(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
ORGANIC BAGAYATDAR OPC PRIVATE
LIMITED
I. PRELIMINARY
1. The Regulations contained in Table 'A' in the First Schedule to (The Companies Act, 2013) shall apply to the Company except in so far as otherwise expressly incorporated hereinafter.
II. INTERPRETATION
2. (i) In these Regulations: -
(a) “Company” means ORGANIC BAGAYATDAR OPC PRIVATE LIMITED.
(b) “Office” means the Registered Office of the Company.
(c) “Act” means the Companies Act, 2013 and any statutory modification thereof.
(d) “Seal” means the
Common Seal of the Company.
3. The company is a “One Person Company” (OPC) within
the meaning of Section 2 (62) of the Companies Act, 2013 and accordingly: -
(i) limits the number of
its member to one person:
SHARE CAPITAL
4. The Authorized Share Capital of the company shall be that amount referred to in final clause of the Memorandum of Association.
(i) The paid-up capital of the company shall be minimum Rs 1,00,000/- (Rupees One Lac) only.
5. The company in general meeting may reduce and increase the share capital of the company by such sum to be divided into shares of such amount and of such classes with such rights and privileges attached thereto as the general meeting shall direct, and if no such direction be given, as the Directors may determine.
MEMBERSHIPS
6. Membership will be granted to only those persons whose names are approved by the Board of Directors.
TRANSFER OF SHARES
7. Save as herein provided, no transfer of shares shall be made or registered, unless it be as between the joint shareholders inter-se or a transfer to his/her wife/husband and/or children without the previous sanction of the Board of Directors who may, in their absolute and uncontrolled discretion, subject to provision of companies Act, 2013, decline to register any transfer of share without assigning any reason. The Board of Directors may also decline to register any transfer of shares if they are of opinion that it would not be desirable to allow the proposed transferee to become a member of or to increase the holding of the company.
8. Save as provided in the provisions of Companies Act, 2013, no transfer of shares shall be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and specifying the name, address and occupation of the transferee has been delivered to the company together with the certificate, or if no such certificate be in existence, the letter or allotment of such shares in accordance, subject to provision of companies Act,2013. The Transferor shall be deemed to remain a member in respect of such shares until the name of the transferee shall have been entered in the Register of Members in respect thereof.
9. A fee not exceeding Re._________ (____________) may be charged for each transfer approved by the Directors.
10. A member intending to sell any shares shall give notice of his intention to the Board of Directors who shall offer such shares to all the members in proportion to their respective holdings in the company and may thereupon find one or more members willing to purchase the same. This shall be done within two months of receipt of such notice.
11. The price payable for the purchase of shares, unless otherwise agreed shall be their fair value which shall be determined by the company's auditors and the decision of the auditors of the company shall be binding on the seller and the purchaser.
12. In case the Board of Directors shall fail to find a purchaser within the period specified in Article 9 above at the aforesaid fair value the member intending to sell his shares shall be at liberty to sell the same to any person at such price as he considers proper and the Directors shall subject to their right to decline such registration register the transfer of such shares.
13. The right of pre-emption set out in Article 9 to 11 above shall not be enforced in case of transmission or transfer of shares in favor of the heirs of a member.
PROCEEDINGS OF THE
GENERAL MEETING
14. The Annual General Meeting of the Company shall be held according to the provisions of Companies Act 2013.
DIRECTORS
15. The number of Director shall not be less than one.
16. Subject to the provisions of the Companies Act, 2013, the following shall be the First Directors of the Company who shall be non-rotational Directors till they voluntarily resign: - _______________________________________________.
(b) The remaining
Directors shall be appointed by the company in General Meeting and shall hold
office till they resign or are removed from office or are otherwise to be
deemed to have vacated their office by virtue of any provision of law or these
Articles, casual
vacancies being filled up in accordance with the provisions mutatis mutandis and subject to provision of companies Act, 2013
(c) The Company may, from time to time, in General Meeting increase or reduce the number of Directors within the limits laid down in Articles 16 and determine in what rotation such increased or reduced number shall go out of office.
18. The Directors shall not be required to hold any qualification shares in the Company.
19. (a) The Directors shall have power at any time and from
time to time, to appoint any other person to be an additional Director but the
total number of Directors shall not any time exceed the maximum limit fixed by
Articles 16 above. The Board of Directors shall also have the power to fill a
casual vacancy in the Board.
Any Director appointed as an additional Director or to fill a casual vacancy shall continue in office till the next annual general meeting held after such appointment but shall be eligible for appointment by the company as a Director at the meeting, subject to the provisions of the Act.
20. Subject to the provisions of the Companies Act, 2013 and rules framed thereunder. The Directors shall be entitled to the following:
(a) A sitting fee not exceeding Rs. ________ (_________________________) or Rs. ___________ (__________________________) for attending each meeting of the Board of Directors or subcommittee thereof respectively.
(b) Such travelling and other expenses for attending meeting of the Board or sub-committee or for other business of the company as the Directors may determine from time to time.
21. Subject to the provisions of the Companies Act, 2013 If
any Director, being willing, shall be called upon to perform extra service or
to make any special exertions in the going or residing away from the place of
his normal residence for any of the purposes of the company, the company may
remunerate the Director so doing either by a fixed sum or by a percentage on profits
or otherwise as may be determined by the Directors and such remuneration may be
either in addition to or in substitution for his remuneration above provided for the Directors.
22. The Board of Directors may appoint any alternate Director in accordance with the provisions of Section 161 of the Act.
23. Subject to the provisions of Companies Act 2013, no
Director shall be disqualified from his office by contracting with company
either as vendor, purchase or otherwise, nor shall any such contract or
arrangement entered into by or on behalf of the company in which any
Director shall be
concerned or interested be avoided, nor shall any Director so contracting or being
so concerned or interested be liable to account to the company for any profit
realized by any such contract or arrangement by reason of such Directors
holding that office or of the fiduciary relations thereby established, but the
nature of interest must be disclosed by him at the meeting of the Director at
which the contract or arrangement is determined if his interest then exists or
in any other case at the first meeting of the Directors after acquisition of
his interest, but these provisions shall not apply to any contract by or on
behalf of the company to give the Directors or any of them may suffer by reason
of becoming or being sureties for the company, A general notice that a Director
is a member of any specified firm or company and is to be regarded as
interested in any subsequent transaction with such firm or Company shall as
regards any such transaction be sufficient disclosure under this clause and
after such
general notice it shall not be necessary to give any special notice relating to any particular contract with such firm or Company.
POWERS OF THE
DIRECTORS
24. The business of the Company shall be managed by the
Board of Directors who may pay all such expenses preliminary or incidental to
the promotion, formation, establishment and registration of the Company, as
they think fit, and may exercise all such powers and do all such acts as may be
exercised or done by the Company and are not by statute or these Articles,
required to be exercised or done by the Company in general meeting but subject nevertheless
to any regulations in these Articles and to the provisions of any statue and to
any regulation not inconsistent with these Articles made by the Company in general meeting but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.
25. The Board of Directors may, from time to time, subject to provision of companies Act, 2013 and the Rules made there under and director issued by Reserve Bank of India raise or borrow any sums money for and on behalf of the company from the members or other persons, companies, banks, financial institutions, corporation or they may themselves advance money to the Company on such interest as may be approved by them.
26. The Board of Directors may, from time to time, secure the payment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or bonds of the Company or by mortgage or charge of all or any part of the property of the Company and of its uncalled capital for the time being.
PROCEEDINGS OF
DIRECTORS
27. The quorum necessary for the transaction of the business of the Directors in the company shall be at least one number whichever is higher, subject to provision of companies Act, 2013.
28. Subject to the provisions of Companies Act 2013 and
except a resolution which the Act specifically requires to be passed in a Board
Meeting, a resolution in writing approved by a majority of Directors shall be
as effective for all purposes as a resolution passed at a meeting of the
Directors duly called, held and constituted.
CHAIRMAN
29. The Board of Directors may, from time to time, appoint any Director to be the Chairman of the Board, for a fixed term or without any limitation as to the period for which he is to hold such office.
30. The Chairman of the Board of Director shall be subject to the same provisions as to resignation and removal as the other Directors and he shall ipso facto cases to be the Chairman if he ceases to hold the office of the Director for any cause.
MANAGING DIRECTOR
31. subject to provision of companies Act, 2013, the Board
may, from time to time, appoint any one or more Directors to be the Managing
Director(s) of the Company on such terms and conditions as the Board may think
fit and for a fixed terms or without any limitation as to the
period for which he is to hold such office, and may, from time to time, (subject to the provisions of any contract between him and the Company) remove or dismiss him from office and appoint another in his place.
32. A Managing Director shall (subject to the provisions of any contract between him and the Company) be subject to the same provisions as to resignation and removal as the other Directors and shall, ipso facto ceases to hold the office, of the Director for any cause.
33. A Managing Director shall, in addition to the remuneration payable to him as a Director of the company as sitting fee receive such remuneration as may be sanctioned by the Board, from time to time, and such remuneration as may be fixed by way of salary or commission or participation in net profit or by any or all these modes.
34. subject to provision of companies Act, 2013, the Board of Directors may, from time to time, entrust to and confer upon a Managing Director for the time being such of the powers as are exercisable under these Articles by the Board as it may think fit and may entrust or confer such powers for such periods and to be exercised for such object and purposes, and upon such terms and conditions and with such restrictions as it may think fit. The Board of Directors may, from time to time, revoke, withdraw, alter or vary all or any such powers.
INSPECTION OF
ACCOUNTS
35. (i) The Board of Directors shall cause proper books of accounts to be maintained as per the provision of companies Act, 2013.
(ii) The Board of Directors shall also, from time to time, determine whether and to what extent and at what times and places and under what conditions or regulations account books of the company or any of them, shall be open to the inspection of members not being directors.
(iii) No member not being a director shall have any right of inspecting any account book or document of the company except as conferred by the Act and other laws authorized by the Board or by the company in general meetings.
BALANCE SHEET AND
PROFIT AND LOSS ACCOUNT
36. Balance Sheet and Profit and Loss Account will be audited once in a year by a qualified auditor appointed for the purpose by the company for correctness as per provisions of the Act.
AUDIT
37. The first auditors of the company shall be appointed by the Board of Directors within one month of the incorporation of the Company who shall hold the office till the conclusion of first annual general meeting.
38. The Board of Directors may fill up any casual vacancy in the office of the Auditors.
39. The remuneration of the auditors shall be fixed by the company in the annual general meeting or in such manner as the Company in the Annual General Meeting may determine except that remuneration of the first or any Auditors appointed by the Directors may be fixed by the Directors.
THE SEAL
40. The company shall have a Common seal and the Directors shall provide for the safe custody thereof. The seal shall not be applied to any instrument except by the authority of a resolution of the Board of Directors and in the presence of at least one Director and such Directors shall sign every instruments to which the seal shall be affixed in his presence provided nevertheless that certificate of shares shall be signed in accordance with the Companies Rules, 2014.
SECRECY
41. Subject to the provisions of the Law of Land and the Act, no member or other person (not being a Director) shall be entitled to require the discovery of any information respecting the Company's business or any matter which is or be in the nature of trade secret or secret process relating to the conduct of the business of the company and which in the opinion of the Directors will be inexpedient in the interest of the Company to communicate, or examine the properties of the company without the permission of the Directors.
INDEMNITY
42. Subject to the provisions of Companies Act 2013, every officer, or agent for the time being of the company shall be indemnified out of the assets of the company against any Bonafide liability incurred by him in defend any Bonafide proceeding, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or in connection with any application.