MEMORANDUM OF ASSOCIATION OF ZYLOG SYSTEMS LIMITED I The name of the Company is ZYLOG SYSTEMS LIMITED II The Registered Office of the Company will be situated in the State of Tamil Nadu 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 carry on the business as computer consultants, software engineers, programmers and analysts, to render all kinds of services and sell products related to information technology industry and to install and run telecommunications network for data interchange or for data transmission using computers whether by way of electronic mail facility, satellite transmission or otherwise. 2. To act as hardware engineers, dealers, manufacturers, suppliers, exporters and importers in all kinds of computers and all their peripherals including printers, hard disc drives, co- processors, chips, floppy diskette drives and floppy diskettes, and such other data storage, retrieval and management systems as may be available from time to time. 3. To install, establish and run communication network including chord less systems such as radio pagers, cellular telephones, mobile and or remote communication facilities of all kinds and for this purpose to manufacture, deal in, sell, import and export all telecommunication products and systems. 4. To establish and run coaching institutions, training facilities, research centers and libraries for imparting knowledge related to computer hardware, software, communication system and to publish magazines, journals and periodicals in such related topics. 5. To engage in business of producing interactive company multimedia productions including corporate presentations, training systems and corporate digital video productions, digital music production, filming and editing, creation of CD ROM titles for market sale, creation of multi media software for computerized applications as for example information kiosks, on line applications including the dealership activities. 6. To develop, implement, manufacture, convert, alter, modify, export, import, purchase, sell or lease, otherwise deal in software and hardware and to install or hire computer and allied data processing equipments and to run and to conduct bureau of complete services and in particular to develop design programmes, conduct feasibility study and to act as advisers, consultants in any capacity of all matters and problems relating to the management, marketing and processing systems, personnel, operational procedures and technique. 1
7. To carry on the business of rendering service of compilation storage and dissemination of all kinds of commercial, Industrial, Scientific, Technical, Statistical data and Data Processing through computers and Computer Networks, Computer Linked Telecommunication and other modes of electronic Communication in India and Abroad and to carry on the business as developers, manufacturers, importers, exporters, dealers, agents, in computer software, hardware, accessories and equipments for computers, telecommunication and entertainment electronics. 8. To carry on the business in and relation to research and development, manufacture, assembly, fitting up, repairing, converting, over hauling, maintaining, rendering service, buying, selling, importing, exporting, exchanging, altering, letting on hire, lease, improve and deal in apparatus, equipments, instruments, components required in computers, telecommunications and electronics engineering and to carry on the business as consultants in computers, telecommunication and electronics engineering, marketing, to establish, setup institutes, training centres for education and training in engineering, science and technology in India and Abroad 9. To enter into collaboration, tie up, joint ventures or promote subsidiary companies, act as agents in India and Abroad, for obtaining licence, patents, franchise, copy rights, technical know how, information, advice, undertake contracts, setup projects, manufacture computer, telecommunication, and electronics products. 10. To carry on the business of importers, exporters, manufacturers, servicemen, buyers and sellers of dealers in and agents for all kinds of electronic and electrical, apparatus, equipments, gadgets, instruments and machinery including calculators, cash registers, accounting machines, data loggers, process controller, all kinds of signalers, weighing scales and other testing, measuring, medical, geophysical and communication instruments, sensors, testers, indicators, guides, magnetic, ultrasonic and microwave devices and all such equipments and to deal in works, plant, machinery, things and convenience of all kinds capable of being used in connection with such purpose of any kind including laying and installation of cables, wires, lines, stations, exchanges, accumulators, dynamos, alternators, motors, transformers, batteries, switching, regulating, controlling, signaling and other apparatus. 11. To manufacture, sell, export all kinds of electrical components capable of being used in electrical, mechanical and electronic industries including computers. B THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE: 1. To search for and to purchase or otherwise acquire from any Government, State or other authority, any concessions, grants, decrees, rights, power and privileges whatsoever, which may seem to the Company capable of being turned into account and to work, develop, carry out, exercise and turn them to account the same. 2. To acquire in India or elsewhere, by purchase, lease or otherwise for the purpose of the Company, any real or personal, immovable or movable property, rights and privileges including any land, building, patent rights, trade marks, goodwill, machinery, rolling stock, 2
plants, utensils, accessories and stock in trade. 3. To enter into partnership or into any arrangements for sharing profits, amalgamation, union of interests or otherwise, with any person, firm, or company carrying on or engaged in or about to carry on or engage in any transaction, which this Company is authorised to carry on and to lend money, guarantee the contracts of or otherwise assist any such person, firm or company and to place, take or otherwise acquire and hold shares or securities of any such person, firm or company and to sell, hold, reissue, with or without guarantee or otherwise deal with the same. 4. To amalgamate with any company or companies having object altogether or in part similar to those of this Company. 5. To acquire and hold shares in any other company and to pay for any properties rights or privileges acquired by this company, either in shares of this Company for partly in cash , or otherwise, and to give share of stock of this Company, in exchange for shares or stock of any other company. 6. To draw accept and make and to endorse, discount and negotiate promissory notes, hundies, bills of exchange, bills of lading and other negotiable instruments connected with the business of the Company. 7. To receive money on deposit or loan and borrow or raise money in such manner as the Company may think fit, and in particular by the issue of debenture stock, perpetual or otherwise, including debentures or debenture stock convertible into shares of this Company or perpetual annuities and in security of any such money so borrowed, raised or received, to mortgage, pledge, or charge the whole or any part of the property, assets or revenue of the Company, present or future, including its uncalled capital, by special assignment or otherwise or to transfer or to convey the same absolutely or in trust and to give the lenders the power of the sale and other powers as may seem expedient and to purchase, redeem or pay off any such securities. But the Company will not carry on any banking business within the meaning of Banking Regulations Act, 1949. 8. To improve, manage, work, develop, lease, mortgage, abandon or otherwise deal with all or any of the property, rights and concession of the Company. 9. To lease, sell or otherwise transfer any property held by the Company. 10. To enter into perform all such contracts that may be necessary for their performance of the duties of the Company. 11. To procure capital or financial assistance for accommodation, for purchase of machinery, equipments, vehicles, rolling stock, appliances, plant, movable, raise buildings for any of the above said objects. 12. Generally to do all such other matters and things as may appear to be incidental or conducive to the attainment of the objects or any of them or discharge of its duties. 3
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