MEMORANDUM OF ASSOCIATION OF COMPANY FORMAT

MEMORANDUM OF ASSOCIATION

OF

                        

XYZ     PRIVATE LIMITED

(A Company limited by shares)

 Name of the Company: The name of the Company is XYZ PRIVATE LIMITED.

Registered Office: The registered office of the Company will be situated in the State of Tamilnadu.

Objects of the Company: The objects for which the Company is established are:

  (A) MAIN OBJECT TO BE PURSUED BY THE COMPANY ON ITS

         INCORPORATION:

1. To do the business of computer software development, wed content    management Solution and develop and implement application software wed based applications, Onsite consulting and offshore software development services, selling, Customizing and supporting Web content Management solution both Onshore and Offshore.

2. To do the business of system integration, database management services, and Content creation and management services, software testing services, web

Hosting services, IT enables services and Service providers of business processes as outsourced or captive purposes.

3. To do the business of consultants of software, system, network management,

    Information security and business process services and data network,

    Management services.

4.  To provide spectrum of services in the field of Information Technology and IT

      Enable service and services providers of business process as outsource or            Captive purposes.

 

(B)   OBJECTS INCIDENTAL OR ANCILLARY TO ATTAINMENT OF MAIN      

         OBJECTS OF THE COMPANY:

 

   1.  Negotiation of Contracts: To negotiate, enter into agreements and contracts with companies, firms and individuals for all kinds of design, technical and financial assistance achieving the main objectives of the company and in furtherance of the business of the company.

2. Availing Assistance : To apply for and obtain assistance either technical or financial from Government,  financial institutions, companies firms, other organisation, or individuals, from all type of domestic or foreign sources, for developing all or any of  the business of the company, in furtherance of achieving its objects.

3. Acquisition of Properties and rights : To purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property and any rights or privileges which the company may think necessary or convenient for the purpose of its business and in particular any land, building, easements, machinery, plant, and stock in trade, on such terms and conditions, as may be deemed fit by the company and to guarantee the performance of any such contracts by any Governments, Authority, Public body, undertaking, company firm, individual or organisation, who  are parties to such contracts.

4. Patents and Licenses : To apply for, secure, purchase, acquire by grant, legislative enactments, assignments, transfers, purchase or otherwise, carry  out, develop or enjoy any charter, power, authority,  franchise, patents, brevetted inventions, licenses, concessions, rights, or  privileges and the like which any government, authority, Government, Authority, Public Body undertaking, company, firm, individual or organisation or any other public body may be empowered to grant for conferring any exclusive or limited rights of use thereof, or any secrets or other information on any such invention which  may seem capable of  being used for furtherance of any objects of the company, the acquisition of which may seem beneficial, either directly or indirectly to the company and to exercise, develop or grant licenses in  respect thereof or otherwise use of such property, rights or information so acquired, and to pay for, aid in and contribute towards carrying out the same, appropriate any of the Company’s hares, debentures or other securities and assets and to incur expenditure in defraying necessary costs, charges and thereof, experimenting thereupon, testing or improving any such patents, licenses, concessions, inventions or  rights.

5. Acquisition of business : To  acquire, in whole or in a part, any business or interests in or belonging to any Government, Authority, Public Body undertaking, Company, Firm, individual or organisation, having same or similar objects of the company, or any assets, moveable or immovable property, privileges, rights, contracts, or effects held by any such Government, Authority, Public body, undertaking, company firm,  individuals or  organisation, or used in connection with the business, or  interests  of such Governments, Authority, Public body, undertaking, company firm, individual  or organisation, whose business or interests were so acquired.

6. Undertaking other activities: To construct, improve, maintain, develop, work, manage, carryout or control any buildings, works, factories, mills, road ways, branches, sidings, bridges, warehouses, electric works, shops or such jobs, calculated directly or indirectly to advance further the company’s interests and to contribute, subsidize or otherwise assist or take part in the construction, improvement, maintenance, development, working, managements, carrying out or control thereof.

7. Additional  place of business : To procure the incorporation, registration or other recognition of the company in any country, state or  place to  establish and regulate agencies for the purpose of the company’s business and to apply for or join in applying to any parliament, Government, Local Municipal or other authority, organisation or body, either Domestic or Foreign and to obtain or in any way assist in obtaining approval, concurrence, or permission under or by any acts of parliament, Laws, decrees, concessions, orders, rights or privileges that may be conductive to achieve the company’s objects or  any of them and or to represent, defend, object or oppose any proceedings or applications which may seemingly affect, directly or indirectly, furtherance of the objects or interest of the company.

8. Amalgamation and consolidation of business. To amalgamate, enter into partnership or enter into any arrangement for sharing of profits, union of interests, co-operation, joint-adventures or reciprocal concessions  with any Government, Authority, Public Body undertaking, Company, Firm, individual or organisation, carrying on or engaged in or about to carry on or engage in any business or transaction in furtherance or the objects of the Company, 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 to directly or indirectly benefit the company.

9. Acquisition of shares, debentures etc. as part of business: To pay any property or business either  form of cash, shares or debenture stock of the Company or partly in one way and partly  in another form either as investment or otherwise, and to acquire  and hold shares,  otherwise, in any other company having similar or altogether different objects or in part similar to those of the company, of carrying any other business capable of begin conducted, so as to directly or indirectly or benefit the company.

10. Development and extension of business: To extend the business of the company from time in such manner as may be considered advisable by adding to, altering of, modifying,  enlarging or developing all or any of the properties or assets of the company, both moveable and immovable, for the time being in existence or in possession of the Company and also by incurring, expending and laying out from time to time such sums of  money as the Directors of the Company may deem think, fit and as may be necessary or expedient for the purpose of improving, adding to, modifying to, removing, disposing or relocating within or outside the existing place of business, and altering all or any such properties or assets and pay for all such  extensions, improvements, additions, modifications, removal, disposal, alterations and development either in cash, in kind, by way of advance or on account.

11. As principal or Agent in any part of World: To carry out and do all or any of the above acts, things and deeds in any part of the World, either as Principal, Agents, Contractors, Trustees, Representatives, Attorney holders or otherwise in any other capacity, either alone or in conjunction or as partners with any Government, Authority, Public Body Undertaking, Company, Firm, individual or organisation from within and  outside India.

12. Arrangement with Government: To enter into any arrangements, contract or MOU with any Government, judicial, municipal, local, revenue or such any other authority, either Central or State, that may seem conductive to any or all objects of the Company and to obtain from such authority or authorities any rights, privileges or concessions which the Company may think it desirable to obtain, and to carry out, exercise or comply with any such arrangements, rights, privileges or concessions.

13.Research, Experiment, Trade Mark and Licenses  : To make or cause to make any research, experiments or any other such activities, in connection with any business of the Company and take out or otherwise acquire, by original application or otherwise, any trademark, letters,  patent or patent rights or the like and to use, exercise, develop, or grant licenses in respect of sell, dispose of or otherwise turn to account any trademark, patents, interests or other rights for  the time being held or acquired by the Company.

14. Sale of Produce: To sell for cash or on credit or to trade in, or to contract for sale either for immediate or future delivery or to  and from any part of the world, of any produce  whatsoever of the company.

15. Dealing of property and rights:  To sell, improve, manage, exchange, enfranchise, lease, mortgage, dispose off, turn to account or otherwise deal with all or any part of the property and rights or the company.

16. Negotiable instruments : To draw, make, accept, endorse, discount, execute and issue of promissory notes, bills of exchange, bills of lading, warrants, debentures, cheques, demand  drafts and any other negotiable instruments but not to do Banking Business as defined in the Banking Regulations Act, 1949.

17. Borrowing : To borrow, lend, advance or otherwise utilize the  funds of the Company, or give credit from or to any Government, Authority, Public Body undertaking, Company, Firm, individual or organisation, or to give guarantee or indemnify for the payment of any money or performance of contract or obligation by any Government, Authority, Public body, undertaking, company firm, individual or organisation, or to secure or undertake in any way repayment  of money lent or advanced to or the liabilities incurred by an Government, Authority, Public Body undertaking, Company, Firm, individual or organisation, and or otherwise to assist any Government, Authority, Public Body undertaking, Company, Firm, individual  or organisation.    

     18. Raising Loan against, mortgaging of and creation charges on the Company s Assets: To receive money on deposit, within the permitted limits as loan or otherwise, to borrow or raise money, in the course of its business, in such manner as the Company may deem think fit and in particular, by way of issue of Debentures (perpetual or otherwise), to secure repayments of any such money so borrowed or raised by way of mortgage, creating charges of lies upon all or any of the property or assets (both present and future) of the company, either in the form of moveable or immoveable, including its uncalled capital, if any and also by way of similar mortgage or charge of lien to secure or guarantee the performance of the Company or any Government, Authority, Public Body undertaking, Company, Firm, individual or organisation, of any obligation or liability undertaken by the Company or any Government, Authority, Public Body undertaking, Company, Firm, individual or organisation, as the case may be.

       19. Holding mortgage, lien or charges: To take or hold mortgages, liens and / or charges to secure payments of consideration, purchase price, or any unpaid balance of consideration or purchase price of any part of the company s property of whatever kind or form sold by the Company or for any part of the Company or for money due to the Company from purchasers or any Government, Authority, public Body undertaking, Company, Firms, individual or organisation.

        20. Payment of Rent: To undertake the payments of all rents performance of all covenants, conditions, terms and agreements contained in and reserved by any leases that may be granted or assigned to or be otherwise acquired by the Company.

          21.Investment of surplus funds: To invest, lend, advance deal or deposit funds of the company not immediately required in any manner and in particular, to accumulate funds, acquire, take, purchase, by way of subscription or otherwise howsoever or to hold shares, stock, debentures or any form of security of any company, association or undertaking.

           22. Advances and Deposits: To receive money as advance, on deposit or otherwise, with our without interest liability, and to advance, deposit or otherwise pay, money for purchase to any Government, Authority, Public Body undertaking, Company, Firm, individual or organisation with or without security and on such terms and conditions as may seem expedient and in particular from or to customers and others having dealings with the company but not to do business of Banking as defined in the Banking Regulations Act, 1949.                            

    

           23. Purchase of immovable properties: To purchase the reversion or reversions or otherwise acquire freehold or leasehold of all or any part of the land, with or without buildings thereon for the time being under estate by the company

            24. Sale of immoveable properties : To exchange, sell, convey, lease, assign or grant any lease or leases of any land or lands whether freehold or leasehold or of any other tenure whether with or without building thereon or part of the immovable property of  the company for or in consideration of other land or immoveable property or for cash , government securities or other securities guaranteed by the government or for shares in other companies or partly for one and  partly another or such other property or securities as may be determined by the company

            25.  Disposal of Assets of the Company:  To sell, lease, mortgage, create charge or otherwise dispose off the property, assets or undertakings of the company in whole or any part thereof, for such consideration as the company may deem think fit and in particular for shares, stocks, debentures or other securities of any nature of any other company whether or not having objects altogether or in part similar to those of the company.

            26. Dealing in other immovable property: To manage, improve, farm, cultivate, maintain, lease, underlet, exchange, sell or otherwise deal with and dispose of all or any part of immoveable property of the company not required for the purpose of the company.

             27. Expenditure on formation of company: To pay out of the funds of the company all expenses which the company may lawfully incur with respect to the formation and registration of the company.                                                              

              28. Issue of shares or debentures: For any purpose and in any manner from time to time, to mortgage or create charge on the whole or any part of the undertaking, property, assets or rights, either present or future, of the company and any money uncalled on any shares of the capital, either original or increased, of the company, and whether at the time created, issued or subscribed or not and to create, issues make and give, debenture-stock, bonds or other securities or obligation, perpetual or otherwise, with or without any mortgage or, changes on all or any part of such undertaking, property, assets, Rights or uncalled money.      

                29. Allotment of shares as consideration : To issue and allot fully or partly paid shares in the capital of the Company, to any Government, Authority, public body undertaking, Company, Firm, individual or organisation in consideration, payment or part payment of any property or assets or personal property, both present and future, of whatever description, purchased or otherwise acquired by the Company or any services rendered by any such Government, Authority, Public body, undertaking, company firm, individual or organization to the Company.

                 30. Shares to employees: To earmark, give or allot any shares or interests in the profits of the company business or any branch thereof, either as partly or fully paid, to the employees, officers, managers or servants of the company, whether carried on by means or through any agency or subsidiary company and for that purpose to enter into any arrangement, agreement or contract the company may deem think fit.

                  31. Payment of commission and brokerage: To remunerate and pay to any Government, Authority, Public Body undertaking, Company, Firm, individual or organisation any commission, brokerage, law charges or fees for services rendered or to be rendered in the course of its business, in particular in placing or assisting to place or guaranteeing the placing of any of the shares in the company’s capital or any debentures or other securities of the company or in or about the organisation, formation, promotion and / or registration of the company or the conduct of the business.

                  32. Appropriation of Share Premium amount: To place, reserve or distribute as dividend or bonus among the members company, or otherwise to apply as the company may from time to time deem think fit, subject to the provisions of the companies act, 1956, any money received by way of premium on shares or debentures issued at premium by any money received by way of premium on shares or debentures issued at premium by the company and any moneys arising from the sale of forfeited shares of the company.

                  33. Distribution of profit or capital: To hold all or any shares or obligations acquired under the companies Act, 1956. or to sell or reissue the same with or without guarantee or to distribute them or any other assets of the company, in kind upon a division of  profits or distribution of capital among the members and in case of any cash, share or obligations, receivable upon any sale or amalgamation of the shares of the company and for distribution of any proceeds of sale in any manner, by or under the provisions of this Memorandum of Association and Articles of Association of the company, in force, from time to time. 

                  34. Supporting other business interest: To pay preliminary expenses of any company promoted, formed, being promoted or being formed by the company or any company in which the company is or may contemplate being interest, including such preliminary expenses, all or any part of the cost and expenses of the owners of any business or property acquired by the company and to remunerate any government, Authority, Public Body undertaking, company, firm, individual or organisation for services rendered in placing or assisting to place or subscribing or agreeing to subscribe, whether absolutely or conditionally, in full or in part, for any shares, debentures or debenture stock or other obligations or for any other services in or about the promotion of or issue of the capital or of obligations including guaranteeing of loans of this or any other company or for the conduct of the business of this or any other company, subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions as aforesaid, with an option to require the company to issue to such Government, Authority, public body undertaking, company firm, individual or organisation or its nominees further share in the company at not less than par or further debentures or debentures stock or other obligations of the company at any price and also to pay any cost of winding up any the whole or any portion of property of which is acquired by this company and also all expenses attending to the issue of any circular or notice, printing, stamping and circulating of proxies or forms to be filled up by the members of this company.

     

                   35. Incorporation of entities abroad: To incorporate, procure or otherwise cause to create or procure any company, firm, organisation or undertaking, to be constituted, registered, formed or recognized in accordance with the provisions of statutes in force in any country abroad, in which country the company may desire to carry on any business.

                    36. Management and Supervision of other companies: To take part in the management, supervision, execution and control of the business or operations of any company, firm, organisation or undertaking and for that purpose to appoint and remunerate Directors, Managers, Trustees, Accountants, Employees or other executives or agents of that company, firm, organisation or undertaking.

                     37. Arrangement for management of Other entities: To enter into any arrangements for sharing of profits, co-operation, joint venture or reciprocal concession with any Company, firm, organisation, individual or undertaking carrying on or about to carry on or engage in any business or transaction, which may be calculated directly or indirectly to benefit the company and to amalgamate with any other any company, firm, organisation or undertaking and to give to any such company, firm, organisation, person or undertaking special rights and privileges in connection with or control over such company, firm, organisation or undertaking And in particular to nominate one or more Directors, executives, managers or management representatives of such company, firm, organisation or undertaking

                    38. On Statutes: To apply for, cause to legislate, support, defend, promote and obtain any statute, order, regulation or other authorization or enactment which may seem calculated directly or indirectly to benefit the company and to oppose or cause to oppose any bills, proceedings, suites, writs or applications which may seem calculated directly or indirectly prejudicial to the interests of the company.

                    39. Creation of Funds: To create any Depreciation fund, Reserve fund, Sinking fund, Insurance Fund or any other special (either general or specific in nature) fund whether for depreciation, repairing, improving, extending or maintaining any of the property of the company or for redemption of debentures redeemable preference shares or for any other purpose whatsoever conductive to the interest of the Company.

                    40. Employees welfare organisation: To form, manage, assist, establish, maintain, contribute, support or aid the Establishment, Associations, Institutions, Funds, Trust, libraries, crèches, clubs, canteen and such other organisation for the convenience and benefit of employees, officers, ex-officers or ex-employees of the Company or its predecessors in business or the dependents, relatives, connections, dependents, families or associates of such persons, and to grant pension and allowance and to make payment towards insurance, subscribe or guarantee money for charitable or benevolent objects, any exhibition or any public general or special, useful and welfare objects.

                    41. Superannuation funds: To contribute to provident Funds for the benefits of the employees of the Company, to pay bonus, gratuities and or pension and to create, open and maintain or cause to maintain funds collectively or separately directly or indirectly through any other institutions or though its authorized agent or representative, for the purpose of paying from time to time such provident fund, bonus, gratuity or pension as the case may be, whether compulsory or otherwise under provisions of any stature.       

        

                    42. Member of an Association: To subscribe and contribute to become a member of and co-operate with any Association, Institution, body of person, organisation, whether incorporated or not or to apply the money of the Company in any way in or towards the establishment, maintenance, or extension of any such association  institution, body of persons or organisation whose objects are altogether or in part similar to those of the company or are in any way connected with any particular trade, business or commerce generally, including any specific or general fund for protection of interests of members, generally including any of insurance against loss by bad de debts, strike, workmen s combination, fire accident or otherwise.

                       

                      43. Participation in Trade Fair or Exhibition: To incur, pay, subscribe or guarantee money for any charitable, benevolent, education, public, general or other useful purpose, activity, Trade, Exhibition, Trade show, Training, Convention, Conference, workshop, or any other objects, whatsoever, conducted by any Government Authority public body undertaking company firm individual or organisation both nation and international, which may be or as may ape rear  to be conductive directly or indirectly to the further of the objects of the Company or interests of its members or employees.  

                    

                       44. Net Connections: To create, cause to create, maintain, broadcast, publish, download, upload or share all kinds of electronic net work an d connections, wed sites, data information and all or any other details, which are not detrimental to but in furtherance of the objects of the Company.

                        45. Distribution of Assets on winding up: To issue all or any part of the capital of the company at par or at premium or as fully or partly paid up shares and to distribute any of the property or assets of the company amongst the members of the company in consideration of the amount due or in kind, in the event of winding up of the Company, subject to the provisions of the Companies Act, 1956

 

(C)  OTHER OBJECTS OF THE COMPANY NOT INCLUDED IN (A) OR (B) ABOVE:

1. To manufacture, acquire, import, export, utilize, buy, sell, take on lease, hire for rent, and otherwise deal in as manufactures, producers, buyers, dealers, brokers, importers, exporters, contractors, service providers or otherwise in any other capacity, all kinds of materials, machineries, goods, structural materials, scaffoldings, tools, tackles, material handling equipments, earth moving equipments, concrete mixers, transport vehicles, trucks, lorries, tippers, explosives, by-products arising or needed in the construction and others related activities which the company is authorized by its objects to carry out.

2. To carry on the business buying, selling, importing and exporting of all items and articles, including but not exclusive, of machinery, stores and raw materials, all kinds of bricks, stones, granites, titles, flooring materials, iron and steel rods, aluminum articles, sand, blue metal, cement, roofing materials, fasteners, plastic and vinyl articles, petroleum products, wood and wooden articles, furniture, electrical fittings and appliances, interiors, sanitary and plumbing materials, water and sewerage materials, signage, paints, varnishes, yarns, fabrics, rubber and other artificial items, chemicals and all or any other materials, articles or items, that are directly or indirectly required for construction and other relatives activities in furtherance of the main objects of the company,

3. To undertake and transact all kinds of Agency or business which an individual may legally undertake

4. To procure, manufacture, produce, purchase, sell, import or export machinery, plants, tools, implements and other articles of whatsoever nature used or required by the Company, not elsewhere specifically mentioned in this Memorandum of Association.

                   

IV. The liability of the members is limited.

V. (a) The Authorized share capital of the Company is Rs.1, 00,000 (Rupees one lakhs only) divided into 10,000 (Ten Thousand only) equity shares of Rs.10 (Rupees ten only)

     (b) The Company has power to increase or reduce its capital from time to time, and the shares in the capital of the company for the time being, whether original or increased, may be divided into several classes with any preferential, deferred qualified or special rights, privileges, conditions or restrictions, whether in regard to the dividend, voting rights, return of capital, distribution of assets or otherwise, attached thereto, also with power to decrease or increase the face value of the shares or sub-divide or amalgamate such shares.   

     (c) If and when the capital of the company is divided into shares of various classes, with any preferential or special rights attached thereto, such rights or such class, may be varied, modified, affected, extended or surrendered as provided by the Articles of Association.

VI.  We the several persons, whose names and addresses are subscribed below and desirous of being formed into Company in pursuance of this Memorandum of Association, respectively agree to take the number of shares in the Capital of the Company set opposite to our respective names.   

 

SI No.	Signature, Name, Address, Description and Occupation of       Subscribers	No. of Equity Shares taken by each Subscriber	Signature, Name, Address, Description and Occupation    of Witness
1	(Signed) Mr.X S/o, Ponnaiyan  II street, Natarajapuram North,Thanjavur-613004 Business Passport No: E9092397	7,000           (seven          Thousand         Shares only)	All the Subscribes signed          Before me at Chennai                     (Signed)         M. XXXXXX
2	(signed) Dr. k. X S/o, Mr. R. Y Plot No -ee,5th street, New Bethania Nagar, Valakkam, Chennai-600087 Business Pan No: Nil	3,000            (Three          Thousand         Shares only)
	Total	10,000      (Ten Thousand        Shares only)