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certificate of Incorporation
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OoJPOl'1lle Identity Number : U51109KA2012PTC063338 2011 - :;.r;12
l.her.eb)'~rtl~ tltel'Mclftngo Organics Private Limited Is- thi.s day lncorpot'eOted u;~der
. the Companies Ad,19~ (No.1 of 195&):and thllt the company is pril/8te IImitr.d, *"*
GjVlMl at Bangalor& this Thirtle.th day of March two Thousand Twelve,

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MEMORANDUM & ARTICLES OF

ASSOCIATION
OF
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MORINGO ORGANICS PRIVATE LIMITED
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Form 1
• Certificate of Incorporation
Ooc;porale Identity N\.Imber ; U51109KA2012PTC063338 2011 - 2012
f .hereby<eert/fy IuIl'MofIngo ~niCS ·Prlvate Limited Is this day Incorporated under
. theCompenilSAe1, '1~ (No. 1 of 1956~ and that the eori\pany is private limimd.

Given at Blllngarore this Thlrtftth day of Match Two Thousand Twelve.

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I

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Moringo Organics Private limited

I. The name of the ComP.SDY is "Morlngo Organics PrIvate Limited".

II. The Registered Office of the Company will be situated in State of Karnataka.

III. The Objects for which the Company is established are:

•
A. MAIN OBJECTS Of THE COMPANY TO BE PURSUED BY THE COMPANY ON
ITS INCORPORATION:

1. To carry on the business of producing. improving. processing. distributing.

Importing. exporting. direct seUing. ecommerce selling. buying. marketing and
trading ' as wholesaler, merchant, agent, SUb-agent, stockiest and dealer in
various types of health care and nutritional food supplements and products,
proteins, minerals, vitamin food stuffs, cosmetics, baby care products, dietetic
foods, family care products, beverages, tonics, restoratives, aerated mineral
waters, agricultural products, fruits and consumable provisions of every
description for human or animal consumption and indulge in trading activities of
goods and consumables of every description.

•
•
 B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN
OBJECTS:

1. To advertise and adopt means of making known the business activities and
the products of the company or any articles or goods traded or dealt In by
the company or for any services rendered by the Company in any way as
may be expedient including the Issue of Circulars, Books, Pamphlets, Price
Usts, Joumals, Magazines, and the conducting of competitions, exhibitions
and the giving of prizes, rewards and donations.

2. To import aJl kinds of equipments, tools and machinery required to set up

and carry on the said projects in the main object and arrange financial
assistance, bank loans for any project to be develOped and to enter into Joint
Venture with State Government, other Government authorities as well
private bodies for provision of services and products developed by the
Company.

3. To apply for, purchase or by other means acquire and protect, prolong and
renew, whether in India or elsewhere, any patents, patent rights, inventions,
licenses, protections and concessions which may appear likely to be
advantageous or useful to the Company, and to use and turn to account, and
to manufacture under or grant licenses or privileges in respect of the same,
and to expend money in experimenting upon and testing and in improving or
seeking to improve any patents, inventions or rights which the Company
may acquire or propose to acquire.

4. To purchase or otherwise acquire or undertake all or any part of the

business, property, assets, rights and liabilities of any person or company or,
the whole or any portion of the shares in or securities of, or obligations or
liabilities of any company carrying on any business which this Company is
authorised to carry on or which appears calculated directly or indirectly to
benefit this Company, or possessed of property or rights suitable for the
purposes of this Company.

5. To sell, lease, grant licenses, easements and other rights over and in any
other manner, deal with or dispose of the undertaking. property, assets,
rights and effects of the Company or any part thereof, for such consideration
as the Company may think fit and In particular of shares, debentures or
securities of any other Company.

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6. To invest and deal with the moneys of the Company not Immediately
required in such manner as may from time to time be determined and from
time to time sell or vary such investments and to execute all assignments,
transfers, receipts & documents that may be necessary in that behalf and to
advance money and assets of all kinds with or without security and give
credit to such persons including Government and upon such terms and
conditions as the Company may think fit, provided that the Company shall
not cariy on Banking business:

7. To enter into guarantees, indemnities, bonds and undertakings and to

provide cash depoSits, counter-indemnities or any other form of security
whatsoever which may be required or acceptable in India for the
performance of the obligations of or to secure claims against any person.

8. Subject to the provisions of FEM (Transfer or issue of Security by a person

resident outside India) Regulations 2000 or any other relevant guidelines
issued by the Central Government from time to time, any person, Company,
entity, Institution, trust or organization resident or established outside India
may invest in the Company.

9. Subject to the provisions of Banking Regulation Act, 1949 as subsequently

amended from time to time, to draw, make, accept, endorse, discount, buy,
sell, collect, deal in, execute and issue bills of exchange, hundies, promissory
notes, coupons, drafts, bills of lading, railway receipts, warrants, debentures,
scrips and other negotiable or transferable instruments or securities
whether transferable / negotiable or not and to discount, accept, collect Bills
of Exchange, Hundies, Promissory Notes, Coupons, drafts, Bills of Lading, and
other instruments and securities whether transferable / negotiable or not.

10. To effect all such insurances in relation to the property of Company and the
carrying on of its business and any risk incident thereto as may seem
expedient.

11. To refer to or agree to refer any claims, demands, dispute 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 members or
members of the Company and / or his representatives, or between the
Company and third parties, to arbitration and to observe and perform and do
all acts, matters and things to carry out or enforce the awards, to act as
agents for service of process and otherwise represent foreign entities in legal
and arbitral proceedings in India.

12. To form or promote any company or coinpanies, whether in India or

elsewhere, having amongst its or their objects the acquisition of all or any of
the assets or control or development of the company or any other objects
which In the opinion of the company could or might directly or indirectly
assist the company In the development of its properties or otherwise prove
advantageous to the company and to pay all of the costs and expenses
incurred in connection with any such promotion or incorporation and to
t.
remunerate any person or company in any manner it shall think fit for
services rendered or to be rendered.

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13. To amalgamate. or merge with any other company or enter into partnership
or into any arrangement for sharing profit, union of interest. co-operation.
joint venture. reciprocal concession or otherwise with any person. firm or
aompany whether Indian or foreign. carrying on or engaged in or about to
carry on or engage in any business or transaction which this Company is
authorised to carry on or engage in.

14. To take or otherwise. acquire and hold. re-sale. dispose off shares in any
other company to pay for any properties. rights or privileges. acquired by
this Company or partly in shares and partly in cash or otherwise and to give
shares or stock of this company in exchange for shares or stock .

15. To provide for or utilise such sum or sums of money that may be agreed
upon by the Company from time to time for research and development
connected with the objects of the Company and for the protection of the
interest of the Company and securing any process or processes I patent or
patents or protecting any invention or inventions which the Company may
acquire or propose to acquire or deal with.

16. To appoint engineers. technicians. professionals. contractors. managers.

brokers. canvassers. agents and other persons and to establish. undertake.
transact, execute. and maintain agencies or branches in any part of India or
elsewhere for the purpose of the company's business and to discharge and to
discontinue the same.

17. To engage any person. firm or company rendering professional. consultancY

or advisory services to the Company and to remunerate any such person.
firm or company as may be though expedient.

18. To negotiate and enter into agreements and contracts with Indian and
foreign individuals. companies. corporations and such other organisations
for technic8I. financial or any other assistance for carrying out all or any of
the ' 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 objects of the company.

19. To purchase or to lease or take on licence or in exchange. hire or otherwise

acquire and to erect, maintain. reconstruct, and adopt any land. building and
any other kind of real and personal property whether moveable or
immovable necessary or convenient for the purpose of the business of the
Company and for that purpose to enter into any Agreement, Deed of Sale or
any kind of arrangement with any party: and to create any kind of fund
(depreciation. reserve. Sinking. insurance) for repairing. maintaining.
improving or replacing its assets I properties and also to extend. expand.
develop the business of the Company by adding or altering. enlarging all or
any of the buildings. premises and machinery stock in trade etc. for the time
being the property of or in possession of the Company and by expending
from time to time. such sums of moneys as may be necessary or expedient
for the purpose of improving. repairing and maintaining the buildings.
machinery and property for the time being of the Company.

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20. To exchange, sell, convey, mortgage, assign or let on lease or leases the
whole or any part of the property (whether movable or immovable) of the
Company and to accept as consideration for or in lieu thereof other land or
cash or Government securities or securities guaranteed by the Government
of India or Provincial or other Governme.n t or MunicipaL Port Trust,
Railways or other authority or shares, debentures, stocks, bonds or
securities of any other company or companies or partly one or partly the
other or sucb other company and to take back or reacquire any property so
disposed off by repurchasing or leasing the same for such price or prices and
on such terms and conditions as the Company may think fit

21. To apply for, purcbase or otherwise acquire and ·protect, prolong and renew
whether in India or in any part of the world, for the purpose of using in its
business, any patents, patent rights, copy rights, sophisticated technology,
designs, licences, concessions and the like, conferring any exclusive or non-
exclusive or limited right to use any secret, technical or other information as
to any invention which may seem capable of being used for any of the
purposes of the Company or the acquisition of which may directly or
indirectly benefit the Company.

22. To undertake the payment of all rent and the performance of all covenants,
conditions and agreements contained in and reserved by any lease that
maybe granted or assigned to or is otherwise acquired by the Company.

23. To purchase the reversion or reversions or otherwise acquire the freehold

rights in all or any part of the lands for the time being held under lease or for
an estate less than a freehold estate by the Company.

24. To enter into any arrangements with any Government Authorities (Centr3l,
State, Municipal, local or others) or Company (whether incorporated in India
or outside India) firm or person that may seem conducive to the attainment
of Company's objects or any 'of them and to obtain from any such
Government or other authorities any orders, charters, licences.
authorisations, rights, subsidies, loans, indemnities, sanctions, protection,
privileges and concessions which the Company may think desirable to obtain
and to carry out, exercise and comply with any arrangements, rights,
privileges, subsidies and concessions.

25. To undertake or take part in the formation. supervision or control of the

business or operations of any person, firm, body, corporation and tu
promote or form any company or companies for the purpose of acquiring all
or any part of the property, rights and liabilities of the Company or
undertaking any business or to acquire and undertake the whole or benefit
the Company or to acquire and undertake the whole or any part of the .
business, goodwin, property and liabilities of other persons, firms and
companies or undertakings either existing or new, engaged in or carrying on
or proposing to carry on any business which this company is authorised to
carry on or possessed of any property or rights suitable for the purposes of
the company by paying or contributing towards the preliminary expenses
thereof or providing the whole or part of the Capital thereof or by takin~
shares therein or by advancing money.

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26. To advance money to such persons and on such terms as may seem
expedient and in particular to member of the staff, customers and others
having dealings with the Company and to guarantee the performance of
contracts and engagements by any such persons.

27. To make advances of such sum or sums of money upon or in respect of or for
the purchase of goods, machinery, stores or any other property, articles and
things required for the purposes of the Company upon such terms, with or
without security as the Company may deem expedient

28. Subject to the provisions of section 292 & 58A of the Companies Act. 1956
and as per directives of the Reserve Bank of. India, to borrow or rruse or
secure the payments of money or to receive money on deposit at interest for
any of the purposes of the Company and at such time or times and in such
manner as may be thought fit in particular by the issue of debentures or
debenture-stock, perpetual or otherwise, including debentures or
debenture-stock convertible into shares of this or any other company or
perpetual annuities and as security for any such money so borrowed, raised
or received or of any such debentures or debenture-stock so issued, to
mortgage, pledge or change the whole or any part of the property, assets, or
revenue and profits of the Company, present or future Including its un~alled
capital, by special assignment or otherwise or to transfer or convey t..l}e
same absolutely or in trust and to give the lellders power of sale and other
powers as may seem expedient and to purchase, redeem . or pay off any
securities. Provided that the Company shall not carry on Banking business
as defined in the Banking Regulation Act, 1949.

29. To apply for, promote and obtain any order, licence or consents of the
Department of Industry or other AuthOrity for enabling the Company to
carry any of its objects into effect or for effecting any modificatit'n of the
Company's constitution or for any other purpose which may seem calculated.
directly or indirectly to promote the Company's interests and to oppose any
proceedings directly or indirectly that are likely to prejudice the Company's
interests.

30. To open account or accounts with any Bank or Banks and to pay into and to1
withdraw money from such account or accounts.

31. To remunerate any person, firm or company for services rendered or to b~

rendered in placing or assisting to place or guaranteeing of any of the shares
in the Company's capital or any debentures or debenture stocks or other
securities of the Company or in or about the formation or promotion of the
Company or the conduct of its business.

32. Subject to the provisions of the Companies Act, 1956. to seU 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, debenturE'.s ;)r
securities of any other company having objects altogether or in part slmil'lT
to those of this Company.

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33. To enter into sucb contracts as may be necessary for all or any contracts
from time to time and upon such terms and conditions as may be thought
expedient

34. To distribute any of the property of the Company or any proceeds of sale or
disposal of any property in specie or kind among the members, subject to the
provisions of the Companies Act, 1956, in the event of winding up of the
Company.

35. To payout of the funds of the Company all expenses of and incidental to the
formation, registration, advertisements and establishment of the Company.

36. To create any reserve fund, sinking fund, insurance fun or any other special
fund whether for depreciation or for repairing. insuring. improving.
extending or maintaining any of the property of the Company or for any
other purpose, conducive to the interest of the Company.

37. To distribute as bonus shares amongst the member or to place in reserve :)T
otheJWise to apply as the Company may from time to time determine. any
moneys received in payment offorfeited shares and moneys arising from the
sale by the Company of forfeited shares or any moneys received by way of
premium on shares or debentures issued at a premium by the Company.

38. Subject to the provisions of Section 293A of the Act, to subscribe, contribute,
gift or donate any moneys, rights or assets for any national, educational,
religious, charitable, scientific, public, general or useful object or to make
gifts or donations of moneys or such other assets to any institutions, clubs,
, societies, associations, trusts, scientific research associations, funds,
universities colleges or any individual, body of individuals, or bodies
corporate.

39. To establish and maintain or procure for the establishment and maintenance
of any contributory or non-contributory pension or super- annuatio!!,
provident or gratuity funds for the benefit of and give or procure the giving
of donatioilS, gratuities, pensions, allowances. bonus 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 or is allied
to or associated with the Company or with any such subsidiary company or
who are or were at ariy time Directors or officers of the Company or any
other such company as aforesaid and the wives, widows, families ar..\
dependents of any such persons and also to establish and sub5idise and
subscribe to any institutions, associations, clubs or funds calculated ~o be for
the benefit of or to advance the interests and well-being of the Cornp,my or
any such other Company or persons as aforesaid and make payments to or
towards the Insurance of any such persons as aforesaid and to do any of me
matters aforesaid, either along or in conjunction with any such otb~r
company as aforesaid.

40. To do the above things in any part of the world either as principals, agents,
contractors, trustees or otheJWise and either by or through agents, trustees,
sub-contractors or otheJWise and either alone or in conjunction wlth other~

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and to allow any property to remain outstanding with such agents or
trustees.

C. OTHER OBJECTS (NOT INCLUDED IN A" B ABOVE)

1. To cany on the business of power generation and distribution by

conventional methods and to promote and operate energy conserv3tion
projects, power houses, transmission and distribution systems for
generation, distribution, transmission and supply of electricity energy.

I .
2. To manufacture, fabricate, ·apply process, import, export. trade and deal in
glass of all kinds including without limitation glass for manufacture of
cathode ray tubes, vacuum tubes, computer monitor tubes, ceramic bottles,
thermoses, C'roCkelY, widow panes, sheet glass, plate glass, wired glass,
figured glass, safety glass, toughened glass, optical glass, scientific glass and
mirror and substance like and allied products.

3. To own, manufacture, buy, hire, sell, let on hire, ply for hire, import. export.
utilize, exchange, repair, alter, convert, Improve and otherwise in any way
deal in all kinds of machineries plants, and equipments including chemical
vessels, regulators, auto-claves, driers, pulverizes, centrifuges, filtration
equipments (of all kinds and description) glass lined vessels and compo'Jnds
and ports, fittlngs, equipments and accessories thereof.

4. To cany on the business of dealers and distributors of, importers and

exporters, commission agents and representatives of persons. firms and
others who are the dealers of ancient items and antiques including books
and periodicals, coins, paintings and art material, items having histor!al
values.

5. To cany on the business of manufacturing. selling. purchasing. importing.

exporting. servicing and otherwise dealing in fire extinguishers, fire fighting
and safety equipments, breathing equipments, life saving devices and other
engineering goods, instruments, appliances, equipments, accessories and
component parts.

6. · To manufacture, improve, cultivate, produce, prepare, and process, pickles

tea, coffee and spices such as cbillies, pepper, cloves, turmeric, vegetables,
herbs, and other food items derived from agricultural or farming activities.
7. To set up art gallery in India and abroad for the exhibition, r.a?c.l a,,1
marketing of consumer durables including art material, sarees and drp~s
material, paintings, antiques and historical items, artistic material made
from stones, bronze, copper; leather, wood, wire and wire rope and set up
and organize exhibition centre for trade and industry.

8. To eany on the business as manufacturers, processors, dealers, stockiest,

distributors and agents and to act as exporters and importers, de~igne:'S,
developers, of earthware china fireclay, cane ware, drain and watE" o!r;.es,
hallow and solid products for partitions and load bearing walls. ceiling

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blocks and roof bricks and all allied bricks, tiles, terracotta, sanitary ware,
plain and art stone ware, glass colour and glazes.

9. To carry on the business of buying. selling. trading. stockists, agents,

importers, exporters, whole sellers, retailers, distributors, concessionaires or
dealers of all kinds of medical equipments, non-surgical and surgi'cal
instruments including but not limited to photographic goods, physiotherapy
equipment, medical imaging machines, medical ventilators, anaesthetic
machines, heart-lung machines, ilialysis machines, incubation tubes,
anaesthetic equipments including oxygen cylinders, all kinds of body
scanners, medical monitors x-ray units, x-ray equipments, and all other
surgical instruments, artificial limbs, hospital requisites, and other ~Uip.rI
products.

10. To carry on the business of providing all kinds of management ~.nd ach1sory
services in the areas of wealth management, portfolio management, equity
investment, asset allocation, risk profiling and investment research.

W. The lIablllty of the members Is limited.

v. (I) The Authorised Share Capital of the Company is Rs. 1, 00,000 (Rupees One
Lac only) divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10 (Ru9ee~
Ten only) each.

•••••••• **•••••••••** •••***

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 We, the several persons, whose names, addresses and occupations are here-under subscribed, an
. desirous of being formed into a Company in pursuance of this MEMORANDUM OF ASSOCIATION aoc
we respectively agree to take the number of shares in the capital of the Company set opposite to ou
respective names.

Name, Address, Occupation and Sig nature of each

Description of each Subscriber Subscriber Occupation of Witness

JOHN BRITTo
810 Tltol'4AS ~NANOO

3'i/1~, MI\~A-I-AKSI-IMI ST
e~sr "TA142>A-RAI'1
GI4e.NNAJ - GoooSe
""fjIt, NIL'" AD U
()C.C. .' BuS , '" €:SS
CAMPI5.D A-T s,.,wGt A~
A S ON 1-+-/ o.!, /.!l..O) 2..

ODD

Date: 14/0312012
.,
Place: Bangalore
 THE COMPANIES ACT, 1956

'.. COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

Moringo Organics Private Limited

Table 'A'to 1. Subject as hereinafter provided, the Regulations in Table 'A' in
apply save as Schedule I to the Companies Act I of 1956, as amended up-to-
varied date (hereinafter called "the Act") shall apply to this Company
Regulations not and constitute its regulations, el(cept in so far as they are
applicable hereinafter expressly or impliedly excluded, modified, or
varied.

Regulations not 2. The Regulations following. namely, proviso to 13(1), 21, 36 to

applicable 43,64,65(2), 66, 71, and 83 ofTable 'A' shall not apply to the
Company.

PRIVATE COMPANY

Private Company 3. The Company is a private Company wi~ the meaning of

Section 3(1) (iii) of Companies Act, 1956 accordingly the
minimum paid up capital of the company shall be Rs 1,00,000
(Rupees One Lakh only) and:

a) the right to transfer shares of the Company is restricted

in the manner hereinafter appearing;

b) the number of members of the Company (exclusive of (i)

persons who are in the employment of the company al!d
(ii) persons who, having been fonnerly 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 be
limited to 50 (fifty); and

c) no invitation shall be issued to the public to subscribe

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 for any shares in, or debentures of the Company.

d) no invitation or acceptance of deposits shall be made by

the Company, from persons other than its members,
directors or their relatives.

Provided that for the purposes of this Article, where two or

more persons hold one or more shares in the Company jointly,
they shall be treated as a single member.

GENERAL AUTHORITY

4. . Where in the said Act. it has been provided that a Company

shall have any right, privilege or authority or that a Comp2llY
could carry out any transaction only if the Company is so
authorised by its Articles in every such case, this regulation
hereby authorizes and empowers the Company to have such
rigbt, privilege or authority and to carry out such transactions
as have been permitted by the Act. without there being any
specific regulation in that behalf herein provided.

CAPITAL

Authorised share 5 (i) The authorised share capital of the Company shall be such as is
capital described in Clause V of the Memorandum of Associ~tion.
•
(ii) The Company has the power from time to time to increase or
reduce its Authorised Capital and divide the shares in the
original or increased capital for the time being into several
classes and to attach thereto respectively such preferential
rigbts, privileges, or conditions as may be determined by or in
accordance with the regulations of the Company and to vary.
modify or abrogate any such rights, privileges or conditions in
such manner as may be permitted by the Act or provided by
the regulations of the Company for the time being.

Reduction of 6 (i) The company shall have power to extinguish, reduce or caDrel
share capital its paid up capital subject to the provisions of Section 100, 80,
78.

Sharesatthe 7. The Shares in the capital of the Company for the time being
Disposal of the shan be under the control of the Directors, who may allot or
Directors 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 or (subject to compliance witt
the provisions of Section 79 of the Act) at a discount and at
2

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 such times as they may from time to time think fit and proper
and with power to give to any person the option to call for or
be allotted shares of any class of the Company either at par or
at a premium or subject as aforesaid at a discount. such option
L being exercisable at such times and for such consideration as
the Directors think fit

Redeemable 8. Subject to the proVISions of section 80 of the Act, any

Preference preference shares may, with the sanction 'o f a Board resolution,
Shares 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 stlch
manner as the Board may before the issue of the shares.
determine.

Bonus Shares 9 (i) The Company shall have power to issue bonus shares to their
existing shareholder.

Buy Back 9(ii) The Company shall have power to buy back its own shares or
other specified securities pursuant to provisions of section 77.
77A. 77AA. 77B and other applicable provisions of the Act.

TRANSFER OF SHARES

10. The provisions of Table A shall be applicable, to the extent not

modified as herein below.

Tl'!lD5fer 11. , The right of members to transfer their shares shall be

provisions restricted in the manner and to the extent provided in Articles
12 to 14 below.

Transfer ftrstto 12. A share may be transferred by a member or other person

I a Member ooly
entitled to transfer to any member selected by the Transferer;
but save as aforesaid, and save as provided by Article 14
hereof, no share shall be transferred to person who is not a
member so long as any member or any,person selected by t!le
Directors as the one whom it is desirable in the Interest of the
Company to admit to membership is willing to purchase the
same at the falr'value.

Transfer Notice 13(i) No transfer shall be registered unless a proper instru'llent of

transfer'has been delivered to the Company. The instrument Of
Transfer of any share shall be executed by or on behalf of the
transferor and by or on behalf of the transferee and the
transferor shall be deemed to remain the holder of such s.!lare
until the name of transferee is entered in the Register of
Members in respect thereof.
3
 (il) As per the proVIsions of the Companies Act, 1956 the
Instrument of transfer of any share shall be in writing in the
Form No. 7-8 as prescribed under the Companies (Central
Government's) General rules and Forms, 1956, as amended
and notified from time to time or any statutory modifications
thereof or in a form as near thereto as the circumstances wiJl
permit and duly stamped by the prescribed authority under
section 108 of the said Act, within the time prescribed under
that section.

TraDSferRules 14. The shares specified in any Transfer Notice given to the
Company as aforesaid shall be offered by the Company in thE'
first place to the members, other than the Proposing
Transferor, as nearly as may be In proportion to the existing
shares held by them respectively, and the offer shall il! ~ar.h
case limit the time within which the same, if not accepted,
shall be deemed to be declined, and may notify to the
members that any member who desires an allotment of
shares in excess of his proportion should in his repl)' ststl'
how many excess sbares he desires to have, and if all ':!ll'
members do not claim their proportions, the unclaimed share~
shall be used for satisfying claims in excess. If any ~hru'e~ ~h211
not be capable without fraction, of being offerf'd to tIm
members in proportion to their existing holdings, thp. same
shall be offered to the members or some of the!::: in suer,
proportions or in such manner as may be detennined by lots to
be drawn under the directions of the Directors.

Transferof 15 Whenever any employee of the Company, who has bl'en

shares held by a allotted shares of the Company, by reason of his ~i!lg in th~
member who 15 employment of the Company in any capacity, reSilln~ or i~
employed by the dismissed from such employment or otherwise Cl'3SeS to be iT'
Company . the employment of the Company, he shall automatically cease
to be a member of the Company and in S\lc.~ event thE'
Directors shall at any time after his resignation or dismissal or
otherwise ceasing to be in the employment of the Company.
confirm that such member has ceased to be the member of toco
Company, and thereupon such member shall, Gil demaLC'..
transfer his share or shares to anyone nomina~d by tile
Directors at the net Asset value of the shares to be fiK"d by ~'"
Auditors Should such member decline to transfer his s!lare or
shares, the Company may receive the purchase money 2 11rl
shall thereupon cause the name of the person nemlnated h:'
the Directors to be entered in the Register as the holder of [!:':!
share or shares, and shall hold the purchase money ill trost fur
such member. The receipt of the Company for the p:\r,:ha!"~
money shall be good discharge to the person nomi:ml ell t.y ~~~.
Directors and after his name is entered in the ri~s,er OF
Members in purported exercise of the aforesaiJ 1'0"''''' lr.I'.
validity of the proceedings shall not be questione'.l bv :\-:1\'
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 person.

Transfer to be 16. Any transfer which may be effected in pursuance of t."~

registered foregoing Article shall, subject to the provisions of Article 16
hereof, be duly approved and registered by the Directors in '.:h<>
books of the Company in the name(s) of the transferee(s1
concerned irrespective of whether any such transferee(s) be
already a member of the Company or not

Directors r1gbtto 17. The Directors may in their absolute and uncontrollerl
refuse Transfer discretion refuse to register any transfer or transmission cf "
share whatsoever without assigning any rel!SOIl fel' sud.
refusal. But this clause shall not apply where the Dr'lJlO~'~li
transferee is already a member, nor to a t:r.lnsfp.l· m:\,i.,
pursuant to Article 14 hereof.

GENERAL MEETINGS

Nodce for 18. (a) Section 171 to 185 of the Act shall apply Qr~y to ±~
General extent as modified hereunder with regarcis to ,,"','
Meetinp General Meeting of the Company.

Annual (b) Every Annual General Meeting shall be called for a time
General during business hours, and on such day (not being a
Meedng public holiday), as the Directors may from time to tirr.tl
determine and it shall be held either at the Registered
Office of the Company or at some other phc!! \~ithin .;- ~
city, town or village in which the registered office of ~.>.~
Company is situate. Provided that the Comnany may roy
a resolution agreed to by the entire members fix me
time as well as the place for its subseq\lt!l'.t Annual
General Meetings in which case such last Ir..entionec
Annual General Meetings can be held at such t:!rot' and a~
such place as proVided by the aforesaid rero;ution

19. A general meeting of the Company, whether t )'1'1.,.: ,,,.

Extraordinary, may be called by giving not les~ t~an Se, ·en
days nodce in writing duly specifying the plact'. ~he date ,":r.
the hour of the meeting to the persons entitled to v~t,e t1lerear.
provided that, a general meeting may be called after lliY;np,
shorter notice than that specified above if all the member.; 0:-
the Company carrying a right to vote at a meet!nr. D agree u:
writing.

As to omission to 20. The Accidental omission to give any such notice !O, IIr lh,· ~L'~ .
g1venodce receipt of any such notice by, any of the memberr. to whoOl '1:
should be given, $hall not invalidate any resolution ;Jar.,erl or
any proceedings held at any such meeting. An explanatory
statement in respect of special items of business under Sect;""
173 of the Act shall not be annexed to or sent with any nntic",
5
 of any general meeting. In giving such notice the Comp,,_~. f
may, but sh~l not be bound to comply with Section176 (2j (.f
the Act with respect to any general meeting or to meetings 0:
I: any class of members or of debenture holders or allY class of
.. ....
/
debenture holders of the Company.

Quorum 21. (i) Two members present personally or, in case any of sllch
two members is a body corporate, by a representative
appointed under Section 187 of the Act. ano entir!f.,' !,.-.
vote, shall he a quorum for all purposes at ~n}' Gmt· ... \
Meeting.

(ti) Subject to and so far as it is permitted by the Act, any

General Meeting or Meeting of the Board can be held b/
participation of the Members or Directors t.hrcugh t.elc"
conferencing. video conferencing where thP. M"l'l1bers ~r
Directors are at different places, proviMd ~h2t pach.
Member or Director who participates is able:

(a) To hear each of the other participatin~ Memi>er.~

or Directors addressing the meeting; ar. ri

(b) If he so wishes, to address a\! the other

participating Members or J)h,,":.lr~
Simultaneously, whether directly, hl' conr"N'!1r.~
telephone, videophone or by any !)ther form n'
communications equipment (whether in use when
these Articles are executed or Qel'el~,!'~"
subsequently) or by a combinati()~ of tho~
methods;

A meeting held in this way shall be deemed to take pl,a~e wh~re

the largest group of participating Members or Ilir<!ct(l~ i':
assembled or, if no such group is readily ident;ru'\)ic. r.': t.1(:
place from where the Chairman of the meeting partiCIpatEs,

DIRECTORS

Numberof 22. The number of Directors including all kinds of d'rP.I,'-.'1-'; :;1':,':
Directors not be less than two, or until otherwise determ '. I1:;·,1 by th'
Company in General Meeting. more than Twelve Th" (,;'t';.!nt
Directors of the Company are:

1. ,ohn Britto
2. Viswanathan Anantharaman Puthucodp.

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Additional 23. The Board shall have power to appoint additional di;ector(s) to
Directors hold office from the date of appointment till the date of the next
Annual General meeting of the company.

Speclal/ 24. If it is provided by any agreement or otherwise in connection

Nominee with a loans obtained by the Company from any Bank. Financial
Directors Institution etc. that any such Bank. Financial Institution etc.
shall have the power to nominate a director on the Board of the
Company, then any such Bank, Financial Institutb~ etc. r.'~~
whom the Company has obtained a loan may in exerr.i~e of tl1e
power vested in it by virtue of the Agreement 'lppoint a
Director. Any such Director so appointed is herein referre1 ':0
as a Specia!f Nominee Director. A Special/ Nominee DIrector
may be removed from the office at any time by the al)p'Jjn~t'r in
whom the power to appoint a Director is for the time being
vested and other Director may be appointed ,n ~! is p'ar.e. A
Special/ Nominee Director shall cease to be a D!r~or upon ~he
ceaser of the power under which the Director is ~o appohltet'. A
Special/ Nominee Director shall not be liable to rep.re by
rotation. A Special/ Nominee Director not be bou'lrJ Tn hoh! ar.y
qualification shares.

Alternate 25. The Board shall have power to appoint alternate dirert/)r to act
Dtrectors for a director during his absence for a period of not less than
three months from the State in which meeting~ o' the ll!lard
are ordinarily held. The Board may appoint any pe~l)n
recommended by the Original Director to act for such ()";[!innl
Director during the absence of Original Pi-e:ror for '1
particular meeting of the Board and such appointment shall
have effect only for that particular meeting.

Casual Yacandes 26. Any casual vacancy occurring on the Board of Directors mal' be
filled up by the Directors, but the person so appor:lt"Q s'n;t':
hold office only upto the date upto which the Director in ",hos"
place he is appointed would have held office if it 'lad lllll b ~e,­
vacated as aforesaid. .

No Qualiftcat10n 27. A Director shall not be required to hold any qualliicat.vll

for Directors shares

Retlrementby 28. All Directors, including First Directors, are not ilill'le t .) r~ :i ""
Rotation by rotation

POWERS AND DUTIES OF DlRECTOR~

Power and 29. The powers and responsibilities of the Di!'P.I."t~7'; ('f .•..(
responslbUlties Company shall be as in Table A of the Act excep. i;; so .'31' as
. of Directors they stand modified by the provisions of these Articles.

Specific Powers 30. Without prejudice to the generality of the powp,"" conl:~l··... , j
of Directors upon the Directors, whether by the proviSions of (\~ !;,\. 10·
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the time being in force and/or applicable Article~ of "'allll! A
and/or the provisions of these presents or otherv.;SE' however,
it is hereby expressly declared that the Directors s.~a\l have the
following powers:

To acquire (i) To purchase or otherwise acquire for the Company an:'

property property whether moveable or immovable and nghts
and privileges whether corporal or Incorporeal which
the Company is authorised to acquire at su:b o:·rir.e,
and generally on such terms and conditiCl'lf as th!'v
shall think fit.

To pay for (ii) At their discretion, to pay for any property rights. or
property In privileges acquired by ·or rendered to ~"'! r.O'"l~:? ':'
Debentures, etc. either wholly or partially In cash or in ~h3res. hond",
debentures or other securities of the Comp,,~!,. ar-! an:.'
such shares may be issued either as fullv pai!! liP ~.
with such amount cre.dited as paid up thereon. as r~'y
be agreed upon; and such bonds. debennlres, or other
securities may be either specifically charged upon all
or any part of the property of the CC"'!lany .1 " r! i ~~
uncalled capital or not so charged,

To accept (iii) To accept from any member on sllell term~ a!'!1

surren.d er of conditions as shall be agreed a surrende- of his sh~",s
shares or any part thereof,

To brlllland (Iv) To Institute, conduct, defend, compound I'r ab!\nd,, "

defend actions, any legal proceedlngs by or against the Ccrr7)~nl' or "':
etc. officers or otherwise concerning the affair; of tr.'~
Company; also to compound and all('\\ ,in e ;.,(
payment or satisfaction of any debts c: d','es ana ~f
claims or demands by or against the CO!"l"Jany

To refer to . (v) To refer any claims or demands by or again~l me

ArbItrator Company to arbitration, and observe ami perfl.~m ~r.·~
awards,

To give receIpts (vi) To make and give receipts, releas ,s and "th~:'
discharges for money payable to the CO::IPill\\' a!'.;' Icll'
the claims and demands of the Company.

To authorize (vii) To determine who shall be entitled to sil!r. O~ ';', .•

acceptances,etc. company's behalf bills, notes rereipts. ~CC!r~
endorsements, cheques. releases. contracts ano
documents,

To appoInt (viii) From time to time to provide for the ma7.ar."rn,o ' ~ ,,'
Attorneys the affairs of the Company In such mann,,;' as ::C"J
thlnk fit and In particular to appoint an)' ;>torson te, b,o
the Attorney or agent of the Comp.~'lY <,';th S".: :',
8

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powers (including power to sub-delegate) and upon

terms as may be thought fit.

To.lnvest Moneys (ix) To invest and deal with any of the moneys of t~,:::
Company not immediately required for the purp05'!
thereof in such securities (not being shar~s in t~is
Company) and in such manner as they may think fit,
and from time to time to vary or realize such
investments.

ToBolTOW (x) To borrow, raise or secure the payment of any slim or

m.oneys sums of money for the purpose of the Comp~ny i1' !:ur)-
manner and upon such terms and conditions .a~ ti'",
Directors shall think fit by mortgage, pleciC'"
hypothecation or issue of debentures or aebenture-
stock, perpetual or otherwise charged uJY.>n all or 311 I'
of the Company's property both present and future
including the uncalled capital and to purchase, redeem
or payoff such securities. And to

To give (xi) To give to any person employed by the ~()mp~nl1 ~

commission etc. commission on the profits of any partic!!lar husill p.s~: ('"
transaction, or a share of the general profits of en..
Company, and such commission or share of profit::.
shall be treated as part of the working expenses of the
Company.

To make (xii) To enter into all such negotiations and contract.~, anr.
Contracts etc. rescind and vary, all such contracts, and e-e;,;te and do
all such acts, deeds, and things in the namE! on (If,ltalf
of the .Company as they may consider exped .ent fur or
in relation to any of the matters aforesaid or otllerwise
for the purposes of ~e Company.

(xiii)

PROCEEDINGS OF DIRECTORS

Meetings 31. The Board of Directors shall meet for the disp2tch d !)bsir_I!!'·:
from time to time, and shall so meet atleast c-.c" ill ,,·T,,"'"
'r .. quarter and atleast four such meetings sb;ill be he!~l in eve" :'
9

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year.

Notice of Board 32. (i) Atleast two days' notice of every meeting of the I!ocrd
Meetings 'ofDirectors shall be given to all the Direclor; an .! thp.;~
Alternates.

(il) Provided that the meeting can be convened at "

shorter notice if the consent in writing ai ail \~ ..
Directors is obtained.

(iii) Any director shall be entitled to call upon tilt: ':'ha'~maT.

to call a Board Meeting.

Quorum 33. The quorum for the Board meetings shall consist ()f minim:lr.
two directors.

REMUNERATION OF DIRECTORS

Remuneration of 34. (1) The remuneration of the Directors shall from ti'TI~ to
Directors time be determined by the Board of Directcrs of t.~e
Company and may be by way of fees fe)' met!ti:lJ;$
attended or monthly payments or 11,\' Wl.'1 "f
commission on profits or otherwise as mav be ~ixeti 'J"
the Board.

(2) In addition to the remuneration payable as above. the

Directors may allow and pay to any Dire" ~'Jr wQ':l is ..'It
a bona fide resident of the place where ~ I!Hierih;; .'
• held and who shall come to such place for tJ-,e PU'1'')':''
of attending the meeting. such sum as t.i~ ll,)~r<t ~~.;"
consider fair compensation for traveiinl', '.:;~,' 1 ..
other expenses property incurred by him;

(i) in attending and returning from ':hI! m eE'~ing :)t

the Board of Directors or of any ';oml't,ittP.e no'
General Meeting of the Company; 0"

(Ii) in connection with the business of thA C()mp~l'!Y.

(3) If any Director be called upon to go or reside out of his

usual place of business on the Company's business or
otherwise to perform extra services or lTIak~ ~t'!,r<~:
exertions or efforts, the Board may aIT3 ~,l!t '''it~. ~'", :.
Director for such special remuneratior ter :wc>· f.'-'~",
service or special exertions or efforts either by a :""r... i
sum or otherwise as may be determinert ~Iy t.'lr. E~ .!. "
and such remuneration may be either in •.'1!l'tit',.1 ! " ,
in substitution for his remuneration abo",! v",,.,j.,' ,;.\

CHIEF EXECUTWE OFFICER

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35. The . Directors may from time to time' and sulJj«:t tc ~r"
I applicable provisions, if any, of the Act app ·.;·,t ~ Chi .. '
Executive Officer and entrust and confer ul""n nim 'II,:,
powers and impose such duties and upon such terms and
conditions and with such restrictions as they may from time to
time think fit, proper or expedient and may from time to time
revoke, alter or vary all or any of such ·powers. Provided that
no such powers or duties shall be entrusted to conier cn or
delegated to the Chief Executive Officer as are rt'fI,,;-ed ~y ~',.~
Act or by these Articles to be done or pelfor'!"> ~d b~ !} ",
Directors at a Meeting of the Board or by the Sh~~"h~.' hrs .'[ ~
General Meeting.

SEAL

Seal 36 (i) The Directors shall provide fIJr the safe custody '.,f thE' S~:ll
which shall only be used by the authority of the O!-p.ct~r; ()C ~~
a Committee of the Directors authorised by the r."re-C : ',l~· ,.,
that behalf; and every instrument to which t.~!' ('~nl :,1,:,,· ~.',
affixed shall be signed by at least two Directors, provided that
the Certificates of Shares or Debentures (If any) of the
Company sl\all be sealed and signed in the manner providHi
for by the Companies (Issue of Share Certificates', Rules 1960
or any statutory amendment thereof for the tl'1l2 be;TI~ ir
force.

(Ii) The Company can have an official seal for use abro:·\{1.

AUDITORS

Auditors 37. The Auditors shall be appointed and their dutie£ !·er,"'"t.~,t .l
accordance with the applicable provisions of the A""t.

BOOKS OF ACCOUNTS

38. The Company shall keep at its Registered Office or such othe:'
place as may be decided by the Board proper books of acc;:;!..!1tr.
giving true and fair view of the state of affairs of the COlT,ll~.l")y.

WINDING UP

39. (a) If the company shall be wound up, the Ji,l:Jitlat"r If.,,;·,
with the sanction of a special resoic-(;"n (" :~, "
Company and any other sanction requiI'~ ~ hy ri'e 11ft ,
divide amongst the members, in specie ')r kino . t."" . ~
whole or any part of the assets of rie (('~n?'1I·.
whether they shall consist of property oirlIe same k'·· ,i
ornot. .
(b) (1or the purpose aforesaid, the liquidator mar ~et ';lll ;:
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value as he deems fair upon any property ~o be d!'tlue.t

as aforesaid and may determine how such di·-!sic:l
shall be carried out as between the :n~ml:e"" or
different classes of members.
(c) The liquidator may, with the like sanction, vest tb"
whole or any part of such assets in truste\~s \'.Ix)', ~, : '.
trusts for the benefit of the contributor 'e!; "~ r:..'
liquidator, with the like sanction, shall think fit, tut !()
that no member shall be compelled ~o arrejl' : ~\'
shares or , other securities whereon thaI"! is e':'V
liability.

Preoperadve ' 40. All pre-operative expenses of the Company i!!clueUng .:','
expenses expenses connected to Incorporation and regist"".tio!! of t}. ~
Company, rent of premises, costs connected to ~,??d hl1ntir>~
and salary of personnel employed for the Comn'.;!\, 5h:.11 :-~
ratified by the Directors at the first Board mep.tillr, after
incorporation and be borne by the Company.

INDEMNITY

Indemnity to 41. (a) Every Director, General Manager, AIll'!lr _~lIrlit"r.

omars Secretary or other Officer shall be entit'l!rl t.o hr.
indemnified out of the assets of the company "gai ClSt aJ i
losses or liabilities which he may sustain or incur In ilr
'about the execution of the duties of his ofllce or
otherwise in relation thereto, including any liabilirv
• incurred by him in defending any proceed in~s, whether
civil or criminal in whlc\) relief is granted to him lIy U.e
Court, and no Director or other officer ~~A" bf! linb,e
for any loss, damage or misfortune which m~y hap po,,,
to or be incurred by the Company in t1lfl !!'I_oleUil'):, _:
the duties of his office or in relation thel'![<1 .

(b) Subject to the provision of Section 201 of the !W;~I I\e:::.

no Director or Auditor of the company :;;-.?I! he jian.c
for the acts, receipts, neglects or defaults (:f ltny O:h:!f
Director or of any loss or expenses h2p:;~', lir.;' t~, , [' : ~
Company through the insufficiency or' e:t:~ rr ~.,.
property acquired ,by order of the Diret'l.lr; ~:)\ ~- .,' ,
behalf of the Company or for the Insuffl ~ ,,~cy " I ~~/
security in or upon which any of the mODI:YS of the
Company shall be invested or for any'loss or nalmp'e
arising from the bankruptcy, insolvency 0" to:!' ,!'Ii"
act of any person, firm or company to ('" ",.:t!· -,' hr!::
any moneys, securities or effects shall ~-, .,r.t,""S""'·
or deposited or for any loss occasioned ',y ".I~' I ,;" ': '
judgment, omission, default or oversight C'l ll:~ "lIt ,':'
for any other loss, damage or misfor1.I'ne wh:.te·mr
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shall happen in the execution of the dutie; ".f his :f"i~ ~

or In relation thereof, unless the same sbl' I>.Jri' ,..-,
through his own dishonesty.

SECRECY CLAUSE

42. Subject to the provisions of the Companies ACT, ~" ~p'''''''' r

shall be entitled to require disclosure of a:-y '''fl\rrr~t;r ' ~
respecting any details of Company and its subsifii<l:-if's O!' !'1
relation to clients, business affairs of the Company n- of ,n)' ,"
the Company's subsidiaries and shall not use or tljsdo.,~e 5'.Ir.;'.
infonnation except with the consent of the Compal1Y or i!~
subsidiary or In accordance with the order of the (ourt or in
the case of information relating to the Company or its
subsidiaries for the advancement of the h~'sl!\~!'S ~f t,!!
Company or the relevant subsidiary.

13