Form No.

INC-13

THE COMPANIES ACT, 2013

U/S. 8 OF THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

AND

HAVING SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF

SPPU EDUTECH FOUNDATION

1st. The name of the company is “SPPU EDUTECH FOUNDATION”.

2nd. The Registered Office of the Company will be situated in the State of Maharashtra i.e. within the
jurisdiction of Registrar of Companies, Maharashtra at Pune.

3rd. The objects for which the company is established are:

(A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANYON ITS

INCORPORATION:

1. To carry out activities for promotion of education, technology and research vide envision
and foresee technology requirements of the Education Sector; assist in Research and
design, develop, deliver & Incubate educational technology products, and provide
platforms to facilitate the better delivery & quality of education leading to
transformative reforms, provide Training and mentoring support , Online Teaching &
Learning Resources for Education Sector, create a pool of Education Technology
professionals through innovative and quality training initiatives, Participate directly and

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 indirectly in development of standards and best practices, Evaluate and recommend
various technology products to the Education Sector, managed and unmanaged
technology man power, Data Analytics, Artificial Intelligence, Machine Learning extend
the technology-based platforms and products leading to social good.

(B). MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE
3(A):

1. To carry out the activities of Software Development, IT Infrastructure, Information

Security, System Integration, IT Infrastructure Management, Application Management,
Data Center Network Computer Hardware and IT infrastructure Hosting, Data
Processing, Data Analytics, Artificial Intelligence, Machine Learning, Services & Product
evaluation rating & certification, Standard & best practice development & certification,
Training & Educational Content & Platform Development, Training and Education,
Various platform services for educational and governance delivery models, Managed
and unmanaged technology man power staffing, Developing Education Technology
professionals through training and incubation programs, And all Extend the technology-
based platforms, products, services & expertise to government, public sector & private
organizations and activities leading to the social good and leadership to entrepreneurs
for their educational technology development and engage in other capacity building
activities for the development of research based educational technology
entrepreneurial ecosystem in India and to provide and promote synergies among
interested/relevant academic community and entrepreneurs, industrial
establishments, start-up companies, resource providers, research and development
institutes, educational and service institutions, individual/s or incubation or innovator
groups to function in partnership and/or collaborative mode to attain the main objects
of the Company.

2. To promote education and research, knowledge of technologies, processes,

opportunities among others conduct seminars, road-shows, lectures, events, festivals,
conclaves, congregations by organising, arranging concerts, musical entertainment
programmes, shops displays, or by inviting technocrats, entrepreneurs, business
leaders, industrialists, scientists writers, speakers and eminent social personalities,
purchase or sell copyrights, and other Intellectual Property Assets, rights, cause
publication, sale and distribution of books, pamphlets, articles, magazines and to give
prizes and awards.

3. To develop and make available and co-ordinate with in-house resources, expertise and
experience in various aspects of technology and innovation management, new product
introduction, technology road mapping, product development strategy, techno
commercial feasibility analysis, market entry strategy, competitive assessments,

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 technology marketing and licensing, assessment of intellectual property, prior-art
searching, assessment of freedom to practice, strategic management of intellectual
property and other such areas that could potentially benefit Savitribai Phule Pune
University (Herein after referred as university), educational and allied technology
developers and ecosystem companies promoting a business idea, academic and
research institutions in developing marketable products while also supporting, in an
advisory role, public policy and planning at a regional and national level in matters
relating to interest of the company.

4. To establish, and / or manage laboratories, common facility centres, prototype

development centres, pilot plant production facilities, applied research centres,
software development facilities, training and human resource development centres
and other allied subjects to propagate new scientific and technological development
organizations, and innovation from idea stage to full scale commercial production or
any part of this chain to assist, co-operate or collaborate with any establishment,
laboratory centre, organization or institution in India or elsewhere.

5. To provide the necessary infrastructure to conduct market research survey, develop

prototypes, and set up and operate plants leading to completion of innovative cycle of
products and processes developed by innovators and entrepreneurs in the Company or
elsewhere.

6. To set up, manage and operate testing, analysis and standardization facilities for the
benefit of education and allied sectors.. Participate directly and indirectly in
development of standards and best practices. Evaluate and recommend various
technology products & services to the Education Sector. Product evaluation, rating and
certification services for the educational and allied technology products, services and
solutions.

7. To engage in research, communications, knowledge dissemination, advocacy and

other forms of thought leadership including collaborations with likeminded
individuals and organizations for undertaking such activities, including through
building industry and regulatory linkages, facilitating commercialization of research
and technologies and conducting educational programs, fellowships and training
programs.

8. To provide and engage in such activities to make the educational and allied
technology initiatives scalable and self-sustainable, including through raising

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 appropriate forms of capital and financial assistance in compliance with
applicable laws and providing and creating new resources through building a
community of advisors and well-wishers as well as undertaking projects in India
and abroad.

9. To provide small research entrepreneurial services, mentoring services to aspiring

teams of innovators and needy and aspiring entrepreneurs in India and abroad and to
develop and upgrade the product/process technologies specifically requested for by
educational allied sector and other user organizations so as to make such
product/process technology commercially viable.

10. To act as an institution drawing upon the intellectual and infrastructural resources of
the University through the Company as a primary resource, supplemented by expertise
and facilities of other institutes of science and technology, educational institutions
research and development organizations, consulting engineers, marketing and
management experts and harness them for the service of industry and other user
organizations.

11. To propagate the results of research or studies conducted by the University and to act
as an interface between educational institutions and public at large for the beneficial
exploitation of the innovations carried out and the human potential existing and to
institute fellowships for leading Indian scholars/ professionals to carry out studies on
development projects of their own choice but in areas of interest to the Company.

12. To identify, conceptualize and undertake joint research through the University and
development programmes with industry, industry associations, educational,
management institutions and research and development institutions under bilateral or
consortium arrangements.

13. To establish, promote, assist, collaborate, co-operate, provide and avail financial
assistance, associate with or support any scientific or research institution, university,
laboratory or other organisation, in India or elsewhere for the attainment of the main
objects.

14. To subscribe to become a member, to co-operate with, to aid or to receive aid from
any other society or association or organization whether incorporated or not, whose
objects are wholly or partly identical with or similar to those of the company and to

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 procure from and to communicate to any such society or association or organization
such information as may be likely to further the main object of the Company.

15. To enter into and perform any contract, including subcontracting any work from time
to time, leases arrangement and other commitments with any Government or
authority, municipal, local or otherwise or other person or institution that may seem
conducive to the company's objects or any of them and to obtain, apply for purchase or
otherwise acquire from any such Government or authority or other persons or
institutions any rights, leases, powers, concessions, grants, licenses and privileges and
the decrees which the company may think it desirable to obtain and to carry out
exercise and comply with any such arrangements, rights, privileges and concessions
and others.

16. To bid for competitive and contract research and development projects and
consultancy projects on behalf of the University from Indian and international
organisations and to build teams to execute these projects.

17. To conduct, undertake the conduct and participate in national and international
exhibitions, which display works or creative articles and to organize, manage, sponsor
exhibitions, seminars, and workshops to further the objects of the Company.

18. To print and publish, undertake, manage and carry on any newspaper journal,
pamphlet, text books, literatures, magazines, periodicals and such other publications in
connection with the main objects of the Company.

19. To lend or make available the services of such lecturers and experts who are or will be
able to help the incubatee technologies, products and services.

20. To invite, as and when feasible, scholars, scientists and technologists to avail of the
facilities offered by the company.

21. To promote subsidiary organization(s) or companies to undertake activities supporting

technology commercialization.

22. To promote any other section 8 (non-profit) company for the purpose of acquiring the
whole or any part of the business or property and undertaking any of the liabilities of
this company, or of undertaking any business or operation which may appear likely to

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 assist or benefit this company, or to enhance the value of any property or business of
this company and to place or guarantee the placing of underwrite, subscribe for, or
otherwise acquire all or any part of the shares or securities of any such company as
aforesaid.

23. To amalgamate or venture with any company, society or institution or association

having objects similar altogether or considerably similar to those of the company.

24. To sell or otherwise dispose of the whole or any part of the business or property of the
company, either together or in portions, for such consideration as the company may
think fit.

25. To accumulate capital and raise funds by means of donations, subscriptions, fees or
by any other means from members and others and also borrowing
money from members or any other persons on such security and on such terms
as the Company may from time to time arrange and accept and to accept
donations, contribution grants either in cash or in kind from any person,
companies, corporations, institutions on such terms and for such
objects which are in conformity with the objects and on conditions, including
the conditions of associating the name of such person, or persons and such
purpose or purposes are in conformity with the object of the Company.

26. To receive and accumulate the income, subscriptions and contributions of such
amounts and to amalgamate the same with the corpus unless other-wise determined
to be as accumulated.

27. To purchase, acquire, use, take on lease, sub-lease, gift, exchange, hire, mortgage
or otherwise any movable properties including furniture, fixtures, books,
conveyances, appliances, instruments, vehicles etc. or immovable properties and
any rights and privileges necessary or convenient for the purposes of the
Company and to construct, rejuvenate, rehabilitate, and develop immovable
property consistent with the object or otherwise deal with all or any part of the assets
and rights of the Company for cash or any other consideration with a view to the
promotion of the objects of the Company.

28. To invest and/or retain the investment and properties received as donations either
in the shape of Guarantee or other form of movable or immovable properties and
to permit the same to remain in the-actual state of investment thereof so long as the

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 Company may think fit and at any time or times to sell, call in or convert into money
the aforesaid investments or any of them or any part thereof and with a power to
change or vary any investments for the time being forming part of the Assets.

29. To import, buy, exchange, alter, improve and manipulate in all kinds of plants,
machinery, apparatus, tools and things necessary of convenient for carrying on the
main purpose of the Company.

30. To receive, subject to prevailing laws, from sources in India or abroad any grants, gifts
or bequests, donations, loans, interest free loans, subscriptions claims, rights, or any
other financial contribution in cash and securities and of any property, either movable
or immovable within the country and I or immovable within the country and/or abroad
or in kind whether with or without conditions and whether onerous or otherwise
from/to any person, company, society, firm, institution, corporation, group of persons,
World Bank, International Monetary Fund, International Finance Co-operation. Asian
Development Bank, United Nations and other International or Domestic Multilateral or
Bilateral Agencies, funding agencies, financial institutions or Banks.

31. To purchase or otherwise acquire, build, carry out, equip, maintain, alter, improve,
develop, manage, work, control and superintend any plants, warehouse, sheds,
offices, shops, stores, buildings, machinery, apparatus, labour lines, and houses,
warehouses, and such other works and conveniences necessary for carrying on the
main business of the Company.

32. To let, mortgage, charge, sell, grant licenses, easements and other rights or otherwise
dispose of any property of the company upon such terms and conditions in all respects
as may be thought fit and to accept payment for satisfaction of the same in cash or
otherwise.

33. To insure the whole or any part of the property of the company either fully or partially
to protect and indemnify whole or part thereof.

34. To pay for any rights or property acquired by the company and to remunerate any
person or company for the same.

35. To apply for, obtain, purchase or otherwise acquire and prolong and renew any
patents, patent-rights, brevets, inventions, processes, scientific technical or other
assistance, manufacturing processes know-how and other information, designs,

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 patterns, copyrights, trade-marks, licences concessions and the like rights or
benefits, conferring an exclusive or non-exclusive or limited or unlimited right of use
thereof, which may seem capable of being used for or in connection with the main
objects of the Company or the acquisition or use of which may seem calculated
directly or indirectly to benefit the Company on payment of any fee royalty or other
consideration and to use, exercise or develop the same under or grant licences in
respect thereof or otherwise deal with same and to spend money in experimenting
upon testing or improving any such patents, inventions, right or concessions.

36. To provide intellectual property management, patent filing, other intellectual property
related services and legal services to incubated product, services, other academic
institutions and allied industrial clients at large.

37. To open current or fixed deposit and other accounts with any bank including
cooperative bank and to pay into and draw money from such accounts and operate the
same.

38. To draw, accept, make, endorse, discount or negotiate or transfer promissory notes,
hundies or bills of exchange, bills of lading and other negotiable instruments in
connection with the running of the company.

39. To advance, employ the surplus money belonging to or entrusted to the company or
upon securities or other movable or immovable property with or without security,
upon such terms and conditions as may be thought proper and from time to time vary
such transactions and investments in such manner as may be proper.

40. To Bid for competitive and contract Research and development projects in co-
operation with the University from Indian and international organisations and to
build teams of employed professionals to execute these projects.

41. To construct, establish, run, conduct and co-ordinate facilities such as building schools,
college, universities, institutions, libraries, classes, workshops, hostels and provide
learning, understanding, data, information, skills, training, instructions, practice
sessions, guidance in: all areas, branches, disciplines, fields, matters including asset
management, aviation, banking, business and other allied areas in conformity
with the objects of the Company.

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42. To construct or provide accommodation or other suitable rooms, buildings, places
and to permit the same or part thereof to be used on such terms and conditions
and for any performance for meetings, exhibitions, concerts, lectures, dinners,
entertainment, reading, writing and newspaper rooms, library; refreshment
rooms, dressing rooms and to furnish the same with furniture, implements,
machinery and conveniences as may be deemed desirable and to provide garden,
green houses, parks for recreation and amusement and entertainment.

43. To provide education and research in academic, vocational areas with the help of
University and to provide consultancy and services (India and abroad) in the
fields where expertise is available from the University faculty

44. To subscribe for, take, or otherwise acquire, and hold shares, stock debentures, or
other securities of any other company having objects altogether or in part similar to
those of the company, or carrying on any business capable of being conducted so as
directly or indirectly to benefit the company.

45. To undertake and execute any trusts, the undertaking of which may seem to the
Company desirable, either gratuitously or otherwise.

46. To establish, or promote or concur in establishing or promote any section 8 company

for the purpose of acquiring all or any of the properties, rights and liabilities of the
Company.

47. Subject to the provisions of Companies Act, 2013 to subscribe contribute, gift or
donate any money, rights or assets for any national educational, religious,
charitable, scientific, public, general or usual objects or to make gifts or
donations of money or such other assets to any institutions, clubs, societies,
associations, trusts, scientific research associations, funds, universities, college or any
individual, body of individuals or bodies corporate.

48. To establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or superannuation, provident or gratuity
funds for the benefit of and give of procure the giving of the donations,
gratuities pensions, allowances, bonuses or emoluments of any persons who are
or were at any time in the employment or service of the company or any company
which is a subsidiary of the Company or is allied to or associated with the Company or
with any such subsidiary company or who are or were at any time officers of the

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 Company or any other company as aforesaid and the wives, widows, families and
dependents of any such persons and also to establish and subsidise and subscribe
to any institutions, associations, club or funds calculated to be for the benefit of
or advance aforesaid and make payments to or towards the insurance of any such
persons as aforesaid and to do any of the matters aforesaid, either alone or in
conjunction with any such other company as aforesaid.

49. To establish, for any of the main objects of the Company, branches or to establish
any firm or firms at places in or outside India as the Company may deem expedient.

50. To pay for any property or rights acquired by or for any services rendered to the
Company and in particular to remunerate any person, firm or company introducing
business to the company either in cash or fully or partly-paid up Guarantee with or
without preferred or deferred rights in respect of dividend or repayment of capital
or otherwise or by any securities which the company has power to issue or by the
grant of any rights or options or partly in one mode and partly in another and
generally on such terms as the company may determine, subject to the provision of
the Act.

51. To pay out of the funds of the company all costs, charges and expenses of and
incidental to the formation and registration of the company and any company
promoted by the company and also all costs, charges, duties, impositions and
expanses of and incidental to the acquisition by the company of any property or
assets.

52. To send out to foreign countries, its director, employees or any other person or
persons for investigation possibilities of main business or trade procuring and buying
any machinery or establishing trade and business connections or for promoting the
interests of the company and to pay all expenses incurred in the connection.

53. To make payments to any person whose office of employment or duties may be
determined by virtue of any transaction in which the Company is engaged.

54. To agree to refer to arbitration any dispute, present or future between the
Company and any other company, firm, individual or any other body and to submit
the same to arbitration in India or abroad either in accordance with Indian or any
foreign system of law.

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55. To appoint agents, sub-agents, dealers, managers canvassers, sales, representatives
or salesmen, consultants and employees for transacting all or any kind of the
main business of which this Company is authorised to carry on and to constitute
agencies of the Company in India or in any other country to carry out any activities
for furthering the objectives of the Company and establish depots and agencies in
different parts of the world.

56. To do all other lawful acts, things and deeds as are incidental and conducive to the
attainment of the above objects.

57. To enroll consultants, trainees, interns, project fellows, research fellows, other
workers etc. on tenure, temporary, contractual, wages basis for the task as
expedient for the conduct of the aims and objectives of the company.

58. To acquire and takeover the whole or any part of the business, goodwill, trade-
marks properties and liabilities of any person or persons, firm, companies or
undertakings either existing or new, engaged in or carrying on or proposing to carry
on business this Company is authorised to carry on, possession of any property or
rights suitable for the purpose of the Company and to pay for the same either in
cash or in Guarantee or partly in cash and partly in Guarantee or otherwise.

59. To retain and /or employ skilled, professional or technical advisers and other staff
and workers in connection with the objects of the Company and to pay there for
such fees or remuneration as may be considered expedient.

60. To negotiate and enter into agreements and contracts with any entity including Indian
and foreign individuals, companies, corporations and such other organisations
for technical, financial or any other such assistance for carrying out all or any the
main objects of the Company or for the purpose of activity research and
development of manufacturing projects on the basis of know-how, financial
participation or technical collaboration and acquire necessary formulas and patent
rights for furthering the main objects of the Company.

61. To pay all the preliminary expenses of any section 8 company promoted by the
company or any other company in which this company is or may contemplate being
interested, and preliminary expenses may include all or any part of costs and expenses
of any business or property acquired by that company.

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62. To appoint attorneys, managers, secretaries, officers and staff for the purpose of
carrying out the programmes and functions of the company or for patenting the
technology developed by it.

63. To appoint such committees, advisory boards, governing body for any institution,
established, run and maintained by the Company.

64. To appoint scientists/ engineers to carry out research, design, development and
engineering activities for and on behalf of the company on full or part time basis or in
honorary capacity.

65. To sponsor and assist research based educational and allied technology development
activities, including student managed activities, by providing infrastructure, managerial
and financial support, to provide prizes in case and kind, to sponsor competitions such
as innovative ideas and business plan formulation competitions and entrepreneurship
lecture series, workshops, boot camps and related events and employ students as
interns and provide them with stipend as appropriate.

66. To provide for arbitration in respect of disputes arising in the course of running of the
company and to secure the services of experts technical and other persons to that end,
if necessary or desirable.

67. To make grants endowments to research institutions, academic institutions for the
furtherance of the objects of the company and award scholarships to promising
researchers and technologists.

68. To undertake, carry out, promote and sponsor rural development. to incur expenditure
on any program of rural development and to assist in execution and promotion
thereof, either directly or through an independent agency or in any other manner,
which may also include any program for promoting the social and economic welfare of,
or the uplift of the people in any rural area to promote and assist in rural development
and that the words "rural area" shall include such areas as may be regarded as rural
areas under the income tax Act, or any other law relating to rural development for the
time being in force.

69. To apply for and obtain any order under any Act or Legislature, charter, privilege
concession, licence or authorization of any Government, State or other Authority for
enabling the Company to carry on any of its main objects into effect or for extending

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 any of the powers of the Company or for effecting and modification of the
constitution of the Company or for any other such purpose which may seem
expedient and to oppose any proceedings or applications which may seem
expedient or calculated directly or indirectly to prejudice the interest of the Company.

70. To enter into any arrangements with any entity including among others
Government or Authorities or any persons or companies that may seem
conducive to the main objects of the Company or any of them and to obtain from any
such Government, authority, person or company any rights, charters, contracts,
licences and concessions which the Company may think desirable to obtain and to
carry out, exercise and comply therewith.

71. To procure the Company to be registered or recognised in or under the laws of any
place outside India and to do all act necessary for furthering the
objectives of the Company and carrying on in any foreign country for the
business or furthering the objectives of the Company.

72. To establish and support or aid in the establishment and support of

associations, institutions and conveniences calculated to benefit any of the
employees or ex-employee of the Company or the dependants or connections of
such persons and to grant pensions and allowances and to make payments towards
insurance.

73. To carry out all or any of the objects of the Company as principals or agents in
partnership or in conjunction with another person firm, association or
company whether Indian or Foreign or any means of any subsidiary, or allied or
auxiliary Company.

74. To create any reserve fund, sinking fund, insurance fund or any other such special
funds whether for depreciation, repairing, improving, research, extending or
maintaining any of the properties of the Company or for any other such purpose
conducive to the interest of the Company.

75. To acquire recognition from universities, societies, institutions, companies,

associations whether registered in India or abroad carrying similar objects.

76. To adopt such means of making known and advertising the business and products
of the Company as may seem expedient. To take such other steps and to conduct such

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 other undertaking or activities as may be considered necessary or expedient for
achieving and furthering the objectives the Company.

77. To invest the money and the property of the Company not immediately required
for the purpose of its objects upon such securities or in such manner as may, from
time to time be determined as permitted under appropriate laws and other
provisions of the Indian Trust Act read with provisions of Income Tax Act or with such
company as may be permitted under law.

78. To form, float, constitute, establish takeover, promote or concur in forming, floating,
constituting, establishing, taking over or promoting any company, partnership, trust,
institution, association or any other undertaking in order to advance, directly or
indirectly the main objects of the Company.

79. To establish, promote, co-operate with, become a member of, act as, or appoint
trustees, agents, or delegates for control, manage, superintend, afford financial
assistance to, or otherwise assist the research work of any Company and institutions
and other bodies engaged in similar objects or for objects of a charitable nature and
for public good.

80. To extend co-operation to the various such activities mentioned in the main objects of
the company at various levels and to do all such other things as may be deemed
incidental or conducive to the attainment of the above objects or any of them and to
fix, demand and receive or recover such fees and other charges as may be regulated by
the statutes from time to time.

81. Each Sub Clause of this Clause shall be construed independently of the other Sub-
clauses hereof, and that none of the objects mentioned in any Sub-clause shall be
deemed to be merely subsidiary to the objects mentioned in any other Sub-clauses.

82. To carry on the activities of providing product and services in India or abroad, in the
nature of management support, Information Technology, software development and
support services including but not limited to programming, designing, development,
hosting, licensing, installation, servicing, testing, research and development,
integration, export, import and distribution of Information technology software
platforms, products services.

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 83. To undertake all activities relating to product and / or software development for any
industry, business, application, product, device, computer, microprocessor, including
design and implementation of hardware and software for all such services whether in
India or abroad

84. To accelerate economic growth, help improve University’s national and international
competitiveness and become role model for other universities to follow

85. Promote, implement ‘Green’ technologies and get associated accreditations.

Provided that the company shall not support with its funds, or endeavour to impose
on, or procure to be observed by its members or others, any regulation or restriction
which, if an object of the company, would make it a Trade Union.

4th. The objects of the company extend to the whole of India.

5th. i. The profits, if any or other income and property of the Company whensoever derived shall
be applied solely for the promotion of its objects as set forth in this Memorandum of
Association.

ii. No portion of the profits, other income or property aforesaid shall be paid or transferred,
directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to persons
who, at any time are, or have been, members of the Company or to any one or more of
them or to any persons claiming through any one or more of them.

iii. No remuneration or other benefit in money or money’s worth shall be given by the company
to any of its Shareholder Member, except payment of out-of-pocket expenses, reasonable
and proper interest on money lent, or reasonable and proper rent on premises let to the
Company.

iv. Nothing in this Clause 5 shall prevent the payment by the Company in good faith of prudent
remuneration to any of its officers or servants (not being members) or to any other person,
in return for any services actually rendered to the Company.

v. Nothing in Clauses 5(iii) and 5(iv) shall prevent the payment by the Company in good faith of
prudent remuneration to its shareholder members in return for any services (not being
services of a kind which are required to be rendered by shareholder member), actually
rendered to the Company.

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6th. No alteration shall be made to this memorandum of association or to the articles of
association of the company which are for the time being in force, unless the alteration has
been previously submitted to and approved by the Registrar.

7th. The liability of the members is limited.

8th. The share capital of the company will consist of Rs. 100,000 (Rupees One Lakh only) divided
into 10,000 (Ten Thousand) shares of Rs. 10 (Rupees Ten only) each.

9th. (1) True accounts shall be kept of all sums of money received and expended by the Company
and the matters in respect of which such receipts and expenditure take place, and of the
property, credits and liabilities of the Company; and, subject to any reasonable restrictions
as to the time and manner of inspecting the same that may be imposed in accordance with
the regulations of the company for the time being in force, the accounts shall be open to the
inspection of the professional members.

(2) Once at least in every year, the accounts of the Company shall be examined and the
correctness of the balance-sheet and the income and expenditure account ascertained by
one or more properly qualified auditor or auditors.

10th. If upon a winding up or dissolution of the Company, there remains, after the satisfaction of all
the debts and liabilities, any property whatsoever, the same shall not be distributed amongst
the members of the Company but shall be given or transferred to such other Company
having objects similar to the objects of this Company, subject to such conditions as the
Tribunal may impose, or may be sold and proceeds thereof credited to the Rehabilitation
and Insolvency Fund formed under section 269 of the Act.

11th. The Company can be amalgamated only with another Company registered under section 8
of the Act and having similar objects.

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