MEMORANDUM OF ASSOCIATION

&

ARTICLE OF ASSOCIATION

NAME- ANIMESH SHEKHAWAT

ROLL NUMBER- 200BBALLB002

SUBJECT- COMPANY LAW

SUBJECT TEACHER - ARUSHI M. MEHTA

The Companies Act, 1956 and Companies Act, 2013 (To the extent applicable)

(Private Company Limited by Shares)

MEMORANDUM OF ASSOCIATION
OF
MG RETAIL PRIVATE LIMITED

1.Name of the Company

The name of the Company is MG Retail Private Limited.

2. Address of the Company

The Registered Office of the Company will be situated in Gurgaon, Haryana.

3. Objective of the Company

The Main Objects to be pursued by the Company on its incorporation are:

● To engage in and carry on the business of importing, exporting, marketing

distribution,warehousing, manufacture, production and retail trade of all kinds textiles,ready-to-

wear clothing, home furnishing, cosmetics, utility products, Children products and fashion

accessories including clothes and apparels for women, men, and children such as shirts,
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trousers, shorts, jackets, t-shirts, skirts, scarf, tie, sweaters, dresses, tops, underwear,

sportswear, swimwear thereto.

● To acquire, own, lease, hire, rent, build, develop, construct, operate, dispose and/or manage

Retail stores to engage in retail trade of above-mentioned products.

● To acquire, own, lease, hire, rent, build, develop, construct, operate, dispose and/or manage

warehouses for storage of all kinds of products mentioned above and dealt in by the Company.

4.Liability of the members of the Company

The liability of the members is limited.

5. Share Capital

The authorized share capital of the Company is Rs. 50,00,000 (Rupees Fifty Lakh) divided into 50,000

(Fifty Thousand) Equity Shares of Rs. 50/- (Rupees Fifty) each.

Subject to the provisions of the Companies Act, 1956, to invest, apply for and acquire or otherwise

employ monies belonging to, entrusted to or at the disposal of the Company upon securities and

shares with or without security upon such terms as may be thought proper and from time to time

vary such transactions in such manner as the Company may think fit.

6. The Name stated in the memorandum is not -

● Identical with or resemble to nearly to the name of an existing company registered under

this act or any previous company.

● Such that its use by the company will not constitute an offense under any law for time being

in force or is undesirable in the opinion of the Central Government.

ARTICLES OF ASSOCIATION

OF

FREEBIE RETAIL PRIVATE LIMITED

1. INTERPRETATION

1. "Company" means Freebie Retail Private Limited.

2. "Office" means the Registered Office of the Company.

3. "Act" means the Companies Act, 1956 and any statutory modifications thereof.

4. "Companies Act,2013" means the provisions ofCompanies Act, 2013 to the extent

applicable.

5. "Seal" means the Common Seal of the Company..

6. "Directors' means the Directors of the Company and includes persons occupying the

position of the Directors by whatever names are called.

7. Unless the context otherwise requires words or expressions contained in these

Articles shall bear the same meaning as in the Act, or any statutory modification

thereof in force at the date at which these Articles become binding on the Company.

8. Words importing the singular number also include the plural number and vice versa and
words importing the masculine gender also include feminine gender.
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PRIVATE COMPANY

2.. The Company is a Private Company within the meaning of Section 2(68) of the Companies Act,

2013 with a minimum paid up capital ofRupees Fifty Lakh or such higher paid-up capital as may be

prescribed and accordingly:

● No invitation shall be issued to the public to subscribe for any shares in or

debentures of the Company.

● The number of members of the Company (exclusive of persons who are in the

employment of the Company and persons who, having been formerly in the

employment of the Company, were members of the Company while ni that

employment and have continued to be members after the employment ceased) is

limited to two hundred provided that for the purpose of this definition where two or

more persons jointly hold one or more shares in the Company, they shall be treated

as a single member and;

● The right to transfer the shares in the Company is restricted in the manner and to

the extent hereinafter appearing.

● Prohibits any invitation or acceptance of deposits from persons other than its

members.

CAPITAL

4. The Authorized Share Capital of the Company shall be such sum, divided and classified into such

shares of the Company with power ot the Board of Directors ot increase, reduce or divide the

Capital for the time being into several classes and to attach thereto respectively such preferentially

priority, deferred, qualified or special rights, privileges, conditions or restriction whether in regard to

dividend, voting, return of capital, distribution of assets or otherwise, however as may be

determined in accordance with law and regulations of the Company in force and to vary, modify or

abrogate any such rights, privilege or conditions or restrictions in such manner as may from time to

time be provided by regulations. of the Company and to consolidate or subdivide or re- organize

shares or issues of shares of higher or lower denominations. The Directors may in their discretion,

increase or decrease the rate of dividend payable on any Preference Shares and issue the said

shares under non cumulative or cumulative dividend payment scheme at the time of issue of such

shares. The Company shall have minimum paid up capital ofRs. 50,00,000- (Rupees Fifty Lakh only).
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5 The shares shall be under the control and disposal of the Directors who may allot or otherwise

dispose of the same to such persons and on such terms as the Directors may think fit and t o issue

to any persons any shares.

6. The Directors may allot and issue shares in the capital of the Company on full payment or part

payment for any property, goods or machinery supplied, sold or transferred or for services rendered

to the Company.

7. The Company in general meeting may decide to issue fully paid up bonus share to the member if

so recommended by the Board ofDirectors.

CALLS ON SHARES AND TRANSFER OF SHARES

8. Any member desiring to sell any of his shares must notify the Board Directors the number of

shares, the fair value and the name of the proposed transferee and the Board of Directors must

offer to the other/existing shareholders the shares at Rs. 50 each subiect to the Foreign Exchange

Laws, the shares shall be transferred or and if the shares or any of them are not so accepted within

one month from the date of notice to the Board of Directors, the members proposing transfers

shall, at any time within three months afterwards, be at liberty, here of, to sell and transfer the

shares to any person at the same or at higher price

9. (a) An application for the registration of the transfer of shares may be made either by the

transferor or the transferee provided that where such application is made by the transferor, no

registration shall in the case of partly paid up shares be affected unless the company gives notice of

the application to the transferee and subject to the provision of sub-clause (f) hereof the Company

shall, unless objection is made by the transferee within two weeks from the date of receipt of the

notice, enter in its register of members the name of the transferee in the same manner and subject

to the same conditions as if the application for registration was made by the transferee.

(b) It shall not be lawful for the Company to register a transfer of any shares unless a proper

instrument of transfer has been duly stamped and executed by the transferor or the transferee and

has been delivered to the company along with the shares certificates provided that upon proof to

the satisfaction of the Board of Directors of the Company of the instrument of transfer being signed

by the transferee and bearing the stamp required by an instrument of transfer the Board of
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Directors of the Company may register the transfer on such terms as to indemnity and/or otherwise

as the Board ofDirectors of the Company may think fit.

(d) If the Company refuses to register the transfer of any shares, the Company shall within two

months from the date on which the instrument of transfer was lodged with the Company send to

the transferee and the transferor notice of such refusal.

(e) Nothing in clause (c) shall prejudice any power of the Company to register as a shareholder any

person to whom the right to any share has been transmitted by the operation of law.

(f) Nothing in this Article shall prejudice any power of the Company to refuse to register the transfer

of any shares. The instrument of transfer shall, after ht registration, be retained by the Company

and shall remain in its custody. All instruments of transfer which the Board of Directors of the

Company may decline to register shall, on demand, be returned to the person depositing the same.

10. The Directors may refuse to register any transfer of shares (1) where the Company has a lien on

the share or (2) where the share is not a fully paid up share.

11. Consent of the Company is hereby accorded to the Board of Directors to buy-back, from the

existing shareholders, as the Board may think fit, from out of its free reserves or out of proceeds of

any issue made by the Company specifically for this purpose, or from such other sources as may be

permitted by law, such terms condition and in such manner as may be prescribed by law from time

to time.

GENERAL MEETING

12. All General Meetings other than the Annual General Meeting shall be called Extraordinary

General Meetings.

13. Any General Meeting of the Company (other than the Annual General Meeting) may be

conducted in India and/or outside India.

14. The Company may hold general meetings through an audio-visual conference and such

meetings and discussions will be held in accordance with the requirements and procedures that
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may be prescribed from time to time by the Ministry of Corporate Affairs, Government of India

and/or prescribed under the Act.

15. (i) The Board of Directors may, whenever it thinks fit, call an Extraordinary General Meeting.

(ii) If at any time they are not within India, Directors capable of acting who are sufficient in number

to form a quorum, any Director or any two members of the Company may call an extraordinary

general meeting in the same manner, as nearly as possible, as that in which such a meeting may be

called by the Board.

(iii) A General Meeting may be called by giving to the members clear twenty one days' notice or a

shorter notice than of twenty one days if consent thereto is given by members

PROCEEDINGS AT GENERAL MEETING

16. (i)No business shall be transacted at any general meeting unless a specified quorum of members

is present at the time when the meeting proceeds to transact business.

(ii) Minimum two members present in person shall be quorum.

17. The Chairman if any, of the Board of Directors shall preside as Chairman at every general

meeting of the Company.

18. If there is no such Chairman or if he is not present within fifteen minutes after the time

appointed for holding the meeting or is unwilling to act as Chairman of the meeting, the Directors

present shall elect one of their members to be Chairman of the Meeting.

19. If at any meeting, no Director is willing to act as Chairman or if no Director is present within

Fifteen minutes after the time appointed for holding the meeting, the members present shall choose

one of them to be Chairman of the meeting.

20. (1) The Chairman may with the consent of any meeting at which a quorum is present and shall, if

so directed by the Meeting, adjourn the meeting, from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished

at the meeting from which the adjournment took place.

(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be

given as in the case of an original meeting.

(iv) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or ofthe

business to be transacted at an adjourned meeting.

21. Every question submitted to a meeting shall be decided, in the first instance by a show of hands,

and in the case of an equality of votes, both on a show ofhands and on poll, the Chairman of the

meeting shall have a casting vote in addition to the vote to which he may be entitled to a sa

member.

22. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any

other business, other than the question on which the poll has been demanded

DIRECTORS

23. The business of the Company shall be managed by the Directors who may pay all expenses

incurred in setting up and registering the Company and may exercise all such powers of the

Company as are not restricted by the Act or any statutory modification thereof for the time being in

force or by these Articles required to be exercised by the Company in general meeting, subject

nevertheless ot any regulations of these Articles, to the provisions of the Act, and to such regulations

being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the

Company in general meeting.

24. The number of Directors shall not be less than two and not more than twelve,

25. The following shall be the first Directors of the Company. 1. Miss Mrinal Gupta

2. Mr. AnimeshShekhawat

26. The Directors need not hold any qualification shares in the Company.

27. (a) Subject to the provisions of the Act and rules framed thereunder, each Director shall receive

out of the funds of the Company by way of sitting fees for his services a sum not exceeding the sum

prescribed under the Act for every meeting of the Board of Director or Committee thereof attended

by him, as may be determined by the Board from time to time.

(b) The Directors may also be paid traveling and other expenses for attending and returning from

meetings of the Board of Directors (including hotel expenses) and any other expenses properly

incurred by them in connection with the business of the Company.

(c) The Directors may also be remunerated for any extra services done by them outside their

ordinary duties as Directors.

28. Subject To the provisions of the Act, if any Director being willing shall be called upon to perform

extra services for the purposes of the Company, the Company shall remunerate such Director by

such fixed sum or percentage of profits or otherwise as may be determined by the Directors and

such remuneration may be either in addition to or in substitution for his remuneration provided

above.

29. No Directors shall be disqualified by bis office from contracting with the Company, nor shall any

such contract be entered into by or on behalf of the Company in which any Director shall be in any

way interested be avoided, nor shall any Director contracting or being so interested be liable ot

account to the Company for any profit realized by any such contract by reason only of such Director

holding that office or of the fiduciary relations thereby established but it is declared that the nature

of his/her interest must be disclosed by him/herat the meeting of the Directors at which the contract

is determined if his/her interest then exists or in any other case, at the first meeting of the Directors

after he/she acquires such interest.

30. The Directors may appoint any person to be an alternate Director to act for a Director

(hereinafter in this Article called the original Director') during his absence for a period not less than

three months from the State in which meetings of the Directors are ordinarily held, but such

alternate Director shall, ipso facto vacate office if and when the original Director returns to the State

in which the meetings of the Directors are ordinarily held.

31. All the Directors shall not be liable to retire from the office by rotation.

32. The Board of Directors may, from time to time, increase or reduce the number of Directors

within the limits specified.

33. The company, may by ordinary resolution, of which special notice has been given in accordance

with the provisions of Section 190 of the Act remove any Director including the Managing Director, if
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any, before the expiration of the period of his office, notwithstanding anything contained or in any

agreement between the company and such Director. Such removal shall be without prejudice to any

contract of service between him and the Company.

34. The Directors may hold any and all Board meetings through an audio-visual conference and such

meetings and discussions will be held in accordance with the requirements and procedures that

may be prescribed from time to time by the Ministry of Corporate Affairs, Government of India

and/or prescribed under the Act.

35. A Meeting ofBoard of Directors may be held in India and/or outside India.

MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

36. The Board ofDirectors may, from time to time, appoint one or more of their members to the

office of the Managing Director or Whole Time Director for such period and on such remuneration

and other terms, as they think fit and subject to the terms of any agreement entered into and in any

particular case, may revoke such appointment. His appointment will be automatically terminated If

he ceases to be a Director.

37. A Managing or Whole 'Time Director may be paid such remuneration (whether by way of salary,

commission or participation in profits or partly in one way and partly in other) as the Board of

Directors may determine.

POWERS OF THE DIRECTORS

38.. Subject to Section 292 of the Act the Board of Directors shall have the right to delegate any of

their powers to such managers, agents or other persons as they may deem fit and may at their own

discretion revoke such powers.

39. The Directors shall have powers for the engagement and dismissal of employees, managers,

salespersons, clerks and assistants and shall have power of general direction, management and

superintendence of the business of the Company with full powers to do all such acts, matters and

things deemed necessary, proper or expedient for carrying on the business of the Company, and ot

make and signal such contracts and to draw and accept on behalf of the Company all such bills of
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exchange, hundies, cheques, drafts and other Government papers and instruments that shall be

necessary, proper or expedient, for the authority and direction of the Company except only such of

them as by the Act or by these presents are expressly directed to be exercised by share-holders in

the general meetings.

BORROWING POWERS

40.The Directors shall have the power, from time to time and at their discretion, to borrow, raise or

secure the payment of any sum of money for the purpose of the Company in such manner and

upon such terms and conditions in all respects as they think fit and in particular by the issue of

debentures or bonds of the Company or by mortgage or charge upon all or any of the properties of

the Company, both present and future, including its uncalled capital for the time being.

WINDING UP

41. (i) 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 in kind, the whole or any part of the assets of the Company, whether they shall consist of the

same kind or not.

(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property

to be divided as aforesaid and may determine how such division shall be carried out as between the

members of different classes of members.

(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees

upon such trusts for the benefit of the contributories as the liquidator shall think fit but so that no

member shall be compelled to accept any shares or other securities whereon there is any liability.

BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

42. Balance Sheet and profit and Loss Account of the Company will be audited once in a year by a

qualified Auditor for certification of correctness as per provisions of the Act.

AUDIT

43. The first auditors of the Company shall be appointed by the Board of Directors within one month

after its incorporation who shall hold office till the conclusion of first annual general meeting.
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44. The directors may fill up any casual vacancy in the office of the auditors.

45.The remuneration of the auditors shall be fixed by the Company in the annual general meeting

except that remuneration of the first or any auditors appointed by the directors may be fixed by the

Board ofDirectors.
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