Articles of Association of Dadri Commercial Private

8/14/2019 Articles of Association of Dadri Commercial Private

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ARTICLES OF ASSOCIATION

OF

DADRI COMMERCIAL PRIVATE LIMITED

PRELIMINARY

. The regulations contained in Table A in the first schedule to the Indian

Companies Act 1956 (hereinafter referred to as Table A)shall apply to the Company so faras they are not inconsistent with the regulations herein contained.

THE COMPANY

2. The Company is a Private Company within the meaning of Section 3(1)(iii) of the Indian

Companies Act 1956 and accordingly:

(a) The right to transfer Shares of the Company is restricted in the manner and to the extent

hereinafter provided,

(b) No invitation shall be issued to the Public to subscribe for any Shares or Debentures of the

Company and,(c) The number of the Members of the Company (exclusive of persons in employment of the

Company) shall be limited to fifty, provided that for the purpose of this provision, where twoor more persons hold one or more Shares in the Company jointly, they shall be treated as a

Single Member.

CAPITAL.

. The Authorized Share Capital of the Company shall be such amount and be divided into suchshares as may, from time to time, be provided in clause 5 of Memorandum of Association

payable in the manner as may be determined by the Directors from time to time.

4. The Company shall have the power to increase, reduce, consolidate, divide, sub- divide or re-

organize the Authorized Share Capital from time to time by Special Resolution and in

accordance with the Regulations of the Company and the Legislative Provisions in force for thetime being in that behalf.

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. The minimum paid-up share capital of the company shall not be less than Rs. 1,00,000(RUPEES ONE LAC).

CALLS ON SHARES

6. Unless otherwise agreed by the Directors of the Company, and subject to the provisions

contained in the Articles, all the Shares shall be issued as fully paid-up.

7. The allotment of Shares shall be under the control of the Directors who may allot, reject, or

otherwise dispose of the same to such persons and on such terms and conditions as they think fitwithout assigning any reason for the same.

8. The Board of Directors may allot to any person shares in the capital of the Company in payment

or part payment for purchasing Rights, Goods, Stocks, Assets, Machinery etc., or inconsiderations of any service rendered or to be rendered to the Company by any of its

employees.

TRANSFER AND TRANSMISSION OF SHARES

9. The instrument of transfer of any share in the Company shall be executed both by the Transferor

and the Transferee, and the Transferor shall be deemed to remain the holder of the Share until thename of the Transferee is entered in the Register of Members in respect thereof. The Board shall

be bound to register a transfer of shares made in accordance with the provisions of these Articlesand not otherwise. No transfer shall be registered in the Books of the Company unless approvedby the Board of Directors in writing.

0. Shares of the Company shall be transferred in any usual or common form which the Directors

may prescribe.

GENERAL MEETINGS

1. For calling an Annual General Meeting, not less than seven days notice and for calling anExtraordinary General Meeting, not less than two days notice shall be given in the manner

prescribed by the Companies Act, 1956 or as the Directors may decide.

2. 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 and throughout the meeting. Quorum shall be at

least two members present in person.

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3. If within half an hour from the time appointed for holding a general meeting, a quorum is not

present, the meeting shall stand adjourned to the same day in the next week at the same time and

place or to such other day and at such time and place as the Chairman may determine.

4. At any General Meeting a Resolution put to vote shall be decided on a show of hands.

DIRECTORS

5. The management of the Company shall be vested with the Board of Directors consisting of not

less than 2 (two) and not more than 10 (ten) Directors.

6. The following shall be the First Directors of the Company and be called as theFounder Directors of the Company:-

(1) Gaurav Agarwal.

(2) Anshu Goel.

7. The following persons shall be the Directors of the Company and shall constitutethe Board of Directors:-

(1) The Two Founder Directors.

(2) Any Member of the Company nominated as a Director by the Founder Director at his option

but none of the Founder Directors shall have more than one Nominee at a time and(3) Any other Member or Members of the Company as may be elected by the

Company in General Meeting.

8. The Remuneration of the Directors may be determined from time to time by the Company in the

General Meeting.

POWERS AND DUTIES OF DIRECTORS

9. The business of the Company shall be managed by the Directors of the Company who may payall the expenses incurred in setting up and registration of the Company, and may exercise all

such powers of the Company as are not, by the Indian Companies Act 1956 or any

Statutory Modification thereof for the time being in force or by these Articles, required to be

exercised by the Company in the General Meeting subject nevertheless to any Regulations of theArticles, to the provisions of the said Act, and to such Regulations, being not inconsistent with

the aforesaid Regulations made by the Company in General Meeting shall invalidate any prior

act of the Directors which would have been valid if that regulations had not been made.

20. The Directors may from time to time make and annul such Rules, Regulations and Bylaws as

they deem expedient for the conduct of the Business of the Company and such Rules,

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Regulations or Bylaws shall be considered as part of these Articles unless repugnant to the sense

of these presents.

21. The Directors may from time to time borrow or secure payment of any sum or sums or money

for the purpose of the business of the Company. Payments or Repayments of such money may be

raised or secured in such a manner and upon such terms and conditions in all respects as theDirectors may think fit, and in particular by creating a charge upon all or any part of the property

of the Company both present and future including the uncalled Capital of the Company for the

time being.

PROCEEDINGS

22. A Resolution in writing signed by all the Directors shall have the same effect and validity as aResolution of Board of Directors duly passed at a meeting of the Board duly convened and

constituted.

23. The Board of Directors may meet for the dispatch of business and shall so meet at least once inevery three months and at least four such meetings shall be held in every year. The Directors

may adjourn or otherwise regulate their meetings, as they think fit.

24. Twenty four hours written notice for holding a Meeting of the Board of Directors shall be

deemed sufficient. Two Directors personally present shall form the Quorum.

ROTATION OF DIRECTORS

25. At the First Annual General Meeting of the Company, the whole of the Directors except the

Founder Directors shall retire from office, and at the Annual General Meeting in every

subsequent year, one-third of the Directors, except the Founder Directors for the time being or, iftheir number is not three or multiple of three, then the number nearest to one-third shall retire

from office.

26. The Directors to retire every year shall be those who have been longest in office since their last

election, but as between persons who become Directors on the same day, those to retire (unless

they otherwise agree among themselves) be determined by Seniority of their Membership or bylot.

27. The retiring Directors shall be eligible for re-election.

28. The Company at the General Meeting at which a Director retires in the manner aforesaid or in

any subsequent General Meeting shall fill up the vacated office by electing a person thereto,

subject to the Right of Nomination by the Founder Director, to be exercised at their option.

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29. The Board of Directors may for the purpose of management of the Companys Business in all or

any of the lines of its trade appoint any Person, Firm, or Association as Managing Agents of theCompany on such terms and conditions as it thinks fit.

0. In case no Managing Agents are appointed as aforesaid or the Managing Agents are appointedonly for the purposes of a Specified Line or Lines of Trade, the

Business of the Company relating to all the Trades of the Company, as are not entrusted to the

Managing Agents, shall be managed by the Managing Director of the Company, whose Office,Powers, and Duties shall be Governed by the Articles contained hereunder.

1. The Managing Director of the Company shall be elected from amongst the Directors of the

Company by the Board of Directors in its First Meeting to be held after the Annual GeneralMeeting of the Company on such terms and conditions as it thinks fit.

2. The Directors may elect amongst themselves Person to act as a Chairman of the Company for

One Year. The Chairman, if so elected, shall preside all the Meetings of the Company and theBoard of Directors shall exercise all the Supervisory Powers to control the Management of the

Company and its affairs.

3. The Remuneration of the Managing Director during the tenure of his Office shall be decided by

the Company in the General Meeting from time to time.

4. The Managing Director may, as and when required, confer Authority on any one to look after

and conduct suits and sign them, verify plaints and written statements and to institute conduct,

defend, compound, submit to Arbitration and abandon any Legal Proceedings and Claims onbehalf of the Company.

5. The Managing Director shall have full Power and Authority :- expenses incurred in themaintenance of the business and the property of the Company.

(a) To invest and deal with any moneys of the Company not immediately required for thepurpose thereof and from time to time, vary or realize such investments

(b) To retain, reimburse, or pay out of the money of the Company all Salaries, Wages,

Allowances, Fees and Charges payable to any person engaged or to pay any worker oremployee of the Company and all sums due to him for his Remuneration or Allowances or

expenditure on behalf of the Company in accordance with these presents.

(c) To sign and give all receipts, releases and other discharges for money or goods payable to the

Company and for the Claims and Demands of the Company

(d) To receive all Money and Securities of the Company, pay all necessary cost, charges and

(e) To give to any Officer, Counsel or any other person employed by or on behalf of the

Company, a fee or commission as he may deem fit

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(f) To Control the working of the Company, its Branches, Agencies, Clerks and other servants of

the Company and to appoint, promote, degrade, transfer, suspend, remove or punish any ofthem, or pass any order concerning them or about the Management as may be deemed proper

(g) To enter into such negotiations, to contract and execute and do all such acts, deeds and thingsfor and on behalf of the Company, as he may consider expedient for the business of the

Company or in the interest of the Company

(h) To support or aid in the establishment and support of Associations or Institutions in funds

calculated to benefit any of the employees of the Company or their dependents or their

connections and to subscribe to other Charitable or other benevolent objects.

(i) To grant pensions, gratuities to the Companys employees

(j) To open, operate and to withdraw Bank Accounts or other Accounts in the name of the

Company with any Bank, Bankers, Firm, Merchants, Company or individual and to issue,acquire, use, deal in, pledge, mortgage, sell or negotiate issue, sell and assign Cheques,

Drafts, Bills of Exchange, Promissory Notes, Hundies, Debentures, Bonds, Bills of Lading,Railway Receipts, Dock Warrant and other Negotiable, or Transferable Instruments or

Securities and to purchase, sell, negotiate, endorse or surrender for renewal any Govt.

Promissory Notes or War Loans or authorized or other securities whether of Government of

India or any other Government or any Municipal or Local Body or Authority or otherwisewhatsoever

(k) To suspend or immediately dismiss without notice any Officer, or employee of the Companywho may have been found guilty of disclosing the secrets of the Company or to act

dishonestly against the interest of the Company.

6. The Managing Director may appoint any person or persons, as and when required to act as

Manager, Assistant Manager, Incharge or Agent for the Company and its Branches, on such

terms, conditions and remuneration as he thinks fit and may delegate any of his Powers to suchManager, Assistant Manager, Incharge or Agent as may be considered necessary by him.

7. The Managing Director with the written permission of the Chairman, if any, may delegate or

sub-delegate his powers whether in part or in full to one of the Directors and also withdraw thesame whenever considered necessary.

SEAL

8. The Seal of the Company shall not be affixed to any Instrument except by the Authority of

Managing Director, Chairman, or any other two Directors and in the presence of at least one

Director or Secretary or such other person as the Managing Director may appoint for this

purpose.

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DIVIDEND AND RESERVES

9. The Company in General Meeting may declare Dividends, but the amount of dividend shall not

exceed the amount recommended by the Directors.

40. The Directors may from time to time pay to the Members such interim dividends as appear to

the Directors to be justified by the distributable profits of the Company.

41. No dividend shall be paid otherwise than out of the profits of the year or any other undistributed

profits.

42. The Directors may, before recommending any dividend, set aside out of the profits of the

Company such sums as they think proper as a Reserve or Reserves which shall, at the discretionof the Directors be applicable for meeting contingencies or for equalizing dividends or for any

other purposes to which the profits of the Company may be properly applied and pending such

applications may at the like discretion, either be employed in the business of the Company or be

invested in such investments (other than the Shares of the Company) as the Directors mayfrom time to time think fit.

43. No Dividend shall bear interest against the Company.

ACCOUNTS

44. The Directors shall cause to be kept proper books of accounts in accordance with section 209 of

the Act, especially with respect to:-

(a) All sums of money received and expended by the Company and the matter in

respect of which the Receipts and Expenditure take place(b) All Sale and Purchase of goods by the Company

(c) The Assets and Liabilities of the Company.

45. The Directors shall as required by section 210 of the Indian Companies Act 1956, cause to be

prepared and be laid before the Company at every Annual General Meeting of the Company,

such Profit & Loss Account and Balance Sheet, as are referred to in the said section.

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AUDITORS

46. The Company shall, at each Annual General Meeting, appoint an Auditor(s) to hold office till the

next Annual General Meeting. The rights and duties of the Auditors so appointed shall be

regulated in accordance with sections 224 to 233 of the Act.

NOTICE

47. (1) A Notice may be served by the Company upon any Member either in person or by sending it

by post to him at his Registered Address, or if he has no Registered Address in India, at theAddress, if any, within India supplied by him to the Company for the service of Notice to

him.

(2) Where a Notice is sent by Post, service of the Notice shall be deemed to be effected byproperly addressing, pre-paying and posting letters containing the Notice and unless the

contrary is proved, to have been effected at the time at which the letter would have be

delivered in the ordinary course of post.

ARBITRATION

48. Any dispute concerning the affairs of the Company:-

(1) between the Members of the Company;

(2) between the Members of the Company and any Officer of the Company;(3) between the Company and any Officer of the Company including the Directors of the

Company;shall be decided by a reference to Arbitration.

49. The reference to Arbitration shall be made to one Arbitrator to be appointed by the mutualconsent of the Parties to the dispute or in case the Parties do not concur in the appointment of

one Arbitrator, to three Arbitrators, one to be appointed by each Party and the third by the two

appointed Arbitrators.

0. The provisions set out in the First Schedule to the Arbitration Act 1940, Chapter II, shall be

deemed to be included in these Articles so far as they are applicable to the Reference and are notinconsistent with the Provisions contained herein or in the Indian Companies Act 1956.

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Place: New Delhi

Date: 29/01/2010

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Articles of Association of Dadri Commercial Private

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