MOA OF COMPUTER BUSINESS

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shamim (Querist)
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29 January 2011 CAN ANYBODY SEND ME DRAFT OF MOA OF COMPUTER BUSINESS, PRIVATE LIMITED COMPANY

MY MAIL ID ; md.shamimakhter@yahoo.com

plzzzzzzzzz help........

CS Taher

CS Taher (Expert)
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29 January 2011

THE COMPANIES ACT, 1956

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

………..PVT LIMITED

I. The name of the Company: …………….PVT LIMITED.

II. The Registered office of the Company will be situated in the state of Orissa.

III. The objects for which the Company is established are:

A) The main objects to be pursued by the Company on its incorporation are:
1. To offer consultancy, advisory and all related services in all areas of information technology including computer hardware and software, data communication, telecommunications, manufacturing and process control and automation, artificial intelligence, natural language processing and to undertake research and development, promote excellence and leadership in computer science, modern mathematics, and to provide for such research and development including conducting and participating in seminars, workshops, exhibitions, conferences and the like and to obtain technical know-how, literature, brochures, technical data etc.

2. To develop, market, implement systems and application software packages and related products for Indian markets, to conduct software and hardware courses, to offer consultancy including hardware selection, system design, manpower selection, software development, implementation and training and to spread computer literacy and computer aided education in rural and urban areas through application of modern techniques, media communications and to operate data and information processing and to render all such services as are required by the customers in relation to processing of information and also in the interpretation, application and use of processed data.

3. To conceive, design, develop, sell and trade client and server software solutions for internet, general administration process simulation and any other customized software including internet and networking applications software in international and domestic markets, to carry out software development work and create training programmes and employment opportunity for graduates and postgraduates from India and abroad to provide special software development education facilities and training programmes and employment for physically handicapped individuals.

4. To carry out complete Information Technology enabled products and services including setting up of back office operations, call centers, data processing centers, BPO (Business Process Outsourcing) centers, KPO (Knowledge Process Outsourcing) centers, medical transcriptions, e-mail centers, bill paying centers, legal & secretarial service centers, accounting centers including taxation, pay rolls accounting and other transaction and back office operations.

B) Objects incidental or ancillary to the attainment of main objects:

1. To purchase, take on lease or exchange, hire, or otherwise acquire any real and personal property and any right of precious business, which the company may think necessary or convenient for the purposes of its business.
2. To apply for tender, purchase or otherwise acquire any contracts, sub contract, licenses and concession for or in relation to the main objects of business herein mentioned or any of them and to undertake, execute, carryout, dispose of or otherwise turn to account the same.
3. To open and operate bank accounts in the name of the Company.
4. To acquire from any person, firm or body corporate, technical information know-how, engineering, manufacturing and operating data lay out blue prints, useful for the design erection and operation of any plant required for any of the business of the company and to acquire any license and other flights and benefits for the attainments of the main object.
5. To make donation to such persons or instruction either of cash or asset as may be thought directly or indirectly conducive to any of the company subject or otherwise expedient and also to subscribe, contribute or otherwise assist or guarantee money for charitable object or institutions having scientific religious or benevolent national cultural educational or objects for general public utility.
6. To open current, fixed, overdraft, or other accounts with any financial institutions bank or Banks and to pay into and to draw money form such account.
7. To invest the funds of the company form time to time in such assets properties, securities shares or investments or otherwise as may be from time to be determined by the directors and from time to time sell or vary all such investments and to execute, all assignments, transfer receipts and documents that may be necessary in that behalf.
8. 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 construe to be preliminary including therein the cost of advertising commission for underwriting brokerage, printing and stationary and the expenses attendant upon the formation of the agencies and local boards.
9. To go for the incorporation registration or other recognition of the company in India and to establish and regulate agencies for the purpose of the companies business and to apply or join in applying to Govt. local, municipal other authority or body for concession order, writes or privileges that may seem conductive to the company’s object or any of them and to oppose any proceedings or applications which may seem calculated directly or indirectly prejudice to the companies interest.
10. To create any reserve fund, sinking fund, insurance fund dividends equalization fund or any other special funds whether for depreciation or for repairing improve extending or maintaining any of the property of the company or for any of the purpose conductive to the interest of the company.
11. To acquire and undertake the whole or any part of the business, property and liability if any person or company carrying on or processing to carry on any business which the company is authorized to carry on or processed or property suitable for purpose of this company or which can be carried on in conjunction therewith or which is capable of being conducted so as to directory or indirectly benefit the company.
12. To take part in management supervision and control of the business or operation of any company or underrating entitled to carry on the business, which the company is authorized to carry on.
13. Subject to the provisions of companies act 1956 or any other law for the time being in force to acquire take up and hold shares, stocks, debentures, debenture stocks, bonds, obligations and security issued or guaranteed by any company debentures debenture stocks, bonds, obligations and securities issued or guaranteed by the government, sovereign ruler, commissioner, public body or authority supreme municipal local or otherwise whether in India or any foreign countries in connection with the business which the company is authorized and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof but the company shall not carry on the business of investment or finance company.
14. To establish or to promote or concur in establishing or promoting any company or companies in India or any of the properties, rights and liabilities of the company or for any other purpose which my seem directly or indirectly calculated to benefit the company and to place or guarantee the placing or underwrite subscribe for or otherwise acquire all or any part of the shares debentures or other securities of any such other companies.
15. To apply for purchase or take license or otherwise acquire and protect and renew in any part of the world any patent, patent rights, trademarks, designs, licenses concessions and the like conferring any exclusive or non exclusive or limited rights to their use, or any secret or other information as to any invention which may seem calculated, directly or indirectly to benefit the company and to use, exercise, develop or grant licensing respect of or otherwise turn to account the property, rights or information’s so acquired and to expend money in experimenting upon testing or improving any such pattern, inventions or rights.
16. To ensure 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 and indemnify and part or person thereof either on mutual principle or otherwise.
17. To remunerate any person firm or company for services render or to rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the company’s capital or any debenture stock or other securities of the company or in about of the formation or promotion of the company or the conduct of the business.
18. To draw make accept endorse discount execute and issue, negotiate assign by and sell or otherwise deal in cheques drafts, promissory notes, bills of exchange, hundis, debentures, bonds, bills of lading, railway receipts, warrants and coupons and all other negotiable and transferable securities, instruments documents in connection with the business of the company.
19. To provide for welfare of Directors or Ex-Directors or the employees or Ex-employees of the company and the wives widows and families of such persons by building or by contributing to the building of houses dwelling houses, or by grant of money, pension, allowances, bonus or other funds and providing or subscribing towards school, places of instructions, recreation club and hospitals, dispensaries, medical and other attendance and other assistant as the company shall think fit.
20. To do all or any of the above things in any part of the world and either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with other and either by or through agents, sub contractors trustees or otherwise.
21. Subject to the provisions of the companies act 1956 and rules framed there under and direction issued by the reserve bank of India from time to time to receive money as deposit at interest or otherwise lend money to such persons and corporations on such terms as may be beneficial to the company and in particular to customers and other having dealings with the company and to guarantee the performance of contractors by having dealings with the company shall not carry on the business of the banking as defined in Banking Regulation Act 1949.
22. Subject to the provisions of the companies Act 1956 and subject to provisions and guideline issued by SEBI to borrow by way of discount, cash, credit or overdraft or upon discount, cash credit or overdraft or upon bonds security, mortgage, debenture, deposit bill, promissory note, receipt of any manner and to grant security for all or any of the such sums and by way of security to dispose mortgage pledge or charge the whole or any part of the property assets and revenue of the company including uncalled capital and to dispose of transfer and convey the same absolutely or in trust with usual power of sale, to lenders and creditors and also to raise money by issue of mortgage debentures or debentures.
23. Subject to the provisions of the companies act 1956 to sell, mortgage, lease, manage, develop, exchange, dispose or transfer the business immovable property and undertakings of the company or any part thereof or all or any part of the property rights and concessions of the company in such manner and upon such terms and conditions and for such consideration as the Directors of the company for the time being may think fit to accept and in particular for cash, shares, debentures debenture stock, bonds or securities of any other company having objects fully similar or in part similar to those of this company.
.

C. Other objects

1. To carry on the business as dealers, agents, brokers, carrying & Forwarding agents, stockiest, retailers of consumer products and general merchandise whether manufactured in India or on imported goods.
2. To carry on the business of Hoteliers, Motels , Restaurant on ownership or contract or lease basis and to carry on the business of traders, importers, exporters, agents, stockiest of all kinds of furniture, fixtures, fittings, handicrafts, teak boards and carpets, stone works, textile work, fine arts, and other related materials.
3. To carry on the business of traders, importers, exporters, agents of mines, minerals and to take on lease mines to extract mineral ores.
4. To carry on the business of training and coaching institute for Accounting both manually and in computerized environment, Taxation and all other allied Laws and allied subjects, personality developments courses, Human Resource Developments courses, software and Hardware courses and to run the business on franchisee basis and to be franchisee of other Companies and organizations.
5. To act as Consultants, Advisors, Agents, Franchisees in areas of Corporate Management, Financial Management, Taxation, Legal, Marketing, Human Resource Management, Accounting, Economic information system, Market Survey and Market Research.

IV. The liability of members is limited.

V. The authorized share capital of the company is10,00,000/- (Rupees Ten lakh only) divided into 1,000/- ( One Thousand ) Equity Shares of100/- ( Rupees Hundred Only) each with power to increase or reduce the capital for the time being into several classes and to subdivide and consolidate the same, subject to the companies Act, 1956

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