THE COMPANIES ACT, 2013
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
NEXUS BRIGHTLEARN SOLUTIONS PRIVATE LIMITED
I. The Name of the Company is Nexus Brightlearn Solutions Private Limited.
- II. The Registered Office of the Company will be situated in the state of Delhi under the jurisdiction of ROC 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, setup, and run in any part of India coaching institutes, Study centre, oral coaching classes, where in professional, technical, vocational or higher education in every field of science, commerce, arts, management, engineering, law, banking, insurance, finance, medicine, hospitality, tourism, computers, or any other type of education be imparted by conducting regular, part time classes & related to online aggregate selected coaching classes & in market place and to work in a co branding model under one name.
2. To establish, develop, promote franchise, study centers in India or abroad for conducting regular, evening or weekend interactive classes and to get the necessary approval, permission required for this purpose.
3. To enter in to Joint Venture, or collaborate with accredited educational institutions in India/outside India to provide such infrastructure assistance to such accredited educational institution and such other learning support on such terms and conditions as may be decided by the company from time to time.
4. To carry on the business of providing solutions and services related to Web- Technologies, Internet and E-commerce, including to design, develop, maintain, operate, own, establish, install, host, provide, create, facilitate, supply, sale, purchase, licence or otherwise deal in Internet portals, Internet networks, Media Portals, Internet solutions,
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Internet gateways, Internet service providers, E-commerce, Web-site designing, Web based and Web enabled services and applications, E-commerce service provider, E- commerce solutions, E-commerce platforms, E-commerce education, E-commerce technologies and E-business solutions.
(B) MATTERS WHICH ARE NECESSARY FOR FUTHERANCE OF THE OBJECTS SPECFIFIED IN CLAUSE 3(A) ARE:-
	1. To purchase, exchange or otherwise any movable or immovable property and any rights or privileges which the Company may deem necessary or convenient for the purpose of its main business.
2. To Maintain and Starts Various Websites, Blogs by the Company for Providing Assistance to its Clients Relates to the Main business Services or its Brand Building in Markets and Advertising of Company Services to Public, So that Company can reach huge numbers of Consumers who may opt services of the company. All the Facility allows and provide within the Laws of the Subject Country where the Services would be rendered by the Company.
3. 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.
4. To import, buy, exchange, 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.
5. To vest any movable or immovable property, rights or interests required by or received or belonging to the Company in any person or company on behalf of or for the benefit of the Company and with or without any declared trust in favour of the Company.
6. To purchase, build, carry out, equip, maintain, alter, improve, develop, manage, work, control and superintend any plants, warehouse, sheds, offices, 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.
7. To undertake or promote scientific research relating to the main business or class of business of the Company.
8. To 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
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property or rights suitable for the purpose of the Company and to pay for the same either in cash or in shares or partly in cash and partly in shares or otherwise.
9. To negotiate and enter into agreements and contracts with Indian and foreign individuals, companies, corporations and such other organizations for technical, or any other such assistance for carrying out all or any the main objects of the Company or for the purpose of activity research and development of manufacturing projects on the basis of know-how, or technical collaboration and necessary formulas and patent rights for furthering the main objects of the Company.
	10. Subject to the Provisions of the Companies Act 2013, to 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.
	11. 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.
	12. To apply for, obtain, purchase or otherwise and prolong and renew any patents, patent-rights, brevets, inventions, processes, scientific technical or other assistance, manufacturing processes know-how and other information, patterns, copyrights, trade-marks, licenses concessions and the like rights or benefits, conferring an exclusive or non-exclusive or limited or unlimited right of use thereof, which may seem capable of being used for or in connection with the main objects of the Company or the acquisition or use of which may seem calculated directly or indirectly to benefit the Company on payment of any fee royalty or other consideration and to use, exercise or develop the same under or grant licenses in respect thereof or otherwise deal with same and to spend money in experimenting upon testing or improving any such patents, inventions, right or concessions.
	13. To apply for and obtain any order under any Act or Legislature, charter, privilege concession, license or authorisation 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 proceedings or applications which may seem expedient or calculated directly or indirectly to prejudice the interest of the Company.
	14. 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
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which the Company may think desirable to obtain and to carry out, exercise and comply therewith.
15. 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 Company.
16. To draw, make, accept, discount, execute and issue bills of exchange, promissory notes bills of lading, warrants, debentures and such other negotiable or transferable instruments, of all types or securities and to open Bank Accounts of any type and to operate the same in the ordinary course of the Company.
17. To advance money either with or without security, and to such persons and upon such terms and conditions as the Company may deem fit and also to deal with the money of the Company not immediately required.
18. To undertake and execute any trusts, the undertaking of which may seem to the Company desirable, either gratuitously or otherwise.
19. To establish, or promote or concur in establishing or promote any company for the purpose of dealing all or any of the properties, rights and liabilities of the Company.
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20. 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 as may be expedient and in particular for any shares, stocks, debentures or other securities of any other such company having main objects altogether or in part similar to those of the Company.
21. Subject to the Provisions of Companies Act 2013, 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.
22. 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 the provisions of Sec. 52 of the Companies Act, 2013.
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23. To employ agents or experts to investigate and examine into the conditions, prospects value, character and circumstances of any business concerns and undertakings and generally of any assets properties or rights which the Company purpose to acquire.
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 179, 182 & 183 of Companies Act, 2013, to subscribe contribute, gift or money, rights or assets for any national educational, religious, charitable, scientific, public, general or usual objects or to make gifts or such other assets to any institutions, clubs, societies, associations, trusts, 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 pension or superannuation, provident or gratuity funds for the benefit of and give of procure the giving of the gratuities pensions, allowances, bonuses or emoluments of any persons who are or were at any time 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 such subsidiary company or who are or were at any time Directors or officers of the Company or any other company as aforesaid and the wives, widows, families and dependents of any such persons and also to establish and subsidise and subscribe to any institutions, associations, club or funds calculated to be for the benefit of or advance aforesaid and make payments to any such persons as aforesaid and to do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid.
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27. To establish, for any of the main objects of the Company, branches or to establish any firm or firms at places 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 person, firm or company introducing business to the company either in cash or fully or partly-paid up shares with or without preferred or 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 as the company may determine.
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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 incidental to the acquisition by the company of any property or assets.
30. To send out to foreign countries, its director, 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 interests of the company and to pay all expenses incurred in the 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 or such other statute or rule having the force of law and to make payments to any person 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 and 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 all or any kind of the main business of which this Company is authorised 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 world.
V. The Authorised Share Capital of the Company is Rs. /- 3,00,000 (Rupees Three Lakh) divided into 30000 (Thirty thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.
- IV. The Liability of the members is Limited this liability is limited to the amount unpaid, if any, on the shares held by them.
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VI."We, the several persons, whose names and addresses are subscribed, are desirous ofbeing formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set against our respective names:
| Name Address, Description and<br />occupation of subscriber                                                                                                                                                                  | Number of<br />shares taken<br />by each<br />subscriber   | Signature of the<br />Subscriber   |
|-|-|-|
| ARUN VIKRAM<br />SETHI<br />S/o SH VIKRAM<br />MOHAN SETHI<br /><br />KRISHNA TOWER<br />SECTOR-12 DWARKA,<br />NEW DELHI,<br />DELHI<br />110075<br />OCCUPATION BUSINESS                           | 3600<br />Thirty<br />Six<br />hundred<br />Only          |                                    |
| PRIYA VIKRAM<br />SETHI<br />D/O SH VIKRAM<br />MOHAN SETHI<br /><br />KRISHNA TOWER,<br />SECTOR-12, DWARKA<br />NEW DELHI, DELHI<br />110075<br />OCCUPATION BUSINESS.<br />TOTAL SHARES TAKEN | 3600<br /><br />Thirty<br />six<br />hundred<br />only. | A Sethi                          |

Name Address,
DATE: 05-02-18

PLACE: NEW DELHI
Description and
occupation of witness
I witness to subscriber/subscriberts), who has/have subscribed and signed in my presence; further I have verified his or their identity detalls for their identification and satisfied myself of his/her their identification particulars as filled in.
S/O MOHAN SETHI VIKRAM SETHI KRISHNA TOWER, DWARKA, SECTOR-12 NEW DELHI 110075 OCCUPATION: BUSINESS

New Delhi PLACE: DATE: 05/02/18
Shares only Fifteen thousand
|    | Name Address, Description and<br />occupation of subscriber                                                                                                     | Number of<br />shares taken<br />by cach<br />subscriber              | Signature of the<br />Subscriber   | Name Address,<br />Description and<br />occupation of witness                                                                                                                                                                                                                                                                                                                                                      |                            |
|-|-|-|-|-|-|
|    | SUNITA VIKRAM<br />SETHI<br /><br />KRISHNA TOWER,<br />SECTOR-12 DWARKA<br />NEW DELHI,<br />DELHI<br />110075<br />OCCUPATION BUSINESS | 7800<br />Seven<br />thousands<br />Eight<br />hundred<br />only | S Sethi                            | presence: myself<br />my satisfied 12,<br />signed in and SETHI Sector<br />and identification filled in. Dwarka<br />subscribed their particulars as MOHAN 110075<br />has/have for TOWER,<br />who identity details identification S/O KRISHNA NEW DELHI<br />their<br />subscriber/subscriber(s). his or of his/her/their SETHI TOWER, DELHI<br />verified<br />to I have DWARKA<br />witness I further VIKRAM KRISHNA | BUSINESS<br />- OCCUPATION |
|    |                                                                                                                                                                 |                                                                       |                                    | presence: myself<br />my satisfied 12,<br />signed in and SETHI Sector<br />and identification filled in. Dwarka<br />subscribed their particulars as MOHAN 110075<br />has/have for TOWER,<br />who identity details identification S/O KRISHNA NEW DELHI<br />their<br />subscriber/subscriber(s). his or of his/her/their SETHI TOWER, DELHI<br />verified<br />to I have DWARKA<br />witness I further VIKRAM KRISHNA | BUSINESS<br />- OCCUPATION |
|    | TOTAL SHARES TAKEN                                                                                                                                              | 15,000                                                                |                                    | presence: myself<br />my satisfied 12,<br />signed in and SETHI Sector<br />and identification filled in. Dwarka<br />subscribed their particulars as MOHAN 110075<br />has/have for TOWER,<br />who identity details identification S/O KRISHNA NEW DELHI<br />their<br />subscriber/subscriber(s). his or of his/her/their SETHI TOWER, DELHI<br />verified<br />to I have DWARKA<br />witness I further VIKRAM KRISHNA | BUSINESS<br />- OCCUPATION |
A V Sethi