THE COMPANIES ACT, 1956)
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
ABC SHIPPING AND LOGISTIC LIMITED
(I) The Name of the
Company is ABC SHIPPING AND LOGISTIC LIMITED.
(II) The Registered
Office of the Company will be situated in the National Capital Territory
of Delhi.
(III) The objects for which the Company is established
are:
(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY
ON ITS INCORPORATION ARE:-
1.
To establish, organize, manage, run, charter, conduct,
contract, develop, handle, own, operate and to do business as fleet carriers,
transporters, in all its branches on land, air, water, & space, for
transporting goods, in all modes including bulk and containers, articles, or
things or heavy and over dimensional cargo, on all routes and lines on National
and International level subject to law in force through all sorts of carries
like trucks, lorries, trawlers, dumpers, coaches, tankers, tractors, haulers,
jeeps, trailers, motor buses, omnibuses, motor taxies, railways, tramways,
aircrafts, hovercrafts, rockers, space shuttles, ships, vessels, boats, barges
and so on whether propelled by petrol, diesel, electricity, steam oil, atomic
power or any other form of power. To establish, organize, manage, run, charter,
conduct, contract, develop, handle, own operate material Handling equipments.
2.
To carry on the business of clearing and forwarding
agents, courier and cargo handlers, handling and haulage contractors,
warehousemen, common carriers by land, rail, water and air, container agents,
to handle goods and passengers within the country and outside and to carry on
the business of tour and travel operators and to act as customs agents,
wharfingers, landing agents, stevedores and longshoremen. To carry on the
business of providing Logistics Services, material management, transportation,
warehousing distribution and marketing of goods and to provide storage and
protection of goods against rain, fire and other natural or manmade calamities
3.
To act as representative, Agent, Sub Agent, Commission
Agent of Indian and foreign Companies, Firms, persons, states and other bodies
Corporates and to represent them before the different authorities Corporates
and bodies and to act as their Sales, purchase representatives and to render
services to them for transporting warehousing, distributing, and maintaining
all types of goods and Equipments in good conditions supplied by the
Principals.
4.
To carry on Agency business including that of freight
agents, steamer agents, chartering agents, clearing and forwarding agents,
commission agents and bunkering agents and to work as Ship Broker and
Charterers
(B) THE
OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE:-
1.
To acquire by purchase, exchange or otherwise any
movable or immovable property any rights or privileges which the Company may
deem necessary or convenient for the purpose of its main business.
2.
To enter into partnership or into any arrangement for
sharing profits, union of interest, Joint venture, reciprocal concession or
co-operation with persons or Companies carrying on or engaged in the main
business or transaction of this Company.
3.
To import, change, alter, improve and manipulate in all
kinds of plants, machinery apparatus, tools and things necessary or convenient
for carrying on the main business of the Company.
4.
To vest any movable property, rights or interests
required by or received or belonging to the Company in any person or Company on
behalf of or for the benefits of the Company and with or without any declared trust
in favor of the Company.
5.
To purchase or otherwise acquire, build, carry out,
equip, maintain, alter, improve, develop, manage, work, control and superintend
any plats, warehouse, sheds, office, shops stores, buildings, machinery,
apparatus, labour lines and houses, warehouses, and such other works and
conveniences necessary for carrying on the main business of the Company.
6.
To undertake or promote scientific research relating to
the main business or class of business of the Company.
7.
To acquire and take over the whole or any part of the business,
goodwill, trade-marks properties and liabilities of any person or persons, firm,
Companies or undertakings either existing or new, engaged in or carrying on or
proposing to carry on business, this Company is authorised to carry on
possession of any property of rights suitable for the purpose of the Company
and to pay for the same either in cash or in shares of partly in cash and
partly in shares or otherwise.
8.
To negotiate and enter into agreements and contracts
with Indian and foreign individuals, Companies, corporations and such other
organizations for technical financial or any
other such assistance for carrying out ail or any of the main objects of the
Company or for the purpose of activity research and development of
manufacturing projects on the basis of know-how, financial participation or
technical collaboration and acquire necessary formulas and patent rights for
furthering the main objects of the Company.
9.
Subject to Sections 391 to 394 & 394A of the Act,
amalgamate with any other Company of which all or any of their objects Companies
having similar to the objects of the Company in any manner whether with or
without the liquidation.
10.
Subject to any law for the time being in force, to
undertake or take part in the formation supervision or control of the business
or operations of any person, firm, body corporate association undertaking
carrying on the main business of the Company.
11.
To apply for obtain, purchase or otherwise acquire and
prolong and renew any patents, patent-rights, brevets, inventions, processes
scientific technical or other assistance manufacturing processes know and other
incarnation, designs, patterns, copyrights, trade mark, licenses concessions
and the like rights or benefits, conferring an exclusive or non exclusive or
limited or unlimited rights or use hereof, which may seem capable of being used
for or in connection with the main objects of the Company of the acquisition or use of which may seem
calculate directly to benefit the Company on payment of any free royalty or
other consideration and to use, exercise of develop the same under or grant
licenses in respect thereof of otherwise deal with same and to spend money in experimenting
upon testing or improving any such patents, inventions, right or concessions.
12.
To apply for and obtain any order under any Act or Legislature,
Charter, Privilege license or authorization of any Government, State or other
Authority for enabling the Company to
carry on any of its main objects into effect or for extending any of the powers
of the Company or for effecting and modification of the constitution of the
Company or for any other such purpose which may seem expedient and to oppose;
any precluding or applications which may seem expedient or calculated directly
or indirectly to prejudice the interest of the Company.
13.
To enter into any arrangements with any Government or
Authorities or any persons or Companies that may seem conducive to the main
objects of the Company or any of them and to obtain from any such Government,
authority, person or Company any rights, charters contracts, licenses and
concessions which the Company may think desirable to obtain and to carry out,
exercise and comply therewith.
14.
To procure the Company to be registered or recognized
in or under the laws of any place outside India and to do all act necessary for
carrying on in any foreign country for the business or profession of the
15.
To draw, make, accept discount, execute and issue bills
of exchanges, promissory notes, bills of lading, warrants, debentures and such
other negotiable or transferable instruments, of all types or securities and to
open Accounts of any type and to operate the same in he ordinary course of the
Company.
16.
Subject to section 58-A and 292, 293,295 & 372A of
the Act and the Regulations made there under and the Directions issued by the RBI
to receive money on loan and borrow or raise money in such manner and at such
time or time as the Company thinks fit and in particular by the issue of
debentures, debentures, stock, perpetual or otherwise and to secure the
repayment of any money borrowed, raised or owing by mortgage, charge or lien
upon all or any of the properties or assets a revenue and profits o 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 other
person or Company of any obligation undertaken by the Company or Company to
give he lenders the power to sale and such other expedient and purchase, redeem
or pay off any such securities.
17.
To undertake and execute any busts, the undertaking of
which may seem to the Company desirable, either gratuitously or otherwise.
18.
To establish, or promote or concur in establishing or
promote any Company for the purpose of acquiring all or any of the properties,
rights and liabilities of the Company.
19.
To sell, mortgage, exchange, grant licenses and other
rights improve, manage, develop and dispose of undertakings, properties, assets
and effects of the Company or any part thereof for such consideration a may be
expedient and in particular for any shares, stocks, debentures of other
securities of any other such Company having main objects altogether or in part
similar to those of the Company.
20.
Subject to the Provisions of Section 100 to 105 of Act,
to distribute among the members in specie or otherwise any property of the
Company or any proceeds of sale or disposal of any property of the Company in
the event of winding up.
21.
To distribute as dividend or bonus among the member or
to place to reserve or otherwise to apply, as the Company may, from time to
time, determine any money received by way of premium on debentures issued at a
premium by the Company and any money received in respect of forfeited shares,
money arising from the sale by the Company of forfeited shares, subject to
provisions of Sec. 78 of the Companies Act, 1956.
22.
To employ agents or experts to Investigate end examine
into the condition, prospects, value, character and circumstances of any
business concern an undertakings and generally of any assets, properties or
rights which the Company propose to acquire.
23.
To accept gifts, bequests, devisers or donations of any
movable or immovable property or any right or interests therein from members or
others.
24.
To create any reserve fund, sinking fund, or any other
such special funds whether for depreciation, repairing, improving, research,
extending or maintaining any of the properties of the Company or for any other
such purpose conducive to the interest of the Company.
25.
Subject to the provisions of Section 292, 283, 293-A 8
293-8 of the Companies Act, 1956 to subscribe contribute, gift or donate any
money, rights or assets for any national educational, religious, charitable,
scientific, public, general w usual objects or to make gifts or donations of
money or such other assets to any institutions, clubs, societies, associations,
trust, scientific research associations, funds, universities, college or any
Individual, body of Individuals or bodies corporate.
26.
To establish and maintain or procure the establishment
and maintenance of any contributory or non-contributory pensions or
superannuation, provident or gratuity funds, for the benefit of and give or
procure the giving of the donations, gratuities, pensions, allowances, bonuses
or emoluments of any perms who are or were at anytime in the employment or
service of the Company or any Company which is a subsidiary of the Company or
is allied to or associated with the Company or with any ouch subsidiary Company
or who are or went at any lime Directors or officers of he Company or any other
Company as aforesaid and the wives,
widows, families and dependants of any such persons and also to establish and
subsidies and subscribe to any institutions, associations, club or funds calceolate
to be for the benefit of or advance aforesaid and made payments to or towards
the aforesaid and to do any of the matters aforesaid, either alone or in
conjunction with any such other Company as aforesaid.
27.
To establish for any of the main object of the Company,
branches or to establish any firm or firms at paces in or outside India as the
Company may deem expedient.
28.
To pay for any property or rights acquired by or for
any services rendered to the Company and in particular to remunerate any
persons, firm or Company introducing business to the Company either in cash or
fully or partly-paid up shares with or without preferred deferred rights in
respect of dividend or repayment of capital or otherwise or by any securities
which the Company has power to issue or by the grant of any rights or options
or partly in one mode and partly in another and generally on such terms and the
Company may determine, Subject to the provisions of section 314 of Act.
29.
To pay out of the funds of the Company all costs,
charges and expenses of and incidental to the formation and registration of the
Company and any Company promoted by the Company and also all costs, charges, duties,
impositions and expenses of and expenses and incidental to the acquisition by
the Company of any property or assets.
30.
To send out to foreign countries, its directors,
employees or any other person or persons for investigation possibilities of
main business or trade procuring and buying any machinery or establishing trade
and business connections or for promoting the interest of the Company and to
pay ail expenses incurred in this connection.
31.
To compensate for loss of office of any Managing
Director or Directors or other officers of the Company
within the limitations prescribed under the Companies Act, 1956 or such other
status or rule having the force of law and to make payments to any persons
whose office of employment or duties may be determined by virtue of any
transaction in which the Company is engaged.
32.
To agree to refer to arbitration any dispute, present
or future between the Company & any other Company, firm, individual or any
other body and to submit the same to arbitration in India or abroad either in
accordance with Indian or any foreign system of law.
33.
To appoint agents, sub-agents, dealers, managers canvassers,
sales representatives or salesmen for transacting ail or any kind of the main
business of which this Company is authorized to carry on and to constitute
agencies of the Company in India or in any other country and establish depots
and agencies in different parts of the work.
(C) THE OTHER OBJECTS ARE:
1.
To carry on the business of software development and
computer designing, job works, customization and also to provide technical
services, training consultancy relate to hardware & software, information
technology, to undertake computer related job as internet, communication
network e-commerce, web hosting, maintenance of web-sites, web-site designing
development or portals, multimedia to carry all kind of business in India or
abroad related to information and technology, computer related assignment WAP
Application development franchising and placement consultant.
2.
To carry on the business of advertising and publicity
agency of providing to advertiser complete range of advertising services on
network and all mass media like radio, televisions, cinema, video, hoardings,
newspapers, magazines and firms and to carry on the business of providing
advertising consultancy and professional market research including public
relations.
3.
To any on the business as manufacturers, traders,
importers and exporters of and dealers in aluminum utensils, steel utensils and
all other such types of utensils and kitchen requisites of all types.
4.
To carry on business by whole sale or retail, or
otherwise of interior decorators and furnishers, upholsters, and dealers in and
repairs, cleaners, stores and whorehouse of furniture, carpets, linoleums
furnishing fabrics.
5.
To carry on the business as brewers distillers,
bottlers, canners preservers, coopers dehydrators, molesters and merchants of
and dealers in fruits, herbs, vegetables, plants and liquors by products there
from, where intoxicating or not tonics vitamin beverages, flavored drinks,
nectar, punch aerated waters and drinks whether soft or otherwise.
6.
To act as cargo agents, travel agents, ship broken,
charter party contractors, ship agents, packing forwarding and clearing agency
salvers, wreck removers wreck raisers, auctioneers inspectors and observers of
quality control customhouse agents, commission agents and general sales agents
for any of the air lines steam-ship Companies, railway and transport Companies
or any such person.
7.
To any on the business of cold storage of fruits,
vegetable seeds, fish, meat, agricultural products, milk, dairy product and
such other perishable items of all types.
8.
To carry on the business of production, distribution or
exhibition of films and motion pictures and the running of theaters, cinemas,
studies and cinematographic show and exhibitions.
9.
To manufacture, assemble, buy, sell, import, export,
trade service and deal in all kinds of Audio, Video Cassettes Compact Discs,
and Compact Discs recorders.
10.
To cultivate, grow, produce or deal in tea, coffee and
any agricultural, vegetable or b I t products and to carry on all or any of the
businesses of farmers, dairyman, milk contracts, dairy farmers, millers,
purveyors and vendors of milk and milk products, condensed milk and powdered
milk, cream cheese, butter, poultry fruits, vegetables, cash crops and
provisions of all kinds.
11.
To carry on the business of manufacturers of or dealers
in pulp and paper of ail kinds and articles made form paper and pulp such as
card boards and wall and ceiling papers and packaging cartons and newspapers
and newsprint.
12.
To carry on the business of purchase a sale of
petroleum products, to act as dealers and distributors for petroleum Companies,
to run service stations for the repair and servicing of automobiles and to
manufacture or deals in fuel oils, cutting oils and greases.
13.
To carry on business of iron-founders, makers of scientific,
industrial and surgical instruments, mechanical engineers and manufacturers of
agricultural implements and other machinery, steel casting and forgings and
malleable iron and steel castings, tools makers, brass founders, metal works,
boiler makers mill weights, machinists, iron and steal converters, smiths,
builders, painters, metallurgists, electrical engineers, water, supply
engineers, gas makers, farmers, printers, carries and merchants and to buy,
sell, manufacture, repair convert after,
and deal in machinery, implements and rolling stock.
14.
To carry on the business of hoteliers, moteliers,
restaurant owners, refreshments, room proprietors,
refreshment contractors and own run garages, shops, stores, godowns, bares, refreshment
rooms, cafeterias, discotheques, restaurants and places for sale, custody
bailment.
15.
To carry on the business of manufacturing and dealing, in
assembling, buying, selling, reselling, exchanging, altering repairing,
importing, exporting, lettings, distributing, or dealing in motor-cars, motor
cycles, scooters, motor buses, motor lories, motor vans, trucks, locomotive
engines, trains and all other road and rail conveyances, ships, boats, barges,
launches, steamers and other vessels aero planes, aero engines, flying boats,
hydroplanes, and aircrafts and aerial conveyances of every description, and
kind for transport or conveyance of passengers, merchandise or goods of description,
whether propelled or moved or assisted by means of petrol, spirit electricity,
steam, oil vapour, gas petroleum mechanical animal or any other such motive
power of all types.
16.
To carry business of manufacturing, dying, coloring,
spinning, weaving, buying selling, importing, exporting or otherwise dealing in
all fabrics and other fibrous substances and preparations and manufacturers of
and dealers in cotton, silk, woolen linen, hemp jute, textiles manufactured
from such yarn, rayon, nylon, artificial silk and such other yarn and all kinds
of woven synthetic blended textiles manufactured from such yarn.
17.
To carry on the business manufacturing of and industrial
machinery bearings, speed reduction units, pumps, machine tools agricultural
machinery and earth ,moving machinery including mad rollers, bull-dozers,
dumpers scrapers loaders shovels and brag lines and light engineering, goods
such as cycle and sewing machines.
18.
To carry on the business of manufacturers of or dealers
in ferrous or non-ferrous metals iron & steel aluminum, brass, tin, nickel,
special, steel and their products.
19.
To carry on the business as manufacturers, stockiest,
importers and exporters of and dealers in bolts, nails, hooks and such other
hardware items of all types.
20.
To carry on business as manufactures, stockiest,
importers and exporters and dealer in forging, castings, stampings, of all
metals, machinery parts, moulds, press tool& jigs, fixtures, and
compression molding steel products and automobile parts.
21.
To carry on business as manufacturers stockiest,
importers, exporters and repairers of and dealers in all kinds of electrical
and electronic goods.
22.
To carry on business as manufacturers, stockiest,
importers and exporters and dealers In wearable and un-wearable fabrics, high
density polyethylene and polypropylene, woven snacks and tarpaulins.
23.
To carry on business as manufacturers of and dealers in
and as stockiest, importers, and exporters of packing material, jointing and
betting materials, asbestos materials and fibers, insulation n material and welding fluxes, cartons, containers,
boxes and cases made of paper, boards, wood glass, plastic, pulp, cellulose
films, polythene, rubber, metals, metal foils gelatin, tine, flexible, treated
and laminated of other materials.
24.
To carry on business as manufacturers of and dealers in
as stockiest, importers and exporters of bottles, jars, fib rite boxes
corrugated containers aluminum and all types wooden drums pacing cases, rods,
wires, ropes, strips, conductors, equipment required for generation,
distribution and transmission of electric energy, cables, motors, fans, lamps, batteries and accumulators.
25.
To carry on the business of manufacturers, traders,
supplies of all kinds of confectionery items and food such as jams, syrups,
namkeens, toffee, chocolates, biscuits, sweets, wafers, corn flakes, saunf
& spices.
26.
To Carry on the traders and business of meal
manufacturers, dealers in consumable stores and provisions of all kinds' foods
stuffs, grains flour, seeds folder, care oils, corn, wheat, wheat products,
stores, vegetable oils ghee and vanaspati products.
27.
To set up a tanners and to carry on the business as
manufacturers of and dealers in and importers and exporters of leather and raw
hides and skin.
28.
To carry on the business as manufacturers of and
dealers in or as stockiest, importers, and exports of plastics, synthetic
resins, natural resins, polymer products and chemicals required for the
manufacture, processing and fabrication of plastic and similar other such
products, tubes, pipers, sheets films whether extruded casted, formed or
foamed.
29.
To purchase, hold and acquire mains, mining mining fights, mining claims and
metalliferrous lands and explore work, exercise, develop and turn to account
all sorts of major and major minor minerals and all kinds of mineral and sub
roil materials and to crush, win sat, quarry, smelt, calcite, refine, dress,
amalgamate, manipulate end prepare for marked ores metals and mineral
substances of all kinds and to carry on metallurgical operations in all its
branches and to prepare, process, manufacture assemble, fabricate, cast fit,
press machine, treat, weld, harden, plate, tamper, anneal any kind of metals
and consequential products.
30.
To produce, manufacturer, trade deal in all dispose of
alkalis, dyes, chemicals, acid, gases, compounds, fertilizers, chemical,
products of every nature and description, intermediates, derivatives, all types
of flotation regents wetting agents, insecticides, fumigates, dyestuffs,
catalytic agents,. Direct colors, basic colures pigments drug, biological,
Pharmaceuticals, serums, vitamin products hormones and products, derived form
phosphate mines, limestone quarries, vitamin products hormones and products, derived
form phosphate mines, limestone quarries, oxide mines, petroleum, natural gas
useful of suitable in the manufacture of chemicals and chemical product an to
undertake the business of spraying or of pesticides.
31.
To canyon business as Importers, exporters, trader's
buyers, selling, retailers, wholesalers. suppliers,
indentures, filing, refilling, movers, preservers, stockiest, agents, sub-agents,
merchants, distributors, consignors, jobbers, brokers and manufacturer of
otherwise deal in ail kinds of gases for industrial, commercial and domestic
use.
32.
To caw on business as importers, traders, buyers,
sellers, retailers, wholesalers, suppliers, indentures, packers movers
preservers stockings, agent, sub-agents, merchants, distributors, consignors,
jobbers, broken, concessionaires or otherwise to deal in all kinds of herbal
items whether in synthetic, medicated, natural, ayurvedic, allopathic, homeopathic
form or in any other form, cosmetic items, health caring goods, body caring
goods, skin caring goods, hair caring goods including shampoos, creams, shower gels,
hair oil, hair removers, formulations of all types powers kajals, lipsticks,
soaps whether in liquid form.
33.
To run, own, manage, consultants, administer,
Diagnostic, Nursing homes, scan centers, Urology and Maternity centers,
hospital clinical dispensaries, child welfare and family planning centers,
clinical pathological testing laboratories.
34.
To manufacture, buy, Sell, import, export, alter,
improve, manipulate, prepare for, market exchange, install, repair service, and
deal in all kinds of surgical X-ray unit, E-ray equipment, telecommunication
machines, business intercoms, teleprinters dictating and recording machines
broad casting apparatuses loud-speakers, radios, auto-radio reverberators,
tape-players, cassette tapes, head phones stereo complex speakers, radii
control equipments cameras, binoculars, microscopes, projectors, telescope, television
sets, refrigerators, coolers, radars, computers and spare parts.
34.
35.
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To procure or develop and supply technical know how for
the manufacture or processing the installation
of correction of machinery of plant in the working of mines oil wells or other
sources of mineral in carrying out any operations relating to agriculture
animal husbandry dairy or poultry-facing, forestry of fishery or rendering
serves In connection with the provision of such technical know-how.
36.
To deal in forex business such as money changing, foreign
exchange, export and import foreign currency Subject to approval of RBI and
other appropriate Authorities.
37.
To cap on the business as manufactures, traders,
Importers and exporters of and dealers in all kinds of carpets and floor
coverings, whether made of woolen, cotton, synthetic q such other fibers of
fibrous materials of all types.
38.
To carry on the business as traders, importers and
exporters of and dealers, in cotton and Jute, whether raw, semi-processed and
all kind of cotton and jute goods.
39.
To carry on the business as shares and stocks brokers
and to buy, self and deal in all kind of shares stocks, securities, bonds,
debentures, units and such other instruments of all types.
40.
To carry on the business of printers, publishers and
distributers of all types of books.
41.
To manufacture, by, sell, export, Import, process and
assemble and deal in lamps, lamp shades, electric lights, electric fittings,
glass items, handicrafts brass products all electric and electronic goods and
other decorative items and their component parts and accessories and lamp
shades made of fabrics, PVC laminated shades and fabrics.
42.
To carry on the business of public transporters and to
pay al types of commercial vehicles such as Trucks, Tempos, and pick up vans
for carrying goods or passengers anywhere in India.
43.
To carry on the business as importers, exports agents,
distributors, stockiest contractors, suppliers, dealers of any kind and to act
as manufactures, representatives agent brokers, commission agents and merchants
of commodities articles, products and merchants of any kind or nature.
44.
To undertake and transact all kind of agency business
and to carry on and promote any business commercial or otherwise under sound
principles and/or to act as distributors, agents underwriters, brokers, estate
agents, middleman, contract man representation and indenting agent on
commission allowance, as may be deemed fit in all commodities, merchandise and
such other allied articles/lines of business.
45.
To carry on the business of sale and purchase of
industrial plots, Sheds, Factory Buildings, constructions of commercial
property letting out of property, contractors for construction of building
roads.
46.
To act as security and fire safety consultants,
advisers, security contractors an to supply watch and ward staff, security
guards, body guards and to render services thereof to the Central Government
State Government Corporations, Municipalities, Companies, Commercial houses,
Trusts, Individuals and others.
47.
To carry on business of present, promote, produce,
organize, manage, conduct, represent event Management Programmer D.J. Disco,
Classical Programme and the live entertainment Programmers by hiring the
professional artist and carry on all the related activities on behalf of
sponsored Companies/firms/individuals for advertisement and entertainment
purposes.
48.
To carry on the business of immigration recruitment &
placement as professionals, executives, skilled, semi-skilled, un-skilled,
workers, labors 8 other technical personnel in India & abroad for those
seeking immigration.
(IV) The Liability
of the members is Limited.
(V) The Authorized Share Capital of the
Company is Rs. 5,00,000/- (Rupees Five Lakhs only) divided into 50,000 (Fifty
Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.
