TaxTMI 
TaxTMI 
MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES
X X X X Extracts X X X X
X X X X Extracts X X X X
....any set against our respective names:- Names, addresses, descriptions and occupations of subscribers No. of shares taken by each subscriber Signature of subscriber Signature, names, addresses, descriptions and occupations of witnesses A.B. of........Merchant .............. Signed before me: Signature...................... C.D. of........Merchant .............. Signed before me: Signature...................... E.F. of........Merchant .............. Signed before me: Signature...................... G.H. of........Merchant .............. Signed before me: Signature...................... I.J. of........Merchant .............. Signed before me: Signature...................... K.L. of........Merchant .............. Signed before me: Signature...................... M.N. of........Merchant .............. Signed before me: Signature...................... Total shares taken: 7th I, whose name and address is given below, am desirous of forming a company in pursuance of this ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....sp; Signed before me: Signature...................... E.F. of........Merchant .............. Signed before me: Signature...................... G.H. of........Merchant .............. Signed before me: Signature...................... I.J. of........Merchant .............. Signed before me: Signature...................... K.L. of........Merchant .............. Signed before me: Signature...................... M.N. of........Merchant .............. Signed before me: Signature...................... 7th I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association (Applicable in case of one person company):- Name, address, description and occupation of subscriber Signature of subscriber Signature, name, address, description and occupation of witness A.B. ........Merchant Signed before me: Signature...................... 8th Shri/Smt............., son/daugther of .................., resident of............ aged............ years shall be the nominee in the event of death of the sole....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Signed before me: Signature...................... I.J. of........Merchant .............. Signed before me: Signature...................... K.L. of........Merchant .............. Signed before me: Signature...................... M.N. of........Merchant .............. Signed before me: Signature...................... 8th I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company):- Name, address, description and occupation of subscriber Signature of subscriber Signature, name, address, description and occupation of witness A.B. ........Merchant Signed before me: Signature...................... 9th Shri/Smt.............., son/daughter of .................., resident of............ aged............ years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated............................ the day of........................... TABLE -D MEMORANDUM ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING SHARE CAPITAL 1st The name of the company is ''..................................Company''. 2nd The registered office of the company will be situated in the State of................................... 3rd (a) The objects to be pursued by the company on its incorporation are:- (b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:- 4th The liability of the member(s) is unlimited. 5th The share capital of the company is..................................rupees, divided into..................................shares of..................................rupees each. 6th We, the several persons, whose names, and addresses are subscribed, 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 against our respective names:- Names, addresses, descriptions and occupations of subscribers No. of shares taken by each subscriber Signature of subscriber Signature, names, addresses, descriptions an....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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. 2. (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....
X X X X Extracts X X X X
X X X X Extracts X X X X
....artly paid shares or partly in the one way and partly in the other. 6. (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 mutatis 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. 7. 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 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (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. 12. (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. Calls on shares 13. (i) 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 ma....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nies uncalled and unpaid upon any shares held by him; and (b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance. Transfer of shares 19. (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. 20. 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  ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. 25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. (ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. 26. A person becoming entitled to a share by reason of the death or insolvency of the holde....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e made; and (b) 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. 30. 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. 31. (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. 32. (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. &n....
X X X X Extracts X X X X
X X X X Extracts X X X X
....; (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. 37. Where shares are converted into stock,- (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose. (b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... up of unissued shares to be issued to members of the company as fully paid bonus shares. (E) The Board shall give effect to the resolution passed by the company in pursuance of this regulation. 40. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall- (a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares if any; and (b) generally do all acts and things required to give effect thereto. (ii) The Board shall have power- (a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and (b) to authorise any person to enter, on behalf of all the members entitled ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lling 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. 48. In case of a One Person Company- (i) the resolution required to be passed at the general meetings of the company shall be deemed to have been passed if the resolution is agreed upon by the sole member and communicated to the company and entered in the minutes book maintained under section 118. (ii) such minutes book shall be signed and dated by the member. (iii) the resolution shall become effective from the date of signing such minutes by the sole member. Adjournment of meeting 49. (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. &n....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 56. (i) 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 57. 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 or 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. 58. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.  ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....n determine. 65. 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. 66. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as 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. Proceedings of the Board 67. (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 Boar....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 74. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 75. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. 76. In case of a One Person Company- (i) where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained under section 118; &nb....
X X X X Extracts X X X X
X X X X Extracts X X X X
....p; 82. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit 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, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit. (ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve. 83. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid accor....
X X X X Extracts X X X X
X X X X Extracts X X X X
....specting 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. Winding up 90. Subject to the provisions of Chapter XX of the Act and rules made thereunder- (i) 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. (ii) For the purpose aforesaid, 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. (iii) 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 if he consider....
X X X X Extracts X X X X
X X X X Extracts X X X X
....; (a) "the Act" means the Companies Act, 2011; (b) "the seal" means the common seal of the company. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Members II. 1. The number of members with which the company proposes to be registered is hundred, but the Board of directors may, from time to time, whenever the company or the business of the company requires it, register an increase of members. 2. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company. General meetings 3. All general meetings other than annual general meeting shall be called extraordinary general meeting. 4. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rned meeting. Voting rights 10. Every member shall have one vote. 11. 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. 12. No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid. 13. (i) 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. 14. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstan....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (ii) In case of an equality of votes, the chairperson of the Board, if any, shall have a second or casting vote. 21. 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 for 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. 22. (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 members to be Chairperson of the meeting. 23. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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. 29. 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 30. (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 af....