UTTAR PRADESH
Waqf Vikas Nigam Limited (CIN U45201 UP 1987 PLC 008709) MEMORANDUM OF ASSOCIATION AND | ARTICLES OF ASSOCIATION
1
STET Bite BITe Form I. Ry faunas st aAin-aaat CERTIFICATE GF INCORPORATION aT e1 Go No. &709 of 1987 att ro Hare gtr sarhga azar 2 fa ate mrost fizfaan 1956 ( 1956 e11)* avta fanfare sl aa 2 ale ae HFA sfcairae fi
' hereby cersify thay UTTAR PRADESH WAQF VIKAS NIGAM LIMITED
is this Gay incorporated under the Companies Act. 1956 (No. 1 of 1956) and thas ihe Gotapany is Lisnited.
av gearec & gia ae at fear nari
Siven under my hand ai Kanpur this 47th day of Apal One thousand nine hundred and Sighty Seven, Jih Vaisakha 1908 (9. E.) Sd/- 27/4/87 (3. P. TAYAL) SEAL aeqfaat 17 feat go Te BAIT Registrar of Companies U, P. Ranpur PE PPERLEE ERT TE TEES EE ES Tee ee ee ee a Zdascts dydutsdtadtocls dh dadtsdsdatisttatts dastsdts dats dadsdedhelstactschdsdiatsdaththdsdschdsthdsttadstscbdsdadschdectheecht fhch Sse i
ir
S
ihd ana speanaepsp ry PP REELS REESE PRET S PEPE PPR ES EEE T FEIT PET PETS ET FIFE
2
THE COMPANIES ACT, 1956
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF jttar Pradesh Waqf Vikas Nigam Limited Lovernment Company within the meaning of Section 617 of the Companies Act, 1956)
The name of the Compaany is "Uttar Pradesh Waqf Vikas Nigam Limited". | ~The Registered office of the Company will be situated in the State of Uttar Pradesh.
The objects for which the company is established are :- [he maim objects to be pursued by the company on its incorporation ire :- |. The tormulate plans, to process and to execute scheme for the
development of wagqfs institution properties (hereinafter referred to as waqi properties) by way of undertaking repairs, renovation and construction of buildings suitable for commercial residential
or community welfare purposes such as shops, offices, hotels,
\ vostels, hospitals on waqf properties or on properties taken on
~ lease or otherwise acquired by the Company.
ro plan and to execute establishment of housing colonies on .. waaf properties.
To render all necessary help specially, by way of providing
technical knowhow or financial assistance against service charges
to waqfs trusts/waqf insitution and the Boards in establishing
commercial or industrial establishment for improving the
finances of Wagfs.
3
4. To take up repairs, constructions and maintenance and development of waqfs in the form of mosques, dargahs, Imambaras, [dgahas and other similar establishments.
5. Establishment of musafirkhanas, hostels, libraries, schools and establishments for technical trades on behalf of waqfs.
6. Toassist wagf institutions, Mutwallis and benefeciaries of the
wagfs and for such purpose to set up small scale industries by financing, participating in the equities, providing technical knowhow, establishing technical institutes, and research
laboratories. 7. Toassist waqf institutins, Mutawallis and beneficiaries of waqfs in establishing housing co-operatives and farming co-operatives.
8. To provide facilities to piligrime and devotees at important
dargahs by providing transport facilities, rest houss and other allied facilities and managing the annual Urs of dargahs.
9. Toactas engineers, contractors and consultants and top take up construction activities of various waaf institution.
10. To act as engineers, architects, contractors, consultants, builders, property developers, working/executing/ implementing agency, in order to make optimum utilization of the infrastructure, man power or otherwise for the construction activity on behalf of Government and semi-government departments of authority/ ies,
corporations, institutions, autonomous bodies, local bodies and administration and to take up construction activities under the funds specially created for any developmental work or lying at the discretion of any members of parliament, legislative
assem/ bcolunyci l municipal corporations or the local bodies." (B) Objectives ancillary or incidental to the attainment of the above main
4
objects :- To raise funds necessary for the above and other allied objects by issue of share, capital, securing grants and loans from the Central Government, the Central Wagqf Council, the State Government, and Wagqf Boards and other approved sources including financial like Life Insurance Corporations of India and
Housing Urban Development Corporation, other Corporations
and Banks and other similar Institutions within the country and arrange for their utilisation and proper repayment in connection with the main objects of the Company.
The borrow of raise money by issue, or upon bonds debentures
on the obligations or securities of the Company or by mortgage,
hypothecation, pledge or charge of all or any part of the property
of the Company or of its uncalled capital or in such manner as
the Company shall think fit necessary to achieve the main objects
of the Company.
To enter into any arrangement with the Government of Uttar
Pradesh or any other Governemnt or State or local authority or
other institution for the purpose of carrying out the main objects
of the Company or furthering its interests and to obtain from
such Government or Authority or person of Institution any
charters, subeidies, loans, indemnities, grants, contracts, licences, rights, concessions, privileges, easements of immunities which the company consider it desirable to obtain in connection with
the main objects of the company.
To take over temporarily waqf properties if handed over by waqfs or Waqf Boards on lease on reasonable consideration for a reasonable term for developent and for construction of sho ps an buildings complexes and also to do all the necessary for fulfilment of the objects for which such property was dedicated, . ;
5
The purchase or procure through licences or otherwise and arrange for necessary machinery, material equipment, technical and managerial assistance consultancy information, instruction, inspection, supervision and other facilities for the purposes of carrying out the aforesaid main object. To call for tenders, or offers to arrange by negotiation the execution of all works of the company directly or throught
contractors or consultants. To acquire lands and buildings other than waqfs necessary for
carrying out any of the main objects of the Company on leave,
mortgage or hypothecation or by recourse to proceedings under
the Land Acquisition Act or any other law for the time being in
force or otherwise. To acquire or purchase by direct negotiation, exchange or
otherwise any property necessary for execution of the scheme of the Company.
To purchase, take on lease or exchange otherwise acquire any
real or personal property and any right or previleges which the
Company may think necessary or convenient for the purposes
of its activities and in particular any land buildings, easement,
machinery, plant and stock in trade required for achieving the main objects of the Company.
10. To make, draw, accept negotiate, endores, discount, execute and issue cheques promissory notes, bills of lading, warrants debentures and other negotiable or transerable instruments. tt. To constitute technical cells or committees, conducts surveys
prepare plans and schemes and to put them under execution by
obtaining the services of experts on honorary basis or on payment
of remuneration.
6
yeas To invest surplus moneys of the Company for any of the purpose of the Company in such investments (other than shares or stocks in the Company) as may be considered proper and to hold or otherwise deal with such investments. 13. Subject to the provisions of the Companies Act 1956, to receive money on deposit or loan or any other mode required for fulfilment of the main object of the Company.
14. To do all or any of the things, as are incidental or as may be
thought conducive to the attainment of the main objects of the _ Company in India or any other part of the world either as principal, agents, trustees, contractors or otherwise.
Id, To undertake payment of all rents and performance and
observance of all conventants, conditions and agreements
contained in or reserved by any lease or leases. which may be
granted or assigned to or may otherwise be acquired by the
Company in connection with the achievement of its main objects.
16, To pay for any properties, rights or privileges acquired by the
Company either in shares of the Company or partly in shares
and partly in cash or otherwise.
17. To create any depreciation fund, reserve funds, sinking funds
insurance fund of any special or other funds for depreciation or for repairing, improving, extending or maintaining any of the company or for redemption of debentures or redeemable preference shares or for redemption of debentures or redeemable preference shares or for special dividends or equalising dividends or for any other purpose whatsoever, and to transfer
any such fund or part thereof to any of the other funds herein
mentioned.
7
18. Subject to the provisions the Co mpanies Act 1956, to dedicate, present, subscribe to or otherwise aid out of profits and assets of the Company, any benevolent, charitable, national or other
institutions, or objects of a public character or which have any
moral or other claims to support or aid by the Company by
reason of the locality or nature of its operations or otherwise.
19. In the event of winding up of the company to distribute any of
the property of the company amongst the members in specio or in' kind, subject to the provisions of section 205(3) of the Companies Act, 1956.
20. To remunerate or make donations or (by cash or other assets, or
by the allotment of fully or partly paid shares or by call or option on shares, debentures, stock, or securities of this or any other company, or in any other manner whether out of the company's capital, or profits, or otherwise) any person or persons for service
rendered or to be rendered in introducing any property or
business to the company, or in placing or assisting to place, or
guaranteeing the subscription of any shares, debentures,
debenture, stock or other securities of the company or for any
other reason which the company may think proper.
Zt. To procure the incorporation, registration or other recognition
of the company in any country, state or place outside India and to establish local registration and branch places of business in any part of the world. To carry on any other trade or business that seem to the Company
capable of being conveniently carried on in connection with the objects of the Company or calculated directly or indirectly to enhance the value of, or render any of the Company's property
or rights profitable or which it may be advisable to undertake with a view to improving, developing, rendering valuable, or turning to account any property movable belonging to the
8
Company or in which the Company may be interested. To promote and establish such companies, associations, advisory boards and other suitable bodies as may be deemed necessary to carry out the objects of the Company effectively, provided that approval of the State Government will be necessary before a Company is formed.
24. Subject to the provisions in Companies Act 1956, to acquire and
deal with share stocks or securities in, or of any company carrying on any business which this company is entitled to carry on or any other company or undertake the acquisition of which may seem likely or calculated directly or indirectly to promote or advance the interest of the Company or be advantages or beneficial to the Company and to continue to hold any shares in
any such Company here-before acquired by the Company and
to sell, dispose of any such shares, stocks or securities.
20: To Subjects to the provisions of the Companies Act 1956, to
amalgamte with any Company having objects altogether or in
part similar to those of the Company.
26. To subscribe or under write, purchasers or otherwise acquire,
and to hold, dispose of and deal with the shares, stocks, securities and evidence of indebtedness or the right to participate In profits or other similar documents issued by any Government, authority, corporation or body or by any Company or body of
persons and any options or rights in respect thereof.
Bik To guarantee the payment of money unsecured by or payable
under or in respect of promissory notes, bonds, debenture,
debenture stock, contract mortgages, charges, obligations, instruments and securities of any Company or of any authority, supreme, Municipal, local or otherwise or of any person whomsoever, whether incorporated or not incorporated and generally to guarantee or become sureties for the performance
of any contracts of obligtions.
To acquire and deal with all kinds of property including the following property :-
9
The business property and liabilities of any Company, firm or person carrying on any business within the objects of the Company.
(b) Lands, buildings, easements, and other interests in movable property.
(c) Plant, machinery, personal estate and effects. (d) Patents, patent rights, invetions or design. © OTHER OBJECTS
(1) Ifthe law for the time being permits, to transact and carry
on all kinds of Agency business and to be appointd and act as Agents of any company or concern and to do and perform all singular and several duties; services and authorities appertaining to such office and to comply with and to become bound by all restriction, limitations and conditions appertaining to such office or imposed by the terms of any agreement or agreement entered in to for the purpose
aforesaid. (2) To establish, maintain and operate general or technical
educational institutions, schools and colleges and hostels for the benefits of the public and needy, deserving persons and to make/ grant scholarships to deserving persons as per
rules determined by the company. qv) The liability of the Members is limited.
(V) The authorised share capital of the company is Rs.10,00,00,000/
(Rupees Ten crores divided into 10,00,000 equity shares of Rs.100.00 (Rupees hundred each) capable of being altered in accordance with the Company's regulations and the legislative
10
provision for the time being in force in that behalf. We, the several persons whose names and addresses are subscribed are desirous of being formed in to a company in pursuance of this Memorandum of Association and respectively agree to take the number of shares in the capital of the company set. Opposite our respective names. Name, addresses and Number of shares Name and addresses, description, occupation taken by each description and and signature of subscriber subscriber occupation of witnesses
Noor Mohd. Sd/- S/o Sri Mohd. Ali One D.K. Agrawal, Joint Secretary, Chartered Accountants
Wagf U.P. Power, Lucknow R.M. Lal & Co.,
Govt Service 7, Balmiki Marg, Lalbagh Sd/- Lucknow-226001 Syed Tagi Hasan
S/oS. Mukhtar Hasan One Controller, Shia Waqf Board Lucknow.
Ikramul-Bari S/o Late Sri Abdul Bari One Joint Secretary- Joint L.R.
U.P. Government, Lucknow Govt. Service
Lucknow. Sd/-
Farhat Ali S/o Syed Sakhawai Ali One President, U.P.Sunni Central Board of Wagis Lucknow
Retired Govt. Officer
Sd/- i
saath aieiglIe elebeerhiie
#
a
ri
11
10
Mohinder Singh Sd/- S/o Late Sri Munshi Ram One Abrar Ahmad Secretary, Waqf, U.P. Govt. S/o Late Sri Hafiz Ahmad Lucknow. Bux, Chief Wagf Inspector
Govt. Service §24, Jawahar Bhawan, Sd/- Lucknow, Govt. Service Sd /- Vishwanath Anand
S/o Sri M.R. Anand Secretary to Govt. U.P.
Institutional Finance
Lucknow
Govt. Service
re Equity Shares (Seven)
11 INDEX
ARTICLES OF ASSOCIATION
Sl. Page Interpretation Increase and Reduction of Share Capital Alteration of Share Capital Variation of Share-holder Rights Shares Certificates
Calls Forfeiture and Lien
Transfer and Transmission of Shares Borrowing Power General Meetings of Members Proceeding at General Meetings Votes of Members
Directors XIV Alternate Director
XV Proceedings of the Board
XVI Power of the Board XVII Chairman XVIII Management XTX The Seal
XXI Annual Returns XXII Reserves
XXIII Capitalisation of Reserves
XAIV Interest out of Capital
XXV Dividends XXVI Accounts XXVIT Audit XXVIII Notice and Documents XXIX . Keeping of Registers and Inspection XXX Secrecy
XXXI Winding-Up
XXXII Indemnity
XXXII General
13
12
ARTICLES OF ASSOCIATION
OF
UTTAR PRADESH WAOF NIGAM LIMITED
1- INTERPRETATION
Article Page Interpretation 1 Table "A" not to apply 2 Share Capital , 3 Allotment of shares 4
Restriction on allotment 5 Commission and Brokerage 6 Issue of share at a discount 7 Payment of instalment on shares 8 Liability of Members registered jointly in respect 9 shares
Trust not recognised 10
Registration of shares it Il- INCREASE AND REDUCTION OF SHARE CAPITAL Power to increase capital 12
Provisions relating to the issue 13 New shares to rank equally with existing shares 14 Inequality in number of new shares 15
Reduction capital 16 Ill- ALTERATION OF SHARE CAPITAL
Power to sub-divide and consolidate shares 17
Rights in respect of shares on subdivision 18 Surrender of shares 19 IV- VARIATION OF SHARE HOLDERS RIGHTS
Power to vary rights 20
* V-SHARE CERTIFICATE
Share certificates 21
13 | VI-CLASS Calls
22 Restriction of power to make calls and natice 23 Interest on call or treatment 24 Sum payable on shares to rank at calis 25 Evidence in action by company against Members 26
Payment of calls in advance 27
Revocation calls
28
VII-FORFEITURE AND LIEN Notice for payment of call of instalment 29 Form of the Notice
30
Forfeiture of shares : 31 Notice of forfeiture 32 Forfeited shares to become property of the company 33 Board may annual forfeiture 34 Liability on forfeiture
35 Evidence of forfeiture 36
Forfeiture provisions to apply to non payment in 37 terms of issue Company lien shares 38 Enforcement of lien by sales 39 Application of proceeds of sales 40 Validity of sales exercise of lien and after forfeiture 41 Board may issue new certificate 42
VIll-TRANSFER AND TRANSMISSION OF SHARES
Execution of transfer etc, 43 Application for registration of transfer 44 Form of transfer
45 Direction may refuse to register transfer ' 46
No transfer to miner ete.
47 Instrument of transfer to be left at office 48 Notice of refusal to register treasurer 49 Persons entitled to shares by transmission 50
15
14 Transfer of shares of insane deceased or bankrupt 51 members
Right of person entitled to shares by reason of death 52 etc. of member
Election by person becoming entitled to shares 53 Right of successors to dividend 54
Company not liable for disregard of anotice purporting 55 to prohibit registration of transfer No fee for registration of probate etc. 56
IX- BORROWING POWER Power of Board to borrow S7 Board to determine conditions to which money may be 38 borrowed. Issue of debenture at discount or with special privileges 5°
Instrument of transfer of debentures 60
Notice of refusal to register of debentures 61
Mortgage of uncalled capital 62 X-GENERAL MEETINGS OF MEMBERS
Annual General meeting 63
Extraordinary general meeting 64
. XI- PROCEEDING AT GENERAL MEETINGS Notice of meeting 65
Circulation of members resolution etc. 66 Special business 67
Notice of special business 68 Quorum to be present when business commence 69 Resolution to be passed by company ingeneral meeting 70 Chairman of General meeting 71
Dissolution and adjournment of meeting fe Vote by show of hands 73 Evidence of passing of a resolution where poll is not 74 demanded Poll 72
16
15 Power of chairman to adjourn general meeting 76 Power of XII-VOTES OF MEMBERS
Vote of members 77 Votes by and powers of representatives of Member 78 Companies Vote by and powers of representative of Government 79 Vote in respect of shares of Members deceased etc. 80 Votes of Joint Members 81 Votes by proxy 82 Instrument appointing proxy to be writing 83 Instrument appointing a roxy to be deposited at the office 84 When vote by proxy valid through authority revoked &5 Form of instrument appointing proxy 86 Restriction on voting 87 Objection as to qulification of voters 88 XITI-DIRECRORS Number and appointment of directors 89 Directors at the time of the adaption of these Articles 90 Appointment of directors 91 Qualification of directors 92 Appointment of Directors by Finance Corporation etc. 93 Director's fee 94 Remuneration of Directors for extra service 95 Board may act not-withstanding vacancy 96 When office of directors becomes vacant 97 Directors etc. not to hold office of profit under the 98 company or its subsidiary Directors may be directors of companies promoted by 99 the company. Condition under which director may contract with the 100 company.
Disclosure of director's interest. 101
17
16 . Discussion and voting by interested directors 102 Proportion of directors to retire by rotation 103 Retirement of directors 104 Determination of retirement of directors 105 Appointment of directors to be voted on individ ually Vacancies to be filled at Annual general meeting 107 Increase or reduction in the number of directors 108 Power to remove directors 109 Board may fill casual vacancies 110 Boarn may appoint Additional Directors 111 Right of persons other than retiring directors to stand 112 for directorship ; XIV-ALTERNATE DIRECTOR
Power of Board to appoint alternate Directors 113 Power of State Government to appoint alternate 114
Directors XV- PROCEEDINGS OF THE BOARD Meeting of the Board 115 Director may summon meeting 116 Chairman 117
Quorum 118 Powers of Board meeting 119 Questions to be decided by majority vote 120 Committee of the Board 121 Regulations of Committee meetings 122 Acts of a director valid notwithstanding defective 123 appointment, etc. Resolution by circulation Minutes to be made : XVI- POWER OF THE BOARD
General powers of the company vested in the Board 126 Specific powers of the Board 127 Power to keep foreign register 128
18
17 Drawing etc. of negotiable and other instruments 129 Power to frame regulations 130 XVIT- CHAIRMAN Ex-officio chairman 131 Power to appoint chairman 132 Chairman powers 133
XVITI- MANAGEMENT
Powers of Managment 134 Power to appoint Managing Director 135 Remuneration of Managing Director 136 Powers of Managing Director 137 , Certain persons not to be appointed Managing Director 138 or whole tim Directors. XIX - LOCAL MANAGEMENT
Local Management 139 Official seal for use outside India 140 XX - THE SEAL
Custody of Seal 141
XXI- ANNUAL RETURNS
Annual Returns 142
XXII - RESERVES
Reserves 143
Investment of Reserves 144 XXIII - CAPITALISATION OF RESERVES Capitalisation of Reserves 145 Surplus Moneys 146 Fractional Certificates 147 XXIV - INTEREST OUT TO CAPITAL Interest out of Capital 148 XXV - DIVIDENDS
Division of profits 149
Declaration of dividends 150
19
i8 Restriction on amount of dividends 151. Dividends out of profits only and not to carry interest 152 Profits 153 Interim dividends 154 Debts may be deducted 155 Dividend and call 156 Dividend payable in cash 157 Effect of transfer 158 To whom dividend payable 159 Dividend to members registered jointly 160 Notice of dividend 161
Payment of dividend 162 XXVI- ACCOUNTS
Maintenance of book of Accounts 163 Location of Books of Account 164. Inspection by members 165 Books of Accounts to be preserved 166 Balance sheet and profit and loss Account 167 Balance sheet to include certain particulars as to 168 its subsidiary company Annual Report of Directors 169
Copies to be sent to members & others 170
Copies of Balance sheet to be filed with Registrar 171
XXVIII - AUDIT Accounts to be audited annually Ey Audit account of branch office 173 Audit provisions 174 Remuneration of Auditors 175 Duties of auditor 1/6 Right of auditor 177 When account to be deemed finally settled 178 Notice of meeting to be sent to auditors ao
20