THE COMPANIES ACT 2013 AS APPLICABLE

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF
RSR MANAGEMENT SERVICES PRIVATE LIMITED

PRELIMINARY
APPLICATION OF TABLE 'F'
1.

Subject to anything to the contrary hereinafter provided, the regulations contained

in Table 'F' in the first Schedule to the Companies Act, 2013 (hereinafter referred
to as "the Act") shall apply to the Company.
INTERPRETATION CLAUSE

2.

The marginal notes hereto are inserted for convenience and shall not affect the
construction hereof. In these Articles of Association (hereinafter referred to as
Articles), the following words and expressions shall have the following meanings
unless excluded by the subject or context:
a) The Company' or This Company' means RSR MANAGEMENT SERVICES
PRIVATE LIMITED.
b) "The Act" shall The Companies Act, 2013, and includes where the context so
admits, any re-enactment or statutory modification thereof, for the time being
in force.
c) "Articles" shall mean these Articles of Association as originally framed or, as
from time to time altered by Special Resolution.
d) "The Board" or the "Board of Directors" the collective body of the directors of
the Company.
e) Company" means a company incorporated under this Act or under any previous
company law.
f) Committee shall mean the committee of the Board of Directors of the
Company.
g) Chairman shall mean one of the Directors elected as chairman by and from
amongst the members of the Board.
h) "Directors" means a director appointed to the Board of a company;
i) In Writing and Written include printing, lithography and other modes of
representing or reproducing words in visible form.
j) Office means the registered office for the time being of the Company.
k) Register means the register of members to be kept pursuant to applicable
provisions of the Companies Act, 2013 as applicable.
l) Seal means the common seal for the time being of the Company.
m) Words importing the singular number include also the plural number and vice
versa, and words importing the masculine gender include also the feminine
gender and vice versa.
1

Unless the context of these definitions otherwise requires, words or expressions

contained in these Articles shall bear the same meaning as in the Act or any
statutory modification thereof in force on the date on which these Articles become
binding on the Company.
PRIVATE COMPANY
3.

The Company is a private company within the meaning of Section 2 (68) of the
Companies Act, 2013 having minimum paid up share capital of Rs. 100,000
(Rupees One Lakh only) or such higher paid-up share capital as may be prescribed,
and which by its articles,
(i) Restricts the right to transfer its shares;
(ii) Limits the number of its members to two hundred:
Provided that where two or more persons hold one or more shares in a company
jointly, they shall, for the purposes of this clause, be treated as a single member:
Provided further that
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the company
were members of the company while in that employment and have
continued to be members after the employment ceased, shall not be
included in the number of members; and
(iii) prohibits any invitation to the public to subscribe for any securities of the
company;
SHARE CAPITAL
DIVISION OF SHARE CAPITAL

4.

The authorized Share Capital of the Company shall be as stated in Clause No. 5TH of
the Memorandum of Association of the Company from time to time. The Company
shall have the power to increase the said capital and, subject to these Articles of
the Company for the time being, to issue any Shares of the original or any new
Share Capital with any preferential rights, privileges, conditions or advantages over
or as compared with any Shares previously issued or thereafter issued, whether in
respect of Dividends or payment of capital or both, and whether with any special
rights of voting or without any right of voting and generally on such terms as the
Company may from time to time by Special Resolution so determine.
POWER TO INCREASE SHARE CAPITAL

5.

The Company in a General Meeting may, from time to time, increase the Share
Capital by the creation of new Shares of one or more classes out of such amount as
may be deemed expedient. Subject to any special rights or privileges for the time
being attached to any Shares in the Share Capital of the Company then issued, the
new Shares (whether forming part of the original or any increased Share Capital of
the Company) may be issued upon such terms and conditions, and with such rights
and privileges attached thereto as the General Meeting resolving upon the creation
thereof, shall direct, and if no direction be given, as the Board shall determine, and
in particular such Shares may be issued with a preferential or qualified right in the
distributions of Dividends and assets of the Company.

REDUCTION OF SHARE CAPITAL

6.

Subject to the provisions of the Act, the Company may, in General Meeting from
time to time, reduce its Share Capital in any manner with and subject to the
authorisation and consent required by law.
POWER TO BUY BACK ITS OWN SECURITIES

7.

The Company shall have the power to buy back its own Shares or other specified
securities subject to the limit and upon such terms and conditions and subject to
such approvals as enumerated under Sections 68 to 70 of the Act and all other
applicable provisions, rules, regulations and laws and any amendment,
modification, re-enactment made to them thereof.
ISSUE OF BONUS SHARES

8.

Subject to the provisions to section 63 of the Act, the Company in general meeting
upon the recommendation of the Board, resolve
(a) that it is desirable to capitalise any part of the amount for the time being
standing to the credit of any of the companys reserve accounts, or to the credit
of the profit and loss account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in
clause (ii) amongst the members who would have been entitled thereto, if
distributed by way of dividend and in the same proportions

9.

The sum aforesaid shall not be paid in cash but shall be applied,
(a) paying up any amounts for the time being unpaid on any shares held by such
members respectively;
(b) paying up in full, unissued shares of the company to be allotted and distributed,
credited as fully paid-up, to and amongst such members in the proportions
aforesaid;
(c) partly in the way specified in sub-clause (a) and partly in that specified in subclause (b);
(d) A securities premium account and a capital redemption reserve account may,
for the purposes of this regulation, be applied in the paying up of unissued
shares to be issued to members of the company as fully paid bonus shares
ALLOTMENT OF SHARES

10.

Subject to the compliance of section 42 and /or section 62 of the Companies Act,
2013 and provisions of these Articles, the Shares shall be under the control of the
Board who may allot or otherwise dispose of the same to such Persons, on such
terms and conditions, at such times, either at par or at a premium, for such
consideration as the Board thinks fit.

11.

Except as required by law, no Person shall be recognised by the Company as

holding any share upon any trust, and the Company shall not be bound by or be
compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any Share or unit of a Share or
3

(except only under these Articles or by law otherwise so provided) any other rights
in respect of any Share except an absolute right to the entirety thereof in the
registered holder.
12.

Every Person whose name is entered as a Member in the Register of Members shall
be entitled to receive a certificate under the Seal of the Company in accordance
with the Act but in respect of Shares held jointly by several Persons the Company
shall not be bound to issue more than one certificate, and delivery of such
certificate for the subject Share(s) to one of several joint holders shall be sufficient
delivery to all such holders.
REDEEMABLE PREFERENCE SHARES

13.

The Company shall have power to issue preference shares carrying a right to
redemption out of profits which would otherwise available for dividend or out of
proceeds of fresh issue of shares made for the purpose of such redemption, or
liable to be redeemed at the option of the company and the Board may subject to
the provisions of section 55 of the Act, exercise such power in such manner as it
thinks fits.
DEMATERIALIZATION

14.

Notwithstanding anything contained in these Articles, the Company shall be entitled

to dematerialize its Shares and to its offer Shares in a dematerialized form
pursuant to the Depositories Act, 1996.

15.

Notwithstanding anything contained in these Articles, and subject to the provisions

of law for the time being in force, the Company shall on a request made by a
beneficial owner, re-materialize the Shares, which are in dematerialized form.

16.

Every Person subscribing to the Shares offered by the Company shall have the
option to receive Share certificates or to hold the Shares with a depository. Such a
Person who is the beneficial owner of such Shares can at any time opt out of a
depository, if permitted by the law, in respect of any Shares in the manner
provided by the Depositories Act, 1996 and the Company shall in the manner and
within the time prescribed, issue to the beneficial owner the required Share
certificate. If a Person opts to hold his Shares with a depository, the Company shall
intimate to such depository the details of allotment of the Share, and upon receipt
of the information, the depository shall enter in its record the name of the allottee
as the beneficial owner of the Share.

17.

All Shares held by a depository shall be dematerialized and shall be in a fungible

form.

18.
a)

b)

Notwithstanding anything to the contrary contained in the

Articles, a depository shall be deemed to be the registered
purposes of effecting transfer of ownership of Shares on
beneficial owners.
Save as otherwise provided in (a) above, the depository as
4

Act or these
owner for the
behalf of the
the registered

owner of the Shares shall not have any voting rights or any other rights in
respect of Shares held by it.
c)

Every Person holding Shares of the Company and whose name is entered as
the beneficial owner in the records of the depository shall be deemed to be
the owner of such Shares of the Company and shall further be deemed to be a
Member of the Company. The beneficial owner of the Shares shall be entitled
to all the liabilities in respect of his Shares, which are held by a depository.

19.

Notwithstanding anything in the Act or these Articles to the contrary, where Shares
are held in a depository, the records of the beneficial ownership may be served by
such depository on the Company by means of electronic mode or by delivery of
floppies or disks or any other mode as prescribed by law from time to time.

20.

Nothing contained in Section 56 of the Act or these Articles shall apply to a transfer
of securities effected by a transferor and transferee both of whom are entered as
beneficial owners in the records of a depository.

21.

Notwithstanding anything in the Act or these Articles, where securities are dealt
with by a depository, the Company shall intimate the details thereof the depository
immediately upon allotment of such securities.

22.

Nothing contained in the Act or these Articles regarding the necessity to have
distinctive numbers for securities issued by the Company shall apply to securities
held with a depository.
LIEN ON SHARES

23.

The Company shall have a first and paramount lien on every Share (not being a
fully paid Share) for all money (whether presently payable or not) called or payable
at a fixed time in respect of that Share, and the Company shall also have a first
and paramount lien on all Shares (other than fully paid Shares) registered in the
name of a single Person for all money presently payable by him or his estate to the
Company; but the Directors may at any time declare any Share to be wholly or in
part exempt from the provisions of this Article. The Companys lien, if any, on a
Share shall extend to all Dividends payable thereon.

24.

The Company may sell, in such manner as the Directors think fit, any Shares on
which the Company has a lien, but no sale shall be made unless a sum in respect of
which a lien exists is presently payable, nor until the expiration of fourteen days
after a notice in Writing, stating and demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has been given
to the registered holder for the time being of the Share, or the Person entitled
thereto by reason of his death or bankruptcy.

25.

To give effect to any such sale the Directors may authorise some Person to transfer
the Shares sold to the purchaser thereof. The purchaser shall be registered as the
holder of the Shares comprised in any such transfer, and he 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.
5

26.

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, and 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

27.

The Directors may from time to time make calls upon the Members in respect of
any money 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 made
payable at fixed times, and each Member shall (subject to receiving at least 14
(fourteen) days notice specifying the time or times and place of payment) pay to
the Company at the time or times and place so specified the amount called on his
Shares. A call may be revoked or postponed as the Directors may determine.

28.

A call shall be deemed to have been made at the time when the resolution of the
Board of Directors authorising the call was passed and may be required to be paid
by installments. The joint holders of a Share shall be jointly and severally liable to
pay all calls in respect thereof.

29.

If a sum called in respect of a Share is not paid before or on the day appointed for
payment thereof, the Person from whom the sum is due shall pay interest on the
sum from the day appointed for payment thereof to the time of actual payment at
such rate as the Directors may determine, but the Directors shall be at liberty to
waive payment of that interest wholly or in part.

30.

Any sum which by the terms of issue of a Share becomes payable on allotment or
at any fixed date, whether on account of the nominal value of the Share or by way
of premium, shall for the purpose of these Articles be deemed to be a call duly
made and payable on the date on which, by the terms of issue, the same becomes
payable, and in case of non payment all the relevant provisions of these Articles as
to payment of interest and expenses, forfeiture or otherwise shall apply as if the
sum had become payable by virtue of a call duly made and notified.

31.

The Directors may, on the issue of Shares, differentiate between the holders as to
the amount of calls to be paid and the times of such payments.

32.

The Directors may, if they think fit, receive from any Member willing to advance the
same, all or any part of the money uncalled and unpaid upon any Shares held by
him, and upon all or any part of the money so advanced may (until the same
would, but for the advance, become payable) pay interest at such rate (unless the
Company in General Meeting shall otherwise direct) as may be agreed upon
between the Directors and the Member.
FORFEITURE

33.

If a Member fails to pay any call or instalment of a call on the day appointed for
payment thereof, the Directors may, at any time thereafter during such time as any
6

part of the call or instalment remains unpaid serve a notice on him requiring
payment of so much of the call or instalment as is unpaid together with any
interest which may have accrued.
34.

The notice shall name a further day (not earlier than the expiration of fourteen
days from the date of service of the notice) on or before which the payment
required by the notice is to be made and shall state that in the event of nonpayment at or before the time appointed, the Shares in respect of which the call
was made, will be liable to be forfeited.

35.

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 of Directors to that effect. Such forfeiture shall include all
Dividends declared in respect of the forfeited Shares and not actually paid before
the forfeiture.

36.

A forfeited Share may be sold or otherwise disposed of on such terms and in such
manner as the Directors think fit, and at any time before a sale or disposition the
forfeiture may be cancelled on such terms as the Directors think fit.

37.

A Person whose Shares have been forfeited shall cease to be a Member in respect
of the forfeited Shares, but shall notwithstanding, remain liable to pay to the
Company all sums of money which, on the date of forfeiture, were payable by him
to the Company in respect of such Shares (together with interest at the rate of 8%
(eight percent) per annum from the date of forfeiture on the sum of money for the
time being unpaid if the Directors think fit to enforce payment of such interest), but
his liability shall cease if and when the Company receives payment in full of all such
sums of money in respect of the subject Shares.

38.

A statutory declaration stating that the declarant is a Director or the Secretary of

the Company, and that a Share in the Company had been duly forfeited on a date
stated in the declaration shall be conclusive evidence of the fact therein stated as
against all Persons claiming to be entitled to the Share.

39.

The Company may receive the consideration, if any, given for a forfeited Share on
any sale or disposition thereof and may execute a transfer of the Share in favour of
the Person to whom the Share is sold or disposed of and he shall thereupon be
registered as the holder of the Share, and shall not be bound to see the application
of the purchase money, if any, nor shall his title to the Share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture sale, or
disposal of the Share.

40.

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

TRANSFER AND TRANSMISSION OF SHARES

PROCEDURE FOR REGISTRATION OF TRANSFER
41.

Subject to the provisions of the Act and these Articles, 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 by or on behalf of the transferee shall have been
delivered to the Company together with the certificate or, if no such certificate be
in existence, the Letter of Allotment of such Shares. Such instrument of transfer
shall specify the name, address and occupation (if any) both of the transferor and
of the transferee, and the transferor shall be deemed to remain the Member in
respect of such Shares until the name of the transferee shall have been entered in
the Register of Members in respect thereof. Each signature to such transfer shall be
duly attested by the signature of one credible witness who shall add thereto his
address and occupation.

42.

Every instrument of transfer of Shares shall be in the prescribed form and in

accordance with Section 56(1) of the Companies Act 2013.

43.

Subject to these Articles, the Directors may, in their absolute and uncontrolled
discretion, refuse to register the transfer of or the transmission by the operation of
law of, the right to any Shares and the notice of refusal to the transferor and the
transferee shall be given within thirty days giving reasons for such refusal.

44.

The registration of transfers may be suspended at such times and for such periods
as the Directors may from time to time determine not exceeding in the whole thirty
days in any year.
TRANSMISSION OF SHARES

45.

In the event of the death of a Member, the survivor or survivors where the
deceased was a joint holder or the legal personal representatives of the deceased
where he was a sole holder shall be the only Person recognized by the Company as
having any title to his interest in the Shares held by him; but nothing herein
contained shall release the estate of a deceased joint holder from any liability in
respect of any Share which had been jointly held by him with other Persons.

46.

Any Person becoming entitled to a Share of the Company in consequence of the

death or the bankruptcy of a Member may, upon such evidence being produced as
may from time to time properly be required by the Directors and subject as
hereinafter provided, elect either to be registered himself as holder of such Share
or to have some other Person nominated by him registered as the transferee
thereof, but the Directors shall, in either case, have the same right to decline or
suspend registration as they would have had in the case of transfer of the Share by
the original Member before his death or bankruptcy.

47.

If the Person so becoming entitled elects to be registered himself, he shall deliver

or send to the Company a notice in Writing signed by him stating that he so elects.
If he elects to have another Person registered he shall testify his election by
executing to that Person a transfer of such Share. All the limitations, restrictions
8

and provisions of these Articles relating to the rights to transfer and the registration
of such transfers shall be applicable to any such notice or transfer as aforesaid as if
the death or bankruptcy of the original Member had not occurred and the notice or
transfer were a transfer signed by the original Member.
48.

Where the registered holder of any Share dies or becomes bankrupt his personal
representative or the assignee of his estate, as the case may be, shall upon the
production of such evidence as may from time to time be properly required by the
Directors in that regard, be entitled to the same Dividends and other advantages
and to the same rights (whether in relation to meetings of the Company, or to
voting, or otherwise), as the registered holder would have been entitled to if he had
not died or become bankrupt; and where two or more Persons are jointly entitled to
any Share in consequence of the death or bankruptcy of the registered holder they
shall, for the purposes of these Articles, be deemed to be joint holders of the share.
GENERAL MEETINGS

49.

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

50.

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

51.

A general meeting of a company may be called by giving not less than clear Seven
days notice either in writing or through electronic mode or any other mode as may
be allowed by the Act for the time being in force.

52.

A general meeting may be called after giving a shorter notice if consent is given in
writing or by electronic mode by not less than ninety-five per cent of the members
entitled to vote at such meeting.

53.

Every notice of a meeting shall specify the place, date, day and the hour of the
meeting and shall contain a statement of the business to be transacted at such
meeting.
PROCEEDINGS AT GENERAL MEETINGS

54.

(i) No business shall be transacted at any general meeting unless a quorum of

members is present at the time when the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall
be as provided in section 103.

55.

The chairperson, if any, of the Board shall preside as Chairperson at every general
meeting of the company.
9

56.

If there is no such Chairperson, or if he is not present within fifteen minutes after

the time appointed for holding the meeting, or is unwilling to act as chairperson of
the meeting, the directors present shall elect one of their members to be
Chairperson of the meeting.

57.

If at any meeting no director is willing to act as Chairperson or if no director is

present within fifteen minutes after the time appointed for holding the meeting, the
members present shall choose one of their members to be Chairperson of the
meeting
ADJOURNMENT OF MEETING

58.

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

59.

As per section 107 of the Act, the voting in the meeting can be held in either
manner that is on a show of hands, every member present in person shall have one
vote and on a poll, the voting rights of members shall be in proportion to his share
in the paid-up equity share capital of the company.

60.

In the case of joint holders, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders. For this purpose, seniority shall be determined by the order in which
the names stand in the register of members.

61.

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, voter by proxy.

62.

Any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll.

63.

No Member shall be entitled to vote at any General Meeting unless all calls or other
sums presently payable by him in respect of Shares in the Company have been
paid.

64.

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 purpose. Any such
10

objection made in due time shall be referred to the chairperson of the meeting,
whose decision shall be final and conclusive.
PROXY
65.

The instrument appointing a Proxy and the power of attorney or other authority, if
any, under which it is signed or a notarized copy of the same, shall be deposited at
the Office of the Company, or at such other place as is specified for that purpose in
the notice convening the meeting, not less than forty-eight 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 twenty four
hours before the time appointed for the taking of the poll and in default the
instrument of Proxy shall not be treated as valid.

66.

A vote given in accordance with the terms of an instrument of Proxy shall be valid
notwithstanding the previous death or unsoundness of mind of the principal or
revocation of the instrument or of the authority under which the instrument was
executed, or the transfer of the Share in respect of which the instrument is given, if
no intimation in Writing of such death, unsoundness of mind, revocation or transfer
as aforesaid has been received by the Company at the Office before the
commencement of meeting or adjourned meeting at which the instrument is used.
DIRECTORS AND THEIR MEETINGS
GENERAL POWER OF COMPANY TO VEST IN DIRECTORS

67.

Subject to the provisions of the Act and these Articles, the control of the Company
shall vest in the Board of Directors who may exercise all powers of the Company,
subject nevertheless to such regulations or directions not inconsistent with the
aforesaid provisions as may be prescribed by the Company in a General Meeting,
but no such regulation or direction shall invalidate any prior act of the Directors if
otherwise valid.

68.

A Director shall not be required to hold any Shares in the Company as his
qualification.

69.

The following shall be the First Directors of the Company:

A) Rajesh Ropalekar; S/O. Baburao Shankarrao Ropalekar.
B) Rohit Bholashankar Pardeshi; S/O. Bholashankar Sahebdin Pardeshi.
C) Surendra Khatavkar; S/O. Dashrath Bapurao Khatavkar.
D) Shubham Dinesh Kothawade; S/O. Dinesh Raghunath Kothawade.

70.

The Directors shall not be liable to retire by rotation.

71.

The number of Directors shall not be less than 2 (Two) and not more than 15
(Fifteen)
POWER TO APPOINT ALTERNATE DIRECTOR

72.

Subject to the provisions of section 161(2) of the Act, 2013, the Board of Directors
11

shall appoint an Alternate Director to act for a Director during his absence for a
period of not less than three Months from India.
POWER TO APPOINT ADDITIONAL DIRECTORS
73.

Subject to the provisions of section 149 and 161(1) of the Act, 2013, the Board of
Directors of the Company shall have power to appoint additional directors and such
additional directors shall hold office only up to the date of the next Annual General
Meeting of the Company.
COMMITTEES

74.

Subject to the provisions of the Act the Directors may delegate any of their powers
to Committees consisting of such member or members of their body as they think
fit; any Committee so formed shall in the exercise of the powers so delegated,
conform to any regulations that may be imposed on it by the Directors.

75.

A Committee may elect a chairman of its meetings; if no such chairman is elected

or if at any meeting the chairman is not present within ten minutes after the time
appointed for holding the meeting the members present may choose one of their
members to be the chairman of the meeting.

76.

A Committee may meet and adjourn as it thinks proper. Questions arising at any
meeting shall be determined by a majority of votes of the members present and in
the case of an equality of votes, the chairman shall have a second or casting vote.

77.

All acts done by any meeting of a Committee or by any Person acting as a member
shall, notwithstanding that it is afterwards discovered that there was some defect
in the appointment of any such member or Person acting as aforesaid or that they
or any of them were disqualified, would be valid as if every such member or Person
had been duly appointed and was qualified to be a member.
MEETINGS OF THE BOARD

78.

Every company shall hold the first meeting of the Board of Directors within thirty
days of the date of its incorporation and thereafter hold a minimum number of four
meetings of its Board of Directors every year in such a manner that not more than
one hundred and twenty days shall intervene between two consecutive meetings of
the Board.

79.

The Directors of the Company can participate in a Board meeting / committee of

directors through electronic mode under the provisions of the Companies Act, 2013
subject to following conditions:
a)
The notice of Board meeting must inform the directors regarding availability of
participation through video conference, and to provide necessary information
to enable directors to access the available facility of video conferencing.
b)
The notice of the meeting shall also seek confirmation from the director as to
whether he will attend the meeting physically or through electronic mode and
shall also contain the contact numbers/ email addresses of the secretary or
designated officer to whom the director shall confirm in this regard.
12

c)

d)

e)

f)

g)

80.

In the absence of any confirmation from the director, it is presumed that he

will physically attend the meeting.
At the start of the scheduled meeting through electronic mode, a roll call shall
be made by the Chairman/ Secretary. Every Director and authorized
participant shall state, for the record, the following:
i) Full name;
ii) Location;
iii) Received the agenda and relevant material for the meeting;
iv) That he can completely see and communicate with each of other
participants;
v) And will ensure that no one other than the concerned director or
authorized participant is attending the meeting through electronic mode
Thereafter the Chairman/ Secretary shall confirm the participation of the
directors in the meeting who are not physically present. After the roll call, the
Chairman/ Secretary may certify the existence of the quorum. A roll call
should also be made at the conclusion of the meeting or at re-commencement
of the meeting after every break to ensure presence of quorum throughout
the meeting.
All acts done by any meeting of the Board or committee thereof or any person
acting as Director shall, notwithstanding that it may afterwards be 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 one of them
were disqualified be as valid as if every such Director or such other person
has been duly appointed and was qualified to be Director.
Save as otherwise expressly provided in the Act, a resolution in writing signed
by all the members of the Board or a committee thereof for the time being
entitled to receive notice of the meeting of the Board of Directors or
committee thereof, shall be as valid as if it had been passed at a meeting of
the Board of Director and / or committee thereof.
Video recording of that part of the meeting shall be preserved by the company
for one year from the conclusion of that meeting.

The quorum necessary for the transaction of the business of the Board of Directors
shall be one-third of the total number of Directors of the Company (any fraction
contained in that one-third being rounded off as one) or two Directors, whichever
number is higher. A director participating in a board meeting through use of
electronic mode shall be counted as a quorum
NOTICE AND AGENDA OF THE MEETINGS

81.

7 (Seven) days' notice of every meeting of the Board of Directors shall be given in
Writing to every Director, whether absentee or Alternate Director, at his address
registered with the company and such notice shall be sent by hand delivery or by
post or by electronic means.

82.

Every notice convening a meeting of the Board shall set out the agenda of the
business to be transacted at such meeting in full and sufficient detail. The Board
shall not, without the consent of all the Directors present at the meeting, consider
any item of business, which has not been stated, in full and sufficient detail in the
notice convening the meeting.
13

MANAGING DIRECTOR
83.

Subject to the provisions of section 196, 197 and schedule V of the Act, the
Directors may from time to time appoint one or more of their body to the office of
Managing Director for such period and on such terms as they think fit and subject
to the terms of any agreement entered into in any particular case may revoke any
such appointment. A Director so appointed shall not, while holding that office, be
subject to retirement by rotation or be taken into account in determining the
rotation of retirement of Directors, but his appointment shall be automatically
determined if he ceases from any cause to be a Director.

84.

The Managing Director shall, subject to the terms of any agreement entered into in
any particular case, receive such remuneration (whether by way of salary or,
commission, or participation in profits, or partly in one way and partly in another)
as the Directors may determine.

85.

The Directors may entrust to and confer upon a Managing Director any of the
powers exercisable by them upon such terms and conditions and with such
restrictions as they may think fit and either collaterally with or to the exclusion of
their own powers, and may from time to time revoke, withdraw, alter or vary all or
any of those powers.
CHAIRMAN OF THE BOARD

86.

The Directors may elect a Chairman of the Board for such period as the Directors
may determine. The Chairman of the Board shall preside over and act as chairman
at all meetings of the Board. If there is no such chairman, or if at any meeting such
chairman is not present within fifteen minutes after the time appointed for holding
the meeting, or if he is not willing to act as the Chairman of the Board, the
Directors present shall choose one among them to act as Chairman of the Board for
that meeting.
DECISIONS OF BOARD OF DIRECTORS

87.

Questions arising at any meeting shall be decided by a majority of votes and in

case of an equality of votes the Chairman of the Board shall have a casting vote.
CIRCULAR RESOLUTIONS

88.

A circular resolution shall be as valid and effectual as a resolution duly passed at a

meeting of the Board of Directors called and held in accordance with the provisions
of the Act 2013 and the Articles, provided it has been circulated in draft form,
together with the relevant papers, if any, to all the Directors (including the
Alternate Directors) and has been approved by all the Directors entitled to vote
thereon.
SERVICE OF DOCUMENTS

89.

A document (which expression for this purpose shall be deemed to include any
summons, notice, requisition, process, order, judgment or any other document in
14

relation to or in the winding up of the Company) may be served or sent by the

Company on or to any Member by post or by registered post or by speed post or by
courier or by delivering at his office or address, or by such electronic mode or other
mode as may be prescribed.
90.

All notices shall, with respect to any Shares to which Persons are entitled jointly, be
given to whichever of such Persons is named first in the Register of Members and
notices so given shall be sufficient notice to all the holders of such Shares.

91.

Where a Member has intimated to the Company in advance that documents should
be sent to him under a certificate of posting or by registered post with or without
acknowledgment due and has deposited with the Company a sum sufficient to
defray the expenses for doing so, service of the documents shall not be deemed to
be effected unless it is sent in the manner intimated by the Member; and such
service shall be deemed to have been effected:
a)
in the case of a notice of a General Meeting, at the expiration of forty eight
hours after the letter containing the notice is posted; and
b)
in any other case, at the time at which the letter would be delivered in the
ordinary course of post.
CUSTODY AND USE OF SEAL

92.

The Company shall have a Seal and the Board shall provide for the safe custody
thereof. An official seal which shall be a facsimile of the Seal may be prepared and
used in any territory, district or place not situate in India.

93.

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 authorized by it in that
behalf and except in the presence of at least one Director as the Board may appoint
for the purpose, and such Director shall sign every instrument to which the Seal of
the Company is so affixed in his presence.
ACCOUNTS AND AUDITORS

94.

The Board shall cause proper books of account to be maintained under Section 128
of the Act.

95.

The Board 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.

96.

No Member (not being a Director) shall have any right of inspecting any account
books or documents of the Company except as conferred by the Act or any other
law or as authorized by the Board or by the Company in General Meetings.
DIVIDENDS AND RESERVES
97. The Company in General Meeting may declare Dividends, but no Dividend shall
exceed the amount recommended by the Board of Directors. Subject to the
15

provisions of section 123 of the Act, 2013, the Board of Directors may from time to
time pay to the Members such interim Dividends as appear to it to be justified by
the profits of the Company. No Dividend shall be paid otherwise than out of profits
or shall bear interest against the Company.
98.

The Board of 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 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 in the Company) as the Board may, from
time to time, think fit. The Board may also carry forward any profits, which it may
think prudent not to divide without setting them aside as a reserve.

99.

Subject to the rights of Persons, if any, entitled to Shares with special rights as to
Dividends, all such Dividends shall be declared and paid according to the amounts
paid or credited as paid on the Shares in respect of which the Dividend is paid, but
no amount paid or credited as paid on a Share in advance of calls shall be treated
for the purposes of these Articles as paid on the Share. All Dividends shall be
apportioned and paid proportionately to the amounts paid or credited as paid on
the Shares during any portion or portions of the period in respect of which the
Dividend is paid; but if any Share is issued on terms providing that it shall rank for
Dividend as from a particular date, that Share shall rank for Dividend accordingly.

100.

The Directors may deduct from any Dividend payable to any Member all sums of
money, if any, presently payable by the Member, to the Company on account of
calls or otherwise in relation to the Shares of the Company.

101.

Any General Meeting declaring a Dividend or bonus may direct payment of such
Dividend or bonus wholly or partly by the distribution of specific assets and in
particular of paid-up Shares, debentures or debenture stock of any other company
or in any one or more of such ways and the Directors shall give effect to such
resolution and where any difficulty arises in regard to such distribution, the
Directors may settle the same as they think expedient and fix the value for
distribution of such specific assets or any part thereof and may determine that cash
payments shall be made to any Member upon the footing of the value so fixed in
order to adjust the rights of all parties, and may vest any such specific assets in
trustees as may seem expedient to the Directors.

102.

Any Dividend, interest or other money payable in cash in respect of Shares may be
paid by cheque or warrant sent through the post directed to the registered address
of the holder, or in the case of joint holders, to the registered address of that one
of such joint holders who is first named on the Register of Members or to such
Persons and to such address as the holder or joint holders may in Writing direct.
Every such cheque or warrant shall be made payable to the order of the Person to
whom it is sent. Any one of two or more joint holders may give effectual receipts
for any Dividends, bonuses, or other money payable in respect of the Shares held
by them as joint holders.
16

WINDING UP
103.

In the event the Company is wound up, the liquidator may with the sanction of a
Special Resolution of the Company divide amongst the Members in kind, the whole
or any part of the assets of the Company (whether they consist of property of the
same kind or not) and may for that purpose set such values as he deems fair upon
the 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. The
liquidator may, with the like sanction, vest the whole or any part of any such assets
in trustees upon such trusts for the benefit of the contributories as the liquidator,
with the like sanction, thinks fit but so that no Member shall be compelled to accept
any Shares or other securities whereon there is any liability.
INDEMNIFICATION

104.

The Company may, in its discretion and to the fullest extent permitted under
applicable law, rule or regulation, indemnify any Director or officer or Secretary of
the Company or any Person employed by the Company or auditor against any
liability incurred by him by reason of any contract entered into or act or thing done
by him as an officer, Director or Secretary or in any way in the discharge of his
duties, or in defending any bona fide proceedings, whether civil or criminal, in
which judgment is given in his favour or in which he is acquitted or discharged or in
connection with any application under Section 633 of the Act in which relief is
granted to him by the Court. Such indemnity shall immediately attach as a lien on
the property of the Company and have priority as between the Members over all
other claims.
SECRECY

105.

Every Director, manager, trustee, member of a Committee of the Board, officer,

servant, agent, accountant or other Person employed in the business of the
Company shall, if so required by the Directors before entering upon his duties, sign
a declaration pledging himself to observe strict secrecy in respect of all transactions
of the Company with the customers and the state of the accounts with individuals
in matters relating thereto and shall by such declaration pledge himself not to
reveal any of the matters which come to his knowledge in the discharge of his
duties except when required to do so by the Directors or by a court of law except
so far as may be necessary in order to comply with any of the provisions in these
Articles.

17

We, the several persons whose names, addresses, descriptions are hereunder subscribed
are desirous of formed into a Company in accordance with and pursuance of these
Articles of Association:

Names, Address, Descriptions and

Occupations of Subscribers

Photo

Signature, Names, Address,

Descriptions and Occupations
of Witnesses

1. Signature
Rajesh Ropalekar
S/O. Baburao Shankarrao Ropalekar.

Witness Statement:

2. Signature

I witness to subscribers, who

have subscribed and signed in my
presence on 08th day of October,
2014 at Pune; further I have
verified their Identity Details (ID)
for
their
identification
and
satisfied
myself
of
their
identification particulars as filled
in.

Rohit Bholashankar Pardeshi

S/O. Bholashankar Pardeshi Sahebdin

Signature

Address: Jijai Niwas, Nda Road, Behind

More Petrol Pump, Shivne, Pune
411023.
Occupation: Business

Name:
Chandak

Address: Flat No 6, Arpita Classic, S

No. 37/6/4, Ramnagar, Warje Malwadi, Pune 411052.

Govind

S/o.
Madhusudan
Chandak

Occupation: Business.

Madhusudan
Dashrathlal

Address: Off. No. 108, 1st Floor,

Kakde Plaza, Karvenagar, Pune
52.

3. Signature
Surendra Khatavkar
S/O. Dashrath Bapurao Khatavkar

Occupation:
Accountant.

Address: Flat No A-904, Kakade City,

S.No 16/18/19/5, Hingane, Karve
Nagar, Pune 411052.

Chartered

Membership No. 145527.

Occupation: Business.

Date: 08.10.2014
Place: Pune

18