Professional Documents
Culture Documents
Certificate of Incorporation
Sd/-
(H.S. SHARMA)
Addl. Registrar of Companies
DELHI & HARYANA
(The Companies Act, 1956)
(Company Limited by Shares)
Memorandum of Association
II. The Registered Office of the Company will be situated in the Union Territory of
Delhi.
1. To manufacture, buy, sell, market, export, produce or prepare and deal in threads.
yarns, cords of cotton, wool, silk, nylon, terylene, acrylic, rayon, dacron, cellulose
flex, hemp, jute, hair and other natural and fibres of synthetic or any other origins.
1. To advance money on the security of goods lying with or under the control of the
company, to receive goods for sale on consignment basis and to do all other such
acts that may be usual or necessary In connection with the main business of the
Company.
3. To purchase, take on lease, or otherwise acquire all or any part of the business or
undertaking or property and assets of any other such person, firm, company or
corporation carrying on main business and agree to discharge their liabilities and
to conduct. Carry on or liquidate all of such business.
5. To get Insured all or any of the Goods lying with the company against damage,
fire loss.
7. To make, draw, Issue, accept, endorse, discount and buy, promissory notes. bills,
of exchange, hundies , cheques, debentures, bonds coupons and such other
negotiable Instruments and securities of all types,
8. Subject to Section. 58A and 292 of the Act and the Regulations made there under
and the directions issued by the Reserve Bank of India, to receive money on
deposit or otherwise, with or without interest and to receive deposit or safe
custody any title deeds or other securities of all types.
9. To enter Into any arrangement with person or companies Of other in such manner
as may be lawful and for such period as may be expedient to further the main
objects of the Company.
11. To enter Into any arrangements Including collaboration with other manufacturers
or suppliers in India or abroad, to acquire knowhow, patterns, trade marks,
inventions, licences and concession. and to pay for the same either in cash or by
Issue of partly paid or fully paid up share. of the company or by way of recurring
royalty payments or share In profits 01 otherwise as may be agreed upon, and to
use, exercise, develop or grant licences In respect .f the property, right. or
information so acquired.
13. To payout of the Company's fund all costs and expenses incurred in connection
with all matters, preliminary and Incidental to the formation, promotion and
incorporation of this company and the costs and expenses Incurred In connection
with all matter preliminary and Incidental to the formation and Incorporation of
any company which may be promoted by this Company.
15. To take or otherwise acquire and hold shares in any other such company having
main objects altogether or in part similar to those of this Company.
16. To enter into partnership or into any arrangement for sharing profits, union of
Interests, or co-operation, joint ventures, reciprocal concession with [any person,
firm or company carrying on or engaged in any business, which this company is
authorised to carry on and to lend money, or to guarantee the contracts of or
otherwise acquire and hold shares or securities of any such person, firm or
company provided that the company shall not do any banking business within the
meaning of Banking Regulation Act. 1949.
17. To promote any Company or "companies" purposes of ( 'acquiring all 'or any of
the property and lia6i1ity 'of this Company or for any other purpose' conducive to
the main business of the Company.
19. To enter into any arrangements with the Government or other authorities,
Municipal Port Trust, Railways, District or Local Boards. Civil and Military
authorities, that may seem conducive to the Company's objects or any of them and
obtain from any such Government or such other authorities any rights, privileges
and concession.
20. To establish and support or ald in the establishment and support 01 associations.
Institutions, funds, trusts and conveniences, calculated to benefit the employees or
ex-employees of the Company (or Its predecessors in business) or the dependents
or connections of such persons end to grant pensions and allowances and to make
payments toward. Provident, Funds and Insurance and to subscribe or guarantee
money for charitable or benevolent objects or for any exhibition, or for any
public, General or useful objects.
21. To float, promote, form, subsidise and assist limited companies or other
companies, syndicates or firm. or associations for the prosecution or .execution of
undertakings, work projects or enterprises of any ~88crlptlon in connection with
the main business of the company.
22. To open any kind of account In any bank and to make accept and ,endorse and
execute all types of promissory notes, bills of exchange and such other negotiable
instrument. of all types In connection with the main business of the company.
23. Subject to Sections 68A and 292 of the Companies Act, 1956, and Regulations
made there under and Directions issued by the R.B.I. to borrow or raise money in
such other manner as the 'company shall 'determine fit and in particular by the
issue of debentures or debenture stock, perpetual or otherwise, charged upon all or
'any of the Company's 'property (both present and future), including its uncalled
capital and to redeem or payoff any such securities in connection with the -main
business of the company.
24. -To establish, provide maintain and conduct or otherwise subsidise in India or any
part of the world, education and training institutions, research laboratories and
experimental workshops for scientific and technical research and experiments, to
undertake and carryon scientific and technical researches. experiment and tests of
all kinds, to promote studies and researches, scientific and technical investigation,
providing, subsiding, endowing or assisting laboratories, workshops, libraries,
lectures,
25. To buy for the purpose of the main business of the Company steam, heat, light,
electricity, gas or any other such power making of gas, and to take all steps
conducive to the main business of the company.
26. To acquire, from any person or any source, technical information, know how,
data, formulase, techniques and methods, engineering, manufacturing, and
operating plans, layouts, blue print. and other data for the design, Installation,
erection and consultancy, maintanance, operation of the plant, machinery,
equipment and facilities whatsoever required for attaining the main objects of the
Company and objects ancillary to the attainment of the main objects and to
acquire or grant or, licence such other rights and benefits in connection there with,
27. To purchase, take On lease or otherwise acquire the undertaking ,business and
property or any part thereof any company or companies carrying on business in
India or elsewhere which this Company is entitled to undertake.
28. To enter into contracts, agreements and arrangements with any other such
company, firm or person for the carrying out by such other company, firm or
person on behalf of the Company any of the main objects for which this Company
is formed.
29. To revise, clean restore, recondition, treat end otherwise manipulate by any
process or means by products, re-use any waste, and other products
.capable of being manufactured or produced out of or with the use of all or any
raw material's Ingredients, substances or commodities used In the manufacture of
all or any of the products which the Company is entitled to manufacture or deal In
and to make such other use of the same for the attainment of the main objects of
the company.
30. To repair, alter, remodel. Clean, renovate, convert, manipulate and prepare for
sale or otherwise any goods belonging to the Company.
31. To employ experts to Investigate Into end examine the conditions, prospects,
value, character and circumstance of any business concerns and undertakings and
any assets, property or rights as may necessary in connection with the main
business of the Company.
32. . To carry on any business or branch of a
business which this Company is authorised to carry on through the agency of any
subsidiary company or companies and to enter Into any arrangement with such
subsidiary Company or companies for taking the profits end bearing the losses of
any business or branch of business 80 carried on or for financing any such
subsidiary company or guaranteeing Its liabilities, or to make any business or
branch of business 80 carried on at any time and either temporary or permanently
to clo.8 any such branch of business.
33. To dispose of any property belonging to the Company and to help in purchase of
any article or articles, whether made by the Company or not by way of advance or
to assist in the purchase of any such article or articles.
34. To buy foreign exchange In all lawful ways in compliance with the relevant laws
of India and of the foreign country, concerned in that behalf for the attainment of
main object of the company.
35. To grant licences, easements and such other rights over and dispose of the
undertaking property, assets, rights and effects of the company or any part
thereof, for such consideration as the Company may deem fit and in particular for
shares, debentures or securities of any other such company.
36. Subject to Sections 391 to 394 of the Companies Act.,1956 to amalgamate with
any other company whose objects are similar to those of this Company whether
by sale or purchase of fully or partly paid up shares or otherwise of the
undertaking or any such other company,as aforesaid, with or without winding up
or by sale or purchase of all or a controlling interest in the shares or stock of the
other company as aforesaid or in any other such manner.
37. Subject to the provisions of Section 78 of the Companies Act, 1956 to place to
reserve or to distribute as dividend or bonus or bonus shares among the members
or otherwise to apply as the company may from time to time, determine any
moneys belonging to the company including those received by way of premium
on shares or debentures issued by the Company at a premium and any moneys
received in respect of dividend accrued on forfeited shares and moneys arising
from the release by the Company of forfeited shares.
38. To apply for purchase or otherwise acquire, prolong and renew, In the part of the
world, any patents, patent rights, bre.~ .• ~... 5 •••••• marks, designs, licences, and
corrceaslons conte-'-=,; ., 7 - _ non-exclusive or limited right to their use in7~~ _
•• .., Invention which may seem capable of be::-:~ IlSIlI •. _ •• the main business
of the Company or the acq~s.":oz ." ••••••• seem calculated directly or indirectly
to be'lle9:" C • and to use, exercise, develop or grant !':::er:ces _ 2 II ~ or
otherwise the property rights, and lnforrnar'on sc ••.. • •••• expend money in
experimenting upon, test:;;:r 2 - ••• such patents, inventions or nghts.
39. Subject to the provisions of the ~=--_ •.. .•. to make donations to such persons or
instrt ... ~ ••••••• ~ any other such assets as may be conC..:t:»te _ •• •• _
company's main objects or otherwise exped;e::1 -.&. $ 7 •••
41. To pay for any rights or property acquired by the Co~.-· r.c'ED 'e-",cerate any
person or company for services randereo CY 10 ::lit ,-r.-'A:!--:': n or about the
formation or promotion of the Co..,..pa~· O' r-"! 11:::;,.$-::':'- of property by the
Company or the conduct of its t>_si-~ ••• -~:-~ t, CHi"! payment or by the
allotment of shares, debe-tui~-S, C' 1-': - c::"e- ~:- -1:;,5 of the Company, credited
aa paid up in full or inpa~.
42. To adopt such means of making known the ~Lsi~ G·f t"' . .e Co-c::-', I' may seem
expedient, and in particular. by e::r, ~"t):S"-";;; r- r~ P"~. b', circulars, and
exhibition of works of art or i~:~·;s"~ ::;, I=_:)CItlon of books and periodicals.
and by granting prizes. re .', ,a'C'S a -: c ; - a: : rt s.
43. To invest in other than investment in Compart:{s c ••• - S" a"es a- c:e::; with the
money of the Company not immediately req..:~e:;'" S _:h T. a - rer as may. from
time to time, be determined and to 103:1::; rr'l:·-~~ 0- co,,;;a,~e ct Immovable
property or on hypothecation or pled". of rr.ov aO'e ;::.V"~;t., •• .tn or without
security,
44. To undertake and execute any trust (including the ot"ice of uecdOf. administrator.
receiver) of the undertak.ing of •••• r.icn may leem to the Company desirable and
either gratuitously or other"'":s.e Inc ves1 any real 01 personal property, rights or
Interest acquired by or belonging to the Company in any person or Company On
behalf of or for the benefit of the Company with or without any declared trust in
favour of the Company.
45. fo Insure the whole or any part of the property of the Company, elthe, fully or
partly, and to protect and indemnify the Company from liability or los, in any
respect.
46. fo exercise ali or any of its corporate powers. rights and privilege. and tG conduct
its main business in all or any of its branches In the Union of India and in any or
all states, territories, possessions, colonies and dependencies thereof and in any or
all foreign countries and for this purpose to have and maintain and to discontinue
such number of offic •• and agencies therein as may be convenient,
47. To'procurethe c.mpany to be registered or recognls.d under the laws of land in any
part of the world.
48. To make denatlon to any national fund or any other such fund conatltuted for.
charitable, national or such other purpose, subject to Section 293-A of the
Companies Act, 1956.
49. foereate any depreciation fund, reserve fund, sinking fund. Insurance fund or any
speciator such other fund whether for depreciation or for repairing, improving Or
~aintain1n~{anv of the property of the Company or for redemptiOn of debentures
or redeemable preference shares or for special dividend. or, equalising dividends
or for any other purpose and to transf., any such fund or part thereof. to any of the
other fundi herein mentioned.
50. Without prejudice to the generality of the foregoing, to undertake. carry out,
promote and sponsor any activity for publlcatlon of any booklet literature.
attainment articles or organising lectures, conferences or seminars, workshops
training programmes as are likely to advance the main objects or for giving merit
awards, scholarships, any other such assistance to lnstltutes, deserving students or
other such scholars, consultants or persons to enable them to pursue studies
oracademic pursuits and for establishing or assisting lnstltuticn, fund, or trust,
having any on. of the main objects a. one of its main obiects,
produce q.f all kind. end In pfJrticular milk, cream, butter, ghee. cheese, poultry,
eggs, fruit., vegetable 011., vegetable ghea, parkpiee, s.ulages, prawns, potted
meat, table delicacies and to purchase. acculre, keap. maintain, breed, sell or
otherwis. dispose of all kinds of cattles. cows.
oth.r watefl, luppltefl of heat, light. water, gas or brine for refrigerating purpos.'
and to keeP, maintain and equip .,,,vieo Itatlon. for th. said purpo.,.
4. To.f\IAQ., Inci Q8rry on th. bu.ln ••• of reiling, packing, grading, preparing f.r
market .ggs, butter, cr.am, milk, farm and poultry preducts of all description. To
hatch, breed and rals •• ith,r by natural means, or lncubators .rotherwl •• poultry
of all kinds and to buy, .ell, rear and deid In chicken', cllicken food,lncubator. or
oth.rwi.. poultry of all kinds, ducks. turkey 8eese end guinea fowl •• partrida ••
and otber birds.. To c.rr.y on the buaiA8Slo.f sl&uGht.rlng:c.ttl.~ plWl. hog.;
sll"p·.lambsllInd. other animals forfooo"purpo ••• ,al maybap.rrom.d, by law and
to' manufacture hides. oU.,fat, hO'r·n,glueif •• lh.r ••. feJ'III~ ••.• and
Iyah,Qtfl81t,ly-pr9dJ,u;t. thereof.
5. 1'0 .rect, construct, •• tabllsh and provide all kinds of conveniences, Improve.
ments,entertainmenl,lnparttcula' r •• dino,writing,bi.s.cope and cinema Ihows,
hacker., lafe deposit., ilt&b4 •• , tel.phon,.,.telegraphs, club.. ,tortts. provl.ions,
shops, bath vault •..• wimming tallk. aod pools andtavatori •• ,
12. To acquire or set up and run hospitals, clinics, nursing homes, maternity and
family planning units or pathological laboratories and optician shops.
16. To carryon the business of manufacturers of and dealers in all types of celluloid,
bakelite, industrial rollers, sheets, belting, tyres, tubes, scientific, Industrial and
surgical instruments and agricultural equipments.
20. To carryon business of timber and lumber merchants, lumber yard and sawmill
proprietors and to buy, sell, prepare, for market, import and deal In timber and
wood of all kinds and to carryon the business of logging and lumbering,
purchasing, acquiring and leaslng timber berths.
22. To carryon the business of spinners, weavers, manufacturers of cotton textiles and
other fibrous materials, balers and pressers ot jute cutting, lut. rejections. hemp
and the cultivation thereof andth. business of Ituyer., .eller. and dealer. of jute,
Jute cutting, Jute reJections, jute manufacturing, hemp and other fibrous material,
oil seeds and any other seeds and products and of goods or merchandise made
thereof and to transact all manufacturing or cutting and preparing processes and
mercantile business that may be necessary or expedient.
24. To sink wells and shafts, lay sown pipes, construct. Improve. maintain. develop
work. manage. carry out or control any roadways. tramways, runways. branches
or sidings, bridges. telegraph lines, canals. reservoirs, water courses, sharves,
sheds, hydraulic works. electric works and factories. pow.er houses, cooly lines
and house. and village s,
27. To carryon the business of water works engineer. and manufacturers ana suppliers
of atomic powers and gas generators.
28. To build bus bodies and to manufacture railway wagons. passenger coaches
(Railways or Roadways). tramways and their components, jigs and fixtures,
precision instruments, gas welding plants, paper and cement plants, general
purpose and tool room machinery, hardening, annealing and tempering furnaces.
motor boats. cables and conductors.
29. To manufacture. buy. sell. import and export cement. rayon. pulp, glal' wool, and
other sound and water proofing materials of all types.
30. To carry on Research and Development. to manufacture. buy. sell, Import and
export, to act as distributing agents. developers, processors, consultants. repairers
and dealers in the field of all kinds and source' e1energy such as mechanical.
electrical. heat. sound and light derived from natural and other sources including
in particular from the use of oil. gas. coal, water and other sources of energy such
as solar, geothermal wind, tides, blopas, gobar-gas, wastes and other residual
products thereof and to supply, use, purchase, acquire, distribute and apply the
same for industrial. commercial, and domestic or such other purpose for providing
motive power. electric power. thermal power and other types of power for
lighting, heating, cooling. refrigeration, drying. seasoning. evaporation. distilling
and to develop processes. equipments instruments. apparatuses. appliances and
accessories for conversion of one type of energy to other and in connection with
all the aforementioned objects, to acquire, construct, manufacture.• erect, lay
down, alter. work, all equipments, instruments, apparatuses. appliances and other
plant and machinery and to supply all such materials, products and things as may
be necessary or convenient in connection with the production. use, storage,
regulation, measurement, supply and distribution of such products by the
company.
33. To carryon business of purchase and sale of Kapas, Cotton and Cotton seeds and
man-made fibres and plastic business.
34. To buy, sell, improve. alter, deal in Handicrafts, Brass Wares. China Ware.,
Cutlery, Crockery, Dry fruits. perfumes. and other material that can b.
conveniently dealt with by the Company and export of any other possible item,
from time to time and to carryon in India or elsewhere the business Qf importers,
exporters of and dealers in all kinds of industrial. personal and household goods.
materials, commodities. products, articles, chattles, merchandise, live and dead
stock and movable property and rights of every kind. general traders and
merchants. contractors, sub-contractors, concessionaires, storekeepers, carrierl.
packing, freights and forwarding and travel agente and oontractor., wa"
housemen, trustee, brokers and te carryon trading in all branches of business and
to carryon the said business either as principals ., otherwise.
36. To c8'l'ry on the busine.... 8f quarry proprietors, .tone and granite merchants,
dealers, exporters and contractor. and to sesrch for, mine, win, raise, make
marketable, use, sell and dispose of granite stone, coal, minerals and mineral
sub.tance. and products and to prepare and manufacture cement paving blocks,
wax and bituminous road materials.
38. To carryon the buslnese of hotel, restaurant, cafe, tavern, bee, house, restaurant
room and hou.e-keeper, licenced victuallers, purveyors, caterers for public
amusement entertainment generally, proprietors of clubs, dressing rooms,
laundries, grounds and places of amusements, recreations. sports, tennis courts,
swimming pools, entertainment parks and institution. of all kinds.
39. To manufacture, produce, compress, liquify, supply, purchase, sell, trade, import
export distribute as agents of all types of industrial, domestic, medical and
commercial gases such 8S oxygen, hydrogen, acetylene, nItrogen,
arqon.carbondloxlde, freon, dissolved acetylene, freon carconio acid in gas and
liquid .torm,
40. To blllY, sell, manufacture, fabricate, repair, alte" convert, reconditions, improve,
exchange, barter,,import, export, let on hire and deal in all type. of gas cylinders,
bottles, containers, receivers, corks, valves, scales, liberators, gas masks,
regulators, compressors, engines, machines, laboratory equlprnents, tools and
such other appliances, equlpments, apparatus, canvenienc •• and accessories
connected therewith.
42. To carryon the business as .eed merchants, 011 merch nuts, condiments and castor
merchants, cake and corn, and flour merchants, bakers, biscuit makers and
confee .
43. To carryon business In securities, and to deal in stocks
44. To carryon the business of steel furniture, Iron saf equipments and such other
steel structural pr .- .
48. fo deal In, supply, manufacture, Import,.11 kind. •• c -: .'h!r. .-rume • • nd beauty
aida.
50. To carry on the business of advertising agenta both out-door and through
new.papera, magazines, books, periodicals directories, scr ••••• , wall., buses,
railway carriages, or through any such other media Df adverti.ement of aU type ••
(a) Polymers, natural or .ynthetic re.ln., plastic •• lat..... and .uCh other kinds of
resins and plastic products and good. thereof.
(d) Pesticides and insecticides and their formulations, f.rtillze,. of all types and kinds.
52. '1'0 establish. purchase, sell, take on leas., hire or oth.rwl.e acqulre and work anV
textile mill. hendlooms, power looms, cotton ginning and pressing factory. jute,
hemp or such other fibre presses •• pinning mills, weaving mill •• waste process
plants for pressing merchandi.e Into bales and to buy ••• 11. Import. export,
pledge. speculate, enter Into forward nansectlons or otherwise deal in jute. cotton,
kapas, cotton s.ed, flex, hemp .i1kand produot,s made thereof.
53. '1'0 carry on the buslnes. of millers in all It. branche.. to .et up mm. for milling
Wheat Gram. Cereals Dal, Belin. Maida. Atta, SuUand other allied products. and
to manufacture any bye-products. food products SUGh as Biscuits, Flakes, Dalia
and confectionery from flour. of all kinds and description and to set up factories
or mill. for the manufaoture thereof.
55. To manufacture, process. formulate and to draw wir.. of all kinds and
descriptions, whether of copper or aluminium or any other such metal, by any
process or methods being employed or by researches on any metal or nonmetal or
any other such type of material required or may be innovated in future.
57. '1'0 carry on the business of manufacturer. of and dealers in r •• dvmad. garments
of all kinds.
58. T •• ,sl" any company or such other enterprise tn It, deatings wtlh en,
Government, local, statutory and such other authority whether in india or abroad
in the legitimate pursuit of its activities and to produce capital for any company or
enterprises.
59. "0 carry on the business of manufacturers and dealers of woollen, hosiery goods
of every kind, nature and description for men, women and children.
61. "0 carryon the business of steam end general laundry and to wash, clean, purify,
bleach, wring, dry, iron, colour, dye, disinfect, renovate and prepare for use a\l
articles of wearing apparel, household, domestic and other linen, cotton and
woollen goods and clothing and fabrics of ell kinds and to buY, sell, hire,
manufacture, repair, let on hire, alter, improve, treat and deal In al\ apparatus,
machines, material and articles of all kinds used for any such purpose ••
62. "0 carryon the buslnes, of Importers and exporters, shipowner., ship bullders,
charterers of such other vessel., ware housemen, and Insurance brokers, oarriers,
forwarding agents, and wharfingers.
63. To set up tanneries and to carry on the business as manufacturers of and dealera
In leather and leather goods of all descriptions and of leather dresses, hldes, skins
and all things and material connected the.rewlth.
64. ,.. carry on the business of adviser. on pr.blems relating to the administration and
organisation of industry and business and to advise upon the means and methods
for extending, developing and improving all types of business or industries and all
systems and processes relatIng to production, storage, distribution, marketing and
sale of goods and/or relating to the rendering of the serviaes.
65. 1'0 purchase or otherwise acquire or carryon the business of manufacturer. of and
dealers in bricks, tiles, stones, pipes, potteries, earthem or china and similar goods
and any substitutes thereof in building material of any kind, spare parts,
accessories and all things used by civil, mechanical, electronic electric (including
electric) and reirigeration .0Rtractor ••
66. round.rtakel cerry out, promote and .pon.orprogramme~fOr rUfel devetop6 ment
including any pro.gramme for promoting social and economic welfar. or the
upliftment of the people in any rural area and to incur any expenditure on any
such programme ~f rural development and to assist execution and promotion
thereof either directly or through any agency or in any other manner. Without
prejudice to the generality of the foregoing, the words 'Rural Area' shallinolude
·suchareas as may be regarded as rural areas under section 35-CC of the IncoOle-
Tax Act. 1961 or any other such law relating Ie rural development for the time
being in force or a. may be considered by the Directors of rural areas and in order
to implement any of the above mentioned objects or purposes the Directors may,
at theIr discretion, transfer without consideration or at such full or conceasional
valu. as the Directors may think fit and divest the ownership of any property of
tne cornpany to or in favour of any public or local body or authority or Central or
Stat. Government or any public institution, Trust or Fund or any other agency
devoted to the work of rural development as approved by the Central Government
.r State Government or any other appropriate authority rela 'ad thereto.
87. To erect construct, establish and provide 1111 kind. of conveniences,
improvements, for customers and others and In particular locke,., safe deposits.
vaults. stables, telephone and telegraph facilities, . clubs, stores provlelons, shops,
baths, swimming, tanks, pools and laboratories.
68. To carryon the business of Ic. makers, ic. dealer •• refrigerating stockeepers,
makers, manufacturers of and deal era In freezing and fefrigeratingagentl
mixtures and chemical. of all d •• crlptlons.
69~ To carryo~ the business of stock and Iharebroke" and to deal (purchase. lind sale)
in shares, securities, debentures of private and public sector companies registered
under Companies Act, 1956 and to deal in Governmen, Securities, Trust
Securities and all other such types of securttles and actlenabl. claims and to hold
them as investments for earning profits.
(19)
71. To sell export or otherwise by the themselves or through agent to carry on
business as brewers, malters hop-growers and merchants, bottlers. agents and
distributors; barley and general grain-flowers, raisers, importers, processors,
driers and merchants, manufacturers of and
of aerated, mineral and medical and medicated waters, spirits, alcohols and
general temperance and such other drinks, beverages, and cordials bottle stopper
makers, coopers, manufactures of boxes; cartoons, paper and such other bags of
all types and packing recepta-
72. To purchase, manufacture, produce, boll, refine, prepare, Import, export, sell and
to deal in sugar, sugar candy, jaggery, sugarbeet, sugarcan., molasses, syrups and
all other sugar products such as confectionery, glucose golden .yrup, alcohol and
their by-products.
73. To carryon In India or elseWhere the buslne •• of Importers and exporters of, and
dealers In all such items that are permissible under Import and Export Trade
Policy of the Government of India, and also to buy and sell, either as principal to
principal or as broker, Import Replenishment Licences as per the policy of the
Government of India.
74. To carryon the buslness of hire purchase, leasing & finance company and to
finance all types of vehicles, building & estates commercial and
75. To carryon the buslness of contractors, builders, housing tlnance, broker de.ler.
lind estate agents.
(20)
(THE COMPANIES ACT, 1956) (COMPANY LIMITED BY SHARES) ARTICLES
OF ASSOCIATION
OF
I. INTERPRETATION
"The Act" means the Companies Act, 1956al'ldfncfudes where the context so requires
any re-enactment or statutory modification thereof for the timebeii1g in force.
"The Board" or "Board of Directors" means the Board of Directors, for the time being of
the Company.
"The Directors" means the Directors, for the time being, of the Company.
"The ManagingDirector" means the Mana ging Director, for the time.being, of the
Company.
"The Office" means the Registered Office, for the time being, of the Company.
"Register" means the Register of members of the Company to be kept pursuantto Section
150 of the Act.
"The Registrar" means the Registrar of the Companies of the state where the so registered
office of the company is situated.
"In Writing" and written" includes printing, Iithogtilphy and other modes of representing
of reproducing word. in any visible form.
Words importing singular number shall include the plural number and vise versa.
H. PRELIMINARY
Act" 1956 (herein after referred to as the Act) shall apply to the Company except that
such Regulations as are embodied in these Articlel of Association shall exclude
corresponding provision in tablec"A" aforesaid.
2. The words and expresslens shall have the lame meaning .1 In the Comp.nles Act, 1956.
3. fhe Company Is a Private Company within the meaning of Section 2 (35) and 3 (1)
(III) of the Companies Act. 1956 and accordingly
(a) restricts the rights, to transfer Itl Ih.res In the manner as herein after provided.
(II) persons who, having been formerly In the employment of the Company~ were
members of the Company, while In that employment and have continued to be the
members after the employment cealed, provided that where two or more peraons hold one
or more shares In the Company jointly, they shall, for the purpose of thl. definition, be
treated .1 a lingle member, and
(e) prohibita, any Invitation to the publlo to lul»acrlbe for any Ihare. in, or debentures of.
the Company.
IV. SHARES
Shire Capital 5. The Authorised Share Capital of the Company shall be such amount and
b.
dlvid_ed into such shares as may. from time to tim •• be provided in Clause V of the
Memorandum of Association with power to increase or reduce the capital and divide the
shar •• in the capital of the Company for the time belngint~ Equity Share Capital and
Preference Share Capital and to attach thereto respectively anY preferential, qualified or
special rights, privilege. or conditions as may be determined In accordance with these
present and modify or abrogate any such rights, privileges or condition. in such
manner 81 may for the time being be permitted by the said Act. , W
(THE COMPANIES ACT, 1956) (COMPANY LIMITED BY SHARES) ARTICLES OF
ASSOCIATION
OF
I. INTERPRETATION
Unless the context otherwise requires, words or experessions contained In these Articles
shall bear the same meaning as in the Act or any statutory modification thereof in force
on the date on which the Articles become binding on the Company. The headings in the
margins hereto shall not effect the construction hereof and In these presents, unless there
be something in the subject or context in consistent therewith.
"The Act" means the Companies Act, 1956 and includes where the context so requires
any re-enactment or statutory modification thereof for the time being in force.
"The Board" or "Board of Directors" means the Board of Directors, for the time being of
the Company.
"The Directors" means the Directors, for the time being, of the Company.
"The ManagingDirector" means the Mana ging Director, for the time being, of the
Company.
"The Office" means the Registered Office, for the time being, of the Company.
"The Registrar" means the Registrar of the Companies of the state where the so registered
office of the company Is situated.
Words importing singular number shall include the plural number and vise versa.
II. PRELIMINARY
Act. 1956 (herein after referred to as the Act) shall apply to the Company except that
such Regulations as are embodied in these Article. of
2. The words and expression. shall have the •• me meaning a.- In the Companies Act.
1956.
'" ,r ">c and 3 (1) (III) of the Companies Act. 1956 and accord Ingly
(a) restricts the rights. to tran.fer It •• harea In the manner a. herein after provided.
(e) prohibits. any Invitation to the publlo to .ubscrlbe for any .har •• in, or debenture. of,
the Company.
4. The buslne •• of the C'Ompany Ihall commence loon aft.r It. Incorporation.
IV. SHARES
Shtre Capital 5. The Authorised Share Capital of the Company shall be .uch amount and
be divided into such shares as may, from time to time, be provided in Clause V of the
Memorandum of Association with power to increase or reduce th. capital and divide the
share. in the capital of the Company for the time being into Equity Share Capital and
Preference Share Capital and to attach thereto respectively any preferential, Qualified or
special rights, privlleg •• or conditions 8S may be determined In accordance with these
present and modify or abrogate any such rights. privileges or condition. In such
manner 8S may for the time being be permitted by the laid Act.
(2)
e. (a) The.hares shall b •• t~th.'dlspo:S.I'of.th. Board ofD.tra.:tor. and they /ill".,., the
DI,po,·
- . _. time and ensech term. and condition. a. thoy mov think fit and proper.
(b) The allotment of .hares .hall be made by the Board at Ita meeting.. ,~
-'" t J ••.•
acceptance of shares within the meaning of these Articles, and every person
who, thus or otherwise, agrees to 8'Ccept any ohares and whose name I. ..• .....~
r., entered In the Register o.f Membars.shall f-or the purpa.e of the •• Artiele.,
be 8 shareholder.
eo If by the condition. of allotment -of any sher.e, the whole or part of the
O' amount er Issue price therao.t shalL be payable by Instalment., overy In.talmant on
lhar ••
such Instalment ahall, when due, be paid to the compa-ny by the the person ttl a, ~uly
pl/~
who, for the time being and from time to time, shall be the registered holder ~ ",;; __
.f the share, or hia heira, executlfli" admlnl.tretor., and l.8gal tapre· t·~-':. ,-"':', J ••...
• entative ••
I "" 1 • 1.._
,
'g, Every member or hi. helra, .xecuto,., edmlnl.trll1ors a.slgn.ea OJ other repr.- ,. 'I'/u I U
•• r'
I' hi •• hare or ahares, which may for the tlmebetng remsln unpaid thereon, In such
amounts, at such tim. or timea, and loauoh manner •• the Dlrectors shall, from time to
time, jn accordan.ce with. theCompany~a regulations, requlre or fix for the payment
thereof and so long .a •. anV money'. ere due owing and unpaid to the company by any
member on any account,
such member In default ahall not be entitled. at the option of the ' ,. .'
10. Without prejudice to the provision in Article 11 contained therein no .harf, fran.", of
Shiro
.hall ~e transferred to 8 person who ia not a member ,of the company 80 t. other,
long iii amy person selected by Dlrectors a. ens whom it is dsalrab! • .In the
I ! tc
(b) by.a member to any child or lineal descendant, son-in-law, father, mother of Shire.
. ..m •. ,. .
member.,
(c) In case of death of a member by his heirs, executorl, admlnl.trator • .,
-v., . by the holder of the SUccession Certificate to any child or IInesl de.cendant, son-
In.law, father, mother, brother, sister •.. nephew, niece, widow or widower of such
deceased member.
0'_, •. ., .• ",.. 12. Sub/eet '0 Section 111 ot ths Act. 'he Board of direc'oro mey also
W"hout
",n"., wlth"u,. . .
to per.on not previously approved by them. But these prov/siona shall not epplv to II
transfer made pursuant to claUse 11 hereof.
, "'. ~ lIolI ••• , "'UUI t 3. If the director. r.fus. to register transf.r of any share, they .hall.
send t.
the transf.re. and transferor notiee of the r.fusal, in accordance with the provision. of
section 111 (2) of the Act.
en uslness 0 the
member. Is present .
• It., 1"1t .1I1r.. t 6. All general meeting. other than the Annual General Meeting shall b.
called
O'~'It." MH'/n, .
"fI' Annu.' •• n.", 16. (8) Subject to the provisions of the Com panies Act, 1956,
u •• "", the first Annual General Meeting -of the company shall be held Within eighteen
month. from the date of Its incorporation.
, (b) Each Annual Genera' Meeting after the First Annual General MeetIng of
the Company shall be held within six months after the expiry of €taGh
' Accounting year or within such extended timo as It I, approved bV the Reglatrar of
Companies under Section 166 of the Act.
, • 17. Subject to lectlon 190, 171 and 219 of the Companies Act. 1966, general
Not'~..' .n.,.,
IIN11n. meeting ahall be convened on not less than 3 (three) days notice to the members
end the auditors of the Company specifying the place, day and hour of the maeting with
statement of the business to be trans8cted at the meeting.
1"- ••
18. The Chairman of the Board shall be the Chairman of the General Meeting.
Cltll,,,,.,, 0/ MHlln.
18. A tleast two members entitled to vote and present In person shall form the
", • ., 20. On poll every member Ihall have one vote In respect of each aha,e held
by him.
VII. DIRECTORS
f -- "- ~1. (a) The numb., 01 01' •• ' ••.• shall be, minimum two •••• maximum Twelve •
(4)
22. (l) The following shall be the first Directors of the Company, namely ;_ First
Dlrectorl
(ll) The Directors shall have the right to appoint Additional Director or Appointment Of
Directors within the permissible limit as laid down In Article 21 herein. Directors
23. Subject to section 313 of the Act, the Company may appotntan Alternate
Alternate Director9
during his ab •• nce, for a period of not less than 3 (three) months
from the State in which meetings of the Board are ordinarily held. An
Alternate Director shall not be required to hold any qualification shares, Director not to
hold
24. The Directors shall not be required to hold any qualification shares, qualification
shares
25. Subject to the provisions of the Companies Act, 1956 and Rules framed
DR~mUtneration of
irsc ors
thereunder each of the Directors shall be paid a aitting fee of Rs. 250/'
(Rupees Two hundred Fifty) for each meeting of the Board of Director. •
him for attending the meeting, and for coming over from his place of
26. The Directors may meet together for the despatch of business, adjourn Meeting of
Directors
and otherwise regulate their meetings as they may think fit. subject to tb.
provisions of. Sections 285 to 288 of the Companies Act, 1956.
27. If any Director, subject to Section 314 of the Companies Act, 1956, being Directors
may per.
willing shall be called upon to perform extra services or to make any form extra service
special exertion, for the purpose of the Company, the Company may
28. Except a resolution, which the Companies Act. 1956, requires It speclf'· Resolution
by cally to be passed In a Board of Directors Meeting a resolution Circulation
29. The Chairman of the Board shall take the Chair at every meeting of the Chairman
10 minutes after the time appointed for holding the meeting the othe,
30. Subject to Section 197 A of the Act, the Director. may Managing DlrectOf
Director on such remuneration, terms and conditions as they may think fit
and proper, and may remove him a.d appoint some ot"er Director In hie
(5)
P.ower to be exer- 31. Th. Board of Dlrectorl of the Company Ihall exercise the following
cMlsedtO by BO,ard at powera on behalf of the Company and it Ihall do so and only by
meanl of
ee mg on y
on their .har., ~
(0) the power to borrow menev otherwlsl than on d.bentur.l; (d) the power to Investth.
fundi of the Company; and
M S 32. SUbject to lectlons 197 It. .nd 383 It. of the Act, • Manager
anager or ecretary
or Secretary may be appolnt.d by the Board on .uch t.rml • • t such remuneratfon and
upon auch condition. •• /'t may think f/1 'nd .ny Manager or S.cretary .0 appointed m.y b.
r.mov.d by the Bo.rd.
Powers of Directors 33. WIthout preJudlc. to the g.neral pow.r conferred by th.le pr,sentl.
it is
hereby expressly declared that the Dlr.ctor •• hall have the followlno pow.r.:
re rmrnarv an
Incidental expenses to the promotion. ,.o/st ••.•• on and 'Itabll.hment of the Company.
acqulr •• at such prlc. and on such t.rm. and condltlona. •• they may think fit.
(iii) With the consent of the Company In G.neral M •• tlng. to 1.11. exchange
Sell and dispose of or otherwls. dl.pos. of. absolutely or conditionally. a/l or any par' .f
Property property. privilege. end undertakingl of the Company, upon such term. and
condltlens and for luch conlid.ration, .1 they may think fit.
lecretaries, officerl, clerkl, .ervantl and other persona employed in or In connection with
the CompanY'1 business for permanent, t.mporary or Ipecial services as they may, from
tim. to time, think fit .nd to determine their powers, duties and fix their salaries or
emolum.ntl and to obtain security from them, for luch period and for luch amount aa they
may think fit.
(6)
Banku,uplcy, ,xIII) To act on Ibehalf of the Company .,.. all matters re •• tlng to
bankrupts
• ",., ,,,,. l:on"'II" (xlv) To negotiate and enter Into any contracts and execute, ,escjnd 0'
vary
them and to do all such acts, deeds and things in the name and on
." ~" behalf of the Company as they consider expedient, for or in relation to any of the
matters aforesaid or otherwise for the purpose of the Company.
"''0" mo,,,, (xv) Subject to section 68A and 292 of the Act, and Regulations made
thereunder and directions Issued by the R. B. I. to borrow from any person (e), Company,
Bank. financiellnetltution or corporation and seoure
~' the payment of any sum or sums of money for the buelness of the Com.
IX. SEAL
Com",." ,.., 34. Th8 Board ahall provide for the .af. custody of the sell of the Company.
~ " The .eal shall not b. affixed to any instrument except In the presence of one' of the
Directors who shall sign every Instrument to which the .eal of the company shall be
efflxed In hi. presenc.. The company shall. however, comply with Rule-8 of the
Compant.. (Iasue of Share Certificates)
Rules. 1960.
X, ACCOUNTS
In.pecUon o( Aceoun', 36. (a) The Board shall, from time to time, dstermlne whether and
to what ., ",.",be,. .xtent and at what times and places and under what condltfons or
regulations the accounts and books of the Company or any of them shall be opened to the
Inspection of the members, not being D ireotor •.
;; _ (b) No member (not being a Director) shall have any right of Inspecting
•• ".,., ",,,',/on. . .
applicable to a private company a",d the profit and loss accounts, balance
sheet and auditor's report and every other document required by law to b. annexed or
attached, a' the cas. may be, to the Balance Sheet. a. referred to In Section 21 Sf of the
Act and 8 copy of the Balance Sheet, shall be s.nt
~, ",".' to every member and debenture holder of the Company, and evary trustee for the
debenture holders of the Company at least 21 days before the date of the Annual General
Meeting of the Company at which they are to be laid
(S)
• I C·,;· ,,~- Ill. AUDIT - r
'7. (e) 'he flrat Auditor of the Company shall b. appointed .y the Board of",., AlltIIIer
Director. within one month from the date of incorporation of the Com-
pany and the auditor .0 appointed shall hold office until the .onelusion
(b) At each annual ueneral me.ting, the company .hall appoint. an auditor A/lfHI/"Im."Ie,
•• ,.
to hold offioe from the oonclusion of that me.ting until the eenclusle» ••• u •• , AIII/".,
".",,,,,.,.U •• .,
(0) The remuneration of the auditor .hall be fixed by tbe Company In the AN"
(d) 'he Board may fill casual vecancy In the office of auditor but while any Aul/ilet',.",.
auoh vacancy continues, the remaining auditor. if anv, may act, but
~ where ,uch veeancy I. caused by the ••• signation of auditor •• the vacancy .hall b. filled
up by the Company in general meeting.
88. The provisions IIOOtaJned In Section 224 to 231 of the Act •• hall apply, .flu AlIl, ••
".
Company In general meeting may dec/are dividend but no dividend .hall exceed the
amount recommended by the Board. The Board may from time to time, pay to the
members such interim dividends which appear to them to be justlHed by the profit of the
Company.
40. The Board may, from time to time. as it thinks fit before recommending any
dividend .et asrde out of the profit of the company, subject to sec. 205 (2A) of the
Companies Act, 1956, any sums a. reserves to meet any contingencies or for the
liquidation of any debenture •• debits or other lIabllltle. of the company, for equallaation
of dividends, for repairing, Improving or
j maintaining any of the property of the company and for such other purpose.
the Interest of the company and may invest such sums to set aside
and from time •• time deal with every .uch Investment and dispose of all
or any part thereaf for the benefit of the company and may divide the reserve ,
Into such special accounts as It think. fit with full power to employ the
re' ••.• e or any part thereof In the buslnels of the Company and that without
being bound to keep the sam. separate from the oth.r "'ets.
\:..:. addre •• of the membar or person entitled or In the case of jolnt holders to I' .'.'
the registered address of that one whose name stands first on the Register
writing direct and every cheque or warrant to be sent 'hall h& made payabl •
I v , Iii'
42. No dividend .hall be declared or paid Ixcept o.ut of the net profits -of the
\<:: •... __ O.ompany for the year after providing for depreciation aa required by the Act
or ,o~t of &he previous year'1 undistributed profit arrived at after providing for
depreciation and no dividend shall carry Interest as against the company.
~. ~'- ..
t-' . d;' The director. shaH ley -before each Annual General Meeting. Profit and los I
Account for each financial year -of the Company and Balance sheet made upto the end of
the financial year of the Company duly audited by the auditor. of the Company.
(,~..:.~---:~~ -";,
44. SUbject to Section 201 of the Companle. Aet, 1956, every office or agent
for the time being of the company, shall be Indemnified out of the suets of ::\:L~
I the company against any bonafide IIsblJlty Incurred by him in defending any , bonafide
proce~lngs, whether civil or criminal In which judgement is given
tion under aeotion 633 of the Act In which rel •• f I, gr@oted to him by til. court.
( " I !'
XV. SECRECY
of the Committee, Officer, Servant. agent. accountant or other person emPloyed In the
buslnes. of the company shall observe strict secrecy In respect
of all transaction. of the company with Its customers and in the matters relating thereto
and shall not rsvesl any of the matter. which may come to , his knowledge In the
discharge of hi. duties except when required to do so,
country and except so a. may be necesaerv In order to comply with any ot <
i"_ ~ "- k