ARTICLES OF ASSOCIATION OF RAJPATH CLUB LIMITED

Transcription

1 ARTICLES OF ASSOCIATION OF RAJPATH CLUB LIMITED Interpretation 1. In this regulations, a) 'The Act' means the Companies Act, 2013 or any statutory modification or re-enactment thereof for the time being in force in India. b) The club means the Rajpath Club Limited c) 'Articles' means these Articles of Association as originally framed or as altered from time to time. d) 'Member' means the subscriber to the memorandum of the company and every other person who agrees in writing to become its member and whose name is entered in the register of members of the company and includes the life member, ordinary member, nonresident member, institutional member and non-indian institutional member. e) 'The Seal' means the Common Seal for the time being of the Company. 2. The marginal notes hereto shall not affect the construction hereof and in these presents, unless there is something in the subject or context inconsistent herewith. 3. Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof. Members 4. The maximum number of members shall be but the managing committee may from time to time whenever the company or the business of the company requires increase the number of members as may be required. 5. The subscriber to the memorandum of the company and every other person who agrees in writing to become its member and admitted to be the member as ordinary member of the company by the managing committee and including the life member, non-resident member, institutional member and non- institutional member shall be the members of the company.

2 Class of Members 6. There shall be the following classes of Members: A) Members having voting rights: a) Life Members b) Ordinary Members c) Institutional Members d) Non-Indian Institutional Member B) Members without voting rights: a) Temporary Members b) Honorary Members c) Gymkhana Members d) Service Members e) Junior Members f) Non-Resident Members There may also be such other classes of Members as may be determined by the Managing Committee from time to time. Eligibility to admission as member 7. Any individual person who has completed the age of 18 years and is Indian resident and is received in general society shall be eligible to be admitted as member of the Company, subject to the approval of Managing Committee or sub-committee appointed for the purpose. However, the following persons shall not be eligible to be admitted as the member of the company: a) A person of unsound mind b) An un discharged insolvent c) A person who has been convicted by any court of any offence involving moral turpitude d) Any other person who in the opinion of the managing committee is not eligible to be admitted as the member of the company Life Member 8. A Life or Institutional Life Member of the Company who has agreed in writing to be abide by the Memorandum and Articles of Association and Bye-Laws of the Company in force, will be entitled for all rights and privileges as are available to the members of the company and shall have right to attend and vote at the meetings of the company and will not be liable to pay any monthly or yearly subscription whatsoever. However, he will have to pay fees for playing games and charges for other activities.

3 Institutional Member 9. Any company or institution, which is registered under the Indian Companies Act, or Societies Registration Act or under any other Act including a Corporation, Body or an Association established under a special or general Act of the Central and any State Legislature shall be eligible to be admitted as an institutional member of the Company and a Nominee of such institutional member will subject to the provisions of these Articles, be entitled to the same rights and privileges and will be subject to the same responsibilities as an ordinary member. Non-Indian Institutional Member 10. Subject to permission under appropriate law, the Club may enroll and admit a foreign company incorporated under the law of any other country and having place of business or an office in India, as member of the Club on such terms and conditions and payment of such fee as may be decided by the Managing Committee of the Company, which shall not be less than the fee payable by an Indian Institutional member. On enrolment and admission such foreign company will be known as Non-Indian Institutional Member. Nomination by Institutional Member 11. Any company / Institution becoming a Member as per Article 9 and 10 shall have right to nominate two persons as its representative, who are otherwise eligible to be admitted as member of the company, subject to the previous approval by the managing committee who shall be treated as members of the Company. The company / institution may have right to change or alter the nominee by giving to the company an advance notice of not less than 15 days and such nomination/s may be changed from time to time in such a way that not more than two nominated representatives will remain members of the Company at a time. Provided, however that any one of the said nominee/s will be entitled to vote at any General Meeting of the Company or to contest for the post of the member of the Managing Committee.

4 Temporary Member 12. Any person temporarily resident in India or otherwise eligible to be a member of the Company may be admitted as temporary member for a period not exceeding three months in a calendar year on payment of such amount as may be determined by the Managing Committee from time to time. Honorary Member 13. Any distinguished visitor, celebrities whether national or foreigner or any other person of a distinct personality visiting to India who is otherwise eligible to be a member of the Company may be admitted as honorary member for such period and on such terms as may be thought fit and proper by the managing committee. Such members shall not be required to pay any fees or subscription for membership. Gymkhana Members 14. Gymkhana Members mean and include spouse and member s children below the age of 18 years and unmarried daughter/s who shall have all rights and privileges as if they are ordinary members of the company. However the Gymkhana Members shall neither have voting right nor they shall be qualified to contest the election as committee member. The Managing Committee or the Balloting Committee duly appointed by the Managing Committee shall have the power to enroll any person who is a spouse of deceased member upon application made to the club. In case of sudden accidental death of both the parents, their legal heir will get membership right as per law. Managing committee may prescribe any rules & regulations relating thereto. Service Members 15. The Managing Committee or the Balloting Committee duly appointed by the Managing Committee shall have the power to enroll any person who is in service of Government of India or Any state government having a rank not below of class I. Managing committee may prescribe any rules & regulations relating thereto. Junior Member 16A. Junior Members (Members Children Category)

5 a) The Managing Committee or the Balloting Committee duly appointed by the Managing Committee shall have the power to enroll any son or daughter of the existing member of the club residing in India or abroad to be Junior Member of the club, through his/her guardian. b) The person who has attained and completed the age of 6 years may be admitted as Junior Member through his/her guardian. c) As regards entrance fees Junior Member shall pay such fees as may be decided by the Managing Committee from time to time. d) On attaining Completion of 18 years of age, a Junior Member, on application and furnishing Birth Certificate to the club, will become Ordinary member on payment of the difference of the fees payable by an ordinary member and thereafter shall enjoy the status of an Ordinary Member. Till that time, Junior Member will not have any voting right. e) Any privilege given to junior members regarding concession in entrance fees shall be availed only once in life time. 16(B). Junior Members (Others) a) The Managing Committee or the Balloting Committee duly appointed by the Managing Committee shall have the power to enroll any person who has completed the age of 10 years but is below 18 years and residing in India or abroad to be a Junior Member of the Company through his/her guardian. b) The Junior Members under this category shall pay the fees as applicable in case of Life or Ordinary Member of the Company. However, such junior members shall not have the voting rights or right to contest the election as Managing Committee Member and he/she will not be allowed to use card room and residential rooms of the club and their guardians shall be liable for all the charges and activity fees due to them. c) On attaining the age of 18 years, a Junior Member under this category on application and furnishing birth certificate to the Club, will become ordinary Member and shall enjoy the status of an Ordinary Member.

6 Admission of the Member s kids and Parents 17A. The Managing Committee shall have powers to admit Member s Son /Daughter as Member of the Company on payment of the amounts in six (6) equal installments to be paid within a period of 12 (twelve) months, as per prevailing rates. The Managing Committee may from time to time determine, alter or cancel or discontinue the power to admit member s son/daughter as member under the said Article 16A. The said person shall be allowed to enter or use the club facilities only on payment of the full and final installment. 17B. The members parents who have attained the age of 60 years and above will be allowed to enter and use the club facilities as a guest and a separate smart card will be issued to them so as to allow them to use the club facilities for unlimited period. However, the said facility will be subject to payment of guest charges and the member s account will be accordingly debited. The Managing Committee shall have power to discontinue/suspend the said facility. Rules and Bye-Laws for Admission 18A. The Managing Committee shall have absolute power to frame rules and bye-laws from time to time providing the manner in which terms and conditions subject to which ordinary members and other members may be admitted to the membership of the Company and such bye-laws shall form part of this Articles. 18B. The Managing Committee shall have absolute discretion whether or not to admit any person to any Membership. The Managing Committee has power to delegate this power to any committee formed by it, however, whenever the Managing Committee considers the question of taking new members, an heir of a deceased member shall be given prior consideration on payment of the prevailing entrance fees. 18C. The Managing committee shall have power to frame code of conduct for all classes of members and each member of the club shall observe and abide the said code of conduct. Admission Fee

7 19. The Managing Committee will have the powers to admit any person as Member of the Company in any of the following categories on payment of the amounts mentioned against each category. However, the Managing Committee will have power to revise the amounts of said figures from time to time. Life Members Ordinary Members Not less than Rs.10,00,000/- Non-Resident Members Not less than Rs.10,00,000/- Institutional Life Members Not less than Institutional Ordinary Not less than Rs.15,00,000/- Gymkhana Members Not less than Rs.1000/- Service Members Not less than Rs.7,500/- Subscription Fees 20. The Managing Committee may from time to time, determine, alter and cancel the fees and subscriptions payable by different Members for participating in various activities of the company and make Bye- Laws for the same and also for determining the terms and conditions for the payment thereof. Transfer of Membership 21. The Managing Committee and/or any Sub Committee constituted by the Managing Committee for the purpose, may accept a request for transfer of his/her membership from an Ordinary Members to his/her relative as defined under Section 2(77) of the Companies Act, 2013 or to any other person, subject to proposed transferee being a person first approved by the Managing Committee/Sub Committee, and on payment of such transfer fee for being admitted as a Member, and after such approval has been obtained on payment to the club of transfer fee as may be decided by the Managing Committee from time to time which shall not be less than Rs.1,00,000/- for relatives as defined under Section 2(77) of the Companies Act, 2013 and Rs.2,00,000/- for other persons for as may be prescribed by the managing committee from time to time. The managing committee shall have power to frame Bye-Laws and prescribe forms for the said purpose. Provided that such transfer of membership shall be allowed only to when proposed transferee/incumbent must have completed the age of 18 years and otherwise eligible to be admitted as the member of the company. The proposed transferee/incumbent member shall fill up

8 the requisite form of membership and shall agree to abide by the provisions of the Companies Act, 2013, Memorandum and Articles of Association and Bye-Laws of the Club and accept to discharge the liability of the outgoing member, if arisen in future or in terms of Guarantee Clause of Memorandum of Association of the company Provided further that the Managing Committee/Sub Committee shall have the absolute right to approve or reject any proposed transferee /incumbent member 22. In the event of death of the ordinary/life member, the membership shall be transferred without any fee to the legal heir of the deceased member on production of the letter of probate or succession certificate. Pending the transfer of membership to spouse of the deceased member he or she shall continue to avail the facilities as a gymkhana member. Surrender of Membership 23. Subject to the provisions of law as applicable to the surrender of the membership of a club an Ordinary/Life Member of the Club would be entitled to surrender his membership to the club by making an application to the Managing Committee in a prescribed form. On receipt of such application, the same shall be entered in a Register to be maintained by the club and depending upon the availability of the funds and other relevant circumstances, as may be decided by the Managing Committee from time to time, such application will be dealt with on the basis "first come first served" basis by payment of surrender value to be decided every year by the Managing Committee of the Club. The surrender value of the membership and the number of applications to be accepted in a given year shall depend upon the sole discretion of the Managing Committee of the club and will be subject to fulfillment of such terms and conditions as may be decided by the Managing Committee from time to time and the Managing Committee shall have powers in the ordinary category irrespective of the category of membership held by the original member surrendering his/her membership. Consequence of transfer/surrender of membership 24. All transferee members admitted by the Club in relative category whether from life or Ordinary Membership shall be given Ordinary Membership or Life Membership held by the transferor and in case of an applicant for membership in lieu of surrendered membership

9 vacancy he will be given in the ordinary category only irrespective of status enjoyed by the original surrendering member. The membership of a transferor/surrendering member notwithstanding anything contained herein these Articles of Association of the club, shall automatically cease on the transfer/surrender becoming effective and the earlier status of his/her membership also shall cease automatically and the new transferee member in Ordinary Membership category shall pay to the club annual fee as payable by the Ordinary Members from time to time. Cessation of Member 25. A member shall automatically cease to be a Member of the Company: (i) If he/she voluntarily resigns by a letter addressed to the (ii) (iii) (iv) (v) (vi) (vii) (viii) President of the Company, or If he /she is adjudged as insolvent, or If he/she is convicted by a competent court of an offence involving moral turpitude, or If he/she fails to pay the amount due by him/her to the company for a period of 30 clear days as mentioned elsewhere in these articles If he/she is expelled by the company as per the provisions of Article 27 hereof, or If he or she is declared as lunatic by a competent authority, or on his /her death In the case of Institutional Membership, if the company or the body corporate is wound up. 26. If any member fails to pay the subscription fee or bills to the Company after the same has become payable by him/ her to the Company, the same shall be demanded by the Company by Registered Notice / sent to his / her Registered Address or in the case of Institutional Member to his office address and Non- Resident member to his/ her local address and his/ her name will be placed on the company s Notice Board / website. If he/ she fails to pay such amount within thirty days of the receipt of such notice, he/she shall automatically cease to be a Member of the Company and thereafter his/her name shall be struck off from the Register of Members. However he/she may be readmitted without any fresh entrance fee on his/her assigning to the Managing Committee

10 reasons which they in their sole discretion may consider satisfactory for his/her having failed to pay such subscription fees, or bills and on his/her paying the amount thereof and also any subscription fees and other amount falling due during the interval or which would have so fallen due during the interval, had he/she continued to be a member with interest or cost as may be determined by the managing committee. No member who has been given the aforesaid notice shall be entitled to exercise any right of Membership thereafter unless and until he/she is readmitted as aforesaid. Such Member shall also not be allowed to take part in the activities of the Company even as a guest till he/she pays all the aforesaid dues. Expulsion of Member 27. If any member shall refuse or neglect to comply with any provisions of the Memorandum or of these Articles or any Bye-Laws made there under or shall be guilty of such conduct as the Managing Committee considers likely to endanger the harmony or interest of the Company, such member shall be expelled by a resolution passed unanimously by the Managing Committee. Provided that he/she should have been given opportunity of being heard orally or in writing by a notice of not less than fourteen days before the passing of the resolution by a registered post addresses to him/her at his/her last known address. It shall always be in the power of the Managing Committee to exclude such member from the Company till such resolution is passed or rejected. On the passing of such resolution the Member shall forthwith cease to be a member of the Company and shall not have any claim against the Managing Committee or the Company but any yearly fees or subscriptions paid in advance after adjusting the same towards the dues by him/her shall be refunded. No appeal shall lie against the decision of the Managing Committee. 28. Person ceasing to be member as per Article 25 shall not be eligible for re-admission. VOTES OF MEMBERS 29. Save as provided herein this article every member of the company shall have one vote.

11 30. A member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by his committee or other legal guardian. 31. No member shall be entitled to vote or to propose or second the name of other member for election or to contest the election at any General Meeting unless all sums payable by him/her for the bills issued to him/her prior to the date of notice of the said meeting have been paid by him/her to the Company. 32. 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. 33. Any such objection made in due time shall be referred to the Chairman of the Meeting, whose decision shall be final and conclusive. 34. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. 35. No member shall be entitled to appoint a proxy to attend and vote instead of himself at any General Meeting of the Company. 36. Temporary Members, Non-Resident Members, Honorary, Gymkhana and Service Members shall not be entitled to receive notice of, or to attend or to vote at any General Meeting of the Company nor shall they be entitled to be a Member of the Managing Committee or any Sub- Committee thereof nor shall they be entitled to hold the post of President, or Sr.Vice-President or Vice president or Hon. Secretary or Hon. Jt. Secretary or treasurer of the Company. In all other respects subject to the provisions of these Articles or any Bye-Laws for the time being in force. Temporary, Non-Resident, Honorary, Gymkhana and Service Members shall be subject to the same duties and liabilities and shall enjoy the same rights and privileges as Ordinary Members. GENERAL MEETINGS 37. All General Meetings other than Annual General Meeting shall be called Extraordinary General Meetings. 38. Subject to the provisions of Section 100 of the Companies Act, 2013 the Managing Committee may whenever it thinks fit call an Extraordinary General Meeting, and on a requisition made in writing by such number of members as have at the date of deposit of the requisition not less

12 than one tenth of the total voting power of all the members having at the said date a right to vote in regard to the matter shall call an Extraordinary General Meeting. PROCEEDINGS AT GENERAL MEETINGS 38A. No business shall be transacted at any general meeting unless a quorum of members is present at the time when meeting proceeds to business. 38B. Save as herein otherwise provided, Twenty Five Members present in person and entitled to vote shall be quorum. 38C. If within half an hour from the time appointed for holding the meeting, a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved. 38D. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Managing Committee may determine. 38E. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 39. The President of the Company and in his absence the Sr.Vice-President or Vice president shall preside as Chairman at every General Meeting of the Company in order. 40. If the President or the Vice-President is not present within fifteen minutes after the time appointed for holding the general meeting, or is unwilling to act as Chairman of the meeting, the members of the Managing Committee present, shall elect one of their Member to be the Chairman of the Meeting. 41. If at any meeting no member of the Managing Committee is willing to act as Chairman or if no such member is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their member to be Chairman of the Meeting. 42. The Chairman may, with the consent of any meeting which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place.

13 43. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 44. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. 45. 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. 46. In the case of an equality of votes, whether on a show of hands or by ballot. the chairman of the meeting shall be entitled to a second or casting vote. 47. Any business other than that upon which voting by ballot has been demanded may be proceeded with, pending the voting by ballot. Demand of Poll 48A. Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand by member/ members present in person having not less than one-tenth of the total voting power. 48B. The demand for a poll may be withdrawn at any time by the persons who made the demand. 48C. A poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken forthwith. 48D. A poll demanded on any question other than adjournment of the meeting or appointment of Chairman shall be taken at such time, not being later than forty-eight hours from the time when the demand was made, as the Chairman of the meeting may direct. 48E. Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons, as he deems necessary, to scrutinize the poll process and votes given on the poll and to report thereon to him in the manner as may be prescribed. 48F. Subject to the provisions of this Article, the Chairman of the meeting shall have power to regulate the manner in which the poll shall be taken.

14 48G. The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. MANAGING COMMITTEE 49. The Managing Committee of the Company shall until otherwise determined by the Company in General Meeting, consists of not less than 27 (Twenty Seven) and not more than 36 (Thirty Six) Members including the President, Sr.Vice President, Vice President, Hon. Secretary, Hon. Jt. Secretary (two) and treasurer provided that the company may appoint more than 36 managing committee members after passing a special resolution. 50. Until and unless otherwise decided by a company a person shall not be eligible for appointment as a managing committee member of a company, if ; (a) he is of unsound mind and stands so declared by a competent court; (b) he is an un discharged insolvent; (c) he has applied to be adjudicated as an insolvent and his application is pending; (d) he has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence: Provided that if a person has been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to be appointed as a managing committee member in the company; (e) an order disqualifying him for appointment as a managing committee member has been passed by a court or Tribunal and the order is in force; (f) he has not paid the dues of the company in spite of the legal notice given to him and six months have elapsed from the last day fixed for such payment; (g) he has not complied with sub-section (3) of section 152 of the companies Act, 2013 (h) he has violated the bye-laws of the company or under suspension;

15 (i) if he is non-resident member or the nominee of non-institutional member (j) any other and additional disqualification as may be decided by managing committee from time to time 51. The nominee of the Institutional Member shall be eligible to be elected as the Member of the Managing Committee, but his membership, if elected, will be considered only as personal and on his nomination being cancelled or altered by the Institutional Member or on the Institution ceasing to be a member, he shall epso facto cease to be a member of the Managing Committee. The nominee of the Institutional Member shall not be eligible to become President, Vice President, Hon. Secretary, Hon. Jt. Secretary and treasurer. 52. The Managing Committee shall have the power to co-opt any member eligible to vote at the general meeting of the company as managing committee member within maximum limit prescribed by this Articles from the Members of the Company on the Managing Committee. Such co-opted member/s shall hold the office as a Managing Committee member up to the conclusion of the next Annual General Meeting of the Company and members shall not be eligible to be elected as the office bearers of the Company. Any person/s who had contested for the election but failed to get elected for any post at the last preceding Annual General Meeting of the Company, shall not be entitled to be coopted by the Managing Committee. Notwithstanding anything contained in this articles the Managing Committee shall have powers to co-opt beyond the permissible maximum limit any person whether member of the company or not as the member of the managing committee as a special Invitee who shall have no voting right as the committee member for any period. 53. Any casual vacancy among the members of the Managing Committee may be filled in by the Managing Committee provided any person so appointed shall hold office only up to the date up to which the original member, in whose place he is appointed, would have held office if it had not been vacated. The Managing Committee may likewise fill up any casual vacancy occurring in the office of the President, Vice President, Hon. Secretary, Hon. Jt. Secretary and treasurer. 54. The managing committee shall have power to appoint a person for any other managing committee member of the company to act as managing committee member for a director during his absence for a period of not less than 3 ( three) months from India provided that the alternate

16 managing committee member shall not hold office for a period longer than that permissible to the original managing committee member in whose place alternate managing committee member has been appointed and shall vacate the office if and when the managing committee member in whose place alternate managing committee member has been appointed returns to India: Provided also that if the term of office of the original managing committee member is determined before he so returns to India, any provision for the automatic re-appointment of retiring managing committee member in default of another appointment shall apply to the original, and not to the alternate managing committee member. 55A. All the Members of the Managing Committee shall be retire by rotation and one-third of such committee member shall retire by rotation every year at the Annual General Meeting of the company, if their number is not multiple of 3 (three) than the number nearest to one -third shall retire from the membership of the Managing committee. The retiring member of the managing committee shall however be eligible to be reelected as the managing committee member in accordance with the relevance provisions of the Act. 55B. The managing committee member to retire by rotation at every annual general meeting shall be those who have been longest in office since their last appointment, but as between persons who become managing committee member on the same day, who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot. 56. If at any annual general meeting at which an election of members of the Managing Committee ought to take place, the place of the retiring members of the Managing Committee are not filled up and the meeting has not expressly resolved not to fill u; the vacancy, the meeting shall stand adjourned till the same day in the next week at the same time and place and if at the adjourned meeting also, the places of the retiring members of the Managing Committee are not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring members of the Managing Committee or such of them as have not had their places filled up, shall be deemed to have been re-elected at the adjourned meeting, provided, however, that if the number of retiring members of the Managing Committee is more than the vacancies which have not been filled up, the names of the persons who will be reelected as per this article, will be decided by the draw of lot by the Managing Committee.

17 57. After the Annual General Meeting is over and the places of the vacating members of the Managing Committee are filled up in the manner aforesaid, there shall be elected a President, a Vice-President, a Hon. Secretary, Hon. Jt. Secretary and treasurer out of the total number of the Members of the Managing Committee in its first meeting and each office bearer so elected shall hold office until the close of the next Annual General Meeting or until he ceases to be a member of the Company whichever shall be earlier. 58. No person not being a retiring member of the Managing Committee shall be eligible for elected as a member of the Managing Committee at any General Meeting unless he has notified to the club at the Registered Office of the Company, not less than fourteen days before the date fixed for the meeting, his intention to stand for election by a notice in writing, signed by the member intending to stand and by two other members as his proposer and seconder alongwith a deposit of Rs. 1,00,000/- which shall be refunded to such Member if he succeeds in getting elected as a Member of the Managing Committee. The names of the persons so notifying their intention to stand for election shall be placed on the notice board of the Company. 59. A member entitled to vote at the Annual General Meeting for the election of members of the Managing Committee shall be required to cast the total number of votes for all the posts for which the election is held and if a member votes less/more than the number of posts, then his / her vote shall be invalid and not be counted for the result of the election. 60. Any Member of the Managing Committee shall ipso-facto cease to be a member thereof if : (a) he ceases to be a duly qualified Member of the Company, or (b) he vacates office by reason of any of the provisions of Section 164 of the Act in so far as it is applicable to the Company. (c) he ceases to be the nominee of the institution which he represents. (d) if he is expelled from the membership of the company in accordance with article no.27 (e) if he is cease to be a member of the company in accordance with article no. 25 and The Managing Committee shall meet not less than once in every three months and at least four such meetings shall be held in every year. 62. A meeting of the Managing committee shall be called by giving not less than seven days notice in writing to every member of the managing

18 committee at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means; 63. Subject as aforesaid the Managing Committee may meet together for the dispatch of business, adjourn, and otherwise regulate its meetings and proceedings as it thinks fit and may determine the quorum necessary for the transaction of business. Until otherwise determined 1/3 of the total members shall be a quorum. 64. The President/Sr.vice-president/vice-president or the Hon. Secretary may at any time convene a meeting of the Managing Committee and shall do so on being so requested by any three Members of the Managing Committee. 65. Questions arising in any meeting shall be decided by a majority of votes and in the case of an equality of votes, the Chairman shall have a second or a casting vote. 66. The President shall be entitled to preside as Chairman of every meeting of the Managing Committee, but if there be no President, or if at any Meeting the President is not present within fifteen minutes of the time appointed for holding the same or is unwilling to act, the Members of the Managing Committee present shall choose someone of their member to be Chairman of that meeting, provided that if the Sr. Vice- President/Vice president is present and willing to act he/she shall be elected as Chairman in order. 67. The Managing Committee may delegate any of its powers to, or appoint for any special purposes, sub-committees consisting of such members of the Managing Committee or of such other persons being members of the Company or spouse of such member as they think fit or partly of one and partly of the other. Any Sub-Committee so formed shall confirm to any regulations that may from time to time be imposed upon it by the Managing Committee. All Office Bearers shall be ex-officio members of every such sub-committee. The meetings and proceedings of any sub-committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Managing Committee, so far as the same are applicable thereto and are not superseded by any regulation made by the Managing Committee. 68. Subject to the provisions of the Act and the rules framed there under the members of the managing committee may be paid sitting fee for attending the meeting of the managing committee or sub-committee thereof or the general meeting of the company as may be decided by the managing committee of the company.

19 POWER OF THE MANAGING COMMITTEE 69. The management and control of the Company shall be vested in the Managing Committee who shall be the Governing Body of the Company and who may exercise all such powers and to all such acts and things as the Company is by the Companies Act or any statutory modification thereof or by its Memorandum of Association or by the Articles or otherwise, authorized to exercise and do, and are not by these Articles directed or required to be exercised or done by the Company in General Meeting, but subject nevertheless, as to such Acts or things as are not regulated by the said Act or by these Articles, to such regulations and directions as may from time to time be determined upon or given in General Meeting, provided that no such regulation or direction shall invalidate any prior act of the Managing Committee which would have been valid if the regulation or direction had not been made or given. 70. All acts done by any meeting of the Managing Committee or of a Sub - Committee thereof, or by any person acting as a member, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such members or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such member or such person had been duly appointed and was qualified to be a member of Managing Committee. 71. Save as otherwise expressly provided in the Act, a resolution by circulation in writing, signed by all the members of the Managing Committee or a Sub - Committee thereof for the time being entitled to receive notice of a meeting of the Managing Committee or subcommittee, shall be as valid and effectual as if it had been passed at a meeting of the Managing Committee or sub-committee, duly convened and held. MANAGER, SECRETARY AND CEO 72. A Manager, Secretary and CEO may be appointed by the Managing Committee for such term, at such remuneration and upon such conditions as it may think fit, and any manager, secretary and CEO so appointed may be removed by the Managing Committee. THE SEAL 73. The Managing Committee shall provide for the safe custody of the seal of the Company. The seal of the Company shall not be affixed to any

20 instrument except by the authority of a resolution of the Managing Committee or of a Sub-Committee thereof authorized by it in that behalf and except in the presence of a member of the Managing Committee who shall sign such instrument and it shall be counter signed by the Hon. Secretary or some other person nominated by the Managing Committee or such Sub-Committee for the purpose. INDEMNITY 74.. Every Member of the Managing Committee and/or every Sub- Committee, Manager and other Officer or Servant of the Company and any person employed by the Company as Auditor shall be indemnified by the Company against, and it shall be the duty of the Managing Committee out of the funds of the Company, to pay, all costs, losses and expenses which any Officer or Servant may incur or become liable to by reason of any contract entered into, or act or thing done by him as such Officer or Servant or in any way in the discharge of his duties, including traveling expenses and in particular and so as not to limit the generality of the foregoing provisions, against all liabilities incurred by him as such Member of the Managing Committee or Sub-Committee, Officer or Servant, or Auditor in defending any proceeding, whether civil or criminal in which judgement is given in his favour or in which he is acquitted, or in connection with any applicable under Section 633 of the Act in which relief is granted to him by the Court, and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the Members over all other claims. 75. No Member of the Managing Committee or any sub-committee or Manager, or other Officer of the Company or any person employed as an Auditor shall be liable for the act, receipts, neglects or defaults of any member of any such Committee, or other Officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Managing Committee for or on behalf of the Company, or for the insufficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part or for any other loss, damage or misfortune whatever, which shall happen in the execution of this office or in relation thereto, unless the same happen through his own dishonesty.