NISG Memorandum of Association “MOM” ( Click here to download )

Memorandum of Association MOM ( Click here to download )

http://www.nisg.org/docs_pdfs_ppts/docs/MOA.doc

THE  COMPANIES ACT, 1956COMPANY NOT FOR PROFIT(Section 25 Company)COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION 

OF NATIONAL INSTITUTE FOR SMART GOVERNMENT__________ 

I.                   The name of the Company is “NATIONAL INSTITUTE FOR SMART GOVERNMENT 

II.                The Registered Office of the Company will be situated in the State of
Andhra Pradesh.

III.             The objects for which the Company is established are as follows:

A.        THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS  INCORPORATION ARE TO:

1)      Raise societal awareness of, and capability in, smart governance and the economic

opportunities it offers to the citizens, firms and the government through appropriate awareness, education and capacity building programs.   

2)            Strive to position itself as an institution dedicated to promote electronic governance by combining the best that the specialized institutions in the country have to offer into a holistic program.

3)            Strive to position itself as the principal mechanism to channelise private competencies -  including financial, technical and managerial – into national electronic governance efforts and to appropriately complement governmental competencies and efforts in this regard.

4)            Ensure that a countrywide strategic architecture and groundwork is in place so that they can play a robust and effective part in developing a national environment for electronic governance.

5)            Ensure that policies and practices on smart governance reinforce a ‘hassle-free environment for the citizens and firms as well as enhance the competitiveness of Indian economy.  To that effect ensure:

·         Transformation of the business of government to take the ‘hassle’ out of dealing with the government, dramatically improve service delivery, reduce costs, and renew administrative processes;

·         The transformation of governance itself by changing the role of the citizen and firms as a stakeholder in government.

·         Transformation of implementation of smart governance projects treating them as soft infrastructure and using Private Public Partnerships to lead private capital to commercially viable smart governance projects.

6)            Ensure it acts as a ‘force multiplier' to design IT leveraged policies and programs that efficiently and effectively:

·         Respond directly to citizen’s most pressing needs – including education, health and employment – on a continuing basis;

·         Tackle the needs of the country as a whole – building the soft-infrastructure for smart governance, promoting competitiveness of the Indian economy and maintaining the country’s capacity to deal with unforeseen future;

·         Give citizens and businesses the choice about how and when to access government services;

·         Design services to meet the convenience of the citizens and not the convenience of service providers;

·         The citizen services are the best in kind – sharing good ideas, driving down costs and above all delivering what they are supposed to.

7)            Suggest high impact e-governance applications that can be viably implemented by specifying commercially viable mechanisms.

B.     THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE
MAIN

         OBJECTS ARE TO:

1)      Identify major opportunity areas in delivery of citizen services and support mechanisms.

2)            Show the proof of concept of implementing such ideas by projectizing them and starting small through pilot applications.

3)            Craft Virtual NISG in alliance with theNational
Resource
Center and other appropriate institutions and mechanisms to be the repository and preferred referral site for any information on solutions, benchmarks, best practices and successful roll-outs of electronic government initiatives within the country and outside.

4)            Undertake practical research assignments in alliance with the best institutions in
India and outside to enable government and other organizations in implementing electronic governance projects in the field.

5)            Develop concept papers on smart governance infrastructure that includes:

·         Technical Standards, Legal and Regulatory framework, and various incentive schemes towards creating a conducive environment in
India.

·         Directory services, National databases, Network services, Security services and Payment services.

·         Third  party services such as Service centers like STD / ISD booths and Internet community centers, logistic service providers, Payment services like bank ATMs, Commercial service providers,
Enterprise service providers and E-Commerce promotion groups.

·         Strategies that Central Government, State Governments and local Government can follow for the success of smart governance initiatives including Government Process Reengineering, definition of User Specifications for electronic governance projects and use of local language in the use of IT in the country.

6)            Work with specific departments/programs to identify opportunities for developing smart governance applications resulting in Ideation reports, Initial Assessment and Scrutiny Reports and Techno economic Feasibility Studies.

7)            Design innovative financing and implementation models for smart governance applications.

            Develop prototypes to demonstrate the feasibility of building smart governance applications.

9)            Document case studies of successful smart governance projects and applications already developed and functioning in the field and facilitate their adoption across the country.

10)        Conduct conferences, retreats and workshops to increase awareness among the top policy makers in
India.

11)        Develop papers, reports, films, videos and other multi-media presentations and ensure effective dissemination of the learning and output of National Institute for Smart Government.

12)        Create an active learning community among civil servants through Virtual NISG that will enable online access to relevant content on Governance.

13)        Incubate ideas and opportunities for leveraging information technology for economic growth.

14)        Create, promote or participate in Special Purpose Vehicles to commercialize successful               eGovernance application pilots and eGovernance infrastructures.

15)        Undertake consulting assignments for third parties on smart governance and e-governance issues.

16)        Undertake research work on issues related to Governance and allow use of Intellectual Property Rights to be used for royalty.

17)        Organise market surveys into the demand for electronic governance and services in any place or area.

18)        Establish aptitude testing units and to offer guidance as to work and employment.

19)        Organise exchange programs for staff and people involved in electronic governance initiatives  and to provide training of work
India or abroad.

20)        Liaise, cooperate or associate, represents, collaborate, with national, international educational organizations, with any Government Departments or National International Institutions concerned with the furtherance of electronic governance.

21)        Carry out, implement, promote, sponsor, assist and / or establish and activity for promotion of electronic governance, publication of any books, literature, newspapers etc., and / or for organizing lectures and / or seminars likely to advance these objects or for giving merit awards, for  giving scholarships, loans and / or any other assistance to deserving candidates or other scholars or persons to enable them to prosecure their studies or academic pursuits or researches and for establishing conducting and / or assisting, any institutions, fund, trust, association etc., having any one of the aforesaid objects, as one of its objects by giving donations or otherwise in any other manner in order to implement any of the above mentioned objects or purposes.

22)        Make donations and / or give grants to any persons, Companies, Societies, Foundations, Institutions, Universities and / or trust who have objects similar to any one or more of the objects of the Company for the purpose of promoting, assisting and / or encouraging the carrying and / or achievement of such objects or object.

23)        Take on lease or on leave and license or otherwise acquire or obtain possession of property from any person, Company, Society, Foundation, Trust, Organisation and / or Institution, Universities as may be deemed fit in the furtherance or advancement of any one or more of its objects.

24)        Provide endow, furnish and / or fit out any of its property with all necessary furniture, instruments and other equipment and maintain and / or manage offices, premises center, institutions and other establishments or institutions for the furtherance and / or advancement of any one or more of the objects of the Company.

25)        Borrow or raise money on such terms and on such security, if any, as may be thought fit.

26)        Acquire, buy, sell, market, distribute, exchange and / or otherwise dispose of, store, hold, package, transport, use experiment, with handle, in educational equipment in order to achieve the objects of the Company.

27)        Purchase, take on lease or in exchange, hire or otherwise acquire any immovable or moveable property and any rights or privileges for the attainment of the Company objects.

28)        Construct, maintain and alter any building or erection and to provide the same with all proper and necessary fixtures, furniture, fittings, apparatus, appliances, conveniences and accommodations for the purposes of the activities of the Company.

29)        Subject to the provisions of the Companies Act, 1956 to lend and advance money or give credit either in connection with the main object of the Company with or without security, to such persons, firms concerns and / or Companies and on such terms as may deemed expedient.

30)        Subject to provisions of Section 292, 293 and 58-A of the Companies Act and the rules made thereunder to borrow or raise or secure the payment of money or to receive money or deposit at interest or otherwise, and at such time or times as the Company may deem fit by promissory notes or by taking credits in or opening current, loans or overdraft accounts with any bank, company, firm or person and whether with or without any security or by such other means.

31)        Help, establish linkages with financial institutions, urban and rural communities and government agencies (Central, State or Local) for promotion of each and every object of the Company.

32)        Raise funds and accept donations (in cash or kind) subscriptions, grants of money, securities, and property of any kind and / or to undertake and accept the management of transfership of any endowment, trust fund or donation not inconsistent with the objects of the Company.

33)        Accept donations, assistance and funds on behalf of the implementing agencies from the Government and / or foreign donors subject to such laws as may be applicable in the manner stated above and to obtain necessary accounts and information regarding the physical and financial progress from the implementing Agency / Agencies.

34)        Open and operate a banking account or banking accounts and to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, drafts, cheques, bonds, debentures and other negotiable or transferable instruments.

35)        Print and publish and periodicals, books, journals, booklets and / or leaflets in furtherance of its objects.

36)        Invest the monies of the Company not immediately required in such manner as the Company thinks it.

37)        Enter into any arrangements with any Government and authorities, municipal, local or otherwise or otherwise or any person or Company that may seem conducive to the objects of the Company or any of them and to obtain from any such Government, authority, person or Company any rights, privileges, charters, contracts, licenses and concessions which may be thought by and / or on behalf of the Company desirable to obtain and to carry out, exercise and comply therewith.

38)        Apply for secure, acquire by grant, legislative enactment, assignment, transfer purchase or otherwise and to exercise, carry out and enjoy and charter, license, power, authority, franchise, concession, right, or privilege, which any Government or authority, supreme, municipal, local or otherwise in any corporation or other public body may be empowered to grant, and to pay for, aid in and contribute towards carrying the same into effect, and to issue and / or appropriate any debentures or other securities and assets to defray the necessary costs, charges and expenses thereof.

39)        Accept grants from any Governments or agencies or authorities, public bodies, corporations, companies or persons or money, movable and immovable property, donations, gifts, subscriptions, devices, bequests, and other assistance with a view to promoting the objects of the company and in receiving any gift of property to take the same either unconditionally or subject to any special conditions which may be prescribed by the donor in writing.

40)        Establish, maintain and / or procure the establishment and maintenance of any contributory provident, pension or superannuation funds for the benefit and to give or procure the giving of donations, gratuities, pensions who are or were at any time, in the employment of the company and the widows, families and dependants of any such persons and to make payments to or towards the insurance of any such persons as aforesaid.

41)        Establish and support and / or aid in the establishment and / or support of associations, institutions, funds, trusts and convencies calculated to benefit employees or past employees of the company or the dependants or connections of any such employees, and to grant pensions and allowances and to make payments towards insurance, and to subscribe or guarantee money for any charitable educational or other benevolent object which may be considered likely, directly or indirectly to further any one or more of the objects, of the Company.

42)        Enter into partnerships or any arrangement, whether in India or elsewhere, for Union of interest, co-operation, reciprocal concession or otherwise with any person or Company carrying on or engaged in or about to carry on or engage in any activities or transaction which the Company is authorized to carry on or engage in or any activities or transaction capable of being conducted.

43)        Promote or assist in the promotion of any Company or association having objects similar to the object of the Company.

44)        Promote and / or become a member of any Company or Companies, (whether limited by Shares or guarantee or both) body or association (whether corporate or not) for the purpose of acquiring all or any of the property rights and liabilities of the Company, and / or for the furtherance of the objects or any of them in this company.

45)        Obtain any provisional rule, order stature or other legislative provision or enactment for enabling the Company to carry any of its objects into effect or for effecting any modification of the constitution of the Company or for any other purpose which may seen expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

46)        Establish and support professorship, fellowships and lectureships, scholarships, chairs and prizes at any institution dealing with electronic governance.

47)        Award scholarships in
India and fellowships and grants by way of loan or otherwise and on such terms and conditions as the Trustees may think fit for the purposes of undertaking, prosecuting and encouraging, research work in any branch of smart governance in its widest and more comprehensive sense.

48)        Grant endowments at Universities, Research Institutions and other institutions (whether now existing or hereinafter established) for spread of electronic governance.

49)        Provide vocational / educational guidance and counseling and / or establishing, supporting, conducting, vocational guidance Bureau either virtual or real.

50)        Establish, maintain and support libraries, museums, natural history societies and reading rooms either virtual or real for advancement of electronic governance.

51)        Undertake, carry out, promote and sponsor any activity for publication of any books, literature, newspapers, etc., or for organizing lectures or seminars likely to advance these objects or for giving merit, awards, scholarships, loans or any other assistance to deserving persons in the attainment of the objects of the Company.

52)        Undertake research in any field and / or make payment to any University, college, association or Institution to be used for research in any field.

53)        Construct houses and building for attainment, facilitating the attainment of the objects of the Company.

54)        Maintain and transfer works of art, archeological, scientific or art, collection, books, manuscript, drawings, etc., to the Government, University,
National
Museum,National
Art
Gallery, National Activities or any other notified museum or Institutions.

55)        Establish branches and offices in different parts of
India and abroad.

56)        Raise necessary funds and collect appropriate subscriptions, fees, grants, corpus funds, donations, commissions, royalties, cess in respect of services rendered as specified in clauses 1 to 7 above in the main objects, clauses 1 to 55 in the incidental or ancillary objects above or any other objects conducive to the attainment of the above objects.

57)        Do all such other lawful things as are incidental or conducive to the attainment of the above objects.

C   OTHER OBJECTS

     

      N I  L

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 regulations or restriction which, as objects of the Company would make it a Trade Union.

IV  The objects of the Company extend to the territories comprised in the Union of India and all other

       countries of the world.

V   1)         The Income and properties of the Company, whencesoever, desirved shall be applied

solely for  the promotion of its objects as set forth in this Memorandum.

2)                  No portion of the Income and Property aforesaid shall be paid or transferred, directly or

indirectly by way of dividend, bonus or otherwise by way of profit, to persons, who at any time are, or have been members of the Company or to any one or more of them or to any per person claiming through any one or more of them.

3)                  Except with the previous approval of the Central Government, no remuneration or other benefit

in money or monies worth shall be given by the Company to any of its members, whether 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 of premises let to the Company.

4)                  Except with, the previous approval of the Central Government, no member shall be appointed to

any office under the Company, which is remunerated by salary, fees or in any other manner not excepted by sub-clause (3).

5)                  Nothing in this clause shall prevent the payment by the Company in good faith of reasonable

remuneration to any of its officers or servants (not being members) or to any other persons (not being member) 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 by the Regional Director.

VII              The liability of the members is limited.

VIII The share capital of the company will consist of Rs. 25,00,00,000 (Twenty five Crores only)

divided into 25,00,000 (Twenty Five Lakh) shares of Rs. 100 (Rupees Hundred) 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 properties, 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 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 objects similar to the objects 

  of the 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.

Sl.No.

Names, Addresses, Descriptions and Occupations of the Subscribers

No. of Equity Shares taken by each subscriber

Signature of Subscribers

Witness to all Subscribers

 Sl.No. Names, Addresses, Descriptions and Occupations of the Subscribers No. of Equity Shares taken by each subscriber Signature of Subscribers Witness to all Subscribers
1. Ajay Kumar Agarwal
S/o Shri Krishna Murari Lal Agarwal, Secretary,
For and on behalf of President of India, Ministry of Personnel, Public Grievances and Pensions
Government of India
North Block
New Delhi – 110 001
Government Official 160 Equity Shares of Rs.100/- each (One Hundred and Sixty only)  

2. Rajeeva Ratna Shah
S/o Shri Janardhan Das Shah, Secretary
For and on behalf of President of India, Department of Information Technology
Government of India
Electronic Niketan
6 CGO Complex
Lodhi Road
New Delhi – 110 003
Government Official 160 Equity Shares of Rs.100/- each (One Hundred and Sixty only)  
3. Kiran Karnik
S/o Shri Sharadchandra Karnik, President
For and On behalf of National Association of Software and Services Companies
International Youth Centre
Teen Murti Marg,
Chanikya Puri
New Delhi – 110 021
President NASSCOM 520 Equity Shares of Rs. 100/- each (Five Hundred and Twenty Only)  
4 Rentala Chandrashekhar
S/o Shri Rentala Ramachandra Rao
Officer on Special Duty (NISG)
For and On behalf of President of India  Government of India
4007, Electronics Niketan
6, CGO Complex,
Lodi Road
New Delhi – 110 003
Government Official 160 Equity Shares of Rs.100/- each (One Hundred and Sixty only)  

I witness the above subscribers who have signed in my presence

(Rajesh Mehta)
S/o Shri P L Mehta
C8/286, Yamuna Vihar
Delhi – 110 053
Government Official

NISG Articles of Association AOA ( Click here to download)

Articles of Association ( Click here to download)

http://www.nisg.org/docs_pdfs_ppts/docs/AOA.doc

THE COMPANIES ACT, 1956

COMPANY NOT FOR PROFIT

(Section 25 Company)COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATION OF 

NATIONAL INSTITUTE FOR SMART GOVERNMENT

PRELIMINARY 

1.            Subject, as hereinafter provided, the regulations contained in Table “A” in the schedule ‘I’ to the companies Act, 1956 shall not apply to the company.

INTERPRETATION

2.            In the construction of these Articles unless inconsistent with the context, the words or expressions given hereinbelow shall have the following meaning:-

(a)     “The Company” means NATIONAL INSTITUTE FOR SMART GOVERNMENT

(b)     “The Act” means the Companies Act, 1956 and includes any statutory modification or

         re-enactment thereof for the time being in force.

(c)          “Board” or “Board of Directors” means the meetings of the Directors duly called and constituted or, as the case may be, the Directors assembled at a Board Meeting or the requisite number of Directors entitled to pass a circular resolution in accordance with these Articles.

(d)         “Chairman” means the Chairman, for the time being of the Board.

(e)          “The Committee” means a committee duly constituted under these Articles.

(f)          “The Managing Director” means the Managing Director or Managing Director of the Company for the time being.

(g)         “Member” means a shareholder holding shares in the Company including members who are subscribers to the Memorandum of Association and Articles of Association.

(h)         “Month” means the English calendar month.

(i)           “The Office” means the Registered Office of the Company for the time being.

(j)           “Ordinary Resolution” and “Special Resolution” shall have the meanings assigned thereto respectively be Section 189 of the Act.

(k)         “These presents” means the Memorandum of Association and these Articles and Association as originally framed or the regulations of the Company for the time being.

(l)           “Proxy” includes an attorney duly constituted under a power of attorney to vote for a Member at a general meeting or poll.

(m)       “The Directors” means the Directors of the Company and include persons occupying the position of Directors by whatever name called.

(n)         “The Seal” means the Common Seal of the Company.

(o)         “Year” means financial year ending 31^st March, each year.

(p)         “Chief Executive Officer” means Chief Executive Officer of the Company.

(q)         “Private Company means a company which by its articles –

(i)                 restricts the right to transfer its shares;

(ii)               limits the number of its members to fifty not including

(A)             persons who are in the employment of the company; and

(B)              persons who, have been formerly in the employment of the company, were members of company while in that employment and have continued to be members after the employment ceased.

(iii)             Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company;

(iv)             Prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives.

(r)           “Industry Association” means which are not for profit organizations / institutions / associations, whether micro, small or big to promote interest of private industry.

(s)          “NASSCOM” means National Association of Software and Services Companies or by whatever name called for the time being.

(t)           “Civil Society” means any organizations / entity / institution / association not for profit, and working to further the interests of the citizens of the country.

(u)         “Financial Institutions” means any financial institution and includes institutions established under Central and State Financial Acts.

(3)     Unless the context otherwise requires, words or expressions contained in these

regulations shall bear the same meanings as in Act or any statutory modifications thereof in force.

Share Capital

(4)               The Authorised Share Capital of the Company shall be Rupees Twenty Five crores and be divided into Twenty Five Lakh shares of Rupees One Hundred each will power to increase or reduce such capital.

(5)               The paid up share capital shall be owned by the following Government and non-Government entities.  It is clearly understood that the percentage of holding mentioned against each entity hereunder shall not ordinarily exceed the specific percentage against their respective names and in any case shall not exceed twenty four (24) percent.  However, it shall be open for such entities to take lesser percentage, if they so wish.

Name of entities                                                          Percentage of paid capital

                                                                                    Not exceeding 

Group – A

Government of
India

         Department of Administrative

         Reforms and Public Grievances                                  10

         Ministry of Communications and

         Information Technology                                             10

State Govt. of Andhra Pradesh                                           10

Other States                                                                           9

Other Central Govt. Ministries/Department/

Agencies/Organisations                                                         5

Local Bodies                                                                          5

Group – B

NASSCOM                                                                         10

Industry Associations                                                          10

Civil Society                                                                        10

Financial Institutions                                                           10

Others                                                                                  11

Total                                                                                     100

Further, at any point of time, the total shareholding of Entities / Institutions / Organisations, Central and State Government as included in Group – A, would not in any case exceed Forty Nine (49) percent of overall paid up capital of the company.

Further issue of Shares

6.            Subject to the provisions of Articles 5 herein above, the shares shall be issued whenever required to the existing share holders in the same proposition as the shares held by each one of them.  However the following restriction shall apply.

(i)                 The Shareholder would not have a right to renounce the shares offered to him.

(ii)               Such shares not taken by any existing Shareholder can only be taken by any other entity specified in article 5 herein above with in their respective overall limits.

Transfer of Shares

   7.      (i)         The instrument of transfer of any share in the company shall be executed by or

on behalf of the transfer or and transferee.

(ii)        The transferor shall be deemed to remain a holder of the share until the name of

the transferee is entered in the register of the members in respect thereof.

8.      All transfers of shares must be in writing and executed both by the transferor and the

transferee whose signatures shall be certified by one witness.

9.      (i)         Any member of Group – A, as referred in Article 5, desirous of selling his shares,

will be able to do so within the same group, so long any other member in the same group is willing to purchase the same.

(ii)        If none of the remaining members / members of the Group – A is/are willing to

purchase the same, then such shares can be sold to any willing member in Group – B

(iii)                   It is further agreed between the members that no Share holder falling in Group – B, as referred in Article 5 shall be able to sell his shares to any member or person who is or may fall under the category of Group – A.

10.        The Board may also decline to recognize any instrument of transfer unless the instrument of

transfer is accompanies by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably required to show the right of the transferor to make the transfer.

11.        Subject to the provisions of section 108, the shares in the company shall be transferred in such form as prescribed in General Rules and Forms for the time being inforce.

General Meetings

12.        All general meetings other than annual general meetings shall be called extraordinary general meetings.

13.        (i)         The board may, whenever, it thinks fit, call an extra ordinary general meeting.

(ii)        If at any time there are not within
India directors capable of acting who are

sufficient in number to form a quorum, any director or any two members of the company may call an extra ordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

14.        Subject to the provisions of Sections 166 and 210 of the Act, the First Annual General Meeting shall be held within 18 months from the date of incorporation of the Company and the subsequent Annual General Meeting of the Company shall be held in each calendar year provided that not more than 15 months shall elapse between the date of the one Annual General Meeting and that of the next.  Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar under the provisions of Section 166(1) of the Act to extend the time within which any Annual General Meeting may be held.

15.        Notice of the General Meeting shall be given to all shareholders whose names appear in the register of shareholders at least Fourteen (14) days prior to the appointed date of the meeting.  Notices of shareholders shall be sent by mail or telefax or email, in the latter case a letter confirming the notice in writing shall be sent to the shareholders.

Provided, however, that any general meeting may be called by giving to the members notice of seven clear days or a shorter notice if consent thereto is given by the members.

16.        Only shareholders duly registered and having paid all sums for the time being due and payable to the Company in respect of their shares shall be entitled to vote on any question either personally or by proxy at any general meeting.

17.        Nothing contained in sections 171 to 186 shall apply to the company.

PROCEEDING AT GENERAL MEETING

18.        No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceed to transact business.  Save as herein otherwise provided, two (2) members present in person shall be the quorum.

19.        The Chairman if any, of the Board of Directors shall preside as Chairman of every General Meeting of the Company.

20.        If there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairman of the meeting , the Director present shall elect one of their members to be Chairman of the meeting.

21.        If at any meeting, no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall elect one of their members to be Chairman of the meeting.

22.        (i)         The Chairman may with the consent of any meeting at which quorum is present and

shall, if so directed by the meeting adjourn the meeting, from time to time and from

place to place.

(ii)               No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(iii)             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.

(iv)             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.

23.        In the case of equality of votes, whether on show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote.

24.        Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

VOTES OF MEMBERS

25.        In casting votes at a general meeting, each Shareholder shall have one vote for each share of which he is the holder.

26.        In the case of joint holders, the vote of the senior, who tenders a vote, whether in person or in proxy, shall be accepted to the exclusion of the votes of the other joint holders.

For this purpose, seniority shall be determined by the order in which the names stand in the register of the members.

27.        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 show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.

28.        (i)         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 valid for all purposes.

(ii)        Any such objection made in due time shall be referred to the Chairman of the meeting whose decision shall be final and conclusive.

29.        Where a company or a body corporate is a member of the company (hereinafter called “Member Company”), a person, duly appointed by resolution in accordance with the provisions of section 187 of the Act to represent such member company at the meeting of the company, shall not, by reason of such appointment, be deemed to be a proxy, and the lodging with the company at its office or production at the meeting of a certified copy of such authority.

30.        A shareholder may appoint any other person as a proxy who is also a member of the company.

31.        Such proxy should be lodged with the company atleast 48 hours before the time appointed for the meeting.

DIRECTORS

32.        Maximum numbers of Directors shall not exceed 15 (fifteen) at any time.

33.        The composition of the Board of Directors shall be as under:

1.  
   1. A chairperson of the Board as provided in Article 37 hereunder.
   2. The person who holds the position of Chief Executive Officer (CEO) of the Company shall be one of the members on Board.
   3. Each entity referred to in Article 5 herein before and holding ten (10) percent or more of the paid up share capital of the Company, either singly or jointly with any other entity in the respective groups, shall be entitled to nominate one person as Director on the Board of the Company, with the right to replace such nominee with any other person.  However, the total number of such nominated Directors by each group referred to in Article 5 shall not exceed five in any case so that the aggregate number of such nominated Directors shall not exceed ten at any point of time.
   4. Maximum three Directors having technical, legal or any professional qualification as may be co-opted by the majority of Directors.

34.        The first Directors of the Company shall be:

1.                  Shri. Rajeeva Ratna Shah

2.                  Shri. Ajay Kumar Agarwal

3.                  Shri. Kiran Karnik

4.                  Shri. Rentala Chandrashekhar

35.        The Director shall not be required to hold any qualification shares in the Company.

36.        The Directors need not retire.

37.        The Officer on Special Duty (NISG) of the Government of
India (Shri. Rentala Chandrashekhar) shall communicate to the Company the designation of the functionary of the Government of India to act as the Chairperson of the Board of Directors of the Company in ex-officio capacity.  On receipt of such communication by the Company, the named functionary shall be deemed to be the Chairperson of the Board of Directors without any further act or deed.  The Company shall intimate about such appointment to the Registrar of Companies.  Till such time, any communication is received from the Officer on Special Duty to the Government of India, the members on the Board shall choose one of them to preside over each meeting of the Board.

38.        The business of the Company shall be managed by the Board of Directors who may pay all expenses incurred in getting the company registered and may exercise all such powers of the Company as are not restricted by the Act or any statutory modification thereof for the time being in force or by these Articles required to be exercised by the Company in General meeting subject nevertheless, to all regulations of these Article to the provisions of the Act and to such regulations being inconsistent with the aforesaid regulations of provisional as may; be prescribed by the Company in general meeting.  Nothing shall in in-validate any prior act of the Directors, which would have been valid, if that regulations had not been made.

39.        The Directors may be paid traveling and other expenses for attending  and returning from meetings of the Board of Directors (including hotel expenses) and any other expenses properly incurred by them in connection with the business of the Company.  No sitting fee shall be payable to any Director.

40.        Subject to Section 313 of the Act, the Board may appoint any person as an Alternate Director to act for a director his absence for a period of not les than three months from the state in which meetings of the boards are ordinarily held.  Such appointment shall have effect and such appointee whilst he holds office as an Alternate Director, shall be entitled to notice of meetings of the Board and to attend and vote thereat accordingly.   However, such person shall be the nominee of the entity which was represented by the erstwhile director.

41.        If the Director appointed by the company in a General Meeting vacates office as a Director before his term of office expires in the normal course, the resulting causal vacancy may be filled by the Board, at a meeting of the Board, but nay person so appointed shall retain his office so long only as the vacating director would have retained the same if the vacancy had not occurred.  However, new director shall be the nominee of the same entity, who has vacated such office.

42.        The company may exercise the powers conferred by section 50 with regard to having an official seal for use abroad, and such powers shall be vested in the board.

43.        All cheques, promissory notes, drafts, hundies, bill exchange and other negotiable instrument, and all receipts for moneys paid to the company, shall be singed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine.

PROCEEDINGS OF DIRECTORS

44.        (i)         The Board of Directors may meet for the dispatch of business, adjourn and

otherwise regulate its meetings, as it thinks fit.

(ii)        A Director or Secretary on the requisition of Director may, at any time, summon a meeting of the Board.

45.        Quorum for Meetings of the Board:

The quorum for a meeting of Board of Directors of the company shall be either three (3) members or 1/4^th of its total strength whichever is more.

46.        The Board may elect a Chairman of its meeting, when the chairperson referred in Article 37 is not present within fifteen minutes after the time appointed for holding the meeting, the Directors, present may choose one of their member to be the Chairman of the meeting, only for conducting the business for that meeting.

47.        Save as otherwise, expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.

In case of an equality of votes, the Chairman of the Board, if any, shall have a second or casting vote.

48.    (i)         The Board may, subject to the provisions of the Act, delegate any of its power to

 committee consisting of such member or members of its body as it thinks fit.

(ii)               Any committee so formed shall, in the exercise of powers delegated, conform to any regulations that may be imposed on it by the Board.

49.    (i)         A committee may elect a Chairman of its meetings.

(ii)               If no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be the Chairman of the meeting.

50.    (i)         A committee may meet and adjourn as it thinks proper.

(ii)               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 Chairman shall have a second or casting vote.

51.    Resolution by Circulation:

         A Resolution not being a resolution required by the Act or by these Articles to be passed

only at a meeting of the Board or a committee of Directors, may be passed without the meeting of the Board or the Committee provided that the resolution has been circulated in draft together with necessary papers ( through any mode including through Electronic Communication), if any, to all the Directors or to all the members of the Committee then in India (not less than the quorum fixed for a meeting of the Board or a committee, as in case may be) and to other Directors as then in India or by a majority of such of time as are entitled to resolution to vote on the resolution.

52.    Meetings of the Board through Electronic Communications:-

Subject to provisions of section 285 & 287 of the Companies Act, 1956, a Director may participate in and vote at a meeting of the Board by means of telephone, video conferencing or similar communications equipment which allows all persons participating in the meeting to hear each other and record the deliberations.  Where any Director participates in a meeting of the Board by any of the means above, the company shall ensure the such Director is provided with copy of all documents referred to during such Board meeting at least two days prior to the commencement of this Board Meeting.  The quorum requirements for meeting of the Board as provided in Article 45 shall be applicable to any meeting of the Board in terms of this Article 52.

53.    Upon the discussions being held by audio conferencing, video conferencing, or net conferencing, as the case may be, the Chairman or the Secretary shall record the deliberations and get confirmed the view expressed , pursuant to a circular regulation or by a subsequent meeting of the Directors, to reflect the decision of all the Directors participating in such discussions.

54.        Unless overridden by a resolution approved by a majority of the total strength of the Board at a subsequent meeting of the Board or by a resolution by circulation, any decision taken by a majority of the Directors participating in the discussions held be audio conferencing, video conferencing, or net conferencing, as the case may be, shall not be reversed by the Board.

55.        A meeting of the Board of Directors, Executive Committee or Governing Committee of the company shall be held atleast once in every six (6) calendar months.

56.        Every notice convening a meeting of the Board of Directors, Executive Committee shall set out the agenda of the business to be transacted thereat in full and sufficient detail, provided that with the unanimous consent of all the Directors present, any item of business not included in the agenda can be transacted at the meeting.

57.        All acts done by any meeting of the Board or of 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 such Directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if such Director or such person had been duly appointed and was a qualified to be a Director.

58.        Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a Committee thereof, for the time being entitled to receive notice of a meeting of the Board or a committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or committee, duly convened and held.

59.        The Board shall have the power to take a decision on the matters specified in the provisions of section 293, of the Companies Act, 1956.

Manager or Secretary

60.        Subject to the provisions of the Act, a manager or secretary may be appointed by the board for such term, at such remuneration and upon such conditions as it may think fit, and any manager or secretary so appointed may be removed by the board.

DIVIDEND

61.        The Company shall not distribute its profit among share holders by way of Dividend or by any which amounts to distribution of dividend in any form.

INSPECTION OF ACCOUNTS

62.        The board shall cause proper books of accounts to be maintained under section 209 of the Act.

63.        The Board of Directors shall from time to time, to determine whether and to what extent and at what time and place and under what conditions or regulations all books of the Company or any of them shall be open to inspection of members, not being Directors.

64.        Any member (not being a Director) shall have any right of inspecting any account book or accounts of the Company except as conferred by law, authorized by the Board of Directors of the Company in general meeting or agreed by the shareholders in a separate                   .

Books and Accounts

65.        The Company’s books and accounts shall be kept in English and shall be maintained according to accepted accounting practices and procedures.

66.        The Board of Directors shall cause true and complete accounts to be kept:

i)                    Of the sums received and expended by the COMPANY and of the matters in respect of which such receipt or expenditures takes place.

ii)                  Of the assets and liabilities of the COMPANY

67.        The Board of Directors shall cause a balance sheet to be made at least once in every                                        as of the end of the fiscal year of the COMPANY.  The balance sheet must contain summary of the assets and liabilities of the COMPANY.  Provided however, the balance sheet will be made for a period beginning from date of incorporation and upto end 9of the fiscal year.

68.        The Balance Sheet and Profit & Loss A/c of the Company when audited and adopted by the Company in General Meeting shall be conclusive.

69.        (i)         At least once in every year, the accounts of the company shall be examined and the

correctness of the Profit & Loss A/c and Balance Sheet be ascertained by the Auditor or Auditors of the Company.

         (ii)        The Company at each Annual General meeting shall appoint an Auditor or Auditors

to hold such office until the next Annual General Meeting and their appointment, remuneration, rights and duties shall be regulated by Companies Act.

(iii)             Where the Company has a Branch Office the provisions of the section 228 of the Act shall apply.

(iv)             All notices or other communications relating to any General Meeting of the Company, which any Member of the Company is entitled to have sent to him shall also be forwarded to the Auditors of the Company and the auditors shall also be entitled to attend any general Meeting and to be heard to any General Meeting which he attends on any part of the business which concerns him as Auditors.

(v)               The Auditor’s Report shall be read before the Company in General Meeting and shall be open to inspection by any Member of the Company.

MINUTES OF MEETINGS

70.        The Board of Directors shall cause minutes of all proceedings and resolutions of all meetings of Shareholders and Directors to be recorded and duly entered into the minutes book which shall be kept at the registered office of the COMPANY.  Any such minutes signed by the Chairman of the meeting shall be presumed correct evidence as to the matters therein contained and all resolutions and proceedings of which minutes have been so made are presumed to have been duly passed.

SECRECY

71.        Every General Manager, Auditor, Trustee, Member of a Committee, Officer Servant, Agent, Accountant or other person employed in the business of the company shall, if so required by the Board of Directors, before entering upon his duties, sign declaration, pledging himself or otherwise to observe strict secrecy respecting all transactions of the company with its customers and the state of account with individuals and in matter relating thereto and shall by such declaration, pledging himself or otherwise not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors or by any general meeting or by the laws of country and except so far as may be necessary in order to comply with any of the provision in these presents of the Act.

THE SEAL

72.        The company shall have a common seal and the Board shall provide for the safe custody of the seal.

73.        The seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors or of a Committee of the Board authorized by it in that behalf and except in the presence of one of the directors who shall sign every instrument to which the seal of the Company is so affixed.

WINDING UP

74.        If the company shall be wound up, the liquidator may, with the sanction of a special regulation of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not.

75.        For the purpose of aforesaid, the liquidator may set such value as he dreams fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.

76.        The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

ARBITRATION

77.        Whenever any difference or dispute arises between the Company on the one hand and any of the Members of heirs, executors, administrators, nominees, or assignees on the other hand or between the Members inter-se or their respective heirs, executors, administrators, nominees or assignees inter-se touching the intent construction or incidents or consequences of these Articles or touching any thing done, executed, omitted or suffered in pursuance thereof or to any affairs of the Company, every such dispute or difference shall be referred to the sole arbitration of the Chairman for the being of the Company or to some person appointed by both parties and it will be no objection that he is an officer of the Company or that he had to deal with such disputes, or difference and it is only after an Award is given by such arbitrator shall be final and binding on the parties, the arbitration shall be conducted according to the provisions of the Arbitration and Conciliation Act, 1956.

INDEMNITY

78.        Every officer or Agent for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connecting with any application u/s 633 in which relief is granted to him by the court.

We, several persons whose names and addresses, description and occupation are hereunto subscribed are desirous of being formed into a Company, not for profit in pursuance of this Article of Association.

 

Sl.No.

Names, Addresses, Descriptions and Occupations of the Subscribers

No. of Equity Shares taken by each subscriber

Signature of Subscribers

Witness to all Subscribers

Sl.No. Names, Addresses, Descriptions and Occupations of the Subscribers No. of Equity Shares taken by each subscriber Signature of Subscribers Witness to all Subscribers

1. Ajay Kumar Agarwal
S/o Shri Krishna Murari Lal Agarwal, Secretary,
For and on behalf of President of India, Ministry of Personnel, Public Grievances and Pensions
Government of India
North Block
New Delhi – 110 001
Government Official 160 Equity Shares of Rs.100/- each (One Hundred and Sixty only) 
2. Rajeeva Ratna Shah
S/o Shri Janardhan Das Shah, Secretary
For and on behalf of President of India, Department of Information Technology
Government of India
Electronic Niketan
6 CGO Complex
Lodhi Road
New Delhi – 110 003
Government Official 160 Equity Shares of Rs.100/- each (One Hundred and Sixty only) 
3. Kiran Karnik
S/o Shri Sharadchandra Karnik, President
For and On behalf of National Association of Software and Services Companies
International Youth Centre
Teen Murti Marg,
Chanikya Puri
New Delhi – 110 021
President NASSCOM 520 Equity Shares of Rs. 100/- each (Five Hundred and Twenty Only)

  
4 Rentala Chandrashekhar
S/o Shri Rentala Ramachandra Rao
Officer on Special Duty (NISG)
For and On behalf of President of India  Government of India
4007, Electronics Niketan
6, CGO Complex,
Lodi Road
New Delhi – 110 003
Government Official 160 Equity Shares of Rs.100/- each (One Hundred and Sixty only)  

 I witness the above subscribers who have signed in my presence
(Rajesh Mehta)
S/o Shri P L Mehta
C8/286, Yamuna Vihar
Delhi – 110 053
Government Official