(THE COMPANIES ACT, 2013)

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION
OF
ABHIVYAKTI PRIVATE LIMITED

I. The Name of the Company is: ABHIVYAKTI PRIVATE LIMITED.

II. The Registered Office of the Company will be situated in Raipur, Chhattisgarh.
III. (A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS
INCORPORATION ARE: -
1. To carry on the business of running an online shopping portal for art and craft
item. To organise art exhibitions and sell sculptures, paintings, artifacts and
related items through e-commerce or otherwise in India and abroad.
2. To carry on in India and abroad the business of marketing of works of art and
craft, sculptures, paintings and other products related to art and craft including
handicrafts, artifacts and similar items. To own, create and manage online
shopping e-commerce websites, portals, mobile applications and to create a
virtual shopping mal with online catalogue and to provide a convenient
shopping experience to its customers.
3. To develop, own, manage and run art galleries for exhibition of art and deal in
sculptures, paintings, art products, artifacts, sculpture, decorative arts,
furniture, textiles, costume, drawings, pastels, watercolours, collages, prints,
artist books, photographs, installation art and similar articles.
(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE
OBJECTS SPECIFIED IN CLAUSE III(A) ARE: -
1. To buy all kinds of plants, equipment’s, machinery, apparatus, tools, utensils,
commodities, substance, articles and necessary or useful for carrying on the
objects of the company.
2. To enter into agreement with any company or persons for obtaining license or
on such other terms of all types, formulae and such other rights and benefits,
 technical information, know-how and expert guidance and equipment and
machinery and things mentioned herein above and to arrange facilities for
training of technical personnel by them.
3. Subject to the provisions of the Companies Act, 2013 to amalgamate with any
other company having objects altogether or in part similar to those of this
company.
4. To apply for and obtain any order of central/state or such other Authority for
enabling the company to carry on any of its objects into effect or for effecting
any modifications of the company’s consultation or nay other such purpose
which may seem expedient and to make representations against any
proceedings or applications which may seem calculated directly or indirectly
to prejudice the company’s interests.
5. To improve alter, manage, develop, exchange, mortgage, enfranchise and
dispose of, any part of the land, properties, assets and rights and the resources
and undertakings of the company, in such manner and on such terms as the
company may determine.
6. To enter into partnership or into any arrangement for sharing profits, union of
interests, co-operation, joint-venture, reciprocal concessions or with any
person, or company carrying on or engaged in any business or transaction
which this company is authorised to carry on.
7. To do all or any of the above things as principals, agents, contractors, trustees
or otherwise and by or through trustees, agents or otherwise and either alone
or in conjunction with the others and to do all such other things as are
incidental or as may be conducive to the attainment of the objects or any of
them.
8. To open accounts with any bank or financial institution and to draw make,
accept, endorse, discount, execute and issue promissory notes, bills of
exchange, hundis, bills of landing, warrants, debentures and such other
negotiable or transferable instruments of all types and to buy the same.
9. To advance money not immediately required by the company or give credit to
such person’s firms or companies and on such terms with or without security
as may seem expedient and in particular to customers of and such other having
dealings with the company and to give guarantees or securities of any such
persons, firms, companies as may appear proper or reasonable provided that
 the company shall not carry on the business of banking, within the meaning of
Banking Regulation Act,1949.
10. To improve, alter, manage develop, exchange, mortgage, enfranchise and
dispose of, any part of the land, properties, assets and rights and the resources
and undertakings of the company, in such manner and on such terms as the
company may determine.
11. To remunerate any person or company, for services rendered or to be rendered
in or about the formation or promotion of the company or he conduct in or
about the formation or promotion of the company or the conduct of its
business subject to the provisions of the companies act, 2013.
12. To undertake and execute any trusts, the undertaking of which may seem
desirable, either gratuitously or otherwise, for the attainment of the main
objects of the company.
13. To remunerate any person or company, for services rendered or to be rendered
in or about the formation or promotion of the company or the conduct of is
business, subject to the provisions of the companies act, 2013.
14. To procure incorporation, registration or such other recognition of the
company in the country, state or place outside India and to establish and
maintain local registers ad branch places of the main business in any part of
the world.
15. To adopt such means of making known the business of the company as may
seem expedient and in particular by advertising over the internet or nay other
electronic media and also in print media 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, rewards or organising exhibitions.
16. The company would obtain approval of the concerned authorities to carry on
the objects of the company and the matters which are necessary for
furtherance of the objects of the company as given in this memorandum of
association wherever required.
IV. The liability of the member(s) is limited and this liability is limited to the amount
unpaid, if any, on the shares held by them.
V. The authorised share capital of the company is Rs. 1,00,000/- (One lakh rupees)
divided into 10,000 (Ten thousand) equity shares of Rs. 10/- (Ten Rupees) each.
 (COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF
ABHIVYAKTI PRIVATE LIMITED

Interpretation
I. (1) In these regulation-
(a) ‘the act’ means the Companies Act, 2013.
(b) ‘the seal’ means the common seal of the company.
(2) Unless the context otherwise requires, words or expressions contained in these
regulations shall bear the same meaning as in the act or any statutory modification
thereof in force at the date at which these regulations become binding on the
company.

Share Capital and variation of rights

II. 1. 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 directors who may issue, allot or otherwise
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.
2. Every person whose name is entered as member in the register of members shall be
entitled to receive within 2 months after incorporation in case of subscriber to the
memorandum or after allotment or within one month after the application for the
registration of transfers or transmission or within such other period as the condition of
issue shall be
Provided, -
a. One certificate for all his shares without payment of any charges; or
b. Several certificates each for one or more of his shares upon payment of 10 Rs
for each certificate after the first.
 c. Every certificate shall be under the seal and shall specify the shares to which it
relates and the amount paid up thereon.
3. Every certificate shall be under the seal and shall specify the shares to which it
relates and the amount aid up thereon
4. In respect of any share or shares held jointly by several persons, the company shall
not be bound to issue more than one certificate, and delivery of a certificate for a
share to one of several joint holders shall be sufficient delivery to all such holders.
5. Except as required by law, no person shall be recognised by the company as
holding any share upon any trust and the company shall not be bound by any other
rights in respect of any share except an absolute right to the entirety in the registered
holder.
6. If at any time the share capital is divided into different classes of share, the rights
attached to any class may subject to the provisions of section 48 and whether or not
the company being wound up be varies with the consent in writing of the holder of
three fourth of the issued shares of that class or with the sanction of a special
resolution passed at a separate meeting of the holders of the shares of that class.
7. The rights conferred upon the holders of the shares of any class issued with the
preferred or other rights shall not, unless otherwise expressly provided by the terms of
issue of the shares of that class, be deemed to be varies by the creation or issue of
further shred ranking Pari passu therewith.
8. Subject to the provisions of section 55, any preferenc3e shares may, with the
sanction of an ordinary resolution, be issued on the terms that they are to be redeemed
on such terms and in such manner as the company before the issue of the shares may
by special resolution, determine.

Lien
9. The company shall have a first and paramount lien-
a. On every share for all monies called, or payable at a fixed time, in respect of that
share; and
b. On all shares standing registered in the name of a single person for all monies
presently payable by him or his estate to the company;
c. The company’s lien shall extend to all dividend bonuses declared from time to time in
respect of such shares.
10. The company may sell in such manner as the board thinks fit, any shares on which the
company has a lien.
11. To give effect to any such sale, the board may authorise some person to transfer the
shares sold to the purchaser thereof.
12 the proceeds of the slae shall be received by the company and applied in payment of such
part of the amount in respect of which the lien exists as is presently payable.

Calls on shares
13. The board may from time to time make calls upon the members in respect of any monies
unpaid o their shares and not by the conditions of allotment thereof made payable at fixed
times.
Provided, that no call shall exceed one fourth of the nominal value of the share or be payable
at less than on month from the date fixed for the payment of the last preceding call.
14. A call shall be deemed to have been made at the time when the resolution of the board
authorising the call was passed and may be required to be paid by instalments.
15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
16. If a sum called in respect of a share is not pays before or in the day appointed fir rhea
laymen thereof the person of whom the sum is due shall pay interest thereon from the say
appointed for the payment thereof to the time of actual payment at 10% per annum or at such
lower rate if any as the board may determine.
17. Any sum which by terms of issue of a share becomes payable on allotment or at any fixed
date, whether on account of the nominal vale of the share or by way of premium shall for the
outraises f there=se regulations be deemed to be a call sukuk made and payable on the sate on
which by the terms oof issue such sum becomes payable.

Transfer of shares
18. The instrument of transfer of any share in the company shall be executed by or on behalf
of both the transferor and transferee.
19. The transferor shall be deemed to remain a holder of the share until the name of the
transferee is entered in the register of members in respect thereof.
20. the board may subject to the right of appeal conferred by section 58 decline to register-
a. The transfer of shred not being a fully paid-up Shae to a person of him they do not
approve.
 b. Any transfer of shares on which the company has a lien.
21. The board may decline to recognise any instrument of transfer unless the instrument of
transfer is in the form as prescribed in rules made under sub section 1 of section 56.
22. On giving not less than 7 days previous notice in accordance with section 91 and rules
made thereunder, the registration of transfers may be suspended at such times and for such
periods as the board may from time to time determine.
Provided that such registration shall not be suspended for more than 30 days at any one time
or for more than 45 days in the aggregate in any year.

Transmission of shares
23. On the death of a member, the survivor or survivors where the member was a joint holder
and his nominee or nominees or Legal representatives where he was a shareholder shall be
the only persons recognized by the company as having any title to his interest in the shares.
24. Any person becoming entitles to a share in consequence of the death or insolvency of a
member may, upon such evidence being produced as may from time to time properly be
requires by the board Ans subject as hereinafter provided elect to be registers as holder of the
share or to make such transfer as the deceased or insolvent member could have made.
25. If the person so becoming entitles shall elect to be registered as holder of the share
himself, he shall deliver or send the company a notice in writing signed by him stating that he
so elects.
26.A person becoming entitled to a Shae by reason of the death or insolvency of the holder
shall be entitled to the same dividends and advantages.

Forfeiture of shares
27. If a member fails to pay any call or instalment of a call on the day appointed for payment
thereof, the board may at any time thereafter during such time as any part of the call or
instalment remains unpaid serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued.
28. The notice aforesaid shall name a further day on or before which the payment required by
the notice is to be made and state that in the event of non-payment on or before day so names,
the shares in respect of which the call was made shall be liable to be forfeited.
29. A forfeited share may be sold or otherwise disposed of on such terms and in such manner
as the board thinks fit.
30. A person whose shares have been forfeited shall cease to be member in respect of the
forfeited shares but shall notwithstanding the forfeiture remain liable to pay to the company
all monies which at the date of forfeiture were presently payable by him to the company in
respect of the shares.
31. A duly verified declaration in writing hat the declarant is a director the manager or the
secretary of the company and that a scare in the company has been sully fortified on a date
state in the declaration shall be conclusive evidence of the facts therein state as against all
persons claiming to be entitles to the share.
32. The provisions of these regulations as to forfeiture shall apple in the case of non-payment
of any sum which by the term of issue of a share becomes payable at a fixed time whether on
account of the nominal value of the share or by the way of premium as if the same had been
payable by virtue of a call duly made and notified.

Alteration of Capital
33. The company from time to time by ordinary resolution increase the share capital by such
sum to be divided into shares of such amount as may be specified in the resolution.
34. Subject to the provisions of section 61, the company may by ordinary resolution
consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares or convert all or any of its fully paid-up shares into stocks and reconvert that
stock into fully paid-up shares of any denomination.
35. When shares are converted into stock the holders of stock may transfer the same or any
part thereof in the same manner as and subject to the same regulations under which the shares
from which the stock arose might before the conversion have been transferred or as near
thereto as circumstances admit. Provided that the board may, from time to time, fix the
minimum amount of stock transferable, so, however, that such minimum shall not exceed the
nominal mount of the shares from which the stock arose.
36. The company may, by special resolution, reduce in any manner and with and subject to
any incident authorised and consent required by law, its share capital, any capital redemption
reserve account or any share premium account.

Capitalisation of profits
37. The company in general meeting may upon boards recommendation resolve that it is
desirable to capitalise any part of the amount for the time being standing to the credit of any
of the company’s reserve accounts or to the credit of the profit and loss account or otherwise
available for distribution.
38. Whenever such a resolution as aforesaid shall have been passed the board shall make all
appropriations and applications of the undivided profits resolved to be capitalised thereby and
all allotments and issues of fully paid shares if any.
Buy- Back of shares
39. Notwithstanding anything contained in these articles but subject to any other applicable
provisions of the Act or any other law for the time being in force, the company may purchase
its own shares or other specified securities.

General meetings
40. All general meeting other than annual general meeting shall be called extraordinary
general meeting.

Proceedings at general meetings

41. No business shall be transacted at any general meeting unless a quorum of members is
present at the time when the meeting proceeds to business.
42. The chairperson if any of the board shall preside as Chairperson at every general meeting
of the company.
43. If at any meeting no director is willing to act as chairperson or if no director is present
within fifteen minutes after the time appointed for holding the meeting the members present
shall choose one of their members to be chairperson of the meeting.

Adjournment of meeting
44. The chairperson 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 from place to place.

Voting Rights
45. Subject to any rights and restrictions for the time being attached to any class or classes of
shares on a show of hands every member present in person shall have on vote.
46. A member may exercise his vote at a meeting by electronic means in accordance with
section 108 and shall vote only once.
47. A member of unsound mind or in respect of whom an order has been made by any court
in lunacy may vote on show of hands or on a poll by his commute or other legal guardian and
any such committee or guardian may on a poll, vote by proxy.

Board of Directors
48. The number of directors and the names of the first directors shall be determined in writing
by the subscribers of the memorandum or a majority of them.
49. The board may pay all expenses incurred in getting up and registering the company.
50. Every director present at any meeting of the board or of a committee thereof shall sign his
name in a book to be kept for that purpose.

Proceedings of the Board

51. The board ay meet for the conduct of business, adjourn and otherwise regulate its
meetings as it thinks fit.
52. A director may and the manger or secretary on the requisition of a director shall at any
time summon a meeting of the board.
53. Save as otherwise expressly provided in the act, questions arising at any meeting of the
board shall be decided by a majority of votes.
54. The board may elect a chairperson of its meeting and determine the period for which he is
to hold office.
55. The board may subject to the provisions of the act, delegate any of its power to comities
consisting of such member or members of its body as it thinks fit.
56. A committee may elect a chairperson of its meeting.
57. A committee may meet and adjourn as it thinks fit.

CEO, Manager Company Secretary or Chief Financial Officer

58. A CEO, manager, company secretary or chief financial officer may be appointed by the
board doe such term at such remuneration and upon such conditions as it may think fit and so
appointed may be removed by means of a resolution of the board.

The seal
59. The board shall provide for the safe custody of the seal.

Dividends and Reserve

60. The company in general meeting may declare dividends but no dividend shall exceed the
amount recommended by the board.
61. The board may from time to time pay to the members such interim dividends as appear to
it to be justified by the profits of the company.
62. The board may deduct from any dividend payable to any member all sums of money, if
any, presently payable by him to the company on account of calls or otherwise in relation to
the shares of the company.
63. Any one of two or me joint holders of a share may give effective receipts for nay
divisions, bonuses or other monies payable in respect of such share.
64. Notice of any dividend that may have been declared shall be given to the persons entitled
to share therein in the manner mentioned in the act.
65. No dividend shall bear interest against the company.

Accounts
66. The board shall from time to time determine whether and to what extent and at what time
and places and under what conditions or regulations he accounts and booked of the company
or any of them shall be open to the inspection of members not being directors.

Winding up
67. If the company shall be found 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.

Indemnity
68. Every officer of the company shall be indemnified out of the assets of the company
against any liability incurred by him in defending any proceedings whether civil or criminal
in which judgment is given in his favour or in which he is acquitted or in which relief is
granted to him by the court or the tribunal.