[{"id":"22a291bf-8e13-463c-979d-5434fb8fae72","order":1,"text":"THE COMPANIES ACT, 2013","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"9b6647b2-785a-488e-bb1c-638e9be77252","order":2,"text":"(18 OF 2013)","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f61a7710-8cac-46be-af7a-99967520f0b0","order":3,"text":"PRIVATE COMPANY LIMITED BY SHARES","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"58c429e3-8c67-4e2a-8a65-e4e7148b3b70","order":4,"text":"MEMORANDUM OF ASSOCIATION","fontSize":"20","textAlign":"center","bold":true,"underline":true,"marginBottom":"0","cflou":false,"active":true},{"id":"4df7a8d4-d556-467a-8750-3b43a17d758c","order":5,"text":"OF","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"9912583c-2ca4-483d-8eed-ca44f91e9b9d","order":6,"text":"[NAME OF THE COMPANY] PRIVATE LIMITED","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"6ec0126f-b191-491f-b247-291a2d6692b1","order":7,"text":"I. NAME CLAUSE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"701850d0-5c35-4b92-8417-5d707dec0540","order":8,"text":"The name of the company is [NAME OF THE COMPANY] PRIVATE LIMITED (hereinafter referred to as "the Company").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"39286dae-9709-4283-8a69-c12e1219016f","order":9,"text":"II. REGISTERED OFFICE CLAUSE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"91de2eb7-99f3-4c64-880a-6771c4197ec2","order":10,"text":"The registered office of the Company will be situated in the State of [State], within the jurisdiction of the Registrar of Companies, [Registrar of Companies jurisdiction].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"fc1e767a-e2c2-4aaf-83dc-d4626d0cef76","order":11,"text":"III. OBJECTS CLAUSE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"a524e961-3bc6-4c78-9c13-e8cd44165227","order":12,"text":"(A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d71b0e97-79d6-4c13-a057-ac8731b354ea","order":13,"text":"[Main objects of the Company]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"03deee49-49df-470a-b5c0-e4730d40b7a0","order":14,"text":"(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III(A) ARE:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e3cdb482-ccb4-453e-82b0-856b3a1a10a4","order":15,"text":"To do all such other things as are incidental or conducive to the attainment of the above object, including to acquire, hold, sell, lease, mortgage or otherwise deal in any movable or immovable property; to enter into contracts, partnerships, joint ventures and arrangements with any person or body corporate; to borrow or raise money with or without security and to issue debentures or other instruments; to open and operate bank accounts and to draw, accept and endorse negotiable instruments; to appoint agents, advisers, employees and consultants and to remunerate them; to apply for and obtain any registrations, licences, permits and approvals from any authority; to invest the funds of the Company not immediately required; to pay out of the funds of the Company all costs and expenses of and incidental to the formation, promotion and establishment of the Company; and to do all such other lawful acts as are conducive or incidental to the attainment of the above objects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"3fd5f2f2-20e3-44b5-8585-49fa5eb69b7c","order":16,"text":"IV. LIABILITY CLAUSE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"2c3332f4-f5ee-4237-87e4-ba53ce3fa005","order":17,"text":"The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"c2fe4520-faa7-4f84-820d-0634121e1955","order":18,"text":"V. CAPITAL CLAUSE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"144e1892-3baa-4ab2-a7ca-dfe0de1efdfd","order":19,"text":"The authorised share capital of the Company is ₹ [Authorised capital amount] (Rupees [Authorised capital in words]) divided into [Number of equity shares] equity shares of ₹ [Face value per share] (Rupees [Face value in words]) each, with power to increase or reduce the capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company, and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be permitted by the said Articles of Association or the legislative provisions for the time being in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"399ced4f-5345-40aa-8a21-7e234a170f5f","order":20,"text":"VI. SUBSCRIPTION CLAUSE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"08a75943-b081-4b07-ac32-e445176a4baf","order":21,"text":"We, the several persons whose names, addresses and descriptions are subscribed below, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"f30a0791-f6a3-4a89-b592-2a2ee4f3a385","order":22,"text":"(i) Name: [Name of subscriber 1], son/daughter/spouse of [Father's/Mother's name of subscriber 1]; Address: [Address of subscriber 1]; Description/Occupation: [Occupation/description of subscriber 1]; PAN / Passport No.: [PAN/Passport of subscriber 1]; Number of equity shares taken by the subscriber: [Shares taken by subscriber 1].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"cb6414ee-21c9-4461-b3a7-6ea395cc7a8b","order":23,"text":"(ii) Name: [Name of subscriber 2], son/daughter/spouse of [Father's/Mother's name of subscriber 2]; Address: [Address of subscriber 2]; Description/Occupation: [Occupation/description of subscriber 2]; PAN / Passport No.: [PAN/Passport of subscriber 2]; Number of equity shares taken by the subscriber: [Shares taken by subscriber 2].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"7c91beaf-675e-4ba7-aeac-45322d178dc1","order":24,"text":"(iii) Name: [Name of subscriber 3], son/daughter/spouse of [Father's/Mother's name of subscriber 3]; Address: [Address of subscriber 3]; Description/Occupation: [Occupation/description of subscriber 3]; PAN / Passport No.: [PAN/Passport of subscriber 3]; Number of equity shares taken by the subscriber: [Shares taken by subscriber 3].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="}]},{"id":"1e0ce868-dea7-4d33-8561-d86bf53f9511","order":25,"text":"(iv) Name: [Name of subscriber 4], son/daughter/spouse of [Father's/Mother's name of subscriber 4]; Address: [Address of subscriber 4]; Description/Occupation: [Occupation/description of subscriber 4]; PAN / Passport No.: [PAN/Passport of subscriber 4]; Number of equity shares taken by the subscriber: [Shares taken by subscriber 4].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"3","type":"remove","operator":"="}]},{"id":"f012aae0-3a38-4668-a3bd-96117a51e0e7","order":26,"text":"(v) Name: [Name of subscriber 5], son/daughter/spouse of [Father's/Mother's name of subscriber 5]; Address: [Address of subscriber 5]; Description/Occupation: [Occupation/description of subscriber 5]; PAN / Passport No.: [PAN/Passport of subscriber 5]; Number of equity shares taken by the subscriber: [Shares taken by subscriber 5].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"3","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"4","type":"remove","operator":"="}]},{"id":"b319a1e3-0047-46e4-a383-b505807c3b43","order":27,"text":"(vi) Name: [Name of subscriber 6], son/daughter/spouse of [Father's/Mother's name of subscriber 6]; Address: [Address of subscriber 6]; Description/Occupation: [Occupation/description of subscriber 6]; PAN / Passport No.: [PAN/Passport of subscriber 6]; Number of equity shares taken by the subscriber: [Shares taken by subscriber 6].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"3","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"4","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"5","type":"remove","operator":"="}]},{"id":"88359c93-4df7-4565-a887-502cfa4feeaf","order":28,"text":"(vii) Name: [Name of subscriber 7], son/daughter/spouse of [Father's/Mother's name of subscriber 7]; Address: [Address of subscriber 7]; Description/Occupation: [Occupation/description of subscriber 7]; PAN / Passport No.: [PAN/Passport of subscriber 7]; Number of equity shares taken by the subscriber: [Shares taken by subscriber 7].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"3","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"4","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"5","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"6","type":"remove","operator":"="}]},{"id":"b5e39a8e-499e-41b9-9f99-3250b72f53b4","order":29,"text":"Total number of equity shares taken by all the subscribers: [Total shares subscribed] equity shares.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"768e2100-279c-4c76-b56f-594e8c96363e","order":30,"text":"Dated this [Day of execution] day of [Month and year of execution], at [Place of execution].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"bb2ff336-f8f8-4c90-afd3-890cc637aa52","order":31,"text":"Witness to the above signatures:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d3c92759-9415-43d9-9224-233586c09d1f","order":32,"text":"Name of witness: [Name of witness]; Address: [Address of witness]; Description/Occupation: [Occupation of witness]; PAN / Passport No.: [PAN/Passport of witness].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"41ad74cb-dd67-4e6d-8480-1ee6610fb286","order":33,"text":"I attest the signature(s) of the above subscriber(s), having satisfied myself as to their identity and particulars. [Witness designation: e.g. Practising Company Secretary / Chartered Accountant], Membership/Certificate No. [Membership or certificate number of witness].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"566d2089-9801-4085-a150-c4c3005d87be","order":34,"text":"THE COMPANIES ACT, 2013","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"0","cflou":false,"active":true,"marginTop":"20"},{"id":"f770ef2b-98f8-4d8d-8068-fa4a05802eb0","order":35,"text":"(18 OF 2013)","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c927ff1e-44d7-4a10-91ae-1d252163632d","order":36,"text":"PRIVATE COMPANY LIMITED BY SHARES","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3f52db5f-5488-409d-a6b9-ff6eaf0137c7","order":37,"text":"ARTICLES OF ASSOCIATION","fontSize":"20","textAlign":"center","bold":true,"underline":true,"marginBottom":"0","cflou":false,"active":true},{"id":"e2529c8f-dfc3-43fd-a4c8-6e777e514c71","order":38,"text":"OF","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"26b0b096-a7ce-42d8-8eeb-0850d84cfd9c","order":39,"text":"[NAME OF THE COMPANY] PRIVATE LIMITED","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"89a8bb1f-77f8-4b76-9368-469492224067","order":40,"text":"1. INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S01"},{"id":"2ceb9866-2dcc-406a-85e3-1f2b3f463f97","order":41,"text":"In these Articles, unless the context otherwise requires, "the Act" means the Companies Act, 2013 and every statutory modification or re-enactment thereof for the time being in force, together with the rules made thereunder; "the Company" means the company named in the Memorandum of Association to which these Articles are annexed; "the Board" or "the Board of Directors" means the collective body of the directors of the Company for the time being; "the Office" means the registered office for the time being of the Company; "the Register" means the register of members to be kept pursuant to the Act; "Member" means a person whose name is entered in the Register of Members; "seal" means the common seal, if any, of the Company; "in writing" includes printing, lithography, electronic record and other usual modes of representing or reproducing words in a visible form; and words importing the singular include the plural, and words importing any gender include all genders. Save as aforesaid, words and expressions defined in the Act shall, unless the context otherwise requires, bear the same meaning in these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0904e602-6d06-46f4-80c4-8e7b3e5f2466","order":42,"text":"The regulations contained in Table F in Schedule I to the Act shall not apply to the Company except in so far as the same are repeated, contained or expressly made applicable in these Articles or by the Act. The Articles shall, to the extent of any inconsistency with the mandatory provisions of the Act, be read as subject to the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91d91dc9-564b-4c5f-909e-21e243d35951","order":43,"text":"2. PRIVATE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S02"},{"id":"d1725736-d048-45a9-bb09-aa361070e3d4","order":44,"text":"The Company is a private company within the meaning of the Act and accordingly:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57cdf258-9ff8-43be-be56-c34bc58b2d70","order":45,"text":"(a) the right to transfer the shares of the Company is restricted in the manner and to the extent set out in these Articles;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1abe6b87-a2f7-4f19-8a80-93d01ec686f6","order":46,"text":"(b) the number of members of the Company (exclusive of persons who are in the employment of the Company, and persons who, having been formerly in the employment of the Company, were members of the Company while in that employment and have continued to be members after the employment ceased) shall be limited to two hundred, provided that where two or more persons hold one or more shares jointly they shall, for the purposes of this Article, be treated as a single member;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82f42e9b-586c-4eb5-b5ce-fddf77ffec88","order":47,"text":"(c) any invitation to the public to subscribe for any securities of the Company is prohibited; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"031fb9e7-1d59-40af-abef-fd1839a13b30","order":48,"text":"(d) the Company shall not accept deposits from persons other than its members, directors or their relatives, save as permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cde0ddb8-bc1b-4624-b345-518251090306","order":49,"text":"3. SHARE CAPITAL AND VARIATION OF RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S03"},{"id":"e3e6b800-5c26-4a54-8076-f7f88871b34a","order":50,"text":"The authorised share capital of the Company shall be such amount and divided into such shares as is stated in the Capital Clause of the Memorandum of Association, with power to increase, reduce, consolidate, sub-divide or otherwise alter the same in accordance with the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4783a207-4ebd-41c9-9c62-88f23aedb32b","order":51,"text":"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 Board, which may issue, allot or otherwise dispose of the same to such persons, on such terms and conditions, and at such times as the Board thinks fit, whether by way of rights issue, private placement, preferential allotment, employees' stock option or otherwise, provided that no shares shall be issued at a discount except in accordance with the Act, and provided further that the option or right to call for shares shall not be given to any person except with the sanction of the Company in general meeting where required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9a4217db-1f9f-466b-81d2-8e36b9238afa","order":52,"text":"If at any time the share capital is divided into different classes of shares, the rights attached to any class may, subject to the provisions of the Act, be varied with the consent in writing of the holders of not less than 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. The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9d34bc73-eea7-41be-abbb-5b7cc6c8d718","order":53,"text":"Every person whose name is entered as a member in the Register shall be entitled to receive, within the periods prescribed by the Act, one certificate for all shares of each class registered in his name, or several certificates each for one or more of such shares upon payment of the fee prescribed by the Act. Every certificate shall be issued under the seal, if any, of the Company, or shall be signed in such manner as is prescribed by the Act, and shall specify the shares to which it relates and the amount paid up thereon.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"81d084d6-3307-4acf-bfb7-2bc34ef07944","order":54,"text":"4. LIEN ON SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S04"},{"id":"55ac6ef2-9d29-444a-b3ff-1951f29c0dad","order":55,"text":"The Company shall have a first and paramount lien upon every share (not being a fully paid share) registered in the name of each member (whether solely or jointly with others), and upon the proceeds of sale thereof, for all monies (whether presently payable or not) called or payable at a fixed time in respect of that share. The Board may at any time declare any share to be wholly or in part exempt from this provision. The Company's lien, if any, on a share shall extend to all dividends and bonuses payable and shall be available against the registered holder thereof or his estate and representatives.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c3cc8d1-b516-4a2e-9cf6-6b68c76717c2","order":56,"text":"The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien, provided that no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing 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 to the person entitled thereto by reason of his death or insolvency. The net proceeds of any such sale shall be applied in or towards satisfaction of the monies due, and the residue, if any, paid to the person entitled to the shares at the date of the sale.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43ddf3f8-7014-479b-bf65-5433a1b24fd2","order":57,"text":"5. CALLS ON SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S05"},{"id":"07c00913-adb7-498f-a129-048ad162ad27","order":58,"text":"The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares, whether on account of the nominal value of the shares or by way of premium, and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call. Each member shall, subject to receiving at least fourteen days' notice specifying the time or times and place of payment, pay to the Company the amount called on his shares. A call may be made payable by instalments and may, before receipt by the Company of any sum due thereunder, be revoked or postponed as the Board may determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"58cdd0bd-f2c4-4c33-85e4-b516e8fcba67","order":59,"text":"If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at such rate, not exceeding the rate prescribed by the Act, as the Board may determine. The Board shall be at liberty to waive payment of any such interest wholly or in part. The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and may pay interest upon the money so advanced at such rate as may be agreed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f4426ad-f50d-4a46-8307-d99ceb93c2ff","order":60,"text":"6. FORFEITURE OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S06"},{"id":"8a7614e4-84ba-4117-a192-ccfc79b36f73","order":61,"text":"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. The notice shall name a further day, not being earlier than the expiry of fourteen days from the date of service of the notice, on or before which the payment required by the notice is to be made, and shall 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 will be liable to be forfeited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4320ff45-8e96-4864-a815-50a481d39220","order":62,"text":"If the requirements of any such notice 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. A forfeited share shall be deemed to be the property of the Company and may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit, and at any time before a sale or disposal the forfeiture may be cancelled on such terms as the Board thinks fit. 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.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd43f134-29a1-4411-b4e4-8ebc3be5bf2f","order":63,"text":"7. TRANSFER AND TRANSMISSION OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S07"},{"id":"fef6ec21-9bee-48be-868f-4cd791453dd4","order":64,"text":"The instrument of transfer of any share in the Company shall be executed both by the transferor and the transferee and shall be in the form prescribed by the Act. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register in respect thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac45ac03-2a90-4a71-a0b6-e07fca391f1f","order":65,"text":"Subject to the provisions of the Act, the Board may, in its absolute discretion and without assigning any reason, decline to register any transfer of shares; provided that registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21f88aeb-2b96-4c46-af4b-86d240fc1aac","order":66,"text":"RIGHT OF PRE-EMPTION. A member who desires to transfer any share (the "Proposed Transferor") shall give notice in writing to the Company (the "Transfer Notice") of his desire, specifying the number of shares and the price per share. The Transfer Notice shall constitute the Company his agent for the sale of such shares to the existing members at the price so specified or, in case of dispute, at the fair value to be determined by the auditors of the Company for the time being. The Company shall, within a reasonable period, offer such shares to the existing members in proportion, as nearly as may be, to the number of shares already held by them. Such shares shall not be offered or transferred to any person who is not a member so long as any member is willing to purchase the same at the fair value. Only in the event that no existing member is willing to purchase the said shares within the period specified in the offer shall the Proposed Transferor be at liberty, subject to the discretion of the Board, to transfer the shares to any other person at a price not lower than the fair value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"152c16c5-ffb0-4f32-bbb3-411675b3c176","order":67,"text":"On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares. Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon producing such evidence as the Board may require, either be registered himself as holder of the share or make such transfer of the share as the deceased or insolvent member could have made, subject in either case to the right of pre-emption set out in these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb7c4b35-486f-4080-9c25-15f651c3fb09","order":68,"text":"8. NOMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S08"},{"id":"e6e93fc3-893c-4281-876c-5ce068eceac9","order":69,"text":"Every holder of securities of the Company may, at any time, nominate, in the manner prescribed under the Act, a person to whom his securities shall vest in the event of his death. Where the securities are held by more than one person jointly, the joint holders may together nominate, in the prescribed manner, a person to whom all the rights in the securities shall vest in the event of death of all the joint holders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e5d1b11e-6e7d-45ad-b678-020b73982b8d","order":70,"text":"Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, where a nomination made in the prescribed manner purports to confer on any person the right to vest the securities, the nominee shall, on the death of the holder or, as the case may be, on the death of all the joint holders, become entitled to all the rights in such securities to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner. A nominee shall, on becoming entitled to the said securities, be subject to the same right of pre-emption and to the same restrictions on transfer as are applicable to the deceased member under these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54795c89-0c89-448b-99be-75d5936ed07a","order":71,"text":"9. DEMATERIALISATION OF SECURITIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S09"},{"id":"71d88911-030c-4eb6-aed8-733dd16986aa","order":72,"text":"Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise or rematerialise its securities and to offer its securities in a dematerialised form pursuant to the Depositories Act, 1996 and the rules and regulations framed thereunder, if any. Every holder of or subscriber to securities of the Company shall have the option to receive security certificates or to hold the securities with a depository. Securities held by a depository shall be dematerialised and held in electronic form in accordance with the provisions of the Depositories Act, 1996.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cfaa16da-cf15-4e3d-8def-d262a0822d69","order":73,"text":"All securities held by a depository shall be dematerialised and shall be in a fungible form; nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for securities shall apply to securities held with a depository. In the case of securities held in a depository, the records of the beneficial ownership may be served by the depository on the Company by means of electronic mode or by delivery of floppies or discs, and the Company shall make the necessary entries in its register of members and other statutory registers as required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"14139622-8ef8-407d-93c8-36ff28d74b77","order":74,"text":"10. ALTERATION OF CAPITAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S10"},{"id":"a99cc517-6045-48be-a225-54c4a17468ba","order":75,"text":"The Company may, by ordinary resolution and subject to the provisions of the Act, from time to time increase its share capital by such sum to be divided into shares of such amount as may be specified in the resolution; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; convert all or any of its fully paid-up shares into stock and reconvert that stock into fully paid-up shares of any denomination; sub-divide its existing shares or any of them into shares of smaller amount; and 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. The Company may, by special resolution and subject to confirmation as required by the Act, reduce its share capital and any capital redemption reserve account or share premium account in any manner authorised by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32035f57-9e74-4c0b-a7d3-a26be8c2dcd8","order":76,"text":"11. CAPITALISATION OF PROFITS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S11"},{"id":"785a1813-a4c8-4ada-ae99-aca570ce1412","order":77,"text":"The Company in general meeting may, upon the recommendation of the Board, resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution, and that such sum be accordingly set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d93e768-3a45-4e23-af68-1685ae228cba","order":78,"text":"The sum so capitalised shall be applied, on behalf of such members, either in or towards paying up any amounts for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or other securities of the Company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportions aforesaid, or partly in one way and partly in the other, in accordance with and subject to the provisions of the Act. A share premium account and a capital redemption reserve account may, for the purposes of this Article, be applied only in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"922764b1-0ca2-46b9-9f1e-e93d906ecf08","order":79,"text":"12. BUY-BACK OF SECURITIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S12"},{"id":"7ce514f0-c6fe-46fb-8757-3c8259a61f98","order":80,"text":"Notwithstanding anything contained in these Articles but subject to all applicable provisions of the Act and any rules, regulations and guidelines made thereunder, the Company may purchase its own shares or other specified securities, whether out of its free reserves, the securities premium account, the proceeds of any issue of shares or other specified securities, or otherwise, on such terms, conditions and in such manner as may be prescribed by the Act and as the Board or the Company in general meeting, as the case may be, may determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac1863e8-3d13-4129-9b35-2eba08dc8cd2","order":81,"text":"13. GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S13"},{"id":"7e00d1a0-b12b-4c4b-a7f3-4749e0ee44b3","order":82,"text":"The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it, within the intervals and in the manner prescribed by the Act. All general meetings other than annual general meetings shall be called extraordinary general meetings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"029c6762-e95a-4265-ada1-8e79d1ecb9dc","order":83,"text":"The Board may, whenever it thinks fit, call an extraordinary general meeting, and it shall on the requisition of such number of members as is specified in the Act forthwith proceed to convene such a meeting. A general meeting may be called after giving clear notice of not less than twenty-one days in writing or through electronic mode, save that a meeting may be called after shorter notice if consent is accorded in the manner and by the proportion of members prescribed by the Act. Every notice of a meeting shall specify the place, date, day and hour of the meeting and shall contain a statement of the business to be transacted thereat.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"162113f4-1c86-4e53-82c3-3e3891bfa0b4","order":84,"text":"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. Save as otherwise provided by the Act, the quorum for a general meeting shall be as prescribed by the Act. The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the Company; 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, the members present shall choose one of their members to be Chairperson of the meeting. 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.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"56b8be14-23ae-4b02-a699-ccb4cf86f6ea","order":85,"text":"14. VOTES OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S14"},{"id":"b33c3aa5-c67a-4a35-9978-fc29899ce3b9","order":86,"text":"Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote, and on a poll the voting rights of members shall be in proportion to his share of the paid-up equity share capital of the Company. A member may exercise his vote at a meeting by electronic means in accordance with the Act. A member of unsound mind, or in respect of whom an order has been made by any competent court, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian. 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.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9f328981-e08e-4c18-bd98-d7a3d4103e36","order":87,"text":"Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person, whether a member or not, as his proxy to attend and vote instead of himself; provided that a proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll. The instrument appointing a proxy shall be deposited at the Office not less than forty-eight hours before the time for holding the meeting. 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, provided that no intimation in writing of such death, insanity or revocation has been received by the Company at the Office before the commencement of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"344e3ece-6eb6-44a9-9e06-11d08b4aac10","order":88,"text":"15. DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S15"},{"id":"d0f31a6f-d5a8-48ac-bc3c-6bb66611f339","order":89,"text":"Unless otherwise determined by the Company in general meeting, the number of directors shall not be less than two nor more than fifteen. The first directors of the Company shall be the persons named as such in the particulars filed with the Registrar at the time of incorporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00bac991-48aa-4a6e-9cbd-2e5b129cab19","order":90,"text":"The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day to day, and may be determined by the Company in general meeting subject to the provisions of the Act. The directors may be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board or any committee thereof or general meetings of the Company, or in connection with the business of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7c385515-1a9e-43df-a8bc-52b03908f11b","order":91,"text":"Subject to the provisions of the Act, a director shall not be required to hold any qualification shares. The Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided that the number of directors and additional directors together shall not at any time exceed the maximum strength fixed by these Articles; and to appoint an alternate director and a director to fill a casual vacancy, in each case in accordance with the Act. The office of a director shall become vacant in the circumstances set out in the Act. No director shall be liable to retire by rotation save to the extent required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8da0f942-a177-4f8e-9096-ab873e1cce9d","order":92,"text":"Subject to the provisions of the Act and these Articles, the business of the Company shall be managed by the Board, which may exercise all such powers and do all such acts and things as the Company is by its Memorandum of Association or otherwise authorised to exercise and do, and which are not by the Act or these Articles required to be exercised or done by the Company in general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5206005f-834b-4645-8f30-551bfbd14c78","order":93,"text":"16. PROCEEDINGS OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S16"},{"id":"83779b0a-158a-4bb5-a168-a2277e05007f","order":94,"text":"The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A director may, and the manager or secretary on the requisition of a director shall, at any time summon a meeting of the Board. The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio-visual means as may be prescribed under the Act, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meeting along with the date and time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"228dd120-e059-43bd-ae19-b4af4251be1d","order":95,"text":"The quorum for a meeting of the Board shall be such number as is prescribed by the Act. Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the Chairperson shall have a second or casting vote. The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office. A resolution in writing, signed or approved by all the directors entitled to vote thereon, shall be as valid and effectual as if it had been passed at a duly convened and held meeting of the Board, save to the extent restricted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e48b174b-fa8e-4616-81b0-0030e39dfca7","order":96,"text":"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, and 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. All acts done by any meeting of the Board or of a committee thereof, or by any person acting as a director, shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of any one or more of such directors or persons, or that any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c2fd16f-a589-46bb-b53b-0c5aade12767","order":97,"text":"17. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S17"},{"id":"da20a236-b646-40da-a7ad-b8b275fce1e0","order":98,"text":"Subject to the provisions of the Act, the Board may appoint or employ, at such remuneration and upon such terms and conditions as it thinks fit, any person as Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer, and may from time to time remove any such person from office and appoint another in his place. A director may be appointed as Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a director and a Company Secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the Company Secretary.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8be97def-8f8d-47f7-9a8e-fa31a066592c","order":99,"text":"18. BORROWING POWERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S18"},{"id":"518e47c3-c85d-4121-a85a-073d9d9dae82","order":100,"text":"Subject to the provisions of the Act and these Articles, the Board may, from time to time, at its discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. The Board may secure the repayment of such monies in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular by the issue of bonds, perpetual or redeemable debentures or debenture-stock, or any mortgage, charge or other security on the undertaking of the whole or any part of the property of the Company, both present and future, provided that where monies to be borrowed together with monies already borrowed (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) exceed the limits prescribed by the Act, the consent of the Company in general meeting by special resolution shall be obtained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97f88ecf-251c-442e-a69d-8d8e07f76065","order":101,"text":"19. MANAGING DIRECTOR AND WHOLE-TIME DIRECTOR","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","displayConditions":[{"field":"fb42a8be-6add-4efb-8f02-f6d6da884130","value":"yes","type":"add","operator":"="}],"sectionNum":"S19"},{"id":"b12bdfcb-ded8-4393-9fd5-40b78cfb5d65","order":102,"text":"Subject to the provisions of the Act, the Board may, from time to time, appoint one or more of its body to be Managing Director or Whole-time Director of the Company for such term, not exceeding five years at a time, and on such remuneration (whether by way of salary, commission, participation in profits, or partly in one way and partly in another) as it may think fit. A Managing Director or Whole-time Director shall not, while he continues to hold that office, be subject to retirement by rotation, but he shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fb42a8be-6add-4efb-8f02-f6d6da884130","value":"yes","type":"add","operator":"="}]},{"id":"77ea3d3f-95b7-4f98-ac4f-7719d0fb1381","order":103,"text":"The Board may entrust to and confer upon a Managing Director or Whole-time Director any of the powers exercisable by it, upon such terms and conditions and with such restrictions as it thinks fit, and may from time to time revoke, withdraw, alter or vary all or any of such powers, subject always to the superintendence, control and direction of the Board. The appointment, reappointment, remuneration and terms of office of a Managing Director or Whole-time Director shall in all respects be subject to such approvals as are required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fb42a8be-6add-4efb-8f02-f6d6da884130","value":"yes","type":"add","operator":"="}]},{"id":"54c39b6b-c4ad-4a3a-a995-8e474cec9a39","order":104,"text":"20. DIVIDENDS AND RESERVES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S20"},{"id":"cb03bcc9-380a-475e-b936-6a2c65c6fd59","order":105,"text":"The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. Subject to the provisions of the Act, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company. No dividend shall be paid otherwise than out of profits of the financial year or any other undistributed profits, in accordance with the provisions of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb9c949f-ad9f-4a05-8548-7204efc965f8","order":106,"text":"The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Board may, from time to time, think fit. No unpaid dividend shall bear interest as against the Company. Any dividend remaining unpaid or unclaimed shall be dealt with in accordance with the provisions of the Act relating to unpaid and unclaimed dividends and the Investor Education and Protection Fund.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f3f65941-02a2-42f4-b368-45e5ef00fba1","order":107,"text":"21. ACCOUNTS AND AUDIT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S21"},{"id":"ac406edd-2384-4625-b503-8be53c764f72","order":108,"text":"The Board shall cause proper books of account to be kept in accordance with the Act. The books of account shall be kept at the Office or at such other place in India as the Board thinks fit, and shall be open to inspection by any director during business hours. 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 authorised by the Board or by the Company in general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"534a0cc4-c441-4b77-94c2-1eb6d01a96eb","order":109,"text":"The Company shall, at each annual general meeting, lay before the members such financial statements as are required by the Act, and shall appoint auditors and fix their remuneration in accordance with the Act. A copy of the financial statements, including consolidated financial statements if any, together with the auditor's report and every other document required by the Act to be annexed or attached thereto, shall be sent to every member of the Company and to every other person so entitled, within the period and in the manner prescribed by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"072738f0-3e05-46da-b0ea-1ffff58fe18f","order":110,"text":"22. THE SEAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S22"},{"id":"f77be4dc-f83d-4458-9b5f-16af5c0ea15c","order":111,"text":"The Board shall provide for the safe custody of the seal, if any, of the Company. 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 such number of directors and/or such other person(s) as the Board may from time to time determine, who shall sign every instrument to which the seal is so affixed in their presence. The Company may exercise the powers conferred by the Act with regard to having an official seal for use outside India, and such powers shall be vested in the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e636c0e2-b0f6-4591-a9d7-be117f84dee2","order":112,"text":"23. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S23"},{"id":"2e73130a-fc14-4e44-8a47-2dd884049220","order":113,"text":"A notice or other document may be given by the Company to any member either personally, or by sending it by post or by courier to him at his registered address, or (if he has no registered address in India) to the address, if any, within India supplied by him to the Company for the giving of notices to him, or by electronic mode to the electronic address supplied by him. Where a notice is sent by post, service thereof shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and shall be deemed to have been effected at the expiration of forty-eight hours after the letter containing the same is posted. Service of a notice by electronic mode shall be deemed to be effected on the day on which it is transmitted to the electronic address supplied by the member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"39106a82-0186-4693-9a92-14f0b8a0048f","order":114,"text":"A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder named first in the Register in respect of the share. Every person who, by operation of law, transfer or other means whatsoever, becomes entitled to any share shall be bound by every notice in respect of such share which, previously to his name and address being entered in the Register, was duly given to the person from whom he derives his title to such share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"874fa8b5-940d-4ebb-afb8-2682e5720409","order":115,"text":"24. WINDING UP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S24"},{"id":"5883fa09-f164-4917-bb16-408ca150f058","order":116,"text":"Subject to the provisions of the Act, if the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not. For such purpose the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"092a3c92-8b9d-4754-878b-65d9fdd08c28","order":117,"text":"25. INDEMNITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"6","sectionNum":"S25"},{"id":"a83f7fd8-4135-4045-bac7-5bf1b4fb7941","order":118,"text":"Subject to the provisions of the Act, every director, manager, secretary and other officer or employee of the Company shall be indemnified by the Company out of its funds against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under the Act in which relief is granted to him by the court, and against all costs, charges, losses and expenses which any such officer or employee may incur or become liable for by reason of any contract entered into, or any act or deed done or omitted by him in the discharge of his duties, save in so far as the same shall have been occasioned by his own wilful neglect or default.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7de45d86-2d23-4e03-93b9-29dd3802662b","order":119,"text":"We, the several persons whose names, addresses and descriptions are subscribed below, are desirous of being formed into a company in pursuance of these Articles of Association.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"marginTop":"10"},{"id":"64829936-73e5-44c6-bb61-9afd6900a3df","order":120,"text":"(i) [Name of subscriber 1] — [Address of subscriber 1] — [Occupation/description of subscriber 1].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d78f0108-1bde-4585-aafa-06d7d7141d66","order":121,"text":"(ii) [Name of subscriber 2] — [Address of subscriber 2] — [Occupation/description of subscriber 2].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e30a120e-94e7-4d02-85e0-582451e585b3","order":122,"text":"(iii) [Name of subscriber 3] — [Address of subscriber 3] — [Occupation/description of subscriber 3].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="}]},{"id":"53982e9a-f967-421d-874d-2b2c70e3f6e1","order":123,"text":"(iv) [Name of subscriber 4] — [Address of subscriber 4] — [Occupation/description of subscriber 4].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"3","type":"remove","operator":"="}]},{"id":"d7c8e848-01c7-455a-b57e-315d331eaeb9","order":124,"text":"(v) [Name of subscriber 5] — [Address of subscriber 5] — [Occupation/description of subscriber 5].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"3","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"4","type":"remove","operator":"="}]},{"id":"b7d485ce-1762-41ac-a2d9-8ad05edf7f05","order":125,"text":"(vi) [Name of subscriber 6] — [Address of subscriber 6] — [Occupation/description of subscriber 6].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"3","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"4","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"5","type":"remove","operator":"="}]},{"id":"c8ef4a48-6b9d-4afa-b131-3644a85ec1f2","order":126,"text":"(vii) [Name of subscriber 7] — [Address of subscriber 7] — [Occupation/description of subscriber 7].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"2","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"3","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"4","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"5","type":"remove","operator":"="},{"field":"b8d5ec8d-640f-4439-9f9e-e1150d2dd702","value":"6","type":"remove","operator":"="}]},{"id":"09d8aa99-a4f6-4183-b3d7-4213897ed0f7","order":127,"text":"Dated this [Day of execution] day of [Month and year of execution], at [Place of execution].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"3fdae190-6b3e-4496-86f9-2b09027d4cd2","order":128,"text":"Witness to the above signatures:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"620a476f-ad39-4419-ace7-6fc8179b7a89","order":129,"text":"Name of witness: [Name of witness]; Address: [Address of witness]; Description/Occupation: [Occupation of witness]; PAN / Passport No.: [PAN/Passport of witness].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ebeddd8-5495-4c21-b314-6ef485c0b872","order":130,"text":"I attest the signature(s) of the above subscriber(s), having satisfied myself as to their identity and particulars. [Witness designation: e.g. Practising Company Secretary / Chartered Accountant], Membership/Certificate No. [Membership or certificate number of witness].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]