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PROJECT REPORT

ON

CONSOLIDATE COMPANY AND THEIR MEMORANDUM OF

ASSOCIATION

Submitted in partial fulfillment for the award of degree in “B.Com”,

vocational in “OMSP”

St. Xavier College

An autonomous college of Ranchi, university Ranchi

By:-

Name:- SWETA MEHTA

EXAM ROLL NO:-

08VOMSO10719

Class Roll NO:-08SXCVOM1070

STREM:-OMSP

SEMESTER:-5

Batch:-2008-11

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CASE STUDY

Two Consolidate companies which are approved by the company law board and it is also designed in such a way so that multi functional system is to be from many location. In this system lay down all the procedure of memorandum of association.

The systematic procedure must be adopted for making consolidation. Frame a new Memorandum of association.

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… CONTENTS …

S.N NAME OF CHAPTERS PAGE NO

1 INTRODUCTION OF PROJECT 4

2 OBJECTIVE 5

3 RESEARCH METHODOLOGY 6

4 INTRODUCTION OF MERGERS 7-8

5 Benefit of merger 9

5 PURPOSE OF MERGER 10-12

6 ADVANTAGES OF MERGERS 13

7 PROCEDURE of merger 13-19

9 IMPORTANT ELEMENTS OF MERGER 19-20

ROCEDURE

10 MEMORANDUM OF ASSOCIATION 21-30

11 Advantage of new merger 31

12 Bibliography 32

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INTRODUCTION OF PROJECT

My project are based on consolidate company and their procedure ofmemorandum of association. I am assuming that two company will be merge

and make one company their name is “POPULATION ASSOCIATION OF

JHARKHAND”. These companies are private company and non- profitable

company. These are established in Ranchi at Lalji Hiraji Road,Main Road. In

this project, many topics are described that are introduction of mergers and

acquisition, purpose of merger and acquisition types of mergers, advantages of

mergers and takeovers, consideration of merger and takeover, procedure of

merger and acquisition and memorandum of association.

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RESEARCH OBJECTIVE

To understand systematic procedure which is must be adopted during merger or Acquisition of company.

To understand procedure of memorandum of association.

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RESEARCH METHODOLOGY

WHAT TO STUDY:-

Systematic procedure of merger or Acquisition of company. Procedure of making memorandum of association.

WHERE TO STUDY:-

A assumed company name is “POPULATION ASSOCIATION OF

JHARKHAND”

HOW TO STUDY

I have adopted following method for data collection:-

PRIMARY SOURCE:-

informal talk with experience professors and relatives.

SECONDARY SOURCE:-

Website

Note book

Newspaper

Book of Company Low “ Ashok K Bagrial” and others

TIME DUERATION

7

Approx 15 days

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INTRODUCTION TO MERGERS AND ACQUISITION

Merger is defined as combination of two or more companies into a

single company where one survives and the others lose their corporate

existence. The survivor acquires all the assets as well as liabilities of the merged

company or companies. Generally, the surviving company is the buyer, which

retains its identity, and the extinguished company is the seller

We have been learning about the companies coming together to from

another company and companies taking over the existing companies to expand

their business. Certain companies in the same field of business have found it

beneficial to merge together into one company.

However, companies are now increasingly using their surplus funds for acquiring other companies, often in the same line of business, to widen product range and to increase market share. An Acquisition occurs through buying of one company (the ‘target’) by another, with the intent of more effectively using a core competence by making the acquired company, a subsidiary in its portfolio of businesses. .

Merger is also defined as amalgamation. Merger is the fusion of two or

more existing companies. All assets, liabilities and the stock of one company

stand transferred to Transferee Company in consideration of payment in the

form of:

Equity shares in the transferee company,

Debentures in the transferee company,

Cash, or

A mix of the above modes.

Acquisition in general sense is acquiring the ownership in the property. In

the context of business combinations, an acquisition is the purchase by one

company of a controlling interest in the share capital of another existing

company.

Corporate Mergers and Acquisitions do not always result in the success; indeed

many result in a net loss of value due to certain inherent problems. These

problems in achieving success of mergers interlaid includes high social and

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financial costs, duplication of activities, incompatibility of systems, people and

culture, etc.

All our daily newspapers are filled with cases of mergers, acquisitions,

spin-offs, tender offers, & other forms of corporate restructuring. Thus

important issues both for business decision and public policy formulation have

been raised. No firm is regarded safe from a takeover possibility. On the more

positive side Mergers & Acquisition’s may be critical for the healthy expansion

and growth of the firm. Successful entry into new product and geographical

markets may require Mergers & Acquisition’s at some stage in the firm's

development. Successful competition in international markets may depend on

capabilities obtained in a timely and efficient fashion through Mergers &

Acquisition's. Many have argued that mergers increase value and efficiency and

move resources to their highest and best uses, thereby increasing shareholder

value. .

Considerable amount of brainstorming would be required by the

managements to reach a conclusion

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BENEFITS OF MERGERS AND ACQUISITIONS

Corporate Mergers and Acquisitions represent part of a corporate/ business strategy used by many companies to achieve various objectives. There can be a number of motives for a company to pursue a strategy of Merger. Following motives are generally considered before Mergers,

Large enough size to realize economies of scale, Diversification to reduce the risk of business, Desired synergies, Taxation advantage not available without merging, Increased efficiencies, Reduction in administrative cost and overcoming critical lacks, Risk spreading, Increased revenue and utilize market power/ share, Eliminating competition and to achieve monopoly benefits, Creating opportunities for cross-selling, Displacing an existing management, Efficient access to capital markets

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PURPOSE OF MERGERS AND ACQUISITION

The purpose for an offer or company for acquiring another company shall

be reflected in the corporate objectives. It has to decide the specific objectives

to be achieved through acquisition. The basic purpose of merger or business

combination is to achieve faster growth of the corporate business. Faster growth

may be had through product improvement and competitive position.

Other possible purposes for acquisition are short listed below: -

(1)Procurement of supplies:

1. To safeguard the source of supplies of raw materials or intermediary

product;

2. To obtain economies of purchase in the form of discount, savings in

transportation costs, overhead costs in buying department, etc.;

3. To share the benefits of suppliers economies by standardizing the

materials.

(2)Revamping production facilities:

1. To achieve economies of scale by amalgamating production facilities

through more intensive utilization of plant and resources;

2. To standardize product specifications, improvement of quality of product,

expanding

3. market and aiming at consumers satisfaction through strengthening after

sale

4. services;

5. to obtain improved production technology and know-how from the

offeree company

6. to reduce cost, improve quality and produce competitive products to

retain and

7. improve market share.

(3) Market expansion and strategy:

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1. to eliminate competition and protect existing market;

2. to obtain a new market outlets in possession of the offeree;

3. to obtain new product for diversification or substitution of existing

products and to enhance the product range;

4. strengthening retain outlets and sale the goods to rationalize distribution;

5. to reduce advertising cost and improve public image of the offeree

company;

6. strategic control of patents and copyrights.

(4) Financial strength:

1. to improve liquidity and have direct access to cash resource;

2. to dispose of surplus and outdated assets for cash out of combined

enterprise;

3. to enhance gearing capacity, borrow on better strength and the greater

assets backing;

4. to avail tax benefits;

5. to improve EPS (Earning Per Share).

(5) General gains:

1. to improve its own image and attract superior managerial talents to

manage its affairs;

2. to offer better satisfaction to consumers or users of the product.

(6) Own developmental plans:

The purpose of acquisition is backed by the offeror company’s own

developmental plans.

A company thinks in terms of acquiring the other company only when it

has arrived at its own development plan to expand its operation having

examined its own internal strength where it might not have any problem

of taxation, accounting, valuation, etc. but might feel resource constraints

with limitations of funds and lack of skill managerial personnel’s. It has

to aim at suitable combination where it could have opportunities to

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supplement its funds by issuance of securities, secure additional financial

facilities, eliminate competition and strengthen its market position.

(7) Strategic purpose:

The Acquirer Company view the merger to achieve strategic objectives

through alternative type of combinations which may be horizontal,

vertical, product expansion, market extensional or other specified

unrelated objectives depending upon the corporate strategies. Thus,

various types of combinations distinct with each other in nature are

adopted to pursue this objective like vertical or horizontal combination.

(8) Corporate friendliness:

Although it is rare but it is true that business houses exhibit degrees of

cooperative spirit despite competitiveness in providing rescues to each

other from hostile takeovers and cultivate situations of collaborations

sharing goodwill of each other to achieve performance heights through

business combinations. The combining corporates aim at circular

combinations by pursuing this objective.

(9) Desired level of integration:

Mergers and acquisition are pursued to obtain the desired level of

integration between the two combining business houses. Such integration

could be operational or financial. This gives birth to conglomerate

combinations. The purpose and the requirements of the offeror company

go a long way in selecting a suitable partner for merger or acquisition in

business combinations.

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ADVANTAGES OF MERGERS AND TAKEOVERS

Mergers and takeovers are permanent form of combinations which vest in

management complete control and provide centralized administration which are

not available in combinations of holding company and its partly owned

subsidiary. Shareholders in the selling company gain from the merger and

takeovers as the premium offered to induce acceptance of the merger or

takeover offers much more price than the book value of shares. Shareholders in

the buying company gain in the long run with the growth of the company not

only due to synergy but also due to “boots trapping earnings”.

Motivations for mergers and acquisitions

Mergers and acquisitions are caused with the support of shareholders,

manager’s ad promoters of the combing companies. The factors, which motivate

the shareholders and managers to lend support to these combinations and the

resultant consequences they have to bear, are briefly noted below based on the

research work by various scholars globally.

(1) From the standpoint of shareholders

Investment made by shareholders in the companies subject to merger

should enhance in value. The sale of shares from one company’s shareholders to

another and holding investment in shares should give rise to greater values i.e.

the opportunity gains in alternative investments. Shareholders may gain from

merger in different ways viz. from the gains and achievements of the company

i.e. through

(a) realization of monopoly profits;

(b)economies of scales;

(c) diversification of product line;

(d)acquisition of human assets and other resources not available otherwise;

better investment opportunity in combinations.

One or more features would generally be available in each merger

where shareholders may have attraction and favor merger.

(2)From the standpoint of managers

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Managers are concerned with improving operations of the company,

managing the affairs of the company effectively for all round gains and growth

of the company which will provide them better deals in raising their status,

perks and fringe benefits. Mergers where all these things are the guaranteed

outcome get support from the managers. At the same time, where managers

have fear of displacement at the hands of new management in amalgamated

company and also resultant depreciation from the merger then support from

them becomes difficult.

(3) Promoter’s gains

Mergers do offer to company promoters the advantage of increasing the

size of their company and the financial structure and strength. They can

convert a closely held and private limited company into a public company

without contributing much wealth and without losing control.

(4) Benefits to general public

Impact of mergers on general public could be viewed as aspect of benefits

and costs to:

(a) Consumer of the product or services;

(b) Workers of the companies under combination;

(c) General public affected in general having not been user or

consumer or the worker in the companies under merger plan.

(a) Consumers

The economic gains realized from mergers are passed on to

consumers in the form of lower prices and better quality of the

product which directly raise their standard of living and quality of

life. The balance of benefits in favour of consumers will depend

upon the fact whether or not the mergers increase or decrease

competitive economic and productive activity which directly

affects the degree of welfare of the consumers through changes in

price level, quality of products, after sales service, etc.

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(b) Workers community

The merger or acquisition of a company by a conglomerate or other

acquiring company may have the effect on both the sides of

increasing the welfare in the form of purchasing power and other

miseries of life. Two sides of the impact as discussed by the

researchers and academicians are: firstly, mergers with cash

payment to shareholders provide opportunities for them to invest

this money in other companies which will generate further

employment and growth to uplift of the economy in general.

Secondly, any restrictions placed on such mergers will decrease

the growth and investment activity with corresponding decrease in

employment. Both workers and communities will suffer on

lessening job opportunities, preventing the distribution of benefits

resulting from diversification of production activity.

(c) General public

Mergers result into centralized concentration of power. Economic

power is to be understood as the ability to control prices and

industries output as monopolists. Such monopolists affect social

and political environment to tilt everything in their favor to

maintain their power ad expand their business empire. These

advances result into economic exploitation. But in a free economy

a monopolist does not stay for a longer period as other companies

enter into the field to reap the benefits of higher prices set in by the

monopolist. This enforces competition in the market as consumers

are free to substitute the alternative products. Therefore, it is

difficult to generalize that mergers affect the welfare of general

public adversely or favorably. Every merger of two or more

companies has to be viewed from different angles in the business

practices which protects the interest of the shareholders in the

merging company and also serves the national purpose to add to

the welfare of the employees, consumers and does not create

hindrance in administration of the Government polices.

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PROCEDURE OF MERGER AND ACQUISITION

A merger is a complicated transaction, involving fairly complex legal

considerations. While evaluating a merger proposal, one should bear in mind

the following legal provisions. Sections 391 to 394 of the companies act, 1956

contain the provisions for amalgamations. The procedure for amalgamation

normally involves the following steps:

1. Examination of object Clauses: The memorandum of association of both

the companies should be examined to check if the power to amalgamate is

available.

Further, the object clause of the amalgamated company (transferee Company)

should permit it to carry on the business of the amalgamating company

(transferor company) .If such clauses do not exists, necessary approvals of the

shareholders, boards of directors and Company Law Board are required.

2. Intimation to stock Exchanges: The stock exchanges where the

amalgamated and amalgamating companies are listed should be informed about

the amalgamation proposal. From time to time, copies of all notices, resolutions,

and orders should be mailed to the concerned stock exchanges.

3. Approval of the draft amalgamation proposal by the Respective Boards:

The draft amalgamation proposal should be approved by the respective boards

of directors. The board of each company should pass a resolution authorizing its

directors/executives to pursue the matter further.

4. Application to the National Company Law Board (NCLB): Once the draft

of amalgamation proposal is approved by the respective boards, each company

should make an application to the NCLB so that it can convene the meetings of

shareholders and creditors for passing the amalgamation proposal.

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5. Dispatch of notice to shareholders and creditors: In order to convene the

meeting of shareholders and creditors, a notice and an explanatory statement of

the meeting, as approved by the NCLB, should be dispatched by each company

to its shareholders and creditors so that they get 21 days advance intimation.

The notice of the meetings should also be published in two newspapers. An

affidavit confirming that the notice has been dispatched to the

shareholders/creditors and that the same has been published in newspapers

should be filed with the NCLB.

6. Holding of Meetings of shareholders and creditors: A meeting of

shareholders should be held by each company for passing the scheme of

amalgamation. At least 75 percent (in value) of shareholders in each class, who

vote either in person or by proxy, must approve the scheme of amalgamation.

Likewise, in a separate meeting, the creditors of the company must approve of

the amalgamation scheme.

7. Petition to the NCLT for confirmation and passing of NCLB orders:

Once the amalgamation scheme is passed by the shareholders and creditors, the

companies involved in the amalgamation should present a petition to the NCLB

for confirming the scheme of amalgamation. The NCLB will fix a date of

hearing. A notice about the same has to be published in two newspapers. After

hearing the parties the parties concerned ascertaining that the amalgamation

scheme is fair and reasonable, the NCLB will pass an order sanctioning the

same. However, the NCLB is empowered to modify the scheme and pass orders

accordingly.

8. Filing the order with the Registrar: Certified true copies of the NCLB

order must be filed with the Registrar of Companies within the time limit

specified by the NCLB.

9. Transfer of Assets and Liabilities: After the final orders have been passed

by the NCLB, all the assets and liabilities of the amalgamating company will,

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with effect from the appointed date, have to be transferred to the amalgamated

company.

10. Issue of shares and debentures: The amalgamated company, after

fulfilling the provisions of the law, should issue shares and debentures of the

amalgamated company. The new shares and debentures so issued will then be

listed on the stock exchange.

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IMPORTANT ELEMENTS OF MERGER PROCEDURE ARE:

Scheme of merger

The scheme of any arrangement or proposal for a merger is the heart of the

process and has to be drafted with care. There is no specific form prescribed for

the scheme. It is designed to suit the terms and conditions relevant to the

proposal but it should generally contain the following information as per the

requirements of sec. 394 of the companies Act, 1956:

1. Particulars about transferor and transferee companies

2. Appointed date of merger

3. Terms of transfer of assets and liabilities from transferor to transferee

4. Effective date when scheme will came into effect

5. Treatment of specified properties or rights of Transferor Company

6. Terms and conditions of carrying business by Transferor Company between

appointed date and effective date

7. Share capital of Transferor Company and Transferee Company specifying

authorized, issued, subscribed and paid up capital.

8. Proposed share exchange ratio, any condition attached thereto and the

fractional share certificate to be issued.

9. Issue of shares by Transferee Company

10. Transferor company’s staff, workmen, employees and status of provident

fund, Gratuity fund, superannuation fund or any other special funds created for

the purpose of employees.

11. Miscellaneous provisions covering Income Tax dues, contingent and other

accounting entries requiring special treatment.

12. Commitment of transferor and Transferee Company towards making an

application U/S 394 and other applicable provisions of companies Act, 1956 to

their respective High court.

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13. Enhancement of borrowing limits of transferee company when scheme

coming into effect.

14. Transferor and transferee companies consent to make changes in the scheme

as ordered by the court or other authorities under law and exercising the powers

on behalf of the companies by their respective boards.

15. Description of power of delegates of Transferee Company to give effect to

the scheme. Qualifications attached to the scheme which requires approval of

different agencies.

16. Effect of non receipt of approvals/sanctions etc.

17. Treatment of expenses connected with the scheme.

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MEMORANDUM OF ASSOCIATIONOF

POPULATION ASSOCIATION OF JHARKHAND

ARTICLE 1

NAME AND NATURE OF THE ASSOCIATION1.1 The name of the Association shall be Population Association of Jharkhand.

The Association shall be a non-profit and non-political organization.

ARTICLE 2

REGISTERED OFFICE

2.1 The registered office of the Association shall be located in Islamabad.

ARTICLE 3OBJECTIVES & FUNCTIONS OF THE ASSOCIATION

3.1The objective of the Association is to promote and strengthen the discipline of population by providing for a to subject experts, facilitating their professional development, sharing scientific knowledge in population, and sharing experiences in the different disciplines related to population.

3.2To achieve this objective the Association shall:

a) Bring the members of the Association together periodically in a multidisciplinary environment of professional exchange;

b) Bring members in contact with population professionals from other countries for sharing knowledge;

c) Hold conferences and meetings for presentation of scientific and technical papers and discussions;

d) Arrange lectures by recognized national/international scholars for young professionals and the general public;

e) Facilitate research in the different disciplines ofpopulation;

f) Encourage population studies in educational institutions;

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g) Develop and train young professionals/students by arranging funds for scholarships and by identifying courses/trainings in population at the national and international level;

h) Publish journals, newsletters, or any other scientific or professional publications under the direction of an Editorial Board appointed by the Executive Council;

i) Confer awards on scholars for outstanding contributions in the general area of population;

j) Offer advice on critical policy issues;

k) Collaborate with other national and international organizations pursuing similar goals; and

l) Do all such things as are conducive to the attainment of the above objectives.

ARTICLE 4

MEMBERSHIP4.1 Acknowledging the inter-disciplinary nature of population studies, the

membership of the Association shall be open to demographers, sociologists, statisticians, reproductive health experts, environmentalists, economists, geographers, public health personnel, social workers, and other professionals interested and involved in population studies and related action programs.

4.2 Forms of membership in the Association shall consist of:

a) Regular Membership: Any person fulfilling the following criteria, and recommended by any two members of the Association, may become a regular member of the Association:

i) Be the holder of an advanced degree in a subject related to population; or

ii) Be the author of at least one scientific publication in the field of population in a recognized scientific journal; or

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iii) Have demonstrated commitment to the field through research, writing, teaching or administration.

b) Institutional Membership: Institutional Membership shall be open to institutions engaged in population studies or activities, on approval by a majority of the Executive Council. Each member institution shall nominate one member of its staff to participate in the meetings held by the Association.

c) Life Membership: Life Membership shall be open to any individual eligible for regular membership on payment of an amount fixed in the Rules and Regulations and/or bye-laws of the Association.

d) Student Membership: Student membership shall be open to persons enrolled in graduate study in a population-related field, and recommended by any one member of the Association or the head of the department or institution.

4.3 All members other than honorary members shall pay a membership subscription fee prescribed in the Rules and Regulations and/or the Bye-laws of the Association.

4.4 a) All members shall be entitled as a matter of right to participate in all activities of the Association, except as indicated in Article 4.4(b) below.

b) The right to vote or to become Office Bearers of the Association shall be given to all members except Student Members and nominees of Institutional Members (unless they are otherwise members).

c) All members who are current in their membership subscriptions shall be entitled to receive, free of cost, all publications and communications of the Association.

4.5 Membership of the Association shall cease:

a) By voluntary resignation as from a specified date;

b) If a member fails to pay her or his subscription one year after the subscription has become due, and has not responded within an additional 21 days after a registered notice demanding payment has been received.

c) If a resolution terminating such membership is passed by a majority of not less than three fifths of the members of the Executive Council

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and if such resolution of the Executive Council is confirmed by the General Body at its next meeting by a majority. No member shall question the reasonableness or otherwise of a resolution passed under Article 4.5 (c) above and shall submit to it provided she or he has been served with a notice in writing at least 14 days prior to action taken by the Secretary General informing her or him of such action and provided she or he has been given an opportunity to represent her or his case before the Executive Council.

ARTICLE 5GENERAL BODY

5.1The General Body of the Association shall consist of all the voting members identified in Article 4.4(b) above.

5.2The General Body shall have the following duties and powers:

(a) To elect an Executive Council and Office Bearers of the Association in a general meeting duly convened for the purpose. At least one third of voting members shall be required to constitute a quorum;

(b)To consider and decide on all matters as may from time to time be placed before them in a general meeting;

(c) To amend this Memorandum of Association according to procedures set forth herein, in the Rules & Regulations and/or in the Bye-laws;

(d)To suspend or remove elected Officers of the Association or Members of the Executive Council, on convening of a special meeting of the General Body, with at least 50 percent of the voting members present, and 80 percent of those present voting to remove. A special meeting for this purpose shall be held on written demand of one-third of all voting members.

5.3 Members of the General Body unable to attend the meeting shall have the right to express their opinion through postal or electronic communication on any matter on the agenda of the meeting of the General Body. Such opinion shall be duly considered.

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ARTICLE 6EXECUTIVE COUNCIL

6.1 The Association shall have an Executive Council that shall act as an executive and managing authority of the Association; and that shall manage the affairs of the Association.

6.2 The Executive Council shall be comprised of six regular members elected by the General Body and five office bearers of the Association who shall be ex-officio members of the Council.

6.3 There shall be a full-time paid Executive Officer appointed by the President with the approval of the Executive Council, who shall be based in the Secretariat of the Association and who shall manage the day-to-day affairs of the Association under the direct supervision of the Secretary General. She or he shall also serve as non-voting secretary to the Executive Council.

6.4 The Executive Council shall be elected for a term of two years by the voting members from among themselves in a General Body meeting convened for the purpose in accordance with the procedure prescribed in the Rules and Regulations and/or bye-laws of the Association.

6.5 All members of the Executive Council shall be elected for a period of two years. However,

a) In extraordinary circumstances the Executive Council may continue functioning for an additional period of not more than six months, after which its powers shall cease to exist. In such an event, the General Body Meeting may convene to organize new elections;

b) None of the Office Bearers of the Association and the members of the Executive Council shall hold the same office for more than two consecutive terms;

c) A member of the Executive Council not attending two consecutive meetings of the Executive Council without prior written information to the President/ Secretary General shall cease to be a member of the Executive Council.

6.6 The President, or in her or his absence, the Vice-President shall preside over the meetings of the Executive Council. In their absence, the

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members present shall elect a chairman for the meeting.

6.7 The Executive Council shall direct, regulate and administer the general affairs of the Association in accordance with this Memorandum of Association, the Rules and Regulations and/or bye-laws of the Association; and shall:

a) Draw an annual program and undertake projects for the fulfillment of the objects of the Association;

b) Draft, propose, approve and amend the Rules and Regulations and/or bye-laws of the Association;

c) Grant affiliations to similar bodies if deemed desirable in the opinion of the Executive Council in accordance with the Rules and Regulations and/or the Bye-laws;

d) Convene the meeting of the General Body as and when necessary;

e) Present to the session of the General Body a written report of the activities of the Association;

f) Fill any casual vacancies in the Executive Council by co-option from amongst the present voting membership of the Association, up to a maximum three members;

g) Have the right to approve all contracts or research proposals on population and related fields on behalf of the Association;

h) Have the right to own, hold, administer and invest funds and property on behalf of the Association, and in furtherance of the aims of the Association;

i) Approve the admission of members of all categories of the Association with simple majority vote.

6.8 The decisions of the Executive Council shall be taken by a simple majority vote. In the event of a tie, the President or the person presiding over the meeting shall have the casting vote.

6.9 In the event of a casual vacancy in the offices of the President or Secretary General, the Vice President or Joint Secretary, respectively,

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shall assume their duties for the remaining period. For vacancies in the positions of other Office Bearers, the Executive Council shall fill the casual vacancy as deemed appropriate under the circumstances.

6.10 The Executive Council shall have the authority to draft and approve specific Rules and Regulations and/or Bye-laws relating to the conduct of elections, including voting procedures.

ARTICLE 7

DUTIES AND POWERS OF THE OFFICE BEARERS OF THE

ASSOCIATION

7.1 The Association shall have the following Office Bearers:

PresidentVice-PresidentSecretary GeneralJoint SecretaryTreasurer

7.2 The President shall:

(a) Convene meetings of the Executive Council

(b) Preside at all the meetings of the General Body and Executive Council; and

(c) Guide the activities of the Association according to this Memorandum of Association, the Rules and Regulations and/or bye-laws of the Association.

7.3 The Vice President shall:

a) Assist the President in discharging the duties of that office in the manner specified by the President; and

b) Discharge the duties and exercise the powers of the President in her or his absence

7.4 The Secretary General shall:

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a) Be responsible for Supervision of day-to-day activities of the Association;

b) Appoint and dismiss the Executive Officer of the Association subject to the approval of Executive Council;

c) Supervise the appointment and dismissal of other paid staff of the Association;

d) Carry out authorized business in the interest of the Association with the approval of the Executive Council. The Secretary General shall have the discretion to delegate in writing any of the above powers to the Executive Officer after informing the President of the same.

7.5 The Joint Secretary shall undertake all the duties of the Secretary General in her or his absence and assist the later in the day to day functioning of the Association.

7.6 The Treasurer shall:

a) Be responsible for maintaining the Cash and Books of Account of the Association, initiating this in a bank approved by the Executive Council;

b) Supervise the maintenance of proper books of receipt, and present a Financial Statement at the Annual General Meeting of the General Body, duly approved by the Executive Council;

c) Be responsible for the annual auditing of the accounts by the Auditors as appointed by the Executive Council.

7.7 Any Office Bearers or Members of the Executive Council may resign for any reason, by notifying the President in writing.

ARTICLE 8

ELECTIONS AND VOTINGAll elections of the Office Bearers of the Association and of the members of the Executive Council shall be held in accordance with the provisions contained in the Rules and Regulations and/or the Bye-laws of the Association.

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ARTICLE 9FINANCES

9.1 The fee for memberships shall be as specified in the Rules and Regulations and/or the Bye-laws of the Association.

9.2 The Association shall be financed from sources identified in the Rules and Regulations and/or the Bye-laws of the Association.

9.3 All sums received shall be regularly deposited in a scheduled bank in accounts opened for this purpose in accordance with this Memorandum and the Rules and Regulations and/or the Bye-laws of the Association.

9.4 All accounts shall be audited every year by a chartered accountant appointed by the Secretary General in consultation with the President.

ARTICLE 10MEETINGS

All meetings of the Association shall be held in accordance with the procedure prescribed in the Rules and Regulations and/or Bye-laws of the Association.

ARTICLE 11COMMITTEES

The President in consultation with the Secretary General, and the Executive Council, shall have the power to form committees as and when deemed necessary, in accordance with the Rules and Regulations and/or Bye-laws, in order to meet the objectives of the Association.

ARTICLE 12

AMENDMENTSThis Memorandum of Association or a part thereof may be amended by resolution passed by a three fifths majority of the members present at General Body Meeting subject to the condition that the members voting constitute more than one-half of all eligible voters; and had been given a ten days prior notice of the meeting.

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ARTICLE 13

INTERPRETATIONWhenever any difference arises amongst the members touching upon the intent or construction or the incidence or consequences of this Memorandum of Association or the Rules and Regulations or the Bye-Laws, or touching anything then or thereafter done, executed, omitted, or suffered in pursuance of these presents or of the Memorandum or the Rules and Regulations or touching upon the affairs of the Association, then every such difference shall, as a condition precedent to any other action at law, be referred to the decision of the Executive Council. The decision of the Executive Council shall be final. Matters relating to the interpretation of the Memorandum shall be specifically mentioned in the agenda of the Executive Council.

ARTICLE 14

DISSOLUTION OF THE ASSOCIATIONThe Association may be dissolved by a resolution passed by three-fifths of the total number of members present at the General Body in accordance with the provisions prescribed in section 13 of the Societies Registration Act 1860. At such a meeting, at least 50 percent of members must be present.

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ADVANTAGE OF NEW MERGER

BIBLIOGRAPHY

The following Websites and books are taken in reference for

completion of my project:-

PRIMARY SOURCE:-

Informal talk with experience teachers and my relative.

SECONDARY SOURCE:-

Website

Note book

Newspaper

Book of Company Low “ Ashok K Bagrial” and others