Draft MOA and AOA of Section 8 Company in INC-13

draft-moa-and-aoa-of-section-8-company-in-inc-13
Draft MOA and AOA of Section 8 Company in INC-13

Under Companies Act, 2013 the Memorandum of Association (MOA) of Section 8 Company should be in form INC-13. Under prescribed form INC-13 there are 12 clauses. The below MOA of section 8 company is drafted in prescribed form INC-13.  

MEMORANDUM OF ASSOCIATION
OF
……………………………………………..
 (COMPANY LIMITED BY SHARES NOT FOR PROFIT UNDER SECTION 8 OF THE
COMPANIES ACT, 2013)

 1.     The name of the company is "__________________".

 2.      The Registered office of the Company will be situated in the State of ……………………..

 3.      The objects for which the company is established are :-

  (A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ARE:

(i)
(ii)
(iii)

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

 (B)MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE  3 (A) ARE:

1.  To acquire by purchase, lease, exchange or otherwise any movable or immovable property and any rights or privileges which the Company may deem necessary convenient for the main business of the Company.
2. To enter into partnership or any other financial arrangement, union of interest joint venture, reciprocal, concession or co-operation with persons or companies carrying on or engaged in the main business of the company.
3.  To import, buy, exchange all kinds of plant machinery, apparatus, tools and things, necessary for carrying on the main business of the Company.
4.  To vest any movable or immovable property, rights or interests acquired by or received or belonging to the Company, in any person or persons or company on behalf of or for the benefit of the Company and with or without any declared trust in favour of the Company.
5.   To purchase or otherwise acquire, construct, carry out, equip, maintain, alter, improve, develop, manage, work, and control factories, warehouses workshop, sheds, dwellings, offices, shops, stores, buildings, electric & electronic goods/equipments, all other kinds of works, machinery, apparatus, labour lines, houses and such other works and conveniences necessary for carrying on the main business of the Company.
6.  To acquire and takeover the whole or any part of the business, goodwill, trade-marks, properties and liabilities of any person or persons, firms, companies or undertake other existing or new, engaged in or carrying or proposing to carry on the main business which the Company is authorized to carry on and possessed of any property or rights suitable for the main business of the Company and to pay for the same either in cash or in shares or partly in cash and partly in shares or by any other kind of financial arrangement.


7.   To undertake or promote scientific research relating to any business or class of business in which the company is engaged in.
8. To negotiate and enter into agreements and contracts with Indian and foreign individuals, companies, corporation and such other organizations for technical, financial or any other assistance for carrying on all or any of the main objects of the Company or for the purpose of activating research and development of manufacturing projects on the basis of know-how, financial participation or technical Collaboration and acquire necessary formulae and patent rights for furthering the main objects of the Company.
9.  To amalgamate with any other such company or companies having all or any objects similar to the objects of this Company in any manner whether with or without process of liquidation of that Company.
10. Subject to the companies Act, for the time being in force, to undertake or take part in the formation, supervision or control of the main business or operations of any person firm, body corporate, association, undertaking carrying on the main business of the Company.
11. To apply for, obtain, purchase or otherwise acquire prolong and renew any patents, patent rights, brevets de-invention, processes, scientific technical or such other assistance of all types, manufacturing, process know-how such other, information, designs, patents, copyrights, trademarks, licences, concessions and rights or benefits, conferring an exclusive or non-exclusive or limited or right or use thereof, which may seem capable if being used for or in connection with the main objects of the Company or the acquisition of which may seem directly for indirectly to benefit the Company on payment of any fee, royalty or such other consideration of all type and to use, exercise or develop the same or grant licences in respect thereof and to spend money in experimenting, upon, testing or improving any such patents, inventions, rights or concessions.
12. To apply for and obtain any orders, charter, privilege concession, licence or authorisation from any Government, State or such other Authority for enabling the company to carry on its main objects into effect or for extending any of the powers, of the company or for effecting any modification of the constitution of the company or for any other such purpose which may seem expedient and to oppose any proceedings or applications which may seem directly or indirectly to prejudice the interest of the company.


13. To enter into any arrangements with any Government or Authorities or any persons or companies that may seem conducive to the main objects of the company or any of them and to obtain from any such Government, Authority, person or any company rights, charters, contracts, licences and concessions which the company may obtain and to carry out, exercise and comply therewith.
14. To procure the company to be registered or recognised in or under the laws of any place outside India and to do all acts necessary for carrying on in any foreign country the main business of the Company.
15. To draw, make, accept, discount, execute and issue bills of exchange, promissory notes, bills of landing, warrants, debentures and such other negotiable or transferable instruments or securities of all types and to open Bank Accounts and to operate the same in the ordinary course of business.
16. To advance money, either with or without security to such persons and upon such terms and conditions as the company, may deem fit and also to invest and deal with the moneys of the company, not immediately required, in or upon such investments and in such manner as may, be determined, not being investment in company’s own shares provided that the company shall not carry on the main business of banking as defined in the Banking Regulations Act, 1949.
17. Subject to applicable provisions of Companies Act, 2013 and the Regulations made there under and the direction issued by Reserve Bank of India to receive money on deposits or loans and to borrow or raise money in such manner and at such time or times as the company may determine and in particular by the issue of debentures, debenture-stock, perpetual or otherwise and to secure the repayment of any money borrowed, raised or owning by mortgage, charge or lien upon all or any of the properties or assets of revenues and profits of the company, both present and future, including its uncalled capital and also by a similar mortgage, charge or lien to secure and guarantee the performance by the company or any other such person or company of any obligation under taken by the company of such other person or company and to give the lenders the power to sell and such other powers as may seem expedient and to purchase redeem or pay off any such securities.
18. To undertake and execute any trusts, the undertaking of which may seem to the company beneficial either gratuitously or otherwise in connection with the main business of the company.
19. To establish or promote or concur in establishing or promoting any company, for the purpose of acquiring all or any of the properties, rights and liabilities of the company.
20. To mortgage, lease, exchange, grant licence and other rights, manage, develop or dispose of undertaking, investments, assets and rights of the company or any part thereof for such consideration as may be conducive to the main business of the company.
21. To employ agents, consultants, advisors or other experts for existing activities, future planning of any other works, to investigate and examine into the conditions prospects, value, character and circumstances of main business concerns and undertakings and generally of any assets, properties or rights which the company purposes to acquire.
22. To create any reserve fund, sinking fund, insurance fund or any other such special funds whether for depreciation, repairing, improving, research, extending or maintaining any of the properties of the company of for any other such purpose conducive to the main objects of the company.


23. To establish and maintain or procure for the establishment and maintenance of any contributory or non-contributory pension or superannuation, provident or gratuities funds for the benefit of and give or procure the giving of the donation, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the company, or any company which is a subsidiary of the company is allied or associated with the company of with any such subsidiary company who are or were at any time Directors or officers of the company or any other such company and the wives, widows, families and dependants of any such persons and also to establish and subsidize and subscribe to any institutions, associations clubs or funds of or in advance the interests and well being of other Company or any such other company or persons as aforesaid and make payments to or towards the insurance of any such persons and to do any other matters either alone or in conjunction with any other company.
24. To establish for any of the objects of the company branches or to establish any firm or firms at place in or outside India as the company may determine.
25.To pay out of the funds of the company all costs, charges and expenses of and incidental to the formation and registration of the company and any company promoted by the company and also all costs, charges, duties, damages and expenses of any incidental to the acquisition by the company of the property or assets.
26. To send out to foreign countries and any where in India its directors, employees or any other such person or persons for investigating possibilities of any business or trade for procuring and buying any machinery or establishing trade connections or for promoting the main business of the company and to pay all expenses incurred in connections therewith.
27.To compensate for loss of office of any Managing Director or Directors or such other officers of the company within the limitations prescribed under the Companies Act, 2013 or such other statutes or rules having the force of law and to make payments to any person whose office of employment or duties may be determined by virtue of any transaction in which the company is engaged in.
28. To agree to refer to arbitration any disputes present or future between the company and any such other company, firm, individuals or any other such body and to submit the same to arbitration in India or abroad either in accordance with Indian or any foreign system of law.
29.To appoint agents, sub-agents, dealers, consultants, advisors, managers, canvassers, sale representatives or salesmen for transacting the main business of this company and to constitute, agencies of the company in India or in any other country and to establish units and agencies in different parts of the world.

The doing of all such other lawful things as considered necessary for the furtherance of the above objects :


 4.   The objects of the company extend to the State of ……. in Particular & whole of India in General.


 5.(i)  The profits, if any, or other income and property of the company, whensoever derived, shall be applied solely for the promotion of its objects as set forth in this Memorandum.                    
(ii)  No portion of the profits, other income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to persons who, at any time are, or have been members of the company or to any one or more of them or to any person claiming through any one or more of them.
(iii) No remuneration, or other benefit in money or moneys worth shall be given by the company to any of its members, whether officers or servants of the company or not, except payment of out of pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company.
(iv) Nothing in this clause shall prevent the payment by the company in good faith of prudent remuneration to any of its officers or servants (not beings members) or to any other person (not being a member), in return for any services actually rendered to the company.
(v)  Nothing in clauses (iii) and (iv) shall prevent the payment by the Company in good faith of prudent remuneration to any of its members in return for any services, (not being services of a kind which are required to be rendered by a member), actually rendered to the Company


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

7.   The liability of the Members is Limited.

8.   The Authorised Share capital of the company is Rs. ………. (Rupees ………..) only divided into …     (One Crore) equity Shares of Rs. …/- each & ……….. (……….) Preference Shares of Rs. …/- each.

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

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

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

12.  We, the several persons whose names, addresses, description, and occupation are hereunto are desirous of being formed in to a company not for profit, in pursuance of this Memorandum of Association:-

S. No.
Name, Description, Addresses, and Occupation of the Subscribers
No. of Equity Shares taken by each Subscriber
Signature of the Subscriber
Name, Description, Address and Occupation of the Witness
1.

.

.


2.









.




TOTAL





                DRAFT AOA OF SECTION 8 COMPANY UNDER COMPANIES ACT, 2013

ARTICLES OF ASSOCIATION
OF
……………………………….
(COMPANY LIMITED BY SHARES NOT FOR PROFIT UNDER SECTION 8 OF THE
COMPANIES ACT, 2013)

     INTERPRETATION
1.In these Articles unless there by anything repugnant to the subject or context the following words shall have the meaning written against them:-

a)      The Company' means ………………………...

b)      The Act' or 'The said Act' means the Companies Act, 2013 as amended by any Act or Acts for the time being in force in the union of India.

c)      'The Director(s) means the Director (s) for the time being of the Company and includes any person occupying the position of a Director by whatever name called or the Director assemble at a meeting of the Board of Directors.

d)       'The Office' means the Registered Office for the time being of the Company.

e)      'Seal' means the Common seal of the Company.

f)        'Writing' shall include printing and lithography and any other mode of representing or reproducing words in visible form and includes fax and e-mails.

g)      'The Board' means the Board of Directors of the Company.

h)       'The Managing Director' means Managing Director of the Company, as defined under Section 2(54) of the Companies Act, 2013.



Table “F” to apply
2.  The Regulation contained in table “F” in the first Schedule of the Companies Act, 2013 and applicable to Public Limited Companies shall apply to this Company except as modified herein by these Articles.

Public Company
3.   This company is a public limited Company within the meaning of Section 2(71) of the Companies Act 2013.
  
Share capital and variation of rights
4.  The Authorised Share capital of the company is Rs. ……………. (Rupees ……………) only divided into ………. (……….) equity Shares of Rs. …/- each & …… (……..) Preference Shares of Rs. …/- each.

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

6. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,—
(a)   one certificate for all his shares without payment of any charges; or
(b)   several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.
(iii)In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

7.      If any share certificate be worn out, defaced, mutilated or tom or if there be no further space on the back for endorsement of transfer, then upon production and surrender *reef to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.
8. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

9. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall tails mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question.

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

11.  Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.
Lien
12. (i) The company shall have a first and paramount lien—
(a)  on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company:
    Provided that the Board directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause.
(ii)    The company's lien, if any, on a share shall extend to all dividends payable and bonuses            declared from time to time in respect of such shares.

13. The company may sell, in such manner as the Board thinks fit, any shares on which the company          has a lion:
Provided that no sale shall be made—
(a)      unless a sum in respect of which the lien exists is presently payable; or
(b)    until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

14. (i)     To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof.
      (ii)     The purchaser shall be registered as the holder of the shares comprised in any such transfer
     (iii)    The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

15. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.

Transfer of shares
16. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

17. The Board may, subject to the right of appeal conferred by section 58 decline to register---
(a)      the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b)      any transfer of shares on which the company has a lien.

18. The Board may decline to recognise any instrument of transfer unless—
(a)    the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;
(b)   the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(c)    the instrument of transfer is in respect of only one class of shares.

19. On giving not less than seven days' previous notice in accordance with section 91 and rules made there under, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year

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

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

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

23.  (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At-any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.

24.   (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares,

25.   (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be Conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.
(ii)      The company may receive the consideration, if any, given for the share oh any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.
(iii)     The transferee shall thereupon be registered as the holder of the share.
(iv)     The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

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

Alteration of capital
27. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution.

28. Subject to the provisions of section 61, the company may, by ordinary resolution,—
(a)      consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b)      convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;
(c)      sub-divide its existing shares or any of them into shares of smaller amount than is fixed buy the memorandum;
(d)      cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

Buy-back of shares
29.  Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities.

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

31.   (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
 (ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

Proceedings at general meetings
32.  (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.

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

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

35. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting.
  
Adjournment of meeting
36. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Voting rights
37. Subject to any rights or restrictions for the time being attached to any class or classes of s hares,—
(a)      on a show of hands, every member present in person shall have one vote; and
(b)      on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.

38. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.

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

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

41. (1) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.

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

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

44. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

Board of Directors
45.Until otherwise determined by the Company in a General Meeting the number of Directors shall not be more than fifteen including Nominee Directors.

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

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

48. All cheques, promissory notes, drafts, hands, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine,

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

50.  (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a personas an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.

Powers of the Board
51.  Subject to the provisions of the Act, the Board of the Directors shall be entitled to exercise all such powers, and to do all such acts and things, as the Company is authorized to exercise and do. Further provided that the Board shall not exercise any power to do any act or thing which is directed or required, by any provisions of the Act or by the Memorandum or Articles of the Company or otherwise, to be exercised  or done by the Company in General Meeting, provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in the Act or in the Memorandum or Articles of the Company, or in any regulations not inconsistent there with and duly made there under including regulations made by the Company in General Meeting. No regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation has not been made.

52.   Subject to the provisions of the Companies Act, 2013 board may appoint a professional or any other person having deep knowledge of concerned industry/cluster for such period and upon such terms as it may think fit, for the conduct of management of the business of the company subject to the control and supervision of the Board of Directors.
  
 Nominee Director
53. Subject to the provisions of the Companies Act, 2013 and not with standing anything to the contrary contained in these Articles, the Board of Directors of the Company may agree with the any Financial Company, Body Corporate, Bank, Insurance Corporation, Mutual Fund or Institution (herein after referred to as "The Institution ") shall have a right to appoint, remove, re-appoint, substitute from time to time, their nominee as a Director (hereinafter referred to as "the Nominee Director") on the Board of the Company, so long as any moneys remain owing to them or any of them by the Company out of any financial assistance granted by them or any of them to the Company by way of loan and/or holding debentures and/or shares in the company and/ or as a result of underwriting or direct subscription and/ or liability of the Company arising out of the guarantee furnished by the Institution on behalf of the Company, remains outstanding or in terms of any Agreement made between the Institution and the Company.

Share Qualifications
54. No Director shall be required to hold any share or qualification shares of the Company.

  Proceedings of the Board
55. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.
(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.

56.  (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.

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

58.   (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
(ii) If no such chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their numbers to be Chairperson of the meeting.

59.    (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

Quorum for board meetings
60.      The quorum for a meeting of the Board of directors of the company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher.

61.      Provided that where at any time the number of interested directors exceeds or is equal to two-thirds of the total strength, the number of the remaining directors, that is to say, the number of the directors who are not interested, present at the meeting being not less than 2 shall be the quorum during such time.

62.      Interested director means any director whose presence cannot, by reason of his being interested in some manner in the subject matter of discussion be counted for the purpose of forming a quorum at a meeting of the Board, at the time of the discussion or vote on any matter.

Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
63.   Subject to the provisions of the Act,—
(i)     A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board;
(ii)   A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.

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

The Seal
65. (i) The Board shall provide for the safe custody of the seal.
(ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors-and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.

Accounts
66.      The Directors shall cause true accounts to be kept of (a) all sums of money received and expended by the company and matters in respect of which such receipt and expenditure take place (b) all income, sales and purchases of goods or services by the company (c) the assets and liabilities of the company and generally of all its commercial, financial and other affairs, transactions and engagements and of all other matters, necessary for showing the true financial state and conditions of the company.

67.     (1) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors.
     (2) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorized by the Board or by the company in general meeting.

Secrecy Clause
68.     No member shall be entitled to enquire discovery of or any information with respect to any detail of the company's trading or any matter which may be of 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 in the opinion of the Directors it will be inexpedient in the interest of the Company to communicate the same.

Indemnity

69.  Subject to the provisions of Section 206 of the Companies Act, 2013 the Chairman, Directors, Auditors, Managing Directors and other officer for the time being of the Company and any trustees for the time being acting in relation to any of the affairs of the Company and their heirs and executors, shall be indemnified out of the assets and funds of the Company from or against all bonafide suits, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or committed in or about the execution of their duties in their respective offices except those done through their willful neglect or default. Any such officer or trustee shall not be answerable for acts, omissions, neglects or defaults of any other officer or trustee.


We, the several persons whose names, addresses, description, and occupation are hereunto are desirous of being formed in to a company not for profit, in pursuance of this Articles of Association:-

S. No.
Name, Description, Addresses, and Occupation of the Subscribers
No. of Equity Shares taken by each Subscriber
Signature of the Subscriber
Name, Description, Address and Occupation of the Witness
1.





2.




TOTAL




The MOA and AOA of Section 8 company under Companies Act, 2013 have to be signed by 
the subscribers indicating the number of shares to be subscribed by each of them against their
 names in the MOA. The Articles of Association also mentions the names of the First Directors 
of the Company.
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