THE COMPANIES ACT, 1956 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ELECTRONIC PAYMENT AND SERVICES PRIVATE LIMITED

Transcription

1 THE COMPANIES ACT, 1956 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ELECTRONIC PAYMENT AND SERVICES PRIVATE LIMITED I. The name of the Company is ELECTRONIC PAYMENT AND SERVICES PRIVATE LIMITED II. III. The Registered Office of the Company will be situated in the state of Maharashtra within the jurisdiction of Registrar of Companies Maharashtra a Mumbai The Objects for which the Company is established are: A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION IS: 1. To carry on the business of adopting advance technological tools as well as modern enterprise management mechanism, and to establish and help organizations, banks and financial institutions and their customers alike to conduct transactions electronically through secure electronic channels including cards and other devices, so as to realize the full potential of technology and services and further the development of India s Payments system industry. It would include: i. To provide payment technology solution and services for retail /wholesale banking needs for banking institutions ii. To carry out the business of banking and retail terminals (Automatic Teller Machines or ATM/ Point of Sale or PoS) that includes owning and operating and/or maintenance of ATMs/PoS iii. To provide payment services for new generation customers by innovative means 2. To establish and carry on in India/abroad the business of providing software application, data management, payment and/or transaction related services to any person, entity, firm, company, bank or body corporate including developing, improving, designing, marketing, distributing or licensing software and programmed products and hardware and other infrastructure and facilities / services that aid the process of (without limitation) electronic data interchange, transaction initiation, processing, clearing or settlement services by physical or electronic means, whether by using computers, automated machines network, mobile devices or by any other modes of communication in financial and other products or services. 1

2 *3. To carry on business of Pre paid instruments(ppi) payment instruments, offer semi closed wallet that facilitate purchase of goods and services against the value stored on such instruments * Added in Extra Ordinary General meeting held on 25 th March 2016 *4. To carry on business of internet payment gateway of all kinds as an application service provider/third party processors including bill payment and operating as Bharat Bill Payment System Operating Units (BBPOUs) under the Bharat Bill Payment System (BBPS), Immediate Payment Service (IMPS) which is an electronic funds transfer systems of India to transfer money instantly within banks across India through mobile,internet and ATM, Unified Payment Gateway License to send and receive money from smartphones without entering bank account details to various banks, financials institutions and other vertical Industries. * Added in Extra Ordinary General meeting held on 25 th March 2016 B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS OF THE COMPANY. 5. To establish and run a technology infrastructure services for customers for electronic payments, to provide advance electronic payment technologies and specialized services related to electronic payments and services, conduct technological innovation for electronic payments, to manage and operate EPS(Electronic Payment and Services) brand,to help formulate operational regulations and technical standers for electronic payment transactions, with the all stake holders within the laws of the land, to organize training courses and seminars for the payment industry in India, improve international exchange and to conduct research and advisory services. 6. To provide payment processing and related services such as PoS outsourcing, remittance, cardprocessing, etc. 7. To do all business of Web Hosting, Domain Registration, Search engine optimization, marketing, Customized web designing, Software development and solutions, Payment gateway solutions, E-Commerce and to act as complete online payment solution Provider to enable the Merchants to accept payments from their customers on their website via credit cards, to facilitate online transaction safely. To provide solutions in area of online transaction fraud detection and risk mitigation, Web based interface and provide all related services. 8. To, purchase, take on lease or tenancy or in exchange, hire, take options over or otherwise acquire any estate or interest, whatsoever and to hold, develop, work cultivate, deal with and turn to account, concessions, grants, decrees, licenses, privileges, claims, options, leases, property, real or personal or rights or powers of any kind which may appear to be necessary or convenient for the business of the Company. 9.To act as consultant, market research consultants, business transfer agents relating to web Hosting, Domain Registration, Search engine optimization, marketing, Customized web designing, Software development & solutions, Payment gateway solutions, E-Commerce and to act as intermediaries in the introduction of sellers, purchasers, partners and employers. Import and Export, Electronic Money Transfer. 2

3 10. To seek for and secure openings for the employment of capital in India and elsewhere, and with a view thereto to prospect, inquire, examine, explore and test and to dispatch and employ expeditions, commissioners, experts and other agents for business of the Company. 11. To open account or accounts either current or overdraft with any bank or banks, persons or company and to endorse cheques and operate such accounts as may be required for any of the objects or purposes of the Company. 12. To sell, improve, manage, develop, lease, mortgage, dispose of, turn to account, or otherwise deal with all or any part of the property and rights of the Company. 13.To guarantee or become liable for the payment of money or for the performance of any obligations and to transact business connected or ancillary to main objects. 14.To draw, make, endorse, execute, issue, discount buy, sell, and deal in all kinds of financial documents like commercial paper, bills of exchange, promissory notes, hundies, bills of lading, warrants, coupons, import entitlements and other negotiable or transferable securities or documents, in course of Company s business. 15.To apply for recognition as Export House, apply for import entitlements, export incentives, draw-backs and exercise such other rights and privileges of an import export undertaking. 16.Subject to the provisions of Section 58A, other than public deposits 292 and 293 of the Companies Act, 1956 and the regulations made there under and the directions issued by the Reserve Bank of India, to receive money on deposit or loan and borrow or raise money in such manner as the Company shall think fit, and in particular by 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 assets of the Company (both present or 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 of any obligation undertaken by the Company. 17. To acquire, purchase, start, run, erect, maintain, buy, sell or dispose of building, factories, machine shops, workshops, foundries, mills, equipments, machinery, plant, components, accessories, spares, tools, raw materials, industrial undertakings, warehouses, godowns, shops, departmental stores, offices, cellers, vaults, wagons, power stations, gas works, water-works, water tanks, bridges, staff and workers quarters, roads, ways, sidings, bridges and other works and conveniences which may seem directly or indirectly conducive to any of the objects of the company and to contribute subsidies or otherwise and by taking part in any such operations and/or required for the continous process for any of the plant required for the continuous process for the company land, 18.To sell or dispose of the undertaking of the Company take part thereof in such manner and for such consideration of the Company may think fit and in particular for shares fully or partly paid up, debenture-stock or securities of any Company having similar objects. 19.To acquire and take over the whole or any part of the business, property and liabilities of any person or persons, firm or corporation carrying on any business which this Company 3

4 is authorized to carry on or possessed of any property or rights suitable for the purposes of the Company and to carry on or liquidate and wind up such business. 4

5 20.To acquire by purchase, lease or otherwise land, buildings and hereditaments of any tenure or description situate in any place in India or elsewhere and any estate or interest therein, any right over or connected with land so situate and turn the same to account as may seem expedient and in particular by preparing building sites and by constructing, altering, improving, decorating, furnishing, and maintaining the same to achieve the above objects. 21.To acquire from any person, firm or body corporate whether in India or elsewhere, technical information, know-how process, engineering, manufacturing and operating data, plans, lay outs and blue prints useful for the design, erection and operations of plant required for any of the business of the Company and to acquire any grant or license and other rights and benefits in the foregoing matters and things, cases and other cash or any other assets, as may be thought fit. 22.To apply for, purchase or otherwise acquire any patents, brevets, d invention, licenses, concessions, and the like conferring an exclusive, non-exclusive or limited rights to use any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company land to use, exercise, develop or grant licenses in respect of or otherwise turn to account the property rights and information so required. 23.To pay all costs, charges and expenses incurred or sustained in or about the promotion, incorporation and establishment of the Company, or which the Company shall consider to be preliminary out of the funds of the Company. 24.To enter into contracts of every description in connection with the business of the Company. 25.To purchase, take on lease hire and otherwise however acquire any immovable or movable property, patents, licenses, rights and privileges which the Company may think necessary or convenient for the purposes of its business and in particular any land, tenements, buildings and easements and to pay for same either in cash or in share or securities and to sell, let, lease or underlease or otherwise dispose of or grant rights over any immovable property belonging to the company. Nothing herein contained shall authorise the Company to deal in immovable properties. 26.To purchase or otherwise acquire, erect, maintain or reconstruct any buildings, offices, found necessary or convenient for the purpose of the Company. 27.To undertake any advisory, accountancy, technical and management consultancy or similar work and to take part in supervision or control of the business or operation of any other Company having similar objects or undertaking in which the company is interested to achieve objects of the Company. 28.To amalgamate with any other Company whose objects are or include objects similar to those of this Company whether by sale or purchase (for fully or partly paid up shares or otherwise) of the undertaking, subject to the liabilities of this or any such other Company as aforesaid with or without winding up or by sale or purchase (for fully or partly paid up shares or otherwise) of all or a controlling interest in the shares or stock of this or any other company as aforesaid or in any other manner as permissible under the Companies act, 1956, the Monopolies and Restrictive Trade Practice act, and such other legislation. 5

6 29.To enter into any joint venture, any arrangement, for sharing profits and losses, union of interest, joint ventures, reciprocal concession or otherwise with any person or persons, firm or concern or corporation carrying on or engaged in or about to carry on or engage in any business or enterprise which this Company is authorized to carry on and to take or otherwise acquire and hold shares or stock in or securities of and to subsidize or otherwise assist any such Company and to sell, hold reissue with or without guarantee or otherwise deal with such shares, stock or securities. 30.To lend money to such persons and on such terms as may be expedient and in particular to customers and others having including with the Company and to give any guarantee or indemnity as may seem expedient but not to do any banking business of described in Banking Regulation Act, To invest and deal with the moneys of the Company not immediately required in shares, stock, bonds, debentures, obligations or other securities of any Company or association or in Government securities or in deposit with Banks or in any other investments or commodities or in any other manner as may from time to time be determined. 32.To promote any Company or companies for the purpose of acquiring all or any of the properties, rights and liabilities of this Company having similar business. 33.To enter into any arrangements with any Government or authorities, Municipal, Local or otherwise that may seem conducive to the Company s activities or any of them and to obtain from any such Government or authority any rights, privileges and concessions which the Company may think it desirable or expedient to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions 34.To acquire, establish and provide or otherwise arrange for transport of any kinds for the purpose of the business of the Company. 35.To sell or dispose of for cash or on credit or to contract for the sale and future delivery of, or to send for sale to any part of India or else where, products or produce whatsoever of the Company. 36.To procure the recognition of the Company under the laws or regulations of any other country and to do all acts necessary for carrying on any business or activity of the Company in any foreign country. 37.To create any depreciation fund, reserve fund, sinking fund, insurance fund, whether for depreciation or for repairing, importing, extending or maintaining any of the property of the Company or for redemption of debentures or redeemable preference shares or for any other purpose whatsoever conducive to the interest of the Company. 6

7 38.To insure any of the properties, undertaking, contracts, guarantees, or obligations of the Company of every nature and kind in any manner whatsoever. 39.Upon any issue of shares, debentures or other securities of the Company, to employ brokers, commission agents and underwriters, and to provide the remuneration of such persons for their services by payment in cash, or in by the issue of shares, debentures or other securities of the Company, or by the granting of options to take the same, or in any other manner allowed by law. 40.To establish and maintain local registers, agencies and branches, places of business and procure the Company to be registered or recognized and carry on business in any part of the world. 41.To adopt such means of making known the business of the Company as may seem expedient or convenient and in particular by advertising in the press, by circulars by purchase and exhibition of works of art or interest, by publications of books and periodicals by granting prizes, awards and donations. 42. To undertake and execute any trusts the undertaking whereof may seem desirable or expedient and either gratuitously or otherwise. 43.To provide for the welfare of Directors or persons in the employment of the Company or formerly engaged in any business acquired by the Company and the wives, widows and families or dependents of such person by grants of moneys, pensions or other payments and by establishing and supporting or aiding in the establishment and support of institutions, funds, trusts, conveniences and providing or subscribing towards places of instructions and recreation and hospitals, dispensaries, medical, and other attendances and other assistance, as the Company shall think fit and to form, subscribe to otherwise aid benevolent, religious scientific, national, social, public or other institutions or objects, or any exhibitions which shall have institutions or objects, or any exhibitions which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operation or otherwise. 44. From time to time to subscribe, contribute or otherwise to assist or guarantee money for any national, charitable benevolent or public objects of public character or to Social, Cultural or economic organizations, or for any social purposes the support of which will in the opinion of the Company, tend to increase its repute or popularity among its employees, its customers or the public. 45. To establish, provide, maintain and conduct or otherwise subsidise research laboratories and experimental workshops for scientific and technical, research and experiments, to undertake and carry on scientific and technical researches, experimental and test of all kinds, to promote studies and researches, both scientific and technical, investigations and inventions, by providing, subsidizing and endowing or assisting laboratories, workshops, libraries, lecturers, meetings and conferences and by providing or contributing to the remunerations of scientific or technical professors or teachers and by providing or contributing to the award of scholarships, 7

8 prizes, grants to students and/or employees or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, test and inventions of any kind that may be considered likely to assist any business which the Company is authorized to carry on. 46. 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 scientific, research, trade, industry or commerce generally and particularly with the business and activities of the Company including any association, institution, or fund for the protection of the interests of masters, owners, and employers against loss by bad debts, accidents, or otherwise. 47.To aid pecuniary or otherwise, any association, body or movement having for an object the solution, settlement of industrial or labour problems or troubles or the promotion of industry or trade or social economical justice. 48.To establish, maintain and conduct training schools, courses and programs in connection with the sale, installation, use, maintenance, improvement or repair, of machine apparatus, appliances, or products and of articles, required in the use thereof or used in connection therewith by the Company. 49. To take or concur in taking all such steps and proceedings as may seem best calculated to uphold and support the credit of the Company and to obtain and justify public confidence and to avert or minimise financial or other disturbances which might affect the company. OTHER OBJECTS: NIL IV) The Liability of the members is limited. V (a) The Authorised Share Capital of the company is 7,00,00,000 (Rupees Seven Crores Only) consisting of 13,00,000 ( Thirteen lacs ) Equity shares having a face value of Rs.10/- (Rupees Ten Only) each,700,000 ( Seven lacs ) Compulsory convertible preference Shares of Rs 10/-(Rupees Ten Only) each and 50,00,000 (Fifty lacs) Series C Compulsory convertible preference Shares having a face value of Rs. 10/- ( Rupees Ten Only ) (b) The paid up Capital of the Company shall be minimum of Rs.1,00,000/-(One Lac only)

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