Fivecube Ecommerce Web Solutions Private Limited

Transcription

1 (THE COMPANIES ACT, 1956) (Company Limited by Shares) Memorandum of Association Of Fivecube Ecommerce Web Solutions Private Limited I. The Name of the Company is Fivecube Ecommerce Web Solutions Private Limited. II. The Registered Office of the Company will be situated in the STATE OF WEST BENGAL. III. The objects for which the Company is incorporate are: [A] MAIN OBJECTS TO BE PERSUADED BY THE COMPANY ON ITS INC To deal in Web designing, develop web application using LAMP Programming, Software UI / GUI (user interface / graphical user interface) designing, internet applications, electronic businesses, social networking services, web content development, client liaison, client-side/server-side scripting, web server and network security configuration, e-commerce development, writing markup and coding, commercialization of the websites & their applications including all kinds of web site related activities & designing & ecommerce programming, dealing in electronic commerce & websites computer software including all kinds of target audience like Business-to-Consumer, Business-to- Business, Business-to-Administration, Auction sites, Affiliate sites, Bulk-buying sites, Shopping mall sites, Portals Digital sites, publishing sites, Licensing sites, Community sites etc. and to provide internet / web based applications, services and solutions, provide or take up Information technology related assignments on sub-contracting basis, offering services on-site/ offsite or through 1

2 development centers using owned /hired or third party infrastructure and equipment and the security based areas of e commerce like Secure HTTP Protocol, Security System etc. & the areas of Intranet website applications solutions software s, resource planning, e-commerce, value added products and other business applications either for its own use for sale in India or outside India. Systems and application software for microprocessor based information systems, off shore software development projects and solutions in all areas of application including those in Emerging niche segments like Internet and Intranet website applications solutions software enterprise and to design and develop such systems and application software for and on behalf of manufacturers owners and users of computer, telecom, digital, electronic equipments in India or elsewhere in the world & to provide / render consultancy / advisory services on matters relating to software solutions/ products, business intelligence, strategy planning, web hosting, dedicated server setup. Information Technology (IT) and IT enabled services, scientific or mathematical information, front and back office services and system analysis, communication networks, database, information and data centers, image and data processing systems, for any commercial or non-commercial entity whether in India or abroad. To purchase, sell, lease, import and export of computers, computer peripherals, and other related instruments. To assemble make, upgrade, personal computers of all configurations. To provide computer/information technology related corporate training, to develop application and system software s for micro, small and mid-sized business, nongovernment, corporate individuals. To acts as a business process outsourcing agency for any other objects of the company/firm/institute/business/ other clients. ORPORATION ARE: [B] OBJECTS INCIDENTAL OR ANCILLIARY TO THE ATTAINMENT OF THE MAIN OBJECTS 1. To carry on in India/abroad or elsewhere the business to establish, develop, set, arrange, undertake, manage, promote, organize, design, conduct, observe, control, customize, provide, install, maintain, produce, modify, conceptualize, conceive, software s, of all descriptions, applications and 2

3 specifications, used in industries, business, households, entertainment, medical, health, railways, airlines, insurance, banking, government departments, space, education and other fields, and for the purpose to do web based information systems, client server application, enterprise resource planning, network management and to establish and maintain portals, to act as web application developers, to develop and design electronic commerce activities, to commercialize internet applications, website designing and optimization, to develop consumer oriented electronic commerce, to create digital signatures and systems on demand, to develop education and digital copy rights, to provide multimedia and digital video, to create domain names and all other allied services and activities used for the information technology business and for the purpose to act as representative, advisor, consultant, know how provider, sponsor, franchiser, licenser, job worker. 2. To carry on the business of System Designing, software Developing, Software and Hardware Maintenance, Software and hardware installation and support, System Analysis, System Development, Graphics Media, web services, equipment accessories, training and teaching, networking solutions, and all things which are related to computers services. Undertake IT (information Technology) and ITES (Information Technology Enabled Services) Consultancy, Computer Training, Computer Composing and Printing, Data Processing, Data Entry. Assemble, promote and market different brands of computers, computer accessories, computer peripherals, call center (involving local or international firms) in India and abroad, media relations, Joint-venture partner, owners, agents of foreign companies, proprietors, advisors and service providers in Information Technology and Information Communication Technology services all over India and abroad, enter into joint venture agreement with local and foreign entities. And other services related with Information Technology industry. 3. To enter into any agreement with any Government or authority, supreme, municipal, local or otherwise that may seem conducive to the Company s objects or any of them and to obtain from any such Government or authority, all rights, concessions and privileges which the Company may think it desirable, to obtain and carry out, exercise and comply with any of such arrangements, rights, privileges and concession. 3

4 4. To act as agents or sub- agents for any other business whether a similar nature or not and to accept and enter into sub-contracts for the performance and carrying of any of the purpose for which the company is formed. 5. To undertake and execute any trust, the undertaking of which may seem to the Company desirable and either gratuitously or otherwise for the purpose by the business or the Company. 6. To enter into partnership, or into any agreement for sharing profit, union of interest, co-operation, joint adventure, reciprocal concession, collaboration with Indian or Foreign Enterprise as permissible under the law otherwise with any person or company carrying on or engaged in any business or transaction which this Company is authorized to carry on or engaged in any business or transaction capable or being conducted so as directly or indirectly to benefit this Company, and to lend money, guarantee, to contracts of or otherwise acquire shares securities of any such Company. 7. To promote any company or companies for the purpose of securing all or any of the property, rights and liabilities of the Company, or for and other purpose which may seem directly calculated benefit to this Company. 8. To amalgamate with any other company or body, subject to the Sec391 to 394 of the Act and the law in force. 9. To enter into the multilevel marketing fields through which students & learners can be procured & through rewards & recognitions, sharing of profits etc a line of people can be added to the fields of study. 10. To impart training conduct seminars, workshop, short and long duration, courses & to set up training institution and consultancy in various field of study. 11. To take or otherwise acquire and hold shares, stock or obligations of any other Company whether incorporated or not, having objects altogether or in 4

5 part similar to those or this company or carrying or any business capable of being conducted so as directly or indirectly to benefit this company. 12. To acquire and undertake the whole or any part of the business, goodwill, property and liabilities of any person or company carrying on any business for which this Company is authorized to carry on or possess of property suitable for the Company, and also to acquire land with or without sanctioned plan, construct building flats, houses and guest houses. 13. In the event of winding up distributing any of the property of the company among the members in specie but so that no distribution amounting to a reduction in capital is made without the sanction if any required by the law. 14. To acquire from any person, firm or body corporate or unincorporated whether in India or elsewhere, technical information, know-how, process, operating data, plans, layouts and blue prints useful for the design, erection and operation for any of the business of the Company and to acquire any grant or license or other rights and benefits in the foregoing matters. 15. To apply for purchase or otherwise acquire any patents or researches and research processes and inventions, licenses, concessions and the like under any collaboration agreement, Royalty agreement, licensing agreement, or otherwise conferring on exclusive, non- exclusive or limited right to use any secret or other information regarding any inventions or new technologies, machineries, specially designed equipments which may seem capable of being used for any of the purpose of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company and use, exercise, develop, grant license in respect of or otherwise to turn to account the property, rights and information so acquired. 16. To evaluate and develop by itself or in collaboration with any person, firm, company or association whether the same is registered all its patents, patterns, trademarks etc. and use the same as it may think proper. 5

6 17. To invest or deal with moneys of the Company not immediately required in such manner as may from time to time be determined. 18. To purchase, take on lease or in exchange, hire or otherwise acquire any movable machinery or property or any rights or privileges which the Company may think necessary or convenient for the purpose of its business. 19. To lend money to such persons or companies and on such terms as may seem expedient and in particular to customers and others having dealings with the Company and to guarantee performance of contract by any such persons or companies provided that the company shall not carry on the business or banking as defined under the Banking Regulation Act, Subject to Section 58A of the Act, and also directives issued by the Reserve Bank of India to accept advances, deposits with or without interest from any institution or person including the tenants, lessees and others, subject to the provision of law for the time being in force, Provided that the company shall not carry on the Business of Banking as defined under the Banking Regulations Act To buy, sell, services, get services in consideration of cash payment or credit or on installment basis whether with or without any interest thereon or otherwise import, export and deal in all articles and things capable of being used in any of each business as aforesaid or required by any customer person having dealing with the Company either wholesale or retail. 22. To borrow, by way or discount, cash credit or overdraft or upon bond and disposition in security, mortgage, debenture stock, deposit, bill, promissory note, receipt or in any other manner and to grant security for all or any of such sums and by away of security to dispose of any assets and revenue of the Company including uncalled capital and to dispose, transferred and convey the same absolutely or in trust, with the usual powers of sale, to lenders and creditors and also to raise money by the issue of mortgage 6

7 debenture or debentures or preference stock and purchase redeem and pay off any such securities. 23. To draw, make, accept, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments or securities. 24. To open retail stores for selling any kind of material including material manufactured by the Company and other allied material and may also act as principal agents, distributors, commission agents or otherwise. 25. To send to foreign countries employees of the Company or other countries to promote the interest of the Company. 26. To remunerate any person, firm or company rendering service to this company whether by cash payment or by allotment to him or them of shares or securities of the Company credited as paid up in part or otherwise with or without any agreement for sharing of profit pursuant to any agreement. 27. To provide for the welfare of the person in the employment of the Company or formerly in the employment of the Company and wives, widows and families of such persons by grants of money, pension or other payment and providing or subscribing towards all places or institutions and recreations and hospitals, dispensaries for such persons medical and other assistance as the Company shall think fit. 28. To adopt all means of making known the activities and products of the Company as may seem expedient and in particular by advertising in the press by circular, by purchase and execution of works of art or of interest, by publication of books and periodical and by granting prizes, rewards and donation. 7

8 29. From time to time subscribe or contribute or donate to any religious benevolent, charitable or useful object of public character in accordance with the provisions of the Companies Act, 1956 or any amendments thereof. 30. To pay out the funds of the Company all expenses relating to incorporation of the Company including preliminary expenses. 31. To do all or any of the above things in any part of the world as principals, agents, contractors, trustees or otherwise and either alone or in conjunction with other or others. 32. To do all such things as are incidental or conducive to the attainment of the above object. IV. The liability of the members is limited. V. The authorized share capital of the Company is Rs. 1,00,000 [One Laces only] divided into 1,000 Equity shares of Rs. 100/- each with power to increased or reduce the capital of the Company, to divide the shares in the capital for the time being into several classes and to attach such rights, privileges and conditions in such manners as may for the time being be provided by the regulations of the Company, subjects to the provisions of the Companies Act, 1956 or any amendments thereof. 8

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