Published on March 4, 2014
MEMORANDUM OF ASSOCIATION OF VITARANN SOCIAL FOUNDATION (COMPANY LIMITED BY SHARES NOT FOR PROFIT UNDER SECTION 25 OF THE COMPANIES ACT, 1956) I. The name of the Company is VITARANN SOCIAL FOUNDATION II. The registered office of the Company will be situated in the State of Karnataka. III. The objects for which the Company is established are as under: (A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED ON ITS INCORPORATION ARE: To create a volunteers network for charitable purposes and develop a distribution network to channelize resources to the needy (B) OBJECTS INCIDENTAL OR ANCILLIARY TO THE ATTAINMENT OF THE MAIN OBJECTS: 1. To seek, identify, evaluate and select organizations working for the welfare of public at large, and monitor the usage of funds, carry out performance evaluations and obtain reports on a regular basis; to ensure that recipient organizations are transparent in their reporting, keep records and document evidence, and make these available to givers (donors) regularly; and to ensure that donors have access to information regarding how their contributions were utilized; to carry out projects for the welfare of public at large, to provide professional inputs, support and training as and when required to by welfare organizations and donors and to create forums for workshops, seminars, meetings between donors and welfare organizations. 2. To promote the practice of giving, through advertisements, promotions, fund-raising programs and campaigns, presentations and such other actions that lead to creating a feeling in individuals, corporate, organizations and the public at large, that it is a matter of great pride to give for a good social cause, using a wide range of media including, but not limited to, television, print, radio, websites, internet portals, and all other means of electronic communication. 3. To make advances upon or for the purchase of land, buildings, houses, offices, flats, apartments, shops and/or construction thereof or for materials, goods machinery and stores required for company’s activities. 4. To set up or to cause to be set up by itself or with other organizations or individuals, a rating agency or agencies to rate the organizations who receive funds from various 1
sources for charitable purposes or for the welfare of public at large; to seek and obtain ratings, reports, analyses, findings and recommendations from such agencies; and to oversee through various mechanisms, the functioning of such agencies. 5. To set up or cause to be set up charity portals, internet websites, e-commerce services, and other internetbased services in order to actualize the aforesaid objects; and to engage in e-commerce transactions for the same 6. To incur debts and obligations for the conduct of any business of the Company and to purchase or hire goods, materials or machinery on credit or otherwise for and business or purpose of this Company. 7. To improve, manage, work, develop, alter, exchange, lease, mortgage, turn to account, abandon, or otherwise deal with all or any part of the property, rights and concessions of the Company, and to manufacture any articles or render any services with utilization of machineries, equipments and assets belonging to the Company. 8. To raise funds through activities and sources including, but not limited to, events, programs, charity shows, payroll giving, donations, corpus and recurring grants from government and other sources, one-off contributions, e-commerce transactions; by securing from individuals, corporate and other organizations, a percentage or fixed amount as contribution from the sale of their various products and services; and through the sale of various articles, goods and services produced or rendered by various organizations working for the welfare of public at large, or on their behalf and to disburse funds raised through such and other mechanismsto charitable organizations or activities, or such individuals and organizations working for the welfare of public at large, who have been identified and selected for this purpose. 9. To acquire or amalgamate with any other company whose objects include objects similar to those of this Company, whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertaking,subject to liabilities of this or any such other company as aforesaid, with or without winding up or by sale orpurchase (for fully or partly paid-up shares or otherwise) of all the shares or stock of this or any such other company as aforesaid, or by partnership or in any other manner and to acquire the properties and or businessof any person/s having dealings with the Company, in settlement of the Company's dues to carry on such business. 10. To enter into partnership, joint venture, consortiums, Association, or into any other arrangements for the sharing of profits, union or interest, co-operation, joint venture reciprocal concessions or otherwise, with any person, firm or company carrying on or engaged in or about to carry on or engage in any business or transaction whether this Company is authorized to carry on or engage in any business or transaction whether this Company is authorized to carry on or engage in any business or transaction whether this Company is authorized to carry on the same or not, engage in or any business or 2
undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the Company and to lend money, to guarantee the contracts of or otherwise assist any such persons, firm or company and to take or otherwise acquire and hold shares or securities of any such person, firm or company and to sell, to reissue with or without guarantee or the same. 11. In relation with the business of the Company to guarantee the payment of money secured or unsecured by or payable under or in respect of promissory notes, bonds, debentures, debenture-stocks, contracts, mortgages, obligations, instruments and securities of any company or any authority, supreme, municipal, local or otherwise or of any person howsoever, whether incorporated or not incorporated and generally to guarantee or become sureties for the performance of any contracts or obligations. 12. To enter into any agreement with any Government or authorities (municipal, local or otherwise) or any corporations, companies, or persons, or any cooperative society or organization or institutions in any part of the World which may seem conducive to the Company's object or any of them and to obtain from any such Government authority, corporation, company or person any contracts, rights, moneys, privileges and concessions which the Company may think desirable and to carry out, exercise and comply with any such contracts, rights, privileges and concessions. 13. To pay all the costs, charges and expenses of and incidental to the promotion and formation, registration and establishment of any company and the issue of its capital including costs, charges, expenses of negotiations and contracts and arrangements made prior to and anticipation of the formation and incorporation of the Company. 14. To procure the other recognition of the Company in any country, state or place and to establish and regulate agencies for the purpose of the Company's business and to apply or join in applying to any Parliament, Local Government, Municipal or other authority or body, Indian, British, Colonial or Foreign, for any Acts of parliament or Legislature, laws, decrees, concessions, orders, rights or privileges that may seem conducive to the Company's objects or any of them and to oppose any proceedings or application which may seem calculated directly to prejudice the Company's interests. 15. To open account or accounts with any individual, firm or company or with any bank or banks and to pay intoand to withdraw moneys from such account or accounts. 16. To establish and support or aid in the establishment of and support associations, institutions, companies,societies, funds, trusts and conveniences for the benefit of the employees or ex-employees or of personshaving dealings with the Company or the dependents, relatives or connections of such persons and inparticular friendly or other benefit societies and to grant pensions, allowances, gratuities and bonuses eitherby way of annual payments or by way of lump sum and to make payments towards and to make 3
paymentstowards insurance and to form and contribute to provident and benefit funds, to or such persons. 17. To obtain any Act of Central or State Legislature, provisional order, license or autonomous body or authorityfor enabling the Company to carry out any of its objects into effect or for effecting any modification of theCompany constitution, or for other purposes which may seem expedient and to oppose any proceedings orapplication which may seem calculated directly or indirectly or prejudice the Company's interest/s. 18. To provide for the employees of the Company or and the wives, widows and families or the dependents orconnections of such persons by building or contributing to the building of houses or dwelling or quarters or bygrants of money, pensions, gratuities, allowances, bonuses, or benefits or any other payments or by creatingand from time to time subscribing or contributing to provident funds and other associations, institutions, funds,or other schemes or trusts and by providing or subscribing or contributing towards places of instruction,recreation, hospitals and dispensaries, medical and other attendance and assistance as the Company shallthink fit. 19. To establish and maintain or procure the establishment and maintenance of any contributory or noncontributorypension or superannuation funds for the benefit of and give or procure the giving of donations,gratuities, pensions, allowances, or emoluments to any persons who are or were at any time in theemployment or service of the Company or of any company which is a subsidiary of the company or is allied toor associated with the Company or with any such subsidiary company or who are or were at any timeDirectors or officers of the Company or of any such other company as aforesaid and the wives, widows,families and dependents of any such persons, and also to establish and subsidies and subscribe to anyinstitutions, associations, clubs or funds calculated to be for the benefit of or advance the interests and wellbeingof the Company or of any such other company as aforesaid and make payments to or towards theinsurance of any such person as aforesaid and do any matters aforesaid either alone or in conjunction withany such other company as aforesaid. 20. To employ experts to investigate and examine into the conditions, prospects, value, character andcircumstances of any business concerns and undertakings having similar objects and generally of any assets,property or rights. 21. To undertake, carryout, promote and sponsor any activity for publication of any books, literature, newspaper,or for organizing lectures, conferences or seminars, workshops, training programmers likely to advance theaforesaid objects or for giving merit awards, scholarships, loans or any other assistance to institutes,deserving students or other scholars or consultants or person to enable them to pursue their studies orpursuits of research and for establishing, conducting or assisting any institution, fund, trust having any one ofthe aforesaid objects as one of its objects. 4
22. To create any Depreciation Fund, reserve Fund, Insurance Fund or any other Special Fund, whether fordepreciation or for repairing, improving, extending or maintaining any of the property of the Company, or forany other purpose conducive to and in the interest of the Company. 23. To appeal, solicit, receive or accept any grants of money, equipment, land, building(s), gift(s), subscription(s), donation(s), contribution(s) or any other assistance from Government, public bodies, Urban, Local, Municipal District and other bodies, corporations, companies, any person or persons or others, on such terms and conditions and subject to the law of land for the furtherance of the objects of the Company and which may be acceptable to the Managing Committee, and to conform to any proper conditions on which such grants and other payments may be received. 24. To refer to or agree to refer any claims, demands, disputes or any other question by or against the Companyor in which the Company is interested or concerned and whether between the Company and the member ormembers or his or their representatives, or between the Company and third parties, to arbitration and toobserve and perform and to do all acts, maters and things to carry out or enforce the awards. 25. To establish, settle, promote, form, undertake or to execute any public charitable or welfare trust for thebenefit of employees, ex-employees, directors, their dependents and general public or for the developmentand advancement of any activity in the field of education, healthcare, public welfare, science, for their benefit. 26. To prescribe standards of proficiency and to award certificates, diplomas, degrees, associate ships,fellowships, chartered fellowships and other distinctions. 27. To transfer employees of any category or grade, from and to any institution, division or organization established, owned, managed, assisted, financed or promoted by the Company, and to retain or employ skilled professionals or advisors in connection with the objectives of the Company and topay professional fees or remuneration as may be thought fit to those who are not members of the Company. 28. To establish, promote, organize, undertake, manage, build, construct, equip, modernize, develop and operate,in any part of India or elsewhere, mobile libraries, libraries, reading rooms, books, magazines, videocassettes, audio cassettes, compact discs, CD-ROMs, micro films and photographs, cuttings and otherpublications, including but not limited to newspapers, books, periodicals, pamphlets, leaflets, circulars or posters, either on paper or on electronic mode or otherwise, printed and published by the Company that may be considered desirable for the promotion of, or carrying out of, any of the objects of the Company, and issue any of the above through membership andperiodical fees, at subsidized rates or on free of cost basis, to members,organizations, institutions, individuals or to the public at large. 5
29. To apply, approach, purchase, tender, auction, hold, protect, prolong, work, use or otherwise to acquire,renew, or dispose off in any part of the world, any patents, copyrights, trade secrets, secret processes,information know-now, formulae, inventions, trademarks, mono, logos, designs, designs, licenses,concessions and the like, conferring any absolute, exclusive, non-exclusive, limited, temporary or permanentrights to work the same and to use, develop, exercise or grant license in respect of, or turn to account theproperty, rights or information so acquired and to expend money in experimenting upon or testing or improvingsuch patents, inventions, rights, designs or information’s. 30. To undertake, conduct, organize, aid, finance, encourage and participate in, seminars, workshops,conferences, congresses, conventions, councils, tutorials, lecture series, and group discussions in India andabroad. 31. To pay all expenses preliminary or incidental to the formation of the Company and its registration either incash or by issue of securities or partly in one or partly in any other manner. 32. To incorporate, float, form, constitute and promote any company or companies for the purpose of acquiring allor any of the property, rights and liabilities of this Company, or for carrying on any activity which this Companyis authorized to carry on or for any other purpose which may seem directly or indirectly calculated to benefitthis Company. 33. To write, publish, advertise in all the visual as well as printed media on the environment related matters both in India and elsewhere in the World and to collect, classify and circulate statistics and other information related to environmental matters. 34. To maintain a Library of books, journals and publications our paper or on electronic mode or otherwise of all environment related activities and the information of the organizations, groups and individuals so as to diffuse technical and other information amongst its members and concert measures for advancing education in environmental related activities. 35. To promote awareness among the public and educate them by conducting contact classes including associating with any University, Research and Development Institution, Educational Body or engage in academia – co-operation. 36. To take necessary steps to protect the environment by legal recourses and to help all the organizations, groups and individuals who take initiative to protect the environment by legal recourses. 37. To provide, regulate and maintain suitable buildings, rooms, office and commercial space, canteen, restaurant, lodgings and the like, with all advanced communication and business equipment / facilities for use by Members or otherwise. 6
38. To build, erect, acquire by purchase, lease, rent or otherwise lands, buildings, rooms, office and commercial space, and any other property, movable and immovable which the Company from time to time deem necessary for use. 39. To accept any bequest, gift, donation or subscriptions towards or to accumulate and provide a fund or an endowment and to invest the same and apply the income arising there from, or to resort to the capital thereof for any of the objects of the Company. 40. To sell, modify, demolish, alter, improve, manage, develop, exchange, lease or let, sublease, mortgage, dispose or turn to account or otherwise deal with all or any of the properties of the Company, whether moveable or immovable. 41. To organize and establish branches in important places in India or elsewhere in the world in wherever necessary the opinion of the Company and make the necessary arrangements for the transaction of business in such places. 42. To affiliate, subscribe to or become a member, of and co-operate with, to aid or to receive aid from other organizations and groups its constituents and affiliates or any other society or association whether incorporated or not whose objects are wholly or partly identical with or similar to those of the Company and procure from and to communicate to any such association such information as may be likely to further the objects of the Company, whether they are situate in India or elsewhere in the World. 43. To purchase, take over or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements or any one or more societies, institutions, associations, companies or organizations. 44. To transfer all or any part of the property, assets, liabilities and engagements of this Company to any one or more societies, institutions, associations, companies, organizations. 45. To hire and employ executives, managers, officers, secretaries, office assistants, clerks, servants, workmen and pay them salaries, wages, honorarium and investments for services rendered to the Company. 46. To collect subscriptions, donations and other payments from members and to borrow or raise any moneys required for the purpose of the Company upon such terms and in such manner and on such securities as may be determined and in particular by the issue of debentures, books charged upon all or any of the properties of the Company. 47. To invest funds of the Company not immediately required in such manner as may, from time to time, be determined. 7
48. To borrow or raise money which may be required for the purpose of the Company upon bonds, bills of exchange, promissory notes or other obligations or securities of the Company or by mortgage or charge of the Company’s property. The Company shall not carry on the business of banking as defined under the Banking Regulation Act, 1949. 49. To secure the co-operation and support of similar organizations, associations or bodies its constituents and its affiliates in other Countries for the purpose of achieving the above objects. Provided that the Company shall not support with its funds, or endeavor to impose on or procure to be observed by, its members or others, any regulation or restrictions which, if an object of the Company, would make it a trade union. C. OTHER OBJECTS Nil. IV. The objects of the Company extend throughout India. V. 1. The income and property of the Company when so ever or howsoever, derived, shall be applied solely for the promotion of its objects as set forth in this Memorandum. 2. No portion of the 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 are at any time are, or have been members of the Company or to any one or more of them or to any person claiming through anyone or more of them. 3. Except with the previous approval of the Central Government, no remuneration, or other benefit in money or money’s worth shall be given by the Company to any of its members, whether they are officers or servants of the Company or not, 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. 4. Except with the prior approval of the Central Government, no member shall be appointed to any office in the Company, which is remunerated by salary, fees, or in any other manner. 8
5. Nothing shall prevent the payment by the Company in good faith of reasonable remuneration to any of its officers or servants or to any other person in return for any services actually rendered to the Company. VI. 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 of by the Registrar of Companies, Karnataka. VII. The liability of the members is limited. VIII. The authorised share capital of the company is Rs.1,00,000/- (Rupees One Lakh only) divided into 10,000 (Ten Thousand) Equity shares of Rs.10/- (Rupees Ten only) each. IX. 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 for the inspection by the members. 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. X. 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 its objects similar to the objects of this Company, to be determined by the members of the Company at or before the time of dissolution or in default thereof, by the High Court of Judicature that has or may acquire Jurisdiction in the matter. 9
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