MEMORANDUM OF ASSOCIATION [MOA]
OF
Private Limited
Company Limited by Shares
Indian Non-Government Company
Having share capital
Incorporated under THE COMPANIES
ACT, 2013
(NO. 18 OF 2013)
1st The name of the company is ‘‘ PRIVATE LIMITED’’.
2nd The registered office of the company will be situated in
the State of Madhya Pradesh.
3rd (a) The objects to be pursued by the company on its
incorporation are:—
1.
To
plant, grow, cultivate, produce, and raise plantations of various forest
species of proven utility and other agricultural, plantation, horticultural
crops, medicinal and aromatic plants and to buy, sell, export, import, process,
distribute, supply or otherwise deal with all kinds of forest crops, natural
products, agricultural, plantation and horticultural crops, medicinal and
aromatic plants.
(b) Matters which are
necessary for furtherance of the objects specified in clause 3(a) are:—
1.
To
enter into agreements, franchise agreement and contracts with Indian or Foreign
individuals, firms or companies for technical, financial or other assistance or
collaboration for carrying on all or any of the objects of the Company.
2.
To
apply for, purchase or otherwise acquire any trademarks, copy rights, patents,
licenses, concessions and the like, concerning any exclusive or non-exclusive
or limited rights of any kind which may appear to be necessary or convenient
for the business of the Company and to purchase or otherwise acquire any
information as to any invention which may seem capable of being used for any of
the purposes of the Company.
3.
To
acquire and take over the whole or any part of the Business, Goodwill, Property
and Liabilities of any person or persons, Firm, Corporation or Undertaking,
either existing or new engaged in any Business which the Company is authorized
to carry on and to pay for the same either in cash or in shares or partly in
cash and partly in shares.
4.
To
amalgamate, enter into partnership or make any arrangements for sharing
profits, co-operation, joint venture or reciprocal concession, with any
individual person or Company carrying on or engaged in or about to carry on
with similar or identical objects.
5.
To
sell, lease or otherwise dispose of the undertaking of the Company or any part
thereof as the Company may deem fit.
6.
To
purchase, take on lease or in exchange, hire, construct or otherwise acquire
any movable or immovable properties or any rights or privileges, which the
Company may think necessary or convenient for the purpose of its business.
7.
To
subscribe or contribute or otherwise to assist or to grant money to charitable,
benevolent, religious, scientific, national, public or any other useful
institutions, objects or purposes or for any exhibition.
8.
To
pay out of the Company’s funds the costs and expenses incurred in connection
with all matters preliminary and incidental to the formation, promotion and
incorporation of this Company and the costs and expenses incurred in connection
with all matters preliminary and incidental to the formation and incorporation
of any Company which may be promoted by this Company and to remunerate any
person, firm or Company for services rendered in the promotion of the Company
or the conduct of its business.
9.
To
provide for the welfare of the employees (including Directors) or ex-employees
of the Com-pany and wives and families or the dependents or relations of such
persons by building or contributing to the building of houses, dwellings or
quarters or by grant of money, gratuities, pensions, allowances, incentives
bonus or any other payments or by creating and subscribing or contributing to
provident and other funds, associations, institutions, profit sharing or other
schemes or trusts and by providing or subscribing or contributing towards
places of instructions and recreations, hospitals and dispensaries and medical
assistance.
10. To invest any money of the Company,
not for the time being required, for any of the purposes of the Company in such
investments as may be thought proper and to hold, sell or otherwise deal with
such investments subject to the provisions of the Companies Act, 2013 or any
other applicable Act(s), Rule(s) and Regulation(s) etc.
11. To open account or accounts with any
bank or banks in the name of the Company and to operate upon the same.
12. To create any depreciation fund,
sinking fund, insurance fund, reserve fund or any special or other funds,
whether for depreciation or for repairing, improving, extending or maintaining
of any of the property of the Company or for any purposes, whatsoever to the
interests of the Company.
13. To make, draw, accept, endorse,
execute, discount, negotiate and issue cheques, promissory notes, hundies,
bills of exchange, bills of lading, railway receipts, debentures and other
negotiable or transferable instruments subject to the Banking Regulation Act,
1949.
14. To employ or pay experts, foreign
consultants, management consultants and others in connection with the
prospecting, acquiring, planning, execution, development, delivery and maintenance,
training, and consulting, of all or any part of the business which the Company
is entitled to carry on.
15. To promote any other Company or
companies for the purpose of acquiring all or any of the property of the
Company or advancing directly or indirectly the objects or interests thereof
and to take or otherwise acquire and hold shares in any such Company or
companies.
16. To appoint agent, franchise of the
Company subject to the provisions of Companies Act, 2013 or any other
applicable Act(s), Rule(s) and Regulation(s) etc.
17. To distribute among members in specie
or otherwise any property or assets of the Company and particularly the shares,
debentures or other securities of any other Company including the Company
formed to take over the whole or any part of the assets of this Company,
subject to provisions of the Companies Act, 2013 or any other applicable
Act(s), Rule(s) and Regulation(s) etc.
18. To borrow or raise moneys, from
commercial banks/financial institutions and/or other companies, or to receive
it on deposit at interest or otherwise, and to secure the payment of such money
in such manner as the Company may think fit and in particular by the issue of
debentures or debenture stock, perpetual or otherwise, stocks, bonds,
obligations, notes and securities of all kinds, to mortgage, pledge, guarantee,
hypothecate or charge the whole or any part of the property, assets or revenue
of the Company present or future, including its uncalled paid capital, by
special assignment or otherwise, or to transfer or convert the same absolutely
or any interest therein and to give the lenders power of sale and other powers
as may seem expedient and to purchase, redeem or pay off such securities
provided, the Company shall not carry on banking business as defined in the
Banking Regulation Act, 1949.
19.
To
advance, deposit or lend with or without security money, securities, assets and
property to or with such person, companies or corporations and on such terms as
may seem expedient, to negotiate loans, to discount, buy, sell and deal in
bills, notes, warrants, coupons and other negotiable or transferable security
or documents.
20. To enter into any arrangements with
the Government of India or with any states, with any authorities, municipal,
local or otherwise or with any other persons, that may seem conducive to the
Company’s objects or any other and to apply for and obtain and to purchase or
otherwise acquire from any such Government, State, authorities or persons, any
rights, powers, privileges, decrees, licenses, sanctions, grants and concessions
whatsoever (whether statutory or otherwise) which the Company may think it
desirable to obtain and acquire and to carryout exercise and comply with any
such arrangements, rights, powers, privileges, licenses, decrees, sanctions,
grants and concessions.
21. To grant licenses or concessions over
or in respect of any property or rights of the Company.
22. To accept any payment for any
property or rights sold or otherwise disposed off or dealt with by the Company
either in cash, by installments or otherwise or in fully or partly paid-up
shares of any Company or corporation with or without preferred or deferred
rights in respect of dividend or repayment of capital or otherwise or in
debentures, debenture stocks or other securities of any Company or corporation
or partly in one mode and partly in other and generally on such terms as the
Company may adopt.
23. To institute, conduct and defend all
actions and legal proceedings, against the Company and its officers and to
refer any claim or demand by or against the Company and its officers to
arbitration and to perform or challenge the awards if necessary.
24. To insure the whole or any part of
the Company, either fully or partially, to protect and indemnify the Company
from liability or loss in any respect , either fully or partially and also to
insure and to protect and indemnify any part or portion thereof, either on
mutual principle or otherwise.
25. To exercise all or any of its
corporate powers, rights and privileges and to conduct its business in all or
any of its branches in India and in any or all states, territories, possessions
and dependencies thereof and in any or all foreign countries, and for this
purpose to have and maintain and to discontinue such number of offices and
agencies therein as may be convenient.
26. To do all and everything necessary
suitable or proper for the accomplishment of any of the purposes or the
attainment of any of the objects or the furtherance of any of the powers
hereinbefore set forth, either alone or in association with other corporate bodies,
firms, or individuals, and to do every other act or acts, thing or things,
incidental or appurtenant to, or growing out of, connected with the aforesaid
business or powers, or any, parts thereof, pro-vided the same be not
inconsistent of the Union of India.
4th The liability of the member(s) is
limited and this liability is limited to the amount unpaid, if any, on the
shares held by them.
5th The share capital of the company is
Rs. 1,00,000/- (One Lakh rupees), divided into 10,000 (Ten Thousand) shares of
Rs. 10/- (Ten Rupees) each, with power to increase, modify and reduce the Capital
of the Company and to divide the shares in the capital for the time being into
several classes and to attach thereto respectively such preferential, deferred,
qualified, or special rights, privileges or conditions as may determined under
the provisions of the Companies Act 2013 or any other applicable Act(s),
Rule(s) and Regulation(s) etc.
6th 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 opposite to our
respective names.
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Sl. No.
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Name, Description Occupation and address of
each Subscriber
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No. of Equity Shares taken by each Subscriber
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Signature of Subscribers
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Name,
address, Description occupation and
Signature of witness or witnesses
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Witness Statement:
“I witness to subscriber/subscriber(s), who
has/have subscribed and signed in my presence (date and place to be given);
further I have verified his or their Identity Details (ID) for their
identification and satisfied myself of his/her/their identification particulars
as filled in”
Name of the Witness:
Signature of the Witness:
Place
: Dated
this th day of 2014
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