THE COMPANIES ACT, 2013 (COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL) (Under Section 8 of the Companies Act, 2013) ARTICLES OF ASSOCIATION or IIT ROORKEE DEVELOPMENT FOUNDATION PRELIMINARY 1. The regulations contained in Table H, in the First Schedule to Companies Act, 2013 shall apply except in so far as they have been specifically excluded, modified or varied by under these Articles to the Company. INTERPRETATION 2. (A) Definitions a) “Act” means the Companies Act, 2013, as amended from time to time and includes any re-enactment thereof, as notified, with effect from the date of such notification in the official Gazette of India; b) “Alumnus / Alumna’ is a graduat member of IIT Roorkee. c) Business Day” means any day other than a Saturday, Sunday or any day on which banks in India, are normally closed for banking business; , former student, retired staff and retired faculty d) “Donor” shall include an individual or group of individuals, a trust, a society, a foundation, a Company, a corporation, a government agency, a statutory authority, wherever incorporated or resident, that provides to IIT Roorkee, without expectation of they being returned, fund, assets, endowments or properties, for furthering the purposes of IIT Roorkee; €) “Director” means a director on the Board of the Company (including any duly appointed alternate director); f) “IIT ROORKEE” means the Indian Institute of Technology Roorkee, a body corporate established under Institute of Technology Act, 1961, having office at Roorkee, Uttarakhand, India. g) “Member” shall mean the subscribers of Memorandum and Articles of Association of the Company and who on its registration shall be entered as members in the register of members; h) “The Company” means IIT Roorkee Development Foundation, hereinafter referred to as IIT Roorkee Development Foundation; i) “the seal” means the common seal of the Company. (B) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act or any statutory modification thereof in force at the date at which these seus become binding on the company. a oy NOACTIVITIES OF THE COMPANY 3. The members acknowledge and agree to perform advancement activities for the furtherance of the objects of IIT Roorkee Development Foundation and IIT Roorkee and shall undertake the following activities globally: i. Exploration and evaluation of fund-raising prospects and strategies; ii, Facilitation and enhancement of fundraising activities; iii, Engaging with alumni segments/ corporates/ trusts/ foundations and such other potential Donors/ Philanthropists; iv. Development of long term, sustainable relationship with IIT Roorkee alumni segments/ corporates/ trusts/ foundations and such other potential Donors/Philanthropists; v. Promotion of various activities and programs conducted by IIT Roorkee in the field of education, research and practice; 4, A member shall undertake to perform all activities required to be undertaken to promote the objects of the Company as defined in its Memorandum of Association subject to restrictions in these Articles of Association. PRIVATE COMPANY AND MEMBERS 5. The Company shall be a Private Company limited by guarantee without share capital as defined under Section 2(68) of the Companies Act, 2013, more particularly ~ i, The number of its members shall be limited to two hundred; Provided that a. persons who are in the employment of the company; and b. persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and ii, prohibits any invitation to the public to subscribe for any securities of the company. 6. Accordingly, the minimum number of members with which the Company proposes to be registered is 2 (two). 7. Inthe addition to the subscribers to the memorandum, the Board may, by unanimous resolution, admit to membership, any persons who shall be members of the Company. 8. A person desirous of being a member has to deposit a guarantee of Rs. 1000 /- as submitted by the initial members of the company or as determined unanimously by the board, from time to time. 9. A right, privilege or obligation of a member by reason of membership of the Company: i. Cannot be transferred or transmitted to another person; and ii, Shall terminate upon the ccssation of membership. 10. Termination A member of the Company shall cease to be one, on the happening of any of the following events:i. On his becoming bankrupt or if he / she is found to be of unsound mind or he/she is convicted of an offence involving moral turpitude; ii, On his voluntary resignation; On his death; On winding-up or dissolution of the Company; v. Removal as a member pursuant to a resolution passed by the Board. REGISTER OF MEMBERS 11. Subject to the provisions of the Companies Act, 2013 a separate register of members shall be maintained in which shall be entered the names, addresses and such other information about each member as the Board of Directors may decide from time to time. GENERAL MEETINGS 12. All general meetings other than annual general meeting shalll be called extraordinary general meetings. i. The Board may, whenever it thinks fit, call an extraordinary general meeting. ii. If at any time directors capable of acting, who are sufficient in number to form a quorum, are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. 13. If at any time directors capable of acting, who are sufficient in number to form a quorum, are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. Subject to the provisions of the Act, the Company must hold its first Annual General Meeting within 9 (Nine) months from date of the closing of the first financial year of the Company and thereafter an Annual General Meeting must be held at least once in every year provided that not more than 15 (fifteen) months shall elapse between the date of one Annual General Meeting and that of the next. Each such Annual General Meeting must be held at such time and place as may be determined unanimously by the Board. 14, Subject to any relevant provisions of the Act, each member of the company must be given clear 14 (fourteen) days’ notice either in writing or through electronic mode together with a statement of business to be transacted and alll relevant written, information of any general meeting, specifying the place, day and hour of the meeting. Without prejudice to the provisions of the Act, with the written or electronic consent of not less than ninety-five per cent of the members entitled to receive notice of any particular meeting, that meeting may be convened by such shorter notice and in such manner as those members may think fit. PROCEEDINGS AT GENERAL MEETINGS 15. No business must be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. 16. The business of an Annual General Meeting is: to receive and consider the Company's balance sheet and the profit and loss account; ii, to receive and consider the reports of the Board and of the Company's auditor; and , Cesiii, 17. 18. 19. 20. 21. 22. 23. 24. 26. 27. 28. 29. to transact any other business which, under the Act or these articles of association, ought to be transacted at any Annual General Meeting and any business that may be included in the agenda for such Annual General Meeting. (7) Two (2) members, who shall be Nominees of the Board of the Governors of IIT ROORKEE, one of whom shall be the Director of IIT Roorkee whenever in office, present in person or represented by proxy shall be a quorum for general meetings. ‘Two (2) members, who shall be Nominees of the Board of the Governors of IIT Roorkee, one of whom shall be the Director of IIT Roorkee whenever in office, present in person or represented by proxy shall be a quorum for general meetings. Director of IIT Roorkee, whenever in office shall preside as the Chairperson of the Board of Directors and also Chairperson at every general meeting of the company. If there is no such Chairperson or if he is not present within 15 (fifteen) minutes after the time appointed for holding any meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting at which the show of hands takes place, or at which the poll is demanded, shall have a second or casting vote. Only a member of the Company can be appointed as a Proxy ‘The instrument appointing a proxy shalll be in writing and should be signed by the appointer or the attorney or the officer duly authorized by him. ‘The instrument appointing a proxy must be deposited at the Company's registered office not less than 48 (forty-eight) hours prior to the time for holding the general meeting or adjourned meeting at which the proxy proposes to vote. The appointment of a proxy for a general meeting will apply, unless revoked by the member, to any adjournment of that general meeting. An instrument appointing a proxy may be in the usual form, or any other form approved by the Board from time to time. A proxy appointed by a member of the Company shall not be authorized to speak at such meeting and shall not be entitled to vote except on a poll. A duly appointed proxy has the power to act generally, except to the extent to which the proxy is specifically directed to vote for or against any proposal, at general meetings of the Company on behalf of the relevant member. A vote given in accordance with the terms of an instrument appointing a Proxy will be valid notwithstanding the previous revocation of the appointment provided no intimation in writing of the revocation has been received at the Company's registered office before the meeting. Nothing contained in Section 101 to 109 of the Act, save and except Section 102 of the Act shall apply to the Company. ADJOURNMENT OF MEETING ‘The Chairperson may, with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting from time to time and form place to place. (or a Caer Fa tO’30. 31. 32. 33. 34. 35. 36. 37. 38. 39. @ No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 (thirty) days or more, notice of the adjourned meeting shall be given to all members as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. VOTING RIGHTS Each member shall have one vote. No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the Company have been paid. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairperson of the meeting, whose direction shall be final and conclusive. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer have been received by the Company at its registered office before the commencement of the meeting or adjourned meeting at which the proxy is used. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. INFORMATION RIGHTS OF MEMBERS The Company shall share with each Member the following information: Quarterly financial statements (including an income statement, a statement of cash flows, a balance sheet, a statement of capital expenditures, detailed break- down of working capital, and comparison to Operating Budget) within thirty days of the end of the relevant quarter, and annual audited financials within ninety days of the end of the Financial year; (b) Brief quarterly reports including a narrative describing the Company's progress © @ 40. during the prior quarter within thirty (30) days of the end of the relevant quarter; Activity Plan / operating Budget, no later than thirty (30) days prior to the beginning of each Financial Year. Any material information relating to the activities of the Company, including resignation of any officer or member of the senior management of the Company, immediately upon the occurrence of such material event and under any circumstances not later than thirty (30) days from the relevant event; and Any other information as may be reasonably requested by Members giving reasonable time for submission. OO oh ee41. 41. 42. 43. MANAGEMENT STRUCTURE ‘The members agree that the management structure of the Company will consist of: i. a ‘The Board of Directors; And any other committee as may be formed under the guidance of the Board of Directors. CONSTITUTION OF THE BOARD ‘The administration of the affairs of the Company shall be vested with the Board of Directors. ‘The maximum number of Directors of the Company shall be fifteen and minimum of two. ‘The following person/s shall be appointed as Ex-officio Directors of the company by virtue of their office in IIT Roorkee: (a) Director, IIT Roorkee (b) Deputy Director, IIT Roorkee (c) Dean of Resources & Alummni Affairs, UT Roorkee (a) Dean, Finance & Planning (ec) Dean, Sponsored Research & Industrial Consultancy ‘The Ex-oflicio Directors shall hold office as long as they hold these offices in IIT Roorkee. 44. The first directors of the Company are as under: (a) Mr. Ajit K, Chaturvedi (b) Mr. Manoranjan Parida (¢) Mr. Bhola Ram Gurjar (@) Mr. M.L. Sharma (e)_ Mr. Manish Shrikhande Each of the above mentioned First Directors shall hold the offices of the Directors in the company so long as they hold above-mentioned respective office in IIT Roorkee. 45. 46. 47. 48. 49. . Subject to the other provisions of these articles of association, the subscribers to the memorandum of association viz., IITR shall appoint five (5) number of directors to the Board. . The members may remove and replace any director appointed or nominated by it by giving notice to the effect to the Company and voted by 3/4th majority of the members attaining the meeting in favour of the proposal. . The directors shall not be entitled to any remuneration and shall discharge their duties purely in honorary capacity. . The directors may be paid all travelling, hotel and other expenses incurred by them: i. ii, In attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the Company; In connection with the business of the Company. ‘The Board shall be responsible to: a) by } provide guidance on resources needed to implement the activity / operating plan and operating budget; develop a growth strategy in accordance with the activity/ operating plan; ensure proper functioning of the business development team; ge hy50. 51. 52. 53. 54. d) establish and monitor the quality standards and the certification requirements, if any; ¢) ensure that all the statutory requirements are complied with and required Approvals are obtained, renewed and maintained current, and ) ensure compliance with Applicable Laws. ‘The Members further agree that the Board of Directors may invite certain persons of repute to form an Advisory Panel to assist the Board with its duties, provided that nothing shall oblige the Board to follow recommendations and/or suggestions made by such advisory panel. The code of conduct of the directors shall, at no point of time during the existence of this Agreement, be in conflict with the director's responsibilities and obligations associated with their positions held at IITR. No director in this Company shall incur any disqualification under Applicable Law. POWER OF BOARD OF DIRECTORS While exercising powers entrusted by this document or otherwise, no Director shall commit any breach of trust of the money, property or assets of the Company or cause any loss to the money, property or assets or commit fraud in the administration of the money, property or assets of the Company. Subject to the provisions of the Act and the Charter Documents, the Board of Directors shall exercise the following powers: (@) To manage and administer the Company, its properties and affairs and do all the things which shall fulfil the performance of the objects for which it is established. The Board may apply the whole or any part of its property towards the payment for expenses of the Company. (b) To open bank accounts, authorize any Directors to sign cheques on behalf of the Company and to operate all banking accounts of the Company and to receive payments, or to authorize any other person or persons to exercise such powers. (© To invest the funds of the Company in the manner not prohibited by any provisions of the Income Tax Act, 1961 or any applicable law. (4) To buy, sell, mortgage, grant, or otherwise alienate all or any of the properties of the Company in its discretion for adequate consideration (©) To delegate powers to any person in regard to the affairs of the Company. (® To accept grants/donations/subscriptions, land and building and other assistance from the Central Government, State Governments, or other public bodies or Authorities, or any other person, firm, company, trust, estate, organization in connection with the activities of the Company. (g) To appoint, suspend, dismiss or otherwise deal with the staff required for the administration of the Company, to frame rules relating to their salaries and other benefits and generally to exercise all powers ancillary and incidental to effectively carry out the objects of the Company. (h) To make, suspend, amend, withdraw and rescind rules and regulations for the management and administration of the Company. ee ly vol58 59, 60. 61 62 63. 64. 65. 66 67. (i) To institute, conduct, defend, compound, withdraw, compromise, adjust, refer to the arbitration or to do such things as are incidental and necessary, concerning the affairs of the Company and to sign and verify vakalatnamas, pleadings, affidavits and other powers in regard to these or any other matter of the Company or any other matters related thereto. () To frame rules, for the conduct of the affairs of the Company and its transactions and activities; (k) To establish any committees as it may deem fit and proper. PROCEEDINGS OF THE MEETINGS OF BOARD The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. The Director may by himself or on requisitioning by the Manager or the Secretary, at any time, summon a meeting of the Board. Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. Inc of equality of votes, the Chairperson of the Board, if any, shall have a second or a casting vote. ‘The continuing directors may act notwithstanding any vacancy in the Board, but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the Company, but for no other purpose. The Director of IIT Roorkee shall be the chairperson of the Company. In his absence, the Board may elect the Chairperson of its meetings. ‘The Board may, subject to the provisions of the Act, delegate any of its powers to any committee / committees consisting of such member / members of its body as it deems fit. Any committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board. A committee may elect a chairperson of its meetings. If no such chairperson is elected, or if at any meeting the Chairperson is not present within 15 (fifteen) minutes after the time appointed for holding the meeting, the directors present may choose one of their members to be chairperson of the meeting. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote. All acts done by any meeting of the Board or a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. gh ee et OO”68. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the board or a committee thereof, for the time being entitled to receive notice of a meeting of the board or committee, shall be as valid and effective as if it has been passed at a meeting of the board or committee, duly convened and held. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF 69. 70. 71. 72. 73. 74. 75. FINANCIAL OFFICER Subject to the provisions of the Act- a) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the board for such term, at such remuneration and upon. such conditions as it thinks fit, and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board. A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by it being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. ACCOUNTS The Company shall keep proper books of Accounts as required under Section 128 of the Companies Act, 2013 or any statutory modification thereof for time being in force, as far as the same may apply to the Company. ‘The books of account shall be kept at the Registered Office of the Company or at any other office of the Company as directors shall think fit as per the provision of the Act. All funds of the Company shall be used exclusively for the furtherance of the objects of the Company. THE SEAL The Board shall provide for the safe custody of the Seal. ‘The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board, and except in the presence of at least 1(one) director and of the secretary or such other person as the Board may appoint for the purpose; and the director and the secretary or other person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence OO el oe