LAB PROJECT-2

TITLE- “Incorporation of a Private Limited Company”

GROUP-9

S No Name Roll No
1 Ayush Bhatia 23P261
2 Jayesh Majumdar 23P270
3 Mayank Agal 23P279
4 Parikshit Sehgal 23P288
5 Radhika Sharma 23P297
6 Rohit Sidagam 23P306
7 Shubham Jain 23P315
 Process for setting up a private limited company
Establishing a private limited company in India under the Companies Act, 2013 entails
several steps and necessitates compliance with specific legal and procedural obligations. To
provide a thorough understanding of the process, this guide outlines the requirements and
forms that need to be submitted to the Registrar of Companies (RoC).

1. Obtain”Director Identification Number”(DIN):

All proposed directors of the company must obtain a Director Identification Number (DIN) by
filing Form DIR-3 online.

2. Obtain Digital Signature Certificate (DSC):

For filings with the RoC, at least one director must have a digital signature certificate (DSC)
for digitally signing documents.

3. Reserve a Unique Name:

When naming your company, make sure it follows RoC guidelines. You can reserve a unique
name using RUN or apply with the SPICe (INC-32 form).

4. Prepare Memorandum and Articles of Association:

Draft the electronic versions of the company's MOA (INC-33 form) and AOA (INC-34 form) in
the prescribed format under the Companies Act, 2013.

5. File SPICe+ (INC-32) Form:

The SPICe+ form combines several services, such as name reservation, DIN allotment, and
company incorporation. It must be filed online along with the required documents with the
RoC.

• Memorandum of Association (MOA) (INC-33)

• Articles of Association (AOA) (INC-34)
• Affidavit and declaration by the first subscriber(s) and director(s)
• Proof of office address
• Consent to act as a director (Form DIR-2)
• PAN card and address proof of all directors
• Proof of the registered office address
• DSC of the director(s)
6. Pay Registration Fees:
The registration fee is calculated based on the company's authorized capital. You can pay the
fee online.

7. Verification and Approval:

The RoC will verify the application and issue a Certificate of Incorporation if everything is in
order.

8. Obtain PAN and TAN:

After incorporation, apply for a company's Permanent Account Number (PAN) and Tax
Deduction and Collection Account Number (TAN). These are essential for tax compliance.

9. Commence Business Operations:

After incorporating the company and obtaining PAN and TAN, business operations can begin.

10. File Annual and Periodic Returns:

Make sure to comply with the Companies Act by filing annual financial statements, annual
returns, and other relevant forms as required.
 TABLE -F

ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES

Interpretation
I (1) In these rules:

(a) "the Act" means the Companies Act, 2013,

(b) "the seal" means the official seal of the company.

(2) Unless the context clearly says otherwise, words or phrases used in these rules will have the same
meaning as those used in the Act or any applicable legal changes in effect when these rules are enforced
against the company.
Share Capital and Changes in Rights:

Share capital and variation of rights

II. 1. The company's shares will be controlled by its Directors. They can issue, allocate, or transfer these
shares to people in various ways, terms, and conditions, either at a higher price or at the standard price,
and at times they see fit. This must comply with the Act and these Articles.

2. (i) Anyone listed as a member in the membership register:

(a) Will get one certificate for all their shares within two months of incorporation or after getting
the shares (for those subscribing to the memorandum). They won't have to pay any fees for this.
(b) Can also get multiple certificates, each representing one or more shares, by paying twenty
rupees for each certificate after the first one.

(ii) Each certificate must have the details of the shares it represents and the amount paid for those
shares.

(iii) If several people jointly hold a share, the company only needs to issue one certificate for that
share, and it counts as delivery to all joint holders.

3. (i) If a share certificate is damaged, torn, worn out, or has no space left on the back for a transfer
endorsement, the company can issue a new certificate when the old one is returned. If a certificate is
lost or destroyed, a new one will be given upon providing satisfactory proof and following the
company's requirements. Each replacement certificate costs twenty rupees.

(ii) The same rules (2) and (3) also apply to the company's debentures.

4. Unless the law requires it, the company won't recognize anyone as holding shares in trust. The
company is not obligated to recognize any partial, future, or conditional interest in a share or any
interest in a part of a share unless these rules or the law say otherwise.

5. (i) The company can use the authority to pay commissions as allowed by Section 40, subsection (6). It
must report the percentage or amount of the commission paid or promised as required by that Section
and its related regulation.
(ii) The commission's rate or amount cannot be higher than what's specified in the rules created
according to Section 40, subsection (6).

(iii) The commission can be paid in cash, given as fully or partially paid shares, or a combination of both.

6. i) If the company ever divides its share capital into different classes of shares, they can change the
rights attached to any class with the written agreement of holders of three-fourths of the issued shares
of that class, or with the approval of a special resolution passed at a separate meeting of the
shareholders. This can happen regardless of whether the company is winding up, but it should follow
the rules of Section 48.
ii) To every such separate meeting, the provisions of these regulations relating general meetings shall
mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least
one-third of the issued shares of the class in question.

7. Creating or issuing more shares that have the same rights will not change the rights given to holders
of shares of any class with preferred or other rights unless the terms of issuing those shares specifically
state so.

8. Subject to the restrictions in section 55, preference shares can be issued with the approval of an
ordinary resolution, provided they will be redeemed according to the conditions and procedures set by
the company before issuing the shares, as decided by special resolution

Lien
9 (i) The company will have a first and foremost claim—

(a) for all money owed for each share (except fully paid shares), whether it's already due or not, and

(b) for all amounts owed by an individual or their estate to the company on all shares (except fully
paid shares) registered in their name.

Provided that the Board of directors may at any time declare any share to wholly or in part exempt
from the provisions of this clause.

(ii) The company’s lien, if any, on a share shall extend to all dividend bonuses declared from time to
time in respect of such shares.
.

10. The company can sell any shares on which it has a claim in a way decided by the Board:

Provided that no sale shall be made—

(a) The company’s lien, if any, on a share shall extend to all dividend bonuses declared from
time to time in respect of such shares.

(b) Within fourteen days after sending written notice demanding payment of the part of the
claim amount that is currently due to the registered holder of the share or the person entitled to
it due to their death or insolvency, if no sale has occurred.
11. i) The Board can allow a third party to transfer the sold shares to the buyer to complete the
transaction.

(ii) In this transfer, the buyer's name must be listed as the holder of the shares.

(iii) The buyer doesn't have to monitor how the purchase money is used, and any issues or legal
problems in the sale won't affect their ownership of the shares.

12 (i) The company must get the money from the sale and use it to pay off the part of the debt for
which the claim is currently active and due.

(ii) If there's any money left after paying off the debt, it will be given to the person who is supposed
to have the shares at the time of the sale, but this money will still be subject to the same claim for sums
that are not yet due, just like it was before the sale.

Calls on shares

13. (i) The Board has the authority to request members to pay any outstanding amounts on their shares,
which could include the nominal value of the shares or any premiums, as long as these payments are not
already specified as due at fixed times upon allotment. However, each call for payment cannot exceed
one-fourth of the nominal share value and should not be due in less than one month from the date
when the previous call was scheduled for payment.

(ii) To comply with the call, each member must be given a notice of at least fourteen days, indicating the
specific time, place, and date for making the payment. Members are required to pay the specified
amount to the company accordingly.

(iii) The Board has the discretion to either cancel or postpone a call for payment if they deem it
necessary to do so.

14. A call is considered to have been made when the Board approves the resolution authorizing the call,
and it might need to be paid in parts.

15. All the people who jointly own a share must pay all the calls on that share together, and they are
individually responsible for the payment.

16 (i) If someone doesn't pay the amount due for a share by the due date, they have to pay interest on
that amount from the due date to the actual payment date. The interest rate is 10% annually, or any
lower rate that the Board decides.

(ii) The Board can choose not to require the payment of this interest, either partially or entirely.

17. (i) According to these rules, any amount that becomes due and payable for a share, as stated in the
share's terms when it was issued, is considered a properly made call and must be paid on the date
specified in the share's terms, whether it's the nominal value of the share or a premium.
 (ii) If such an amount is not paid, all the rules in these regulations about paying interest, fees,
forfeiture, and other matters must be applied as if the money became due because of a properly made
and announced call.

18. The Board:

(a) can, if it wants to, receive all or part of the money that hasn't been called for and paid on any
shares owned by them from any member willing to advance that money, and

(b) on all or some of the money advanced, can pay interest at a rate agreed upon between the
Board and the member who advanced the money. The interest rate can't exceed twelve percent per
year, unless the company's general meeting decides otherwise. This interest is paid until the money
would normally become due for payment if the advance hadn't been made.

Transfer of shares

19. i) To transfer a share in the company, both the person selling it (transferor) and the person buying it
(transferee) must sign the transfer document.
(ii) The person selling the share is still considered the owner of the share until the name of the person
buying it is officially recorded in the company's list of members.

20. The Board, with the right of appeal as provided in section 58, can decide not to approve:

(a) The transfer of a share, if it's not fully paid, to a person they don't agree with.

(b) Any transfer of shares that the company has a claim on.

21. The Board can reject a transfer document unless:

(a) The transfer document follows the format specified in the rules made under section 56,
subsection (1).

(b) The transfer document comes with a certificate for the shares being transferred and other proof
the Board asks for to confirm the seller's right to make the transfer.

(c) The transfer document is for shares of only one type.

22. The Board can stop registering transfers of shares for a certain period after giving at least seven
days' notice as per section 91 and its related rules. However, this registration suspension can't last for
more than thirty days at a time or for more than forty-five days in total within a year.

Transmission of shares

23. (i) When a member passes away, the people who can claim the shares they held depend on the
situation:
a) If the member was a joint holder, the surviving joint holders become the recognized owners.
b) If the member was a regular shareholder, their nominee, legal representative, or nominee becomes
the recognized owner.
ii) But, if a joint holder dies, their estate is still responsible for any obligations related to the shares they
jointly held with others.

24. (i) If someone becomes entitled to a share because of the death or insolvency of a member, they can
do one of two things:
a) They can get themselves registered as the new owner of the share, with the necessary evidence and
subject to certain conditions.

b) They can transfer the share to someone else, just like the deceased or insolvent member could have
done.

(ii) In either case, the Board has the same authority to approve or delay the registration as they would
have had if the deceased or insolvent member had made the transfer before their death or insolvency.

25. (i) If the person who has the right to the share wants to become the official owner of the share, they
must send a written notice to the company. This notice must be signed by them and say that they
choose to be the owner.

(ii) If this person decides to transfer the share to someone else, they must show their choice by
completing a transfer document.

(iii) All the rules and restrictions in these regulations about the right to transfer and how transfers are
registered apply to this notice or transfer, as if the member hadn't died or become insolvent, and the
notice or transfer was one signed by that member

26. If someone gets a share because the previous holder died or became insolvent, they have the right
to receive dividends and other benefits from that share, just like the registered owner would. However,
they can't use any membership rights for company meetings until they become the official registered
member.

The Board can send them a notice, asking them to either become the registered owner or transfer the
share. If they don't follow this notice within ninety days, the Board can hold back any dividends,
bonuses, or other payments related to the share until they do.

Forfeiture of shares

27. If a member doesn't pay a call or part of it on the due date, the Board can send them a notice asking
for the unpaid amount and any interest that has built up.

28. The notice should:

(a) Specify another date, at least fourteen days after the notice is served, by which the payment must be
made.
(b) Warn that if the payment isn't made by the specified date, the shares for which the call was made
could be taken away.

29. If the member doesn't follow the notice and make the payment, the Board can decide to take away
their shares by passing a resolution.
 .
30. (i) A forfeited share can be sold or dealt with in any way the Board decides.
(ii) Before selling or dealing with it, the Board can choose to cancel the forfeiture on certain terms.

31. (i) If someone's shares are forfeited, they are no longer a member for those shares, but they still
have to pay any money they owed to the company for those shares when they were forfeited.
(ii) This person's liability ends when the company gets full payment for all the money owed for those
shares.

33 (i) A written declaration, confirmed by a director, manager, or secretary of the company, stating that
a share in the company was forfeited on a specific date, is considered final proof of what it says. This
declaration is valid against anyone claiming ownership of the share.
(ii) The company can take any payment received for the share when it's sold or disposed of and
transfer the share to the person who bought it.

(iii) The person who bought the share is then officially recognized as the owner.

(iv) The new owner doesn't need to worry about how the purchase money is used, if there is any, and
their ownership of the share is not affected by any mistakes or problems in the process of forfeiture,
sale, or disposal of the share.

34. The rules in these regulations about forfeiture also apply if someone doesn't pay a specific amount
that they were supposed to pay at a set time, whether it's for the share's face value or as a premium. It's
treated as if it were a regular call for payment that was properly made and announced.

Alteration of capital

35. The company can, by a regular vote, increase its share capital by a specific amount and divide it into
shares of a defined value as mentioned in the vote.

36. The company can, with some conditions from section 61 in mind, do the following through a regular
vote:

(a) Combine and split its share capital into shares with a higher value than the current ones.

(b) Change all or some of its fully paid shares into stock, and then turn that stock back into fully paid
shares of any size.

(c) Divide its existing shares or some of them into shares with a smaller value than what's in the
company's founding document.

(d) Get rid of any shares that, at the time of the vote, haven't been bought or agreed to be bought by
anyone.

37. Where shares are converted into stock,—

(a) Those who hold stock can transfer it, or a part of it, in the same way and following the same rules as
shares from which the stock was created could have been transferred before the conversion. However,
the Board can set a minimum amount of stock that can be transferred, but this minimum can't be more
than the face value of the shares from which the stock originated.

(b) People holding stock have the same rights, privileges, and benefits based on the amount of stock
they hold as they would have if they held the shares that were converted into stock. However, having a
certain amount of stock that wouldn't have provided these privileges or benefits if they were shares
won't grant those privileges or benefits (except for receiving dividends, profits, and assets during
liquidation).

(c) Any rules of the company that apply to fully paid shares also apply to stock. In these rules, the terms
"share" and "shareholder" include "stock" and "stockholder," respectively.

38. The company can, through a special resolution, decrease its share capital, capital redemption
reserve account, or share premium account in a way that follows the law and meets any necessary legal
requirements.

Capitalisation of profits

39.
i) The company, during a general meeting and following the Board's recommendation, can decide:
(a) That it's a good idea to use some of the money currently held in the company's reserve accounts,
profit and loss account, or other available funds for distribution.
(b) That this amount should be distributed to the members in the same way they would receive
dividends, based on their entitlements.

(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in
clause (iii), either in or towards—

(A) Paying any unpaid amounts on shares held by those members.

(B) Issuing fully paid-up shares that haven't been issued yet and distributing them to the members,
following the proportions mentioned earlier
.
(C) A combination of both (A) and (B).

(D) Using it to issue fully paid bonus shares to the members from the securities premium account
and capital redemption reserve account
.
(E) The Board is responsible for making sure the resolution passed by the company is carried out.

40. i) When a resolution like the one mentioned earlier is passed, the Board must:

(a) Appropriately use the undivided profits designated for capitalization, including making allotments
and issuing fully paid shares if necessary.

(b) Carry out all necessary actions to make the resolution effective.
 ii) The Board has the authority to:
(a) Handle the situation when shares are divided into fractions, either by issuing fractional certificates
or by making cash payments or any other suitable method.

(b) Allow a person, on behalf of all entitled members, to enter into an agreement with the company.
This agreement can involve the allotment of additional shares as fully paid-up shares or the
payment of any remaining amounts on their existing shares using their share of the profits
designated for capitalization.

iii) Any agreement made under this authority is valid and binding on the members involved

Buy-back of shares

41. Despite anything mentioned in these articles, in accordance with the regulations in sections 68 to 70
and any other relevant provisions of the Act or other applicable laws, the company can repurchase its
own shares.

General meetings

42. Any general meetings other than the annual general meeting are considered extraordinary general
meetings.

43. (i) The Board can call an extraordinary general meeting whenever it deems necessary.

(ii) If, at any time, there are not enough directors present in India to form a quorum, any director or two
members of the company can call an extraordinary general meeting using a similar process as the Board
would.

Proceedings at general meetings

44 i) To conduct any business at a general meeting, a minimum number of members, known as a

quorum, must be present when the meeting begins.
(ii) Unless stated otherwise in these regulations, the quorum for general meetings should follow the
requirements outlined in section 103.

45. The Chairperson of the Board, if one exists, will preside as the Chairperson at every general meeting
of the company.

46. If there is no Chairperson or the Chairperson is not present within fifteen minutes after the
scheduled meeting time, or is unwilling to act as Chairperson, the directors who are present will choose
one of them to be the Chairperson of the meeting.

47. If, at any meeting, no director is willing to be the Chairperson, or if no director is present within
fifteen minutes after the scheduled meeting time, the members in attendance will select one of their
members to be the Chairperson of the meeting.
 Adjournment of meeting

48. (i) The Chairperson, with the agreement of the members present at a meeting with a quorum, may
adjourn the meeting as necessary. If directed by the meeting, the Chairperson must adjourn the meeting
from time to time and to different locations.

(ii) An adjourned meeting should only address the unfinished business from the original meeting.

(iii) If a meeting is adjourned for a period of thirty days or more, a notice of the adjourned meeting must
be given in the same way as for the original meeting.

(iv) Except as mentioned above and in accordance with section 103 of the Act, no additional notice is
required for an adjourned meeting or for the business to be conducted at such a meeting.

Voting rights

50. Subject to any rights or restrictions for the time being attached to any class or classes of shares,—

(a) During a show of hands vote, each member present in person has one vote

(b) During a poll vote, the voting rights of members are determined based on their share in the paid-
up equity share capital of the company.

51. A member can cast their vote electronically as per section 108, and they can vote only once

52. (i) When there are joint holders of shares, the vote of the oldest member who participates in the
vote, either in person or by proxy, will be considered, and the votes of the other joint holders will not be
taken into account.

(ii) The seniority or order of precedence among joint holders is based on the arrangement of their
names in the register of members.
.

53. If a member is of unsound mind or under the legal guardianship due to a court order, they can vote
through their legal guardian or committee, and on a poll, these representatives can also vote by proxy.

54. Any business, other than the one for which a poll has been requested, can continue while waiting
for the poll to take place.

55. A member can only vote in a general meeting if they have paid all the amounts due, including calls,
for their shares in the company.

56. (i) Any objection to a voter's eligibility can only be raised at the meeting where the vote is being
cast, and any vote not challenged during that meeting will be considered valid.

(ii) If an objection is raised in a timely manner, the Chairperson of the meeting will make the final
decision, which cannot be contested.
 Proxy

57. If you appoint a proxy to vote on your behalf, you must submit the proxy document and any
required power-of-attorney to the company's registered office at least 48 hours before the meeting or
adjourned meeting where your proxy will vote. If it's a poll vote, this should be done at least 24 hours
before the poll. If you don't meet this deadline, your proxy vote won't be considered valid.

58. The form of the proxy document should follow the format outlined in the rules established under
section 105

59. A vote cast through a proxy is considered valid, even if the person you appointed as your proxy has
died, become incapacitated, or had their proxy revoked, or if the shares related to the proxy have been
transferred. However, this applies only if the company hasn't received written notice of any of these
events before the meeting or adjourned meeting where the proxy is used begins.

Board of Directors

60. The initial number of directors and their names will be decided in writing by the subscribers of the
memorandum or a majority of them.

61. (i) Director's remuneration, especially if it's in the form of monthly payments, is considered to
accumulate on a daily basis.

(ii) Besides the remuneration they receive as per the law, directors can also be reimbursed for
reasonable expenses such as travel and hotel costs incurred while:

(a) Attending and returning from meetings of the Board of Directors or any committee thereof or
general meetings of the company; or

(b) In connection with the company's business

62. The Board can cover the expenses associated with setting up and registering the company

63. The company can use the powers granted by section 88 for maintaining a foreign register, and the
Board can establish and modify regulations concerning the maintenance of such a register, as long as it
complies with the provisions of that section

64. All checks, promissory notes, drafts, bills of exchange, and other negotiable instruments, as well as
receipts for payments made to the company, must be signed, drawn, accepted, endorsed, or otherwise
executed in the manner and by the person specified by a resolution of the Board.

65. Every director attending a Board or committee meeting must sign their name in a book kept for this
purpose

66. i) The Board has the authority to appoint an additional director at any time, provided that the total
number of directors and additional directors does not exceed the maximum limit defined by the articles,
except as governed by section 149.
(ii) Such an additional director's term lasts until the next annual general meeting, at which point they
can be considered for appointment as a director by the company, subject to the Act's provisions.

Proceedings of the Board

67. (i) The Board of Directors can convene, adjourn, and regulate its meetings as it deems appropriate.
(ii) Any director can call a Board meeting, and the manager or secretary must do so upon the request of
a director.

68. (i) Except as specifically stated in the Act, decisions at Board meetings are made by a majority vote.

(ii) If there is a tie in the votes, the Chairperson of the Board, if one exists, has the authority to cast a
second vote or a casting vote.
.

69. The directors who are currently in office can take actions even if there are vacancies on the Board.
However, if their number falls below the quorum required by the Act for a Board meeting, they can only
act to increase the number of directors to meet the quorum requirement or to call a general meeting of
the company, but for no other purpose.

70. (i) The Board can appoint a Chairperson for its meetings and decide how long that person will hold
the position.

ii) If no Chairperson is appointed, or if the Chairperson is not present within five minutes after the
scheduled meeting time, the directors present can select one of themselves to be the Chairperson for
that meeting.

71. (i) The Board has the authority to delegate its powers to committees comprised of its members as it
sees fit, within the limits set by the Act.

(ii) Any committee formed in this manner must adhere to the regulations imposed on it by the Board
while exercising the delegated powers.

72 . (i) A committee can choose a Chairperson for its meetings.

(ii) If no Chairperson is chosen, or if the Chairperson is not present within five minutes after the
scheduled meeting time, the members present can select one of their members to be the Chairperson
for that meeting.

73. (i) A committee can hold meetings and adjourn them as it deems necessary.

(ii) Decisions at committee meetings are made by a majority vote of the members present. If there's a
tie in votes, the Chairperson gets a second or casting vote.

74. All actions taken in any Board meeting, committee meeting, or by any person acting as a director,
are considered valid, even if it's later discovered that there was a defect in the appointment of one or
more directors or if they were disqualified. These actions are valid as if every director or person had
been duly appointed and qualified to be a director.

75. Unless the Act specifies otherwise, a resolution in writing signed by all the current Board members
or committee members who are entitled to receive notice of a meeting of the Board or committee is
valid and effective, just like if it had been passed at a properly convened and held meeting.

Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer

76. According to the Act:

(i) The Board has the authority to appoint a chief executive officer, manager, company secretary, or
chief financial officer for a specific term, with a certain remuneration, and subject to specific conditions.
The Board can also remove any of these officers through a Board resolution.

(ii) A director can also hold the position of chief executive officer, manager, company secretary, or chief
financial officer.
.

77. If the Act or these regulations require or authorize a specific action to be taken by or involving both
a director and a chief executive officer, manager, company secretary, or chief financial officer, it cannot
be fulfilled by the same person acting in both capacities.

The Seal

78. (i) The Board must ensure that the company's seal is safely kept.

(ii) The company's seal can only be used on a document if it has been authorized by a resolution of the
Board or a committee authorized by the Board for this purpose. This can only be done in the presence of
at least two directors and the secretary or another person appointed by the Board for this purpose. All
these individuals must sign the document in which the company's seal is affixed while they are present.

Dividends and Reserve

79. The company can declare dividends in a general meeting, but the amount of the dividend cannot
exceed what the Board recommends.

80. The Board, subject to the provisions of section 123, can pay interim dividends to the members when
it believes the company's profits justify it.

81.(i) Before recommending any dividend, the Board can set aside from the company's profits any sums
it deems necessary as a reserve. These reserves can be used for various purposes, including meeting
contingencies or equalizing dividends. The Board can also choose to invest these reserves, excluding
investments in the company's own shares.

(ii) The Board can carry forward profits that it decides not to distribute as dividends without setting
them aside as reserves.
82. (i) Dividends are generally paid based on the amounts paid or credited as paid on the shares.
However, if nothing has been paid on any of the shares, dividends can be declared based on the nominal
amounts of the shares.
(ii) Any amount paid in advance of calls on a share is not considered as paid on the share for dividend
calculations.

(iii) Dividends are distributed proportionately based on the amounts paid or credited as paid on the
shares during specific periods. If a share is issued with terms specifying a particular date from which it
qualifies for dividends, it will receive dividends accordingly.

83. The Board has the authority to subtract any money currently owed by a member to the company for
calls or other related matters concerning their shares from any dividend owed to that member.

84. (i) Dividends, interest, or other cash payments related to shares can be made via a check or warrant
sent by mail to the registered address of the shareholder. In the case of joint shareholders, it will be sent
to the registered address of the first-named holder on the register of members, or to a different person
or address if directed in writing by the shareholder or joint holders.

(ii) Each check or warrant will be payable to the person to whom it is sent.

85. Any one of multiple joint holders of a share is authorized to provide valid receipts for any dividends,
bonuses, or other payments owed for that share.

86. Notification of any declared dividend will be delivered to the eligible individuals in the manner
specified in the Act.

87. Dividends will not accrue interest against the company.

Accounts

88. (i) The Board will decide when, to what extent, and under what conditions or regulations the
company's accounts and books will be available for inspection by members who are not directors.
(ii) Members who are not directors do not have the inherent right to inspect the company's accounts,
books, or documents unless authorized by law, the Board, or a general meeting of the company.

Winding up

89. Subject to the provisions of Chapter XX of the Act and rules made thereunder—

(i) In the event of the company being wound up, the liquidator, with the approval of a special
resolution of the company and any other required sanction according to the Act, may distribute among
the members, either in kind or in a particular form, all or a portion of the company's assets, whether
they consist of similar types of property or not.
(ii) For this purpose, the liquidator can determine a fair value for any property to be distributed and
decide how the distribution will take place among members or different classes of members.
(iii) With the same approval, the liquidator may transfer all or part of these assets to trustees for the
benefit of the contributories if deemed necessary, but no member can be forced to accept shares or
other securities that come with liabilities.

Indemnity

90 . The company will provide indemnity to every officer of the company from the company's assets
against any liability they may incur while defending any legal proceedings, whether civil or criminal, in
which they receive a judgment in their favor, are acquitted, or are granted relief by the court or tribunal.

Note: The Articles shall be signed by each subscriber of the memorandum of association who shall add
his address, description and occupation, if any, in the presence of at least one witness who shall attest
the signature and shall likewise add his address, description and occupation, if any, and such signatures
shall be in form specified below:
------------------------------------------------------------------------------------------------------------------------------------------
--
Names, addresses, descriptions Witnesses (along with names,
addresses,
and occupations of subscribers descriptions and occupations)
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--
A.B. of………….Merchant Signed before me
Signature…………….

C.D. of………….Merchant Signed before me

Signature…………….

E.F. of………….Merchant Signed before me

Signature…………….

G.H. of………….Merchant Signed before me

Signature…………….

I.J. of………….Merchant Signed before me

Signature…………….

K.L. of………….Merchant Signed before me

Signature…………….

M.N. of………….Merchant Signed before me

Signature…………….

Dated the……..day of ……20……

Place: ................................
 (THE COMPANIES ACT, 2013)
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
GP9 PRIVATE LIMITED
I. The Name of the Company is:- GP9 PRIVATE LIMITED.
II. The Registered Office of the Company will be situated in the National Capital
Territory of Delhi.
III. (A) THE OBJECTIVES TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:—
1. To continue operating an online marketplace for arts and crafts supplies. To plan art
exhibitions, and to market and sell sculptures, paintings, antiquities, and similar goods in
India and abroad through e-commerce or other means.
2. To do business in India and abroad in the marketing of handicrafts, artifacts, sculptures,
paintings, and other things related to art and craft, including those. to build a virtual
shopping mall with an online catalog, own, operate, and manage e-commerce websites,
portals, mobile applications, and to give customers a simple shopping experience.
3. To establish, possess, oversee, and operate art galleries for the exhibition of art and the
trade in sculptures, paintings, artifacts, decorative arts, furniture, textiles, costumes,
drawings, pastels, watercolors, collages, prints, artist books, photographs, and similar items.
4. To plan, assist, advise, support, and promote all kinds of fairs, and exhibitions, including
sculpture exhibitions, painting exhibitions, performance arts, musical performances, poetry
recitals, trade exhibitions, events, celebrity shows, charitable shows, fund-raising events,
rural shows, premiers, laser shows, and all other related promotional activities in India and
abroad.
5. To engage in the business of casting, forging, fabricating, sheeting, stamping, pressing,
extruding, drawing, flattening, molding, straightening, and heat treating various ferrous and
non-ferrous materials, metals, and alloys, particularly for the purpose of producing,
decorating, improvising, and crafting sculptures, artifacts, decorative items, and comparable
other products.
(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN
CLAUSE III(A) ARE:—
1. To purchase any and all plant, equipment, machinery, apparatus, tools, utensils, goods,
materials, substances, items, and anything required or helpful for pursuing the Company's
objectives.
2. To enter into an agreement with any company or person to obtain technical information,
know-how, expert guidance, equipment, machinery, and things mentioned above by grant
of license or on such other terms of all types, formulae, and such other rights and benefits,
and to set up facilities for their technical personnel's training.
3. To establish, maintain, and conduct research laboratories and experimental workshops for
scientific and technical research and experiments, as well as to carry out and continue all
relevant scientific and technical research, experiments, and tests of any kind, as well as to
encourage studies and research for both scientific and technical investigation and invention
by providing, subsidizing, endowing, or assisting laboratories, workshops, libraries, lectures,
and meetings.
4. To acquire land, buildings, machinery, plants, utensils, works, conveniences, and any other
movable and immovable properties of any description by concession, grant, purchase,
license, or other means, whether unconditionally or subject to conditions, alone or in
partnership with others, and any patents, trademarks, privileges, brevets d'invention,
licenses, protections, concessions, or concessions conferring any exclusive or limited rights
to any inventions, information, or knowledge. To achieve the primary goals of the Company,
manage, develop, or otherwise dispose of any securities of the Company or other assets in
the manner and for the consideration as may be deemed appropriate or expedient.
5. In accordance with the requirements of the Companies Act of 2013, to merge with any
other Company whose objectives are substantially the same as those of this Company.
6. To enter into any agreement with any government or authority, whether municipal, local, or
otherwise, or with any person or company in India or abroad, that may seem conducive to
the company's or any of its objectives, and to obtain from any such government or
authority persons or company any rights, privileges, charters, contracts, licenses, and
concessions, especially rights in respect of waterways, roads, and highways, which the
Company may carry out, exercise, and cooperate.
7. To request and obtain any order from the Central/State or other Authority necessary to
enable the Company to carry out any of its objectives, to implement any changes to the
Company's constitution, or for any other purpose that may seem appropriate, and to make
objections to any proceedings or applications that may appear to be aimed at harming the
Company's interests either directly or indirectly.
8. To partner up or sign into any agreement for a profit-sharing arrangement, union of
interests, cooperation, joint venture, reciprocal concessions, or any other type of business
or transaction that this company is authorized to conduct.
9. To buy, otherwise acquire, and take on all or any portion of the business, assets, rights, and
obligations of any corporation, firm, or individual operating under license from this
 Company or holding rights compatible with its objectives.
10. To promote, form, and register any company or companies, whether a subsidiary or
otherwise, with the aim of acquiring all or some of this company's properties, rights, and
liabilities; to transfer any such company any property; and to be interested in or take or
otherwise acquire, hold, sell, or otherwise dispose of any such company's shares, stock,
debentures, and other securities of all types.
11. To create accounts with any bank or financial institution, and to draw, make, accept,
endorse, discount, execute, and issue promissory notes, bills of exchange, dollars, bills of
lading, warrants, debentures, and other forms of negotiable or transferable instruments of
all kinds, as well as to purchase the same.
12. The company is authorized, in accordance with the Companies Act of 2013, along with its
associated rules, regulations, and directives from the Reserve Bank of India, to borrow,
raise, or secure funds for its objectives. This can be achieved through various means such as
promissory notes, bills of exchange, hundies, bills of lading, warrants, or other negotiable
instruments. The company may also establish credit lines or overdraft accounts with
individuals, firms, banks, or companies, with or without collateral. Additionally, it can issue
debentures or debenture stock, whether perpetual or otherwise, as a means of raising
funds, and may mortgage, pledge, or encumber its current and future assets, including
uncalled capital, as security for such borrowings. The company may also transfer or convey
these assets, either outright or in trust, and grant the lenders the authority to exercise
certain powers, including the power of sale. It's important to note that the company is
prohibited from engaging in banking activities as defined by the Banking Regulation Act of
1949.
13. To advance money that the company does not immediately need, to extend credit to
individuals, businesses, or organizations on terms that seem reasonable or expedient,
particularly to customers or others who have business dealings with the company, and to
provide guarantees or securities of any such individuals, businesses, or organizations as may
seem appropriate or reasonable, provided that the company does not engage in banking
activities within the meaning of the Banking Regulation.
14. To amend, administer, develop, exchange, mortgage, enfranchise, and sell all or a portion of
the Company's resources, undertakings, and properties in the manner and under the
conditions that the Company deems appropriate.
15. To pay any person or business for services performed or to be performed in connection
with the creation, promotion, or operation of the company, subject to the requirements of
the Companies Act of 2013.
16. To establish any depreciation fund, reserve fund, sinking fund, provident fund,
superannuation fund, or other special fund, whether for depreciations, repairs,
improvements, extensions, or maintenance of any of the Company's properties and assets,
or for the redemption of debentures or redeemable preference shares, worker's welfare, or
for any other purpose beneficial to the Company.
17. To provide for the welfare of employees or ex-employees of the company, including
directors and other officers, and the wives and families or dependents or connections of
such persons, by building or contributing to the construction of houses, dwellings, or chawls
 or by grants of money, pensions, allowances, bonus, or other such payments, or by creating
and periodically subscribing to provident fund and other associations, institutions, funds, or
organizations.
18. To assume and carry out any trusts that may appear appropriate to assume, whether
voluntarily or otherwise, in order to achieve the Company's primary objectives.
19. To obtain the company's incorporation, registration, or another form of recognition in the
nation, state, or location outside of India, as well as to build and maintain local registers and
branch locations for the primary business anywhere in the world.
20. To use whatever strategies seem most effective for spreading the word of the Company's
operations, including, but not limited to, print and electronic media, circulars in the press,
the purchase and display of works of art or other items of interest, the publication of books
and periodicals, the awarding of prizes or rewards, and the organization of exhibitions.
21. Wherever necessary, the firm would get the necessary authorization from the relevant
authorities before carrying out its goals and the actions required to achieve its objectives as
outlined in this memorandum of association.

IV. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if
any, on the shares held by them.
V. The Authorized Share Capital of the company is Rs. 1,00,000/- (Rupees One Lakh) divided
into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.