Friday, December 18, 2009

Article of Association


The Companies Act, 1956
Company Limited By Shares
ARTICLES of Association
of
_____________________________
PRIVATE LIMITED
interpretation
1. In theses presents unless there be something in the subject or context inconsistent there
with
“The Act” or “The said Act” means The Companies Act, 1956, or any statutory modification or re-enactment thereof for the time being in force.
“The Company” or “This Company” means _____________________________PRIVATE LIMITED.
“The Board” means the “Board of Directors” and :Board Meeting” means a meeting of the Directors duly called and constituted or as the case may be the Directors assembled at a Board or the requisite number of Directors entitled to pass a circular resolution in accordance with these Articles.
“The Directors” means the Directors for the time being of the company.
Person includes a Corporation.
“Month” shall mean calendar month.
“Proxy” includes an attorney duly constituted under a power of Attorney.
“Paid up” shall include credited as paid up.
“In writing” or “Written” includes words printed. lithographed, represented or reproduced in any mode in a visible form.
Words importing the singular number also include the plural number and vice versa.
2. Unless the context otherwise requires, words or expression contained in these articles shall bear the meaning as in the Act or any statutory modifications there of in force.



Preliminary
TABLE A TO APPLY

3. The Regulation contained in Table A in Schedule I to the Companies Act 1956 or any statutory modification or re-enactment there of for the time being in force (hereinafter referred to as “Table A”) shall apply to this Company in so far as they are applicable to a private company save and in so far as they are expressly or impliedly excluded or varied by the following Articles.

CERTAIN REGULATION NOT TO APPLY

4. Regulations 3(1),21,40,41,42,43,64,66,76,81 and 84 of Table A shall not apply to the Company.

RIGHT TO TRANSFER SHARES RESTRICTED

5. The Company is a Private Limited Company and accordingly:
(a) The right to transfer the shares of the Company shall be restricted in the manner and to the extent here in after appearing.
NUMBER OF MEMBERS LIMITED
(b) The number of members of the Company shall be limited to 50 not including:
(i) Persons who are in the employment of the company and
(ii) Persons who having been formerly in employment of the Company, were members of the Company while in that employment and have continued to be members after the employment ceased.
Provided that where two or more persons hold one or more shares in a company jointly they shall, for the purpose of these definitions be treated as a single member.
NO INVITATION TO THE PUBLIC TO SUBSCRIBE
(c) No invitation shall be issued to the public to subscribe for any shares in or debentures of Company.
(d) Prohibits any invitation or acceptance of the deposits from person other than its members, Directors or their relatives.








6. If two or more persons are registered as joint holders of any shares any of such persons may give effectual receipts for any dividend or any moneys payable in respect of such shares.
CAPITAL

7. The Authorised Share Capital of the Company is Rs. 31,00,00,000 (Rupees Thirty One Corers Only) divided in to 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- each and 2,80,00,000 (Two Crores Eighty Lakhs ) 0 % Convertible Preference Shares of Rs. 10/- each. (substituted vide Special Resolution passed at extra ordinary general meeting held on 16th October, 2009)

RIGHT OF PREFERENCE SHAREHOLDERS
8. Where the company issues any shares as Preference shares unless the terms of issue provide otherwise the rights of the holders in respect of the said preference shares shall be as follows :-
(a) A right to receive on winding-up or any reduction of capital the amount for the time being paid-up thereon in priority to the equity shares in the Company;
(b) The preference shares shall not confer any voting right on the holders there of under any circumstances whatsoever;
(c ) The right of members to transfer their shares shall be restricted to the manner and to the extent provided in these Articles.
(substituted vide Special Resolution passed at extra ordinary general meeting held on 16th October, 2009)
OPTION TO ALLOT SHARES TO MINORS
9. The Company shall be entitled to register any share in the name of any minor person if fully paid and allow the dividend there of to be collected by the guardian recognized by the Company as the guardian of such minor share-holder such guardian shall exercise all the rights in respect of such shares including the right of voting and transfer.
OFFER OF SHARES
10. Subject to any direction to the contrary that may be given by the meeting that authorised the issue of the new shares all new shares authorised to be issued shall be first offered to the members holding equity shares in proportion to the exiting equity shares held by them and such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting time within which the offer if not accepted will be deemed to be declined and after expiration of such time or on the receipt of an intimation from the member to whom such notice is given that he declines to accept the shares offered the Directors may allot or otherwise dispose of the same to such persons and upon such terms as they may think fit.



CONTROL OF SHARES
11. The shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such time as the Directors may think fit, subject always to the Articles here in contained.
CALL ON SHARES
12. Proviso to clause 13(1) of Table A shall be omitted.
RESTRICTION ON THE RIGHT OF TRANSFER
13 A share may be transferred by a member or other person entitled to transfer to any member selected by the transferor but no share shall be transferred to a person who is not a member so long as any member or any person selected by the Board of Directors as one whom it is desirable in the interest of the Company to admit to membership is willing to purchase the same at a fair value.
14. Expect where the transfer is made pursuant to Articles 25 here of the person proposing to transfer any shares shall give notice in writing to the company that he desires to transfer the same. Such notice shall constitute the Directors as his agents for the sale of the shares to any member or person selected as aforesaid at a fair value to be agreed upon between the transferor and the purchaser. The notice may include several shares and in such case operate as if it were a separate notice in respect of each share and the notice shall not be revocable except with the sanction of the Directors.

COMPANY’S AUDITORS TO FIX THE FAIR VALUE OF EQUITY SHARES
15. In case of any difference arising between the transferor and the purchaser as to the fair value of the Equity shares the fair value shall be the fair value determined by the company’s Auditors and the same shall be binding on the transferor and purchaser.
DIRECTOR’S POWER TO TRANSFER
16. If the company within the space of twenty-eight days after being served with the transfer notice finds the purchasing member or selects a person as stated in Articles 13 and gives notice there of to the proposed transferor he shall be bound upon payment of the fair value fixed as aforesaid to transfer the shares to the purchaser.
DEFAULT BY PROPOSING TRANSFEROR
17. If in case the proposing transferor after having become bound as aforesaid makes default in transferring the shares the Directors may receive the purchase money and shall thereupon cause the name of the purchaser to be entered in a Register as holder of the shares and shall hold the purchase money in trust for the transferor or the Directors may appoint any person to execute transfer of the said shares on behalf of the defaulting vendor.
The receipt of the Directors for the purchase money shall be a good discharge to the purchaser and after his name has been entered in Register of Members in purported exercise of the aforesaid power the validity of the transfer shall not be questioned any
person.
DEFAULT BY COMPANY
18. If the Directors shall not within the time prescribed as aforesaid after being served with the transfer notice find a purchasing member or select a person as aforesaid willing to purchase the shares or any of them and gives notices in manner aforesaid the transferor shall at any time within 60 days after the expiry of such period be at liberty subject to Articles 9 to sell and transfer the shares to any person and at any price.

SHARES TO BE OFFERED TO MEMBERS
19. Every share specified in the notice given pursuant to Article 14 here of shall be offered to members in such order as shall be determined by the Directors and in such manner as the Directors think fit If no member is ready and willing to take up such shares the same may be offered to any person selected by the Directors as one to whom it is desirable in the interest of the company to admit to its membership.
GENERAL POWER TO REFUSE TRANSFER
20. The Directors may at their absolute and uncontrolled discretion refuse to register any transfer of shares and shall not be bound to give any reason for such refusal and in particular may so decline in respect of and upon which the Company has a lien and this Article shall apply not with standing that the proposed transferee may be already a member The Directors shall give notice of refusal within two months of the receipt of the application to the parties concerned. PROVIDED HOWEVER that the Directors shall not be entitled to refuse a transfer of shares made pursuant to Article 25 here of.
FORM OF TRANSFER
21. The instrument of transfer shall be in writing in the prescribed form and executed by and on behalf of the transferor and the transferee and shall be duly attested. It shall after registration be retained by the company and shall remain in its custody. All instrument of transfer which the Directors may decline to register shall on demand be returned to person depositing the same. The Directors may cause to be destroyed all transfer deeds lying with the Company after such period as they may determine.

To be the holder of the share when deemed
22. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register of members in respect there of.
23. On the death of any joint holders the survivor or survivors of them shall be only person or persons recognized by the Company as having any title to the shares but the Directors may require such evidence of death as they may deem fit and nothing herein contained shall be deemed to release the estate of the joint holder from any liability on shares held by him jointly with any other person.
Shares of deceased Members
24. The executors or administrators of deceased member (not being one of the several joint holder) shall be the only person recognized by the Company as having any title to his shares and the Company shall not be bound to recognize such executors or administrators unless he shall have obtained probate or letters of administrators or other legal representation as the case may be from a duly constituted court in India. Provided Nevertheless that in such case it shall be lawful for the Directors to dispense with the production of probate or letters of administration or such other legal representation upon such letters as to indemnity or other wise as the Directors may deem fit.
Right in transmission
25. Any person becoming entitled to a share in consequence of the death lunacy or insolvency of a member may upon such evidence being produced as may from time to time be required by the Directors and subject as here in after provided give notice under Article 14 for a transfer of the shares which the deceased lunatic or insolvent member could have made. All the limitations restrictions and provisions of this regulations relating to the right of transfer and the registration to transfer of share shall be applicable to any such notice as if the death lunacy or insolvency of the member had not occurred and the notice of transfer was signed by that member.
OTHER RIGHTS ON TRANSMISSION
26. A Person becoming entitled to a share by reason of the death lunacy or insolvency of the holder shall be entitled to the same dividends and 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 to exercise any right conferred by the membership in relation to any meeting of the Company PROVIDED that the Directors may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and if the notice is complied with within 30 (thirty) days the Directors may there after withhold payment of all dividends bonuses of other moneys payable in respect of the shares until requirements of the notice have been complied with.
No transfer to insolvent etc.
27. No share shall in any circumstances be transferred to any minor insolvent or a person of unsound mind.
Loss of instrument of transfer

28. Where it is provided to the satisfaction of the Directors that an instrument of transfer signed by the transferor and the transferee has been lost the Company may if the Directors think fit on an application in writing made by the transferee and bearing a stamp required on an instrument of transfer register the transfer on such terms and conditions as the Directors may think fit.



Fee on transfer or transmission
29. A fee not exceeding rupee one for transfer be charged in respect of the transfer or transmission to the same party. The Directors may dispense with payments of fee in respect of any transfer or transmission of shares.
30. The company shall keep a book to be called a register of transfers and there in it shall be fairly and distinctly entered the particulars of every transfer or transmission of shares.
31. The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made be any apparent legal owner there of to the prejudice of persons having or claiming any equitable right title or interest to or in the said shares notwithstanding that the company may have a notice of such equitable right title or interest or notice prohibiting registrations of such transfer and may have entered such notice referred there in any book of Company and the company shall not be bound or required to regard or attend or give effect to any notice which may be given to them of any equitable right, title or interest or be under any liability whatsoever for refusing neglecting so to do thought it may have been entered or referred to in some book of company but the company shall nevertheless be as liberty to record and attend any such notice and give effect thereto if the Directors so deem fit.
Notice of change of name of member
32. No member who shall change his name shall be entitled to recover any dividend or to vote or exercise any other right, until the notice of the change of the name be given to the company in order that the same may be registered.
Provision to apply to debentures
33. The Provisions of these articles relating to transfer and transmitions of shares shall mutatis mutandis apply to the transfer or transmission of any debentures of the company.
General Meeting
34. (a) The Provisions of Section 171 to 186 of the Act shall not apply in respect of the General Meeting (including extra ordinary General Meetings) of the Company.
(b) A General Meeting (including extra-ordinary General Meeting) of the company may be conveyed by giving not less than three days notice in writing.
Quorum of Meeting
35. (i) Two members personally present shall be the quorum for a meeting of the Company.
(ii) If within half an hour from the time appointed for holding a meeting of the company a quorum is not present the meeting if called upon the requisition of members shall stand dissolved.
(iii) In any other case, the meeting shall stand adjourned to the next day at the same time and place or to such other day at time and place or the Board may determine.
(iv) If at the adjourned meeting also a quorum is not present within half an hour from the time appointed for holding meeting the members present shall be the quorum.

PROXY TO SPEAK AND VOTE ON SHOW OF HANDS AND POLL

36. Any member of the Company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person who is a member as his proxy to attend and vote instead of himself on a show of hands as well as on poll.

Chairman of the General Meeting
37. The Chairman (if any) of the Board of Directors shall preside as Chairman at every General Meeting, whether Annual of Extra Ordinary of the Company. If there be no such Chairman or if at any meeting he shall not be present within 10 minutes of the time appointed for holding such meeting or if present shall decline to take the Chair then any Director nominated by the Chairman for that purpose shall be the Chairman of such meeting.
Voting by members
38. At any general meeting a resolution put to the vote of the meeting shall unless a poll is demanded be decided on a show of hands
39. A declaration by the chairman that on a show of hands a resolution has or has not been carried or has or has not been carried either unanimously or by a particular majority and an entry to that effect in the books containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against such resolution.
VOTING BY POLL
40. (1) Before or on the declaration of the result of the voting on any resolution on a show of hands a poll may be ordered to be taken by the chairman of the meeting on his own motion and shall be ordered to be taken by him on a demand made in that behalf by the persons or person specified below that is to say:-
(a) by one member having the right to vote on the resolution and presents in person or by proxy if not more than seven such members are personally present and by two such members present in person or by proxy if more than seven such members are personally present voting power in respect of the resolution.
(b) by any member or members present in person or by proxy and having not less than one-tenth of the total voting power in respect of the resolution or
(2) The demand for a poll may be withdrawn at any time by the person or persons who made the demand.
41. (1) A Poll demanded on a question relating to appointment of chairman or question of adjournment shall be taken forthwith.
(2) A poll demanded on any other question shall be taken at such time not being later than forty-eight hours from the time when the demand was made as the chairman may direct.
42. No member shall exercise any voting right 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 and has exercised any right of lien.
43. On a poll taken at a meeting of the Company a member entitled to more than one vote or his proxy or other person entitled to vote for him as the case may be need not if he votes use all his votes or cast in the same way all the votes he uses.
44. (1) Where a poll is to be taken the chairman of the meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to him.
(2) The chairman shall have power at any time before the result of the poll is declared to remove scrutineers from office and to fill vacancies in the office of scrutineers arising from such removal or from any other cause.
(3) Of the two scrutineers appointed under this section one shall always be a member not being an officer or employee of the company) present at the meeting provided such a member is available and willing to be appointed.
45. (1) Subject to the provisions of the Act, the chairman of the meeting shall have power to regulate the manner in which poll shall be taken.
(2) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.
NUMBER OF DIRECTORS
46. Unless and until the Company in General Meeting shall otherwise determine the number of Directors shall not be less than two or more than twelve including an Debenture Director or alternate Director.
SHARES QUALIFICATION
47. A Director need not hold any share qualification of the Company in his own name and right to be a Director of the Company.
first directors
48. The first Directors of the Company shall be:
1.
49. The aforesaid first Directors shall hold office during their respectives and shall be entitled to nominate their respective successors who shall in turn be and led to nominate their respective successors and so on. Such nomination shall be made by a writing addressed to the Company. Any such Director may any time before the nomination becomes effective cancel revoke alter modify or otherwise change such nomination such cancellation revocation alteration modification or change such also be made by writing addressed to the Company. In the event of any of the first Directors or the Successors dying or not being entitled to be or in fact not acting as a Director of the company for any reason whatsoever the person named by the first Director or as the case may be any successor shall ipso facto become the Director of the Company in his or her place and stead as effectively as if the said successor had been appointed the Director of the Company
50. The Directors of the Company shall not retire at any Annual General Meeting
51. The Directors (including Managing and whole time Directors shall be entitled to receive such remuneration including fee for attending meeting of the Board as the Board may from time to time decide.
REMUNERATION FOR EXTRA SERVICE
52. If any Director being willing shall be called upon to perform extra service or to make any special exertion in going or residing out of Bombay or otherwise for any of the purpose of the Company, the Company remunerate the Director so doing either by a fixed sum or by a percentage of profits or otherwise as may be determined by the Director and such remuneration may be either in addition to or in substitution for his or their in the remuneration above period.
TRAVELLING EXPENSES INCURRED BY DIRECTORS BONAFIDE RESIDENT OF BOMBAY OR ANY DIRECTOR GOING OUT OF BOMBAY ON COMPANY’S
BUSINESS

53. The Board may allow and pay to any Director who is not bonafide resident of Bombay and who shall come to Bombay for the purpose of attending a meeting such sum as the Board may consider fair compensation or for traveling boarding lodging and other expenses in addition to his fee for attending such meeting as above specified and if any Director including Debenture Director goes out of Bombay for the business of the company, he shall be entitled to be paid and reimbursed any traveling and lodging and boarding expenses or other expenses incurred in connection with the business of the Company.
DEBENTURE DIRECTORS
54. If and when debenture of the Company shall be issued the holders thereof shall have the right to appoint a Director in accordance with the provision of the trust deed securing the said debentures. The Director appointed under this Article is herein referred to as the “Debenture Director” and the term Debenture Director means the Director for the time being in office under this article.
ALTERNATE DIRECTOR
55. The Board of Directors may appoint an alternate Director to act for a Director (hereinafter referred to as Original Director) during his absence for period of not less than three months from the State in which the meeting of the Board is ordinarily held. Such alternate Director shall vacate office if and when the original Director returns to the State in which the meeting of the Board is ordinarily held. If the term of office of the original Director is determined before he so returns to the State provision for the automatic reappointment of retiring Director in default of another shall apply to the original and not to the alternate Director.
SPECIAL DIRECTORS
56. The Company shall, Subject to the provisions of the act be entitled to agree with any government financial Institution person firm or corporation that he or it shall have the right to appoint his or its nominee on the Board of Directors of the Company upon such terms and conditions as the Company may deem fit Such nominee and their successors in office appointed under this article shall be called ‘Special Directors’ of the Company.
TERM OF OFFICE OF SPECIAL DIRECTORS
57. The Special Directors appointed under the last preceding article shall be entitled to hold office until requested by the Government, financial institution person firm or corporation who may have appointed them and will not be bound to retire by rotation or hold qualification shares. As and whenever a Special Director vacates office whether upon request as aforesaid or by death resignation or otherwise the Government financial institution the person firm or corporation who appointed such Special Director may appoint another Director in his place. Every nomination appointment or removal of a special Director or other notification under this clause shall be in writing and shall be in the case of Government be under the hand of a secretary to such Government and in the case of financial institution under the hand of an Officer duly authorised in that behalf and in the case of a Company under the hand of a Directors of such company duly authorised in that behalf by a resolution of the Board of Directors. Subject as aforesaid a Special Directors shall be entitled to the same rights and privileges and be subject to the same obligations as any other Directors of the Company.
CHAIRMAN OF THE BOARD MEETING

58. The Directors may from time to time elect from among their number a Chairman of the Board and determine the period for which he is to hold office. If at any meeting of the Board the chairman is not present within fifteen minutes after the time appointed for holding the same Directors present may choose one of their members to be the chairman of the meeting.

DIRECTORS TO DELEGATE
59. Subject to section 292 of the Companies Act 1956 the Directors from time to time and at any time may delegate to any Managing Director General Manager, Manager Attorney or Agent any of the powers authorities and discretions for the time being vested in the Directors and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annual or vary any such delegation but no person dealing in good faith and without notice such annulment or variation shall be affected thereby.
CIRCULAR RESOLUTION
60. A resolution passed by circular without a meeting of the board or committee of the Board shall be valid and effectual as if it had been passed at a meeting of the Board of Directors or a Committee thereof called and constituted A draft of the proposed Resolution together with necessary papers if any shall have to circulated to all the Directors or to all the Directors or to all the members of the Committee their in India and to all other Directors or members of the committee at their usual address in India and must be approved by a majority of such of them as are entitled to vote on the resolution.
BOARD MAY APPOINT MANAGING DIRECTOR
61. Subject to the provisions of the Act and other Articles the Board shall have power to appoint from time to time one or more of their body as Managing Director or Managing Directors of the Company either for a fixed term or without any limitation as to the period for which he or they or are to hold such office and appoint another or other in his or their place or places. Subject to section 292 of the Act the Board may by a resolution vest any such Managing Director or Managing Director or managing Directors with such of the powers vested in the Board generally as it thinks fit and such powers may be made exercisable for such condition and subject to such restriction it may determine. The remuneration of Managing Director or Managing Directors so appointed shall be such as is determined by the Board and may be paid by way of monthly payment or at a specified percentage of the net profits or partly by one way and partly by the other subject to the provisions of the Act.
MANAGING DIRECTOR NOT TO RETIRE BY ROTATION
62. A Managing Director shall not while he continues to hold that office be subject to retirement by rotation but he shall be subject to the same provisions as to resignation etc. as the other Directors of the Company and if he ceases to hold the office of a Director he shall ipso facto and immediately cease to be a Managing Director.
GENERAL MANAGEMENT TO BE IN THE HANDS OF THE DIRECTORS
63. Until otherwise hereafter determined by the Directors, the General Management of the business and affairs of the company, subject to the control and direction of the Directors shall be in the hands of the Managing Director or Managing Directors of the Company who shall subject to such control and direction have power to make all purchases and sales and to enter into all contracts and to do all other acts and things which are usual necessary or desirable or expedient in the management of the affairs of the Company or in carrying out its objects and to commence, institute conduct defend compromise refer to arbitration and abandon legal and other proceeding claims and disputes in which the Company is concerned and to appoint and employ discharge or re-employ or replace in or for the purpose of the transactions and the management of the affairs and business of the company or otherwise for the purpose thereof and from time to time remove or suspend Managers Accountants Agent Solicitors Pleaders Counsel Advocates Clerks and other servants and employee as he or they shall think proper with such powers and duties and upon such terms as to duration of employment remuneration or otherwise as he or they shall think fit.
BORROWING POWERS
64. The Directors may from time to time at their discretion raise borrow or secure payments of any sum or sums of moneys for the purpose of the Company. Payment of repayment of such moneys may be raised or secured in such manner and upon such terms and conditions in all respect as they think fit and particular by the issue of Bonds perpetual or redeemable Debentures or Debentures Stock or mortgage charged upon the whole or any part of the property or undertaking of the Company (both present and future including its uncalled capital) for the time being.
SEAL
65. The following clause shall be substituted for Clause 84 of Table ‘A’. The Directors shall procure a Seal to be made for the Company and shall provide for the safe custody there of. The seal shall not be affixed to any instrument except in the presence of at least one Director who shall sign every instrument to which the Seal is so affixed in his presence.
INDEMNITY
66. Subject to the provision of Section 201 of the every person (whether an Officer of the Company or not) employed by Company and auditor shall be indemnified out of the funds of the Company against all liability incurred by him as such Director, Manager, Managing Director Officer or Auditor in a suit in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 633 of the Act in which relief is granted to him by the Court.
67. Subject to the provisions of Section 201 of the Companies Act, no Director Auditor other Officer of the Company shall be liable for the acts, receipts neglects or defaults of any other Director or Officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Company through inefficiency deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy or insolvency or tortuous act of any person which whom any moneys securities or effects shall be deposited or for any loss occasioned by any error of judgment omission default or oversight on his part or for any other loss damage or misfortune whatever which shall happen in relation to the execution of the duties of the office or in relation thereto unless the same happens through his own dishonesty.
SECRECY
68. No member shall be entitled or require disclosure of any information respecting any details of the company’s trading or any matter in the nature of trade secret mystery of trade or secret process which may relate to the conduct of the Company and which in the opinion of the Directors it may not be expedient in the interest of the members of the Company to be communicated to the public.







We the several persons, whose names, address and occupations are hereunder subscribed below, are desirous of being formed into a company in pursuance of these Articles of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective name:


Names, address, description and occupation of each subscriber
Number of Equity shares taken by each subscriber
Signature of Subscriber
Signature of witness and his name, address, description












































Mumbai: Dated: 12th Day of May 1989

NBFC Memorandum of Association

Memorandum of Association of NBFC Company



The Companies Act, 1956
Company Limited By Shares
Memorandum of Association
of
_____________________________
PRIVATE LIMITED

I. The name of the company is _____________________________Private Limited.
II. The Registered Office of the Company will be situated in the State of Maharashtra.
III. The object for which the Company is established are:
(A) The Main objectS of the company to be pursued by the company
on its INCORPORATION:
1. To carry on the business of an investment company and invest the capital and other moneys of the Company in the purchase or upon the security of shares stocks units debentures debenture-stock bonds obligations and securities issued or guaranteed by any company corporation or undertaking whether incorporated or otherwise and wheresoever constituted or carrying on business and to buy sell otherwise deal in shares stocks debentures debenture-stock bonds, notes obligations and other securities issued or guaranteed by any government sovereign ruler, commissioner trust municipal local or other authority or body in India or abroad.
(B) The Objects incidental or ancillary to the attainment of the
main object:
2. To borrow or raise or secure the payments of money in such manner as the company shall think fit and in particular by mortgage or by the issue of debenture or debenture-stock, perpetual or otherwise charged upon all or any of the Company’s property (both present,and future) including its cancelled capital and to purchase redeem and pay off any such securities subject to directives, if any, of the Reserve Bank of India relating there to.
3. To lend money or property on mortgage of immovable property or hypothecation or pledge of movable property or without security to such persons or companies and on such terms as may seem expedient provided that the Company shall not carry on the business of banking as defined by the Banking Regulation Act 1949.
4. To guarantee the payment of money unsecured or secured be or payable under or in respect of promissory notes, bonds debentures, debenture-stock contracts mortgage charges obligation instruments and securities of any Company or of any authority, Supreme municipal local or otherwise or of any person whosoever whether incorporated or not incorporated and generally to guarantee or become surety for the performance or any contracts or obligations.
5. To invest and deal with the moneys of company in such manner as may from time to time be determined.
6. To promote or join in promotion of any company or companies having similar objects for purpose of acquiring all or any of the property or rights and liabilities of this companies or companies to underwrite shares and securities therein.
7. To enter into partnership or into any arrangement for sharing profits amalgamation union of interest co-operation joint venture reciprocal concession or otherwise with any person or company and to lend money to guarantee the contracts of or otherwise assist any such person or company and to place take or otherwise acquire or to be interested in hold sell deal in and dispose of shares stocks debenture and other securities of any company.
8. The Company may at any time invite and receive or without any such invitation receive any gifts of immovable or movable property and offerings or voluntary donations or bequests and legacies either from the shareholder or from any other person for all or any of the objects of the company with or without any special conditions provided such receipts or the conditions attached are not inconsistent with or derogatory to any of the objects of the Company.
9. To draw, make, accept endorse discount execute and issue bills of exchange promissory notes bills of landing warrants debentures and other negotiable or transferable instruments or securities.
10. To carry on in India and elsewhere in any place business or of financiers money-lenders shroffs guarantee brokers of their respective branches.
11. To enter into contracts agreements and arrangements with any other person firm company or body corporate for the carrying out by such other person firm company or body corporate on behalf of the Company of any of the objects for which the company is formed.
12. To enter into partnership or into any arrangement for sharing of profits union of interest reciprocal concession or co-operation with any person partnership or company and to promote and aid in promoting or constitute for or organize any company or partnership in connection with investments and for the purpose of acquiring and undertaking any property and liability of this Company or of advancing directly or indirectly the objects there of which the company may think expedient.
13. To repair, alter, clean any goods from time to time belonging to the Company.
14. To enter into contracts agreements and arrangements with any other company for the carrying out by such other company on behalf of the Company of any of the objects for which the Company is formed.



15. To acquire from any Sovereign State or Authority, Supreme Municipal local or otherwise any concessions, grants or decrees rights or privileges whatsoever which may seem to the company capable of being turned to account and to take develop carry out exercise and turn to account the same.
16. To obtain any order under Act of Legislature or Parliament for enabling the company to obtain all or any powers and authorities necessary or expedient to carry out or extent any of the object of the company or for any other purpose which may see expedient and to oppose any proceeding or applications which seem calculated directly or indirectly to prejudice the company’s interest.
17. To purchase take on lease or in exchange hire or otherwise acquire any immovable or movable property and any rights or privilege which the Company may think necessary or convenient for the purpose of its business and in particular any land building easements machinery plant and stock-in-trade and either to retain any property so acquired for thepurpose of the Company’s business or to turn the same to account as may seem expedient.
18. To procure the incorporation registration or other recognition of the Company in any foreign state or place and to make all deposits of money or securities and do all things necessary for compliance with the laws or regulations of India or of any foreign colonial, municipal or other Government in places whether the company may be desirous of transacting its business.
19. To appoint expense such as technical; advisers bankers architects engineers accountants solicitors lawyers consultants auditors and such other persons as employees servants agents or advisers of the Company as the Directors may think fit and pay the necessary expenses for the same.
20. To accept upon suitable remuneration or otherwise apprentices for the purpose of being trained in the business with view to their subsequent employment by the Company or otherwise.
21. To train or pay for the training in India or abroad of any of the company’s employees or any candidates in the interest or for the furtherance of Company’s objects.
22. To remunerate the servants of the company and others out of and in proportion to the profits of the Company or otherwise as may be thought fit.
23. To pay for any properties rights or privileges acquired by the company and to remunerate any person or company whether by cash payments or by the allotment of the shares debenture or other securities of the Company credited as paid up in full or in part or otherwise.
24. To remunerate the Directors and employees or servants or any agent of the Company and others out of or in proportion to the return of profits of the Company or of any particular business carried out by it as the Directors may think fit.
25. To purchase or by any others means acquire any freehold leasehold or other property for any estate or interest whatever and any rights privileges or easements over or in respect of any property and any building offices wharves roads vehicles plant live and dead stock barges vessels or things and any real or personal property or rights whatsoever which may be necessary for or may be conveniently used with or may enhance the value of any other property of the Company.
26. To sell, lease or grant licenses easements and other rights over and in any other manner deal, with or dispose off the undertaking property assets rights and efforts of the company or any part there of for such consideration as the Company may think fit and in particular for shares debentures or securities of any other company.
27. To make donations to such persons or institutions and in such cases and either in cash or any other assets as may be thought directly or indirectly conducive to any of the company’s objects or otherwise expedient and in particular to remunerate any person or corporation introducing business to this Company and to subscribe contribute or otherwise assist or guarantee money for charitable scientific religious or benevolent national public or other institutions objects or for any exhibition or for any public object and establish and support or aid in the establishment and support of association institutions funds trusts and convenience for the benefit of the employees or for the persons having dealing with the Company or the dependents relatives or connection of such persons and in particular friendly or other benefit societies and to grant pensions allowances gratuities and bonuses either by way of annual payments or a lump sum and to make payments towards insurance and to form and contribute to Provident and benefit funds of or for such person.
28. To refer or agree to refer any claims demands disputes or any other question by or against the Company or in which the Company is interested or concerned and whether between the company and the member or members or his or their representatives or between the Company and third party to arbitration in India or at any place outside India to arbitration in India or at any place outside India and to do all acts deeds matters and things to carry out or enforce the awards.
29. To undertake and execute any trusts the undertaking of which may seem to the Company desirable and either gratuitously or otherwise.
30. To distribute any of the property of the Company amongst the Members in specie or in kind subject to provision of the Companies Act, 1956 in the event of winding up.
31. To sell and in any other manner deal with or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit and in particular for shares debentures and other securities of any other company having objects altogether or in part similar to those of the company.
32. To provide for the welfare of the employees or ex-employees of the Company and the wives and families or the dependants or connection of such persons by building or contributing to the building of houses dwellings or chawls or by other payment or by creating and from time to time subscribing or contributing to provident or other associations. Institutions funds or trusts and by providing or subscribing or contributing towards places of instructions and recreation hospitals and dispensaries medical and other attendance and assistance as the Company shall think fit.
33. To insure the whole or any part of the property of the company either fully or partially or protect and indemnify the Company from liability or loss in any respect either fully or partially and also to insure and protect and indemnify any part or portion there of either on mutual principal or otherwise.
34. To create any reserve fund, sinking fund insurance fund or any other special fund whether for deprecation or for preparing improving extending or maintaining any of the property of the company or any other purpose conducive to the interest of the Company.
35. To pay all the costs, Charges and expenses of and incidental to the promotion formation registration and establishment of the company and the issue of its capital including any underwriting or other commission broker’s fees and charges in connection there with and to remunerate (by cash or otherwise) any person or persons for services rendered or to be rendered in introducing any property or business to the Company to in placing or assisting to place or guaranteeing the placing of the subscription of any shares debentures debenture stock or other securities of the Company or in or about the promotion or formation of the company or the conduct of its business or for any other reason which the Company may think proper.
36. To apply for purchase or otherwise acquire and register any patents or patent rights, licenses concessions secret processes or privileges trade marks or designs and the like conferring any exclusive or non exclusive or limited right to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the company and to use exercise develop or grant licenses in respect of otherwise turn to account the property rights or information so acquired.
37. To establish provide maintain and conduct or otherwise subsidies research laboratories and experimental workshops for scientific and technical research and experiments and to undertake and carry on with all scientific and technical researches experiments and tests of all kinds and to promote studies and research both scientific and technical investigations and invention by providing subsidizing endowing or assisting laboratories workshops libraries lecturers meeting and conferences and by providing for the remuneration of scientific or technical professions or teachers and by providing for the award of exhibitions scholarships prizes and grant to students or otherwise and generally to encourage promote and regard studies researches investigations experiments tests and inventions of any kind that may be considered likely to assist any of the business which the company is authorised to carry on.
38. To Purchase, take on lease, under Licence or concession or in exchange or obtain assignments of or otherwise acquire lands or every description and tenure building workmines mining rights plantations forests licenses leases and any rights and privileges or interest there in and to explore work exercise develop and to run to account the same.
39. To construct improve maintain develop work manage carry out or control any building factories or works or any roads ways branches or sidings bridges wells reservoirs water courses wharves warehouses electric works shop stores chawls and other buildings for housing work people and others or other works and conveniences which may seem calculated directly or indirectly to advance the Company’s interests and to contribute to subsidies or otherwise assist or take part in the construction improvement maintenance development working management carrying out or control thereof.

(C). OTHER OBJECTS:

40. To act as agents, brokers, or representatives of corporation firms and individuals and generally to undertake transact and execute all kinds of business of agency.
41. To carry on business as brokers and agents in respect of all classes of insurance including marine fire accident burglary, workmen’s compensation indemnity and motor.
42. To undertake and execute any contracts for works involving supply or use of any machinery and to carry out any ancillary or other works comprised in such contracts.
43. To carry on the business of manufacturers of and dealers both wholesale and retail in pharmaceutical medicinal chemical including fine chemicals and other preparations and articles compounds oils paints pigments and varnishes drugs dyeware paint and colour grinders.
44. To carry on the manufacture and sale of medicines and preparations and generally to carry on the business of manufacturers buyers and sellers of and dealers in all kinds of medicines medical preparations and drugs whatsoever.
45. To carry on all or any of the business of chemists druggists and chemical manufacturers of all kinds.
46. To carry on business as importers and exporters and dealers in general stores and provisions in all its branches in particular as importers exporters of and dealers in provision producers drugs chemicals and other articles and commodities of personal and house hold use and consumption.
47. To carry on the business of a store keeper in all its branches and in particular to buy sell manufacture and deal in goods stores consumable articles chattels and effects of all kinds both wholesale and retail.
48. To manufacture buy sell and deal in mineral waters cordials soups broths tonics and other restoratives or goods suitable for invalids and convalescents and/or for the general public.
49. To buy, sell, manufacture refine prepare and deal in all kinds of oils and oleaginous substances and all kind of unguents and ingredients.
50. To carry on the business of manufacturers and importers or exporters of and dealers of anatomical orthopedic and surgical appliances and apparatus of all kinds.
51. To carry on the business of artificial eye and limbs makers corset makers stay makers bandage maker’s crutch chair and stretcher maker’s carriage maker’s ambulance maker’s chemists and providers of all requisites for hospitals patients and invalids.
52. To carry on the business of manufacturers hirers repairers cleaners, processors and stores motor cars motor cycles scooters motor boats motor launches motor buses motor lorries motor vans aeroplanes sea planes gliders and other conveyances of all descriptions propelled or assisted by means of petrol spirit steam gas electricity animal atomic or other powers and of engines chassis bodies and other things used for in or in connection withthe above mentioned things.
53. To carry on the business of garage proprietors taxi cabs omnibus motor car lorry and other public or private conveyance proprietors job-masters omnibus motor cars lorry motor cycle or other vehicle manufacturers and repairers garage builders dealers in motor accessories of all kinds motor and mechanical engineers dealers in oil and petroleum products of all kinds carriers and hirers of vehicles of all description.
54. To carry on the business of manufacturer of and dealers in rubber and plastic tubes and tyres and films and moulded goods of all kind and for all purposes and in bottles containers tubes wrapping materials foams rubber and plastic products transmission belts and conveyors and similar industrial articles pipes tubes hoses rubber containers and rubber lined vessels tanks equipments pipe and similar equipments electric products shoe products and parts there of synthetics rubber products and parts toys insulating materials and all other blown moulded formed extruded, calendered and dipped goods and articles.
55. To carry on business as manufacturers of chemical distillers oil refines dye-makers gas makers and products made therefrom metallurgists engineers ship-owners and charters and carriers by land sea and air wharfingers warehouseman planters farmers sawmill proprietors timber merchants sugar merchants and to buy sell grow prepare for the market manipulate import export and in/or produce or products of the earth of all kinds and to manufacture and deal in articles of all kinds in the manufacture of which timber wood or any such product is used.
56. To search for get win work raise make merchantable buy sell or otherwise deal in metals minerals oils gases and fuels whether found in a natural state or obtained by processing from other substances and to carry on business relating to the winning production working manufacture and preparation of any materials used in manufacture of the above mentioned items or which may usefully or conveniently be combined with the manufacturing or engineering business of the company or any contracts under taken by the Company and either for only such purposes or as independent business.
57. To carry on any trade agriculture plantation and in particular rubber plantations business manufacture venture or commercial operation in India or in any other part of the world in connection with any merchandise commodities goods wares produce products articles and things and to purchase or otherwise acquire and to sell or otherwise dispose off or deal in either for future or ready delivery and either absolutely or conditionally or manufacture or do work upon any merchandise commodities goods wares produce products articles and thing dealt or traded in by the company and to cover any such purchase or sales by options or contracts or otherwise.
58. To carry on the business of manufacturing assembling buying selling reselling exchanging altering importing exporting hiring letting on hire or distributing or dealing in locomotive boiler engines steam gas electrical or otherwise turbines tanks motor vehicles trucks lorries omnibuses buses motor cycles cars scooters bicycles tricycles cycles tractors bulldozers and steam rollers of every description and kind and all component parts spare parts accessories equipment and apparatus for use in connection therewith.
59. To manufacture buy sell exchange alter or improve and deal in vehicles of any kind so constructed as to progress by means of automatic power whether by means of oil electricity, steam gas or otherwise.
60. To carry on the business of iron founders mechanical engineers and manufacturers of agricultural implements and other machinery tool-makers brass founders metal workers boiler-makers mill-wrights machinists iron and steel convertars smiths wood-workers builders painters metallurgist electrical engineers water supply engineers gas-makers farmers printers carriers and merchants and to buy sell manufacture repair convert after let on hire and deal in machinery implements rolling-stock and hardware of all kinds.
61. To cultivate grow produce or deal in any vegetable products or rubber plantation for the time being required for any of the manufacturers and to carry on the business of farmers plantation dairyman milk contractors dairy farmers millers surveyors and vendors of milk milk powder cream cheese butter poultry and provisions of all kinds growers of and dealers in corn hay and straw seeds men and nurserymen to buy sell and trade in any goods usually trade in any of the above business or any other business associated with the farming interest.
IV. The liability of the members is limited.

V. The Authorised Share Capital of the Company is Rs. 31,00,00,000/- (Rupees Thirty One Crores only) divided in to 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and 2,80,00,000 (Two Crores Eighty Lakhs) 0% Convertible Preference Shares of Rs. 10/- (Rupees Ten only) each. (substituted vide Special Resolution passed at extra ordinary general meeting held on 16th October, 2009.)


























We the several persons, whose names, address and occupations are hereunder subscribed below, are desirous of being formed into a company 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 to our respective name:


Names, address, description and occupation of each subscriber
Number of Equity shares taken by each subscriber
Signature of Subscriber
Signature of witness and his name, address, description







































Mumbai: Dated: 12th Day of May 1989

Share purchase agreement

EQUTIY STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this ______________, by and between __________ Limited, represented by its managing director and authorized signatory Mr. ___________ ("Seller") and _____________________, ("Purchaser");

WHEREAS, the Seller is a company registered under the Companies act of 1956, with the registrar of companies, Andhra Pradesh, Hyderabad, India. The company is in the business of designing and developing __________ ________________ ________________ __________ India. The company is presently issuing equity shares of Rs 1/- each to the friends and relatives of the founders and management of _________ ________ Limited, (" the company"), at such premium for furthering the objects of the company, ranking paripasu in respect of voting rights, dividend rights and liquidation rights with the existing share holders of the company.

WHEREAS, the Purchaser a friend and associate of the management of _______ ________ (p) ltd, desires to purchase _________equity shares of Rs 1/- each out of the total budgeted 50 Crores of Equity shares of Rs 1/- each, for a total consideration of Rs ________________ only (Rupees _________ only) basing on level 1 valuation of the _______ ________ _ the company has. The purchase consideration comes to Rs 1/- face value of the equity share and Rs __/- premium per share totaling to Rs ___/- per share of the company.

The Seller desires to sell, accept and allot the said no’s of the Equity Shares, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Company’s equity shares aforementioned, it is hereby agreed as follows:

1) PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser, Equity share certificates representing such ___ __________ of Equity shares of __________ ___________ ____(p) Limited, and the Purchaser shall purchase from the Seller the Company’s Equity Shares in consideration of the purchase price set forth in this Agreement. The certificates representing the Company’s Equity shares shall be duly accepted as subscribed and allotted in the board of the company in favor of the purchaser and / or his representatives (if any) and issue Share Certificates duly executed with signatures guaranteed in the customary fashion, and shall have all the necessary tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing"), shall be held at ______ January, _____, at Hyderabad , or such other place, date and time as the parties hereto may otherwise agree.







2) AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

3) REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

a) Organization and Standing : The Company is duly organized, validly existing and in good standing under the laws of the State of Andhra Pradesh registered under the companies act of 1956 and has the corporate power and authority to carry on its business as it is now being conducted.

b) Restrictions on Stock: There are no restrictions on the Equity shares presently being issued to the buyer and all the shares being allotted rank pari pasu with the existing share holders of the company in respect of Voting rights, dividend rights and liquidations rights.

c) This is a private subscription for the equity shares in ________ ___________(p) limited by invitation only for the friends and relatives of the founders, associates and management of the company and NOT for outsiders and general public.

d) The applicant is deemed to have read the private information memorandum of the company, understand its objectives, business opportunity, risks and threats associated with it and agreed for the same.

e) ___________ _____________ (p) Ltd would use the entire proceeds from the equity subscription by the purchaser in _________ _________ ______deploying ________ _______ as per the schedule and terms of the IM.

f) ________ __________ business is dynamic in India and it would be the sole prerogative of the Board of Directors of _________ ___________ _Ltd to ensure the exit rout to the Equity Share holders. The company after deployment of its services in the Indian market may in future conduct a IPO & list the shares on Stock exchange and/or offer equity to Venture Capitalists and/or joint Venture partners at a later date. The existing equity shareholders at that date shall also participate in the exit rout if they wish to and would be offered the terms and conditions of the exit along with the valuations attached to it. As on date the equity shares are transferable amongst its members only as governed by the company’s articles of association.


g) _________ _________ ________p) Ltd has developed and owns path breaking telecom technology, revolutionizing the _________ space. Taking to products and services and their potential to generate substantial revenue in the coming years, the company has estimated and valued the enterprise as per ____ ________ _________method @ Rs ________ Crores in the Phase 1 and Rs _______ Crores in Phase III. Thus valuation of 1 equity share of a face value of Rs 1/- each in Phase 1 is at Rs __/- per share of Rs 1/- each and Rs ___/- per Share of Rs 1/- each within next 36 months i.e. in Phase III. These valuations though measured in a scientific method are susceptible to the risks & external threats mentioned in the IM document.

h) The purchaser would give proper information as required under Income Tax laws in the country.

i) ________ __________is registered as per companies act in Andhra Pradesh and all AGM’s and EGM,s would be held in Hyderabad. Proper notices of the Meetings shall be dispatched to the Equity Share holders with 21 days clear notice as per the addresses given on the Application form.

j) Being private and confidential share placement by invitation only, there are no intermediaries or brokers for this transaction. The Face Value of the Equity shares of _______ ________ _Ltd is Rs 1/- per equity share.

k) The purchaser has gone thru the Memorandum and Articles of association of the company for the details of the Management of the company and its procedures.

4) REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.

(i) Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
(ii) Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.
(iii) There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.




5) GENERAL PROVISIONS
(a) Entire Agreement. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the preview of the hih Court of Andhra Pradesh, India.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

Signed, sealed and delivered in the presence of:

By: ____________________ By: ____________________




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EXHIBIT "A” AMOUNT AND PAYMENT OF PURCHASE PRICE

(a) Consideration. As total consideration for the purchase and sale of the company’s Equity shares to this Agreement, the Purchaser shall pay to the Seller the sum of INR ___________/- ( Indian rupees ____________ only), such total consideration to be referred to in this Agreement as the "Purchase Price".

(b) For the consideration received the company shall within 30 days of receipt of money shall allot and deliver __________,- ( ) Equity Shares of Rs 1 /- each with a premium of Rs _/- each per share referred to in this agreement as the “number of shares”. Shares shall be allotted in paripasu tranches within the closing date as per the receipt of the money from the buyer.

(c) Payment. The Purchase Price shall be paid as follows:

(i) The sum of INR ____________ - ( Rupees __ ____e ) delivered to Seller upon the execution of this Agreement this day vide Chq No on dated.

(ii) The sum of INR _________ ( Rupees ) delivered to Seller on or before __- ________.
(iii) The sum of INR _______________ (Rupees ) to be delivered to Seller on or before __________ .

By: ____________________

Deed of trust

DEED OF TRUST


This DEED OF DECLARATION OF TRUST executed at
on this day of by

hereinafter called as AUTHOR OF THE TRUST which expression shall wherever the context so permits mean and include its successors –in-office of the ONE PART and;

WHEREAS the AUTHOR OF THE TRUST decided to create and establish a Trust to make research in Alternative Medicine and Acupuncture for the welfare of the community at large without discrimination of caste. creed etc with objects and constitution as hereinafter set forth;

WHEREAS the said objects in view, the AUTHOR OF TRUST have decided to endow the said TRUST a nucleus of Rs. (Rupees only) in cash; and

WHEREAS it is necessary and desirable to declare and constitute the said Trust and to record the objects and constitution of the said Trust.

NOW THIS DEED OF DECLARTION OF TRUST WITNESSETH AS FOLLOWS;

1.TRUSTEES mean and include the Board of Trustees as described in these presents, and these Trustees, as appointed, nominated or selected by the remaining members of the Board of Trust whenever any vacancy arises.

2.CREATION OF THE TRUST:

In pursuance of the intention, the AUTHOR OF TRUST has settled the sum of Rs._____ by cash unto and in favour of the Trustees herein to be held by them for and on behalf of the Trust hereby created and known as “ ” the receipt of which sum of Rs. which has already been handed over to the Trustees mentioned hereunder, is hereby acknowledged by the Trustees, who hereby accept the appointment as such Trustees of the said Trust, under the terms and conditions, set out hereunder for the fulfillment of the objects of the Trust, more fully and particularly described and set out hereunder.

3. REGISTERED OFFICE OF THE TRUST:

The registered office of the Trust is situated at present at No.

4.TRUSTEES:

The AUTHOR OF THE TRUST has appointed the following persons to hold the office of the
Trust as Trustees:

5.1. MOTTO OF THE TRUST:

The Motto of the Trust is

5.2. OBJECTS OF THE TRUST:

The objects of the Trust are. -


5.3.BENEFIT OF THE TRUST:

The Benefits of the Trust are open to all irrespective of Caste, religion, race, sex etc. That the Trust will not carry on any activities with an intention of earning profit.


6. THE PROPERTIES OF THE TRUST

The properties of the Trust shall be.-

(a) the said sum of Rs. above referred to the receipt of which is hereby acknowledged by the Trustees;

(b) any properties movable or immovable, that may be acquired by the Trust either by purchase or otherwise;

(c) all additions and acceptations to the Trust fund;

(d) all voluntary donations both towards corpus or otherwise gifts, legacies or grants in cash or in kind accepted by the trustees;

(e) all grants and contributions made to the Trust by the Government, Government bodies, Trust or Institutions, Trade Union or Societies etc; and

(f) all sums and assets which by and means become the property of the Trust.



7. QUALIFICATION OF THE TRUSTEES:

The qualification for the trustees shall be

a) One Trustee shall possess qualification in alternative medicine or acupuncture;
b) One may be Specialist in yoga therapy;
c) Other trustees shall be social workers or professionals in the field of medicine or accounts or law.

8. CESSATION OF TRUSTEESHIP:

A Trustee mentioned below shall cease to be the trustee of the Trust if:-

(a) he resigns;
(b) he becomes insolvent;
(c) He is removed by the majority of the members of the, if it is found that the trustee(s) activities are detrimental to the activities or administration or funds of the Trust

9.APPOINTMENT OF TRUSTEES:

Any vacancy in the Board of Trustees shall be filled up by the remaining members of the Trust selecting a suitable person.


10. ADMINISTRATION OF THE TRUST;

The administration of the TRUST shall vest with the Board of Trustees, which consist of.-

a) One Managing Trustee;
b) One Joint Managing Trustee;
c) One Deputy Managing Trustee and three trustees


11. POWER OF THE TRUSTEES;

The Board of Trustees shall have the control and management of the Trust and exercise the following powers:

a) To determine from time to time to commence and to take up the object and purposes for which the funds of the trust shall be used and allot and allocate to each of the objects such portion of the funds as they deem fit;
b) To purchase and acquire any immovable property of any kind for this object of the Trust or as a source of income for the Trust;
c) To sell, mortgage, or dispose of any immovable property/properties belonging to the Trust;
d) To incur all expenditure necessary as in their own opinion useful for carrying out the objects and administration of the trust;
e) To sell, lease, mortgage or dispose of any property, immovable property/properties belonging to the Trust’
f) To open one or more bank accounts of the trust with any bank or banks as the Trustees may deem fit and deposit monies of the Trust in the Bank accounts.
g) To borrow for and on behalf of the Trust with or without security from banks, Governments, Universities or any other government Body/bodies both central and state;
h) to employ staff of all kinds necessary and useful for carrying out the objects of the trust.
i) To incur such other items of expenditure as is necessary and incidental for carrying out the objects of the Trust;
j) To institute, conduct, defend, compound, withdraw, compromise, adjust, refer to arbitration or to do such things as are incidental and necessary, concerning the affairs of the Trust and to sign and verify vakalats, pleadings, affidavits and other powers’
k) To delegate all or any of the powers vested in the Trustees to any body’ to frame rules, bylaws and other codes for the conduct of the affairs of the Trust and its transactions and establishing any Committee;
l) To accept contributions in cash or in kind either by way of addition to the trust funds generally or for any one or more of the specified objects of the Trust.
m) To establish as many adhoc committees for any purpose.

12. Meetings of the Trustees:

a) The Managing Trustee shall preside over all the meetings of the trustees and in his absence the Joint Managing Trustee shall preside such meeting and in the absence of both, the trustees attended such meeting may elect any one of them to preside over the meeting;
b) The meetings of the Trustees may be convened by the Managing Trustee or under his direction by any other Trustees
c) The quorum of the meeting of the Trustees shall be four personally present.
d) In the event of equality of votes, the person presiding such meeting shall exercise casting vote (additional vote).

13. RESOLUTIONS:

a) The Trustees may exercise all the powers vested in them in clause 9 under these presents by resolution passed at a simple majority of the trustees attended such meetings of the Board of Trustees.
b) Any resolution in writing signed by all Trustees holding office for the time being shall be valid and binding.





14. SUITS:

The Managing Trustee of the Trust is authorized to sue or to be sued on behalf of the Trust.

15. Execution of Documents:

All Deeds, Documents etc. shall be executed by the Managing Trustee, Joint Managing Trustee and Deputy Managing Trustee jointly representing the Trust.

16. ACCOUNTS AND AUDIT:

a) The Trustees shall maintain true and correct accounts of all Trust monies and of all the income and investments and all the outgoing expenses.
b) The year of account shall be the financial year commencing from 1st APRIL and ending 31st March.
c) The Trustees shall each year issue a report setting out the accounts showing the income and expenditure of the Trust for the preceding year not later than six months from the end of the preceding year of accounts.
d) The accounts of the Trust shall be audited every year by a Chartered Accountant who may be appointed for the purpose by the board of Trustees and the audited statement of accounts together with Auditors’ report shall be laid before the Board of Trustees for approval.

17. BANK ACCOUNT:

The Managing Trustee along with the Deputy Managing Trustee shall operate bank account(s) jointly.

18. POWER TO ALTER RULES AND REGULATIONS:

The Board of Trustees shall have full power and authority to make, alter and rescind rules and regulations for the management and administration of the Trust. Any amendment to the Trust Deed will be carried out only with the approval of the Commissioner of Income Tax.


19. APPLICATION OF INCOME AND TRUST FUND:

The Board of Trustees shall be empowered to invest the funds of the Trust in movable or immovable properties, in such manner as they deem fit for the purpose of the objects of the trust provided that such investments shall be in accordance with the provision of Section 13(I) read with Section 11(5) of the Income Tax Act, 1961 as well as of any other law for the time being in force as are applicable to charitable trusts.


20. REMUNERTION TO THE TRUSTEES:

The Trustees are not entitled for any remuneration. But they shall however be entitled to receive out of pocket expenses incurred by them in the course of discharging the functions of the Trust. Further the Income and funds of the Trust will be solely utilized towards the objects and no portion of it will be utilized for payment of Trustees by way profits, interest, dividend or otherwise.


21. INDEMNITY:

Every Trustee shall be indemnified out of the fund in respect of any loss arising from or contingent upon any investment made out of the monies of the Trust unless such loss shall have been occasioned by own negligence and also every Trustee shall be indemnified out of the Trust against all proceedings, suits, claims, costs, damages and expenses occasioned by any claim in connection with the matters or affairs relating to the Trust created by these presents or in the exercise of powers or discretion vested in them by virtue of these presents.

22. IRREVOCABILITY:

The Trust is irrevocable.

23. ACTIVITIES OF THE TRUST:

The activities of the Trust shall be only within India and its Union territories and shall not be extended anywhere outside India.

24. DISSOLUTION:

On dissolution of the Trust, the net assets of the Trust shall be transferred to an association of persons or trust or society having similar objects of this Trust.


25. PROCEEDING OF THE TRUST:

Any defect in the constitution of the Trust shall not invalidate its proceedings

26. RESIDUARY:

For matters not provided for in these presents, the provisions of the Indian Trust Act and the Income Tax Act,1961 and rules made there under will apply accordingly.

IN WITNESS WHEREOF THE AUTHOIR OF THE TRUST HAS SET HIS HAND AND SIGNATURE ON THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF

WITNESSES: -


AUTHOR OF THE TRUST






Drafted by:

Application to Regional director

The Regional Director
Northern Region
Company Law Board, PDIL Bhawan
Ground Floor, A-14, Sector 1
Noida 201301, Uttar Pradesh



Dear Sir,

Re: (the “Company”)
Application for approval under section 297 of the Companies Act, 1956 (“Act”)

The purpose of this application is to seek approval from your Hon’ble office for entering into a contract of sale/ supply of goods to ________________ (India) Limited.


1. Background

· The Company was incorporated on ______________ and is a subsidiary of _____________. The Company is engaged in the business of, among other activities, wholesale trading of ______________ ___________.

· _______ is an Indian listed company, primarily engaged in the business of manufacturing wide range of _______________________ etc.

· The goods traded by the Company is an important input for manufacturing ___________ range of products ______________ Accordingly, the Company and _____________have agreed to enter into a “Sale-Purchase Agreement” for supply of___________ by the Company to IRSIL.

· Mr _________, a director on the Board of the Company is also a director on the Board of ___________.

· Section 297 of the Act regulates the transactions between two companies having common director and requires prior approval of the Board of Directors/ Government for entering into certain specified contracts/ transactions.

2. Corporate law norms

Sub-section (1) of section 297 of the Act provides the following:

“Except with the consent of the Board of directors of a company, a director of the company or his relative, a firm in which such a director or relative is a partner, any other partner in such a firm, or a private company of which the director is a member or director, shall not enter into any contract with the company—

(a) for the sale, purchase or supply of any goods, materials or services; or
(b) after the commencement of this Act, for underwriting the subscription of any shares in, or debentures of, the company:
Provided that in the case of a company having a paid-up share capital of not less than rupees one crore, no such contract shall be entered into except with the previous approval of the Central Government.”

In view of the above corporate law norms, prior approval of the Board of Directors/ Government would be required for entering into a contract for sale, purchase or supply of goods by a company (public company or a private company) with a private company in case there are common directors.


3. Approval required

In light of the above background and corporate law requirements, the Company seeks permission of your honourable office for entering into a contract of sale/ supply of PTA to IRSIL.

For the purpose of processing this application, we have enclosed the following documents for your reference:

· Duly filled-up Form 24A;

· Memorandum and Articles of Association of the Company;

· The copy of “Sale-Purchase Agreement” proposed to be entered into between the Company and _______;

· A list of the names, addresses and occupations of the directors of the Company together with the names of companies in which the directors are director with a description of the positions held;


· Copy of the board resolution authorizing the directors to enter into “Sale Purchase Agreement” with _____.

We would be grateful if our application could be considered favorably.

We would be pleased to provide you with any other information or clarification that you may have in connection with the above.


Yours sincerely,

consulatancy agreement

Precedent 2.9 Consultancy Agreement


CONSULTANCY AGREEMENT


DATE: [ ] 200[ ]


BETWEEN:

“CONSULTANT”: [ ] of [ ]; and

“CLIENT”: [ ] of [ ].


1 Agreement

1.1 The parties have entered into this agreement (“the Agreement”) for the regulation of the appointment of the Consultant for the period of [ ] (“the Term”) and services as set out in [ ] to be provided to the Client in accordance with the terms of this Agreement (“the Services”).
1.2 The parties acknowledge that this Agreement contains the whole agreement between the parties and that neither party has relied on any oral or written representations (other than set out expressly in this Agreement) made to it by the other or any of its employees or agents having made its own investigations into all relevant matters.

2 Services
2.1 The Client pursuant to the Contract engages the Consultant to provide the Services to the Client and the Consultant agrees to provide the Services for the Term upon the terms and subject to the conditions of the Contract.
2.2 Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Consultant with all necessary documents and materials (“the Documents”), and all necessary data or other information relating to the Services, within sufficient time to enable the Consultant to provide the Services in accordance with this Contract.
2.3 The Services shall insofar as is reasonably practicable be provided in accordance with the requirements set out in [the Schedule] but subject to this Contract and shall be performed at such times as the Consultant shall in its sole discretion decide.
2.4 The Client shall afford to the Consultant all reasonable co-operation in all matters relating to the performance of the Consultant’s obligations under the Contract.
2.5 Throughout the Term of the Contract the Client shall afford the Consultant such access to the Client’s information or records and other materials relevant to the Services as the Consultant may require in connection with or to provide the Services.
2.6 The Client shall be responsible for complying with all laws and regulations including particularly in connection with the collection, use and disclosure of data under or pursuant to this Contract and shall comply with the UK Data Protection Act 1998 or equivalent (where applicable).
2.7 The Consultant does not warrant, guarantee or undertake any matter on behalf of any third party supplier or service provider.
2.8 The property, copyright and any other intellectual property rights in any Client’s Documents shall belong to the Client. The property, copyright and any other intellectual property rights in any the Consultant’s documents or materials shall belong to the Consultant, subject only to the right of the Client to use the Consultant’s documents and materials during the Term.
2.9 The Client warrants that any Client Material and its use by the Consultant for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Consultant against any loss, damages, costs, expenses or other claims arising from any such infringement.
2.10 The parties agree not at any time during the Term to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to this Contract save as provided by law or with the other party’s prior written consent.

3 Fees, Expenses and Charges
3.1 Subject to any special terms agreed in writing by the parties, the Client shall pay the consultancy fees and charges from time to time for the provision of the Services as set out in the [Schedule] (“the Fees”).
3.2 The Consultant shall not be entitled to vary the Fees at any time during the duration of the Contract without prior written approval of the Client.
3.3 All Fees and sums quoted payable to the Client under the Contract are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time.
3.4 The Client shall also be responsible for all expenses together with such additional sums which are agreed between the Consultant and the Client for the provision of the Services and any Additional Services or which, in the Consultant’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client documents or material or any other cause attributable to the Client.
3.5 The Fees and any additional sums payable shall be paid in full by the Client into such account as the Consultant shall reasonably instruct from time to time.
3.6 If payment is not made on the due date, the Consultant shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of [ %] above the base rate from time to time of [ ] Bank plc from the due date until the outstanding amount is paid in full.
3.7 The Client shall reimburse the Consultant for all out of pocket expenses, incurred by it in connection with the Services for the Client
3.8 The Consultant will not be obliged to provide Services unless all Fees and disbursements due to it in relation to the provision of the Services are received as provided in this Contract.

4 Warranties and Liability
4.1 The Consultant warrants to the Client that the Services will be provided using reasonable care and skill.
4.2 All dates, periods or times specified in this Contract are estimates only and time shall not be of the essence for the performance by either party of its obligations under this Contract.
4.3 The Consultant specifically undertakes at all times to keep confidential any of the Client’s confidential information (including this document, the lists or specific customer details and information relating to the Client’s business or affairs) and specifically not to disclose (whether or not for profit) such lists or information to any competitor of the Client or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of the Contract.
4.4 The entire liability of the Client to the Consultant under or in connection with this Contract shall not in any event exceed the amount of the Fees paid by the Client to the Consultant for the provision of the Services.
4.5 The Consultant agrees to indemnify and keep the Client fully and effectually indemnified from and against any loss claim or liability whatsoever incurred or suffered by the Client as a result of negligence or any default by the Consultant (or its employees, agents or representatives) of its obligations however arising in connection with the Services.
4.6 Except in respect of death or personal injury caused by the Client’s negligence, or as expressly provided in this Contract, the Client shall not be liable to the Consultant by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues or profits (whether categorised as direct or indirect), or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims.
4.7 Each of the Client and the Consultant shall be released from their respective obligations and shall not be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of their obligations under the Contract if the delay or failure was due to any circumstances or cause beyond the relevant party’s reasonable control.
4.8 Upon occurrence of a force majeure event, the parties shall use reasonable endeavours to resolve and minimize any delay but at the discretion of the Client, this Contract shall be terminated without further liability.

5 Termination
5.1 The Contract may be terminated:
5.1.1 forthwith by either party if the other commits any material breach of any term of this Contract and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty (30) days of a written request to remedy the same;
5.1.2 any time upon service of [ ( )] months’ notice by either party in writing to the other;
5.1.3 forthwith by the Consultant if the Client fails to make payment of any sums due hereunder on the due date;
5.1.4 forthwith by either party if the other shall become unable to pay its debt or otherwise suffer insolvency events;
5.1.5 forthwith by the Client upon notice to the Consultant, in the event that the Client or its employees or agents shall engage in any conduct prejudicial to the business of the Client or in the event that the Client reasonably considers that a conflict or potential conflict of interest has arisen between the parties.
5.2 Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

6 Notices
6.1 Any notice or other communications to be given under the Contract shall be in writing and may be delivered by hand or sent by first class prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose) or sent by facsimile transmission.
6.2 Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted, three (3) working days (ten (10) working days if prepaid airmail) after posting, and if sent by fax transmission, at the date of transmission.

7 Miscellaneous
7.1 All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 In the event of any conflict between the provisions of this Contract and the Schedule, this Contract shall prevail.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4 The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other’s prior written consent.
7.5 The Consultant shall act with the utmost good faith towards the Client and the Consultant agrees to maintain accurate records and to disclose in writing any relevant facts relating to potential conflicts of interest to the Client.
7.6 The Consultant shall not assign all or any of its rights or obligations under this Contract without the written consent of the Client.
7.7 References to the Consultant include its personal representatives, permitted assigns and successors in title.
7.8 Each party warrants its power to enter into the Contract and has obtained all necessary approvals to do so.
7.9 Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Contract to create any rights or benefits to any other party other than the parties to the Contract or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any third party which exists or is available apart from the Act.
7.10 If any provision of the Contract or this Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract or this Contract and the remainder of the provision in question shall not be affected.
7.11 Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments thereof or any rules or regulations made thereunder or any enactment repealing and replacing the Act referred to.
7.12 Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate.

8 Law
8.1 English law shall apply to this Contract, and the parties submit to the exclusive jurisdiction of the English courts.


SIGNED by the parties as indicated on the front page of this document or the Contract

SIGNED by [____________________]
[a duly authorised officer for and on
behalf of [ ]]
[in the presence of:]


SIGNED by [____________________]
[a duly authorised officer for and on
behalf of [ ]]
[in the presence of:]

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