THE COMPANIES ACT, 2013
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
MUFIN GREEN FINANCE LIMITED
I. The name of the Company is MUFIN GREEN FINANCE LIMITED
II. The Registered Office of the Company will be situated in the state of Rajasthan.
III. The objects for which the Company is established are follows
(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS
INCORPORATION ARE:
1. To carry on the business of investment company and to invest in and acquire,
hold or otherwise, dispose of exchange, transfer or alienate any share, stocks,
debentures, debenture stock, bonds, obligation and securities issued or
guaranteed by any company constituted or carrying on business in India or
elsewhere and debentures, debenture Stock, bonds, obligations and securities
issued or guaranteed by any government, State dominion, Sovereign rules,
commissioner, public body or authority supreme, municipal local or
otherwise where in India or elsewhere.
2. To carry on the business of financing and advancing short term and long term
loans and credits of any type including business loans, loan against property,
housing finance, home loans, personal loans, loan against Diamond jewellery,
Diamonds or other precious or semi‐precious jewellery or stones etc., loan
against Gold jewellery, Gold ornaments, Gold/silverware articles, precious
watches, art & artifacts, paintings and similar items to individuals, firms,
companies or association of individuals by whatever name called and either
on securities such as lands, building or part thereof, machinery, gold, plants,
chattels, vehicles, shares, debentures, government securities, stock certificates,
life insurance policies and unit stock‐in‐trade or on guarantee or without
securities.
3. To lend and advance money of all kinds or give credit on any terms or mode
and with or without security to any individual, firm, body corporate or any
other entity (including, without prejudice to the generality of the foregoing,
any holding company, subsidiary or fellow subsidiary of , or any other
company whether or not associated in any way with, the company), bill
discounting & to enter into guarantees, contracts of indemnity and suretyship
of all kinds, and to secure or guarantee in any manner and upon any terms the
payment of any sum of money or the performance of any obligation by any
person, firm or company (Including without prejudice to the generality of the
foregoing any holding company, subsidiary or fellow subsidiary of , or any
other company associated in any way with the company).
4. To carry on the business of financing the hire purchase transactions, in all its
branches in respect of motor vehicles, motor cycles, cycles, agricultural
machinery, aeroplanes, launches, boat, mechanical or otherwise, appliances,
refrigerator, furniture wooden or metallic, household equipments and all
classes of plant and Machinery, Construction equipment, Materials Handling
equipment.
5. *To undertake and carry on the business of all types of lease financing activities
of movable properties, assets, goods, articles (including Plants, Machinery,
Vehicles, E-Vehicles, Ships, Vessels, Air-crafts, Apparatuses and Computers)
whether required for personal, commercial, industrial or business use or for any
purpose whatsoever.
6. **To carry on and undertake the business of financing, leasing, hire purchase
and lease operations of all kinds. Purchasing, selling, hiring or letting on hire or
financing deferred payments or to purchase or otherwise deal in all forms of
immovable properties including lands, buildings, offices, show-rooms, shops,
factories, godowns or real estates, all kinds of plant and machinery and
equipment including tools, dies, moulds, appliances. Implements, instruments
or apparatus, installations and fittings for domestic, industrial, commercial,
trading, office or agricultural use, all kinds of vehicles whether moved,
propelled or driven by motor, steam, oil, petrol, electricity or any mechanical
means or power or other device and accessories of all vehicles, all types of
furniture, fixtures and fittings including air-conditioners, refrigerators,
televisions, video tape recorders and all other things or whatsoever nature or
description capable of being uses therewith or in the manufacture, maintenance
and working thereof.
Provided that the Company shall not commence above business without
obtaining the certificate of registration from Reserve Bank of India as per
provisions of Reserve Bank of India Act, 1934.
(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE
OBJECTS SPECIFIED IN CLAUSE-III (A) ARE:-:
1. To apply for, obtain, purchase or otherwise acquire and project, prolong and renew any
designs, patterns, copyrights, trademarks, licenses, concession, patents, patent right,
inventions, technology, software, hardware, processes, secrets, scientific or technical or
other assistance, know-how and other information, and the like rights or benefits or
rights of use thereof, which may seem capable of being used for or in connection with
any of the objects of the Company or the acquisition or use of which may seem calculated
directly or indirectly to benefit the Company on payment of any fee, royalty or any other
consideration and to use, exercise or develop the same and manufacture under grant of
license in respect thereof or otherwise deal with the same.
2. To undertake any and all kinds of internet/ web-based activities and transactions, and to
carry on the business of collecting, collating, storing, devising software programs and
systems.
3. To acquire by way of lease, sublease, gift, purchase, exchange, hire or in any manner; any
movable or immovable properties and any rights or privileges necessary or convenient for
the purposes of the Company and to construct, erect, alter, improve and maintain any
building and to construct, improve, alter, demolish or repair buildings and to manage,
develop, sell, let, dispose off, mortgage, gift or otherwise deal with a view to achieve the
objects of the company in accordance with law.
4. To buy, import, export and/ or otherwise deal in all equipments, products, materials that
are capable of being used in any business that the Company is competent to carry on.
5. To enter into any arrangement with any Government or Authority whether, municipal,
local or otherwise or any person, that may seem conducive to the company’s objects or
any of them, and to obtain from any such Government or authority any rights, privileges
and concessions which the Company may think desirable to obtain and to carry out,
exercise and comply with any such arrangement, rights, privileges and concessions.
6. To negotiate and enter into agreements and contracts with local and foreign individuals,
partnerships, governments, institutes, companies, corporations and other organizations
for technical, financial or any other assistance for the purpose of activating research and
development on the basis of know-how, financial participation or technical collaboration
and acquire necessary formulae, patent rights, for furthering the objects of the Company.
7. To procure the registration, incorporation or recognition of the Company under the laws
or regulations in any country or place in any part of the world, to do all acts necessary to
carry out on any business or activity of the Company in any foreign country and to pay
out of the funds of the Company all lawful expenses for such promotion, formation,
incorporation and registration of the Company or the issue of the capital, including
brokerage and commission for obtaining applications for or taking placing, underwriting
or procuring the underwriting of shares, debentures or other securities of the Company.
8. To enter into partnership or any arrangement for profit sharing, union of interest,
exchange of shares, joint ventures, reciprocal concessions or co-operations with any
person or company carrying on or engaged in or about to carry on or engaged in, any
business or transaction which the company is authorized to carry on or engage in or any
business or transaction capable of benefiting the Company and to subsidize, assist, co-
operate or enter into any agreement whatsoever with any such person, partnership,
government, institute or company.
9. To amalgamate with any other company having all or any of its objects similar to the
objects of the Company in any manner, whatsoever, whether with or without liquidation
of the Company.
10. To establish, for any of the objects of the Company branches or to establish any firm or
firms or promote any company or companies in or outside India as the Company may
think fit.
11. To undertake research work and to spend money on experimenting and testing and in
improving or seeking to improve and giving publicity to the business, services and
products of the Company and its constituents and associates and popularize brands in
Indian and foreign markets by means of press advertisement, pamphlets, hand bills,
sponsored radio and television programs or by publication of books periodicals and
magazines, by purchase and exhibition of works of art, by granting rewards, prizes and
donations by any other suitable means and by placing in the market any products which
the Company may propose to manufacture or to distribute any patent, invention, process,
information or right, which the company may acquire on lease or propose to acquire.
12. To pay either in cash or by allotment of shares or otherwise as the Company deems fit,
all costs, charges and expenses incurred or sustained in or about the promotion and
establishment of the Company in India or outside India which the Company shall
consider to be in the nature of preliminary expenses.
13. To adopt and carry into effect, with or without modification, all or any of the
arrangements made for the purpose of achieving any of the company's objects mentioned
in clause III (A) hereof.
14. To purchase, take on lease or otherwise acquire for the purpose of the Company estates,
lands, buildings, easements or other interests in real estate, and to sell, let on lease or
otherwise dispose of or grant rights over any real property belonging to the Company.
15. To purchase, take on lease or otherwise acquire, erect, maintain, reconstruct and adopt
offices, workshops, conventional halls, rooms, buildings and other things found
necessary or convenient for the purposes of the Company.
16. To purchase or otherwise acquire all or any part of the business, properties and liabilities
of any company, society, partnership or person, formed for all or any part of the purpose
within the objects of this company and to conduct and carry on, or liquidate and wind up
any such business.
17. To acquire shares, stocks or securities in any company, or undertaking the acquisition of
which may seem calculated directly or indirectly to promote or advance the interest be
advantageous or beneficial to the Company, and to sell or dispose of, or transfer any
such shares, stocks or securities.
18. To form and incorporate or promote any other company or companies for the purpose
of taking over all or any of the properties, rights and liabilities of the company, or for any
other purpose which may seem directly or indirectly calculated to benefit the Company.
19. To open bank accounts of all kinds including overdrafts and to draw, make, accept,
endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory
notes, bills of lading, warrants and other negotiable or transferable instruments of
securities.
20. To transfer, sell or otherwise dispose of all or any of the business, properties and
undertakings of the company for any consideration which the company may deem fit to
accept.
21. To do all or any of the Main Objects in any part of the world, and either as principals,
agents, contractors, sub-contractors, trustees carriers, brokers, underwriters, insurers,
factors or otherwise, and either alone or in conjunction with any other person, firm
association corporate body institution, authority, municipality, province, state or
government or others.
22. To establish agencies and to regulate and discontinue the same and to pay such
remuneration to agents as the company shall determine.
23. To open, maintain and close branches and depots.
24. To borrow, raise, secure, invite, promote, undertake and accept the payment of money as
deposit, loan or advance with or without interest, secured or unsecured, conditional or
unconditional or in such other manner as the directors may, in their absolute discretion,
deem fit, and in particular, by the issue of debentures or debenture stocks perpetual or
otherwise, including debentures or debenture stocks convertible into shares of or
perpetual annuities and as security for any such money so borrowed, raised or received
or of any such debentures, or debentures stock so issued to mortgage, pledge or charge
the whole or any part of the property, assets, or revenue and profits of the Company,
present or future, including its uncalled capital by special assignment or otherwise, and to
purchase, redeem, or pay off any such securities, provided, the Company shall not carry
on Banking business as defined by the Banking Regulation Act, 1949.
25. To advance money or give credit to such persons or companies and on such terms as
may be considered expedient provided that the Company shall not do any Banking
Business within the meaning of Banking Regulation Act, 1949.
26. To give any guarantee in relation to the payment of any debentures, debenture stock,
bonds, obligations of any securities and to guarantee the payment of interest thereon or
of dividends on any stock or shares in any company and generally to guarantee or
become sureties for the performance of any contract, debt or obligation of any person,
firm, authority or company, connected with the company’s business.
27. To borrow, raise or secure the payment of money for the purpose of the company in
such manner as the company shall think fit and in particular by the issue of debentures
or debenture stock, perpetual or otherwise, charged upon all or any of the company’s
property, both present and future, including its uncalled capital and to purchase, redeem
or pay off such securities and to mortgage, pledge or charge the undertaking and all or
any of the real and personal property, present and future.
28. Subject to the Banking Regulations Act, 1949 to draw, make, accept, endorse, discount,
execute, and issue bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments or securities and to open
bank accounts, current overdraft or saving account and to operate the same.
29. To send out to foreign countries, its Directors, Employees or any other person or
persons for investigating possibilities of any business or trade or for procuring and
buying any machinery or establishing trade connections or in promoting the interest of
the company and to pay all expenses incurred in this connection.
30. To appoint officers, staff, trainees and other types of personnel for the company and to
dispense with their services and to carry out or cause to be carried out all functions
necessary to implement the objects of the company.
31. To employ local or foreign technicians or experts or advisers on a contract basis or
otherwise and to loan on suitable terms the Company’s technicians, advisers, experts and
other parties for carrying out all or any of the objects of the Company and to send out to
and receive from foreign countries technicians, advisors, equipment, software, hardware,
etc. for the purpose of the business of the Company and to send out the Company’s
employees to foreign countries for training, study, business and for all other matters in
the Company’s interest.
32. 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 or the conduct of its
business.
33. To accept and to make gifts in property movable and immovable and to aid peculiarly or
otherwise any association, body or movement having for an object the solution,
settlement or surmounting of industrial or labour problems or troubles or the promotion
of industry or trade.
34. To sell, lease, exchange, or otherwise deal with the undertakings and all or any of the
property, assets, rights and effect all or any of the part thereof for such consideration as
the company may think fit, subject to the provisions of the Companies Act, 2013, or any
other law for the time being in force.
35. To distribute among the members in specie any property of the company or any
proceeds of sale or disposal of any property of the company in the event of winding up
but so that no distribution amounting to a reduction of capital be made except with the
sanction of courts, if any, for the time being as required by law.
36. To grant pensions, allowances, gratuities and bonuses to existing or former employees
and officers (including directors) of the company or their dependents or connections and
to make payments towards insurance for any such person and to establish joint and
support trusts, funds or schemes, whether contributory, with a view to provide pensions
or allowances for such persons or to make contributions to other associations,
institutions, trusts, funds, schemes, clubs or conveniences calculated to benefit such
persons.
37. To compensate for the loss of office of any Managing Director or other officers of the
Company within the limitations prescribed under the Companies Act, 2013 or other
statue or rule having the force of law and to make payments of any other person whose
office of employment or duties may be determined by virtue of any transaction in which
the Company is engaged.
38. To make donations to such persons or institutions and in such cases 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 dealings with the
company or the dependents, relatives or connections of such persons, and in particular
friends or other benefit societies and to grant pensions, allowances, gratuities, bonus,
either by way of annual payments or a lump sum, and to make payments towards
insurance and to form and contribute to provident and benefit funds, to or for such
persons.
39. To apply for and obtain any Act of Parliament, charter, government state or Municipality
or provisional order, or license of any authority for enabling the company to carry out its
objects into effect or for extending any of the powers of the company or for any other
purpose which may seem expedient and to make representations against any proceedings
or applications which may seem to prejudice, directly or indirectly, the invest of the
company.
40. To agree, to refer, to arbitrate and to refer to arbitration any dispute, present or future,
between the company and any other company, firm or individual and to submit the same
to arbitration in India or abroad either in accordance with Indian or any foreign system
of law.
41. To establish or support or aid in the establishment of associations, institutions, funds,
trusts, and conveniences for the benefit of past and present employees or Directors of
the Company or the dependents of such persons and to grant pensions and allowances to
make payments towards insurance, to subscribe or guarantee money for charitable or
benevolent objects or useful objects for general public.
42. To promote any other company or companies for the purpose of acquiring or taking
over all or any of the property, rights, and the liabilities of the company or for any other
purpose which may directly or indirectly affect benefit the company.
43. To create any reserve fund, sinking fund, insurance fund, depreciation fund or any other
special funds whether for repairing, improving, guaranteeing research, extending or
maintaining any of the property of the company or for any other purpose conducive to
the interest of the company.
44. Subject to the provisions contained in the Companies Act, 2013 to distribute as dividend
or bonus among the members or to place to reserve or otherwise apply as the company
may from time to time think fit any money received by way of premium on shares or
debentures issued at a premium and any money received in respect of dividends accrued
on forfeited shares.
45. To apply for, promote and obtain any order, regulation, statute, legislative enactment or
other authorization or enactment which directly or indirectly benefits the Company.
46. To arrange for risks of all kinds likely to affect the company to be covered by insurance.
47. To insure the whole or any part of the property of the Company, wither fully or partially,
to protect and indemnify the Company from liability or loss in any respect wither fully or
partially, and also to insure and protect and indemnify and part of portion thereof, either
on mutual principle or otherwise.
48. To do in any part of the world all or any of the matters hereby authorized either alone or
jointly, whether as factors, trustees or agents.
49. To take part in the management supervision and control of the business or operations of
the Company or institution or undertaking.
50. To establish competition in respect to contributors or information suitable for insertion
in any publication otherwise for any of the purposes of the Company, and to offer and
grant prizes rewards and premiums of such a character and on such terms as may seem
expedient.
51. To do all such other things as are incidental or conducive to the attainment of the above
objects or any of them.
IV. The Liability of members 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 Rs. 7,00,00,000/- (Rupees Seven
Crore only) divided into 7,00,00,000 (Seven Crore Only) Equity shares of Rs. 1/-
(Rupees One) each.
* Inserted vide special resolution passed through postal ballot dated 11th July, 2022
** Inserted vide special resolution passed through postal ballot dated 22nd March, 2023
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