THE COMPANIES ACT 1956
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
CORENIX TECHNOLOGIES PRIVATE LIMITED
I. The name of the Company is
CORENIX TECHNOLOGIES PRIVATE LIMITED.
II. The Registered Office of the Company will be situated in the State of
MAHARASHTRA i.e. within the jurisdiction of Registrar of Companies
at Mumbai.
III. The objects for which the Company is established are
(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED
BY THE COMPANY ON ITS INCORPORATION IS:
1. To carry on the business in I n d i a or e i t h e r on own or
in collaboration with or technical know-how from any
organisation or person in India or of providing software and
hardware consultancy and consulting services related to the
preparation and maintenance of accounting statistical, scientific or
mathematical information and reports, data processing
programming, collecting, storing, processing and transmitting
information and data of every kind and description, systems
analysis, and machine services for solving or aiding commercial,
industrial scientific and research problems and for all other related
business., to develop, manage, run, establish, execute o: undertake
to do all and anything required in connection with manufacture
sell, assembly, integration and operating by computers, software and
hardware programming, data processing, computer hardware and
software projects systems integration services, project management,
development and execution provide manpower in information
technology and applications, develop software computer
programmes and applications, data base management, to develop,
design, manufacture, process, fabricate, assemble, install, alter
modify, repair, buy, sell, re-sale, import, export or otherwise deal in
any other manner computer software and hardware operating system
and products which posses an internal intelligence for recognition
and correlating any type of data or information to be processed
recognition and memory systems, systems transmission
equipment processing equipments networking internet system,
display devices, word processing devices printing devices, software
and hardware, integrated circuits, microcircuits, peripherals, floppy,
discs and other devices and accessories,
(B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN
OBJECTS ARE:
2. To render technical assistance and services including maintenance in
connection with the use, purchase, sale, import, export, lease or
distribution, license, design, manufacture of machines, apparatus,
appliance, system, component, electronic and electromechanical
products and systems, program products, Web Site, Internet, Intranet,
E-Commerce and connected or related services.
3. To establish, provide, maintain conduct or otherwise subsidise, or
assist research division and experimental workshops for scientific and
technical researches and experiments and to undertake and carry out
scientific and technical researches, experiments and tests of all kinds
that may be considered likely to assist any of the businesses which
the company is authorised to carry on.
4. To collaborate with foreign enterprises for acquiring or offering
technical know-how and/or financial accommodation for the purpose of
the business of the company and employ foreign technicians or experts
or advisers on a contract basis and to send out to foreign countries the
company's technicians, employees or directors for further training,
study, in the interest of the Company.
5. To enter into negotiation, collaboration, technical or otherwise with
any person, firm company, body corporate, institution or Government
for obtaining by grant, licence or on other terms and formulate and to
obtain expert advice for the sale and export of all types of items and
other products and goods which the Company is authorised to deal in.
6. To take over as going concern or otherwise acquire, to purchase, take
on lease or in exchange, hire or otherwise or acquire, any real or
personal property and any rights or privileges which the Company
may. think necessary or convenient for the purpose of its business
and to pay for the same by allotment of shares in The Cornoanv cash
or otherwise.
7. To acquire by purchase or otherwise to erect, build, construct,
improve, maintain, develop, alter, enlarge, pull down, replace work
or manage, any buildings, houses, shops, workshops, offices,
warehouses, showrooms, refreshment rooms and other conveniences
cottages, and any other buildings and for the comfort and
accommodation of working people and other works and conveniences
which may seem necessary and convenient for the purpose of the
business of the Company.
8. To open bank accounts of all nature including overdraft account
and to operate the same and to draw, make, accept, endorse, discount,
execute and issue promissory notes, bills of exchange, b i l l s of
lading, warrants, debentures and other negotiable or transferable
instruments and to deal with all documents mercantile or otherwise,
in the ordinary course of business.
9. To remunerate any person or company for services rendered or to
be rendered 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 in or about the
formation or promotion of the Company or the conduct of its
businesses.
10. To pay all costs, charges and expenses incurred or sustained in or
about the promotion and establishment of the Company or which
the Company shall consider being preliminary, including therein
the costs of advertising, commission for underwriting,
brokerage,printing and stationery and expenses attendant upon the
formation of agencies.
11. To insure with any person or company against losses, damages,
risks and liabilities of any kind which may affect the Company either
wholly or partially, and if thought fit, to effect any such insurance by
joining or becoming members of any mutual insurance, protection or
indemnity association, federation or society and to accept any
such, insurances, or any part thereof, for the account of the
Company.
12. To receive loan at interest or otherwise and to lend and
advance money with or without security to such person, firms,
association or companies and on such terms as may seem
expedient without doing banking business as defined in the
Banking Regulation Act, 1949 and subject to the provisions of
Section 58A of the Companies Act, 1956 and directives of the
Reserve Bank of India as may be issued from time to time.
13. To borrow or raise money other than public deposits by itself or
jointly with other at interest or otherwise in such manner as the
Company may think fit, and in particular by the issue of shares
debentures perpetual or otherwise including debentures convertible into
shares of this or any other company, or perpetual annuities and in
security of any such money so borrowed, raised or received, to
mortgage, pledge or charge the whole or any part of the property assets
or revenue of the Company present or future, including its uncalled capital
by special assignment or otherwise or to transfer or convey the same
absolutely or in trust and to give the lenders power of sale and other
powers as may seem expedient and to purchase redeem, or pay for any
such securities, subject to the provisions of Sec. 58-A of the
Companies Act, 1956 and Directives of R. B. I.
14. To guarantee the payment of money and performance of contract or
engagements entered into by any company or person and to secure
the payment of money and performance of any contracts or
engagements entered into by this Company and to discharge any debt
or other obligation or binding of any kind upon this Company by
mortgage or charge upon all or any part of the undertaking, property
and rights of the Company (either present or future or both) including
its uncalled capital or by the creation of issue of debentures, debenture-
stock or other securities or by any other means.
15. To purchase or otherwise acquire and undertake the whole or any
part of the business, rights and liabilities of any person, firm or
company, carrying on business which the Company is authorised to
carry on and to purchase, acquire, sell and deal in property, of
any such person, firm or company and to conduct, make or carry
into effect arrangements, in regard to the winding up of business of
any person, firm or Company, association or society.
16. To train or to pay for the training in India or abroad of any member
or any of the Company's Directors, employees or any other
candidates in the interest of or for the furtherance of the Company's
business.
17. To promote and form and to be interested in, and take, hold and
dispose of shares in other companies, to transfer to any such
company, any property of this Company, and to take or otherwise
acquire, hold and dispose of shares, debentures and other
securities in or of any such Company, and subsidise or otherwise
assist any such company.
18. To make pecuniary grants by way of donation, bonus, allowance,
provident fund, gratuity, guarantee or otherwise to or for the
benefit of persons who are or have been employed by the
Company.
19. To appoint attorneys for and on behalf of the Company and to
execute the necessary power to the said attorneys to act for and
in the name and on behalf of the Company and to revoke all or
any of such powers and appointments as may be deemed
expedient.
20. To employ or otherwise appoint technical experts, foremen and
skilled and unskilled labour for any or the purpose of the business
of the Company.
21. To apply for, promote, and obtain the registration or other
recognition of the Company, 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, for any Acts of
Parliament, Laws, decrees concessions, orders, rights or privileges
that may seem conducive to the Company's objects.
22. To accept gifts, bequests, devices, or donations of any moveable or
immovable property or any rights or interest therein from members
or others and to make gifts/donations to members or any national,
charitable, benevolent, public, or other institution, either in cash or
kind as may be decided by the Board of Directors from time to time,
subject to the provisions of the Companies Act, 1956.
23. To create any Depreciation, Reserve Fund, Sinking Fund, Insurance
Fund or any other Special Fund, whether for repairing, improving,
extending or maintaining any of the property of the Company or
for any purpose conducive to the interests of the Company.
24. To distribute any of the properties of the Company amongst the
members in specie or kind, subject to the provisions of the
Companies Act, 1956, in the event of the winding up of the
Company.
25. To provide for the welfare of the employees of the Company and
the wives, widows and families or the dependents of such persons,
by building or contributing to the building of houses, dwellings or
by grants or money pensions, providing insurance, allowances,
bonus or other payments or by creating and from time to time
subscribing or contributing to provident or other associations, funds
or trust and by providing or subscribing or contributing towards
places of instructions and recreation, hospitals and dispensaries,
medical attendance and other assistance as the Company shall think
fit and to subscribe or contribute or otherwise to assist or to
guarantee money to charitable, benevolent, religious, scientific,
national or other institutions, associations and objects which shall
have any moral or other claim to support or aid by the Company
either by reason of locality of operation or of public and general
utility or otherwise.
26. Subject to provisions of the Companies Act, 1956, to place to
reserve or to distribute as bonus shares among the members, or
otherwise to apply, as the Company may from time to time think fit,
any monies received by way of premium on shares or debentures
issued at a premium by the Company, and monies received in respect
of forfeited shares and monies arising from the sale by the Company of
forfeited shares.
27. To adopt such means of making known the business carried on by
the Company as may be deemed expedient, and in particular by
advertising in the press by circulars and slides or purchase or
exhibition of work of art and interest and publication of books and
periodicals and by granting prizes, awards and donations, or through
any sponsored program on the T.V. or through any suitable media as
may be decided by the Board of Directors from time to time.
28. To remunerate Directors, Managing Directors or other officers of the
Company out of or in proportion to the turnover or net profits of
the Company,
29. To sub-contract all or any of the contracts from time to time and
upon such terms and conditions as may be thought expedient.
30. To refer or agree to refer to arbitration, any claim, demand, dispute,
legal proceedings or any other questions, by or against the
Company or in which the Company is interested or concerned.
31. To enter into any contracts and make arrangements with any person
for furtherance of the business of the Company.
32. To employ experts to investigate and examine into the conditions,
prospects, value, charter and circumstances of any business,
undertakings and generally having similar business of the Company.
33. To aid pecuniary or otherwise, association, body or movement
having for an object, the solution, settlement or surmounting of
industrial or labour problems, disputes or troubles or the promotion of
industry, science, education, knowledge, art or trade.
34. To sell, lease, exchange, mortgage or otherwise dispose of the
property, assets or undertaking of the company or any part
thereof for such consideration as the Company may think fit and in
particular for shares whether fully or partly paid up, stocks,
debentures and other securities of any other company having objects
altogether or in part similar to those of the Company and to hold
and retain any shares, debentures or securities so acquired.
35. To accept payment for any property or rights sold or otherwise
disposed of or dealt with by the Company either In cash, by
instalments or otherwise or in fully or partly paid up shares of any
company or corporation with or without preferred or deferred
right in respect of dividend or repayment of capital or otherwise,
or in debentures, or other security of any company or corporation
partly in one mode and partly in another and generally in such terms
as the Company may adopt.
36. To amalgamate or to enter into partnership or into any
arrangement for sharing profits, union of interests, cooperation,
joint-venture, license, or reciprocal concession or for limiting
competition with any person or persons or company or companies
carrying on or engaged in, or about to carry on or engage in, or
being authorised to carry on or engage in any business or transaction
which the Company is authorised to carry on or engage in or which
can be carried on in conjunction therewith.
37. To appoint agents and establish agencies in connection with the
Company's object.
38. To procure information for as to the standing and responsibility
of parties with whom they propose to transact business.
39. To communicate with Chambers of Commerce and other mercantile
and public bodies throughout India and, in other parts of the world
and convert and promote measures for the protection and
advancement of trade and traders.
40. To invest any of the surplus money and funds of the Company from
time to time with Governments or in debentures or other securities for
money issued by or on behalf of any municipal body or of any
corporate body established in India a under the authority of any act
or legislature established in India or in shares or securities of public
and of private company in India in the shares of GO operative society
as may from time to time be determined by Directors or on the
mortgage of immovable properties whether freehold or leasehold or
of any other tenure or in fixed deposits or by way of loans on interest
in any of the local banks or with any firms companies or banks in
such other securities as may from time to time be determined by the
Directors and from time to time sell or vary all such investments and
to execute all assignments, receipts and documents that may be
necessary in that behalf.
41. To establish and maintain or procure the establishment and
maintenance of any contributory or non-contributory pension or
superannuation funds for the benefit of, and give or procure the
giving of donations, gratuities, pensions, allowances or emoluments
to any persons who are or were at any time in the employment or
service of the Company or who are or were at any time Directors or
officers of the Company or and the wives, widows, and also establish
and subsidise and subscribe to any institutions, associations, clubs
or funds calculated to be for the benefit of or to advance the
interest and well-being of the Company and make payments to or
towards the insurance of any such person as aforesaid, subject to the
provisions of Companies Act, 1956.
42. To provide, clean, comfortable and inexpensive sleeping
accommodation for workmen and others., and in connection
therewith to afford to such persons facilities and conveniences for
washing, bathing, cooking, reading, writing and finding employment
and for the purchase, sale and consumption of provisions both liquid
and solid.
43. To pay for or remunerate for any property or rights acquired or agree
to be acquired by the Company and to remunerate any person,
company or corporation and generally to satisfy any obligations of the
Company by cash payment or by the issue, allotment or transfer of
shares of this or any other Company credited as fully or partly paid up
debentures or other securities of this or any other company or for any
property leased to the Company or lease any property of the
Company.
44. To subscribe or otherwise to assist or to guarantee money to
charitable, benevolent, religious scientific, national and any other
institutions or public purposes and objects which shall have any
moral or by other claim to support or aid by the Company either by
reason of locality of operation or of public utility or otherwise
which in the opinion of the Board of Directors are likely to promote
the interests or the business of the Company or to further its
objects and or to any charitable and other funds whatsoever
whether or not directly relating to the business of the Company or
the welfare of its employees or for any exhibition.
45. To apply for, purchase or otherwise acquire and protect and renew any
patents, patent rights, inventions, trade-marks, designs, licences,
concessions, and the like, conferring any exclusive or non-exclusive
or limited right to their use or any secret or other information as to
any invention and to use, exercise, develop or grant licences in respect
of or" otherwise turn to account the property, rights/information so
acquired and to expend money in experimenting up on, testing or
improving any such patents, inventions or rights.
46. To incur debts and obligations for the conduct of the business of
the Company and to purchase or hire goods, materials or machinery
on credit or otherwise for the purpose of the business of the
Company.
47. To establish or promote or concur in establishing or promoting
any company having similar objects or firm for the purposes of
acquiring all or any of the property, rights, and liabilities of the
Company and to place or guarantee the placing of, underwrite,
subscribe for or otherwise acquire all or part of the shares,
debentures or other securities of any such other Company.
(B) OTHER OBJECTS
48. To carry on the business as builders and general construction
contractors and to develop, commercial, non-commercial; educational,
factory premises and other residential complexes, buildings, factory
premises and other immovable properties of any tenure.
49. To carry on the business of shipping, shipping agents, customs agents,
warehousemen, freight, transport and haulage contractors of passengers
and merchandise.
50. To carry on the business of hotel, restaurant and lodging house Keepers
and caterers for public amusement and entertainment of all kinds.
51. To carry on the business of investment company and to invest in and
acquire and hold and otherwise deal in shares and securities of all
types.
52. To carry on the business as manufacturers, processors, packers,
converters, importers, exporters and dealers in all kinds of packaging
materials made out of wood, rubber, leather, polymer and thermosetting
and thermoplastic materials including printing thereon.
53. To carry on the business as manufacturers, processors, formulators,
importers, exporters, and dealers in all types of dyes, dyestuffs and
pigments, colours and colouring matters, paints and varnishes, textile
auxiliaries and other articles.
54. To carry on the business of advertising and publicity, marketing and
propaganda agents and advertisers to manufacturers, traders and dealers
and promote the sale of their products and services through various
media.
55. To carry on the business as interior decorators and furnishers for
industry, trade, commerce and domestic requirements including air
conditioning and refrigeration and to render service or undertake
renovating the same.
56. To carry on the business of leasing, giving on hire purchase, lending
selling, re-selling or otherwise disposing of all forms of immovable and
movable properties and assets including all types of industrial, office
and other plant, equipment and
machinery of all types.
57. To carry on the business of financing or assist in financing or
advancing money by way of short term or long term loans and credits
of every description with or without security, enabling the persons to
acquire any movable or immovable properties or to purchase any
machinery or equipments for the purpose of the business or otherwise.
58. To carry on the business as merchants, traders, buying and selling
agents, importers) exporters and dealers in goods, produce, articles and
merchandise of .every description.
59. To carry on the business of manufacturers, exporters, importers and
dealers in all types of electronic devices, components, equipments and
appliances including Television, audio, video, broadcasting and
reception equipments used in and for audio and visual
communications.
60. To carry on the business of manufacturers, exporters, importers and
dealers in computers, hardware, software and other related equipments
or machineries and to act as consultants and provide technical know-how
advice or training in technology, system analysis and experiment.
IV. THE LIABILITY OF THE MEMBERS IS LIMITED.
IV. (a) The Authorised Share Capital of the, Company is Rs. l, 00,000/-
(Rupees One Lac only) divided into 1,000 (One Thousand) Equity
Shares of Rs.l00/- (Rupees Hundred only) each.
V. (b) The minimum Paid-up Capital of the Company shall be of Rs. 1,
00,000/-.
