INCORPORATED UNDER THE COMPANIES ACT, 1956

 

COMPANY LIMITED BY SHARES

 

MEMORANDUM OF ASSOCIATION

 

OF

 

THE UTTAR PRADESH STOCK EXCHANGE ASSOCIATION LIMITED

 

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I.          The name of the Company is `The Uttar Pradesh Stock Exchange Association Limited’.

 

II.         The Registered Office of the Company will be situated in the State of Uttar Pradesh.

 

III.            OBJECTS

 

The Objects for which the company (hereinafter referred to as the Exchange) is established are  -

 

            A.            MAIN OBJECTS

 

1.             Control of Business in Securities

 

To assist, regulate and control the trade or business in securities and for this purpose to frame and enforce Rules, Bye-laws, and Regulations regulating the mode and manner, the conditions subject to which the business on the Stock Exchange shall be transacted and the rules of conduct of the members/ trading members of the Exchange, including all aspects relating to membership/ trading membership, trading, clearing and settlement, constitution of committees, delegation of authority and general diverse matters pertaining to the Exchange and also including code of conduct and business ethics for the members/ trading members and from time to time, to amend or alter such Rules, Bye-laws and Regulations or any of them and to make any new, amended or additional Rules, Bye-laws or Regulations for the purpose aforesaid;

 

2.             Membership of Other Bodies

To subscribe to, become a member of and co-operate with any other association, whether incorporated or not, whose objects are to promote the interest represented by the Exchange or to promote general commercial and trade interests and to procure from and communicate to such association such information as may further the objects of the Exchange or promote measures for the protection of the trade or any interest therein.

 

3.         Promotion of Other Companies

 

To promote, form and register and aid in the promotion, formation and registration of any company or companies, subsidiaries or otherwise, for the purpose of acquiring all or any of the property, rights and liabilities of the Exchange, or for any other purposes which may seem directly or indirectly calculated to benefit the Exchange and to transfer to any such company any property of the Exchange, and to be interested in, or take or otherwise acquire, hold, sell or otherwise dispose of shares, debentures and other securities in or of any such company, or any other company, in connection with or in furtherance of all or any of the objects and purposes of the Exchange.

 

4.          Admission of Members/Trading Members

 

To admit members and/ or trading members subject to the provisions of Securities Contracts (Regulation) Act, 1956 and Securities and Exchange Board of India Act,  and the Rules and Regulations made thereunder; 

 

 

5.       The Interest of Investors, Issuers, Brokers, Sub-Brokers, Dealers and Any       Other Intermediaries –

 

To support, protect and further the interests and the character and status of the;

 

a)                   investors at large;

 

b)                   issuers;

 

c)                   brokers, dealers, sub-brokers and any other     intermediaries interested in securities, by whatever name called;

 

6.            Safe Deposit Vaults / Custodial / Depository Services

 

To act as a custodian or depository of securities of all kinds, by itself or in association with or through any other company or person or Department of the Government or authority for purposes of storage, in any form, gratuitously or otherwise, letting on hire and otherwise disposing off, safes, strong rooms and other receptacles for money, securities and / or documents of all kinds.

 

 

            7.            Promotion of Modernisation

 

To promote modernisation of operations and provide infrastructural facilities on the Exchange comparable to international standards through adoption of automated trading systems and procedures and to facilitate clearing and settlement in demat segment both in account period or rolling settlement or in any other acceptable manner and cycle;

 

 

8.               Foster the Development

 

To foster the development of a healthy, orderly and transparent capital market to facilitate channeling the savings of investors;

 

9.               Maintenance of High Standards

 

To maintain high standards of commercial honour and integrity;

 

10.           Promotion of honourable practices

 

To promote and inculcate honourable practices and just and equitable principles of trade and  business;

 

 

11.            Discouragement of Mal-practices

 

To discourage and to suppress mal-practices detrimental to the interest of investors at large;

 

B.            The Objects incidental or ancillary to the attainment of the main objects :-

 

1.            Buildings

 

 To erect, construct, extend and maintain a suitable building to be used for the purpose of the Exchange and erect, construct and maintain such other building or buildings as may be considered necessary or desirable either for the use or convenience of the Exchange or members / trading members or for furtherance of the objects and purposes of the Exchange, to alter, add to, remove any such building / buildings, and to facilitate carrying out trading and settlement operations and related activities of the Exchange.

 

2.               Acquisition of Property

 

  To acquire by purchase, taking on lease or otherwise and develop any property movable or immovable and any rights or privileges necessary or convenient for the purpose of the Exchange, and in particular any land, buildings, easements or safe deposit vaults.

 

3.               Management and Disposal of Property

 

   To insure, manage, develop, sell, exchange, lease, let under lease, sublet, mortgage, dispose of, turn to account or otherwise deal with all or any part of the property of the Exchange.

 

4.                Borrowing of Monies

 

   To borrow or raise any monies required for the objects and purposes of the Exchange upon such terms and in such manner and with or without security as may from time to time be determined and in particular by the issue of debentures, debenture stock, bonds or other securities, provided always and it is hereby expressly declared as an original and fundamental condition of any such borrowing or raising of monies that in all cases and under all circumstances any person claiming payment whether of principal or interest or otherwise howsoever in respect of the monies so borrowed or raised shall be entitled to claim such payment only out of the funds, properties and other assets of the Exchange which shall be deemed to be liable to answer and make good all claims and demands whatsoever under and in respect of the monies so borrowed or raised and not the personal funds, properties and other assets of all or any one or more of the members of the Governing Board of the Exchange or members / trading members of the Exchange, their or his heirs, executors, administrators, successors and assigns, who shall not and shall not be deemed to in anywise incur any personal liability or render themselves or himself personally subject or liable to any claims or demands or to be charged under and in respect of the monies so borrowed or raised, and in the event of the funds, properties and other assets of the Exchange being insufficient to satisfy the claims of all persons claiming payment as aforesaid, the right of any such person shall be limited to and he shall not be entitled to claim anything more than his part or share of such funds, properties and other assets of the Exchange in accordance with the terms and conditions on which the monies have been so borrowed or raised.

 

5.                Investments

 

  To invest or advance the monies of the Exchange not immediately required in or upon such security or without any security and at or without interest and in such other investments as may from time to time be determined upon.

 

6.                Payments and Disbursements

 

   To make payments or disbursements out of or dispose of the funds or any property of the Exchange for any of the purposes specified in the Rules, Bye-laws and Regulations of the Exchange.

 

7.                Subscriptions

 

   To subscribe or guarantee money for charitable or benevolent objects or for any public, general or useful objects.

 

8.                Funds and Trusts

 

   To establish and support or assist in the establishment and support of any Exchange funds, trusts and conveniences calculated to advance and further the objects and purposes of the Exchange.

 

9.                Clearing House, Clearing Corporation or Clearing Bank

 

   To establish and maintain, or to arrange or appoint agents to establish and maintain clearing house for the objects and purposes of the Exchange or maintain a stock holding or clearing corporation or a clearing bank or a depository, clearing house or its division and to control and regulate the working and administration thereof.

 

10.           Licences and Privileges

 

   To enter into any arrangements with Government or any authority notified by the Government which may seem desirable and to obtain from Government or such authority any powers, rights, licences, privileges or concessions which may be deemed fit and desirable to obtain for promotion of the objects and purposes of the Exchange.

 

11.           Information and Publications

 

   To acquire, collect, preserve and disseminate through various media statistical or other information in connection with the trade, to maintain a library and to print, publish, undertake, manage and carry on any newspaper, journal, magazine, pamphlet or other works in connection with or in furtherance of the objects of the Exchange.

 

 

 

 

 

            12.          Settlement of Disputes

 

   To settle disputes and to decide all questions of trading methods,  practices, usages, custom or courtesy in the conduct of trade and business at the Exchange;

 

13.          Resolution of disputes by Arbitration

 

  To facilitate resolution of disputes by arbitration or conciliation and to  nominate arbitrators and conciliators on such terms and in such cases as may deem expedient; to set up regional or local arbitration and conciliation panels and to provide for arbitration and conciliation of all disputes and claims in respect of all transactions relating to or arising out of or in connection with or pertaining to transactions in securities and including arbitration and conciliation of disputes between members/ trading members of the Exchange and between members / trading members of the Exchange and persons who are not members / trading members of the Exchange but are clients of members / trading members of the Exchange and also between sub-brokers and their clients; and to remunerate such arbitrators and conciliators and to make Rules, Bye-laws and Regulations in relation to such arbitration and conciliation proceedings, the fees of arbitrators and conciliators, the costs of such arbitration and conciliation, and related matters and to regulate the procedure thereof and enforcement of awards and generally to settle disputes and to decide all questions of usage, custom or courtesy in the conduct of trade and business in securities;

 

            14.           Fulfillment of Contractual Obligations

 

To provide for appropriate and efficient mechanisms for fulfillment of contractual obligations by creating funds separately for settlement guarantee, investor protection and compensation against claims of bad deliveries by any investor.    

 

15.           Negotiable Instruments

    

   To draw, make, accept, endorse, discount, execute or issue promissory notes, bills of exchange, warrants, debentures and other negotiable or transferable instruments.

 

            16.           Fixed Deposits

 

Subject to the provisions of Section 58A of the Companies Act, 1956 to receive   fixed deposits from shareholders of the exchange and from the general public.

 

            17.           Security Deposits

 

To receive security deposits from the Members of the Exchange in terms of the   Articles of Association and Rules and Bye-laws of the Exchange.

 

            18.           Incidental Powers

 

To do all such other things as are incidental or conducive to the attainment of the above objects or any of them.

 

C.           OTHER OBJECTS :

 

1.            Technical and Business Knowledge

 

To improve and elevate the technical and business knowledge of persons engaged in or about to be engaged in trade, banking, commerce or company administration or dealing in stocks, shares and debentures or in connection therewith and with a view thereto to providing for delivery of lectures and the holding of classes and to test by examination or otherwise the competence of such persons and to award certificates and diplomas and to institute and establish scholarships, grants and other benefactions.

 

            2.            Constitution of Advisory Boards

 

To constitute Advisory Boards and Counsels for rendering advices and suggestions to companies all matters relating to technical know-how, administration and management; and  

 

3.            Actions under the Law/Rules

 

To do all such acts in any part of the Indian Union or elsewhere subject to any restrictions imposed under the Securities Contracts (Regulation) Act, 956 or other law or Rule applicable.

 

 

IV.           Delegation of Powers

 

If any of the powers contained herein are also vested either in the Governing Board or any Committee or the Chairman or the Managing Director or any other Officer, then such powers shall be deemed to have been vested in each of them and shall be exercisable only by each of them within its / his respective authority and thereby such powers shall not be exercisable by the general meeting.

 

            V.              Capital / Corpus

 

The Authorised Capital of the Exchange is Rs.15,00,000 (Rupees Fifteen Lakhs) divided into 750 (Seven Hundred and Fifty) Shares of Rs.2.000/- (Rupees Two thousand) each.

 

The Stock Exchange may have capital duly subscribed by any one or more of the public financial institutions or by persons admitted as members or may have corpus out of the admission / entrance fees payable by persons, upon getting admitted as members / trading members.

 

 

VI.              Constitution

 

     The Stock Exchange shall be constituted of :

 

a)      those persons who are and shall hereafter be duly admitted as members of the Exchange according to the Rules for the time being in force and all such persons whether admitted as members of the Exchange before or after these Rules come into force shall be deemed bound by the Rules, Bye-laws and Regulations of the Exchange which are or shall hereafter be for the time being in force.

 

b)     those persons who are members of the company, being the Stock Exchange.

 

  VII.            Liability of Members

 

The liability of the Members is Limited.

 

We the following persons, whose names and addresses are subscribed, below are desirous of being formed into a Company in pursuance of this Memorandum of Association and respectively agree to take the number of shares in the Capital of the Company set opposite our respective names.

 

 

No.	Name of the Subscribers and Occupation	Address	No.of Shares	Witness
1.	Ram Gopal Sharma S/o.Paras Ram Sharma (Business)	120/543, Shivaji Nagar, Kanpur	One
2.	Anguri Rani Sharma W/o.Paras Ram Sharma (Business)	120/543, Shivaji Nagar, Kanpur	One
3.	Padam Kumar Jain S/o.Late Bhog Chand Jain (Business)	26/64, Birhana Road, Kanpur	One
4.	Chandra Nath Tewari S/o.Bishwambhar Nath Tewari (Service)	125/32-L, Govind Nagar, Kanpur	One
5.	Shri Kant Bajpai S/o.Ganga Mangal Bajpai (Service)	106/388, P.Road Kanpur	One
6.	Surendra Singh Jain S/o.Late Jyoti Prasad Jain (Service)	181-A, Block – N, Kidwai Nagar Kanpur	One
7.	Brijendra Kumar Garg S/o.Chottey Lal Garg (Service)	106/155-A, Ram Park, Gandhi Nagar, Kanpur	One
	Dated the 8th day of October, 1979.