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THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES


ARTICLES OF ASSOCIATION
OF
PRIVATE LIMITED
IN THESE REGULATIONS:
1. (a) The Act means Companies Act, 1956
(b) Unless the context otherwise requires, words or expressions
contained in these regulations shall bear the same meaning
in the Act or any statutory modifcation thereof in force at
the date at which these regulations become binding on the
Company.
APPLICATION OF TABLE A
2. Regulations contained in the Table A in the frst schedule to the
Companies Act, 1956 shall apply so far only as they are not in
consistent with any of the provisions contained in these
Regulations and except is so far as they are not modifed varied,
altered or abrogated these Articles.
PRIVATE COMPANY
3. The Company is a private company within the meaning of section 2(68)
of the Companies Act, 2013,
private company means a company having a minimum paid-up share
capital of one lakh rupees or such higher paid-up share capital as may
be prescribed, and which by its articles,
(i) restricts the right to transfer its shares;
(ii) except in case of One Person Company, limits the number of
itsmembers to two hundred:
Provided that where two or more persons hold one or more shares
in a company jointly, they shall, for the purposes of this clause,
be treated as a single member:
Provided further that
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the
company, were members of the company while in that
employment and have continued to be members after the
employment ceased, shall not be included in the number of
members; and
(iii) prohibits any invitation to the public to subscribe for any securities
of the company;
SHARE CAPITAL
4. (a) The Authorised Share Capital of the Company will be such
amount and such description as shall have been stated in
Clause V of the Memorandum of Association of the
Company from time to time.
(b) The minimum paid up capital of the Company shall be
Rs. 1,00,000/- (Rupees One Lakh only).
ISSUE OF PREFERENCE SHARES
5. Subject to the provisions of Section 80 of the Act, any preference
shares may, with the sanction of an ordinary resolution, be
issued on the terms that they are, or at the option of the
Company are liable, to be redeemed on such terms and in such
manner as the Company before the issue of the shares, may by
special resolution determine.
CALLS ON SHARES
6.In clause 13 of the Table A the words provided that no call shall
exceed one-fourth of the nominal value of the shares or be
payable at less, than one month from that date fxed for the
payment of the last preceding shall be omitted.
ALLOTMENT OF SHARES
7. Subject to the provisions of the Act and these Articles the shares
in the capital of the Company for the time being (including any
shares
forming part of any increased capital of the Company) shall be
under the control of the Board who may allot, issue or otherwise
dispose of the same or any of them to such person, in such
proportion and on such terms and conditions and either at a
premium or at par or (subject to compliance with the provisions
of section 79 of the Act) at a discount and at such times as it may
from time to time think ft and proper.
PAYMENT OF CALLS IN ADVANCE
8. The Board may, if it thinks ft, receive from any member willing to
advance the whole or any part of the money due upon the shares
held by him beyond the sums actually called for, and upon the
moneys so paid in advance or so much thereof as from time to
time exceeds the amount of the calls then made upon the shares
in respect of which such advance has been made, the Company
may pay interest at such rate as the member paying in excess of
the amounts of calls shall not rank for dividends nor shall the
members be entitled to any voting rights in respect of the money
so paid by him until the same should, but for such payment,
become presently payable.
ISSUE OF SHARES TO MINORS
9. The Company shall be entitled to issue and or allot any shares
and to register any shares in the name of any minor person if
fully paid and allow the dividend thereof to be collected by the
guardian recognized by the Company as the guardian of such
minor shareholder. Such guardian shall exercise all the rights in
respect of such shares including the rights of voting and transfer.
COMPANYS LIEN ON SHARES
10. The Company shall have in addition to the powers conferred by
the Regulation of Table A in this respect, frst and paramount
lien over all the shares (whether partly paid or fully paid)
registered in the name of each member (whether solely or jointly
with others) and upon the sale proceeds thereof for his debts,
liabilities and engagement solely or jointly with any other person,
to or with the Company whether the period for the payment
fulfllment or discharge thereof shall have actually arrived or not.
Such lien shall also extend to all dividends and bonuses payable
thereon.
FORM OF INSTRUMENT OF TRANSFER
11. Shares in the Company shall be transferred in any usual or
common form, which the directors shall approve.
TRANSFER OF SHARES
12. (a) Except as hereinafter provided no shares in the Company
shall be transferred unless and until the rights of pre-
emption hereinafter conferred shall have been exhausted.
(b) Every Member who intends to transfer shares shall give
notice in writing to the Board of his intention. That notice
shall constitute the Board as his agent for the sale of the
said shares in one or more lots at the discretion of the
Board to members of the Company at a price to be agreed
upon by the Vendor and the Board, or in default of
agreement, at a price which the Auditor of the Company for
the time being shall certify, by writing under his hand, to
be, in his opinion, the fair selling value thereof as between
vendor and a willing purchaser.
(c) Upon the price being fxed as aforesaid, the Board shall
forthwith give a written notice to all the Members of the
Company (excluding the Vendor) of the number and price of
the shares to be sold and invite each of them to state in
writing within twenty-one days from the date of the
aforesaid notice whether he is willing to purchase any, and
if so, what maximum number, of the said shares.
(d) On the expiry of the said twenty-one days, the Board shall
allocate the said shares to or amongst the Member(s) who
shall have expressed his or their willingness to purchase as
aforesaid and (if more than one) so far as may be, pro-rata,
according to the number of shares already held by them
respectively, provided that no Member shall be obliged to
take more than the said maximum number of shares so
notifed by him as aforesaid.
(e) In the event of the whole of the said shares not being sold
under sub-clause (d) of this Articles, the Board may, at any
time within 60 days after the expiration of the said period
of 21 days, arrange to transfer the shares not so sold or any
part thereof at the price aforesaid to any person, whether
an existing member of the Company or not.
(f) Upon such allocation being made as referred to in sub-
clause (d) hereof, or on the Board arranging to transfer the
shares as mentioned in sub-clause (e) hereof, the vendor
shall be bound on payment of the said price, to transfer the
shares to the purchaser or purchasers and, if he makes
default in so doing, the Board may receive and give a good
discharge for the purchase money on behalf of the vendor
and enter the name of the purchaser or purchasers in the
register as holder or holders by transfer of the shares
purchased by him or them.
(g) In the event of the whole of the said shares not being sold
under the aforesaid provision, the vendor may, after he has
transferred such of the shares sold as aforesaid to the
purchaser or purchasers, but, in any event, within 45 days
from the expiry of the said period of 60 days referred to in
sub-clause (e) hereof, transfer the shares not so sold to any
person, and at any price.
PERMISSIBLE TRANSFER AND TRANSMISSION
OF SHARES BY MEMBERS
13. Notwithstanding anything herein contained any shares may be
transferred without any restriction whatsoever by a member to
his spouse, daughter, son and legal descendant or son, father,
mother, any share of deceased, member may be transferred by his
executors of administrators or other legal representative to the
spouse, daughter, son and legal descendent or son, father,
mother or such deceased member (to whom such deceased
member may have specifcally bequeathed the same) and only
shares standing in the name of the trustees of the will of a
deceased member may be transferred upon any change as herein
provided. The restrictions in these Articles of relating to transfer
of shares shall not apply to any transfer authorised by these
Articles.
DIRECTORS MAY REFUSE TO REGISTER TRANSFER
14. Subject to the provisions of sub-section (8) of section 111 of the
Act, the Board may, on behalf of the Company and at its own
absolute and uncontrolled discretion and without assigning any
reason, decline to register or acknowledge any transfer of shares
(not withstanding that the proposed transferee be already a
member) but in such case, it shall within two months from the
date on which the instruments of transfer was lodged with the
Company send too the transferee and the transferor notice of the
refusal to register such transfer and return the documents lodged
as aforesaid to the transferor.
DIVIDEND
15. Subject to the Section 205 and 206 of the Act, there may, from
time to time, be paid to the members such dividends, interim or
otherwise, as may appear to the Board justifed by the profts of
the Company. No dividend shall be paid otherwise than out of the
profts of the year or any other undistributed profts including
reserves. The Company shall declare dividend at any Annual
General Meeting. Every Dividend Warrant may be sent by post to
the last registered address of the member entitled thereof and the
receipt of the person whose name, at the date of the declaration
of dividend, is entered in the register of members as the owner of
any share, or incase joint holders, of any one of such holders,
shall be good discharge to the Company for all payments made in
respect of shares. No unpaid dividend shall bear interest as
against the Company. A transfer of share will not pass the right to
any dividend declare thereon before the registration of the
transfer by the Company.
BUY-BACK OF SHARES
16. Subject to the provisions of the Sections 77, 77A, 77AA, 77B of
the Companies Act, 1956 or corresponding provisions the rules,
regulation, enactments and guidelines for the time being thereof
in force prescribed by the Central Government or any other
authorities, the Company may purchase its own Securities or
other specifed securities (hereinafter referred to as buy back)
out of
i) its free reserves; or
ii) the securities premium account; or
iii) the proceeds of any shares or other specifed securities
SWEAT EQUITY SHARES
17. Notwithstanding anything contained in Section 79 but subject to
the provisions of Section 79A, the Company may from time to
time by Special Resolution issue sweat equity shares of a class of
shares already issued.
BOARD OF DIRECTORS
18. Subject to the provisions of section 252 of the Act and unless and
until otherwise determined by the Company in General Meeting
the number of Directors shall not be less than two or more than
twelve.
DIRECTORS
19. The frst Directors of the Company shall be:
1. Director 1
2. Director 2

The aforesaid persons shall remain as Directors for their
respective life times or until voluntarily resigning their ofce and
shall be entitled to nominate their successors either by writing or
a will and such successors, and so on, the intention being that
the aforesaid two person or person(s) nominated by them and / or
their successors shall at all times be entitled to act as the
Directors of the Company.
HOLDING OF QUALIFICATION SHARES NOT NECESSARY
20. It shall not be necessary for a Director to hold any qualifcation
shares.
APPOINTMENT OF ADDITIONAL DIRECTOR
21. The Board shall have power at any time and from time to time
appoint any other qualifed person to be additional director,
provided that the total number of Directors shall not at any time
exceed the maximum fxed under the Articles. Any such
additional Director shall hold ofce only upto the date of next
Annual General Meeting but shall be eligible for re-appointment
as a Director.
DIRECTORS RETIREMENT BY ROTATION
22. The Directors of the Company shall not subject to retirement by
rotation and shall continue to hold ofce unless otherwise
determined by the Company in the General Meeting.
FILLING UP OF VACANCY
23. In the event of death or voluntary retirement of any of the
Directors, the remaining Directors then on Board shall have
power to fll up the vacancy. The Director so appointed shall hold
the ofce till the conclusion of the next following Annual General
Meeting.
VACATION OF OFFICE BY DIRECTOR
24. Subject to the provision of Section 283 (1) the ofce of the
Director shall also become vacant if he gives the Company one
month notice in writing when he resigns his ofce (The Company
may accept shorter notice). Any acts done in good faith by
Director whose ofce is vacated either by the provisions of section
283(1) or as aforesaid shall be valid unless prior to doing of such
at, the written notice shall have been served upon a company or
entry shall have been made in the Directors minute book stating
that such Director has ceased to be Director of the Company.
REMOVAL OF DIRECTOR
25. The Company may by passing resolution at any general meeting of
the members, remove any director before the expiration of his
period of ofce, and may appoint another person instead. The
person so appointed shall hold ofce during such time only as a
director in whose place he is appointed would have held the same
if he had not been removed.
DIRECTORS MAY ACT NOTWITHSTANDING VACANCY
26. The continuing directors may act notwithstanding any vacancy in
their body, but if and so long as the number of Directors is
reduced below the number fxed by or pursuant to the regulations
of the Company as the necessary quorum of Directors, the
continuing Directors may act for the purpose of increasing the
number of Directors to that number, or of summoning a general
meeting of the Company, but for no other purpose.
ALTERNATE DIRECTORS
27. The Board may appoint an Alternate Director to act for a Director
during his absence for a period of not less than three months
from the State in which the meeting of the Board is ordinarily
held. Every such Alternate Director, shall subject to his giving to
the Company an address in India at which notice may be served
on him, be entitled to notice of meeting of Directors and to attend
and vote as a Director and be counted for the purpose of a
quorum and generally at such meetings to have and exercise all
the powers and duties and the authorities of the Original
Director. The Alternate Director shall vacate ofce as and when
the Original Director returns to the State in which the meetings of
the Board are ordinarily held. If the terms of ofce of the Original
Director are determined before he returns to the State, any
provision in the Act or in these Articles for the automatic re-
appointment of retiring Director in default of another
appointment shall apply to the Original Director and not to the
Alternate Director.
ALLOWANCE TO DIRECTORS FOR ATTENDING MEETING
28. A remuneration to the Directors including Alternate Director for
attending meeting or any adjourned meeting of the Board or any
committee thereof shall be fxed from time to time, by the board,
and the absence thereof, no such remuneration shall be paid to
the Directors for the meeting attended to by them. The Company
will further be entitled to pay all the reasonable expenses
incurred by such Directors in attending such meeting by way of
traveling, lodging and boarding expenses and other incidental
expenses.
SPECIAL REMUNERATION
29. The Directors may award special remuneration out of the funds of
the Company to any Director going or residing abroad in the
interest of the Company or undertake any work additional to that
required of directors of a Company similar to this.
FURTHER REMUNERATION TO DIRECTORS
30. The Directors (including alternate Directors) shall be paid such
further remuneration (if any), as the Company in General Meeting
shall from time to time determine and such additional
remuneration which shall be divided among the Directors in such
proportion and manner as may from time to time be determined
by the Company in General Meeting.
CHAIRMAN
31. The Board may, from time to time, appoint any Director to be the
Chairman of the Board, for fxed term or without any limitation
as to the period for which he is to hold such ofce.
The Chairman of the Board shall be subject to the same
provisions as to resignations and removal as the other Directors
and he shall ipso facto and immediately, cease to be the
Chairman if he ceases to hold the ofce of Director for any cause.
MANAGING DIRECTOR
32. Subject to the provisions of Section 267 of the Act, any of these
articles, the board shall have power to appoint from time to time
any Director as the Managing Director of the Company, upon
such terms and conditions as the Board may think ft. The Board
may by a resolution vest in the Managing Director such of the
powers may be made exercisable for such period and periods and
upon such conditions and subject to the restrictions as it may
determine, the remuneration of a Managing Director may be by
way of monthly payment, fee for each meeting or participation in
profts or by any or all these modes or any other mode not
expressly prohibited by the Act. The Managing Director of the
Company shall not be liable for retirement by rotation.
POWER OF THE BOARD OF DIRECTORS
33. Subject to the provisions of law applicable to private companies
the Board shall be entitled to exercise all such powers and do all
such acts and things, as the Company is authorised to exercise
and do except as are not by the act or by these articles required to
be exercised by the Company in general meeting or which have
been prescribed by the Company in a General Meeting to the
exercised only it at such meeting, but no such regulation shall
invalidate any prior act of the Directors, which would have been
valid if such regulation had not been made. The restrictions on
the powers of the Board of Directors imposed by Section 293 in
the case of a public Company shall not apply in the case of this
Company and the Directors may exercise any of the powers
specifed therein without the consent of the Company in General
Meeting accorded by a special resolution subject to the provisions
of law applicable to private Companies.
BORROWING POWERS
34. The Directors may, at time and from time to time at their
discretion raise or borrow any sum or sums of money by receiving
loans, advances, deposits, for fxed period or otherwise with or
without security or otherwise, for the purpose of the Company
from any person/s., Banks/s, frm/s, or Company/s, expressly
including any member of Company as they deem ft. The
Directors may secure the repayment of such money together with
interest or premium thereon, in such manner and upon such
terms and conditions in all respects as they think ft and in
particular by way of mortgaging and or charging and/or pledging
the whole or any part of the Companys movable and immovable
property and assets, present or future, including the Companys
uncalled capital (if any) and may issue bonds, debentures or
debenture-stock either charged upon the whole or any part of the
assets, and properties of the Company or not so charged or
otherwise. Any bonds, debentures, debenture stock or other
securities issued or to be issued by the Company shall be under
the control of the control of the Directors, who may issue them
upon such terms and conditions and in such manner and for
such consideration as they shall consider to be for the beneft of
the Company.
DELEGATION OF POWER BY DIRECTORS
35. The Directors from time to time and at any time, may subject to
section 292 of the Act, delegate to any Managing Director, local
board, manager, attorney or agent, any of the powers, authorities
and discretion and any such appointment or delegations for the
time being may be made on such terms and subject to such
conditions including powers to sub-delegate 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 of such annulment or variation shall be
afected thereby.
PLACE OF BOARD MEETING
36. The meeting of the Board may be convened at such time and at
such place as may reasonably convenient, preference being given
to the Registered Ofce of the Company.
QUORUM OF BOARD MEETING
37. The quorum of the Board meeting shall be one third of the total
strength (any fraction contained in that one third being counted
as one) or two directors whichever is higher. However the number
of Directors present in an adjourned board meeting, the same will
from quorum.
NOTICE OF BOARD MEETING
38. (a) A Board meeting can be called by giving a notice of 24
hours.
(b) A notice calling the Board meeting need not contain any
agenda.
DIRECTOR MAY CONTRACT WITH COMPANY
39. A Director may hold any ofce or place of proft in the Company
(other than that of Auditor) in conjunction with the ofce of
Director, and may enter into contracts or arrangements or have
dealings with the Company, and shall not be disqualifed from
ofce thereby, nor debarred from exercising his vote as a director
when any such contract or arrangement is being deliberated, nor
shall be liable to account to the Company for any proft arising
out of any such contract, arrangement, or dealing to which he is
a party or in which he is interested by reason of his being at the
same time a Director of the Company, provided that such director
discloses to the meeting of the Directors , at which such contract,
arrangement, or dealing is frst taken into consideration, the
nature of his interest therein or if such interest is subsequently
acquired, provided that he discloses the fact that he has acquired
such interest was acquired. A general notice given to the Directors
by a Director to the efect that he is a member of a specifed
Company or frm, and is to be regarded as interested in any
contract, arrangement, or dealing which may, after the date of the
notice, be entered into or made with that Company or frm, shall,
for the purpose of this article, be deemed to be a sufcient
disclosure of interest in relation to any contract, arrangement, or
dealing so entered into or made.
GENERAL MEETING
40. In pursuance of section 170 of the Act, the following provisions
shall apply :

a) A general meeting of the Company may be called by giving
seven days notice in writing and section 171 shall apply,
subject to the said modifcation.
b) Section 173(2) shall not apply to the Company and
accordingly where any special business is to be transacted
at a general meeting there shall be no need to annex to the
notice of the meeting an explanatory statement.
c) No person shall be appointed a proxy unless and until he is
a member of the Company and accordingly section 176(2)
of the Act shall apply with such modifcation.
d) An instrument appointment a proxy shall be valid if it is
received by the Company at least 24 hours before the
meeting in order that the appointment may be efective
there at and accordingly section 176(3) shall apply with
such modifcation.
e) 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 exercised any right or
lien.
f) With the consent in writing of the majority of the members
for the time being a General Meeting may be convened at a
shorter notice than seven days or without notice.
OMISSION TO GIVE NOTICE NOT TO INVALIDATE
ANY RESOLUTION PASSED
41. The accidental omission to give any such notices as aforesaid to
any of the members of the non-receipt thereof , shall not
invalidate any resolution passed at any such meeting.
QUORUM OF GENERAL MEETING
42. Two members personally present shall be a quorum of any
general meeting of the Company.
VOTING RIGHTS
43. On a show of hands every member holding equity shares of the
Company, and present in person shall have one vote. On a poll,
every member holding equity shares of the Company whether
present in person or by proxy, shall have vote for each equity share
held by him. The holder of preference shares shall have no right to
attend or vote at any meeting of the Company except where law
otherwise directs.
BOOKS OF ACCOUNTS
44. (a) The Board shall cause proper books of account to be
maintained under Section 209 of the Act.
(b) The Board shall also, from time to time, determine whether
and to what extent and at what time and places and
under what conditions or regulations account books of the
Company of any of them shall be open to the inspection of
members, not being Directors.
(c) No member (not being a Director) shall have any right of
inspecting any account book or document of the Company
except as conferred by the Act and the other laws
authorised by the Company in General Meeting.
COMMON SEAL
45. The Board shall provide a common seal for the purpose of the
company and shall have power from time to time to destroy the
same and substitute a new seal in lieu thereof and the Board shall
provide for the safe custody of the seal for the time being and the
seal shall never be used except by the authority of the Board or
committee of the Board, previously given and in the presence of a
director or secretary of the Company or some other persons
appointed by the Board for the purpose. The Board shall also
provide for an ofcial seal for use in any territory, district or place
not situated in India and such ofcial seal shall be a fascimile of
the common seal of the Company with the addition on its face of
the name of the territory, district or place where to is to be used.
The regulation for the use of an ofcial seal for use outside India
shall be governed by the provisions of the Act. Provided
nevertheless that certifcates of shares or debentures may be
sealed and signed in the manner and in conformity with the
provisions of the Companies (Issue of Share Certifcates) Rules
1960.
INDEMNITY
46. Subject to the provisions of the Act, no director or other ofcer or
employee of the Company shall be liable for the acts, receipts,
neglects or defaults of any other director or ofcer or employee for
joining in any receipt or other act for the sake of confrmity or for
any loss or expense happening to the Company through
insufciency or defciency of the title to any property acquire by
order of the Board of Directors for or on behalf of the company or
for the insufciency or defciency of any security in or upon which
may of the moneys of the Company shall be invested or for any
loss or damage arising from bankruptcy, insolvency or tortuous
act of any person with whom any moneys, securities or efects
shall be deposited or for any loss, damage or misfortune whatever
which shall happen in the execution of the duties of his ofce or in
relation thereto unless the same happens through his own
negligence, default, misfeasance, breach of duty or breach of trust.
ARBITRATION
47. All disputes respecting the interpretation of these Articles or
among the shareholders inter-se or the shareholder vis--vis the
Directors or Managing Director shall be referred to arbitrators,
one to be nominated by each disputant, and their decision shall
be binding on the parties concerned. In case the arbitrators are
unable to decide amongst themselves on the point or points
referred to them, they shall refer them to the umpire appointed
under the Indian Arbitration Act, 1940.
WINDING-UP
48. In all respects the winding up proceedings of the Company when
taken up shall be governed by the Companies Act, 1956. In the
event of winding up the Company may distribute among the
members of the company in specie or otherwise any property of
the Company subject to the provisions of the Companies Act,
1956 or any other law for the time being in force.
MEMBERS NOT ENTITLED TO INFORMATION
49. No member shall be entitled, except to the extent expressly
permitted by the act or these Articles, to enter upon the property
of the Company or to require discovery of or in information
respecting any detail of the Companys trading or any matter
which is or may be in the nature of a trade secret, mystery of trade
or secret process which may relate to the conduct of the business
of the Company and which may relate to the conduct of the
business of the Company and which in the opinion of the
Directors it will be inexpedient in the interest of the members of
the Company to communicate to the public.
GENERAL AUTHORITY
50. Wherein the Companies Act, 1956, it has been provided that the
Company shall not have any right, privilege, or authority of that
the Company cannot carry out any transaction unless the
Company is so authorised by its Articles, then and in that case
this Article, hereby authorizes and empowers the Company to
have such right privilege or authority and to carry out such
transaction as have been permitted by the Companies Act, 1956
without there being any other specifc Article in that behalf herein
provided.
***********************************
We the several person whose names addresses, descriptions are, hereunder
subscribed are desirous of formed into a Company in accordance with and
pursuance of the Articles of Association
Names , Description Address and
Occupation of Subscribers
Signature
of the
Subscribers
Name, Address and
occupation of witness
to
Date:
Place: -

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