Fermium Solutions Pvt. Ltd.
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The main object of our company is to develop e-commerce activities, maintain portals, web-based information system, client-server applications, enterprise resource planning, network management, commercialize internet applications and all other allied services & activities used for the information technology business.
 

THE COMPANIES ACT, 1956

(COMPANY LIMITED BY SHARES)

Memorandum Of Association
And
Article Of Association
Of

FERMIUM SOLUTIONS PRIVATE LIMITED

I. THE NAME OF THE COMPANY IS FERMIUM SOLUTIONS PRIVATE LIMITED.

II. THE REGISTERED OFFICE OF THE COMPANY WILL BE SITUATED WITHIN THE STATE OF ORISSA.

III. THE OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE:


     A. THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED ON ITS INCORPORATION ARE:

     To carry in India or elsewhere the business to establish, develop, set, arrange, undertake, manage, produce, modify, promote, organize, design, conduct, observe, control, customize, provide, install, maintain, produce, modify, conceptualize, conceive, softwares of all description, applications and specifications, used in industries, business, households, entertainment, medical, health, railways, airline, insurance, banking, government departments, defence, space, education & other fields, and for the purpose to do web designing, web based information system, client-server applications, enterprise resource planning, network management and to establish & maintain portals, to act as internet service provider, to develop e-commerce activities, to commercialize internet applications, to develop consumer oriented electronic commerce, to create digital signatures & system in demands, to develop education & digital copyrights, to create domain names & all other allied services & activities used for the information technology business & for the purpose to act as representative, advisor, consultant, know-how provider, sponsor, franchiser, licenser, job worker & to do all other acts & things necessary for the attainment of the foregoing objects.


     B. OBJECTS INCIDENTIAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS:

  1. To act as buy, plant and machinery, implements, equipment's, conveniences, provision and things likely to be used in connection with or required for the company's above main business or its workmen and other employed in the industry or the operations of the company and its activities and to manufacture, alter, repair, convert take on hire, lease other machinery, tools and implements work shops and rolling stocks of the same kind for pursuing the main objects.


  2. To carry on any business relating to the processing, import or export and engage distribution of and deal in which may be either usefully or conveniently combined with the activities of the company or of any of the contracts undertaken by the company under its main objects.


  3. To buy, sell, alter, repair, manipulate, exchange, let on hire, import or export, dispose of or deal in products, articles or the items which may be required for any of the main business of the company or which the company is authorized to carry on by its main objects or which may seem capable of being profitably dealt with or carried on in connection with the main business.


  4. To apply for the purchase or otherwise acquire patents, licenses, concessions, trade marks and the like confirming exclusive of limited right to use. Secret or other information or formulate as to invention, combination, process at the same time capable of being used by any of the main objects of the company and to use exercise, develop in respect thereof or otherwise turn to use and account the property, rights or information and concessions so acquired in connection with the company's main object.


  5. To transact and to carry out all kinds of agency business or to act as distributors and indenting agents for the product of other company, concern, syndicate, firm or an undertaking on commission and allowance, connected with the main object of this company.


  6. To enter into partner ship, collaboration or arrangement for sharing profits, union of interest of co-operation with assist or subside person, firm or company carrying on or proposing to carry on any, business within the main objects of this company or capable of being conducted so as to directly or indirectly benefit this company.


  7. To enter into any agreement with the Government, Sovereign state or otherwise or arthritis supreme, municipal local port trust, River Board or otherwise that may seem conductive to the company's main objectives and to acquire or obtain from any such Government, Sovereign state, Port trust, River Board or authority and rights, licenses privileges or concessions which the company may think desirable.


  8. To draw, make, accept, endorse, discount ad issue promissory notes, Hundies, Bills of Exchange, Bills of lending, warrants, Debentures, Bonds and all other negotiable and transferable instruments and documents.


  9. To invest and deal with money of the Company not immediately required in such matter as may from time to time be determined, subject always to the provisions of the Companies Act 1956.


  10. Subject to the provisions of the Companies Act 1956 to raise or secure the payment of money in such manner as the company shall think fit and in particular by the issue or otherwise, changes upon all or any of to company's property (both of the present and the future) including its uncalled capital and to purchase.


  11. Subject to the provision of the Companies Act 1956, to lend money and to guarantee the performance of contracts or obligations by others and the company shall not carry any business amounting to Banking business under the Banking Regulation Act 1949.


  12. To receive money on loan from others and in doing so to observe the provisions of section 58A of the Companies Act 1956 and rules framed there under to have regard to the directives of the Reserve Bank of India in the matter from time to time.


  13. To own, take on lease or hire or otherwise engage avail of and utilize transport vehicles for the transport of materials, products and the employees of the company wherever situated.


  14. Subject to the provisions of the Companies Act 1956 mortgage, assign or let out or lease the whole or any part of the property (whether movable or immovable) for such consideration as the company may think fit and in particular for the shares, debentures, securities of any other company having objects altogether or in part similar to those of the company or to accept in lieu there of land, cash or securities guaranteed by the Government of any Municipal, River Board Port trust, Railway or other authority whether quit edged or not.


  15. Subject to the provisions of the Companies Act 1958, to acquire or to amalgamate with any other company whose objects are or include objects similar to those of this company, whether by sale or purpose (for fully paid-up shares or otherwise) of the undertaking, subject to the liabilities or this or of any other company as aforesaid with or with out winding up or by safe purchase (for fully paid-up shares or otherwise) of all the shares of this at any such company as aforesaid or in any other manner.


  16. To remunerate any person, firm or company for services rendered, in corporation or promotion of this company or its conduct of business in the company credited as fully or partly paid up or otherwise.


  17. To pay all 1costs, charges and expenses incurred in connection with incorporation of this company including costs, charges and expenses of negotiation, contracts and arrangement made prior to end in anticipation of formation and incorporation of this company.


  18. To promise and to procure the recognition of this company in any part of the world in consonance with the laws for the time being in force in such places abroad.


  19. To grant pensions, allowances, gratuities and bonus and to provide any other amenities to the employees of the company and their dependants and to support or to subscribe to any charitable bodies and institutions, clubs, societies or charitable or benevolent funds subject to the provisions of the Companies Act 1956.


  20. To acquire from any person, firm or body corporate, whether in India or elsewhere in the world, technical information and assistance, know-how engineering technical and manufacturing data, layout e.t.c. Useful for business, design drawing, erection and operation of any plant, machinery, processing e.t.c. Required for any of the main business of the company and to acquire and grant, patent and other rights, concession and benefits for the purpose of the company.


  21. To incur expenses for and to contribute to any Research and Development and also to contribute and to make payment to any scientific research or similar institutions or associations which are engaged in such work relating to any of the main objects of the company.


  22. To contribute, donate or set apart annually part of the profits at 25% of available profits for distributions, subject to the provisions of the Companies Act 1956, and the powers of appropriations and contributions, either of this company or of any of its subsidiaries to any trusts, recognized public and charitable, institute or to constitute establish, maintain and manage and trust for any specific charitable, educational, scientific or benevolent purpose.


  23. To do as principals Agents or Trustees and otherwise either alone or in conjunction with others and by or through any Agents, Trustees or otherwise.


  24. To construct, extend or otherwise alter any buildings, plant and machinery or works, which may be deemed fit, necessary and proper by the company in connection with its main objects.


  25. To accumulate capital for any of the purpose of the company and to appropriate the company's assets for specific purpose and to hold shares and securities of any firm, company, body corporate, public utility concern, port trust, Government or the like.


  26. To become a member of any Chamber of Commerce, Trade or Manufactures, Association and the like.


  27. To submit and refer to arbitration and to observe and perform awards.


  28. To send out to foreign countries either the Directors, employees or other persons for investigating possibilities of any business, trade or procuring and buying any machinery, establishing trade connections obtaining of any concessions or in promoting the interest of the company abroad and to pay all expenses incurred in this connection.


  29. Subject to the provisions of the Companies Act 1956, to arrange for the management of the conduct of affairs of the company and its branches and for the purpose to appoint any person to be the Agents or attorneys with such power or sub delegation to the extend permissible, necessary or required.


  30. To undertake execute and carryout contracts for supply, use repairs reconditioning of and on any ancillary works comprised of such contracts in pursing the main objects of the company.

     C. OTHER OBJECTS OF THE COMPANY:

  1. To carry on in India or elsewhere the business to plant, grow, cultivate, produce, raise, process, store, grind, mix, grade, polish, cann, import, export, buy, sell, warehouse & to act as agent, broker, stockiest, indenter, consignor, merchant, adhatia, farmer or otherwise to deal in all types of seeds, grains, vegetables, foods, cereals, herbals, flowers, fruits, edibles, non-edibles, commercial, non-commercial crops & to act as orchadists, grazers, nursery men, seed breeders, farmhouse farmers, horticulturist, floriculturist, tissue culturist, timer growers, forest owners & for the purpose to acquire lease or license any private or government land & to do all incidental acts and things necessary for attainment of the foregoing objects.


  2. To carry out on the business in all its branches in India or abroad to repair, maintain, produce, fabricate, assemble, alter, buy, sell, import, export, develop, design, lease, hire, let on hire & act as trader, agent, broker, vender, consultant, collaborator & consignor in all types of plant & machinery, implements components, parts, equipments, instruments, accessories, tools, tackles, materials, substance, goods or things of any descriptions or specifications, characteristics, applications & use for tractors, power tillers, sprayers, dusters, mist blowers, threshers & other modern agriculture equipments used for consumption for fertilizers, seeds, siols, irrigation, pesticides, insecticides, fungicides e.t.c. in all types of operations of farming, pericultures, sericulture, horticultures, apicultures, agricultures & forest produce & waste & to do all such incidental acts and things necessary for the attainment of the foregoing objects.

IV. THE LIABILITY OF THE MEMBERS IS LIMITED.

V. THE AUTHORIZED SHARE CAPITAL OF THE COMPANY IS RS.5,00,000.00 (RUPEES FIVE LAKHS ONLY) DIVIDED INTO 50,000 (FIFTY THOUSAND) EQUITY SHARES OF RS. 10/- (RUPEES TEN ONLY) EACH WITH POWER TO INCREASE, REDUCE AND SUBDIVIDE THE SAME AS PER PROVISIONS OF THE COMPANIES ACT 1956.

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