DRAFT AOA OF SECTION 8 COMPANY UNDER COMPANIES ACT, 2013

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

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

a) The Company' means SAMRIDHI FOUNDATION

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

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

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

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

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

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

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

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

Public Company
3. This company is a public limited Company within the meaning of Section 2(71) of the
Companies Act 2013.

Share capital and variation of rights

4. The Authorised Share capital of the company is Rs. . (Rupees ) only
divided into . (.) equity Shares of Rs. /- each & (..) Preference
Shares of Rs. /- each.
 5. Subject to the provisions of the Act and these Articles, the shares in the capital of the company
shall be under the control of the Directors who may issue, allot or otherwise dispose of the
same or any of them to such persons, in such proportion and on such terms and conditions
and either at a premium or at par and at such time as they may from time to time think fit.

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

7. If any share certificate be worn out, defaced, mutilated or tom or if there be no further space on the
back for endorsement of transfer, then upon production and surrender *reef to the company, a new
certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof
thereof to the satisfaction of the company and on execution of such indemnity as the company deem
adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be
issued on payment of twenty rupees for each certificate.

8. Except as required by law, no person shall be recognised by the company as holding any share
upon any trust, and the company shall not be bound by, or be compelled in any way to
recognise (even when having notice thereof) any equitable, contingent, future or partial
interest in any share, or any interest in any fractional part of a share, or (except only as by
these regulations or by law otherwise provided) any other rights in respect of any share
except an absolute right to the entirety thereof in the registered holder.

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

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

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

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

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

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

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

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

18. The Board may decline to recognise any instrument of transfer unless
(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of
section 56;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates,
and such other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.
19. On giving not less than seven days' previous notice in accordance with section 91 and rules
made there under, the registration of transfers may be suspended at such times and for such
periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one
time or for more than forty-five days in the aggregate in any year

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

21. The notice aforesaid shall

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

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

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

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

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

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

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

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

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

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

Proceedings at general meetings

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

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

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

35. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen
minutes after the time appointed for holding the meeting, the members present shall choose one of their
members to be Chairperson of the meeting.

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

Voting rights
37. Subject to any rights or restrictions for the time being attached to any class or classes of s hares,
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share
capital of the company.
38. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of
members.

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

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

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

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

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

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

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

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

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

48. All cheques, promissory notes, drafts, hands, bills of exchange and other negotiable instruments, and all
receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by such person and in such manner as the Board shall from time to time by
resolution determine,
49. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book
to be kept for that purpose.

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

Powers of the Board

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

Managing Director
52. Subject to the provisions of the Companies Act, 2013 board may appoint a professional or any other person
having deep knowledge of concerned industry/cluster for such period and upon such terms as it may think
fit, for the conduct of management of the business of the company subject to the control and supervision of
the Board of Directors.

Nominee Director
53. Subject to the provisions of the Companies Act, 2013 and not with standing anything to the contrary
contained in these Articles, the Board of Directors of the Company may agree with the any Financial
Company, Body Corporate, Bank, Insurance Corporation, Mutual Fund or Institution (herein after referred
to as "The Institution ") shall have a right to appoint, remove, re-appoint, substitute from time to time, their
nominee as a Director (hereinafter referred to as "the Nominee Director") on the Board of the Company, so
long as any moneys remain owing to them or any of them by the Company out of any financial assistance
granted by them or any of them to the Company by way of loan and/or holding debentures and/or shares in
the company and/ or as a result of underwriting or direct subscription and/ or liability of the Company
arising out of the guarantee furnished by the Institution on behalf of the Company, remains outstanding or
in terms of any Agreement made between the Institution and the Company.

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

Proceedings of the Board

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

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

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

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

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

Quorum for board meetings

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

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

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

Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer

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

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

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

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

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

Secrecy Clause
68. No member shall be entitled to enquire discovery of or any information with respect to any
detail of the company's trading or any matter which may be of the nature of a trade secret,
mystery of trade or secret process which may relate to the conduct of the business of the
Company and which in the opinion of the Directors it will be inexpedient in the interest of the
Company to communicate the same.

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

We, the several persons whose names, addresses, description, and occupation are hereunto are
desirous of being formed in to a company not for profit, in pursuance of this Articles of
Association:-
S. Name, Description, Addresses, No. of Equity Signature of the Name, Description,
No. and Occupation of the Shares taken by Subscriber Address and
Subscribers each Subscriber Occupation of the
Witness

1.

2.

3.

4.

5.

6.

7.

TOTAL

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