COMPANY LAW PROJECT

INSIGHT LTD.

prepared by

PARAS ARORA

REGISTERED OFFICE: FEROZE Submitted To : Ms.

GANDHI MARKET, 14 COMPLEX, Jaspreet Kaur
LUDHIANA
TABLE OF CONTENTS
1. NAME, NATURE OF THAT COMPANY
2. Registered office
3. Company logo
4. Main object (MOA)
5. AOA
6.Capital (number of
shares, authorised capital,
paid up capital, registered
capital, issued capital
etc)
7. Prospectus
8. Sources of raising funds
9. Managerial positions
 UNDER THE COMPANIES ACT, 1956 (1 OF 1956)

PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

INSIGHT LIMITED

1. The name of the company is INSIGHT LIMITED.

2. The Registered Office of the company will be situated in the city of
LUDHIANA
3. The objects for which the company is established are:

(A) MAIN OBJECTS TO BE PURSUED BY THE COMPANY

ON ITS INCORPORATION ARE:

• To purchase, lease or otherwise acquire, establish, maintain, operate, run,

manage or administer centers, AI, mental health care and research centers.
• To provide medical relief to the public in all branches of mental by all available
means.
• To carry out medical and clinical research by engaging in the research and
development of all mental health sciences, and therapies.
• To undertake, promote or engage in all kinds of research including clinical
research and development work required to promote, assist or engage in
setting up hospitals and health care centres
• To provide, encourage, initiate or promote facilities for the discovery,
improvement or development of new methods of diagnostic, understanding
and prevention and treatment of disease.

(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE

ATTAINMENT OF THE MAIN OBJECTS ARE:
1. To provide, encourage, initiate or promote facilities for the discovery,
improvement or development of new methods of diagnosis, understanding
and prevention and treat of diseases.
2. To conduct and to carry on experiments and to provide funds for research
works and for scholarships, stipend, remuneration and/or other payments or
aid to any person or persons encouraged in research work, or work connected
 with or conducive to research and to encourage and to improve knowledge of
the persons who are engaged or likely to be engaged in any medical or related
profession so as to make available medical relief to the public at large.
3. To promote manage, cooperate with or afford assistance to or otherwise assist
the work of any other foundation, institution or body engaged in medical
research, treatment.
4. To buy or generate for its own use or otherwise steam, heat, light, electricity,
gas, motive power and hydro-electric or water power for the purpose of the
business of the Company.
5. To construct, maintain and alter any buildings, or works, necessary or
convenient for the purposes of this company and to purchase, hire, construct,
improve, maintain, work, manage, carry out, or control any roads, branches of
sidings, bridges, reservoirs, water courses, river transport services, wharves,
manufactories, warehouses, electric workshops, stores, jetties, and other
conveniences and works which may seem calculated directly or indirectly to
advance the company’s interest and to contribute to subsidise or otherwise
assist or take part in the constructions, improvements, maintenance, workings,
management, carrying out, or control thereof.
6. To acquire from any sovereign, state or authorities in India or elsewhere, any
concessions, grants, decrease, rights, powers and privileges whatsoever, which
may seem to the company capable of being turned to account and to work,
develop, carry out, exercise and turn to account the same.
7. To plant, grow and produce agricultural products and other produce of any
kind in India or elsewhere necessary or useful for the business of the company.
8. Generally to undertake and carry on any business, transactions or operation
commonly undertaken or carried on by explorers, prospectors, or
concessionaires and to carry on any other business which may seem to the
company capable of being conveniently carried on in connection with any of
the objects of the company, or which may be thought calculated directly or
indirectly to enhance the value of or render profitable, any of the company’s
property or rights.
9. To enter into any arrangements or agreement with any Government, State or
authority, municipal, local or otherwise, or any corporation, companies, or
persons that may seem conductive to the attainment of the company’s objects
or any of them and to obtain from any such Government, State authority, Co-
operation, Company or persons any rights, privileges or concessions and to
carry out, exercise and comply with such arrangement or agreement.
10. To apply for, promote and obtain any Act of Legislature or other authority for
enabling the Company to carry any of its objects into effect, or for effecting any
modification of the company’s constitution or for any other purpose which may
 seem expedient and to oppose any proceedings or applications which may
seem calculated directly, or indirectly to prejudice the company’s interests.
11. To acquire by purchase or otherwise for the business of the company in India
or elsewhere, any lands, manufactories, buildings, mills, plants, engines,
machinery and other things found necessary for the business of the Company.
12. To assist any Company, financially or otherwise by issuing or by subscribing for or
guaranteeing the subscription and issue of capital, shares, stock, debentures,
debenture-stock or other securities and to take, hold and deal in shares, stock and
securities of any Company notwithstanding any liability that maybe thereon.
13. To acquire and hold shares in any other Company and pay for properties, rights or
privileges, acquired by this Company, either in shares of this Company or partly in
cash or otherwise and to give shares or stock of this Company in exchange for shares
or stock of any other Company, provided that the investments are made out of surplus
funds.
14. To float and bring into existence such companies as may appear advantageous and to
conduct the business of such companies as their Agents.
15. To undertake and carry on any business transaction or operation commonly
undertaken or carried on by financiers, promoters of companies, bankers,
underwriters, concessionaires and contractors for, public and other works, capitalist
or merchants, in particular to underwrite issue and place shares, stocks, bonds,
debenture-stocks and securities.
16. To effect insurances and assurances on the lives of any debtors to the Company or on
the lives of any other persons in whom the Company may have an assurable interest
and to pay the premiums and other moneys required to keep up the policies of
assurances out of the moneys of the Company.
17. To open and keep register or registers in any country or countries where it may deem
advisable to do so and to allocate any number of shares in the Company to such
register of registers. 45.
18. To improve, manage, work, develop, lease, mortgage, abandon or otherwise deal with
all or any of the properties of the Company rights and concessions of the Company.
19. To create any depreciation fund, Reserve Fund, Insurance Fund, Sinking Fund or any
other Special Fund, whether for depreciation or repairs, replacement, improving,
extending or maintaining any of the properties of the Company, or for any other
purposes conducive to the interests of the Company.
20. To place to reserve or to distribute as dividend or bonus among the members or
otherwise to apply, as the Company from time to time may think fit any moneys
received by way of premium on shares or debentures issued at a premium by the
Company and any moneys received in respect of dividends accrued on forfeited shares
and moneys arising from the sale by the Company of forfeited shares or from
unclaimed dividends.
21. To capitalise its reserves and issue bonus shares.
22. To adopt such means of makings known the business of the Company as may seem
expedient and in particular by advertising in the press by circulars, by purchase and
exhibition of works of art or interest, by publication of books and periodicals and by
granting prizes not falling under the provisions of Lotteries Act, rewards and
donations.
23. To provide for the welfare of the employee or ex-employees of the company and the
wives, widows and families of the dependents or connections of such persons by
building or contributing for the building of houses, dwelling or chawls or by grants of
money pensions, allowances, bonus or other payments, or by creating and from time
to time subscribing or contributing to provident fund and other associations,
institutions, funds or trusts, and by providing or subscribing or contributing towards
places of instruction and recreation, hospitals and dispensaries, medical and other
attendants and other assistance as the Company shall think fit.
24. Subject to Section 73 and 179 and 180 of the Companies Act, 2013, to borrow or raise
money, or receive monies on deposit, interest or otherwise in such manner as the
company may think fit for the business of the Company including by issue of
debentures perpetual or otherwise including debentures convertible into shares, or
perpetual annuities and on security of any such money so borrowed, raised or
received, to mortgage, pledge or charge the whole or any part of the property, assets
or revenue of the Company, present or future, including its uncalled capital by special
assignment or otherwise or to transfer or convey the same absolutely or in trust and to
give the lenders powers of sale of the property except uncalled capital and other
powers as may seem expedient, and to purchase, redeem, or pay off any such
securities.
25. To establish and support or aid in the establishment and support of associations,
institutions, funds, trusts and conveniences calculated to benefit person who are or
have been Directors or who are or have been employed by or who are serving or have
served the Company or any Company which is a subsidiary of the Company or the
dependents or connections of such persons and to grant pensions and allowances and
to make payment towards insurance.

4. The liability of the members is LIMITED

5. The Authorised Share Capital of the Company is Rs. 678,00,00,000 (Rupees Six
Hundred Seventy Eight Crores) divided into 60,00,00,000 (Sixty Crores) Equity
Shares of Rs. 10 (Rupees Ten) each, 200 Class ‘A’ Non-Cumulative Redeemable
Preference Shares of Rs. 1,00,000 (Rupees One Lac) each, 1,14,98,846 Class ‘B’ Non-
Cumulative Redeemable Preference Shares of Rs.10 (Rupees Ten) each and
6,45,01,154 Class ‘C’ Cumulative Redeemable Preference Shares of Rs. 10 (Rupees
Ten) each. The Preference Shares shall be entitled to such rate of dividend and
other terms as may be decided by the Directors of the Company at the time of issue
of such shares and shall rank in priority to the equity shares including arrears, if
 any, in the event of winding up of the Company, but shall not be entitled to any
further participation in the profits or surplus assets of the Company.

THE COMPANIES ACT, 2013 (COMPANY LIMITED BY SHARES)

(Incorporated under the Companies Act, 1956)

ARTICLES OF ASSOCIATION

INSIGHT LIMITED

Subject to the provisions of the Act

and these Articles, the shares in the
capital of the Company shall be
under the control of the Board who
may issue, allot or otherwise
1 Shares under control of Board
dispose of the same or any of them
to such persons, in such proportion
and on such terms and conditions
and either at a premium or at par
and at such time as they may from
time to time think fit
 Subject to the provisions of the Act
and these Articles, the Board may
issue and allot shares in the capital
of the Company on payment or part
payment for any property or assets
of any kind whatsoever sold or
transferred, goods or machinery
Directors may allot shares
2 supplied or for services rendered to
otherwise than for cash
the Company in the conduct of its
business and any shares which may
be so allotted may be issued as fully
paid-up or partly paid-up otherwise
than for cash, and if so issued, shall
be deemed to be fully paid-up or
partly paid-up shares, as the case
may be.

The Company may issue the

following kinds of shares in
accordance with these Articles, the
Act, the Rules and other applicable
3 laws: (a) Equity Share Capital: Kinds of Share Capital
i. with voting rights; and / or ii. with
differential rights as to dividend,
voting or otherwise in accordance
with the Rules; and (b) Preference
Share Capital

A person subscribing to shares

offered by the Company shall have
the option either to receive
certificates for such shares or hold
the shares in a dematerialised state
Option to receive share
with a depository. Where a person
4 certificate or hold shares with
opts to hold any share with the
depository
depository, the Company shall
intimate such depository, the details
of allotment of the share to enable
the depository to enter in its records
the name of such person as the
beneficial owner of that share.
 Unless otherwise determined by the
Company in general meeting, the
5 number of directors shall not be less Board of Directors
than 3 (three) and shall not be more
than 14 (fourteen).

Subject to the provisions of the

Act— A chief executive officer,
manager, company secretary and
chief financial officer may be
appointed by the Board for such
term, at such remuneration and
upon such conditions as it may
6 Chief Executive Officer
think fit; and any chief executive
officer, manager, company secretary
and chief financial officer so
appointed may be removed by
means of a resolution of the Board;
the Board may appoint one or more
chief executive officers for its
multiple businesses.
The Board shall provide for the safe The Seal, its custody and use
7
custody of the Seal. Affixation of Seal
 Subject to the applicable provisions
of the Act and the Rules made
thereunder – (a) If the
Company shall be wound up, the
liquidator may, with the sanction of
a special resolution 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.
(b) For the purpose aforesaid, the
liquidator may set such value as he
8 Winding up of Company
deems 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.
(c) 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 if he considers
necessary, but so that no member
shall be compelled to accept any
shares or other securities whereon
there is any liability.

Capital (number of shares, authorised capital, paid up capital,

registered capital, issued capital etc)

1 Authorised Share Capital Rs. 678,00,00,000

2 Number of Equity Shares 60,00,00,000
3 Face Value of Shares Rs. 10
 Class ‘A’ Non-Cumulative
Redeemable Preference
4 Shares Rs. 1,00,000 (200 Shares)
Class ‘B’ Non-Cumulative
Redeemable Preference
5 Shares Rs. 10 (1,14,98,846 Shares)
Class ‘C’ Non-Cumulative
Redeemable Preference
6 Shares Rs. 10 (6,45,01,154 Shares)

Sources of Raising Funds

Transaction Money Raised Lead Investors
Debt Financing Rs. 10 Million SVB
Corporate Round Rs. 8 Million JP Morgan

Managerial Positions

Name Designation

Paras Arora Managing Director & CEO

Nimisha Shreevastva Non Executive Director

Yunus Non Executive Director
Joe Sim Non Executive Director
Indrajit Banerjee Independent Director
Joel arya Non Executive Director
Chi-Keon Non Executive Director

Ravi Rajagopal Chairman & Ind.Director

Pulari P Independent Director

Shirish Moreshwar Apte Vice Chairman & Non Exe.Dire

Sumit Goel Co. Secretary & Compl. Officer

Karan Singh Independent Director
Takeshi Saito Non Executive Director
Vijay Mirpuri Chief Financial Officer

Thank You

Submitted By Paras Arora (2012745)

Submitted To Ms. Jaspreet Kaur
Subject Company Law
Topic INSIGHT LTD.