INCORPORATED
UNDER THE COMPANIES ACT, 2013
(1
OF 2013)
(A
Company Limited by Shares)
MEMORANDUM OF ASSOCIATION
OF
GARVINDIA
Private Limited
I.
The name of the company is “GARVINDIA Private
Limited”
II.
The registered office of the company will be
situated in the State of Telangana
III.
(a) The
objects to be pursued by the Company on its incorporation are:—
1. To carry on the business of Finance and
Accounts, Financial Services, Human Resources, Knowledge Process outsourcing
whether in India/abroad.
2.
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(b) Matters which are
necessary for furtherance of the objects specified in clause 3(a)are:—
1.
To establish branches, offices and
agencies, depots in India and abroad, to procure the registration or
recognition and for the conduct of the business of the Company or for their
purchase and sale of any goods, merchandise, materials, articles and things
require for all dealt or manufactured by or at the disposal of the Company.
2.
To acquire by projects lease or
otherwise for the purpose of the company, which the company may think necessary
or convenient for the purposes of its business, any movable or immovable property
rights or privileges and in particular any lands, buildings, rights of way,
easements, licenses, concessions and privileges, patent, patent rights,
machinery, rolling stock, plant accessories, stock-in-trade and on any such
lands to erect, buildings, factories, sheds, godowns or other structures for
the purposes of the company and also for the residents and amenities of its
employees, staff and other workman and to retain any property to be acquired
for the purposes of the company or to re-sell, mortgage, let on lease or
otherwise deal with them as may be deemed expedient.
3.
To sell any patent rights or privileges
belonging to the company or which may be acquired by it, or any interest in the
same and to grant licenses for the use and practice of the same or any of them,
and to let or allow to be used or otherwise deal with any inventions, patents
or privileges in which the company may be interested and to do all such acts
and things as may be deemed expedient for turning to account any inventions,
patents and privileges in which the company may be interested.
4.
To employ or otherwise acquire the
services of technical experts, engineers, mechanics, or skilled and unskilled
labour for any of the purpose or business of the Company.
5.
To enter into agreements or
arrangements with any Indian or Foreign company or persons for obtaining by
grant, licence or on other terms, formulae and other rights and benefits,
technical information, know-how and expert guidance and to arrange facilities
for training of technical personnel by them.
6.
To acquire and undertake the whole or
any part of the business, property rights and liabilities of any person or
Company carrying on or proposing to carry on any business which the Company is
authorized to carryon or proposing to carryon any business which the Company is
authorized to carry on or possessed of the property suitable for the purpose of
the Company or which can be carried on in conjunction therewith or which is
capable of being conducted so as directly or indirectly to the benefit of the
company and to purchase, acquire, promote, aid, sell and deal in property
shares, stocks, debentures, debenture stocks of any such person, firm or
company and to conduct, make or carry on and to effect any arrangement in
regard to the winding up of the such persons, firm or company.
7.
To let on lease any machinery, plant,
building and equipment of the company for the time being the property of the
Company or whether as a whole or part by part to any person, firm or company to
the best advantage of the Company.
8.
To sell, improve, alter, manage,
develop exchange, lease, mortgage, dispose off, turn to account or otherwise
deal in all or any part of the business, land and buildings, property, assets,
rights and generally the resources undertaking of the company in whole or part
in such manner and on such terms as directors deems fit.
9.
To acquire by concessions, grant,
purchase, barter, lease or otherwise, wither absolutely or conditionally, and
either alone or jointly with others, any lands, buildings, machinery, plant,
utensils, works, conveniences and other movable and immovable property of any
description for the Company.
10. To
mortgage or give as a collateral security of any assets of the company or to
issue guarantees to any Financial Institutions, Banks , Government Departments
for due performance of the agreements, contracts or borrowings by any person,
firm or company but shall not do the business of banking as defined under the
Banking Regulations Act, 1949.
11. To
invest and deal with monies of the Company not immediately required in such
manner as may from time to time be determined by the Board of Directors.
12. To
incur debts and obligations for the conduct of any business of the Company and
to purchase or hire the goods, materials or machinery on credit or otherwise
for any business or purpose of the company.
13. To
accumulate funds, to lend, invest or otherwise employ money belonging or
entrusted to the company upon securities and shares or without security, upon
such terms as may be brought proper and from time to time to vary such
transactions in such manner as the company thinks fit but not to do the
business of banking within the meaning of the banking within the meaning of the
Banking Regulations Act, 1949.
14. To
open accounts with any individual, firm or company or with any banker or banks
or shroffs and to pay into and to withdraw money from such account or accounts.
15. To
make advances of such sum or sums of money upon or in respect or for the
rendering of services to the Company, purchase of materials, goods, machinery,
stores or any other property, articles
and things required for the purpose of the Company upon such terms with or
without security as the company may deem expedient.
16. Subject
to the provisions of the Companies Act, 2013, to borrow or raise or secure the
payment of the monies in such manner and on such terms and with such powers and
privileges as may be thought fit and in particular by the issue of or upon
bonds, debentures, bills of exchanges, promissory notes, or other obligations
or securities of the Company and with a view thereto mortgage, pledge and
charge the undertaking and all or any of the immovable property, present and
future, and all or any of the uncalled capital for the time being of the
Company and to purchase, redeem or pay off any such securities.
17. To
procure the registration or other recognition of the Company in any country,
state or place and to establish and regulate agencies for the purpose of the
Company’s business and to apply or join in applying to any parliament, local
government, Municipal or other authority or body, Indian or Foreign, for any
act of the parliament laws, decrees, concessions, orders, rights or privileges
that may seem conducive to the company’s objects or any of them and to oppose
any proceeding or application which may seem, calculated directly or indirectly
to prejudice the company’s interests.
18. To
remunerate (by cash or otherwise or by other assets or allotment of fully or
partly paid shares of in any other manner) any person, firm, association or
company for services rendered or to be rendered in giving technical aid and
advice, granting licenses or permissions for the use of patents, trade secrets,
trademarks, posses and in acting as trustees for debenture holders of the
Company or subscriptions whether absolutely or conditionally or for services
rendered in or about the formation or promotion of the company if any or for
guaranteeing payment of such debentures or other securities including brokerage
and commission for obtaining of taking, placing or underwriting or procuring
the underwriting of the shares, debentures and other securities of the company
and any company promoted by the company or in introducing any property of
business to the company or in or about the conduct of the business of the
company or interest thereon.
19. To
pay all preliminary expenses of any company promoted by the Company or any
Company and Firm which the Company is or may contemplate being interested,
including in such preliminary expenses all or any Part of the costs and
expenses of owners of any business or property acquired by any such Company.
20. To
create depreciation fund, reserve fund, sinking fund, insurance fund or any
other special fund whether for depreciation or for repairing, improving,
extending or maintaining any of the property of the Company or for any other
purpose conducive to the interests of the Company.
21. To
form, incorporate or promote any company or companies, association or
associations, subsidiary or otherwise for the purpose of acquiring all or any
of the property rights and liabilities of the Company for any other purpose
which may seem directly or indirectly calculated to the benefit of the company
and to transfer to any such company property and to be interested in to take or
otherwise acquire, hold, sell, or otherwise dispose of shares, stocks,
debentures and other securities in or other company for all or any other
objects mentioned in this memorandum and subsidize or otherwise such company.
22. To
enter into agreements and arrangements with any Governments or authorities
(supreme, municipal, local or otherwise) or any corporations, Companies or
persons that may seem conducive to the Company’s objects or any of them; and
obtain from any such Government authority, corporations, company or persons,
any charters contracts, decree, rights or privileges and concessions which the
company may think desirable to obtain and to carry out, exercise, dispose off,
turn to account or comply with any such agreements or arrangements, charters,
contracts, decree rights, privileges and concessions.
23. To
dedicate, present or otherwise dispose of either voluntarily or for value any
property of the Company deemed to be of national, public or local interest, to
any national trust, public body, museum, corporation, or authority of any
trustees for or on behalf of any, of the same or of the public.
24. To
amalgamate with any company or companies having objects altogether or in part
similar to those of the Company.
25. To
acquire by subscription or otherwise and hold shares, stocks, debentures or
other interests in any company or companies having objects wholly or partly
similar to that of the Company.
26. Subject
to the provisions of the Companies Act, 1956, to distribute among the Members
in special any property of the Company, or any proceeds of sale or disposal of
any property of the Company.
27. To
apply for, purchase or otherwise acquire, obtain, protect, sell, prolong and
renew any patent rights, BREVETS D’ INVENTIONS, trademarks, designs, licenses,
protections, permissions, concessions, processes and the like, conferring any
exclusive or limited right (either point of time or otherwise) to use the same
or any secret or other information as to any invention which may seem capable
of being used for any purpose of the Company and use, exercise, develop or
grant licenses in respect of or otherwise turn to account any such patents,
inventions, permissions, concessions and processes.
28. To
take all necessary steps in any legislature (Central or Provincial or State) or
with the authorities governmental, local, municipal or otherwise or any place
in which the Company may have interest, and to carry on any negotiations or
operations for the purpose of directly carrying out the jobs of the Company or
for effecting any modifications in the constitution of the Company and to
protect the interest of the Company.
29. To
enter into partnership or any arrangements for sharing profits, union of
interest, cooperation, joint venture, reciprocal concessions or otherwise with
any person or persons or company carrying on or engaged in any business or
transactions which this Company is authorized to carry on.
30. To
receive monies for financing and business of the Company and subject to the
provisions of Companies (Acceptance of Deposits) Rules, 1975, Section 73 of the
Companies Act, 2013 and to the directions of Reserve Bank of India, on deposit
or on loan, upon such terms as may be thought fit, provided, however that the
Company shall not do any banking business as defined in the Banking Regulations
Act, 1949.
31. To
make donations to such persons or institutions and in such cases and either of
cash or any other assets as may be thought directly conducive to any of the
Company’s objects or otherwise expedient and in particular to remunerate any
person or Corporation introducing business to the Company and to subscribe or
guarantee money for charitable, benevolent or useful objects and to establish
and support or aid in the establishment and support of associations,
institutions, funds, trusts, and conveniences for the benefit of the employees
or ex-employees or of persons having dealing with the Company or the
dependents, relatives or connections of such person, and in particular friendly
or other benefit societies and to grant pensions, allowances, gratuities,
bonuses, either by way of annual payments or a lump sum, and to form and contribute
to provident and benefit funds, to or for such pensions.
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 Authorized share capital of the Company
is INR 10,00,000/- (Indian Rupees Ten
Lakhs only), divided into 100,000 (One Lakhs only) equity shares of INR 10/- (Indian
Rupees 10/-) each. The Equity Shares shall have all rights, privileges and conditions attached thereto as are provided by the
regulations of the Company for the time being, with power to increase and
reduce into several classes and to attach thereto respectively such
preferential rights, privileges or conditions as may be determined by or in
accordance with the regulations of the Company and to vary, modify or abrogate
any such right, privileges or conditions in such manner as may be for the time
being be provided by the regulations of the Company.
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