going concern along with all assets, liabilities, licenses, quotas, rights, entitlements etc. from any person, firm or company, to enter into partnership or into any arrangements for sharing profits, union of interests, co-operations, joint ventures, reciprocal concessions or otherwise with any person or company carrying on or engaged in, or about to carry on or engage in any business or transaction which this company is authorized to carry on or engage in or any business or transaction capable and to guarantee the contracts of or otherwise assist any such person or company and to sell, hold, re-issue, with or without guarantee or otherwise deal with the same.
2. To apply, approach, purchase, tender, auction, hold, protect, prolong, work, use or otherwise to acquire, renew or dispose of in any part of the world any patents, copyrights, trade secrets, secret processes, information, know-how, formula, inventions, trade marks, designs, license, concessions, and the like, conferring any absolute, exclusive, non-exclusive, limited, temporary or permanent right to use or work the same or any secret or other information as to any invention which may seem capable of being used for any of the purpose of the company or the acquisition of which may seem beneficial to the company and to use, exercise, develop, or grant license in respect of or otherwise turn to account the property rights or information so acquired, and to expand money in experimenting upon testing or information of seeking to improve any such patents, rights, designs or information as aforesaid which the company may acquire or propose to acquire.
3. To amalgamate, absorb, or merge with one or more than one company or body corporate, whether or not having similar objects as of this company and to do all such incidental acts, deeds and things as may be necessary to give effect to the amalgamation, in and/or outside India.
4. To enter into, execute and fulfill all contracts, agreements and arrangements necessary or useful for any or all of the objects of the company with any government, semi-government and the local authorities in India or elsewhere for the purchase, sale and supply of goods, merchandise, stocks, shares, securities, movable, articles and things and to provide services and consultancy of all types to them on such terms and conditions as the Board of Directors deem fit from time to time.
5. To establish, settle, promote, form, undertake or to execute public charitable or welfare trust for the benefit of employees, ex-employees, directors, their dependents and general public or for the developments and advancement of any activity in the field of education, health care, public welfare, science, etc. for their benefit.
6. To incorporate, float, form constitute and promote any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of this company, or for carrying on any business which this company is authorized to carry on or any other purpose which may seem directly or indirectly calculated to benefit this company.
7. To purchase, sale, subscribe, underwrite, acquire, invest, exchange, take-up, hold or otherwise to deal in shares, stocks, bonds, debentures, warrants, entitlements, premium notes, obligations or securities issued or guaranteed by the companies, corporations, mutual funds, government undertakings, government authorities, banks, financial institutions, foreign institutional investors, foreign companies or by any other body or authority in India or abroad, either by original subscription, tender, conversion, offer, renunciation, purchase or otherwise and to subscribe for the same either conditionally or unconditionally and to guarantee the subscription thereof and to exercise, enforce and enjoy all rights and powers conferred by or incidental to the ownership thereof.
8. To make any loan to company or any other body corporate, give guarantee or provide security, in connection with loan made by any other person to or to any other person by any body corporate and acquire by way of subscription, purchase or otherwise the securities of any other companies or bodies corporate.
9. To tender, make, provide and give advances of such sums of money as may be necessary for purchase of goods, services, raw materials, consumables, stores, plants, machineries, or any other movable or immovable property required for the purpose of the company on such terms and conditions with or without security as the company may deem fit from time to time. Provided that the company shall not carry on the business of banking as defined in Banking Regulation Act, 1949.
10. To accept, invite, promote, raise, secure, borrow, undertake or otherwise to negotiate loans, underwriting contracts, mortgages, lessees, equity participation, cash credits, letter of credits, guarantees, obligations, commitments, overdrafts and other financial facilities from banks, financial institutions, leasing companies, government or semi-government bodies, companies, firms, individuals, societies, associations, body corporate and other entitles.
11. To acquire or issue and use, deal in, and pledge, mortgage, transfer, assign, sell or negotiate mercantile documents of every kind and description, and without prejudice this generality, to draw, make, accept, endorse, discount, execute, issue, and assign cheques, drafts, bills of exchange, promissory notes, hundies, debentures, bonds, bills of lading, railway receipts and other negotiable or transferable instruments or securities; and to purchase, sell, endorse and surrender for renewal of any government promissory notes or government war loans, bonds or other securities of the government of India or any other government.
12. To sell, transfer, lease, let on hire, dispose of or exchange any of the undertaking, division, branch, property, rights, claims, or other beneficial interest of the company or any art thereof for such consideration as the company may think fit and to take or hold mortgages; guarantee, surly or secure payment of the sale price, or any unpaid balance of the sale price of any part of the company’s property of any kind sold by the company, or any money due to the company from buyers.
13. To apply for, promote, obtain, represent and, get implemented from government, state government, foreign government or other similar authorities any order, regulation enactment, authorizations, charters, rights, immunities, privileges, guarantees, counter guarantees, indemnities, grants, gifts, concessions, licences for enabling the company to carry on its business or any of its objects into effect or for extending its powers of the company, or for effecting any modification of the constitution which is directly or indirectly beneficial to it or for the other purposes that may seem expedient and to defend and oppose any proceedings, acts, rules, and regulations, which may seem directly or indirectly prejudicial to the interest of the company and for this purpose to take help of any expert, lawyer, advocate, solicitor, trade associations, chamber of commerce etc., any to incur necessary expenses.
14. To apply for, approach, obtain, hold, renew, protect, defend, prolong, procure and manage any recognition in India or abroad in any establishments, authorities, chamber of commerce, institutions, organizations, trusts, association, councils, chapters, clubs or other entitles whether belong to government, semi-government, local authorities, public bodies, private persons or otherwise for the purpose of standardization of quality, know-how, formula, export, quota, rights, entitlements and other benefits as are conducive for the attainment of the objects of the Company.
15. To pay for any property, rights, services or benefits acquired by the company either in cash or by the allotment of dully or partly paid up shares of the company with or without preferential rights in respect of dividend or repayment.
16. To create any type of mortgage of charge on whole or any part of the undertaking, properties, stocks, investments, rights, titles, etc., of the company both present or future any on any uncalled share capital of the Company, and to create, issue, make and give debenture-stocks, bonds or other securities and obligations perpetual or otherwise, with or without any mortgage or charge on all or any part of the items aforesaid.
17. To pay, reimburse or give credit for all cost, charges and expenses out of the funds of the Company which are incidental to the promotion, formation, registration and establishment of the company as are incurred by the promoters in its preliminary or pre-incorporation stage and alternatively to issue shares against such expenses as may be decided by the Board of Directors from time to time.
18. To refer, or agree to refer to arbitration any matter related to any claim, demand, dispute, or for any other question raised by or against the company, or in which the company is directly or indirectly interested or concerned, and to do all acts, deeds, matters and things to carry out and enforce the award.
19. To arrange, establish, encourage promote, manage and organize marketing operations in India or abroad to render any type of service as mentioned in the objectives of the company and to appoint or take services from such agencies, associations, authorities, chamber of commerce, institutions, organizations, trusts, associations, councils, chapters, clubs or other entitles whether belongs to government, semi-government, local authorities, public bodies, private persons on such terms and conditions as the company may deem fit from time to time.
20. To incorporate, float, promote, constitute or from any subsidiary company or companies or to make any existing company as the subsidiary of the company for the purpose of carrying on any business or branch of a business which the company is authorized to carry on or not, and to enter into any arrangement which may seem conducive with reference to any business so carried on including power at any time to close any such branch or business.
21. To carry on in India or elsewhere, activities, in any capacity like agent representative, principal, carrier, broker, underwriter, trustee, contractor, trader, buyer, seller, importer, exporter, consultant, turn key contractor, supplier, fabricator, franchiser, job-worker, proprietor, processor, vendor, dealer, distributor, stockiest, or in any other capacity either alone or in conjunction with any other person, firm, company, corporation, government body, association, societies, clubs, local authorities or other entities.
22. To provide guarantees, counter guarantees, third party guarantees or to stand as surety for the payment of money, secured or unsecured, obtained by the company from banks, financial institutions, mutual funds, public bodies, government bodies, corporations, companies, firms, individuals or other entities on commission or otherwise and to pay for the money so guaranteed in respect of promissory notes, bonds, debentures, debenture stocks, contracts, mortgages, charges, obligations, banking facilities, instrument and securities of any such entities as aforesaid.
23. To promote encourage, motivate and undertake the formation and establishment of business pools, combines, syndicates associations or clubs as may be considered to be conducive to the advancement of the profits and interests of the company.
24. To issue fully paid-up bonus shares to the members and shareholders of the company by way of capitalization out of the balances standing to the credit of share premium account, general reserve, revaluation reserve or such other reserves subject to such consents and approvals as may be necessary as per laws, rules and regulations prevailing in the country from time to time.
25. To acquire and to take over as a going concern any business or businesses having objects altogether or similar to those of this company.
26. To open and operate bank accounts of all nature, including overdraft and to draw, make, accept, endorse, discount execute and issue bills of exchange, promissory notes, bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments or securities subject to the provisions of Banking Regulation Act, 1949.
C. OTHER OBJECTS:
1. To carry on business as financiers, concessionaires, capitalists and merchants, and to undertake, and carry on, and execute all kinds of financials, commercials, trading and other operations and to carry on other business which may seem to be capable of being conveniently carried on in connection with any of these objects, or calculated, directly or indirectly, to enhance the value of or facilitate the realization of, or render profitable, any of the property or rights of the Company. Provided that nothing herein contained shall be deemed to empower the Company to carry on the business of banking as defined in the Banking Regulation Act, 1949.
2. To act as an agent of the investment, loan payment, transmission and collection of money and for purchase, sale, improvement and management of all kinds of property, movable and immovable and of all kinds of business concerns and undertakings.
3. To carry on business as importers and exporters of goods or merchandise of any description and to act as shippers, underwriters, agents brokers, hardware, merchants, traders and dealers in article of any type.
IV. The liability of the members of the Company is limited
V. The said Authorised share capital of the Company is Rs. 100,000/- (Rupees One Lakh only) divided into 10,000 equity shares of Rs. 10/- (Rupees Ten only) each, with the power to increase and to reduce the capital and to divided the shares in the capital for the time being into several classes and to attach there to respectively such preferential, qualified or special rights, privileges and conditions as may be determined by or in accordance with the Companies Act, 1956 for the time being in force and regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may, for the time being be provided by the regulations of the Company.
We, the several persons, whose names, addresses and descriptions are subscribed hereunder, are desirous of being formed into a Company, in pursuance of this Memorandum of Association.
Names, addresses, descriptions, and occupations of subscribers No. and type of shares taken by each subscriber Signature of subscribers Name, address description and signature of witness.
Total
Place :
Date :
Traduction - français
D'APRES LE COMPANIES ACT (LOI DES SOCIETES) de 1956
(1 DE 1956)
SOCIETE EN COMMANDITE PAR ACTIONS
ACTE CONSTITUTIF (STATUTS)
DE
XXXXXXX PRIVATE LIMITED
I. Le nom de la société est : “XXXXXXX PRIVATE LIMITED “
II. Le Siège Social de la société sera fixé dans l'Etat de Puducherry.
III. Les objets pour lesquels la société est constituée sont :
A. L
|