(MoA) & (AoA)
📜 MEMORANDUM OF ASSOCIATION (MoA)
IIETRAFI FOUNDATION
A Section 8 Non-Profit Company Incorporated under the Companies Act, 2013
The name of the Company is IIETRAFI FOUNDATION. The Company is incorporated as a non-profit organization under Section 8 of the Companies Act, 2013, and shall function strictly in accordance with the provisions applicable to such companies.
The registered office of the Company shall be situated in the State of Andhra Pradesh, India. The Company may establish branch offices, liaison offices, project offices, or regional offices at such other places within or outside India as may be decided by the Board of Directors, subject to the provisions of the Companies Act, 2013.
The Company is established for charitable purposes and not for profit. The objects for which the Company is established are as follows:
The primary objects of the Company are to promote, support, and advance education, research, innovation, skill development, science, engineering, technology, and interdisciplinary knowledge for the benefit of society at large. The Company aims to strengthen academic excellence, foster a culture of research and innovation, and enable access to quality education and technological opportunities for students, faculty members, researchers, professionals, and underserved communities.
The Company seeks to design, develop, and implement educational programs, training courses, workshops, seminars, conferences, faculty development programs, student development initiatives, and capacity-building activities aligned with national education policies, emerging technologies, and global best practices. The Company shall promote outcome-based learning, skill enhancement, digital literacy, and industry-relevant competencies to enhance employability and lifelong learning.
The Company shall encourage and conduct research in engineering, science, technology, management, humanities, social sciences, agriculture, environmental sustainability, renewable energy, healthcare innovation, and other emerging and interdisciplinary fields. It shall support research proposal development, project execution, innovation challenges, publications, patents, intellectual property creation, and technology transfer for societal and industrial benefit.
The Company shall promote innovation, entrepreneurship, startup incubation, design thinking, and problem-solving approaches aimed at addressing real-world challenges, rural development needs, environmental concerns, and sustainable development goals. The Company shall work to empower youth, women, marginalized communities, and rural populations through education, skill development, digital inclusion, and technology-enabled solutions.
The Company shall undertake social welfare, community development, and outreach programs in areas such as education access, health awareness, environmental protection, livelihood development, capacity building, and social empowerment, thereby contributing to inclusive and sustainable growth.
In furtherance of the main objects, the Company may carry out activities incidental or ancillary thereto. The Company may establish learning centers, research centers, innovation hubs, libraries, laboratories, digital platforms, and knowledge repositories to support education and research initiatives. It may publish books, journals, research papers, reports, monographs, newsletters, digital content, and educational materials for knowledge dissemination.
The Company may collaborate with educational institutions, universities, industries, research organizations, government bodies, international agencies, non-governmental organizations, and professional associations for joint programs, research projects, training initiatives, and community development activities. The Company may organize national and international conferences, symposiums, exhibitions, competitions, hackathons, and innovation challenges to promote knowledge exchange and research visibility.
The Company may receive grants, donations, subscriptions, endowments, CSR contributions, sponsorships, and other lawful financial assistance to support its objectives. It may acquire, hold, lease, or dispose of movable or immovable property necessary for carrying out its activities, subject to the provisions of law.
The Company may appoint employees, consultants, experts, researchers, trainers, and professionals for the effective execution of its programs and may pay reasonable remuneration for services actually rendered, in compliance with applicable laws.
The Company is formed on a non-profit basis. The income, earnings, movable or immovable properties, and other resources of the Company shall be applied solely towards the promotion of its objects as set forth in this Memorandum. No portion of the income or surplus shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise, to the members of the Company. Any payment made shall be only for professional services rendered in accordance with the Companies Act, 2013.
The liability of the members of the Company is limited. In the event of the Company being wound up, the liability of each member shall be limited to the amount, if any, remaining unpaid on the shares held by them or the amount undertaken to be contributed by them.
The authorized share capital of the Company is ₹1,00,000 (Rupees One Lakh only) divided into 10,000 equity shares of ₹10 each. This capital structure is for compliance purposes only, as the Company shall not distribute dividends or profits to its members.
In the event of the dissolution or winding up of the Company, any assets remaining after the satisfaction of all debts and liabilities shall not be distributed among the members. The remaining assets shall be transferred to another Section 8 company having similar objects or to such fund as may be specified under the provisions of the Companies Act, 2013, subject to approval of the appropriate authority.
The Company may amalgamate only with another company registered under Section 8 of the Companies Act, 2013, having similar objects, with prior approval of the Central Government or such authority as prescribed by law.
We, the several persons whose names, addresses, and occupations are subscribed hereunder, are desirous of being formed into a Company under Section 8 of the Companies Act, 2013, in pursuance of this Memorandum of Association and agree to take the number of shares set opposite our respective names.
This Memorandum of Association establishes the legal identity, purpose, and operational scope of IIETRAFI FOUNDATION, ensuring that all activities are carried out in a transparent, ethical, and lawful manner for the advancement of education, research, innovation, and societal development in alignment with national priorities and global sustainability goals.
📜 Articles Of Association (Aoa)
IIETRAFI FOUNDATION
A Section 8 Non-Profit Company Incorporated under the Companies Act, 2013
These Articles of Association define and regulate the internal governance, administration, and operational framework of IIETRAFI Foundation, a company incorporated under Section 8 of the Companies Act, 2013. These Articles shall be read in conjunction with the Memorandum of Association of the Company and the provisions of the Companies Act, 2013, including all rules, notifications, and amendments issued thereunder. In the event of any inconsistency between these Articles and the Act, the provisions of the Act shall prevail. These Articles shall be binding on the Company, its Members, Directors, Officers, and all persons acting on its behalf.
In these Articles, unless the context otherwise requires, words and expressions shall bear the meanings assigned to them under the Companies Act, 2013. The term “Company” refers to IIETRAFI Foundation. The term “Board” means the Board of Directors of the Company. “Members” include individuals or institutions admitted to membership in accordance with these Articles. Words importing the singular shall include the plural and vice versa, and words importing one gender shall include all genders.
The Company shall function strictly as a non-profit organization. All income, grants, donations, subscriptions, fees, and other receipts shall be applied solely towards the promotion of the objects of the Company as stated in its Memorandum of Association. No portion of the income or surplus shall be distributed, directly or indirectly, to any Member, Director, or Office Bearer by way of dividend, bonus, or otherwise. Any remuneration paid shall be strictly for professional services actually rendered and shall comply with the Companies Act, 2013 and applicable rules.
Membership of the Company shall be open to individuals, professionals, academicians, students, institutions, organizations, and bodies that subscribe to the objects of the Company and are approved by the Board. The Board shall have the authority to admit, classify, regulate, suspend, or terminate membership in accordance with policies framed by the Company. Membership shall be non-transferable and non-heritable. Every Member shall be bound by the Memorandum and Articles of Association and shall act in good faith to further the objectives of the Company.
Members shall have the right to participate in General Meetings and vote on resolutions, subject to the provisions of the Act and these Articles. Members shall be entitled to receive notices, reports, and communications of the Company as prescribed by law. Every Member shall uphold the values, mission, and objectives of the Company and shall not act in any manner prejudicial to its interests, reputation, or lawful functioning.
The Company shall convene Annual General Meetings and Extraordinary General Meetings in accordance with the Companies Act, 2013. Notices of meetings shall be issued within the prescribed time, specifying the date, time, place, and agenda. Quorum, conduct of meetings, voting procedures, resolutions, adjournments, and minutes shall be governed by applicable law and rules.
The overall management, supervision, and control of the affairs of the Company shall vest in the Board of Directors. The appointment, tenure, resignation, removal, and reappointment of Directors shall be governed by the Companies Act, 2013. Directors shall act collectively in good faith and in the best interests of the Company to further its charitable and non-profit objectives.
The Board shall have full authority to manage the affairs of the Company, formulate policies, approve plans and budgets, appoint committees, engage staff and professionals, ensure statutory compliance, and take all actions necessary to achieve the objects of the Company. The Board may delegate its powers, consistent with law and these Articles.
For efficient administration, the Company may appoint Office Bearers and Executives including a Founder and Managing Director, Chief Executive Officer, Secretary, Vice Secretary, Treasurer, Executive Directors, and Program Heads.
The Secretary shall be responsible for statutory compliance, records, and correspondence.
The Vice Secretary shall assist the Secretary and may perform duties in their absence or upon authorization.
Terms of appointment and remuneration, if any, shall be determined by the Board in accordance with law.
The Board may constitute committees such as Executive, Audit, Research and Innovation, Ethics, Membership, Awards, or any other committee deemed necessary. Committees shall function under the authority of the Board and submit reports for approval. Their composition and tenure shall be determined by the Board.
The Company may establish Advisory Boards or Academic Councils comprising eminent academicians, researchers, professionals, industry experts, and social leaders to provide strategic, academic, and technical guidance. Such members shall act in an advisory capacity and shall not have voting rights unless appointed as Directors in accordance with law.
The Company shall maintain proper books of accounts in accordance with the Companies Act, 2013. Accounts shall be audited annually by a qualified Chartered Accountant. Audited financial statements, annual returns, and statutory filings shall be submitted to authorities within prescribed timelines.
The Company shall open and operate bank accounts with scheduled banks in its name. Authorized signatories shall be appointed by the Board. All transactions shall be transparent and strictly for Company purposes.
No Member or Director shall receive any profit or dividend. Reasonable remuneration may be paid for professional services rendered, and official expenses may be reimbursed, subject to Board approval and legal compliance.
All intellectual property created under the auspices of the Company, including research outputs, publications, and digital content, shall vest with the Company unless otherwise decided by the Board through written agreement. Due recognition shall be given to contributors.
The Company shall maintain statutory registers, minutes, membership records, agreements, and official documents at its registered office or another approved location, as required by law.
Every Director, Officer, Employee, or Authorized Representative shall be indemnified against liabilities incurred in lawful and bona fide discharge of duties, except in cases of fraud, willful misconduct, or gross negligence.
These Articles may be altered or amended by a Special Resolution passed in a General Meeting, subject to approvals required under the Companies Act, 2013.
Upon dissolution or winding up, no assets shall be distributed among Members. Remaining assets shall be transferred to another Section 8 company with similar objects or as specified under law.
The Company shall adhere to the highest standards of transparency, accountability, and ethical governance. All activities shall comply with applicable laws, with public trust and good governance as guiding principles.