(THE COMPANIES ACT, 1956 & THE COMPANIES ACT, 2013 as
applicable)
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
------------------------------ PRIVATE LIMITED
I. The Name of the Company is------------------- PRIVATE LIMITED.
II. The Registered Office of the Company will be
situated in the ----------------.
III. The objects for which the Company is
established are:-
(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON
ITS INCORPORATION ARE:-
1. To advise, provide consultancy services, develop
and implement products for customers on all matters regarding implementation of
computer software and hardware systems, management of data processing and
information systems and data communication systems whether in India/abroad.
2.
To design, develop, manufacture, assemble, buy, sell, distribute, import,
export, alter, remodel, lease, install, repair, service, provide consulting and
otherwise to deal in all classes and types of telecommunication, computing and
related apparatus, instruments, machinery, fixtures, devices, and contrivances
and parts thereof including, but not limited to telecommunications electronic
test and measurement equipment analytical equipment, data processing equipment,
electronic calculators, equipment services, electrical and electronic
components of every description and mini computer and micro computer products,
mainframe and super computers, computer networking products and services,
computer software, firmware and programmers, electronic and mechanical computer
and their peripherals of every kind, equipment and terminals and workstations
(including intelligent terminals), speech and other signal processing equipment
and services, test equipment and parts, assemblies and sub assemblies related
to all of the above used in connection therewith, and to deal in all other
machines, machinery, appliances apparatus devices, materials, substances,
articles or things of a character similar or analogous to the foregoing or any
of them or connected therewith.
3. To design, develop, improve,
manufacture market, distribute, sell, license, lease, install, alter, import,
export, or otherwise deal in or with all software, hardware and programs of any
and all kinds and description, including, but not limited to those used in, for
or in connection with electronic data processing equipment, products and
services including computers and micro processor based systems, mini and
microcomputers based products, switches mainframe and super computers and
telecommunications peripheral equipment and terminals including intelligent
terminals speech or signal processing equipment, test equipment, office and
factory automation equipment.
4. To provide software,
hardware or programmes consultancy, information processing and business
advisory services related to the preparation and maintenance of the accounting,
statistical, scientific or mathematical information and reports data
processing, preparing, collection and data of every kind and description,
systems or aiding commerce, industry, scientific and research problems and for
all other related businesses whether in India/ abroad.
5. To undertake all activities
relating to software development for any industry, business, application,
product, device, computer, microprocessor, including design and implementation
of hardware and software for all such services whether in India/abroad.
6. To carry on the business of
development, marketing, import, export, maintenance and service of all kinds of
manufactured goods and products for all kinds of business including
manufacturers and dealers in modem and accessories, hardware and accessories of
every description for use in providing Internet, Intranets, Private
Telecommunication Networks, or by any other means, E-mail service, facsimile
service, education and training services, web sites, electronic market places,
integral service digital networks, video conferencing, including renting,
maintaining, repairing and, for the purpose, to set up plants, purchase, import
or otherwise acquire the same and to run, maintain all such plants, machinery
and to undertake all activities, directly or indirectly related to electronic
commerce right from conception to transition, training, implementation, and
modification and services related to Electronic-Commerce business, including
developing content-based programs to exploit the Internet, Intranets and
Private Telecommunication Networks or any other means for serving the cause of
companies, groups of companies, industries, service organizations and
government and quasi-government undertakings whether in India/ abroad.
7. To initiate, undertake,
carry on, engage in, promote, assist encourage, finance and conduct scientific
and technical research, developments, experiments, investigations, inquiries,
studies, projects, analysis, examinations, surveys and test of all kinds
including, but not limited to those related to telecommunications, computers,
electronic data processing equipment, software, hardware and programmers of all
kinds and description and any equipment, parts, components, assemblies or sub
assemblies thereof whether in India/ abroad.
(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE
ATTAINMENT OF THE MAIN OBJECTS ARE:
8. To establish or promote or
concur in establishing or promoting any Company or Companies for the purpose of
acquiring all or any of the property, rights and liabilities of the Company or
for any other purpose which may seem directly or indirectly calculated to
benefit the Company.
9.
To carry on the business of manufacturers, designers, processors, assemblers,
dealers, traders, distributors, importers, exporters, agents, consultants,
systems designers, and contractors for erection and commissioning on turn-key
basis or to deal in any other manner including storing, packing, transporting,
converting, repairing, installing, training, servicing, maintenance of all
types, varieties, and kinds of products, manufactured goods and equipment
whether on behalf of clients or for business of the Company.
*9A. To manufacture, purchase,
sell or otherwise transfer, lease, import, export, hire, license, use, dispose
of, operate, fabricate, construct, distribute, assemble, design, charter,
acquire, market, recondition, work upon or otherwise, generally deal in any
electronic, electrical, mechanical and electromechanical product, machine,
apparatus, appliance, custom products, merchandise, systems, software
procedure, peripheral products, computers, tabulators, data processing machines
and systems and components thereof, electronic calculators, electric and
electromechanical accounting systems, terminal products and systems, machines
for registering, data preparation, recording, perforation, tabulating, sorting
printing, typewriting, products which possess an internal intelligence for
recognition and correlating any type of data or information to be processed,
recognition and memory systems, optical scanning machine, transmission lines,
transmission equipment, terminals, copying, reproducing and distributing
machines, check signing, protecting and disbursing equipment, machines for
facsimile reproduction, facsimile transmission and word processing, facilities
and accessories and devices of all kinds, and for all purposes, and any
products and component parts thereof or materials or articles used in
connection therewith, and any and all other machinery, appliances, apparatus,
devices, materials, substances, business forms and supplies, articles or things
of a character similar or analogous to the foregoing, or any of them or
connected therewith.
*9B.To establish and conduct
programmes for the training of any personnel including members of public in the
fields enumerated in the aforementioned objects and or training any personnel
in any educational fields including any technology, banking, insurance,
management, bio-technology, behavioural sciences etc., and develop systems for
use in connection therewith and for all industrial and business applications of
computer, hardware, software, firmware, computer programme and systems.
10. To amalgamate, enter into
partnership or into any arrangement for sharing profits, union of interests,
co-operation, joint venture or reciprocal concession, or for limiting
competition with any individual, person or Company carrying on or engaged in,
or about to carry on or engage in, any business or transaction, which the
Company is authorized to carry on or engage in, or which can be carried on in
conjunction therewith or which is capable of being conducted so as directly or
indirectly to benefit the Company.
11. To undertake or participate
in the formation, management, Supervision or control of the business operations
of any other Company, firm or person.
12. To purchase, take on lease, tenancy
or in exchange hire or otherwise acquire any estate or interest and to take
options over any property, whether movable or immovable and any rights or
privileges which may be convenient for the purpose of its business or may
enhance the value of any other property of the company.
(C) THE OTHER OBJECTS ARE:-
13. To carry on, establish,
organize, manage, promote, provide, operate, conduct and develop life insurance
and general assurance business in all its branches & manifestations in
India or elsewhere and for this purpose to operate various schemes including
whole life insurance, endowment insurance, double benefit and multiple benefit
insurance, medical insurance, fire, riot, earth-quake, natural calamity or crop
insurance, loss of profit insurance, theft insurance, transit insurance,
accidental insurance, limbs and organ insurance, annuity plans, gratuity plans,
fixed income plans and such other schemes and plans as may be considered
expedient and necessary from time to time.
14. To act as agents,
representatives, surveyors, sub-insurance agents, franchisers, consultants,
advisors, collaborators, in life and general insurance.
15. To engage in all activities
which are incidental and allied or related to insurance business and for this
purpose to apply, approach acquire, hold and procure such rights, titles
entitlements, licences and permissions from Government, Semi-Government, local
authorities, public bodies, undertaking and from such other authorities as may
be necessary and expedient.
16. To acquire, take up,
manage, invest, hold, sell and deal in investments and other property of any
kind and advise in relation thereto on behalf of individuals, trusts, pension
funds, charities, associations, registered societies, unit trusts, mutual
funds, offshore funds, investments pool and other persons of bodies of persons
whether incorporated or not and to promote, establish, manage and carry on any
trust scheme, mutual fund operations, investment or pool (whether fixed or
flexible or a combination thereof) or concerning any shares, stocks, debenture,
debenture stock, bonus, unit, loans, obligations, securitised debt, money
market investments securities of the Government, State, Company, Corporation,
Municipal or local or other Body or Authority or obligations or local or other
securities or investments of any kind or description whether in India or any
foreign country.
17. To carry on the business of
managing investments of pension funds or any superannuation schemes or any
other funds of similar nature.
18. To carry on business in all its branches and
elsewhere as an investment advisor and asset management company and to
undertake and carry on and execute all kinds of financial, advisory and
investment supervisory services to any clients, and to generally carry on
commercial trading and other operations.
IV. The Liability of
the members is Limited.
V. The Authorised Share Capital of the
Company is Rs.500,000.00 (Rupees Five Lacs) divided into 50,000(Fifty thousand)
equity shares of Rs.10.00 (Rupees Ten) each
with such rights, privileges and conditions attaching thereto as are provided
by the regulations of the Company for the time being, with power to increase
and decrease the capital of the Company and to divide the shares in capital for
the time being into several classes and to attach thereto respectively such
preferential rights, privileges or conditions as may be determined by or in
accordance with the Articles of the Company for the time being and to modify or
abrogate any such rights, privileges or conditions in such manner as may be
permitted by the Act or provided by the Articles of the Company for the time
being.
TO BE FILLED IN OWN HANDWRITING ONLY
We, the several persons whose names and addresses are
hereunto subscribed, are desirous of being formed into a Company in pursuance
to this Memorandum of Association and we respectively agree to take the number
of shares in the capital of the company set opposite to our respective names.
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Names , Address,
Descriptions, Occupation and Signature of the subscribers
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Number of Equity
Shares taken by each subscriber
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Names , Address,
Description, Occupation and Signature of the Witness
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Name:
S/o
Address:
Occupation:
Signature :
Name:
S/o
Address:
Occupation:
Signature :
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Witness for all
subscribers
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Total
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Total Shares
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Place
Date
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