INCORPORATED

UNDER THE COMPANIES ACT, 2013

(18 0F 2013)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF

“ABC AVIATION PRIVATE LIMITED”

i. The name of the company is “ABC AVIATION PRIVATE LIMITED”
ii. The registered office of the company will be situated in the Union Territory of
Delhi.
iii. The object for which the company is established are
(a) “The object to be pursued by the company on its incorporation are”: -
1. To manage and use safe air services to transport passengers, mail and cargo for
commercial and other kinds of aerial work within or outside India.
2. To acquire by lease, purchase or hire the aircraft, helicopter, hovercrafts, simulator or
other related machine parts and accessories for this purpose within or outside India.
3. To purchase, maintain, construct or repair, and generally keep in good condition
aircraft, helicopters, hovercrafts, simulators, workshops, gliders, airports, landing
grounds and terminal buildings within India. To acquire fabric parts necessary for
aircraft, helicopters, hovercrafts, simulators or other related machines.
4. To engage in the business of booking cargo and luggage for the general public and the
company’s clients with airlines or other types of carriers.
(b) “Matters which are necessary for furtherance of the objects specified in clause
3(a) are”: -
1. “To establish and operate offices, sub-offices, branches, and sub-branches in India or
any part of the world to conduct the company’s business or for the sale and
distribution of its products.”
2. “To hire selling, and buying agents, dealers and distributors in India or outside India
for the promotion of the company and its business.”
3. To suggest and implement strategies for publicizing the company’s business activities
and the products it manufactures or deals with.
4. To enter into an agreement or other arrangement with other firms, companies or
persons for such period for the benefit of the company.
5. To enter into an agreement or other arrangement with other firms, companies or
persons to carry out the company’s objective on its behalf.
6. To purchase, lease and manage the land or other movable or immovable property for
the commission of business of the company or any estate and any rights connected
with any such land, buildings or property.
7. To cover all costs of promotion, registration, negotiation and contracts as well as
issuance of the capital made for the establishment of the company including unwritten
brokerage fees and the arrangement made prior, for the establishment of the company.
8. To train and cover the cost of training the apprentice, workers, and labourers who are
employed or are likely to be employed or who are rendering services to the customer
or doing any activity which is for the benefit of the company operations, management
or administration including field research either in field or laboratories.
9. To raise, receive deposit or loan funds with interest from banks, corporations,
companies or any local bodies. This may include issuance of debentures or other
securities, including those convertibles into shares of this or any other company. To
secure such funds company may mortgage, or pledge any part of its property or assets
whether present or future including its uncalled capital. The company may also
convey or transfer these assets in their entirety, grant to the lenders of such assets
powers of sale and other authorities as deemed necessary, and purchase, redeem or
pay-off any securities as may be required.
10. “Pursuant to the provisions of the above-mentioned Banking Regulation Act, 1949, to
make, accept, endorse, discount, and negotiate promissory notes, hundis, bills of
exchange and other negotiable instruments connected with the business of the
company.”
11. To advance money to any persons on such terms as shall be deemed expedient by the
Company to members of the Company’s staff, to the Company’s customers, or any
persons having transactions with the Company, and to enter into guarantees for the
due performance of any contracts by any such persons. However, the company will
not undertake banking business as defined in the Banking Regulation Act of 1949.
12. “To give sureties for the payment of money or for the performance of any obligation
or undertaking and for paying or securing the receipt of option money or otherwise in
connection with the obtaining of contracts for the business of the company.
13. To secure or obtain any interest, directly or indirectly, in or under any individual,
corporation, firm or company which shall be hereby authorized to engage in any
business or transaction which the company is now or may hereafter be authorized to
transact or carry on, or any other business which in the opinion of the directors may
be advantageously conducted in connection with or in relation to the business so
authorized with the holders of shares of any other It may also discount, take,
purchase, hold or transfer or sell or reissue, any security of such person, firm or
company and may pledge or otherwise deal in or in relation to any security and may
guarantee, give or provide securities for any obligation of any person, firm or
company
14. To create reserve funds, insurance funds or any funds for the purpose of repairing,
improving, extending or maintaining the company’s property or any other interests.
15. To acquire, construct, and maintain factories, metal plants and buildings for carrying
out any of the company’s objectives. This involves buying, producing or providing
plant machineries, tools and other articles required therein. This may also include any
manufacturing or business undertaking as principals or agents which may be
conveniently carried out in the property of the company in fulfilment of its objectives.
16. To distribute the company properties among its members equally in its original form
upon the winding up of the company.
17. The promote, hold, and dispose of shares in any subsidiary or other companies related
to the company’s objective. The company may also provide financial support or other
assistance to them by acquiring, holding, and disposing of shares, debentures, and
other securities in these companies.
18. The company may make donations to trust or charity whether public or private for
charitable or other useful purposes subject to the provision of the Companies Act,
2013.
19. The company may establish institutions, pensions, loans, provident or other related
funds for the benefit of the employees and their families. The company may also grant
pensions, or other financial assistance to the employees or ex-employees or their
families.
20. To appoint incorporators or to obtain official authority to do business in any “country,
state or place”, and for the formation and control of “agencies” for the propagation of
the business of the company. It may apply or join in the application “to any
Parliament”, Government, local, municipal or other authorities of any foreign state for
 any Acts of Parliament, laws, decrees, concessions, orders rights or privileges which
may be advantageous to the company.
21. To enhance, oversee, labour, cultivate, rent, mortgage, give over, or otherwise deal
“

with any portion of the company's assets, rights, and concessions.”

22. To pay for any properties or rights acquired by the company through shares,
combination of shares and cash or exchanging the stocks of the company. To sell or
dispose of the company’s business or any part of it which the company may seem
appropriate including shares, debentures, or securities of another acquired company.
23. “To amalgamate with any other company which have wholly or partially similar
objectives.”
24. To secure the trademark and patent of the company property within India and allow its
usage on a royalty basis within India.
25. To collaborate with foreign firms, and companies for the purpose of manufacturing,
and distribution of the above-mentioned activities including the products, skills and
machinery required for the benefit of the company.
26. To use, enter into possession of, or in any manner dealing with the company’s
property, lands, buildings, and rights in such a way as the company may think best or
most advantageous by reference to the company and its members. It may involve –
clearing and marking out of land, planting, making of buildings, erecting fences,
improvement, cultivation and stock-rearing, encouraging immigration and acquisition
of land for the purpose of forming towns, villages or other settlements.
27. To acquire any land and buildings wherever situate to buy, take on lease, exchange or
in any other manner to take any land and buildings together with any estates, interests
and rights therein appurtenant to such land and buildings in India or elsewhere.
28. To create, expand, administer, operate, and manage water, gas, reservoirs, roads,
“ ”

electric, gas, heat and light supply, telephone systems, hotels, clubs, restaurants, baths,
places of worship, places of entertainment, amusement parks, gardens, reading rooms,
stores, shops, dairies and every other necessary convenience to achieve the company’s
aims and objectives and the company may engage in or support the building,
construction, maintenance, establishment, operation or management of such facilities
for business purposes.
29. To acquire concessions, grants, decrees, rights, powers, or privileges that the company
believe can be utilized or to contribute to achieving the company’s objectives from
any government, public bodies, individuals or authorities.
30. To obtain Acts of Parliament, Charters, privileges, concessions, licenses or authorities
from any Government, state or municipal authority, and also for provisional orders
and licenses in like manner from such bodies as may be necessary to accomplish the
objects aforesaid, to acquire supplementary powers, and make corresponding changes
in its charter, or for any other object that may appear desirable. The company may
also resist any proceedings or applications believed to be adverse to the company’s
interests.
31. To acquire any estates, lands or hereditaments, or any movables or personals, or
things in action or copyrights or trademarks which the company may think convenient
business which company has to carry on including buying, leasing, building,
repairing, renovating or otherwise providing any building which is requisite or
valuable for the establishment of the company.
32. To grant or facilitate the provision of money or funding or otherwise secure its
payment under contract, undertaking by people/legal entities – primarily the
company’s clients or partners with whom it is briefed or plans to do business.
33. To negotiate for any person or company as an agent or broker or as a trustee and to
enter into and execute contracts for subcontracting work. It may appoint others to act
on its behalf as its own clients, contractors, nominees or otherwise, direct or
indirectly, alone or jointly with others, and by any legally acceptable means and in
any part of the world.
34. To convey any real or personal property, rights or interests which may be lawfully
transferred, any assets belonging to company with any party or other company for the
benefit of or in the interest of the company and may do so with or without the creation
of a declared trust in favour of the company
35. To execute any other act or activity ancillary to the foregoing main objective, or
which may conveniently be performed in connection with the main objective set forth
above, or which will in any way aid in the preservation or increase in value, or make
profit or saleable, any of the company’s business/property.
(c) Other Objectives

1. To construct and manage the airports and related facilities as the necessity arises to
operate business of a travel.
2. Use aircraft as a secure transport for individuals at high risk and as defence objects, if
entrusted by the government matters pertaining to national security, while following
the law of the land to fight against terrorism and inhumane acts.
3. To use aircraft as emergency medical facilities for various medical needs, including
child care, cardiovascular, and neurophysiological services, and to transport patients
in need of medical assistance to save human lives.
4. For entering in agreements for technical and other types of cooperation or joint
ventures with individuals or companies of foreign states for the achievement of the
company’s objectives, and for the reimbursement of preliminary expenses from the
company’s funds. For the construction and operation of airports, aerodromes or
airstrips when required and for the development of ancillary facilities. To provide
guided and transportation services to execute tours to historical sites, tourist
destinations or other areas of interest and/ or provide airport transfers when required
as well as to engage in the agency business of arranging for travel.
5. To aerial application of chemicals, pesticides, insecticides or aerial undertaking aimed
at controlling pests and diseases affecting agricultural crops, horticultural plantations
and forest produce or in order to increase production of agricultural products. For
employing personnel for providing air transportation and/or agro-aviation services, or
for entering into agreements with individuals, companies, firms, corporations, or
institutions to offer such services on their behalf or in partnership with them.
6. To offer training in flying, engineering and other phases of aviation from the basic
level and to offer instruction to individuals in aviation, including agricultural aviation
by use of aircraft, hovercraft, helicopters, airships, flying simulators and other devices
and apparatus.
7. To deal in raw materials and any substances used for the manufacture the products
that is company is authorized to produce which includes buying, selling, importing
and, exporting. The company may deal in any of the by-products of the manufacturing
process of the products that is company is authorized to make.
8. To pay premiums, if any, as well as any cost incurred in purchasing rights or property
for the business, and to recompense any person or company and for the issue in cash
or by the allotment of fully paid shares, debentures or other securities of the company
to any person or company
iv. “The liability of the members is limited and this liability is limited to not exceeding twice
the amount unpaid, if any, on the shares held by them.
v. The share capital of the company is 10,00,00,000 /- rupees, divided into 1,00,00,000
shares of 10 /- rupees each.
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.”

Names, addresses, No. of shares Signature of Signature, names, addresses,

descriptions and taken by each Subscriber descriptions and
occupations of subscribers subscriber occupations of witnesses
Sd/- 40,000
ABC Kumar, (Forty Thousand
S/o Rajesh Kumar Pandey, only)
R/o. Ashok Nagar, Kankarbagh,
Patna- 800020.

Occ: Business Sd/-

Rohan Mishra, 30,000 Rajesh Kumar Pandey

S/o Anand Mishra, (Thirty Thousand S/o Haridwar Pandey,

R/o. Sanjay Nagar, only) R/o. Ashok Nagar, Kankarbagh,

Kankarbagh, Patna- 800020. Patna- 800020.

Occ: CEO Occ: Business

Manas Kumar, 10,000

S/o Rajesh Kumar Pandey, (Ten Thousand
R/o. Ashok Nagar, Kankarbagh, only)
Patna- 800020.

Occ: IAS Officer

Shreyas Kumar, 20,000

S/o Rajesh Kumar Pandey, (Twenty Thousand
R/o. Ashok Nagar, Kankarbagh, only)
Patna- 800020
 Occ: Teacher

Anand Kashyap, 5,000

S/o Brijesh Kashyap, (Five Thousand
R/o. Kurji Road, Kurji, Patna- only)
800010

Occ: Business

Total Shares taken: 1,15,000 (One Lakh Fifteen Thousand Only)

Dated: 15/05/2024 the day of Wednesday