1

PROJECT REPORT
ON
CONSOLIDATE COMPANY AND THEIR MEMORANDUM OF
ASSOCIATION

Submitted in partial fulfillment for the award of degree in “B.Com”,

vocational in “OMSP”

St. Xavier College

An autonomous college of Ranchi, university Ranchi

By:-
Name:- SWETA MEHTA
EXAM ROLL NO:-
08VOMSO10719
Class Roll NO:-08SXCVOM1070
STREM:-OMSP
SEMESTER:-5
Batch:-2008-11
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CASE STUDY

Two Consolidate companies which are approved by the company law board and
it is also designed in such a way so that multi functional system is to be from
many location. In this system lay down all the procedure of memorandum of
association.

The systematic procedure must be adopted for making consolidation. Frame a

new Memorandum of association.
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… CONTENTS …

S.N NAME OF CHAPTERS PAGE NO

1 INTRODUCTION OF PROJECT 4
2 OBJECTIVE 5
3 RESEARCH METHODOLOGY 6
4 INTRODUCTION OF MERGERS 7-8
5 Benefit of merger 9
5 PURPOSE OF MERGER 10-12
6 ADVANTAGES OF MERGERS 13
7 PROCEDURE of merger 13-19
9 IMPORTANT ELEMENTS OF MERGER 19-20
ROCEDURE
10 MEMORANDUM OF ASSOCIATION 21-30
11 Advantage of new merger 31
12 Bibliography 32
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INTRODUCTION OF PROJECT

My project are based on consolidate company and their procedure of

memorandum of association. I am assuming that two company will be merge
and make one company their name is “POPULATION ASSOCIATION OF
JHARKHAND”. These companies are private company and non- profitable
company. These are established in Ranchi at Lalji Hiraji Road,Main Road. In
this project, many topics are described that are introduction of mergers and
acquisition, purpose of merger and acquisition types of mergers, advantages of
mergers and takeovers, consideration of merger and takeover, procedure of
merger and acquisition and memorandum of association.
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RESEARCH OBJECTIVE

 To understand systematic procedure which is must be adopted during

merger or Acquisition of company.

 To understand procedure of memorandum of association.

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RESEARCH METHODOLOGY

WHAT TO STUDY:-

 Systematic procedure of merger or Acquisition of company.

 Procedure of making memorandum of association.

WHERE TO STUDY:-

 A assumed company name is “POPULATION ASSOCIATION OF

JHARKHAND”

HOW TO STUDY

I have adopted following method for data collection:-

PRIMARY SOURCE:-
 informal talk with experience professors and relatives.

SECONDARY SOURCE:-
 Website
 Note book
 Newspaper
 Book of Company Low “ Ashok K Bagrial” and others

TIME DUERATION
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 Approx 15 days
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INTRODUCTION TO MERGERS AND ACQUISITION

Merger is defined as combination of two or more companies into a

single company where one survives and the others lose their corporate
existence. The survivor acquires all the assets as well as liabilities of the merged
company or companies. Generally, the surviving company is the buyer, which
retains its identity, and the extinguished company is the seller
We have been learning about the companies coming together to from
another company and companies taking over the existing companies to expand
their business. Certain companies in the same field of business have found it
beneficial to merge together into one company.
However, companies are now increasingly using their surplus funds
for acquiring other companies, often in the same line of business, to widen
product range and to increase market share. An Acquisition occurs through
buying of one company (the ‘target’) by another, with the intent of more
effectively using a core competence by making the acquired company, a
subsidiary in its portfolio of businesses.
.
Merger is also defined as amalgamation. Merger is the fusion of two or
more existing companies. All assets, liabilities and the stock of one company
stand transferred to Transferee Company in consideration of payment in the
form of:
 Equity shares in the transferee company,
 Debentures in the transferee company,
 Cash, or
 A mix of the above modes.

Acquisition in general sense is acquiring the ownership in the property. In

the context of business combinations, an acquisition is the purchase by one
company of a controlling interest in the share capital of another existing
company.

Corporate Mergers and Acquisitions do not always result in the success; indeed
many result in a net loss of value due to certain inherent problems. These
problems in achieving success of mergers interlaid includes high social and
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financial costs, duplication of activities, incompatibility of systems, people and

culture, etc.
All our daily newspapers are filled with cases of mergers, acquisitions,
spin-offs, tender offers, & other forms of corporate restructuring. Thus
important issues both for business decision and public policy formulation have
been raised. No firm is regarded safe from a takeover possibility. On the more
positive side Mergers & Acquisition’s may be critical for the healthy expansion
and growth of the firm. Successful entry into new product and geographical
markets may require Mergers & Acquisition’s at some stage in the firm's
development. Successful competition in international markets may depend on
capabilities obtained in a timely and efficient fashion through Mergers &
Acquisition's. Many have argued that mergers increase value and efficiency and
move resources to their highest and best uses, thereby increasing shareholder
value. .

Considerable amount of brainstorming would be required by the

managements to reach a conclusion
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BENEFITS OF MERGERS AND ACQUISITIONS

Corporate Mergers and Acquisitions represent part of a corporate/

business strategy used by many companies to achieve various objectives. There
can be a number of motives for a company to pursue a strategy of Merger.
Following motives are generally considered before Mergers,

 Large enough size to realize economies of scale,

 Diversification to reduce the risk of business,
 Desired synergies,
 Taxation advantage not available without merging,
 Increased efficiencies,
 Reduction in administrative cost and overcoming critical lacks,
 Risk spreading,
 Increased revenue and utilize market power/ share,
 Eliminating competition and to achieve monopoly benefits,
 Creating opportunities for cross-selling,
 Displacing an existing management,
 Efficient access to capital markets
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PURPOSE OF MERGERS AND ACQUISITION

The purpose for an offer or company for acquiring another company shall
be reflected in the corporate objectives. It has to decide the specific objectives
to be achieved through acquisition. The basic purpose of merger or business
combination is to achieve faster growth of the corporate business. Faster growth
may be had through product improvement and competitive position.

Other possible purposes for acquisition are short listed below: -

(1)Procurement of supplies:

1. To safeguard the source of supplies of raw materials or intermediary

product;
2. To obtain economies of purchase in the form of discount, savings in
transportation costs, overhead costs in buying department, etc.;
3. To share the benefits of suppliers economies by standardizing the
materials.

(2)Revamping production facilities:

1. To achieve economies of scale by amalgamating production

facilities through more intensive utilization of plant and resources;
2. To standardize product specifications, improvement of quality of
product, expanding
3. market and aiming at consumers satisfaction through strengthening
after sale
4. services;
5. to obtain improved production technology and know-how from the
offeree company
6. to reduce cost, improve quality and produce competitive products
to retain and
7. improve market share.

(3) Market expansion and strategy:

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1. to eliminate competition and protect existing market;

2. to obtain a new market outlets in possession of the offeree;
3. to obtain new product for diversification or substitution of existing
products and to enhance the product range;
4. strengthening retain outlets and sale the goods to rationalize distribution;
5. to reduce advertising cost and improve public image of the offeree
company;
6. strategic control of patents and copyrights.

(4) Financial strength:

1. to improve liquidity and have direct access to cash resource;

2. to dispose of surplus and outdated assets for cash out of combined
enterprise;
3. to enhance gearing capacity, borrow on better strength and the
greater assets backing;
4. to avail tax benefits;
5. to improve EPS (Earning Per Share).

(5) General gains:

1. to improve its own image and attract superior managerial talents to
manage its affairs;
2. to offer better satisfaction to consumers or users of the product.

(6) Own developmental plans:

The purpose of acquisition is backed by the offeror company’s own
developmental plans.
A company thinks in terms of acquiring the other company only when it
has arrived at its own development plan to expand its operation having
examined its own internal strength where it might not have any problem
of taxation, accounting, valuation, etc. but might feel resource constraints
with limitations of funds and lack of skill managerial personnel’s. It has
to aim at suitable combination where it could have opportunities to
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supplement its funds by issuance of securities, secure additional financial

facilities, eliminate competition and strengthen its market position.

(7) Strategic purpose:

The Acquirer Company view the merger to achieve strategic objectives
through alternative type of combinations which may be horizontal,
vertical, product expansion, market extensional or other specified
unrelated objectives depending upon the corporate strategies. Thus,
various types of combinations distinct with each other in nature are
adopted to pursue this objective like vertical or horizontal combination.

(8) Corporate friendliness:

Although it is rare but it is true that business houses exhibit degrees of
cooperative spirit despite competitiveness in providing rescues to each
other from hostile takeovers and cultivate situations of collaborations
sharing goodwill of each other to achieve performance heights through
business combinations. The combining corporates aim at circular
combinations by pursuing this objective.

(9) Desired level of integration:

Mergers and acquisition are pursued to obtain the desired level of
integration between the two combining business houses. Such integration
could be operational or financial. This gives birth to conglomerate
combinations. The purpose and the requirements of the offeror company
go a long way in selecting a suitable partner for merger or acquisition in
business combinations.
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ADVANTAGES OF MERGERS AND TAKEOVERS

Mergers and takeovers are permanent form of combinations which vest in
management complete control and provide centralized administration which are
not available in combinations of holding company and its partly owned
subsidiary. Shareholders in the selling company gain from the merger and
takeovers as the premium offered to induce acceptance of the merger or
takeover offers much more price than the book value of shares. Shareholders in
the buying company gain in the long run with the growth of the company not
only due to synergy but also due to “boots trapping earnings”.
Motivations for mergers and acquisitions
Mergers and acquisitions are caused with the support of shareholders,
manager’s ad promoters of the combing companies. The factors, which motivate
the shareholders and managers to lend support to these combinations and the
resultant consequences they have to bear, are briefly noted below based on the
research work by various scholars globally.

(1) From the standpoint of shareholders

Investment made by shareholders in the companies subject to merger
should enhance in value. The sale of shares from one company’s shareholders to
another and holding investment in shares should give rise to greater values i.e.
the opportunity gains in alternative investments. Shareholders may gain from
merger in different ways viz. from the gains and achievements of the company
i.e. through
(a) realization of monopoly profits;
(b) economies of scales;
(c) diversification of product line;
(d) acquisition of human assets and other resources not available otherwise;
better investment opportunity in combinations.
One or more features would generally be available in each merger
where shareholders may have attraction and favor merger.

(2) From the standpoint of managers

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Managers are concerned with improving operations of the company,

managing the affairs of the company effectively for all round gains and growth
of the company which will provide them better deals in raising their status,
perks and fringe benefits. Mergers where all these things are the guaranteed
outcome get support from the managers. At the same time, where managers
have fear of displacement at the hands of new management in amalgamated
company and also resultant depreciation from the merger then support from
them becomes difficult.

(3) Promoter’s gains

Mergers do offer to company promoters the advantage of increasing the
size of their company and the financial structure and strength. They can
convert a closely held and private limited company into a public company
without contributing much wealth and without losing control.

(4) Benefits to general public

Impact of mergers on general public could be viewed as aspect of benefits

and costs to:
(a) Consumer of the product or services;
(b) Workers of the companies under combination;
(c) General public affected in general having not been user or
consumer or the worker in the companies under merger plan.

(a) Consumers
The economic gains realized from mergers are passed on to
consumers in the form of lower prices and better quality of the
product which directly raise their standard of living and quality of
life. The balance of benefits in favour of consumers will depend
upon the fact whether or not the mergers increase or decrease
competitive economic and productive activity which directly
affects the degree of welfare of the consumers through changes in
price level, quality of products, after sales service, etc.
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(b) Workers community

The merger or acquisition of a company by a conglomerate or other
acquiring company may have the effect on both the sides of
increasing the welfare in the form of purchasing power and other
miseries of life. Two sides of the impact as discussed by the
researchers and academicians are: firstly, mergers with cash
payment to shareholders provide opportunities for them to invest
this money in other companies which will generate further
employment and growth to uplift of the economy in general.
Secondly, any restrictions placed on such mergers will decrease
the growth and investment activity with corresponding decrease in
employment. Both workers and communities will suffer on
lessening job opportunities, preventing the distribution of benefits
resulting from diversification of production activity.
(c) General public
Mergers result into centralized concentration of power. Economic
power is to be understood as the ability to control prices and
industries output as monopolists. Such monopolists affect social
and political environment to tilt everything in their favor to
maintain their power ad expand their business empire. These
advances result into economic exploitation. But in a free economy
a monopolist does not stay for a longer period as other companies
enter into the field to reap the benefits of higher prices set in by the
monopolist. This enforces competition in the market as consumers
are free to substitute the alternative products. Therefore, it is
difficult to generalize that mergers affect the welfare of general
public adversely or favorably. Every merger of two or more
companies has to be viewed from different angles in the business
practices which protects the interest of the shareholders in the
merging company and also serves the national purpose to add to
the welfare of the employees, consumers and does not create
hindrance in administration of the Government polices.
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PROCEDURE OF MERGER AND ACQUISITION

A merger is a complicated transaction, involving fairly complex legal

considerations. While evaluating a merger proposal, one should bear in mind
the following legal provisions. Sections 391 to 394 of the companies act, 1956
contain the provisions for amalgamations. The procedure for amalgamation
normally involves the following steps:

1. Examination of object Clauses: The memorandum of association of both

the companies should be examined to check if the power to amalgamate is
available.
Further, the object clause of the amalgamated company (transferee Company)
should permit it to carry on the business of the amalgamating company
(transferor company) .If such clauses do not exists, necessary approvals of the
shareholders, boards of directors and Company Law Board are required.
2. Intimation to stock Exchanges: The stock exchanges where the
amalgamated and amalgamating companies are listed should be informed about
the amalgamation proposal. From time to time, copies of all notices, resolutions,
and orders should be mailed to the concerned stock exchanges.
3. Approval of the draft amalgamation proposal by the Respective Boards:
The draft amalgamation proposal should be approved by the respective boards
of directors. The board of each company should pass a resolution authorizing its
directors/executives to pursue the matter further.
4. Application to the National Company Law Board (NCLB): Once the draft
of amalgamation proposal is approved by the respective boards, each company
should make an application to the NCLB so that it can convene the meetings of
shareholders and creditors for passing the amalgamation proposal.
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5. Dispatch of notice to shareholders and creditors: In order to convene the

meeting of shareholders and creditors, a notice and an explanatory statement of
the meeting, as approved by the NCLB, should be dispatched by each company
to its shareholders and creditors so that they get 21 days advance intimation.
The notice of the meetings should also be published in two newspapers. An
affidavit confirming that the notice has been dispatched to the
shareholders/creditors and that the same has been published in newspapers
should be filed with the NCLB.
6. Holding of Meetings of shareholders and creditors: A meeting of
shareholders should be held by each company for passing the scheme of
amalgamation. At least 75 percent (in value) of shareholders in each class, who
vote either in person or by proxy, must approve the scheme of amalgamation.
Likewise, in a separate meeting, the creditors of the company must approve of
the amalgamation scheme.
7. Petition to the NCLT for confirmation and passing of NCLB orders:
Once the amalgamation scheme is passed by the shareholders and creditors, the
companies involved in the amalgamation should present a petition to the NCLB
for confirming the scheme of amalgamation. The NCLB will fix a date of
hearing. A notice about the same has to be published in two newspapers. After
hearing the parties the parties concerned ascertaining that the amalgamation
scheme is fair and reasonable, the NCLB will pass an order sanctioning the
same. However, the NCLB is empowered to modify the scheme and pass orders
accordingly.
8. Filing the order with the Registrar: Certified true copies of the NCLB
order must be filed with the Registrar of Companies within the time limit
specified by the NCLB.
9. Transfer of Assets and Liabilities: After the final orders have been passed
by the NCLB, all the assets and liabilities of the amalgamating company will,
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with effect from the appointed date, have to be transferred to the amalgamated
company.
10. Issue of shares and debentures: The amalgamated company, after
fulfilling the provisions of the law, should issue shares and debentures of the
amalgamated company. The new shares and debentures so issued will then be
listed on the stock exchange.
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IMPORTANT ELEMENTS OF MERGER PROCEDURE ARE:

Scheme of merger
The scheme of any arrangement or proposal for a merger is the heart of the
process and has to be drafted with care. There is no specific form prescribed for
the scheme. It is designed to suit the terms and conditions relevant to the
proposal but it should generally contain the following information as per the
requirements of sec. 394 of the companies Act, 1956:
1. Particulars about transferor and transferee companies
2. Appointed date of merger
3. Terms of transfer of assets and liabilities from transferor to transferee
4. Effective date when scheme will came into effect
5. Treatment of specified properties or rights of Transferor Company
6. Terms and conditions of carrying business by Transferor Company between
appointed date and effective date
7. Share capital of Transferor Company and Transferee Company specifying
authorized, issued, subscribed and paid up capital.
8. Proposed share exchange ratio, any condition attached thereto and the
fractional share certificate to be issued.
9. Issue of shares by Transferee Company
10. Transferor company’s staff, workmen, employees and status of provident
fund, Gratuity fund, superannuation fund or any other special funds created for
the purpose of employees.
11. Miscellaneous provisions covering Income Tax dues, contingent and other
accounting entries requiring special treatment.
12. Commitment of transferor and Transferee Company towards making an
application U/S 394 and other applicable provisions of companies Act, 1956 to
their respective High court.
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13. Enhancement of borrowing limits of transferee company when scheme

coming into effect.
14. Transferor and transferee companies consent to make changes in the scheme
as ordered by the court or other authorities under law and exercising the powers
on behalf of the companies by their respective boards.
15. Description of power of delegates of Transferee Company to give effect to
the scheme. Qualifications attached to the scheme which requires approval of
different agencies.
16. Effect of non receipt of approvals/sanctions etc.
17. Treatment of expenses connected with the scheme.
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MEMORANDUM OF ASSOCIATION
OF
POPULATION ASSOCIATION OF JHARKHAND

ARTICLE 1

NAME AND NATURE OF THE ASSOCIATION

1.1 The name of the Association shall be Population Association of Jharkhand.
The Association shall be a non-profit and non-political organization.

ARTICLE 2

REGISTERED OFFICE

2.1 The registered office of the Association shall be located in Islamabad.

ARTICLE 3
OBJECTIVES & FUNCTIONS OF THE ASSOCIATION
3.1The objective of the Association is to promote and strengthen the discipline
of population by providing for a to subject experts, facilitating their
professional development, sharing scientific knowledge in population,
and sharing experiences in the different disciplines related to population.

3.2To achieve this objective the Association shall:

a) Bring the members of the Association together periodically in a

multidisciplinary environment of professional exchange;

b) Bring members in contact with population professionals from other

countries for sharing knowledge;

c) Hold conferences and meetings for presentation of scientific and

technical papers and discussions;

d) Arrange lectures by recognized national/international scholars for

young professionals and the general public;

e) Facilitate research in the different disciplines ofpopulation;

f) Encourage population studies in educational institutions;

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g) Develop and train young professionals/students by arranging funds for

scholarships and by identifying courses/trainings in population at the
national and international level;

h) Publish journals, newsletters, or any other scientific or professional

publications under the direction of an Editorial Board appointed by
the Executive Council;

i) Confer awards on scholars for outstanding contributions in the general

area of population;

j) Offer advice on critical policy issues;

k) Collaborate with other national and international organizations

pursuing similar goals; and

l) Do all such things as are conducive to the attainment of the above

objectives.

ARTICLE 4

MEMBERSHIP
4.1 Acknowledging the inter-disciplinary nature of population studies, the
membership of the Association shall be open to demographers,
sociologists, statisticians, reproductive health experts, environmentalists,
economists, geographers, public health personnel, social workers, and
other professionals interested and involved in population studies and
related action programs.

4.2 Forms of membership in the Association shall consist of:

a) Regular Membership: Any person fulfilling the following criteria,

and recommended by any two members of the Association, may
become a regular member of the Association:

i) Be the holder of an advanced degree in a subject related to

population; or
ii) Be the author of at least one scientific publication in the field
of population in a recognized scientific journal; or
iii) Have demonstrated commitment to the field through
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research, writing, teaching or administration.

b) Institutional Membership: Institutional Membership shall be open

to institutions engaged in population studies or activities, on
approval by a majority of the Executive Council. Each member
institution shall nominate one member of its staff to participate in
the meetings held by the Association.

c) Life Membership: Life Membership shall be open to any individual

eligible for regular membership on payment of an amount fixed in
the Rules and Regulations and/or bye-laws of the Association.

d) Student Membership: Student membership shall be open to persons

enrolled in graduate study in a population-related field, and
recommended by any one member of the Association or the head
of the department or institution.

4.3 All members other than honorary members shall pay a membership
subscription fee prescribed in the Rules and Regulations and/or the Bye-
laws of the Association.

4.4 a) All members shall be entitled as a matter of right to participate in

all activities of the Association, except as indicated in Article 4.4(b)
below.

b) The right to vote or to become Office Bearers of the Association

shall be given to all members except Student Members and nominees
of Institutional Members (unless they are otherwise members).

c) All members who are current in their membership subscriptions shall

be entitled to receive, free of cost, all publications and
communications of the Association.

4.5 Membership of the Association shall cease:

a) By voluntary resignation as from a specified date;

b) If a member fails to pay her or his subscription one year after the
subscription has become due, and has not responded within an
additional 21 days after a registered notice demanding payment
has been received.

c) If a resolution terminating such membership is passed by a majority

of not less than three fifths of the members of the Executive Council
and if such resolution of the Executive Council is confirmed by the
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General Body at its next meeting by a majority. No member shall

question the reasonableness or otherwise of a resolution passed
under Article 4.5 (c) above and shall submit to it provided she or he
has been served with a notice in writing at least 14 days prior to
action taken by the Secretary General informing her or him of such
action and provided she or he has been given an opportunity to
represent her or his case before the Executive Council.

ARTICLE 5
GENERAL BODY
5.1The General Body of the Association shall consist of all the voting members
identified in Article 4.4(b) above.

.2 The General Body shall have the following duties and powers:

(a) To elect an Executive Council and Office Bearers of the Association

in a general meeting duly convened for the purpose. At least one third
of voting members shall be required to constitute a quorum;
(b) To consider and decide on all matters as may from time to time be
placed before them in a general meeting;
(c) To amend this Memorandum of Association according to procedures
set forth herein, in the Rules & Regulations and/or in the Bye-laws;
(d) To suspend or remove elected Officers of the Association or Members
of the Executive Council, on convening of a special meeting of the
General Body, with at least 50 percent of the voting members present,
and 80 percent of those present voting to remove. A special meeting
for this purpose shall be held on written demand of one-third of all
voting members.

5.3 Members of the General Body unable to attend the meeting shall have the
right to express their opinion through postal or electronic communication
on any matter on the agenda of the meeting of the General Body. Such
opinion shall be duly considered.

ARTICLE 6
EXECUTIVE COUNCIL
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6.1 The Association shall have an Executive Council that shall act as an
executive and managing authority of the Association; and that shall
manage the affairs of the Association.

6.2 The Executive Council shall be comprised of six regular members elected
by the General Body and five office bearers of the Association who shall
be ex-officio members of the Council.

6.3 There shall be a full-time paid Executive Officer appointed by the

President with the approval of the Executive Council, who shall be based
in the Secretariat of the Association and who shall manage the day-to-day
affairs of the Association under the direct supervision of the Secretary
General. She or he shall also serve as non-voting secretary to the
Executive Council.

6.4 The Executive Council shall be elected for a term of two years by the
voting members from among themselves in a General Body meeting
convened for the purpose in accordance with the procedure prescribed in
the Rules and Regulations and/or bye-laws of the Association.

6.5 All members of the Executive Council shall be elected for a period of two
years. However,

a) In extraordinary circumstances the Executive Council may

continue functioning for an additional period of not more
than six months, after which its powers shall cease to exist.
In such an event, the General Body Meeting may convene to
organize new elections;

b) None of the Office Bearers of the Association and the

members of the Executive Council shall hold the same office
for more than two consecutive terms;

c) A member of the Executive Council not attending two

consecutive meetings of the Executive Council without prior
written information to the President/ Secretary General shall
cease to be a member of the Executive Council.

6.6 The President, or in her or his absence, the Vice-President shall preside
over the meetings of the Executive Council. In their absence, the
members present shall elect a chairman for the meeting.

6.7 The Executive Council shall direct, regulate and administer the general
 27

affairs of the Association in accordance with this Memorandum of

Association, the Rules and Regulations and/or bye-laws of the
Association; and shall:

a) Draw an annual program and undertake projects for the fulfillment

of the objects of the Association;

b) Draft, propose, approve and amend the Rules and Regulations

and/or bye-laws of the Association;

c) Grant affiliations to similar bodies if deemed desirable in the

opinion of the Executive Council in accordance with the Rules and
Regulations and/or the Bye-laws;

d) Convene the meeting of the General Body as and when necessary;

e) Present to the session of the General Body a written report of the

activities of the Association;

f) Fill any casual vacancies in the Executive Council by co-option

from amongst the present voting membership of the Association,
up to a maximum three members;

g) Have the right to approve all contracts or research proposals on

population and related fields on behalf of the Association;

h) Have the right to own, hold, administer and invest funds and
property on behalf of the Association, and in furtherance of the
aims of the Association;

i) Approve the admission of members of all categories of the

Association with simple majority vote.

6.8 The decisions of the Executive Council shall be taken by a simple

majority vote. In the event of a tie, the President or the person presiding
over the meeting shall have the casting vote.

6.9 In the event of a casual vacancy in the offices of the President or

Secretary General, the Vice President or Joint Secretary, respectively,
shall assume their duties for the remaining period. For vacancies in the
positions of other Office Bearers, the Executive Council shall fill the
casual vacancy as deemed appropriate under the circumstances.
 28

6.10 The Executive Council shall have the authority to draft and approve
specific Rules and Regulations and/or Bye-laws relating to the conduct of
elections, including voting procedures.

ARTICLE 7

DUTIES AND POWERS OF THE OFFICE BEARERS OF THE

ASSOCIATION

7.1 The Association shall have the following Office Bearers:

President
Vice-President
Secretary General
Joint Secretary
Treasurer

7.2 The President shall:

(a) Convene meetings of the Executive Council

(b) Preside at all the meetings of the General Body and Executive
Council; and

(c) Guide the activities of the Association according to this

Memorandum of Association, the Rules and Regulations and/or
bye-laws of the Association.
7.3 The Vice President shall:

a) Assist the President in discharging the duties of that office in

the manner specified by the President; and

b) Discharge the duties and exercise the powers of the President in her
or his absence

7.4 The Secretary General shall:

a) Be responsible for Supervision of day-to-day activities of the

Association;

b) Appoint and dismiss the Executive Officer of the Association

 29

subject to the approval of Executive Council;

c) Supervise the appointment and dismissal of other paid staff of the

Association;

d) Carry out authorized business in the interest of the Association

with the approval of the Executive Council. The Secretary General
shall have the discretion to delegate in writing any of the above
powers to the Executive Officer after informing the President of
the same.

7.5 The Joint Secretary shall undertake all the duties of the Secretary General
in her or his absence and assist the later in the day to day functioning of
the Association.

7.6 The Treasurer shall:

a) Be responsible for maintaining the Cash and Books of Account of the

Association, initiating this in a bank approved by the Executive Council;

b) Supervise the maintenance of proper books of receipt, and present a

Financial Statement at the Annual General Meeting of the General Body,
duly approved by the Executive Council;

c) Be responsible for the annual auditing of the accounts by the Auditors as

appointed by the Executive Council.

7.7 Any Office Bearers or Members of the Executive Council may resign for
any reason, by notifying the President in writing.

ARTICLE 8

ELECTIONS AND VOTING

All elections of the Office Bearers of the Association and of the members of the
Executive Council shall be held in accordance with the provisions contained in
the Rules and Regulations and/or the Bye-laws of the Association.
 30

ARTICLE 9
FINANCES
9.1 The fee for memberships shall be as specified in the Rules and
Regulations and/or the Bye-laws of the Association.

9.2 The Association shall be financed from sources identified in the Rules
and Regulations and/or the Bye-laws of the Association.

9.3 All sums received shall be regularly deposited in a scheduled bank in

accounts opened for this purpose in accordance with this Memorandum
and the Rules and Regulations and/or the Bye-laws of the Association.

9.4 All accounts shall be audited every year by a chartered accountant

appointed by the Secretary General in consultation with the President.

ARTICLE 10
MEETINGS
All meetings of the Association shall be held in accordance with the procedure
prescribed in the Rules and Regulations and/or Bye-laws of the Association.

ARTICLE 11
COMMITTEES
The President in consultation with the Secretary General, and the Executive
Council, shall have the power to form committees as and when deemed
necessary, in accordance with the Rules and Regulations and/or Bye-laws, in
order to meet the objectives of the Association.

ARTICLE 12

AMENDMENTS
This Memorandum of Association or a part thereof may be amended by
resolution passed by a three fifths majority of the members present at General
Body Meeting subject to the condition that the members voting constitute more
than one-half of all eligible voters; and had been given a ten days prior notice of
the meeting.
 31

ARTICLE 13

INTERPRETATION
Whenever any difference arises amongst the members touching upon the intent
or construction or the incidence or consequences of this Memorandum of
Association or the Rules and Regulations or the Bye-Laws, or touching
anything then or thereafter done, executed, omitted, or suffered in pursuance of
these presents or of the Memorandum or the Rules and Regulations or touching
upon the affairs of the Association, then every such difference shall, as a
condition precedent to any other action at law, be referred to the decision of the
Executive Council. The decision of the Executive Council shall be final.
Matters relating to the interpretation of the Memorandum shall be specifically
mentioned in the agenda of the Executive Council.

ARTICLE 14

DISSOLUTION OF THE ASSOCIATION

The Association may be dissolved by a resolution passed by three-fifths of the
total number of members present at the General Body in accordance with the
provisions prescribed in section 13 of the Societies Registration Act 1860. At
such a meeting, at least 50 percent of members must be present.
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ADVANTAGE OF NEW MERGER

BIBLIOGRAPHY

The following Websites and books are taken in reference for

completion of my project:-

PRIMARY SOURCE:-

 Informal talk with experience teachers and my relative.

SECONDARY SOURCE:-

 Website
 Note book
 Newspaper
 Book of Company Low “ Ashok K Bagrial” and others