(THE
COMPANIES ACT, 1956)
COMPANY LIMITED BY SHARES
Memorandum of Associations
OF
SKILL VENTURES AP PRIVATE LIMITED
I.
The name of the company is
SKILL VENTURES AP PRIVATE LIMITED.
II.
The Registered Office of the
Company will be situated in the state of Andhra Pradesh.
III.
The objects for which the
Company is established are:
A.
THE MAIN OBJECTS TO BE PERSUED
BY THE COMPANY ON ITS INCORPORATION ARE:-
1.
To provide innovative education
and focus on development in all fields through training and educational
activities there by creating equitable, sustainable, inclusive social growth and development, to
carry on business and activities of parting of knowledge and learning system by
running and establishing institutions, education centers, education
centers, computer centers for advancement
of knowledge whether general , professional, vocational, technical including
all types of infra structure skills and to acquire, establish, promote and run
or otherwise manage such centers for imparting training in all fields of
knowledge base education , to provide system-engineering services, related
technical and consultancy services, feasibility studies and related open
learning techniques, import of technical know-how in the field of computers or
imparting education or teachers’
training in areas like management, engineering, Multimedia and information
technology, design techniques, fashion design, Textile design, Language and
fine arts and to do the business of developing, constructing, reconstructing,
crating, operating, executing, improving, altering, decorating, furnishing,
maintaining, all types of infrastructural facilities, software, Technology
park, computer integrated towers, builders, Information technology,
telecommunication electronics and other
allied services and any estate or interest therein, any right over or
connected with land and buildings
develop to turn the same to account as
may seem expedient by preparing building sites, flats, houses, workshops,
working sheds, tool rooms, restaurants, apartment, hostels, gardens, swimming
pools, play grounds or to acquire or setup or
establish building, stadium, arena, gymnasium, golf course, shooting
range etc., and to manage land , building, medical college, nursing colleges, dental
colleges, and other allied medical collages, nursing homes, health clinics,
medical diagnostic centers including operation theatre, pathological centers,
orthopaedics, surgical training. X-ray units, radioscopy and radio therapy
units, laboratories, research centers, nature cure centers and all other types
of medical centers including different and allied branches of medical and
surgical treatment, or campus recruitment. Teacher and professional training,
education of all standards for that purpose to acquire land and or buildings,
hostels , plants, equipment, accessories, instruments, gadgets, medical
preparation.
2.
To carry on the business of
consultant and to provide information regarding the education facilities and
availability of educational institutions for various courses likes engineering,
science, medical, commerce, industrial, arts, management etc. To guide students
to make right choice with regard to perusing in various courses and also
availability of such courses and institution in India as well as in abroad. To
plan, invest, implement and run media ventures in various areas across the
world with the help of experts from various fields.
3.
To spread knowledge and
education among various section of society to make equality among them and to
create sustainable growth and development of society and its people by
spreading education among them. To run charitable ventures in various areas
across the world.
B.
THE OBJECTS INCIDENTAL OR
ANCILLARY TOTHE ATTAINEMENT OF THE MAIN OBJECTS OF THE COMPANY ARE:-
1. Construct and superintend building,
offices, structures: To purchase, acquire, build,
construct, alter, maintain, enlarge, equip, pull down, remove or replace, and
to work, manage and control any buildings, land, offices, which may seem
calculated directly or indirectly to advance the main objects of the company ,
and to join with any other person or body corporate in doing any of these
things and by advancing money to and entering into contracts and arrangements
of all kinds with builders and tenants and others in India and abroad, for
attaining the main objects.
2. Business as estate agents
and estate managers: To carry on business as estate
agents and estate managers , and to collect rents, repair, look after and
manage immovable properties off all for any persons, firms and companies,
government and state, as well as this company , to give , take, let and sublet
rent-farming contracts, and to carry out
undertake or supervise any building, constructing, alerting, improving,
demolishing and repairing operations and all other works and operations in
connection with immovable estates and properties.
3. Import and purchase of
software, other material and articles for development purpose: To import and purchase any software, implement, apparatus equipment,
material, articles and stores and to all things for developing the property and resources of the estates and
land in such a manner as the company may think best.
4. Purchase, lease exchange
of property etc: To purchase, take on lease, or
tenancy or in exchange hire take options over or otherwise acquire for any
estate or interest whatsoever and to hold, develop, plan, improve, work,
and turn to account concessions, Grants, decrees, licenses, privileges claims,
options, property, real or personal, or rights or powers of any kind which may
appear to be necessary or convenient for attaining the main objects of the
Company and to purchase, charter, build or otherwise acquire Crafts, Cars, Vans
or Vehicles of any description and to employ the same in the business of the
Company.
5. Technical information and
know-how: To acquire from any person, firm or body
corporate or un incorporate, whether in India or elsewhere, technical and
academic information, know-how, processes, Engineering and operating data,
plans, layouts and blue prints useful for the design, erection and operation
for educational purpose or apparatus required for attaining the main objects of
the Company and to acquire any grant or License and other rights and benefits
in connection therewith
6. Carrying on of other
business: To do other things ancillary to main
business that may seem to the Company capable of being conveniently carried on
in connection with the main objects or calculated directly or indirectly to
enhance the value of or render profitable any of the Company’s property or rights
of which it may be available to undertake with a view to improving, developing,
rendering valuable or turning to account any property, real or personal,
belonging to the Company or in which the Company may be interested and to do
all or any of the above things, either as principals, agents , trustee,
contractors or otherwise and either alone or in conjunction with other through
agents, subcontractors, trustees or otherwise.
7. Disposal undertaking and
property of Company: To sell, exchange, mortgage, royalty or tribute, grant licenses,
easements, options and other rights over and in any other manner deal with or
dispose of the whole of any part of the undertaking property, assets, rights
and effects of the Company for such consideration as may be thought fit and in
particular for stock shares, whether fully of partly paid up, or securities of
any other Company.
8. Payment for property and
services and other costs: To pay for any rights or
property acquired by the Company and to remunerate any person, firm or body
corporate rendering services to the Company either by cash payment or by
allotment to him or them of shares or securities of the Company as paid-up in
full or in part of otherwise and to pay out of the funds of the Company all
costs, formation, establishment and registration of the Company.
9. Advance: To lend and advance money out of the surplus funds of the Company
not immediately required either with or without security and give credit t such
persons (including Government) and upon such terms and conditions as the
Company may think fit but not amounting to Banking business as defined under
the Banking Regulations Act, 1949 & not to carry on any chit-fund
Activities.
10. Commercial obligations: To undertake commercial obligations, transactions and operations for
achievement of the main objects of the Company.
11. Guarantee and Surety: To guarantee the performance of any contract or obligations of and
the payment of money unsecured or secured of and interest on, any debenture,
debenture stock or securities of any Company, Corporation, Firm or person in
any case in which guarantee may be considered likely directly or indirectly to
further the main objects of the Company and in the above context to Act as
Sureties.
12. To enter into any Trade or
Agreement: To enter into any trade or other
combination of agreements with any other person, firm or Companies and to
subscribe to any trade or other association which may directly or indirectly
benefit the Company.
13. Investment: To invest any money of the Company out of the surplus funds of the
Company not immediately required in such investments (excluding own shares or
stock in the Company) and as may be thought proper.
14. Borrowing: Subject to the provisions of law in force and the rules framed there
under and directives issued by Reserve Bank of India for the time being to
borrow or raise money in such manner as the Company shall think fit, and in
particular by the issue of Debentures or
debenture-stock perpetual or otherwise and to secure the payment of any money
borrowed, raised or owing by mortgage, charge or lien upon all or any of the
property or assts of the Company(both present and future), including its uncalled
capital, and also by a similar mortgage , charge or lien to secure and guarantee
the performance by the Company or any other person or Company as the case may
be but not amounting to banking business as defined under the Banking
Regulations Act,1949.
15. Negotiable instrument: To draw, make, accept, endorse, discount, negotiate, execute and
issue bills of exchange, promissory notes, bills of landing, warrants,
debentures and other negotiable or transferable instruments or securities.
16. Patents, etc: To apply for purchase or otherwise acquire and protect, prolong and
renew in any part of the world, any patents, patent rights, brevets d’invention,
trademarks, designs, licenses protections, concessions and the like conferring
any exclusive or non-exclusive or limited right to their use or any secret or
other information as to any invention, process or privilege 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
to use exercise develop grant licenses or privileges in respect of or otherwise
turn to account the property, rights and information acquired.
17. Improvement of patents and
other rights: To expend money in experimenting on
and testing and in improving or seeking to improve any patents, rights,
invention, discoveries, process or information of the Company or which the
Company may acquire or propose to acquire.
18. Research laboratories: To establish, provide, maintain and conduct research and other
laboratories, training centres and other institutions for the training.
19. Colleges and provision of
lectures:
education and instruction to students and others who may desire to avail
themselves of the same and to provide for the delivery and holding of lectures,
demonstrations, exhibitions, classes, meetings and conferences in connection
therewith.
20. Acquire and undertake
business: To acquire and undertake all or any part
of the business property and liabilities of any persons or Company carrying on
or proposing to carry any business which this company is authorized to carry on
or possessed of, suitable for the purposes of the Company or which can be
carried on in conjunction therewith or which is capable of being conducted so
as directly or indirectly to benefit the Company in India or outside.
21. Registration of Company
outside India: To procure the registration or
recognition of the Company in or under the laws of any place outside India and
to open branches or agencies, Whether by means of local boards or otherwise of
the Company at any place whether in India or outside India for the purpose of
enabling the Company to carry on its business more efficiently; and to
discontinue and reconstitute any such branch or agencies. To apply for
recognition as export house, apply for import entitlements, exports incentives,
drawbacks and exercise such other rights and undertakings in which the Company
will be interested for its business.
22. Promotion: To form incorporate or promote any company or companies , whether
in India or outside having amongst
its or their objects the acquisition of
all or any of the assets or control or development of the company or any other
object or objects which in the opinion of the company could or might directly
or indirectly assist the company in the development of its properties or
otherwise prove advantageous of the company and to pay all of the costs and expenses
incurred in connections with any such promotion or incorporation and to
remunerate any person or company in any manner it shall think fit for services
rendered or to be rendered
23. Amalgamation and
partnership:
Subject to the provisions of the company Act 1956 or any re-enactment
thereof for the time being in force, to amalgamate with any other company/companies
or to take over or enter into partnership or into any arrangement for sharing
profits, union of interests , co-operation ,joint venture or reciprocal concession with any person or persons , company or
companies , carrying on or engaged , in or engaged , in or about to carry on or
engage in any business or transactions which the company is authorized to carry
on or engaged in or which can be
carried on or in conjunction there with or which is capable of being
conducted so as directly or indirectly
to benefit the company.
24. Appointment of Directors: To appointment directors or manager of any subsidiary company or
any other company in which this company is or may be interested.
25. Government and other Concessions and to promote and oppose: To
enter into any arrangements and to take all necessary or proper steps with
Government or with other authorities supreme, national, local, municipal or otherwise
of any place in which the company may have interest and to any negotiations or
operations for the purpose directly or indirectly carrying the objects of the
company or effecting Any
modification in the constitution of the Company or furthering the interests of
its members and to oppose any such steps taken by any others Company, firm or
person which may be considered likely directly or indirectly to prejudice their
interests of the Company or its members and to promote or assist the promotion
, whether directly or indirectly or any legislation which may appear to be in
the interest of the Company and to oppose and resist, whether directly or
indirectly and legislation which may seem disadvantageous to the Company to
obtain from and such Government authority as any Company by the lawful means
any charters, contracts, decrees, rights, grants, privileges or concession
which the Company may think fit desirable to obtain and carry out exercise and
comply with any such arrangements, charters, decrees, rights, privileges or
concessions.
26. Publicity: To adopt such means of making known the products of the Company as
may seem expedient and in particular by advertising in the press or any other
media any purchase, exhibition or reproduction or works of art or interest by
publication of books, pictures and periodicals and by granting prizes, awards
and donations or such other manner as the Company may deem desirable.
27. Issue shares on
commission: To issue on commission, subscribe for,
purchase or otherwise acquire and sell, dispose of, exchange, hold and deals in
shares, stocks, debentures , debentures stock, public securities or other
securities issued by any authority , Central , State, Municipal, Local or
otherwise.
28. Trusts: To
undertake and execute any trust, the undertaking of which may seem to be
Company desirable, and either gratuitously or otherwise and vest any real or
personal property rights or interests acquired by or belonging to the Company
in any person or Company on behalf of or for the benefit of the Company and
without any declared trust in favour of the Company.
29. Establishment of
association connected with Company or for benefit of employees of Company: To apply the assets of the
Company in any way in or towards the establishment, maintenance or extension,
of any association institution or fund in any way connected with any particular
trade or business or with trade or commerce generally and particularly with
trade including an association, institution or fund for the protection of the
interest of masters, owners and employees against loss by bad debts, strikes, combinations, fire,
accidents otherwise or for the benefit of any clerks, workman, or others at any
time employed by the Company or any of its predecessors in business or their
families or dependents and whether or not in common with other person or
classes or persons and in particular or friendly, co-operative and other
societies, reading rooms, libraries, educational and charitable institutions,
dining halls recreation rooms, churches, chapels, temples and hospitals and to
grant gratuities pensions and allowances to contribute to any funds raised by
public or local subscriptions for any purpose whatsoever and to provide
comfortable and inexpensive housing accommodation for workmen and others and in
connection therewith to such person facilities and conveniences
30. Aid to Labour and other
industrial associations: To aid, pecuniary or otherwise any
association, body or movement having for an objects of solution, settlement, or
surmounting of industrial or labour problems or troubles or the promotion of
industry or trade.
31. Donations: Subject to the provision of the Companies Act 1956, to subscribe or
guarantee money for any national, charitable, benevolent, public, general or
useful objector for any exhibition subject to the compliance of Central and
State Laws.
32. Provident Fund
Institution: To establish and maintain procure the
establishment and maintenance of any contributory or non contributory pension or
superannuation fund provident or gratuity fund for the benefit of or give or
procure the giving of donations, gratuities, pensions, allowances or emoluments
to person who is or was any time in the employment or service of the Company or
any of the Company which is a subsidiary of the Company or is allied to or
associated with the Company or with any such subsidiary Company or for any such
other Company as aforesaid and the
wives, widows, families and dependents of any such person and also subscribe to
any Institutions associated, clubs or funds considered to be for the benefit of
or advance the interest and well being of the Company or of any such other
Company as aforesaid and do any of the matters aforesaid either alone or in
conjunction with the Central State laws.
33. Dividend: Subject to provision of section 78 of the Companies Act 1956 to place,
to reserve or to distribute as dividend or bonus among the members or otherwise
to apply as the company may from time to time think fit, any money’s belonging
to the company including those received by way of premium on shares or
debentures issued by the company at a premium and money’s arising from the
reissue of the company’s forfeited shares.
34. Distribution in Specie: Subject to the provision of Companied Act 1956 and the Companies
(court) Rule, to have the power to sell and dispose of the whole or part of the
Company’s undertaking and to distribute amongst 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 not so that no distribution
amounting to a reduction of capital be made except with the sanction if any,
for the time being required by laws.
35. Programs for rural
development social and economical welfare etc.: To
undertake, carry out promote and sponsor rural development including programme
for promoting the social and economic welfare of or the uplift of the people in
any rural area and to include any expenditure or any programme or rural
development and to assist execution and promotion thereof either directly or
through an independent agency or in any other manner. Without prejudice to the
generality of the foregoing, Programme of rural development, shall also include
any programme for promotion of the social and economical welfare of or the
uplift of the people in any rural area which the Directors consider is likely
to promote and assist rural development and that the words rural area shall
include such areas as may be regarded as rural area under the Income Tax Act
1961, or any other law relating to rural development for the time being in
force or as may be regarded by the Directors as rural areas and the Directors
may at their discretion in order to implement any of the above mentioned
objects or purpose transfer without consideration or at such fair or
concessional value as the Directors may think fit and divert the ownership of
any property of the Company to or in favour or any public or local body of
Authority or Central or State Government or any Public Institution or Trust of
Fund as the Directors may approve.
36. To institute and defend
suit or appeal: To institute and defend any suit,
appeal, application for a review or revision or any other application of any
nature whatsoever, to take out executions to enter into agreements to refer to
arbitration and to enforce and where need be to contest any award and for all
such purpose to engage or retain counsels attorneys and agents and when
necessary to remove them.
37. Promotion and growth of national economy etc.: To undertake, carry out promote and sponsor or assist any activity
for the promotion and growth of the national economy and for discharging what
Directors consider likely to promote national welfare or social economic or
moral uplift on the people or any section of the people and in such manner any
by such means as the Directors may think fit and the Directors may without
prejudice to the generality of the foregoing, undertake, carry out, promote and
sponsor any activity for the publication of any books. Literature, newspaper
etc. or for organizing lecturers of seminars likely to advance these objects or
for giving merit awards, scholarship or any other assistance to deserving
students or other scholars or persons to enable them procure their studies or
academic pursuits or researches and for establishing, conducting or assisting
any institution, fund, trust etc, having any one of the aforesaid objects or
purpose transfer without consideration or at such fair or concessional value as
the Directors may think fit and divert the ownership of any property of the
company to or in favour of any public or local body or authority or Central or
State Government or any Public institution or Trust or Fund as the Directors may
approve
38. To do all things incidental: To buy, sell, purchase, repair, alter, improve, exchange let out on
hire, import, export and deal in all factories, works, plant, machinery, tools,
utensils, appliances, apparatus, products, materials substances, articles and
things capable of being used in any business with this Company is competent to
carry on or which may seem capable of being profitably dealt with in connection
therewith and to experiment with, render marketable and deal in all products or
residual and by products incidental or obtain in any of the business carried on
by the Company and to do all such other things that may be deemed incidental or
conducive to the attainment of the main objects of the Company or any of them
and to conduct such activities such as horticulture, gardening and
landscaping
C.
THE OTHER OBJECTS FOR WHICH THE
COMPANY IS ESTABLISHED ARE:- NIL
IV.
The liability of the members is limited
V.
The Authorized Share Capital of the Company is
Rs. 5, 00,000(Rupees Five Lakhs) divided into 50,000 (Fifty Thousand) Equity
Shares of Rs.10/-(Rupees Ten) each with Power to increase and decrease the
Capital of the Company and to divide the Shares in capital for the time being
in to several classes and to attach thereto respectively such preferential
qualified or special rights, privileges or conditions and may be determined by or in accordance
with the Articles of the Company for the time being and to modify or abrogate
any such rights privileges of conditions in such manner as may be permitted by
the Act, or provided by the Articles of the
Company for the time being.
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