THE COMPANIES ACT, 1956
[ COMPANY LIMITED BY SHARES ]
MEMORANDUM OF ASSOCIATION OF
I The Name of the Company is "GIVE Foundation".
II The Registered Office of the Company will be situated in the state of Gujarat.
III The objects for which the Company is established are:
(a) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED ON ITS INCORPORATION ARE:
- To carry out education, medical relief, relief of poor and preservation of environment (including watersheds, forests and wildlife), either directly, or by supporting financially and otherwise, organizations to carry out the aforesaid activities for charitable purposes and not for profit.
(b) OBJECTS INCIDENTAL OR ANCILLIARY TO THE ATTAINMENT OF THE MAIN OBJECTS:
- To seek, identify, evaluate and select organisations working for the welfare of public at large, and monitor the usage of funds, carry out performance evaluations and obtain reports on a regular basis; to ensure that recipient organisations are transparent in their reporting, keep records and document evidence, and make these available to givers (donors) regularly; and to ensure that donors have access to information regarding how their contributions were utilised; to carry out projects for the welfare of public at large, to provide professional inputs, support and training as and when required to by welfare organisations and donors and to create forums for workshops, seminars, meetings between donors and welfare organisations.
- To promote the practice of giving, through advertisements, promotions, fund-raising programs and campaigns, presentations and such other actions that lead to creating a feeling in individuals, corporate, organisations and the public at large, that it is a matter of great pride to GIVE for a good social cause, using a wide range of media including, but not limited to, television, print, radio, websites, internet portals, and all other means of electronic communication.
- To set up or to cause to be set up by itself or with other organisations or individuals, a rating agency or agencies to rate the organisations who receive funds from various sources for charitable purposes or for the welfare of public at large; to seek and obtain ratings, reports, analyses, findings and recommendations from such agencies; and to oversee through various mechanisms, the functioning of such agencies.
- To raise funds through activities and sources including, but not limited to, events, programs, charity shows, payroll giving, donations, corpus and recurring grants from government and other sources, one-off contributions, e-commerce transactions; by securing from individuals, corporate and other organisations, a percentage or fixed amount as contribution from the sale of their various products and services; and through the sale of various articles, goods and services produced or rendered by various organisations working for the welfare of public at large, or on their behalf and to disburse funds raised through such and other mechanisms to charitable organisations or activities, or such individuals and organisations working for the welfare of public at large, who have been identified and selected for this purpose.
- To set up or cause to be set up charity portals, internet websites, e-commerce services, and other internet-based services in order to actualise the aforesaid objects; and to engage in e-commerce transactions for the same
- To carry out and enter into all types of public/private contracts in connection with the Main objects.
- To lend or deposit moneys belonging to or entrusted to or at the Company to such persons or company and in particular to customers and other whether having dealing with the Company or not and whether resident in India or not, with or without security, upon such terms as may be thought proper and to guarantee the performance of contracts by any person of the Company, but not to do the business of banking as defined in the Banking Regulations Act, 1949.
- To incur debts and obligations for the conduct of any business of the Company and to purchase or hire goods, materials or machinery on credit or otherwise for and business or purpose of this Company.
- To make advances upon or for the purchase of land, buildings, houses, offices, flats, apartments, shops and/or construction thereof or for materials, goods machinery and stores required for company’s activities.
- To improve, manage, work, develop, alter, exchange, lease, mortgage, turn to account, abandon, or otherwise deal with all or any part of the property, rights and concessions of the Company, and to manufacture any articles or render any services with utilization of machineries, equipments and assets belonging to the Company.
- To acquire or amalgamate with any other company whose objects include objects similar to those of this Company, whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertaking, subject to liabilities of this or any such other company as aforesaid, with or without winding up or by sale or purchase (for fully or partly paid-up shares or otherwise) of all the shares or stock of this or any such other company as aforesaid, or by partnership or in any other manner and to acquire the properties and or business of any person/s having dealings with the Company, in settlement of the Company's dues to carry on such business.
- To enter into partnership, joint venture, consortiums, Association, or into any other arrangements for the sharing of profits, union or interest, co-operation, joint venture reciprocal concessions or otherwise, with any person, firm or company carrying on or engaged in or about to carry on or engage in any business or transaction whether this Company is authorised to carry on or engage in any business or transaction whether this Company is authorised to carry on or engage in any business or transaction whether this Company is authorised to carry on the same or not, engage in or any business or undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the Company and to lend money, to guarantee the contracts of or otherwise assist any such persons, firm or company and to take or otherwise acquire and hold shares or securities of any such person, firm or company and to sell, to reissue with or without guarantee or the same.
- To be interested in promote and undertake the formation and establishment of such institutions, business, companies as may be considered to be conducive to the profit and interest of the Company in any part of the World.
- To enter into any agreement with any Government or authorities (municipal, local or otherwise) or any corporations, companies, or persons, or any cooperative society or organisation or institutions in any part of the World which may seem conducive to the Company's object or any of them and to obtain from any such Government authority, corporation, company or person any contracts, rights, moneys, privileges and concessions which the Company may think desirable and to carry out, exercise and comply with any such contracts, rights, privileges and concessions.
- To obtain any Act of Central or State Legislature, provisional order, license or autonomous body or authority for enabling the Company to carry out any of its objects into effect or for effecting any modification of the Company constitution, or for other purposes which may seem expedient and to oppose any proceedings or application which may seem calculated directly or indirectly or prejudice the Company's interest/s.
- To pay all the costs, charges and expenses of and incidental to the promotion and formation, registration and establishment of any company and the issue of its capital including costs, charges, expenses of negotiations and contracts and arrangements made prior to and anticipation of the formation and incorporation of the Company.
- To procure the other recognition of the Company in any country, state or place and to establish and regulate agencies for the purpose of the Company's business and to apply or join in applying to any Parliament, Local Government, Municipal or other authority or body, Indian, British, Colonial or Foreign, for any Acts of parliament or Legislature, laws, decrees, concessions, orders, rights or privileges that may seem conducive to the Company's objects or any of them and to oppose any proceedings or application which may seem calculated directly to prejudice the Company's interests.
- To undertake and execute any trusts, the undertaking whereof may seem desirable, either gratuitously or otherwise.
- To open account or accounts with any individual, firm or company or with any bank or banks and to pay into and to withdraw moneys from such account or accounts.
- To establish and support or aid in the establishment of and support associations, institutions, companies, societies, funds, trusts and conveniences for the benefit of the employees or ex-employees or of persons having dealings with the Company or the dependents, relatives or connections of such persons and in particular friendly or other benefit societies and to grant pensions, allowances, gratuities and bonuses either by way of annual payments or by way of lumpsum and to make payments towards and to make payments towards insurance and to form and contribute to provident and benefit funds, to or such persons.
- To form, subscribe or contribute to or otherwise to assist, aid or guarantee money to public, charitable, benevolent, religious, scientific, national, or other institutions, funds, objects or purposes and to any other institutions, funds objects or purposes which in the opinion of the Board of Directors are likely to promote the interests or the business of the Company and/or to further its objects and /or to any other institutions, funds, objects, or purposes whatsoever whether directly relating to the business of the Company or not including promotion of arts, literature, knowledge or rural development, social and economic welfare and uplift of people, promotion and growth of national economy and to acquire and hold shares, stocks, debentures or other securities to invest and join in partnership firms and in general to function as Investment Company and /or Investment Trust Company and/or as a Trustee and/or Executor Company.
- To undertake, carry out and promote and sponsor or assist any activity for the promotion and growth of national economy and for discharging what the Directors may consider to be social and moral responsibilities of the Company to the Public or any section of the public as also any activity which the directors consider likely to promote national welfare or social, economic or moral uplift of the Public or any section of the public and in such manner and by such means as the Directors may think fit and the Directors may without prejudice to the generality of the foregoing, undertake, carry out, promote, and sponsor any activity for public action of any books, literature, newspapers, or for organizing lectures or seminars likely to advance these objects or for giving merit awards, for giving scholarships, loans or any other assistance to deserving students, or other scholars or persons to enable them to prosecute their studies or academic pursuits or researches and for establishing, conducting or assisting any institutions, fund, trusts having any one of the aforesaid objects as one of its objects by giving donations.
- To provide for the welfare of Director or employees of the Company or its predecessors in business and the wives, widows and families or the dependents or connections of such persons by building or contributing to the building of houses or dwelling or quarters or by grants of money, pensions, gratuities, allowances, bonuses, or benefits or any other payments or by creating and from time to time subscribing or contributing to provident funds and other associations, institutions, funds, or other schemes or trusts and by providing or subscribing or contributing towards places of instruction, recreation, hospitals and dispensaries, medical and other attendance and assistance as the Company shall think fit.
- To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of and give or procure the giving of donations, gratuities, pensions, allowances, or emoluments to any persons who are or were at any time in the employment or service of the Company or of any company which is a subsidiary of the company or is allied to or associated with the Company or with any such subsidiary company or who are or were at any time Directors or officers of the Company or of any such other company as aforesaid and the wives, widows, families and dependents of any such persons, and also to establish and subsidies and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or advance the interests and well-being of the Company or of any such other company as aforesaid and make payments to or towards the insurance of any such person as aforesaid and do any matters aforesaid either alone or in conjunction with any such other company as aforesaid.
- In relation with the business of the Company to guarantee the payment of money secured or unsecured by or payable under or in respect of promissory notes, bonds, debentures, debenture-stocks, contracts, mortgages, obligations, instruments and securities of any company or any authority, supreme, municipal, local or otherwise or of any person howsoever, whether incorporated or not incorporated and generally to guarantee or become sureties for the performance of any contracts or obligations.
- To employ experts to investigate and examine into the conditions, prospects, value, character and circumstances of any business concerns and undertakings having similar objects and generally of any assets, property or rights.
- To undertake, carryout, promote and sponsor any activity for publication of any books, literature, newspaper, or for organising lectures, conferences or seminars, workshops, training programmers likely to advance the aforesaid objects or for giving merit awards, scholarships, loans or any other assistance to institutes, deserving students or other scholars or consultants or person to enable them to pursue their studies or pursuits of research and for establishing, conducting or assisting any institution, fund, trust having any one of the aforesaid objects as one of its objects.
- To create any Depreciation Fund, reserve Fund, Insurance Fund or any other Special Fund, whether for depreciation or for repairing, improving, extending or maintaining any of the property of the Company, or for any other purpose conducive to and in the interest of the Company.
- To act as a Consultant, Advisor and provider of information or ratings, in respect of any Institution or Organisation or Individual.
- To accept, scrutinize and approve the applications of Educational Institutions to be designated and recognized for the Educational Loan Programs to be extended by the Company and to enter into such Agreements/Contracts, as the Company may deem fit, for this purpose.
- To establish a Fund/Funds for carrying out any one or more the objectives of the Company.
- To apply to the Government, public bodies, Urban, Local, Municipal District and other bodies, corporations, companies or other persons for and to accept grants of money, equipment land, buildings, donations, gifts, subscriptions and other assistance with a view to promoting the objects of the company and to conform to any proper conditions on which such grants and other payments may be received.
- To appeal, solicit, receive or accept any gift(s) or donation (s) or contribution (s) in cash or in kind from any person or persons or firm (s) or company or others, on such terms and conditions and subject to the law of land for the furtherance of the objects of the Company or for any on or more of them, not inconsistent with the objects and constitutions of the Company and which may be acceptable to the Managing Committee.
- To refer to or agree to refer any claims, demands, disputes or any other question by or against the Company or in which the Company is interested or concerned and whether between the Company and the member or members or his or their representatives, or between the Company and third parties, to arbitration and to observe and perform and to do all acts, maters and things to carry out or enforce the awards.
- To give donations to and otherwise assist in any form whatsoever public charitable institutions, societies, funds and trusts.
- To establish, settle, promote, form, undertake or to execute any public charitable or welfare trust for the benefit of employees, ex-employees, directors, their dependents and general public or for the development and advancement of any activity in the field of education, healthcare, public welfare, science, for their benefit.
- To prescribe standards of proficiency and to award certificates, diplomas, degrees, associate ships, fellowships, chartered fellowships and other distinctions.
- To confer honorary awards and other distinctions and to establish professorships, lectureships of seats or faculties in any specific or general subject or branch or knowledge.
- To undertake, conduct, organize, aid, finance, encourage and participate in, seminars, workshops, conferences, congresses, conventions, councils, tutorials, lecture series, and group discussions in India and abroad.
- To fix and demand fees and other charges for products sold and services rendered.
- To transfer employees of any category or grade, from and to any institution, division or organization established, owned, managed, assisted, financed or promoted by the Company.
- To establish, promote, organize, undertake, manage, build, construct, equip, modernize, develop and operate, in any part of India or elsewhere, mobile libraries, libraries, reading rooms, books, magazines, video cassettes, audio cassettes, compact discs, CD-ROMs, micro films and photographs, cuttings and other publications, on membership and periodical fees, at subsidized rates or on free of cost basis, to members, organizations, institutions, individuals or to the public at large.
- To apply, approach, purchase, tender, auction, hold, protect, prolong, work, use or otherwise to acquire, renew, or dispose off in any part of the world, any patents, copyrights, trade secrets, secret processes, information know-now, formulae, inventions, trademarks, mono, logos, designs, designs, licenses, concessions and the like, conferring any absolute, exclusive, non-exclusive, limited, temporary or permanent rights to work the same and to use, develop, exercise or grant license in respect of, or turn to account the property, rights or information so acquired and to expend money in experimenting upon or testing or improving such patents, inventions, rights, designs or information’s.
- To retain or employ skilled professionals or advisors in connection with the objectives of the Company and to pay professional fees or remuneration as may be thought fit to those who are not members of the Company.
- To purchase, acquire, buy, take on lease or in exchange or otherwise acquire, sell, rent out, lease, dispose off any land of any tenure or description or building or parts of buildings and to develop and turn to account any land acquired by the Company and to construct buildings, flats, bungalows, tenements, row houses, commercial complex, townships, clubs, industrial sheds and other buildings and work of public utility and to sell, transfer, allot the same to such person as may be thought fit by the Company and to otherwise work as developers, builders, contractors, architects, engineers, supervisors, decorators, designers, values, surveyors, consulting engineers and offer constancy services of all kinds pertaining to real estate and to work as contractors, engineers, job workers, organizers of society.
- To pay all expenses preliminary or incidental to the formation of the Company and its registration either in cash or by issue of securities or partly in one or partly in any other manner.
- To incorporate, float, form, constitute and promote any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of this Company, or for carrying on any activity which this Company is authorized to carry on or for any other purpose which may seem directly or indirectly calculated to benefit this Company.
(c) OTHER OBJECTS: NIL
Provided that the Company shall not support its funds or endeavor to impose on or procure to be observed by its members or any other negotiation or restriction which, if any, object of the company would make it trade union.
IV The objects of the Company extend to the whole of India and abroad.
- The income and property of the Company, howsoever derived shall be applied solely for the promotion of its objects as set forth in this memorandum.
- No portion of the income or property aforesaid shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise by way of profit to persons who, at any time are, or have been members of the Company or to anyone or more of them or to any person claiming through anyone or more of them.
- Except with the previous approval of the Central Government, no remuneration or other benefit in money or money's worth shall be given by the company to any of its members whether officers or servant of the company or not, except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company.
- Except with the previous approval of 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 the above-mentioned para.
- 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 a 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 enforced unless the alteration has been previously submitted to, and approved by the regional director, Western Region, Department of Company Affairs, Mumbai.
VII. The liability of the members is limited.
VIII. The Authorised share capital of the company will consist of Rs1,00,000/- divided into 10,000 Equity Shares of Re10/- each.
IX. True accounts shall be kept of all sums of money received and expended by the company and the matters in respect in which such receipt and expenditure take place and of the property, creditors and liabilities of the company; and subject to any reasonable restriction as to the time and manner of inspecting the same that may be imposed in accordance with the regulation of the company for the time being in force, the accounts shall be open to the inspection of the members. Once at least in every year the accounts of the company shall be examined and the correctness of the Balance Sheet and the Income and Expenditure accounts ascertained by one or more properly qualified auditor/auditors.
X. If upon an 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 this company, to be determined by the members of this company at or before the time of dissolution or in default thereof by the high court/adjudicator that has or may acquire jurisdiction in the matter.
XI. Provided that all the income as well as the corpus or capital shall be applied for such public charitable purposes, including (a) relief to the poor (b) education (c) medical relief (d) preservation of environment not involving the carrying on of any activity for profit, as the law may regard as public charitable purposes, and in such manner and for one or more of such public charitable purpose to the exclusion of other or others, as the Trustees may think fit. The expression “Charitable Purposes’’ in this shall always be construed as excluding any purpose of a religious nature and it is intended and declared that the words “charitable purposes” or charitable purpose in this shall be construed and shall mean as not including any purposes of a religious nature.
PROVIDED that the income as well as the income of the capital shall be applied only towards public charitable purposes as aforesaid and any accumulation of income shall also be made and deemed to be made for application to such public charitable purposes as aforesaid.
(i) That notwithstanding anything hereinbefore or hereinafter contained, income as also the capital or Corpus Fund of the Foundation shall be applied and be applicable only to or for such public charitable purposes only and within such territories only and subject to such conditions or limitations if any as may from time to be laid down in the Income-tax Act, 1961 or Wealth-tax Act, 1957 or any other Act governing taxation of income of wealth, as will ensure or make the Foundation hereby established and its income as eligible for exemption from taxation under the Income-tax Act, 1961 and the Wealth-tax Act, 1957, and any replacement or re-enactment thereof or modification thereof or under any such Act, governing taxation of income or wealth for the time being in force in India
(ii) AND FURTHER that the Foundation shall be one to which the provisions of Section 88 (now 80-G) of the Income- Tax Act, 1961 the provisions of the Gift-tax, 1958 or any replacement or re-enactment or modification thereof for the time being in force shall apply, and donations thereto should be recognized as eligible for exemption or relief from tax in regard to the donor under the said Acts and any such or similar legislation for the time being in force in India.
WITHOUT PREJUDICE TO the generality of the foregoing purposes but subject as aforesaid:
IT IS DECLARED that the Directors shall each year apply the residue of the income of the Trust Fund and may at their discretion at any time and from time to time apply also any part or parts of the Capital or Corpus Fund in or towards any one or more of the purposes (which according to taxation laws aforesaid by public charitable purpose but excluding always as stated above any purpose of a religious nature) and without prejudice to the generality or their powers and subject to the limitations or conditions contained above.