Document Sample
					                           MEMORANDUM OF ASSOCIATION

                                YOUR COMPANY NAME

(Private company limited by shares incorporated under the Companies Act, 1956)

 I. The name of the Company is XXXXXXXXXXXX PRIVATE LIMITED.

 II. The registered office of the Company will be situated in the State of Karnataka.

III. The Objects for which the Company is established are:


 1. To carry on the business of clearing and forwarding agents, Stevedorers lightermen
    wharfingers and to lease or hire for any period or number of journeys cars, lorries,
    buses, trucks, tractors boats, ships, aircrafts, carriages, vehicles and conveyance
    and equipments of all descriptions and kinds whatsoever.

 2. To carry on the business of common carriers in all its branches and carry goods,
    animals and passengers on land, water or air, on such lines and between such
    places as the company may from time to time determine by means of vehicles and
    conveyance of all kinds and description whatsoever, whether propelled or moved
    by petrol, diesel oil, kerosene oil, powerline and other oils, electricity, atomic
    energy, steam, vapour, gas or other motor mechanical power or otherwise.

 3. To carry on the business of booking cargos and luggage of the public in general
    and of company’s constituents in particular with every type of carriers, in particular
    with airlines, steamship lines, railways and road carriers.

 4. To carry on the business of warehousemen, removers, packers, hauliers transport,
    cartage and haulage contractors and agents, carriers custom house agents,
    forwarding, transport and commission agents, wharfingers, cargo superintendence,
    folelmasters, and to receive money securities, valuable and good, and material on
    deposit or for safe custody and to load or give guarantee on the security thereof.

 5. To establish, maintain and operate shipping, air and road transport services (Public
    and Private) and all acilliary services and for these purposes, to purchase to take in
    exchange charter hire build construct or otherwise acquire and to own work
    manage and trade with steam sailing motor and other ships, travelers driffers tugs
    and vessels and other vehicles with all necessary and convenient equipment,
    engines, tackle, gear furniture and stores or any shares or interest in ships, vessels
     and other vehicles in any ships, aircraft or vehicles and to maintain repair, fit out


 improve, insure or charter or otherwise deal with any ships, vessels and vehicles shares
stock and securities or any other engines tackle gear furniture equipment and stores of
the company.

6. To undertake and carry on all or any of the trades and business of shippers, ship
   owners, ship brokers, ship agents, container owners, containers leasing terminal
   operators, ground handling agents, ship underwriters, ship managers, tug owners,
   shipping agents, aeroplane owners and carriers, insurance brokers, loading brokers,
   freight brokers, freight contractors, carriers of goods and passengers by land, air and
   water transport haulage and general contractors large owners railway and
   forwarding agents, dock owners, engineers, stevedores, warehousemen, packers,
   wharfingers, salvars, ship builders, ship repairers, manufacturers of any dealers in
   machinery, engines, nautical instruments and ships rigging, gear fittings and
   equipments of every description.

7. To purchase or to otherwise acquire all or any part of the business property and
   liabilities of any company society partnership or person formed for all or any of the
   purpose within the objects of this Company and to conduct and carry on or liquidate
   and to wind up any such business.


1. To enter into contracts, agreements and arrangements with any other Company,
   firm or person on behalf of the Company for the implementation of any of the
   objects for which the Company is formed.

2. To employ experts to investigate and examine into the condition, prospects, value,
   character and circumstances of any business concerns or undertakings or of any
   assets, property or rights.

3. To appoint Directors or Managers of any subsidiary Company or of any other
   Company, in which this Company is or may be interested.

4. To take part in the management, supervision and control of the business or
   operations of any Company or undertaking and appoint and remunerate any
   director/s, trustee/s, accountant/s or other expert/s or agent/s for such business
5. To construct, improve, maintain, develop, work, mange, carry-out or control any
   building offices, chawls and other buildings for housing employees, workers and
   others, other works and conveniences which may seem calculated directly or
   indirectly to advance the Company’s interest and to contribute to subsidise or
   otherwise assist or take part in the construction, improvement, carrying out or
   control thereof.

6. To give on hire-purchase system or lend or otherwise dispose of any property
   belonging to the Company, and to finance the purchase of any article or articles,
   whether made by the Company or not, by way of loans or by the purchase of any
   such article or articles, and the letting thereof on the hire purchase system or
   otherwise howsoever.

7. To sell, lease, mortgage, grant licenses, easements and other rights over and in any
   other manner deal with, or dispose of the undertaking, property, assets, both
   movable and immovable rights and effects of the Company or any part thereof and
   any other property whether real or personal for such consideration as the Company
   may think fit and in particular for shares, debentures or securities of any other
   Company whether or not having objects altogether or in part similar to those of the
   Company and to make advances upon the security of land and / or buildings and / or
   other property movable and / or immovable and / or any interest therein.

8. To acquire and undertake the whole or any part of the business property and
   liabilities of any person, firm or Company carrying on or proposing to carry on any
   business which the Company is authorized to carry on, or which possessed of
   property suitable for the purposes of this which is capable of being conducted so as
   to directly or indirectly benefit to the Company.

9. To amalgamate, enter into partnership or into any arrangement.

10. To enter into any arrangement 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 and to obtain from any such Government,
    authority, person or Company any rights, privileges, charters, contracts, licenses and
    concessions which the Company may think fit desirable to obtain and to carry out,
    exercise and comply therewith.

11. To apply for, promote and obtain any Act, Charter, Order, regulation, privilege,
    concession, license or authorization of any Government, State or Municipality, or
    any authority or any corporation of any public body, which may be empowered to
    grant for enabling the Company to carry any of its objects into effect or for
   extending any of the powers of the Company or for effecting any modification of the
   Company’s constitution or for any other purpose which my seem expedient and to
   oppose any bills, proceedings or applications which may seem calculated directly or
   indirectly to prejudice the Company’s interests; and to appropriate any of the
   Company’s shares, debentures, or other securities and assets to defray the
   necessary cost, charges and expenses thereof.


12. To apply for, purchase or otherwise acquire and protect and renew in any part of the
    world any patents, patent right, brevets d’ – invention, trade-marks, designs,
    formulae, copyrights, licenses, concessions and the like, conferring any exclusive or
    non-exclusive or limited right to their use or any secret or other information as to
    any invention which may seem capable of being used for any of the purposes of the
    Company, or the acquisition of which may seem calculated directly or indirectly to
    benefit the Company, and to use, exercise, develop or grant licenses in respect of, or
    otherwise turn to account the property rights or information so acquired and to
    expend money in experimenting upon, testing or improving any such patents,
    inventions or rights.

13. To sell any patent rights or privileges belonging to the Company or which may be
    acquired by it or any interest in the same and to grant licenses for the use and
    practice of the same or any of them and to let or allow to be used or otherwise deal
    with any inventions, patents or privileges, in which the Company may be interested
    and to do all such acts and things as may be deemed expedient for turning to
    account any inventions, patents and privileges in which the Company may be

14. To buy, purchase, sell, provide, contract, annuities for certain period or deferred and
    other types of annuities and to do the business connected therewith whether for
    cash or in exchange of property or in lieu of any rights.

15. To buy, sell, manufacture, refine, manipulate, import, export and deal in substance
    apparatus and things capable of being used in any business of the Company or
    required by any customers or persons having dealings with the Company.

16. To act as executors, administrators and trustees and to undertake and execute
    trusts of all kinds, whether private or public including religious or charitable trusts,
    and generally to carry on what is usually known as trustee and executor business
    and in particular and without limiting the generality of the above, to act as judicial
    and custodian trustees, trustees for the holders of debentures and debenture stock
   and to act as receivers, managers, liquidators, agents, guardians of property,
   committees of the property of incompetents, depositors and treasurers and
   generally to transact all kinds of trust or agency or managing or fiduciary business.

17. To adopt such means of making known the business of the Company as may seem
    expedient and in particular by advertising in the press, by circulars, and exhibition of
    works of art or interest by publication of books and periodicals and by granting
    prizes, rewards and donations.

18. To create any depreciation fund, Reserve Fund, Sinking Fund, Insurance Fund or any
    other special fund, whether for depreciation or for repairing, improving, extending


   maintaining any of the property of the Company or for redemption of debentures or
   redeemable preference shares of any other purposes whatsoever conducive to the
   interest of the Company.

19. (a) To make donations to such persons, institutions either of cash or any other assets
    as may be thought directly or indirectly conducive to any of the Company’s Objects
    or otherwise expedient and in particular to remunerate any persons or corporations,
    introducing business to this Company and also subscribe, contribute or otherwise
    assist to guarantee money for charitable, scientific, religious, benevolent, national,
    public, cultural, educational or other institutions or objects or for any exhibition or
    for any public, general or other objects.

  (b) To establish and support or aid in the establishment and support of associations,
   Institutions, funds, trusts, private or public, vested, discretionary or of any other
   kind and convenience for the benefit of the employees or ex-employees,
   shareholders, past-shareholders, directors, ex-directors of the Company or its
   predecessors in business or for persons having dealings with the Company or the
   dependants, relatives or connections of such pensions, allowances, gratuities and
   bonuses either by way of annual payments or a lumpsum and to make payments
   towards insurance and to form and contribute to provident and benefit funds of or
   for such persons.

20. To provide for the welfare of shareholders, ex-shareholders, directors and ex-
    directors and employees or ex-employees of the Company and the wives, widows
    and families or the dependants of such persons by building or contribution to the
    building of houses, dwellings or chawls by grants of moneys, pensions, allowances,
    bonus or other payment or by creating and from time to time subscribing or
    contributing to provident and other Associations, Institutions, Funds or Trusts and by
   providing or subscribing or contributing towards places of instructions and
   recreations, hospitals and dispensaries, medical and other attendance, assistance as
   the Company shall think fit and to subscribe or contribute for or otherwise to assist
   or grant money to charitable whether private, public, discretionary, vested or
   specific benevolent, religious, scientific, national or other institutions or objects,
   which shall have any moral or other claims to support or aid b the Company either
   by reason or locality of operation or of public and general utility or otherwise.

21. To refer or agree to refer any claim, demand, dispute or any other question, by or
    against the Company or in which the Company, is interested or concerned and
    whether between the Company and the member, or members or his or their
    representatives or between the Company and the member, or members or his /
    their representatives or between the Company and third parties, to arbitration in
    India or at any place outside India and to observe and perform awards made
    thereon and to do all acts, deeds, matters and things necessary or expedient to carry
    out or enforce the awards.

22. To pay out of the funds of the Company all expenses which the Company may
    lawfully pay with respect to the promotion, formation and registration of the

23. To pay for any rights or property acquired by the Company to remunerate any
    person or Company for services rendered.

24. To draw, make, accept, endorse, discount, execute and issue Bills of Exchange,
    Promissory Notes, Bills of Lading, Warrants, Debentures and other negotiable or
    transferable instruments or securities.

25. To vest any movable or immovable 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 and with or without any declared trust in favour of the Company.

26. Subject to the provisions of the Companies Act, 1956, to distribute among the
    members either at the time of redemption or reduction of capital or otherwise in
    specie any property of the Company or any proceeds of sale or disposal of any
    property of the Company, so that no distribution amounting to a reduction of capital
    be made except with the sanction, if any, for the time being required by law.

27. 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 any part or
    portion thereof either on mutual principle or otherwise.
28. To carry out in any part of the world all or any part of the Company’s objects as
    principal, agent, contractor or otherwise and by or through or agents, or otherwise
    and either alone or in conjunction with any other person, firm, association,
    corporate body, municipality, province, state body, politic or Government or colony
    dependency thereof.

29. To exercise all or any of its corporate powers, rights and privileges and to conduct its
    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 offices and agencies therein as may be convenient.

30. To procure the Company to be registered or recognized in any part of the world.

31. To pay a commission to or otherwise remunerate any Company or person (whether
    an Officer of this Company or not) for services rendered in placing or assisting to


  any of the shares in the Company’s capital or any debentures or other securities of

32. To do all or such things as are incidental or conducive to the attainment of the above
    objects or any of them.

33. To purchase or otherwise acquire, sell, dispose-off, business concerns and
    undertakings, mortgages, charges, annuities, for certain period or on deferred basis,
    patents, licenses, securities, concessions, options, products, policies, book debts and
    claims and any interest in real or personal property and any claims against such
    property or against any person or Company and to carry on any business concern or
    undertaking so acquired.

34. To guarantee the title to, or enjoyment of property either absolutely or subject to
    any qualifications or conditions and to guarantee persons interested or about to
    become interested in any property against any loss, actions, proceedings, claims or
    demands in respect of any insufficiency or imperfection or deficiency of title or in
    respect of any encumbrances, burdens or outstanding rights.

35. To guarantee the fidelity of persons filling or about to fill situations of trust or
    confidence and the due performance and discharge by such persons of all or any of
    the duties and obligations imposed on them by contract or otherwise.
36. To guarantee the due performance and discharge by receivers, liquidators,
    committees, guardians, executors, administrators, trustees, attorneys, brokers and
    agents of their respective duties and obligations.

37. To guarantee persons filling or about to fill situations of trust or confidence against
    liabilities in connection therewith and in particular against liabilities resulting from
    the misconduct of any co-trustee, co-agent, sub-agent or other person or from the
    insufficiency, imperfection or deficiency of title to property, or from any
    insufficiency, imperfection or deficiency in any security, or from any bankruptcy,
    insolvency, fraud, or tortuous act on the part of any other persons or from any error
    of judgement or misfortune.

38. To furnish and provide deposits and guarantee funds required in relation to any
    tender or application for any contract, concession, decree, enactment, property or
    privilege, or in relation to the carrying out of any contract, concession, decree or

39. Generally to carry on and transact every kind of guarantee and indemnity business
    and to undertake obligations of every kind and description and also to undertake
    and execute trusts of all kinds.


40. To act as agents for the investment, loan, payment, transmission and collection of
    money and for the purchase, sale and improvement, development and management
    of property including business concerns and undertakings and generally to transact
    and undertake all kinds of agency business, whether in respect of agricultural or

41. To collect rents and debts and to negotiate loans, to find investments and to issue
    and place shares, stocks, debentures, debenture-stock, or other securities.

42. To take or hold mortgage, loans and charges to secure the payments of the purchase
    price or any unpaid balance of the purchase price of any part of the Company’s
    property of whatsoever kind sold by the Company or any money due to the
    Company from the purchaser and others.

43. To contract with lease holders, borrowers, lenders, annuitants and others for the
    establishment, accumulation, provision and payment of sinking funds, renewal
    funds, redemption funds, endowment funds and any other special funds and that
    either in consideration of a lumpsum or of an annual premium or otherwise and
    generally on such terms and conditions as may be arranged.
44. Subject to the provisions of Companies Act 1956, to undertake the Office of Trustee,
    Receiver, Liquidator, Executor, Administrator, Committee, Attorney, Delegate,
    Substitute, treasurer and any other office or situation of trust or confidence of or for
    any persons, Company, Corporation, Government, State, Colony, Province,
    Dominion, Sovereign, authority supreme, municipal, local or otherwise.

45. Invest the moneys of the Company, not for the time being required for the general
    purposes of the Company, in such investments (shares in the Company) as may be
    thought proper and to hold, sell or otherwise deal with such investments.

46. Subject to the provisions of Companies Act 1956, to undertake the Office or duties
    and act as trustee, custodian trustee, executor, administrator, liquidator, receiver,
    agent, attorney or nominee of or for, any person or persons, Company, Corporation,
    Government or Government authority and generally to undertake, perform and
    discharge any trust, agency business and any office of confidence.

47. Subject to the provisions of the Companies Act, 1956, to vote upon or in respect of
    any shares, securities, bonds, notes, other evidence, interest of applications of any
    Corporation, Trust, Association or Concern whether or not affecting the security or
    the apparent security of the TRUST property or the purchase or sale or lease of the
    assets of any such Corporation, Trust, Association or Concern; and to enter into or
    establish any voting TRUSTS in respect of any such shares, securities or property and


   to appoint, remove and replace any voting TRUSTEE with specific power to the
   TRUSTEES to appoint themselves as voting TRUSTEES either jointly or with others
   or not in their absolute discretion shall deem fit and to deposit any such shares,
   securities or property in any voting TRUSTEE or with any depository discriminated
   thereby and to give proxies or powers of attorney with or without power for
   substituting or for voting or acting on behalf of the TRUSTEES as the owners of any
   such property.

48. To accept deposits from the members of the Company subject to Section 58A of
    Companies Act 1956, either in advance of calls or otherwise and generally to borrow
    or raise money or secure the payment of money or secure and discharge any debt or
    obligation of or binding upon the Company in such a manner as the Company shall
    think fit, either with or without security and in particular by mortgages of the
    undertaking and all or any of the Company’s real or personal property (present or
    future) including the uncalled capital of the Company or by the creation and issue on
    such terms as may be thought expedient debentures, debenture-stock or securities
   of any description or bonds or notes of any Banker’s overdraft and to purchase
   redeem and pay off such securities and loans.

49. To lend money and guarantee the performance of the obligation of and the payment
    of dividends and interest on any stock, shares and securities of any Company, firm or
    person in any case in which such loan or guarantee may be considered likely, directly
    or indirectly, to further the objects of this Company and generally to give any
    guarantee whatsoever which may be deemed likely directly or indirectly, to benefit
    the Company or its Members. However, the Company shall not carry on the Business
    of Banking within the meaning of the Banking Regulation Act, 1949.

50. To pay for any property or business or services rendered or to be rendered or any
    purchase in cash or by bills of the Company or by the shares ordinary, preferred or
    deferred, either fully or partly paid-up or by bonds, mortgages, debentures,
    debenture-stock or other securities of acknowledgements of the Company, or partly
    by one or more of them, or other-wise.

51. To grant pensions or gratuities to any employee of the Company or its predecessors
    in business or the relations, connections or dependants of any such persons and to
    establish or support Associations, Institutions, Clubs, Funds and Trusts, calculated to
    benefit any such persons or otherwise advance the interest of the Company or its

52. To hold, administer, sell, realize, invest, dispose off and deal with the moneys and
    property, both real and personal and to carry on, manage, sell, realize, dispose off


  deal with any business comprised or included in any estate of which the Company are
  executors or administrators or in any trust of which the Companies are trustees or of
  which the Companies are administrators, receivers, managers, liquidators, treasurers
  or agents.

53. For the purpose of the business of the Company to transact and carry on all kinds of
    agency business.

54. To undertake and execute any contracts for works involving the supply or use of any
    machinery and to carry out any ancillary or other works comprised in such contracts.

55. To create and issue equity, preference and guaranteed shares or stock and to
    redeem, cancel and accept surrenders of any such shares or stock.
56. To acquire by purchase, lease, assignment or otherwise lands, tenements, buildings,
    easements, rights and advantages of any kind whatsoever and the same to resell,
    mortgage, let on lease or otherwise deal with.

57. To invest any of the money and funds of the Company from time to time in
    Government securities or in securities guaranteed by Government or in debentures
    of other securities for money issued by or on behalf of Municipal Body or of any
    Corporate Body established in India or in any shares or securities of public and / or
    private Company in India and in the shares of Co-operative Societies as may from
    time to time be determined by Directors or on the mortgage of immovable
    properties whether freehold or leasehold or of any other tenure in Karnataka or
    elsewhere or on the pledge of movable property in Karnataka or elsewhere as the
    Directors may from time to time determine or in fixed deposits or by way of loans on
    interest in any of the local banks or with firms, companies or banks (including the
    Agents of the Company) or in such other securities as may from time to time be
    determined by the Directors and from time to time to sell or vary all such
    investments and to execute all assignments, transfer, receipts and documents that
    may be necessary in that behalf.

58. To open current or fixed accounts with any bank, banker, Shroff or merchant and to
    pay into and draw money from such accounts.

59. To lend or advance money or to 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 by any such persons or Companies and
    generally to give guarantee and indemnities, but not to carry on banking business as
    defined under Banking Regulation Act, 1949.


60. Subject to the provisions of the Act, to vest, pass on delegate, authorize, transfer, to
    any other Company or the Board of Directors of such other Company and the control
    of the composition of the Board of Directors of this Company. And so long as such
    other Company or its Board so controls, under the provisions contained in this
    clause, the Composition of the Board of Directors of this Company, all provisions in
    respect of the appointment to and election of the Members of Board of Directors
    shall be subject to the provisions of this clause.
61. To let on hire all or any of the property of the Company, whether real or personal,
    immovable or movable including all and every description of apparatus or

62. To accept as consideration for or in lieu of the whole or any part of the Company’s
    property either land or cash or Government security or securities guaranteed by
    Government or shares in Joint Stock Companies or partly the one and partly the
    other and such other properties or securities as may be determined by the Company
    and to take back or re-acquire any property so disposed of by repurchasing or
    leasing the same at such price or prices on such terms and conditions as may be
    agreed upon by the Company.

63. To make advances upon or for the purchase of raw-materials, goods, machinery,
    stores and other articles required for the purpose of the Company.

64. To purchase or acquire the Goodwill or any interest in any Mill or business of a
    similar nature or kindred character to or with those of this Company and to
    amalgamate in whole or in part or effect any other arrangements with other
    Companies, partnerships or persons.

65. To purchase, take on lease or otherwise acquire (either with or without surface)
    freeholds and other lands, coal mines, iron ore mines and other mines and mineral
    properties and also grants, concessions, lease, claims, licenses of or other interests
    in mines, mining rights, lands, mineral properties, water rights and either absolutely,
    conditionally and either solely or jointly with others.

66. To provide or procure the provision by others of every and any service need, want or
    requirement of any business nature required by any person, firm or Company in or
    in connection with any business carried on by them.

67. To aid any Government or State or any Municipal or other body Politic or Corporate,
    or Company or Association or individuals, with capitals, credit, means or resources
    for the prosecution of any works, undertakings, projects or enterprises.

68. To prosecute and execute directly or by contributions or other assistance, any such


  works, undertakings, projects or enterprises in which or for the prosecution whereof
  or on the security whereof or of any profits or emoluments derivable therefrom, the
  Company shall have invested money, embarked capital or engage its credit.
69. To establish, provide, maintain and conduct or otherwise subsidise research
    laboratories, experimental stations, workshops and libraries for scientific, industrial
    and technical research experiments; to undertake and carry on scientific, industrial,
    economic and technical research surveys and investigations; to develop new
    processes, formulae and methods to promote studies, research, investigation and
    invention both scientific and technical by providing, subsidizing, endowing or
    assisting laboratories, colleges, universities, workshops, libraries, lectures, meetings,
    exhibitions and conferences and by providing, for the remuneration to scientist,
    scientific or technical professors or teachers and the award of scholarships, grants
    and prizes to students, research-workers and inventors or otherwise and generally
    to encourage, promote and reward studies, research, investigation, experiments,
    tests and inventions of any kinds that they be considered, likely to assist or benefit
    directly or indirectly any of the business which the Company is carrying on or
    authorized to carry on.

70. To take such steps as may be necessary to give the Company the same rights and
    privileges in any part of the World as are possessed by local Companies or
    partnerships of similar nature.

71. To apply for tender, purchase or otherwise acquire any contracts, sub-contracts,
    licenses 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.

72. To dedicate, present or otherwise dispose of either voluntarily or for value any
    property of the Company deemed to be of national, public or local interests to any
    national trust, public body, museum, corporation or authority or any trustees for or
    on behalf of any of the same or of the public.

73. To aid any association, body or movement having an object for the solution,
    settlement or surmounting of industrial or labour problems or troubles or the
    promotion of industry or trade.

74. To repair, alter, remodel, clean, renovate, convert, manipulate and prepare for
    resale and resell any goods from time to time belonging to the Company.

75. To accept donations, gifts, with or without such conditions, restrictions, obligations,
    stipulations and liabilities as are not derogative to the provisions of the law.


76. To undertake and carry on and execute all kinds of financial, commercial and other
    operations of the Company which may be capable of being conveniently carried on
   in connection with or indirectly, to enhance the value of, facilitate the realization of,
   any of the objects of the Company or calculated directly or indirectly render
   profitable, any of the Company’s property or rights.

77. To establish Companies and Association for prosecution or execution of
    undertakings, works, projects or enterprises of any description, whether of a private
    or a public character and to acquire and to dispose of shares and interests in such
    Companies or Associations or in any other Company or Association or in the
    undertaking thereof.

78. To amalgamate or partially amalgamate with or acquire interest in the business of
    any other Company, person or firm carrying on or engaged to carry on or engage in
    any business or transaction included in the objects or for co-operation of for limiting
    competition or for mutual assistance with any such person, firm or Company,
    calculated directly or indirectly to enhance the Value of or render more profitable
    any of the Company’s properties and to give or accept by way of consideration for
    any of the acts or things aforesaid or property acquired, any shares, debentures,
    debenture-stock or securities that may be agreed upon and hold and retain or sell,
    mortgage and deal with any shares, debentures, debenture-stock or securities

79. Without prejudice to the generality and in any way restricting or limiting the power
    otherwise legally exercisable by the Company under the Indian Partnership Act,
    1932, or statutory modification thereof or any other enactment, law, rule, custom
    regulating or dealing therewith. The Company is hereby specifically empowered to
    enter into partnership including a body corporate to carry on any one or more of the
    object/s for which the Company is established or which the Company is or will in
    future by specific power or by implication or necessity will be entitled to carry on.
    Provided however, the power vested in the Company can be exercised only subject
    to the provisions of the Companies Act, 1956, and after providing such necessary
    provision, restriction, permission or covenant in the deed of partnership as are
    necessary so that the Company cannot be said to have violated or not complied with
    the provisions of the Companies Act, 1956, through the act of firm or the help of


1. To carry on the business of importers, exporters and dealers in all kinds of
   merchandise, liquor, machinery, equipment, electrical and electronic products and
   other articles, manufacture or otherwise, and produce of all kinds from or to any

     country and to transport, carrying or convey the same from one part of the country
     any other part of the country.

2. To carry on the business of manufacturer’s representatives agents, stockists,
   commission agents, warehousemen, indenters marketers, distributors and dealers in
   all kinds and varieties of merchandise, articles and goods.

3. To carry on the business of capitalists, concessionaries and merchants and to
   undertake and carry on and execute all kinds of financial, commercial, trading and
   other operations.

4. To act as agents of companies, firms, individuals, foreign companies, firms and
   foreign Governments.

5. To carry on in India or elsewhere the business as manufacturer, producers,
   importers, exporters, agents, brokers, wholesellers, showroom owners, retailers,
   distributors, exchangers, traders, buyers, sellers, job workers, stockist and to
   market, promote, organize, design, develop, cut, sort & grade or otherwise to deal in
   all shapes, sizes, varieties, specifications, descriptions, applications, modalities
   fashions and uses of garments for men, women & children including sportswear,
   activewears, dailywears, purses, belts, wallets and other allied goods made from
   cotton, silk, synthetic, jute, velvet, woolen, leather, rexin or with any combination
   there of and to participate in local, national, and international trade fairs, sales
   exhibitions, seminars, fashion shows or any other sales promotion scheme, and to
   do all incidental acts and things necessary for the attainment of above projects.

6. To purchase or otherwise acquire copyrights, concessions and / or other rights for
   publications and to make use of them. To enter into contracts with writers, authors,
   printers, periodicals, dailies, news agents, news suppliers, governments and other
   authorities, departments or agencies, whether civil or military, for and in connection
   with the business of the Company.

7. To manufacture, process, prepare, preserve, can, refine, bottle, buy, sell and deal
   whether as wholesalers or retailers or as exporters or importers or as principals or
   agents, in foods, meats, eggs, poultry, vegetables, canned and tinned and processed
   foods, protein, health and instant foods of all kinds including baby and dietetic
   foods, cereals, beverages, cordials, tonics, restoratives and aerated mineral waters
   and food-stuffs and consumable provisions, of every description for human or
   animal consumption.

8. To carry on the business of transporters of passengers and goods and for the said
   purpose to own suitable vehicles, petrol bunks and garages.


 (i) The object incidental or ancillary to the attainment of the main object of the
     Company as aforesaid shall also be incidental or ancillary to the attainment of the
     other objects of the Company herein mentioned.

(ii) The word “Company” (save where used with reference to this Company) in this
     Memorandum shall be deemed to include any partnership or other body or
     association of persons whether incorporated or not and wherever domiciled.

(iii) The object set forth in each of several clauses of paragraph III hereof shall have the
      widest possible construction and shall extend to any part of the world.

(iv) Subject to the provisions of the Companies Act, 1956, the object set forth in any
     clause of sub-paragraph (C) above shall be independent and shall be in no way
     limited or restricted by reference to or inference from the terms of any of the
     clauses of sub-paragraph (A) or by the name of the Company, None of the clauses
     in sub-paragraph (C) or the objects therein specified or the powers thereby
     conferred shall be deemed subsidiary or ancillary merely to the objects mentioned
     in any of the clauses of sub-paragraph (A) IV. The liability of the members is

(v) The authorized share capital of the Company is Rs. 5,00,000 (Rupees Five lakhs
    only) divided into Fifty thousand Equity shares of Rs. 10/- (Fifty thousand only)

    a. Any shares of the original or increased capital may from time to time be issued
       whether in respect of dividend or of repayment of capital or both or any other
       special privilege or advantage over any shares previously issued or then about
       to be issued or with preferred or qualified rights as compared with any shares
       previously issued or subject to any provisions or conditions and with any
       special rights or limited right of voting and generally on such terms as the
       Company may from time to time determine.