Professional Documents
Culture Documents
and
Articles of Association
CERTIFICATES
Certificate of Registration of the Order of Company Law Board
confirming transfer of Registered Office from one State to another .. (i)
Certificate of Registration of the Order of Company Law Board
Bench, Mumbai confirming transfer of the Registered Office from
State of Maharashtra to State of Gujarat ...................................... (ii)
Certificate of Commencement of Business .................................... (iii)
Certificate of Incorporation ........................................................... (iv)
MEMORANDUM OF ASSOCIATION
Name of the Company ................................................................... I 3
Registered Office of the Company .................................................. II 3
Main Objects of the Company ....................................................... IIIA 3-4
The Objects Incidental or ancillary to the attainment of main objects .... IIIB 4-10
Other Objects not included in (A) and (B) ...................................... IIIC 10-27
Limited Liability of the Members ................................................... IV 27
Authorised Share Capital of the Company .................................... V 27
Subscribers to the Memorandum of Association ........................... 28
ARTICLES OF ASSOCIATION
Table ‘A’ Excluded
Table ‘A’ not to apply ..................................................................... 1(a) 31
Company to be governed by these Articles .................................... 1(b) 31
Interpretation
Marginal Notes not authoritative ................................................... 2 31
Interpretation Clause .................................................................... 2(a) 31
“The Company” or “This Company” ............................................... 2(a) 31
“The Act” ....................................................................................... 2(a) 31
“Alter” and “Alteration” .................................................................. 2(a) 31
“Annual General Meeting” ............................................................. 2(a) 31
“Articles” ....................................................................................... 2(a) 31
“Auditors” ..................................................................................... 2(a) 31
“Board” or “Board of Directors” ..................................................... 2(a) 31
“Body Corporate” or “Corporation” ................................................ 2(a) 32
“Capital” ........................................................................................ 2(a) 32
“Company” .................................................................................... 2(a) 32
“Corporation” ................................................................................ 2(a) 32
“Debenture” .................................................................................. 2(a) 32
“Directors” .................................................................................... 2(a) 32
“Dividend” ..................................................................................... 2(a) 32
“Document” ................................................................................... 2(a) 32
“Extraordinary General Meeting” ................................................... 2(a) 32
“Gender” ....................................................................................... 2(a) 32
“Managing Director” ...................................................................... 2(a) 32
“Meeting” or “General Meeting” ..................................................... 2(a) 32
“Member” ...................................................................................... 2(a) 33
“Memorandum” ............................................................................. 2(a) 33
‘Month” ......................................................................................... 2(a) 33
“Office” .......................................................................................... 2(a) 33
I
III
IV
VI
VII
The Secretary
Secretary ....................................................................................... 176 108
Seal
The seal, its custody and use ........................................................ 177(a) 109
Seal abroad ................................................................................... 177(b) 109
Interest Out of Capital
Interest may be paid out of capital ................................................ 178 109
Dividends
Division of profits .......................................................................... 179 109
Dividend payable to registered holder ........................................... 180 110
Time for payment of dividend ........................................................ 181 110
Capital paid up in advance and interest not to earn dividend ....... 182 110
Dividends in proportion to amount paid up .................................. 183 110
Company in General Meeting may declare dividends .................... 184 110
Power of Directors to limit dividends ............................................. 185 110
Dividends only to be paid out of profits ......................................... 186 110
Directors’ declaration as to net profits conclusive ......................... 187 111
Interim dividends .......................................................................... 188 111
Retention of dividends until completion of transfer under Article .. 189 111
No member to receive dividend whilst indebted to the Company
and Company’s right to re-imbursement therefrom ....................... 190 111
Transferred Shares must be registered ......................................... 191 111
Dividend how remitted .................................................................. 192 112
Unpaid Dividend or Dividend Warrant posted ............................... 193(a) 112
Transfer to Investor Education & Protection Fund ........................ 193(b) 112
No interest on dividends ............................................................... 193(c) 112
Dividend and call together ............................................................ 194 112
Dividend to be payable in cash ..................................................... 195 112
Special provision in reference to dividend ..................................... 196 112
Capitalisation
Capitalisation ................................................................................ 197 113
Accounts
Accounts ....................................................................................... 198 115
Books of Accounts to be kept ........................................................ 199 115
Books to give fair and true view of the Company’s affairs .............. 200 116
Inspection by members ................................................................. 201 116
Statement of accounts to be furnished to general meeting ............ 202 116
Balance Sheet and Profit & Loss Account ...................................... 203 116
Authentication of Balance Sheet and Profit & Loss Account .......... 204 117
Profit & Loss Account to be Annexed and Auditors’ Report to be
attached to the Balance Sheet ....................................................... 205 117
Board’s Report to be attached to Balance Sheet ............................ 206 117
Right of Members to copies of Balance Sheet and Auditors’ Report . 207 118
Three Copies of Balance sheet etc., to be filed with Registrar ........ 208 119
Audit
Accounts to be audited ................................................................. 209 119
Appointment and qualification of auditors .................................... 210 119
Audit of Branch Office ................................................................... 211 120
Remuneration of Auditors ............................................................. 212 120
Auditors to have access to the books of the Company ................... 213 120
VIII
IX
MEMORANDUM OF ASSOCIATION
OF
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II. The Registered Office of the Company shall be situated in State of Gujarat.
1. To carry on the business of refiners, stores, suppliers and distributors of petroleum and
petroleum products including the business of extracting, treating, pumping, drawing,
transporting, distilling, purifying and dealing in petroleum and mineral oil and to
purchase or otherwise acquire, manufacture, extract, refine, purify, treat, reduce,
modify, distil, blend, smelt, compress, store, hold, transport, use, experiment with,
market, supply, distribute, exchange, sell or otherwise dispose of, import, export, trade,
act as agents/dealers of all kinds of crude oil, LPG, LNG, compressed hydrocarbon,
petroleum and petroleum products, mineral oils, gas and other substances, lubricating
oils, and carbon black feedstock, asphalt, sulphur, clays, bitumen, bituminous,
nitrates, coal, ores, minerals and in general subsoil, products and subsurface deposits
of every nature and description and the products or the by-products which may be
derived, produced, prepared, developed, compounded, made or manufactured therefrom
and substances obtained by mixing any of the foregoing with other substances.
3. To carry on in India and in any part of the world the business of processing, converting,
manufacturing, formulating, using, buying, dealing, acquiring, storing, packaging,
selling, transporting, distributing, importing, exporting and disposing of all types of
4. To manufacture, refine, prepare, treat, purchase, sell, import, export, store, distribute,
or otherwise deal in either as principals or as agents or in collaboration with others all
or any of the following, viz. rice bran, oilcakes and seeds, nuts, soaps, deoiled bran and
cakes and all other types and kinds of ingredients for the attainment of objects herein
contained.
5. To manufacture, treat, refine, prepare, sell, purchase, import, export, store, distribute,
let on hire, alter, assemble or otherwise deal in, either as principals or as agents or in
collaboration with others, all types of machinery and spares and accessories thereof,
chemicals and appliances, for oil making and extracting by-products from oils, cattle
and poultry feeds, farm manure, Hexene, and other allied materials for the attainment
of the objects herein contained.
8. Subject to Rules and directives issued by Reserve Bank of India to borrow or raise or
secure the payment of money or to receive money on deposit at interest for any of the
purposes of the Company and at such time and from time to time and in such manner
as may be thought fit and in particular by the issue of debenture, or debenture-stocks
convertible into shares of this or any other company or perpetual annuities and as
security for any such money so borrowed, raised or received for any such debentures
or debenture stock so issued to mortgage, pledge or charge the whole or any part of the
property, assets or revenue and profits of the Company present or future including its
uncalled capital by special assignments or otherwise or to transfer or convey the same
absolutely or in trust and to give the lenders powers of sale and other powers as may
seem expedient and to purchase, redeem, or pay-off any such securities, and also by
a similar mortgage, charge or lien to secure and guarantee the performance by the
Company or any other person or company as the case may be provided the Company
9. To form, constitute, float, lend money to assist and control similar companies,
associations or undertakings whatsoever.
10. To establish, provide, maintain and conduct or otherwise, subsidise, assist research
laboratories and experimental workshops for scientific and technical research and
experiments, and undertake and carry on all scientific and technical, experiments and
tests of all kinds and to promote studies and research; both scientific and technical
investigations and inventions by providing, subsidising, endowing or assisting
laboratories, workshops, libraries, lectures, meetings and conferences and by providing
the remuneration of scientific or technical professors or teachers and by providing for
the award or exhibitions, scholarships, prizes and grants to students of independent
institutions or otherwise and to encourage, promote and reward studies, researches,
investigations experiments, tests and inventions or any kind that may be considered
likely to assist any kind of the business which the Company is authorised to carry on.
12. To pay for any properties, rights or privileges acquired by the Company either in shares
of the Company or partly in shares and partly in cash or otherwise.
13. To insure with any other company or person against losses, damages, risks and
liabilities of all kinds which may affect this Company.
14. To form, promote, subsidise and assist companies, and partnerships having similar
objects in any manner as may be thought fit in connection with any of the above objects
of the Company.
15. To search for and to purchase, protect, prolong, renew or otherwise acquire from any
Government, state or authority any patents, protection, licences, concessions, grants,
decrees, rights, powers and privileges whatsoever which may seem to the Company
capable of being turned to account to work, develop, carry out exercise and turn to
account the same.
16. To apply for, promote, and obtain any act of Parliament or Legislature, charter,
privilege, concession, licence or authorisation of Government, State or Municipality
provisional order or licence of the Board of Trade or other authority for enabling the
Company to carry any of the objects in to effect or for extending any of the powers of
the Company or for effecting any modification of the constitution of the Company.
17. To hold, use, work, manage, improve, carry on and develop the lands and movable and
immovable estate or property and assets of any kind of the Company or any part thereof.
18. To let mortgage or sell or otherwise dispose of any property of the Company either
absolutely or conditionally and in such manner and upon such terms and conditions
in all respects as may be thought fit and to accept payment or satisfaction for the same
in cash or otherwise.
19. To sell, mortgage or otherwise to deal with or dispose of the property, assets or
20. To enter into partnership or into any arrangements for sharing of profits, amalgamation,
union of interest, reciprocal concession or co-operation with any person, partnership
or Company and to promote and aid in promoting, constituting, forming and organising
companies or partnerships of all kinds for the purpose of acquiring and undertaking
any property and liabilities of the Company. And also to pay for any properties, rights
or privileges acquired by this Company either in shares of the Company or partly in
shares and partly in cash or otherwise and to give shares or stock of this Company in
exchange for Shares or stock of any other Company.
21. To enter into any arrangements with any Government or authorities supreme,
municipal local or otherwise, or any person or company that may seem conducive to
the Company’s Objects or any of them to obtain from any such Government,
authorities, person or company any rights, privileges, charters, contracts, licences and
concessions which the Company may think it desirable to obtain, and to carry out,
exercise and comply with any such arrangements, rights, privileges, charters, contracts,
licences and concessions.
22. To lend, invest or otherwise employ or deal with money belonging to or entrusted to
the Company in securities and shares or other movable or immovable property or with
or without security upon such terms and in such manner as may be thought proper and
from time to time to vary such transactions and investments in such manner as the
directors may think fit subject to the provisions of the Companies Act, 1956.
23. To pay, or satisfy the consideration for any property rights, shares, securities or assets
whatsoever which the company is authorised to purchase or otherwise acquire either
by payment in cash or by the issue of shares, or other securities of the Company or in
such other manner as the Company may agree or partly in one mode and partly in
another or others.
24. To draw, make, accept, endorse, discount, execute, issue, negotiate, assign and
otherwise deal with cheques, drafts, bills of exchange, promissory notes, hundies,
debentures, bonds, bills of lading, railway receipts, warrants and all other negotiable
or transferable instruments.
25. To open account or accounts with any firm or with any bank or banks or bankers or
shroffs and to pay into and to withdraw money for such accounts.
26. To apply for tender, purchase or otherwise acquire any contracts sub-contracts,
licences and concessions for or in relation to the objects or business herein mentioned
or any of them, and to undertake, execute, carry out, dispose of or otherwise turn to
account the same.
27. To employ experts to investigate and examine into the conditions, prospects, value,
charter and circumstances of any business concerns and undertakings and of any
assets, property or rights.
28. To carry on business or branch of a business which this Company is authorised to carry
on by means or through the agency of any subsidiary company or companies and to
29. To nominate any Directors or Managers of any subsidiary company or of any other
company in which this company is or may be interested.
30. To take part in the management, supervision and control of the business or operations
of any company or undertaking having similar objects and for that purpose to appoint
and remunerate any directors, trustees, accountants or other experts.
31. To pay all preliminary expenses of any company promoted by the Company or any
company in which this company is or may contemplate being interested including in
such preliminary expenses all or any part of the cost and expenses of owners of business
or property acquired by the Company.
32. To make and/or receive donations, gifts or income to or from such persons, institutions
or Trusts and in such cases and whether of cash or any other assets as may be thought
to benefit the Company or any other objects of the company or otherwise expedient and
also to remunerate any person or corporation introducing or assisting, in any manner
the business of the Company.
33. To establish and support or aid in the establishment of and support associations,
institutions, companies, societies, funds, trusts and conveniences for the benefit of the
employees or ex-employees or of persons having dealings with the Company or the
dependents, relatives or connections of such persons and in particular friendly or other
benefit societies and to grant pensions, allowances, gratuities and bonuses either by
way of annual payments or by way of lump sum and to make payments towards
insurance and to form and contribute to provident and benefit funds, to or such persons.
35. To create any depreciation fund, reserve fund, sinking fund, insurance fund, educational
fund or any other special fund or reserves whether for depreciation or for repairing,
improving, extending or maintaining any of the properties of the Company or for
redemption of debentures or redeemable preference shares or for any other purposes
conducive to the interest of the Company.
37. In the event of winding up to distribute any of the property of the Company amongst the
members in specie or kind subject to the provisions of the Companies Act, 1956.
38. To place, to reserve or to distribute as bonus shares among the members or otherwise
to apply as the Company may from time to time think fit, any money received by way of
39. To accumulate capital from the profits of the Company for any of the purposes of the
Company and to use and appropriate the same or any of the Company’s assets either
conditionally or unconditionally to specific purposes.
40. To pay out of the funds of the Company all costs, charges and expenses of and incidental
to the promotion, formation, registration, advertisement and establishment of this
Company and the issue and the subscription of the shares or loan capital including
brokerage and/or commission for obtaining applications for placing or guaranteeing
the placing of shares or any debentures, debenture- stock and other securities of this
company and also all expenses, attending the issue of any circular or notice and the
printing, stamping and circulating of proxies and forms to be filled up by the members
of the Company and to remunerate by cash or allotment of fully or partly paid shares
to any person, firm or company for services rendered introducing any property or
business to the company or in placing, assisting to place shares, debentures,
debenture-stock or other securities of the Company or in or about the formation of
the Company or the acquisition of property by the Company or the conduct of its
business or for any other reason which the company may think proper.
41. To provide for the welfare of Directors or employees of the Company or its predecessors
in business and the wives, widows and families or the dependants or connections of
such persons by buildings or contributing to the building or houses or dwellings or
quarters or by grants of money, pensions, gratuities, allowances, bonuses, profit
sharing bonuses or benefits or any other payments or by creating and from time to time
subscribing or contributing to provident and other associations, funds, profit sharing
or other schemes or trusts and by providing or subscribing or contributing towards
places of institution, amusement, hospitals and dispensaries, medical and other
attendance and assistance as the Company shall think fit.
42. To establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or superannuation funds for the benefit of,
and give or procure the giving of donations, gratuities, pensions, allowances, or
emoluments to any persons who are or were at any time in the employment or service
of the company or who are or were at any time in the employment or service of the
Company or who are or were at any time Directors or officers of the Company and the
wives, widows, families and dependants of any such persons, and also to establish and
subsidise and subscribe to any institutions, associations, clubs or funds calculated to
be for the benefit of or to advance the interests and well-being of the company and make
payments to or towards the insurance of any such person as aforesaid.
43. To subscribe for, take or otherwise acquire and hold shares, stocks, debentures or other
securities of any other company having objects altogether or in part similar to those
of the Company.
44. To acquire and undertake all or any part of the property and liabilities of any person
or company carrying on or proposing to carry on any business which the Company is
authorised to carry on or which can be carried on in conjunction therewith financially
or otherwise and in particular by subscribing for shares, stock, debentures, debenture-
stock or other securities of such company.
46. In relation with the business of the Company to guarantee the payment of money
secured or unsecured by or payable under or in respect of promissory notes, bonds,
debentures, debenture-stocks, contracts, mortgages, charges, obligations, instruments
and securities of any company or any authority, supreme, municipal, local or otherwise
or of any person howsoever, whether incorporated or not incorporated and generally to
guarantee or become sureties for the performance of any contracts or obligations.
47. To vest any movable or immovable property, rights or interests acquired by or belonging
to the company in any person or company and with or without any declared trust in
favour of the company, subject to the provisions of the Act.
48. To lend and advance money or give credit to such persons or companies and on such
terms as may seem expedient and in particular to customers and others having dealings
with the Company and to guarantee the performance of any contract or obligation and
the payment of money of or any such person or companies and generally to give
guarantee and indemnities.
49. To procure the Company to be registered or recognised in any foreign country or place.
51. To aid, pecuniarily or otherwise, any association, body or movement having for an
object, the solution, settlement or labour problems or troubles or the promotion of
industry or trade.
52. To enter into negotiations with and enter into arrangements and contracts and
conclude the same with foreign and/or Indian parties and other persons for obtaining
by grant, licence and/or on other terms, formulate and other rights and benefits, and
to obtain technical and engineering information, assistance, and service, know-how,
and expert advice for installation of plant and machinery, production and manufacture
of any products.
53. To pay for technical know-how, technical and engineering assistance and information
and/or service rights or privileges acquired by the Company either in shares of the
Company or partly in shares or partly in cash or otherwise.
54. To pay to promoters such remuneration and fees and otherwise remunerate them for
their time and for the services rendered by them.
55. To act as agents, brokers and as trustees and to undertake and perform sub-contracts
and also to act in any of the business of the Company through or by means of agents,
brokers, sub-contractors or others.
56. To borrow or raise money or to receive money from persons, bodies corporate, financial
institutions, banks and such other lenders 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 by special assignment or
otherwise or to transfer or convey the same absolutely or in trust and to give the lenders
2
56A To invest and deal with any money of the Company not immediately required in such
investments as the Companu may deem fit and to hold, sell, vary or otherwise deal with
such investments
C. OTHER OBJECTS :
57. To carry on the business of setting up and erecting in India or abroad, pipes and
pipeline for the transportation of gas, petrol , petroleum products, water, carbon di
oxide and all such products may be conveniently transported through pipelines and
for the purpose enter into any technical and financial collaboration as may be desired
and also chart hire of the same.
58. To carry on in India and in any part of the world the business of processing, converting,
manufacturing, formulating, using, buying, dealing, acquiring, storing, packaging,
selling, transporting, distributing, importing, exporting and disposing all types of
chemicals, heavy chemicals including Soda Ash (Sodium carbonate) of all grades,
Sodium Bicarbonate of all grades, Sodium Chloride of all grades, Iodine, Bromine and
all compounds of Bromine of all grades, Potassium Schoenite, Ammonia, Ammonium
forms chlorine and its compounds of all grades, both organic and inorganic, hydrochloric
acid, gypsum, Explosives, calcium Chloride, Calcium, Hydroxide, Hydrogen Sulphide,
Carbondioxide, limestone, Calcium, Oxide, Coke, Power, steam, oils, greases, synthetic
chemicals derived from Petroleum hydrocarbons, elements, chemicals, compounds
and products of any nature and kind whatsoever including by-products, derivatives
and mixtures thereof.
61. To promote protection of environment including air, land, forests and water and for this
purpose to undertake all necessary activities independently or in conjunction with
other agencies engaged for the same purpose.
62. To set up, incorporate and manage, provide and/or participate in providing venture
capital, risk capital foundation, including giving guarantee or such other financial
assistance as may be conducive for development of new enterprises, innovative
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63. To carry on business as manufacturers of chemicals, distillers, oil refiners, dye makers.
64. To cultivate, grow produce, or deal in any vegetable products or undertake and to carry
on all or any of the business of farmers, dairymen, milk contractors dairy farmers,
millers, surveyors and vendors of milk, cream, cheese, butter, poultry and provisions
of all kinds, growers of and dealers in corn, hay and straw, seedsmen and nurserymen
and to buy, sell and trade in any goods, usually traded in any of the above business,
associated with the farming interest.
65. To fix atmospheric nitrogen by the synthetic ammonia or by any other process and to
manufacture its derivative compounds.
66. To manufacture, acquire, produce, use, sell, and supply gas for lighting, heating or
power purposes and to deal with, manufacture and render saleable all residual
products obtained in the manufacture of gas.
67. To exploit and render fit for use, deposit of salt, nitrogen, natural, soda, nitrates,
natural brines, and sea-water, and to manufacture therefrom all kind of chemicals and
by-products, and to carry on the business of manufacturers, exporters and importers
of and dealer in salt, table salt, potassium chloride magnesium chloride and substances.
68. To carry on the business of manufacture and sale of architectural fittings, architectural
panels, door, windows or staircase fittings, domestic or industrial furniture, grills,
gates, or any other fabricated material used in construction of buildings. These may
be made from steel, anodised or unanodised aluminium, wood, sponge, plastic, rubber
or other material.
69. To buy, sell, let on hire, exchange, alter, improve, manipulate, prepare for market and/
or otherwise deal in or distribute all kinds of plants, machineries, machine parts, tools,
apparatus, utensils.
70. To acquire, preserve and disseminate useful information in connection with trade,
commerce and industry throughout all market surveys and to carry out any investigation,
enquiries, services, analysis, or otherwise as may be considered useful.
71. To work mines or quarries and to prospect for, search for, win, get crush, smelt, calcine,
concentrate, refine, dress, amalgamate, manipulate, prepare for market or otherwise
11
72. To carry on the business of products as well as refiners of all kinds of metals including
all precious metals and as manufacturers, importers, exporters of and dealers in sheets
circles, rods, electrodes and wires of all metals and alloys including precious metals and
also as manufacturers of solders of all kinds including silver solders.
74. Either in India or elsewhere to erect, purchase or lease or otherwise acquire any mills,
works, machinery and any other real and personal property appertaining to the goodwill
of and any interest in the business of manufacturing any products.
75. To carry on the business of undertaking turnkey projects and works contracts for the
construction of industrial units and installation of plant, machinery and equipment.
76. To establish agencies in India and elsewhere for sale and purchase and regulate and
discontinue the same.
77. To carry on the business of agency and manufacturers, representatives, to execute and
to carry out agreements and sole agency or other similar agreements and may appoint
sub-agents or distributing agents.
78. To establish, compile, print, publish and carry on newspapers, periodicals, gazettes,
trade lists, year books, statistics, and other publications as literatures and to carry on
business as newspaper proprietors, printers, publishers and advertising agents in all
their respective branches.
81. To manufacture, buy, sell, treat and deal in all kinds of vessels, tools, utensils, and
articles from mud, metal, metal alloys, brass, silver, gold, iron and plastics.
82. To carry on all or any of the following businesses, namely builders and contractors,
decorators, woodcarving, merchants and dealers in stone, sand, lime, brick, timber,
hardware, and other building requisites, brick and tile and terra-cotta, makers, job-
masters, carriers, licensed victuallers and house agents.
83. To carry on the business of manufacturing of and dealers in commercial compound and
chemical products of any nature and kind whatsoever, and as whole and retail
chemists, druggists, chemical engineers, analytical chemists, importers, exporters,
manufacturing of and dealers in heavy chemicals, acids, alkalies, petrochemicals,
chemicals compounds and elements of all kinds solid, liquid and gaseous drugs,
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85. To carry on all or any of the business following, namely, cotton spinners and doublers,
flax, hemp and jute spinners, linen manufacturers, flax, hem and jute and wool
merchants, wool combers, worsted spinners, woollen spinners, yarn merchants,
worsted stuff manufacturers, bleachers and dyes , and makers of vitriol, bleaching and
dyeing materials and to purchase, comb, prepare, spin, dye and deal in flax hemp, jute,
wool, cotton, silk and other fibrous substances and to weave or otherwise manufacture,
buy and sell and deal in linen, cloth and fabrics, whether textiles, terylene, terry-cotton,
felted, netted or looped and to supply power.
86. To carry on business as milliners, hatters, gloves, boot and shoe manufacturers, rug,
carpet and mat manufacturers, sport goods manufacturers, travellers’ equipment
manufacturers, feather and down purifibres and manufacturers, embroiders,
hemstitchers, pleatters, knitters, plaiters, lace makers, brace and belt makers, futtiers,
pelmet makers.
87. To carry on business as manufacturers of and dealers in plush, satin, velvet, velveteen,
cambric, muslin, flanner, felt, block, mungo, shoddy, canvass, tape, webbing oilskins
and waterproofs.
88. To carry on business as manufacturers and suppliers and dealers in, tassels, robe,
dress and mantle, gold lace, lace braids, cords, embroiders, furs, ribbons, fans,
perfumes, and flowers, buttons, thread, ornaments, fringers, chalk, pattern, cards,
springs, sewing machines, squares, measures, lingerie and trimmings of every kind
and fittings, equipment and requisites of all kinds.
89. To erect plant and machinery for the purposes of ginning, pressing, spinning, weaving,
manufacturing, dyeing, colouring and printing cotton clothes, fabrics, silk, artsilk
yarns, wool and other staples, fibres and materials.
90. To manufacture, export, import, sell and deal in readymade or made to measure
garments of all kinds and types and in particular shirts, bush shirts, trousers, night
dresses, swimming dresses, sleeping suits, dressing gowns, children’s wear, men’s
wear, handkerchief, ladies’ wear, coats, sports shirts, jackets and underwear from
cotton, silk, wool, terylene, terry-cotton synthetic fibres and mixture thereof and from
all other textiles.
91. To carry on business of drapers, hosiers, clothiers dress makers, costumers, dress
agents, furnishers and outfitters.
13
94. To undertake, carry out, promote and sponsor rural development including any
programme for promoting the social and economic welfare of, or the uplift of the public
in any rural area and to incur any expenditure on any programme of rural development
and to assist, execution and promotion thereof either directly or through any independent
agency or in any other manner. Without prejudice to the generality of the foregoing
“Programme of Rural Development” shall also include any programme for promoting
the social and economic welfare of or the uplift of the public in any rural area which the
directors consider it likely to promote and assist Rural Development and that the words
“rural area” shall include such areas as may be regarded as rural areas under Section
35CC of the Income Tax Act, 1961, or any other law relating to rural development for
the time being in force, or as may be regarded as rural areas and in order to implement
and of the above mentioned objects or purposes transfer without consideration, or at
such fair or concessional value and divest subject to the provisions of the Companies
Act, 1956 the ownership of any property of the Company to or in favour of any public
or local Authority or Central or State Government, or any Public institutions or Trusts
or Funds.
95. To undertake, carry out, promote and sponsor or assist any activity for the promotion
and growth of national economy and for discharging social and moral responsibilities
of the Company to the public, or any section of the public as also any activity likely to
promote national welfare or social, economic or moral uplift of the public or any section
of the public and in such manner and by such means and without prejudice to the
generality of the foregoing, undertake, carry out, promote and sponsor any activity for
publication of any books, literature, newspapers, etc., or for organising lectures or
seminars likely to advance these objects or for giving merit awards; for giving
scholarships, loans or any other assistance to deserving students or other scholars or
persons to enable them to pursue their studies or academic pursuits or researches and
for establishing conducting or assisting any institution, fund, trust, etc. having any one
of the aforesaid objects as on of its objects, by giving donations or otherwise in any other
manner and in order to implement any of the above mentioned objects or purposes or
transfer without consideration or at such fair or concessional value and divest subject
to the provisions of the Companies Act, 1956 the ownership of any property of the
Company to or in favour of any Public or Local Body or Authority or Central or State
Government or any public institution or Trusts or Funds.
96. To carry on the business of hire purchase transactions in connection with the plant and
machinery, equipments and other capital assets required by industries.
14
100. To carry on the business of manufacture of malleable castings pipe fittings, agricultural
and other implements and other machinery, tool makers, brass founders, metal
workers, boiler makers, mill- wrights, machinists, iron and steel converters, smiths,
wood workers, builders, painters, metallurgists, electrical engineers, water supply
engineers, gas makers, framers, printers, carriers, and merchants and to buy, sell
manufacture, repair, convert, alter, let on hire and deal in machinery, implements
rolling stock and hardware of all kinds which may seem to the Company capable of
being conveniently carried on in connection with the above or otherwise calculated,
directly or indirectly to enhance the value of any of the Company’s property and rights
for the time being.
101. To carry on the business of manufacturers of and dealers in, machinery and plant of
every description and kind and in particular machine tools, and implements, and to
manufacture product, repair, alter, convert, recondition, prepare for sale, buy, sell,
hire, import, export, give in lease, let out on hire trade, and deal in machine tools and
implements, other machinery, plant, equipment, article, apparatus, appliances,
component parts, accessories, fittings and things in any stage or degree or manufacture,
process or refinement.
102. To carry on business as manufacturers, and makers of and dealers in metal, enamel
of every description and kind, and to carry on and conduct workshops and foundries
of iron, brass and other metals, and to buy, sell, export, import, manipulate, and deal,
both wholesale and retail, in such products.
15
105. To carry on business as manufacturers, processors and refiners of steel, alloys and all
other metals and their by-products and also to carry on business as importers,
exporters agents, manufacturers, of and dealers in articles of any description made or
prepared out of ferrous and non-ferrous metals and their alloys.
106. To act as and to carry on business as founders, rollers and converters of all types of
ferrous and non-ferrous metals and alloys, manufacturers, engineers, commission
agents and traders of all materials and articles that are in raw, finished or unfinished
state.
108. To carry on the business of manufacturers of and dealers in all kinds of plant, and
machinery required by dairies, dairy development and food processing industry.
109. To carry on in India or elsewhere any other engineering and/or contracting business
and in particular to arrange, procure, give on hire or loan for consideration or otherwise,
the service of skilled and unskilled person for construction services.
110. To undertake and execute turnkey projects in India as well as abroad for setting up of
mills for the manufacture or processing of natural or artificial fibre and to render
technical engineering services incidental thereto.
111. To carry on business as dyers, bleachers and calico printers in a dyehouse or textile
mills and as wholesale or retail chemists, druggists, analytical or pharmaceutical
chemists, and as manufacturers of paints, oils and varnishers and as dealers in dyes
and chemicals and as dealers in flavour and perfume materials and as exporters and
importers and to manipulate, prepare for market and otherwise deal in all such goods,
merchandise.
112. To carry on the business as manufacturers of chemicals, distillers, dye makers and to
manufacture and deal in all kinds of dyestuff, chemicals, auxiliaries.
113. To carry on the business of manufacturers of and dealers in all kinds of fuels, mineral
oil, motor and aviation spirit, diesel, kerosene, lubricating oils, fuel gases-coal and
natural.
114. To carry on the business of dealers in real estate and developers of land and property.
115. To establish, maintain, conduct, provide, procure or make available services of every
kind, including commercial, statistically, financial, accountancy, medical, legal, social
services, and to take such steps as may be necessary for the purpose.
116. To carry on the business of finance and leasing of plant and machinery equipments,
vehicles and also movable properties.
16
118. To carry on the business of consultants and consutlancy in financial, data processing,
technical, marketing, commercial or otherwise.
119. To carry on the business of manufacturers of and dealers in all kinds of plant and
machinery, equipments components and component parts, spares and accessories for
such plant and machinery, implements and articles required in all or any of the
following business, namely the manufacture or processing on cotton, flax, hemp, jute,
linen, wool, silk and any other fibrous substances and to export, import, buy, sell,
manufacture, repair, convert, alter, let on hire and otherwise deal in all kinds of
machinery, and in particular, textile machinery and all component parts, accessories
and fittings, for all kinds of machinery equipment, articles and implements used in or
capable of being used in connection with any machinery.
120. To export, import, buy, sell, give on lease, manufacture, and deal in malleable castings,
pipe fittings, agricultural and other implements and components.
121. To manufacture, assemble, sell, erect, service and otherwise deal in all types of ginning
machinery cleaning machinery for cotton and other natural fibres, carding engines for
natural and synthetic fibres and textile machinery.
122. To manufacture, assemble, sell, erect service and otherwise deal in electronic equipment
inherent with modern automatic machinery.
123. To cultivate, grow, produce, or deal in any vegetable products, and to carry on the
business of farmers, dairymen, milk contractors dairy farmers, millers, surveyors and
vendors of milk, cream, cheese, butter and the business or raising and maintaining
poultry farms and grocers of and dealers in corn, hay and straw, seedsmen and
nurserymen and to buy, sell manufacture and trade in goods, usually traded in any of
the above businesses, including staple foods and medical preparations of milk,
vegetables and animal products and life, or any substitute for any of them associated
with the farming interest.
124. To carry on the business of waterproofers and manufacturers of India rubber, leather,
imitation leather, leather cloth, plastics, oil cloth, linoleum, tarpauline, hospital
sheetings and surgical handages, groundsheets, and also to manufacture and deal in
rubber and latex products, and rubber compounds and chemicals, chlorinated rubber
products, synthetic rubber and plastic varnishes, dopes, celluloid and cellulose bearing
compositions rubber saprons, caps and all other rubber components and parts.
17
126. To carry on business as tourist agents and contractors, and to facilitate travelling, and
to provide for tourists and travellers or promote the provisions of convenience of all
kinds through tickets, circular, tickets, sleeping cars or berths, reserves places, hotel
and boarding and/or lodging accommodation, guides safe deposits, enquiry bureaus,
libraries, laboratories, reading room, baggage, transport and otherwise, and to charter
steamships and air planes for fixed periods, or for particular voyages and flights, and
to carry on the business of booking and reserving accommodation, seats, compartments
and berths on railways, steamships, motor ships and boats, aeroplanes, omnibus and
motor bus and to issue tickets for the same and to hire taxies, motor cars, and all kinds
of public vehicles and transports, and to charter launches and boats and to book,
reserve and secure for and on behalf of the constituents of the Company, rooms and
boarding and/or lodging accommodations in hotels, restaurants and boarding houses.
127. To carry on the business of handling inward foreign tourist activity in India including
independent and conducted tours, safaris, expeditions, conferences, meetings and
other group movements and also handle similar foreign tourist activity in other parts
of the world through its own offices, agents and correspondents.
128. To purchase, erect, acquire, equip, operate, manage or in any other manner and in all
its aspects deal in, hotels, lodging houses of every kind and sort including all the
conveniences, amenities and facilities adjunct thereto, in India or in any other part of
the world.
129. To carry on the business of restaurants, cafes, refreshment rooms, clubs, and casinos
of every sort and kind and to establish shops,canteens,kitchens and any other
establishments,for this purpose and for the sale of food and drink of every sort and kind
and to arrange for and provide all manner of entertainment, amusement, recreation and
instruction for the public.
130. To carry on all tourist business whatsoever, which may encourage, promote, increase,
aid and facilitate the tourism in India.
131. To carry on the business of mechanical engineers and manufacturers of machinery, tool
makers, brass founders, metal workers, boiler makers, mill wrights, machinists, iron
and steel makers and converters, smiths, wood workers, builders, painters, metallurgists,
water supply engineers, gas makers, printers, carriers and merchants and to buy,
manufacture, repair, convert, alter, let on hire, and dealing machinery implements
rolling stock and hardware.
132. To carry on the business of hire purchase Company and to provide on hire purchase
basis all types of industrial and office plant, equipment, machinery, vehicles, buildings
and real estate required for manufacturing, processing, transportation and trading
business and other commercial and service business.
133. To carry on the business of products, refiners, processors, buyers, sellers, distributors,
importers of and dealers in diamonds, gems including industrial diamonds, jewellery,
18
134. To carry on the business of hotel, restaurant, cafe, tavern, beer house, refreshment
room and lodging house keepers, licensed victuallers, wine, beer and spirit merchants,
brewers, malsters, distillers, importers and manufacturers of aerated minerals and
artificial water and other drinks,purveyors, caterers for public amusements generally
proprietors of motor and other vehicles garage proprietors, livery stable keepers, job
matters, farmers, dairyman, ice merchants, importers and brokers of good, live and
dead stock and colonial and foreign produce of all descriptions, hair dressers,
perfumers, chemists, proprietors of clubs, bath, dressing rooms, laundries, reading,
writing and newspaper rooms, libraries, grounds and place of amusement, recreation,
sport entertainment and instruction of all kinds of tobacco and cigar merchants, agents
for railway, shipping and aeroplane companies and carriers, theatrical and opera box
office, proprietors, entrepreneurs.
135. To act as share transfer agents, brokers, underwriters, issue house services, agents,
constituted attorneys.
136. To carry on the business of manufacturers, distillers, importers, exporters, and dealers
in essential oils, natural as well as synthetic essences, flavouring materials, perfumed
spirits, perfumed water and cosmetics of all kinds.
137. To carry on the business of manufacturers and refiners of, exporters and dealers in
sugar, gur and other sacharine substances and all sugar products and by- products.
139. To carry on the business of flour mills, pulse and rice mill owners and manufacturers
of and dealers in flour bread, biscuits, breakfast goods, cattle feeds of all kinds and
materials of every description and to carry on the business as bakers, confectioners and
general provision merchants and dealers.
140. To carry on the business of manufacturers of and dealers in all kinds of ice, including
dry ice, liquid carbondioxide, ice cream and all kinds frozen victuals including frozen
fruits and vegetables and aerated and mineral waters and to carry on all kinds of cold
storage and refrigeration business including the business of manufacturers of and
dealers in all kind of ice making refrigeration and cold storage apparatus, machineries
and other articles used in connection with the ice and cold storage trade.
141. To carry on the business of manufacturers of and dealers in cements of all kinds
including aluminia and magnesia cements, concrete, asbestos gypsum, lime, plasters,
whiting clay, bitumins, soapstones, fixing materials, gravel, sand, bricks, tiles, pipes,
pottery, earthenware glass and glassware, marbles, artificial stones and builders
requisites and conveniences of all kinds.
142. To carry on the business as importers, exporters of and dealers in all kinds of oil seeds
and oleaginous raw materials and also crushers, pressers, extractors and refiners of
oils and fats from the same, and as manufacturers, exporters, importers of and dealers
in oils and fats, hydrogenated or hardened oils, vegetables ghee soaps, candles, oil
cames, feeds, manures, lubrication oils, boiled and stand oils, and other allied
products.
19
145. To manufacture, produce, buy, sell, prepare for, market, manipulate, treat, cure,
submit to any process, trade in, import and otherwise deal in and carry on the business
of, and for that purpose, purchase, sell, resell and repurchase veneers, laminated
boards, furniture of all kinds, household requisites made of wood, bamboo or cane,
sports articles made of wood, bamboo or cane, textile, accessories, handlooms, wearing
appliances, cigar boxes, munition boxes, riffle butts, photo frames mouldings and
articles or things of all kinds in which or for which wood, bamboo or cane is or can be
used.
146. To acquire by grant, purchase, barter, exchange, or otherwise acquire, hold and develop
either absolutely or conditionally and either solely or jointly with others and deal in any
tracts, or tracts of country lands and estate, houses, farms, water rights, way leaves,
and other works, privileges, buildings and hereditaments of any tenure or description
and any estate or interest therein, reversionary, absolute contingent or estates for life
and any rights over or connected with land, buildings and other property and to develop
them for the purposes of residential houses, offices, schools, colleges, shops, mills,
factories, or for any other agricultural, industrial, commercial sanitary and similar
purposes.
147. To carry on the business of Civil Engineers and contractors and to build construct,
alter, maintain, enlarge, pull down, remove or replace and to work manage and control
any offices, factories, mills, shops, machinery,warehouses, roadways, tramways,
railways. Branches or siding, bridges, reservoirs, watercourses, roadways, wharves,
gas works, electric works, water works, drainage buildings and erections of every
description,telephone works, hotels, clubs restaurants, baths, places of worship,
places of amusement,parks, gardens, and other works of amusement, parks, gardens,and
other works and conveniences, and to subsidise, contribute or otherwise assist or take
part in doing any of these things and/or to join with any other person or company or
with any Government or Governmental authority in doing any of these things.
148. To build buy these, hire otherwise acquire for close purchase on auction, sell or let out
any lands, buildings and other property and carry on the business as house, land,
property and estate agents and to arrange or undertake the sale purchase or advertise
for sale or purchase assist in selling or purchasing and to find or introduce purchases
or vendors of and to manage land buildings and other property and provide all other
services in connection with the purchase, sale, lease and acquisition of any land
buildings and other properties.
20
150. To erect, purchase, take on lease or otherwise acquire, estates, forests, plantations, and
other lands of freehold, leasehold or other tenure cultivated,or waste and in particular
lands producing or likely to produce and suitable for planting, cultivation, and mining
of any kind and also grants, concessions, rights, options, claims, licences and
authorities of any description and in particular, of and over any such lands and any
partial joint or other interest therein and either absolutely or optionally or conditionally
and to improve work, cultivate, turn to account and otherwise deal with any such lands,
grants, concessions, rights options, claims, licences, authorities and interests in such
manner as the Directors of the Company may think fit and in particular by clearing
cultivating, planting, irrigating, draining, fencing, building, farming and grazing.
152. To acquire real or leasehold estate and to purchase, lease, construct or otherwise
acquire or provide in any place in which any part of the business of the Company may
from time to time be carried on, all such offices, warehouses, workshops, buildings
houses for employees and Directors, machineries, engines, plant and appliances as
may be considered requisite for the purpose of carrying on the business of the Company
or any part thereof.
21
155. To carry on the business of leasing, hiring, selling, letting, hire-purchases, and as a
hire-purchase finance Company carrying as its business hire-purchase transactions
or the financing of such transactions and an equipment leasing company carrying on
the business of leasing of equipment or the financing of such activity, and to acquire,
provide on lease or on hire-purchase or deferred payment or on other similar basis all
types of plant and machineries, industrial and office equipments, appliances, vehicles,
land and building,real estates, movable and immovable properties and all other assets,
required for manufacturing, processing, mining transportion, electicity generation,
shipping, construction, firefighting, water and waste treatment, pollution, environmemnt
contorl, medical, energy saving, commercial, trading and for other activities.
156. To sell,improve, manage, develop, exchange, lease, rent, mortgage enfranchise, abandon,
dispose of turn to account or otherwise deal with all or any part of the property and right
of the Company.
157. To lay down, construct and build steamships, motor ships sailing vessels, country craft,
launches, lighters, barges or boats or any other type of ship, vessel or boat and for the
purposes aforesaid to act as ship or boat builders, enginers, rivetters, welders,
carpenters, blacksmiths, furniture makers, upholsterers, and to carry on any other
trade or business connected with and relating to the objects aforesaid.
158. To repair, refit, rebuild, service and overhaul ships, vessels and boats of all types and
descriptions and aircraft and for this purpose to erect and maintian docks, dry docks,
dockyards, shipways, hangers, sheds, aerodromes, workshops, repairshops, cranes,
derricks and any other building, erection or installation which is necessary to or
connected with the aforesaid objects.
159. To carry on the business of proprietors of docks, dockyards, shipways, wharves, jetties,
piers, warehouse and stores and of ship owners, ship builders and shipwrits, engineers,
dredgers, tug owners, wharfingers, warehousemen, commisssion agents, ships,
chandlers, merchants, dealers in and suppliers of oil, coal and other fuel for ships’
bunkers and any other businesses which can be conveniently carried on in connection
with the above.
161. To acquire, take-over, promote, establish and carry on all or any of the business of seed
crushers and manufacturers of groundnut, gingelly, castor, cotton, morwra linseed,
rape and mustard cakes, oil extractors, by crushing chemical or any other process, cake
and oil manufacturers, oil refiners, scrap boilers, manufacturers of floors, cloth and
22
162. To carry on the business of the agriculturists, planters, cultivators, farmers and to
plant, cultivate and purchase all kinds of food grains and food stuffs, oil seeds,
vegetables, fruits, grass, timber, bamboo, straw, cotton, jute, rubber, sugarcane, tea,
flowers, coffee, coconuts, cashewnuts, tobacco and other articles that are the produce
of land or soil and to sell, purchase and deal in the same as principals or agents and
to carry on business of manufacture in dairy, farms and garden produce of all kinds,
and in particular milk, cream, butter, ghee, cheese, poultry and eggs, fruits and
vegetables.
163. To engage in the manufacture of Stainless steel item, Utensils, Engineering items.
164. To carry on the business of spinning, weaving, manufacturing, and/or dealing in staple
and synthetic fibre, artificial silk, cotton, other fibres substances and any yarn or
textiles manufactured out of the said substances and the preparation, knitting, dyeing,
colouring, printing, washing, purifying, scouring, bleaching, wringing, drying, ironing,
disinfecting, or any other processing of any of the said substances or its products.
165. To obtain and exploit sole or other agencies for, and manufacture all kinds of
machinery, tools, implements and equipment, tractors, bull-dozers, engines, locomotives,
wagons, rolling stock, motor and steam vehicles, conveyances of all kinds, bicycles,
refrigerating and air conditioning plants, and to repair and maintain the same, whether
belonging to this Company or not.
166. To carry on the business of manufacturers of all kinds and classes of paper, board and
pulp including writing paper, printing paper, absorbent paper, newsprint paper,
wrapping paper, tissue paper, cover paper, blotting paper, filter paper, antique paper,
ivoryfinish paper, coated paper, art paper, bank or bond paper, badami, brown or buff
paper, bible paper, cartridge paper, cloth-lined paper, azure-laid and woven paper,
cream- laid, greaseproof paper, craft paper, manilla paper, envelope paper, tracing
paper, vellum paper, water-proof paper, carbon paper, sensitised paper, chemically
treated paper, litmus paper, photographic paper, glass paper, emery paper, paste
board, card board, straw board, pulp board, leather board, mill board, corrugated
board, duplex and triplex boards, hard boards, plywood- boards, post cards, visiting
cards etc., soda pulp, mechanical pulp, sulphite pulp, semichemical pulp, etc and all
kinds of articles in the manufacture of which in any form, paper, board or pulp is used
and also to deal in or manufacture any other articles or things of a character similar
or analogous to foregoing or any of them or connected therewith.
167. To acquire and take over the whole or part of the business, property, goodwill and
liabilities of any person, firm or company carrying on or about to carry on or possessed
of any property or rights suitable for the purpose of this company.
168. To produce, manufacture, purchase, refine and prepare, alloy, copper, tin, lead, zinc,
aluminium, antimony, gunmetal, bronze, cobalt, bismuth or any other metal or metal
common or rare (in ore, virgin, scrap, alloy, semi-manufactured or finished form or
otherwise) and for the purpose of which to purchase, acquire, erect and install factories,
rolling mills, furnaces, foundries, casting machines, extrusion plants, sheet and rod
rolling mills, drawing mills, and to manufacture sticks, ingots, granules, sheets, strips,
rods, tubes, bars, wires, pipes and other forms of any metal or metals.
23
170. To manufacture, buy, sell convert and fabricate, film bags, tubes, containers of any size
or shape, rigid, flexible or a composite of both, from any thermoplastics or thermosetting
materials by the moulding, processing, extruding, blowing or any combination of the
above and any other methods of forming or conversion and to undertake the sealing,
printing, stamping, shaping, packing of articles mentioned above.
171. To import equipment gadgets and other highly sophisticated technical hardware for
setting up studios and to enter into collaboration with foreign TV studios and Networks.
172. To insure the whole or any part of the property of the Company either fully or partially
to protect and indemnify the Company from liability or loss in any respect either fully
or partially and also to insure and to protect and indemnify and part of portion thereof
either on mutual principle or otherwise.
173. To establish branches or appoint in or outside India for or in connection with any of the
objects of the Company and in particular in relation to the investment of money the sale
of property and the collection and receipt of money.
174. To procure the Company to be registered or recognised in any part of the world.
175. To carry on business as manufacturers and repairers of and dealers in motor cars,
lorries,, bicycles, omnibuses, coaches caravans, ambulances, motor cycles and side
cars, motor bicycles, tricycles, vans, wagons and vehicles of all kinds, airplanes,
seaplanes, flying boats, airships, and other aircraft, motor boats, motor ships and
vessels and accessories of all kinds and in railways and tramway, locomotive, carriages,
trucks, and other vehicles.
176. To design, manufacture, assemble, repair, contract for, let out on hire and generally
deal in automobiles of all types and all other motors and engines, agricultural
magnetos, plant, planes, propellers, air, steam, gas, water and other gauges, indicators,
governors, injectors, high and low pressure and other valves, wheels, carburetors,
sparking plugs, clutches, cocks, union, chucks, stocks, dyes, springs, ramps, screws,
pistons, chains, stay-rods, wires fans, forges, bolts, nuts, washers, studs, drill pins,
rivets, hinges, nails, spikes, variable and other gears, buffers, stops, metal, timber,
canes, asbestos, canvas and other fabrics, linen, radiators, pulleys, belts and belt
fasteners, canopies, hoods, wind and other screens and shields, pumps, lamps, bulbs,
glass, mirrors, bumpers, number plates, horns, batteries, mascots, luggage carriers,
sub-parts, picnic cases, tools, silencers, petrol tanks, chassis, mats and rugs, rims,
spoke, crank cases and gear boxes, commodities, wares, petrol and other fuel
accessories, appliances and tools of every description, whether for use in connection
with automobiles, aeronautics, shipping, munitions of war, engineering or otherwise
howsoever; and all kinds of straight, bent, woven fortified, screwed and other wire work,
and all other allied goods, materials, parts, utensils, compounds and accessories or
requirements.
177. To carry on business as metal makers, refiners and workers generally, ship builders
and shipwrights, dock and wharf proprietors, colliery proprietors are importers and
24
178. To purchase, sell ships and/or to act as shipping agents, stevedores, chatterers, hires,
freight brokers, clearing traveling agents.
181. To import and export programmes for TV networks and other films for exhibition and
to pay or earn royalties from TV/film/music shows.
183. To offer and enter into contracts and agreements for services in connection with the
undertaking of market surveys and for development of markets in any part of the world
for any type of raw materials, minerals, substances, commodities, goods and other
articles and things.
185. To set high standards in the performance of contracts for export particularly regarding
maintenance of quality adhering to specifications and delivery schedule and otherwise
and to purchase from manufacturers or suppliers only quality goods, and to endeavor
25
186. To generate, develop and accumulate electrical hydro- power, mechanical, thermal,
wind, fusion and solar power and energy to any place or places and to transmit,
distribute and supply such power and to carry on the business of power and energy
supply company in all its branches.
(a) Radios of all types and designs, packages of component parts thereof,
radiogramophones, television equipment, electrical equipment, electric motors,
dynamos, electric instruments, applications, apparatus, accessories thereof,
electric wiring accessories, loud-speaking telephones, broadcast apparatus,
electric fans, telegraph, apparatus of all kinds.
(b) Broadcasting studio equipment, moving coil microphones and head receivers,
speech input equipment (mixers, amplifiers, and automatic switching equipment)
disc-recording and re- producing equipment.
(c) Carrier telephone and telegraph equipment, current telephone and telegraph
equipments, composites telephone and telegraph equipments, telephone repeater-
equipments, voice frequency telegraph system (multichannel), voice frequency
teleprinter switchboards.
(d) Radio transmitting and receiving apparatus, commercial radio receivers, high
power radio telephone telegraph transmitters for radio links, medium and low
power general purpose and mobile transmitters, multi-channel U.S.A. radio links.
(e) Telephone exchanges, apparatus, etc., public telephone exchange system (automatic
and manual) trunk or toll exchanges, including frequency signalling equipment,
private telephone systems (automatic and manual) with or without exchange
service, small intercommunicating systems, loud-speaking telephones for private
systems, telephone apparatus for telephone and general purposes, telephone sets
and associated apparatus.
(f) Railway telephone systems, train dispatching systems, train and traffic control.
(h) High tension and low tension transformers of all types and designs, voltages and
wattages, electrical machinery of all kinds and types, such as motors, dynamos,
alternators off all voltages and capacities, electric switchgear both high and low
tension suitable for alternating current and direct current, combustion engines
capable of working from petrol, kerosene, crude oil, gas and steam, of all types and
sizes.
188. To carry on business as manufacturers of and dealers in all condensed milk, jams,
juices, pickles, spices, ciders, coffee and provisions additives, extracts, preservatives,
essences.
26
i) Nothing in this clause III of the Memorandum shall authorise the Company to do
any business which falls within the purview of the Banking Regualtion Act, 1949,
and the Insurnce Act, 1938.
1
V The Authorised Share Capital of the Company is Rs. 15000,00,00,000/- (Rupees
Fifteen Thousand Crore) divided into 1000,00,00,000 (One Thousand Crore)) Equity
shares of Rs. 10- (Rupees Ten) each 500,00,00,000 (Five Hundred Crore) Preference
Shares of Rs. 10/- (Rupees Ten) each with power to increase or reduce the capital and
attach to the said preference shares such preferential, qualified or special rights and
to provide for such rate of dividend on the preference shares as may be determined by
the directors and to vary, or modify or abrogate any such rights, privileges or
conditions in such a manner as may, for the time being, be provided by the regulations
of the company and to consolidate or subdivide the shares and issue shares of higher
or lower denominations.
Foot Notes:
1
The Details of the Alterations to the Authorised Share Capital of the Company since incorporation is stated hereinbelow
(Amount in Rupees)
Equity Share Capital Preference Share Capital Total Authorised
Date Number of Face Total Number of Face Total Capital
Shares Value Shares Value
24.10.2005 i.e.
the date of
Incorporation
of the Company
10 00 00 000 1 10 00 00 000 - - - 10 00 00 000
30.01.2006 10 00 00 00 000 10 1 00 00 00 00 000 5 00 00 00 000 10 50 00 00 00 000 1 50 00 00 00 000
2
Inserted vide resolution passed at the meeting of the members of the Company held on February 25, 2006.
3
The Registered office of the Company has been shifted from the State of Maharashtra to the State of Gujarat w.e.f March 29,
2006 by a resolution passed at the Extraordinary General Meeting of the Company held on February 18, 2006 and confirmed
by the Company Law Board, Western Region Bench, Mumbai vide its Order dated March 21, 2006.
27
Occupation: Service
Atul Kumar Tandon
Occupation: Service
Witness to 1 to 7
Complex
4. Kandasamy Sethuraman 1 Sd/-
Sd/-
S/o. V. Kandasamy Iyer (One Only)
901, B Block, Lake Castle CHS
Ltd., Hiranandani Gardens,
Cliff Avenue, Powai,
Mumbai - 400 076
Occupation: Service
10,00,000
TOTAL
(Ten Lakhs Only)
Place: Mumbai
Dated: 18-10-2005
28
“Capital” “Capital” means the Share Capital for the time being
raised or authorised to be raised, for the purposes of
the Company.
32
33
“Written” and “in “Written” and “in Writing” include printing, lithography
Writing” and other mode or modes of representing or reproducing
words in a visible form or partly one and partly the other.
“Year” and “Year” means a calendar year and “Financial Year” shall
“Financial Year” have the meaning assigned thereto by Section 2(17) of
the Act.
“Depositories Act” ‘Depositories Act’ means the Depositories Act 1996 and
shall include any statutory modification(s) or re-
enactment thereof for the time being in force; and
“Depository” ‘Depository’ shall mean a Depository as defined under
clause (e) of sub-section (1) of Section 2 of the
Depositories Act, 1996.
Expression in the (b) Save as aforesaid, any words or expressions
Act to bear the same defined in the Acts shall, except where the subject
meaning in Articles or context forbids, bear the same meaning in these
Articles.
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35
36
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39
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32. (A) The Company may pay a commission to any person in Power to pay
consideration of:- certain commission
& prohibition of
(i) his subscribing or agreeing to subscribe whether
payment of all other
absolutely or conditionally, for any shares in or
commissions,
debentures of the Company, subject to the
discounts etc.
restrictions specified in sub-section (4A) of Section
76 of the Act; or
(ii) his procuring or agreeing to procure subscriptions,
whether absolute or conditional for any shares in,
or debentures of the Company, if the following
conditions are fulfilled, namely:-
(a) the commission paid or agreed to be paid does
not exceed in the case of shares, five percent of
the price at which the shares are issued and in
the case of debentures, two and half percent of
the price at which the debentures are issued;
(b) the amount or rate percent of the commission
paid or agreed to be paid, on shares or
debentures offered to the public for
subscription, is disclosed in the Prospectus, and
in the case of shares or debentures not offered
to the public for subscription, is disclosed in
the Statement in lieu of Prospectus and filed
before the payment of the Commission with
the Registrar, and where a circular or notice,
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36. The Directors may, from time to time, at their discretion, Directors may
extend the time fixed for the payment of any call, and may extend time
extend such time as to all or any of the members/
debentureholders who from residence at a distance or other
cause, the Directors may deem fairly entitled to such
extension, but no member/debentureholder shall be entitled
to such extension, save as a matter of grace and favour.
37. Any sum, which by the terms of issue of a share/debenture Sums deemed to be
becomes payable on allotment or at any fixed date, whether calls
on account of the nominal value of the share/debenture or
by way of premium, shall for the purposes of these Articles
be deemed to be a call duly made and payable on the date on
which by the terms of issue the same becomes payable, and
in case of non-payment, all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture or
otherwise, shall apply as if such sum had become payable
by virtue of a call duly made and notified.
38. If by the condition of allotment of any shares the whole or Installments on
part of the amount of issue price thereof shall be payable by shares to be duly
installments, every such installment shall, when due, be paid paid
to the Company by the person who, for the time being and
from time to time, shall be the registered holder of the share
or his legal representative.
39. Where any calls for further Share Capital are made on Calls on Shares of
shares, such calls shall be made on a uniform basis on all the same class to be
shares falling under the same class. made on uniform
49 basis
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Outsiders lien not (b) The Company shall be entitled to treat the
to affect Company’s registered holder of any share or debenture
lien as the absolute owner thereof and accordingly
shall not (except as ordered by a court of
competent jurisdiction or by statute required)
be bound to recognise equitable or other claim
to, or interest in, such shares or debentures
on the part of any other person. The
Company’s lien shall prevail notwithstanding
that it has received notice of any such claims.
FORFEITURE
1
If call or installment 49. (a) If any member or debentureholder fails to pay
not paid notice the whole or any part of any call or installment
must be given or securities premium or any money due in
respect of any shares or debentures either by
way of principal or interest or securities
premium on or before the day appointed for
the payment of the same or any such
extension thereof as aforesaid, the Directors
may at any time thereafter, during such time
as the call or any installment or securities
premium or any part thereof or other money
remain unpaid or a judgement or decree in
respect thereof remains unsatisfied in whole
or in part, serve a notice on such member or
debentureholder or on the person (if any)
entitled to the share by transmission requiring
him to pay such call or installment or
securities premium or such part thereof or
other moneys as remaining unpaid together
with any interest that may have accrued and
all expenses that may have been incurred by
the Company by reason of such non payment.
Form of notice (b) The notice shall name a day not being less
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53. The Directors may, at any time, before any share or debenture Power to annul
so forfeited shall have been sold, re-allotted or otherwise forefeiture
disposed of, annul forfeiture thereof upon such conditions
as they think fit.
54. Any member or debentureholder whose shares or debentures Shareholders or
have been forfeited shall, notwithstanding the forfeiture, be debentureholders
liable to pay and shall forthwith pay to the Company, all still liable to pay
calls, installments, interest, expenses and other money owing money owing at
upon or in respect of such shares or debentures at the time time of forfeiture
of the forfeiture together with interest thereon from the time and interest
of the forfeiture until payment at such rate as the Directors
may determine, and the Directors may enforce the payment
of the whole or a portion thereof, if they think fit, but shall
not be under any obligation to do so.
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Right to obtain (h) (i) A copy of any Trust Deed for securing any
copies of and issue of debentures shall be forwarded
inspect Trust Deed to the holder of any such debentures or
any member of the Company at his
request and within seven days of the
making thereof on payment:
(1) in the case of printed Trust Deed of
the such sum as may be prescribed
from time to time; and
(2) in the case of a Trust Deed which
has not been printed of such sum
as may be prescribed, from time to
time, for every one hundred words
or fractional part thereof required to
be copied.
(ii) The Trust Deed referred to in item (i)
above shall also be open to inspection by
any member or debentureholder of the
Company in the same manner, to the
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Shares may be 92. The Company in general meeting may convert any
coverted into stock paid-up shares into stock and when any shares
shall have been converted into stock, the several
holders of such stock may henceforth transfer their
respective interest therein or any part of such
interests, in the same manner and subject to the
same regulations as, and subject to which shares
from which the stock arise might have been
transferred, if no such conversion had taken place,
or as near thereto as circumstances will admit.
The Company may at any time reconvert any stock
into paid-up shares of any denomination.
Right of stock 93. The holders of stock shall, according to the amount
holders of stock, held by them, have the same rights,
privileges and advantages as regards dividends,
voting at meeting of the Company and other
matters, as if they held the shares from which the
stock arose; but no such privilege or advantage
(except participation in the dividends and profits
of the Company and the assets on winding up)
shall be conferred by an amount of stock which
would not if existing in shares, have conferred that
privilege or advantage.
GENERAL MEETINGS
Annual General 94. Subject to the provisions contained in Section 166
Meeting and 210 of the Act, as far as applicable, the
Company shall in each year hold, in addition to
any other meetings, a general meeting as its
annual general meeting, and shall specify, the
meeting as such in the Notice calling it; and not
more than fifteen months shall elapse between the
date of one annual general meeting of the Company
and that of the next.
Provided that if the Registrar for any special
reason, extends the time within which any annual
general meeting shall be held, then such annual
general meeting may be held within such extended
period.
Annual Summary The Company may in any one annual general
meeting fix the time for its subsequent annual
general meetings. Every member of the Company
shall be entitled to attend either in person or by
proxy and the Auditor of the Company shall have
the right to attend and to be heard at any general
meeting, which he attends on any part of the
business which concerns him as Auditor. At every
annual general meeting of the Company, there
shall be laid on the table, the directors’ report,
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Chairman with (d) The Chairman with the consent of the meeting may
consent may adjourn any meeting from time to time and from
adjourn the meeting place to place in the city, town or village where
the registered office of the Company is situate.
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146. (a) The Company may (subject to the provisions of Removal of Directors
Section 284 and other applicable provisions of
the Act and these Articles) remove any director
other than ex-officio directors or special
directors or debenture directors or a nominee
director or a director appointed by the Central
Government in pursuance of Section 408 of the
Act, before the expiry of his period of office.
(b) Special notice as provided by Section 190 of
the Act shall be required for any resolution to
remove a Director under this Article or to
appoint some other persons in place of a
Director so removed at the meeting at which
he is removed.
(c) On receipt of notice of a resolution to remove a
Director under this Article, the Company shall
forthwith send a copy thereof to the Director
concerned and the Director (whether or not he
is member of the Company) shall be entitled to
be heard on the resolution at the meeting.
(d) Where notice is given of a resolution to remove
a Director under this Article and the Director
concerned makes with respect thereto
representations in writing to the Company (not
exceeding a reasonable length) and requests its
notification to members of the Company, the
Company shall unless the representations are
received by it too late for it do so,
(i) in the notice of the resolution given to
members of the Company state the fact
of the representations having been made;
and
(ii) send a copy of the representation to every
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Board resolution at a 153. (a) Except with the consent of the Board of Directors
meeting necessary for of the Company and with the previous approval of
certain contract the Central Government, a Director of the
Company or his relative, a firm in which such a
Director or relative is a partner, any other partner
in such a firm, or a private company of which the
Director is a member or director, shall not enter
into any contract with the Company:
(i) for the sale, purchase or supply of any goods
materials or services or
(ii) for underwriting the subscription of any
shares in, or debentures of the Company.
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Quorum competent (b) A meeting of the Directors for the time being at
to exercise power which a quorum is present shall be competent to
exercise all or any of the authorities, powers and
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101
To acquire property (iii) Subject to the provisions of the Act and these
Articles to purchase or otherwise acquire any
lands, buildings, machinery, premises,
hereditaments, property effects, assets, rights,
credits, royalties, bounties and goodwill of any
person, firm or Company carrying on the business
which this Company is authorised to carry on, at
or for such price or consideration and generally
on such terms and conditions as they may think
fit; and in any such purchase or acquisition to
accept such title as the Board may believe or may
be advised to be reasonably satisfactory;
To purchase lands, (iv) Subject to the provisions of the Act to purchase,
buildings etc. or take on lease for any term or terms of years, or
otherwise acquire any mills or factories or any land
or lands, with or without buildings and outhouses
thereon, situated in any part of India, at such price
or rent and under and subject to such terms and
conditions as the Directors may think fit; and in
any such purchase, lease or other acquisition to
accept such title as the Directors may believe or
may be advised to be reasonably satisfactory;
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188. The Directors may, from time to time, pay to the Interim dividends
members such interim dividends as in their
judgement, the position of the Company justifies.
189. The Directors may retain the Dividends payable Retention of
upon shares in respect of which any person is under dividends until
the Transmission clause of these articles entitled to completion of
become a member or which any person under that transfer under
clause is entitled to transfer until such person shall Article
become a member in respect of such shares or shall
duly transfer the same.
190. Subject to the provisions of the Act, no member shall No member to
be entitled to receive payment of any interest or receive dividend
dividend in respect of his share(s) whilst any money whilst indebted to
may be due or owing from him to the Company in the Company and
respect of such share(s) or debenture(s) or otherwise Company’s right to
however either alone or jointly with any other person re-imbursement
or persons and the Directors may deduct from the therefrom
interest or dividend payable to any member, all sums
of moneys so due from him to the Company.
191. A transfer of shares shall not pass the right to any Transferred Shares
dividend declared thereon before the registration of must be registered
the transfer.
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Dividend and call 194. Any general meeting declaring a dividend may on the
together recommendation of the Directors make a call on the
members for such amount as the meeting fixes, so that
the call on each member shall not exceed the dividend
payable to him and so that the call be made payable at
the same time as the dividend and the dividend may, if
so arranged between the Company and the members,
be set off against the calls.
Dividend to be 195. No dividend shall be payable except in cash. Provided
payable in cash that nothing in this Article shall be deemed to prohibit
the capitalisation of profits or reserves of the Company
for the purpose of issuing fully paid-up bonus shares
or paying up any amount for the time being unpaid on
any shares held by the members of the Company.
Special provision in 196. Subject to the provisions of Section 205 of the Act and
reference to if and in so far as may not be prohibited by that section
dividend
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206. (a) Every Balance Sheet laid before the Company Board’s Report to
in general meeting shall have attached to it a be attached to
Report by the Board of Directors with respect Balance Sheet
to the state of the Company’s affairs; the
amounts, if any which it proposes to carry to
any reserves in such Balance Sheet, the
amount, if any,
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Right of Members to 207. A copy of every Balance Sheet (including the Profit &
copies of Balance Loss Account, the Auditors’ Report and every other
Sheet and Auditors’ document required by Law to be annexed or attached
Report as the case may be, to the Balance Sheet) which is to be
laid before the Company in General Meeting, shall be
made available for inspection at the Registered Office of
the Company during working hours for a period of twenty
one days before the date of the meeting.
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Audit of Branch 211. The Company shall comply with the provisions of Section
Office 228 of the Act in relation to the audit of the accounts of
branch offices of the Company, except to the extent to
which any exemption may be granted by the Central
Government, in that behalf.
Remuneration of 212. The remuneration of the Auditors shall be fixed by the
Auditors Company in general meeting in such manner as the
Company may in general meeting determine except that
the remuneration of any Auditors appointed to fill any
casual vacancy may be fixed by the Directors.
Auditors to have 213. (a) The Auditor/s of the Company shall have a right
access to the books of access at all times to the books and vouchers of
of the Company the Company and shall be entitled to require from
the Directors and Officers of the Company such
information and explanation as may be
necessary for the performance of the duties of
the Auditor/s.
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Foot Notes:
1
Altered vide resolution passed at the Extraordinary General Meeting of the Company held on February 25, 2006.
127
1. K Sethuraman Sd/-
For and on behalf of
Reliance Industries Limited
3rd floor, Maker Chambers IV,
222 Nariman Point,
Mumbai - 400 021
Occupation : Business
Occupation: Service
Atul Kumar Tandon
Witness to 1 to 7
Mumbai - 400 004
Occupation: Service
Complex
Sd/-
4. Kandasamy Sethuraman Sd/-
S/o. V. Kandasamy Iyer
901, B Block, Lake Castle CHS
Ltd., Hiranandani Gardens,
Cliff Avenue, Powai,
Mumbai - 400 076
Occupation: Service
Place: Mumbai
Dated: 18-10-2005
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