Precedent No. 8 MEMORANDUM OF ASSOCIATION OF AN ELECTRIC SUPPLY COMPANY,
LIMITED
Supply Company, Limited."
State of
(i) To carry on the business of an electric light and powerCompany in
all its branches, and the business of electricalengineers, electricians,
engineers, contractors,manufacturers, constructors, suppliers of and
dealers inelectric or other fans, and in electrical and other
appliances,cables, wires, lines, accumulators, lamps and works, and
togenerate, accumulate, distribute and supply of electricity forthe
purposes of light, heat motive power, and for all otherpurposes for
which electric energy can be employed and tomanufacture and deal in all
apparatus and things required for,or capture of being used in connection
with the generation,distribution, supply, accumulation and employment
ofelectricity, including in the term electricity all power that maybe
directly or indirectly derived therefrom, or may beincidentally
hereafter discovered in dealing with electricity.
(ii) To acquire concessions, licences, or orders granted by, andenter
into contracts with the Government of India, or theGovernment of any
State, in India or any district, municipal orlocal authority, company or
person in India or any electricinstallation, transmission or use of
electric power for lighting,healing, signaling telephone or traction, or
motive purposesincluding the application thereof to tramcars,
carriages,launches, boats, barges and conveyances and also forpumping
and machinery or engines, and for any other objector any other purpose,
and in particular to enter into the
contract referred to in clause of the Articles of
Association, registered herewith, and to carry the same into effect with
or without modification, and to put into operation the licence and order
therein referred to or any modification or extension or renewal thereof,
or any licence, concession or order granted in substitution therefor.
(iii) To acquire, by purchase or otherwise, construct, equip,maintain
and improve, work, manage or control, or aid, orsubscribe towards the
acquisition, construction, equipmentmaintenance, improving, working
management or control ofworks, undertakings and operations of all
things, both publicand private, which may seem to the Company capable
ofbeing conveniently carried on in connection with the above,or
calculated directly or indirectly to enhance the value of orrender
profitable any of the Company's property or rights, andin particular
carrying undertakings by land or water, road, telegraphs, telephones,
cables, launches, barges and conveyances, lighters, ferries, harbors
piers, docks, quays wharves, ware houses, bridges, viaducts, aqueducts,
reservoirs, embankments waterworks, watercourses, canals flumes,
irrigation, drainage, saw mills, iron, steal engineering and implement
works, hydraulic works, gas works, electric light works, quarries,
collieries, foundries, furnaces and factories of kinds.
(iv) To invest in or upon, subscribe for, purchase or otherwiseacquire
and obtain options over, and either conditionally orotherwise, stocks,
shares, investments or securities of allclasses and descriptions and
whether or not fully paid up, andto make payments thereon as called up
or in advance of calls,and the same to hold sell, exchange, or otherwise
dispose of,deal with, turn to account, give options over and
re-acquirefrom time to time as may seem expedient.
(v) To promote or form, or assist in the promotion or formation ofany
other Company or Companies either for the purpose ofacquiring, working
or otherwise dealing with all or any of theproperty, rights, and
liabilities of this Company, of anyproperty in which this Company is
interested, or for thepurpose of establishing any business or
undertaking, theestablishment of which seem profitable to the Company,
orlikely to advance its interests, with power to assist suchCompanies or
Company by paying or contributing towards thepreliminary expenses, or
providing the whole or part of the capitalthereof, or by taking or
subscribing for shares (preferred, ordinary ordeferred) therein, or by
lending money thereunto upon debentures orotherwise, and further to pay
out of the funds of the Company allexpenses of and incidental to the
formation, registration, advertisingand establishment of this or any
other Company and also all expensesattending the issue or any circular
or notice or the printing, stamping,and circulation of proxies or forms
to be filled up by the share-holdersof this, or connected with this, or
any other Company.
(vi) To enter into contracts with any person or Company as to
interchargeof traffic, running powers, joint working or otherwise as may
seemexpedient and to furnish and provide deposits and guarantee
fundsrequired in relation to any tender or application for any
contract,concession, decree, enactment, property or privilege or
inrelation to the carrying out of any contract, concession,decree, or
enactment.
(vii) To purchase or otherwise acquire or undertake all or any part of
the business, property and liabilities of any person or Company carrying
on any business which this Company is authorized to carry on, or
possessed of property suitable for the purposes of this Company.
(viii) To construct, carry out, maintain, improve, manage, work, control
or superintend any buildings, workshops, stores, generating stations,
power houses, car sheds, depots, and all other works and conveniences
whatsoever which may seem directly conducive to any of the Company's
objects and to contribute, to subsidize or otherwise assist in any such
operations, and to obtain or endeavour to obtain any order from any
Government, district, local, or municipal authorities of any Act, or
Acts of Parliament for the purposes of the Company or any other Company.
(ix) To enter into any arrangements with any Government orauthorities,
supreme, provincial, district, municipal or local orotherwise and to
obtain from any such Government orauthority all rights, concessions,
licences, orders andprivileges that may seem conducive to the Company's
objectsor any of them and to oppose the grant to any other personor
Company of similar rights, concessions, licences, orders andprivileges
and to obtain or in any way assist in obtaining anylegislative decree
State order or Act of Parliament, or othernecessary authority for
enabling this or any other Company tocarry any of its objects into
effect or for effecting anymodifications of this or any other Company's
constitution toprocure this or any other Company to be legalized,
registeredor incorporated, if necessary, in accordance with the laws
ofany country, or State, in which it may, or may propose orcarry on
operations, to open and keep a foreign or register ofthis or any other
Company in any country or in any foreigncountry, and to allocate any
number of the shares in this orany other Company to such registers.
(x) To apply for, purchase or otherwise acquire any patents,brevets,
inventions, licences, secret purposes, or processes,or the like
conferring an exclusive or non-exclusive or limited,right to use any
invention which may seem capable of beingused for any of the purposes of
the Company or theacquisitions of which seem calculated directly or
indirectly tobenefit the Company, and to use, exercise or develop
orlicences in respect of or otherwise turn to account theproperty and
rights so acquired.
(xi) To pay for any property or rights acquired by the Companyeither in
cash or shares with or without any right to subscribefor additional
shares, or by means of any debentures,debenture stock or other
securities which the Company haspower to create or issue or partly in
one mode, and partly inanother or others.
(xii) To borrow or raise money for the purposes of the
Company'sbusiness and to secure the same in such manner as may bethought
fit, and in particular but without limiting thegenerality of the
foregoing power, by the issue at or under part or at a Premium, on
mortgages, charges, debentures or debenture stock, perpetual or
otherwise and with or without a trust deed secured or charged upon all
or any of the Company's property, assets and undertaking, present and
future, including uncalled capital.
(xiii) To make, accept, endorse and execute promissory notes, billsof
exchange, and other negotiable instruments.
(xiv) To receive money on deposit and lend money to anyCompany,
partners, associations or persons, either with orwithout security and
generally upon such terms that theDirectors may deem expedient.
(xv) To issue any shares or securities which the Company has thepower
to issue by way of security and indemnity to anyperson whom the Company
has agreed or is bound toindemnify or in satisfaction of any liability.
(xvi) To make donation and subscriptions to any object likely topromote
the interest of the Company and to grant bonuses,gratuities and pensions
to persons employed by the Companyand to endow, support and subscribe to
any educational,social and charitable institution or society calculated
to bebeneficial to such persons.
(xvii) To sell, exchange, let on rent, royalty, share of profits
orotherwise surrender, grant licences, easements and otherrights of and
in any other manner deal with or dispose of theundertaking and all or
any of the property, assets and effectsfor the time being of the Company
for such considerations asthe Company thinks fit and in particular for
any shares,debentures or other obligations of any other Company.
(xviii) To enter into partnership or any agreement for sharing
profits,union of interests, or co-operation with any Company, firm
orperson carrying or proposing to carry on any business withinthe
objects of this Company, or in respect of any one or moretransactions.
(xix) To amalgamate with any other Company in any part of theworld,
whose objects or any of them, are similar to any objector objects of
this Company or whose business is similar to thebusiness or any part of
the business of this Company,whether by sale or purchase (for shares or
otherwise) of allthe undertakings and liabilities of this or any such
otherCompany as aforesaid with or without winding up, or sale orpurchase
(for shares or otherwise) of all the shares or stockdebentures or
securities of this or such other Company asaforesaid or by partnership
or any arrangement of the natureof partnership or in any other manner.
(xx) To pay commissions to any person, firm or Company in
consideration of his or their subscribing or agreeing to subscribe,
whether absolutely, or conditionally, for any shares in this Company or
any other company in which this Company may be, or may be about to be
interested and in consideration of his or their procuring or agreeing to
procure subscriptions, whether absolute or conditional, for any shares
in this Company or in any such Company as aforesaid and to pay the
preliminary expenses of the Company.
(xxi) To give to any person, firm or Company subscribing orprocuring
subscriptions for the capital of or rendering financialor other
assistance to or having any dealing with thisCompany, or any Company
undertaking in which this Companyis interested in addition to any other
form of remuneration,the right to subscribe for and receive an allotment
of any ofthe shares or other securities for the time being unissued
ofthis Company, upon such terms as the Company may thinkexpedient.
(xxii) To distribute among the members in specie by way of dividendor
bonus, or upon a return of capital any property of theCompany or any
proceeds of sale or disposal of any propertyof the Company, but so that
no distribution amounting to areduction of capital be made except with
the sanction (if any)for the time being required by law.
(xxiii) To hold in the names of others any property which theCompany is
authorised to acquire and to carry on, or do anyof the business, acts,
and things aforesaid in any part of theworld, and either as principals,
agents, or trustees, or by orthrough trustees, agent, or otherwise, and
either alone or inconjunction with others.
(xxiv) To do all such other things as are incidental or conducive tothe
attainment of the above objects and it is hereby declaredthat the
objects set forth in any sub-clause of this clauseshall not, except when
the context expressly so requires, bein any wise limited or restricted
by reference to or inferencefrom the terms of any other sub-clause or
the name of theCompany. Nor any such sub-clause or the objects
thereinspecified or the powers thereby conferred shall be
deemedsubsidiary or auxiliary, merely to the objects mentioned in
thefirst sub-clause of this clause, but the Company shall have fullpower
to exercise all or any of the powers conferred by anypart of this clause
in any part of the world andnotwithstanding that the business,
undertaking, property oracts proposed to be transacted, acquired, dealt
with orperformed do not all within the object of the first sub-clauseof
this clause.
(xxv) To acquire rights and privileges of the licence granted
by Government to under orders of
the said
(xxvi) To acquire the rights and privileges of an agreement entered
into with by for the
supply of the electric energy to for its
requirements.
(xxvii) The liability of the members is limited.
(xxviii) The Capital of the Company is Rs divided
into shares of Rs. 100 each, out of
which shares shall be preferred and participating
to which as to the ordinary, shall be attached the rights, privileges
and conditions in that behalf specified in the Articles of Association.
(xxix) The Company has power to increase the capital from time totime
by the creation of new shares of such an amount as maybe deemed
expedient. Any of the shares of the Company forthe time being unissued
and any new shares from time to timeto be created, may from time to time
be issued with anyguarantee or right of preference, whether in respect
ofdividend or of payment of Capital or both, or any other
specialprivilege or advantage over any shares previously issued orthen
about to be issued, or at a premium or with deferredrights as compared
with any shares previously issued or thenabout to be issued or subject
to any conditions or provisions,and with any special rights or without
any rights of voting andgenerally on such terms as shall be determined
by or underthe regulations for the time being of the Company.
(xxx) We, the several persons, whose names and addresses aresubscribed
overleaf are desirous of being formed in to aCompany in pursuance of
this Memorandum of Association andwe respectively agree to take the
number of shares in thecapital of the Company set opposite to our
respective names.