MEMORANDUM OF ASSOCIATION
INCORPORATED UNDER THE COMPANIES ACT, 1956 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF U. P. STOCK EXCHANGE LIMITED
I. The name of the Company is 'U.P. Stock Exchange Limited’.
II. The Registered Office of the Company will be situated in the State of Uttar Pradesh.
III. The Objects for which the Company (hereinafter referred to as the Exchange) is established are :
A. MAIN OBJECTS :
(1) to organize and carry on the Stock Exchange and regulate that business of exchange of stocks and shares, debentures and debenture stocks, Government securities, bonds and equities of any description and with a view thereto, to establish and conduct Stock Exchange in Kanpur and/or elsewhere.(2) to acquire the trading membership of any other recognized Stock Exchange in India or abroad including trading membership of OTC Exchange of India to broad base the operations of the Stock Exchange for the benefit of the general public and investors at large through its trading member brokers provided no trading will be made by the Exchange on its own behalf.
(3) to promote one or more subsidiary company(ies) whether partly or wholly owned, with objects to promote and trade in Shares and Stocks, Debenture / Bonds and other securities of any description issued by Companies, Statutory Corporation, Government(s) of States or the Union Govt., Financial Institutions and the like and all other kind of Securities directly or through its trading members and to acquire the trading membership of one or more recognized Stock Exchange(s) in India or abroad.
B. The object incidental or ancillary to the attainment of the main object are :
(1) To facilitate the transactions of business on the Stock Exchange and to make rules, bye-law and regulations regulating the mode and conditions in and subject to which the business on the Stock Exchange shall be transacted and the conduct of the persons transacting the same and generally for the good order and control of trading members of the Exchange.(2) To establish just and equitable principles, to settle points or practice and to decide upon and question of business, usage or courtesy between or among trading members of the Exchange.
(3) To regulate and fix the scale of commission and/or brokerage to be charged by trading members of the Exchange.
(4) To protect the trading members of the Exchange against persons whose character or circumstances render them unworthy of credit.
(5) To decide all questions and disputes affecting the trading members of the Exchange in making, settling or closing of bargain and in their conduct towards each other or towards third parties and to punish such trading members as may be found guilty and with a view thereto, to appoint Arbitration Committee or sub-committee and to frame rules and bye-laws governing the principles and procedure to be followed by the Arbitration Committee or sub-committee and the parties to be proceedings before such committees.
(6) To purchase, take on lease or in exchange hire or otherwise acquire any movable or immovable property, land or building right or privilege which the Exchange may think necessary or convenient for the purpose of its objects and business.
(7) To sell, improve, manage, develop, exchange, lease or sublet, mortgage, dispose of, turn to account or otherwise deal with, all or any part of the property of the Exchange.
(8) To construct upon any premises acquired for the Exchange any buildings for the purposes of the Exchange and to alter, add to or remove any building upon such premises.
(9) To borrow or raise any money required for the purposes of the Exchange upon such terms and in such manner as may from time to time determined by the Board of Directors.
(10) To subscribe to, become a shareholder in, and co-operate with any other Company or Association whether incorporated or not, whose objects are altogether or in part similar to those of this Exchange or in any way helpful to this Exchange.
(11) To invest moneys of the Exchange not immediately required in such securities as may from time to time be determined.
(12) To remunerate any person or Company for services rendered or to be rendered in placing or assisting to place or generating the subscription of any shares, debentures, stocks or other securities of the Exchange.
(13) To undertake and execute any trust the undertaking of which may seem to the Exchange desirable.
(14) To appoint/establish a Clearing Corporation and to transfer the duties and functions of the existing clearing and settlement functions of the Clearing House to a Clearing Corporation, recognized under the SCRA, within two years of the ‘Due Date’ decided for the purpose of Demutualisation, subject to prior approval of SEBI.
(15) To publish or cause to be published any information relating to the Stock Exchange business, daily and weekly quotations, periodical reviews and Year Books for the guidance of the Trading Members and the general public.
(16) To draw, make, accept, endorse, discount, execute or issue promissory notes, bills of exchange, warrants, debentures and other negotiable or transferable
instruments.
(17) To create depreciation fund, reserve fund, sinking fund, insurance fund or any special or other fund for repairing, improving, extending or maintaining any of the property of the Exchange or for redemption of debentures or debentures stocks or bonds or any other purpose conducive to the interest of the Exchange.
(18) 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.
(19) To receive security deposits from the Trading Members of the Exchange in terms of the Articles of Association and rules and bye-laws of the Exchange.
(20) To amalgamate with any other Company having objects altogether or in part similar to those of this Exchange.
(21) To do all such other things as are incidental or conducive to the attainment of above objects or any of them.
C. OTHER OBJECTS :
(1) 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 like securities or in connection therewith and with a view thereto to provide 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 benefications.(2) To constitute Advisory Boards and Counsels for rendering advices and suggestions to companies or matters relating to technical know-how, administration and management;
(3) 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, 1956 or other law or Rule applicable.
(4) The liability of the Shareholders is Limited.
(5) The Authorised Share Capital of the Exchange is Rs.20,00,000/- (Rupees Twenty Lacs only) divided into 1000 (One Thousand) Equity Shares of Rs. 2,000/- (Rupees Two Thousand only) each.
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.
| Sl. No. |
Names, Addresses, Descriptions and Occupation of the Subscribers |
Number of Equity Shares taken by each Subscriber |
Signature of Subscriber |
Name, Address, Description & Occupation of Witness |
| 1. |
Ram Gopal Sharma S/o Paras Ram Sharma 120/543, Shivaji Nagar, Kanpur (Business) |
Dr. Arjun Dev Kapoor (Medical Practitioner) S/o.Mithan Lal Kapoor, 16/95, Mall Road, Kanpur – 208001 |
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| 2 |
Anguri Rani Sharma W/o Paras Ram Sharma 120/543, Shivaji Nagar, Kanpur (Business) |
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| 3. |
Padam Kumar Jain S/o Late Bhog Chand Jain 26/64, Birhana Road, Kanpur (Business) |
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| 4. |
Chandra Nath Tewari S/o Bishwambhar Nath Tewari 125/32-L,Govind Nagar, Kanpur (Service) |
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| 5. |
Shri Kant Bajpai S/o Ganga Mangal Bajpai 106/388, P.Road, Kanpur (Service) |
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| 6. |
Surendra Singh Jain S/o Late Jyoti Prasad Jain 181-A, Block-N, Kidwai Nagar Kanpur (Service) |
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| 7. |
Brijendra Kumar Garg S/o Chottey Lal Garg 106/155-A, Ram Park, Gandhi Nagar, Kanpur (Service) |
Dated the 8th day of October, 1979.