MEMORANDUM OF ASSOCIATION
OF
LIMITED
Company Limited by Shares
Indian Non-Government Company
Having share capital
Incorporated under THE COMPANIES
ACT, 2013
I. The
name of the company is ‘‘LIMITED’’.
II. The registered office of the company will be
situated in the State of National
Capital Territory of Delhi.
III. (a)
The objects to be pursued by the company on its incorporation are:—
1.
To
deal & trade in shares, stocks, derivatives future etc. and to act as
consultants and to act as stock and share broker and to take membership of
various Stock Exchanges in India and abroad.
2.
To
carry on in India or elsewhere the business of Shares in all its branches and
to sale, purchase, exchange, subscribe, acquire, undertake, underwrite, hold,
action, convert or otherwise to deal in all types of shares, securities, stock,
bonds, fully convertible debentures, partly convertible debentures,
non-convertible debentures, debenture stocks, warrants, certificates, premium
notes, mortgages, obligations, intercorporate deposit, call money deposits,
public deposits, commercial papers and other similar instruments whether issued
by government, semi government, local authorities, public sector undertakings,
companies, corporations, co operative societies, and other similar
organisations at national and international levels.
3.
To
carry on the business of stock and share broking, to act as brokers/sub-brokers
of derivatives, index products including interest derivatives, to act as
underwriters, sub-underwriters, brokers to issue of shares, debentures and
securities of all kinds and description, buying, selling, transferring
hypothecating and holding of shares, debentures and securities of all kinds and
description, to act as advisors, brokers and sub-brokers of stock and new
issues of shares, debentures and securities of all kinds and description, to
provide consultancy and management consultancy services in all type of
financial matters to all type of companies corporations whether Government or
non Government or any other persons or
organization.
4.
Subject
to the approval of Securities and Exchange Board of India (SEBI) and other
regulatory authorities, to act as portfolio manager, to act as Depository
Participant providing depository services for shares, debentures and securities
of all types and description and to act as dealer in foreign currency and
exchange based products, currency swaps, etc.
5.
To
acquire, hold and deal in shares, stocks, derivatives and index products,
debentures, bonds, certificates, obligations or securities of any Government,
Local Authorities, by original subscription, participation in syndicates,
lender, purchase, exchange or otherwise and to subscribe for the same or to
guarantee the subscription thereof.
6.
To
carry on the business of providing multidisciplinary and Shares consultancy,
liaison representation, business development and all transaction related
consultancy and advisory services to foreign and Indian companies, firms,
associations, societies and in business activities such as distribution, supply
of goods or services and acquisition of properties, business, industrial
undertakings, shares, stocks and or assets.
(b) Matters which are
necessary for furtherance of the objects specified in clause III(a)
are:—
1. To acquire by
purchase, lease, exchange or otherwise any movable or immovable property and
any rights or privileges which the Company may deem necessary or convenient for
the purpose of its main business.
2. To enter into
partnership or into any arrangement for sharing profits, union of interest, joint
venture, reciprocal concession or co-operation with persons or companies
carrying on or engaged in the main business or transaction of this Company.
3. To import,
buy, exchange, alter, improve and manipulate in all kinds of plants, machinery,
apparatus, tools and things necessary of convenient for carrying on the main
business of the Company.
4. To vest any movable or immovable property,
rights or interests required by or received or belonging to the Company in any
person or company on behalf of or for the benefit of the Company and with or
without any declared trust in favour of the Company.
5. To purchase
or otherwise acquire, build, carry out, equip, maintain, alter, improve,
develop, manage, work, control and superintend any plants, warehouse, sheds,
offices, shops, stores, buildings, machinery, apparatus, labour lines, and
houses, warehouses, and such other works and conveniences necessary for
carrying on the main business of the Company.
6. To undertake
or promote scientific research relating to the main business or class of
business of the Company.
7. To acquire
and takeover the whole or any part of the business, goodwill, trade-marks
properties and liabilities of any person or persons, firm, companies or
undertakings either existing or new, engaged in or carrying on or proposing to
carry on business this Company is authorised to carry on, possession of any
property or rights suitable for the purpose of the Company and to pay for the
same either in cash or in shares or partly in cash and partly in shares or
otherwise.
8. To negotiate
and enter into agreements and contracts with Indian and foreign individuals,
companies, corporations and such other organisations for technical, financial
or any other such assistance for carrying out all or any the main objects of
the Company or for the purpose of activity research and development of
manufacturing projects on the basis of know-how, financial participation or
technical collaboration and acquire necessary formulas and patent rights for
furthering the main objects of the Company.
9. Subject to
Sections 391 to 394, 394A of the Act, to amalgamate with any other company of
which all or any of their objects companies having similar to the objects of
the Company in any manner whether with or without the liquidation.
10. Subject to any
law for the time being in force, to undertake or take part in the formation,
supervision or control of the business or operations of any person, firm, body
corporate, association undertaking carrying on the main business of the Company.
11. To apply for,
obtain, purchase or otherwise acquire and prolong and renew any patents,
patent-rights, brevets, inventions, processes, scientific technical or other
assistance, manufacturing processes know-how and other information, designs, patterns,
copyrights, trade-marks, licences concessions and the like rights or benefits,
conferring an exclusive or non-exclusive or limited or unlimited right of use
thereof, which may seem capable of being used for or inconnection with the main
objects of the Company or the acquisition or use of which may seem calculated
directly or indirectly to benefit the Company on payment of any fee royalty or
other consideration and to use, exercise or develop the same under or grant
licences in respect thereof or otherwise deal with same and to spend money in
experimenting upon testing or improving any such patents, inventions, right or
concessions.
12. To apply for
and obtain any order under any Act or Legislature, charter, privilege
concession, licence or authorisation of any Government, State or other
Authority for enabling the Company to carry on any of its main objects into
effect or for extending any of the powers of the Company or for effecting and
modification of the constitution of the Company or for any other such purpose
which may seem expedient and to oppose any proceedings or applications which
may seem expedient or calculated directly or indirectly to prejudice the
interest of the Company.
13. To enter into
any arrangements with any Government or Authorities or any persons or companies
that may seem conducive to the main objects of the Company or any of them and
to obtain from any such Government, authority, person or company any rights,
charters, contracts, licences and concessions which the Company may think
desirable to obtain and to carry out, exercise and comply therewith.
14. To procure the
Company to be registered or recognised in or under the laws of any place
outside India and to do all act necessary for carrying on in any foreign
country for the business or profession of the Company.
15. To draw, make,
accept, discount, execute and issue bills of exchange, promissory notes bills
of lading, warrants, debentures and such other negotiable or transferable
instruments, of all types or securities and to open Bank Accounts of any type
and to operate the same in the ordinary course of the Company.
16. To advance
money either with or without security, and to such persons and upon such terms
and conditions as the Company may deem fit and also to invest and deal with the
money of the Company not immediately required, in or upon such investments and
in such manner as, from time to time, may be determined, provided that the
Company shall not carry on the business of banking as provided in the Banking
Regulations Act, 1949.
17. Subject to
section 58-A and 292, 293, 295 & 372A of the Act and the Regulations made
thereunder and the Directions issued by the Reserve Bank of India, to receive
money on deposit or loan and borrow or raise money in such manner and at such time
or times as the Company thinks fit and in particular by the issue of
debentures, debentures-stock, perpetual or otherwise and to secure the
repayment of any money borrowed, raised or owing by mortgage, charge or lien
upon all or any of the properties, or assets or revenues and profits of the
Company both present and future, including its uncalled capital and also by a
similar mortgage, charge or lien to secure and guarantee the performance by the
Company or any other person or Company of any obligation undertaken by the
Company or such other person or company to give the lenders the power to sale
and such other powers as may seem expedient and purchase redeem or pay off any
such securities.
18. To undertake
and execute any trusts, the undertaking of which may seem to the Company
desirable, either gratuitously or otherwise.
19. To establish,
or promote or concur in establishing or promote any company for the purpose of
acquiring all or any of the properties, rights and liabilities of the Company.
20. To sell,
lease, mortgage, exchange, grant licences and other rights improve, manage,
develop and dispose of undertakings, investments, properties, assets and
effects of the company or any part thereof for such consideration as may be
expedient and in particular for any shares, stocks, debentures or other
securities of any other such company having main objects altogether or in part
similar to those of the Company.
21. Subject to the
Provisions of Section 100 to 105 of the Act, to distribute among the members in
specie or otherwise any property of the Company or any proceeds of sale or
disposal of any property of the Company in the event of winding up.
22. To distribute
as dividend or bonus among the member or to place to reserve or otherwise to
apply, as the Company may, from time to time, determine any money received by
way of premium on debentures issued at a premium by the Company and any money
received in respect of forefeited shares, money arising from the sale by the
Company of forefeited shares subject to the provisions of Sec. 78 of the
Companies Act, 1956.
23. To employ
agents or experts to investigate and examine into the conditions, prospects
value, character and circumstances of any business concerns and undertakings
and generally of any assets properties or rights which the Company purpose to
acquire.
24. To accept
gifts, bequests, devisers or donations of any movable or immovable property or
any right or interests therein from members or others.
25. To create any
reserve fund, sinking fund, insurance fund or any other such special funds
whether for depreciation, repairing, improving, research, extending or
maintaining any of the properties of the Company or for any other such purpose
conducive to the interest of the Company.
26. Subject to the
provisions of Section 292, 293, 293-A & 293-B of the Companies Act, 1956 to
subscribe contribute, gift or donate any money, rights or assets for any
national educational, religious, charitable, scientific, public, general or
usual objects or to make gifts or donations of money or such other assets to
any institutions, clubs, societies, associations, trusts, scientific research
associations, funds, universities, college or any individual, body of
individuals or bodies corporate.
27. To establish
and maintain or procure the establishment and maintenance of any contributory
or non-contributory pension or superannuation, provident or gratuity funds for
the benefit of and give of procure the giving of the donations, gratuities
pensions, allowances, bonuses or emoluments of any persons who are or were at
any time in the employment or service of the company or any company which is a
subsidiary of the Company or is allied to or associated with the Company or
with any such subsidiary company or who are or were at any time Directors or
officers of the Company or any other company as aforesaid and the wives,
widows, families and dependents of any such persons and also to establish and
subsidise and subscribe to any institutions, associations, club or funds
calculated to be for the benefit of or advance aforesaid and make payments to
or towards the insurance of any such persons as aforesaid and to do any of the
matters aforesaid, either alone or in conjunction with any such other company
as aforesaid.
28. To establish,
for any of the main objects of the Company, branches or to establish any firm
or firms at places in or outside India
29. To pay for any
property or rights acquired by or for any services rendered to the Company and
in particular to remunerate any person, firm or company introducing business to
the company either in cash or fully or
partly-paid up shares with or without preferred or deferred rights in respect
of dividend or repayment of capital or otherwise or by any securities which the
company has power to issue or by the grant of any rights or options or partly
in one mode and partly in another and generally on such terms as the company
may determine, subject to the provision of section 314 of the act.
30. To pay out of
the funds of the company all costs, charges and expenses of and incidental to
the formation and registration of the company and any company promoted by the
company and also all costs, charges, duties, impositions and expanses of and
incidental to the acquisition by the company of any property or assets.
31. To send out to
foreign countries, its director, employees or any other person or persons for
investgation possibilities of main business or trade procuring and buying any
machinery or establishing trade and business connections or for promoting the
interests of the company and to pay all expenses incurred in the connection.
32. To compensate
for loss of office of any Managing Director or Directors or other officers of the Company within the limitations prescribed
under the Companies Act, 1956 or such other statute or rule having the force of
law and to make payments to any person whose office of employment or duties may
be determined by virtue of any transaction in which the Company is engaged.
33. To agree to
refer to arbitration any dispute, present or future between the Company and any
other company, firm, individual or any other body and to submit the same to
arbitration in India or abroad either in accordance with Indian or any foreign
system of law.
34. To appoint
agents, sub-agents, dealers, managers canvassers, sales, representatives or
salesmen for transacting all or any kind of the main business of which this
Company is authorised to carry on and to constitute agencies of the Company in
India or in any other country and establish depots and agencies in different
parts of the world.
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.
10,00,000/- (Rupees Ten Lac) divided
into 100,000 (One Lac) Equity Shares of Rs. 10/- (Rupees Ten) each.,
with power to increase, modify and reduce the Capital of the Company and to
divide the shares in the capital for the time being into several classes and to
attach thereto respectively such preferential, deferred, qualified, or special
rights, privileges or conditions as may determined under the provisions of the
Companies Act 2013 or any other applicable Act(s), Rule(s) and Regulation(s)
etc.
VI..
We, the several persons, whose names
and addresses are subscribed, are desirous of being formed into a company in
pursuance of this Memorandum of Association, and we respectively agree to take
the number of shares in the capital of the company set against our respective
names:-
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