H & M Hennes & Mauritz Retail Private Limited MOA & AOA PDF

# H & M Hennes & Mauritz Retail Private Limited ## Memorandum of Association ## And ## Articles of Association ### Certificate of Incorporation * **Corporate Identity Number:** U74140DL2013FTC262231 * **Date:** 2013 - 2014 * **Company Type:** Private Limited * **Date of Incorporation:** Sixteenth day of December Two Thousand Thirteen * **Place of Incorporation:** Delhi * **Registered Address:** R-77A, Greater Kailash Part-I, New Delhi - 110048, Delhi, INDIA. ### Companies Act, 1956 and Companies Act, 2013 (To the extent Applicable) (Company Limited by Shares) ### Articles of Association **Of** H & M Hennes & Mauritz Retail Private Limited #### **Preliminary** 1. The Regulations contained in Table 'A' in Schedule I to the Companies Act, 1956, shall not apply to H & M Hennes & Mauritz Retail Private Limited except in so far as the same are expressly incorporated in these Regulations. #### **Interpretation** **(i) In these Regulations:** * "Company" means H & M Hennes & Mauritz Retail Private Limited. * “Office" means the Registered Office of the Company. * "Act" means the Companies Act, 1956 and any statutory modifications thereof. * "Companies Act, 2013" means the provisions of Companies Act, 2013 to the extent applicable. * "Seal" means the Common Seal of the Company. * "Directors" means the Directors of the Company and includes persons occupying the position of the Directors by what ever names called. **(ii)** Unless the context otherwise requires words or expressions contained in these Articles shall bear the same meaning as in the Act, or any statutory modification thereof in force at the date at which these Articles become binding on the Company. **(iii)** Words importing the singular number also include the plural number and vice versa and words importing the masculine gender also include feminine gender. **(iv)** Words importing persons include corporations. **The headings are inserted for convenience and shall not affect the construction hereof.** ### **Private Company** The Company is a Private Company within the meaning of Section 2(68) of the Companies Act, 2013 with a minimum paid up capital of Rupees One Lakh or such higher paid-up capital as may be prescribed and accordingly. * **(a)** No invitation shall be issued to the public to subscribe for any shares in or debentures of the Company. * **(b)** The number of members of the Company (exclusive of persons who are in the employment of the Company and 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 members after the employment ceased) is limited to two hundred provided that for the purpose of this definition where two or more persons jointly hold one or more shares in the Company, they shall be treated as a single member and; * **(c)** The right to transfer the shares in the Company is restricted in the manner and to the extent hereinafter appearing. * **(d)** Prohibits any invitation or acceptance of deposits from persons other than its members. ### Capital The Authorised Share Capital of the Company shall be such sum, divided and classified into such shares as may be provided in Clause V of the Memorandum of Association of the Company with the power to the Board of Directors to increase, reduce or divide the Capital for the time being into several classes, and to attach thereto respectively such preferentially priority, deferred, qualified or special rights, privileges, conditions or restriction whether in regard to dividend, voting, return of capital, distribution of assets or otherwise, however as may be determined in accordance with law and regulations of the company in force and to vary, modify or abrogate any such rights, privilege or conditions or restrictions in such manner as may from time to time be provided by regulations. of the Company and to consolidate or sub-divide or reorganize shares or issues of shares of higher or lower denominations. The Directors may in their discretion, increase or decrease the rate of dividend payable on any Preference Shares and issue the said shares under non cumulative or cumulative dividend payment scheme at the time of issue of such shares. The Company shall have minimum paid up capital of Rs. 100,000- (Rupees One Lakh only). ### Shares * The shares shall be under the control and disposal of the Directors who may allot or otherwise dispose of the same to such persons and on such terms as the Directors may think fit and to issue to any persons any shares whether at par or at a premium and for such consideration as the Directors may think fit. * The Directors may allot and issue shares in the capital of the Company on full payment or part payment for any property, goods or machinery supplied, sold or transferred or for services rendered to the Company. * The Company in general meeting may decide to issue fully paid up bonus share to the member if so recommended by the Board of Directors. ### Calls on Shares and Transfer of Shares * Any member desiring to sell any of his shares must notify the Board of Directors the number of shares, the fair value and the name of the proposed transferee and the Board of Directors must offer to the other/existing shareholders the shares at Rs. 10 each subject to the extant Foreign Exchange Laws, the shares shall be transferred or and if the shares or any of them are not so accepted within one month from the date of notice to the Board of Directors, the members proposing transfers shall, at any time within three months afterwards, be at liberty, subject to Article 8 and 9 hereof, to sell and transfer the shares to any person at the same or at higher price. * An application for the registration of the transfer of shares may be made either by the transferor or the transferee provided that where such application is made by the transferor, no registration shall in the case of partly paid up shares be affected unless the company gives notice of the application to the transferee and subject to the provision of sub-clause (f) hereof the Company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for registration was made by the transferee. * For the purpose of clause (a) of this Article notice to the transferee shall be deemed to have been duly given if sent by prepaid post to the transferee at the address given in the instrument of transfer and shall be deemed to have been delivered in the ordinary course of post. * It shall not be lawful for the Company to register a transfer of any shares unless a proper instrument of transfer has been duly stamped and executed by the transferor or the transferee and has been delivered to the company along with the shares certificates provided that upon proof to the satisfaction of the Board of Directors of the Company of the instrument of transfer being signed by the transferee and bearing the stamp required by an instrument of transfer, the Board of Directors of the Company may register the transfer on such terms as to indemnity and/or otherwise as the Board of Directors of the Company may think fit. * If the Company refuses to register the transfer of any shares, the Company shall within two months from the date on which the instrument of transfer was lodged with the Company send to the transferee and the transferor notice of such refusal. * Nothing in clause (c) shall prejudice any power of the Company to register as a shareholder any person to whom the right to any share has been transmitted by the operation of law. * Nothing in this Article shall prejudice any power of the Company to refuse to register the transfer of any shares. The instrument of transfer shall, after its registration, be retained by the Company and shall remain in its custody. All instruments of transfer which the Board of Directors of the Company may decline to register shall, on demand, be returned to the person depositing the same. * The Directors may refuse to register any transfer of shares (1) where the Company has a lien on the share or (2) where the share is not a fully paid up share, subject to Section 58 of the Companies Act, 2013. * Notwithstanding anything contained in these Article and pursuant to the provisions of section 77A of the Act and Sections 69 and 70 of the Companies Act 2013, consent of the Company be and is hereby accorded to the Board of Directors to buy-back, from the existing shareholders, as the Board may think fit, from out of its free reserves or out of proceeds of any issue made by the Company specifically for this purpose, or from such other sources as may be permitted by law, such terms condition and in such manner as may be prescribed by law from time to time. ### General Meeting * All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings. * Any General Meeting of the Company (other than the Annual General Meeting) may be conducted in India and/or outside India. * The Company may hold general meetings through an audio-visual conference and such meetings and discussions will be held in accordance with the requirements and procedures that may be prescribed from time to time by the Ministry of Corporate Affairs, Government of India and/or prescribed under the Act. * The Board of Directors may, whenever it thinks fit, call an Extraordinary General Meeting. * If at any time there are not within India, Directors capable of acting who are sufficient in number to form a quorum, any Director or any two members of the Company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. * Subject to Sections 190 and 219 of the Act, a General Meeting may be called by giving to the members clear twenty one days' notice or a shorter notice than of twenty one days if consent thereto is given by members in accordance with the provisions of Section 171 of the Act. ### Proceedings at General Meetings * No business shall be transacted at any general meeting unless a specified quorum of members is present at the time when the meeting proceeds to transact business. * Minimum two members present in person shall be quorum. * The Chairman if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company. * If there is no such Chairman or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairman of the meeting, the Directors present shall elect one of their members to be Chairman of the Meeting. * If at any meeting, no Director is willing to act as Chairman or if no Director is present within Fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of them to be Chairman of the meeting. * The Chairman may with the consent of any meeting at which a quorum is present and shall, if so directed by the Meeting, adjourn the meeting, from time to time and from place to place. * No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. * When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. * Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. * Every question submitted to a meeting shall be decided, in the first instance by a show of hands, and in the case of an equality of votes, both on a show of hands and on poll, the Chairman of the meeting shall have a casting vote in addition to the vote to which he may be entitled to as a member. * The demand for a poll shall not prevent the continuance of a meeting for the transaction of any other business, other than the question on which the poll has been demanded. ### Directors * The business of the Company shall be managed by the Directors who may pay all expenses incurred in setting up and registering the Company and may exercise all such powers of the Company as are not restricted by the Act or any statutory modification thereof for the time being in force or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to any regulations of these Articles, to the provisions of the Act, and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting. Nothing shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. * The number of Directors shall not be less than two and not more than twelve. * The following shall be the first Directors of the Company: * Mr. Anders Peter Jonasson; and * Mr. Nils Axel Vinge. * The Directors need not hold any qualification shares in the Company. * Subject to the provisions of the Act and rules framed thereunder, each Director shall receive out of the funds of the Company by way of sitting fees for his services a sum not exceeding the sum prescribed under the Act for every meeting of the Board of Director or Committee thereof attended by him, as may be determined by the Board from time to time. * The Directors may also be paid travelling and other expenses for attending and returning from meetings of the Board of Directors (including hotel expenses) and any other expenses properly incurred by them in connection with the business of the Company. * The Directors may also be remunerated for any extra services done by them outside their ordinary duties as Directors, subject to the provisions of section 314 of the Act. * Subject to the provisions of the Act, if any Director being willing shall be called upon to perform extra services for the purposes of the Company, the Company shall remunerate such Director by such fixed sum or percentage of profits or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration provided above. * Subject to the provisions of sections 297 and 299 of the Act, no Directors shall be disqualified by his office from contracting with the Company, nor shall any such contract be entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided, nor shall any Director contracting or being so interested be liable to account to the Company for any profit realized by any such contract by reason only of such Director holding that office or of the fiduciary relations thereby established but it is declared that the nature of his/her interest must be disclosed by him/her at the meeting of the Directors at which the contract is determined if his/her interest then exists or in any other case, at the first meeting of the Directors after he/she acquires such interest. * The Directors may appoint any person to be an alternate Director to act for a Director (hereinafter in this Article called the original Director) during his absence for a period not less than three months from the State in which meetings of the Directors are ordinarily held, but such alternate Director shall, ipso facto vacate office if and when the original Director returns to the State in which the meetings of the Directors are ordinarily held, subject to section 313 of the Act. * All the Directors shall not be liable to retire from the office by rotation. * The Board of Directors may, from time to time, increase or reduce the number of Directors within the limits specified in Article 24. * The company, may by ordinary resolution, of which special notice has been given in accordance with the provisions of Section 190 of the Act remove any Director including the Managing Director, if any, before the expiration of the period of his office, notwithstanding anything contained or in any agreement between the company and such Director. Such removal shall be without prejudice to any contract of service between him and the Company. * If the Director appointed by the company in general meeting, vacates office as a Director before his term of office will expire in the normal course, the resulting casual vacancy may be filled up by the Board of Directors at a meeting of the Board of Directors but any person so appointed shall retain his office so long only as the vacating Director would have retained the same if vacancy had not occurred, provided that the Board of Directors may not fill such a vacancy by appointing thereto any person who has been removed from the office of Director under Article 33. * Section 283 of the Act shall apply regarding vacation of office by Director. A Director shall also be entitled to resign from the office of Directors from such date as he may specify while so resigning. * The Directors may hold any and all Board meetings through an audio-visual conference and such meetings and discussions will be held in accordance with the requirements and procedures that may be prescribed from time to time by the Ministry of Corporate Affairs, Government of India and/or prescribed under the Act. * A Meeting of Board of Directors may be held in India and/or outside India. ### Managing Director or Whole Time Director * The Board of Directors may, from time to time, appoint one or more of their members to the office of the Managing Director or Whole Time Director for such period and on such remuneration and other terms, as they think fit and subject to the terms of any agreement entered into and in any particular case, may revoke such appointment. His appointment will be automatically terminated if he ceases to be a Director. * A Managing or Whole Time Director may be paid such remuneration (whether by way of salary, commission or participation in profits or partly in one way and partly in other) as the Board of Directors may determinate. * The Board of Directors, subject to Section 292 of the Act, may entrust to and confer upon a Managing or Whole Time Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions as they may think fit and either collaterally with or to the exclusion of their own powers and may, from time to time, revoke, withdraw or alter or vary all or any of such powers. ### Proceedings of the Board * The quorum necessary for the transaction of the business of Directors shall be minimum two or 50% of the total numbers of Directors whichever is higher, subject to section 287 of the Act. * Subject to the provisions of Section 285 of the Act, a meeting of the Board of Directors shall be held in India or outside India atleast once in every three calendar months and atleast four such meetings shall be held in each calendar year. The Board Meetings can also be convened through Video Conferencing in accordance with Article 36 above. The Directors may meet together for the discharge of the business, adjourn and otherwise regulate their meetings and proceedings, as they think fit. * Two days notice of every meeting of the Board of Directors of the Company shall be given in writing to every Director for the time being in India and at his usual address in India to every other Director. Such notice should also be sent by e-mail to every director at their e-mail addresses available in the records of the Company. The meeting of the Board may be convened at a shorter notice subject to the mutual consent of all the Directors. * A meeting of the Directors for the time being, at which a quorum is present, shall be competent to exercise all or any of the authorities, powers and discretions by law or under the Articles and regulations for the time being vested in or exercisable by the Directors. * The Managing Director or a Director or a Secretary upon the requisition of Director (s), may at any time convene a meeting of the Directors. * The questions arising at any meeting of the Directors shall be decided by a majority of votes and in case of equality of vote, the chairman shall have a second or casting vote. * The Directors may elect a Chairman of their meeting and determine a period for which he is to hold office. If at any meeting, the Chairman is not present within fifteen minutes of the time appointed for holding the same or is unwilling to preside, the Directors present may choose one of their members to be the Chairman of such a meeting. * Subject to the provisions of section 292 of the Act the Directors may delegate any of their powers, other than the power to borrow and to make calls, to issue debentures and any other powers which by reason of the provision of the Act can not be delegated to Committees consisting of such member or members of their body as they may think fit and they may, from time to time, revoke and discharge any such Committee either wholly or in part and either as to persons or person. Every Committee so formed, in exercise of powers so delegated, shall conform to any regulations that may, from time to time, imposed on it by the Directors and all acts done by any such Committee in conformity with such regulations and in fulfillment of the purpose of their appointment, but not otherwise shall have the like force and effect as if by the Board of Directors. * A resolution not being a resolution required by the Act or by these Articles to be passed only at a meeting of the Directors, may be passed without the meeting of the Directors or a Committee of Directors provided that the resolution has been circulated in draft together with necessary papers, if any, to all the Directors or to all the members to the Committee then in India (not less than the quorum fixed for a meeting of a Board or Committee, as the case may be) and to all other Directors or members at their usual addresses in India, and has been approved by such of the Directors as then in India or by a majority of such of them as are entitled to vote on the resolution. * All acts done by a person shall be valid, notwithstanding that it may be afterwards discovered that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provisions contained in the Act or in these Articles. Provided that this Article shall not give validity to acts done by a director after his appointment has been shown to the Company to be invalid or to have terminated. ### Powers of the Directors * Subject to Section 292 of the Act the Board of Directors shall have the right to delegate any of their powers to such managers, agents or other persons as they may deem fit and may at their own discretion revoke such powers. * The Directors shall have powers for the engagement and dismissal of employees, managers, salespersons, clerks and assistants and shall have power of general direction, management and superintendence of the business of the Company with full powers to do all such acts, matters and things deemed necessary, proper or expedient for carrying on the business of the Company, and to make and sign all such contracts and to draw and accept on behalf of the Company all such bills of exchange, hundies, cheques, drafts and other Government papers and instruments that shall be necessary, proper or expedient, for the authority and direction of the Company except only such of them as by the Act or by these presents are expressly directed to be exercised by share-holders in the general meetings. ### Inspection of Accounts * The Board of Directors shall cause proper books of account to be maintained under Section 209 of the Act. ### Secrecy * Every manager, auditor, trustee, member of a committee, officer, servant, agent, accountant or other person employed in the business of the Company shall, if so required by the Board of Directors, before entering upon the duties, sign a declaration pledging himself to observe strict secrecy respecting all bonafide transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors or by any general meeting or by the law of the country and except so far as may be necessary in order to comply with any of the provisions in these presents and the provisions of the Act. ### Borrowing Powers * Subject to the provisions of section 58A and 292 of the Act, the Directors shall have the power, from time to time and at their discretion, to borrow, raise or secure the payment of any sum of money for the purpose of the Company in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or bonds of the Company or by mortgage or charge upon all or any of the properties of the Company, both present and future, including its uncalled capital for the time being. ### Operation of Bank Accounts * The Directors shall have power to open bank accounts, to sign cheques on behalf of the Company and to operate all banking accounts of the Company and to receive payments, make endorsements, draw and accept negotiable instruments, hundies and bills or may authorise any other person or persons to exercise such powers. ### Indemnity * Subject to the provisions of Section 201 of the Act, the Chairman, Directors, Auditors, Managing Directors and other officer for the time being of the Company and any trustees for the time being acting in relation to any of the affairs of the Company and their heirs and executors, shall be indemnified out of the assets and funds of the Company from or against all bonafide suits, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or committed in or about the execution or their duties in their respective offices except those done through their wilful, neglect or default. Any such officer or trustee shall not be answerable for acts, omissions, neglects or defaults of any other officer or trustee. ### Winding Up * If the Company shall be wound up, the liquidator may with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or in kind, the whole or any part of the assets of the Company, whether they shall consist of the same kind or not. * For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members of different classes of members. * The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. ### Common Seal * The Board shall provide for the safe custody of the Seal of the Company. * The seal shall not be affixed to any instrument except by the authority of resolution of the Board of Directors or a committee of the Board authorised by it in that behalf and except in the presence of at least one director or an officer duly authorized and that one director or duly authorized officer shall sign every instrument to which the seal of the Company is so affixed in his presence. The share certificate will, however, be signed and sealed in accordance with Rule 6 of the Companies (Issues of Share Certificates) Rules, 1960. ### Balance Sheet and Profit and Loss Account * Balance Sheet and profit and Loss Account of the Company will be audited once in a year by a qualified Auditor for certification of correctness as per provisions of the Act. ### Audit * The first auditors of the Company shall be appointed by the Board of Directors within one month after its incorporation who shall hold office till the conclusion of first annual general meeting. * The directors may fill up any casual vacancy in the office of the auditors. * The remuneration of the auditors shall be fixed by the Company in the annual general meeting except that remuneration of the first or any auditors appointed by the directors may be fixed by the Board of Directors. ### Subscribers | Sl. No. | Names, addresses, descriptions and occupation of each subscribers | Signature of Subscribers | Signature of witnesses and their names, address, description & occupations | |---|---|---|---| | 1 | H & M HENNES & MAURITZ GBC AB Address: Master Samuelegatan 464, 106 38 Stockholm, Sweden Occupation: Business Represented by: Mrs. Pradeep Kumar vesma S/o Mr. Shambhu Dayal verma Rlo: Block No.39/3), Sec-2, Gold Market, New Delhi-110001 occupation: Business | Hennes & Mauritz GBC, Org.nr. 556070-1715, Kumar | I witness the signatures of both the Subscribed who have signed before me. 5-217, Panchsheel Park, N-0. 110017. Akshat Bhatnagar Advocate. Enrollmentno: D11502/2013 | | 2 | HYM HENNES MAURITZ INTERNATIONAL AB ADDRESS: Master Samuelsgatan 46A, 106 38, Stockholm, Sweden. Occupation: Business Represented bey! Mr. Govind prasad Gupla ly. s/o ms- Gutab prast Gupta Address P-155, pillanyi Nagar, Nean Sarojini naljas New Delhi-910023. Occupation: Perfesetenall | Hennes & Mauritz International AB, Org.nr. 556782-4896, Jorind | Signed here Govind | | ### Memorandum of Association (Private Company Limited by Shares) **Of** H & M HENNES AND MAURITZ RETAIL PRIVATE LIMITED **I.** The name of the Company is H & M Hennes and Mauritz Retail Private Limited. **II.** The Registered Office of the Company will be situated in the National Capital Territory of Delhi. **III.** The objects for which the Company is established are: **A.** The Main Objects to be pursued by the Company on its incorporation are: 1. To engage in and carry on the business of importing, exporting, marketing, distribution, warehousing, manufacture, production and retail trade of all kinds of textiles, ready-to-wear clothing, home furnishing, cosmetics, utility products, Children products and fashion accessories including clothes and apparels for women, men, and children such as shirts, trousers, shorts, jackets, t-shirts, skirts, scarf, tie, sweaters, dresses, tops, underwear, sportswear, swimwear, footwear such as shoes, sneakers, sandals, cosmetics and accessories such as body care, make-up products, perfumes, handbags, wallets, headphones and fashion accessories such as bangles, bracelets, earrings, sunglasses, belts, hair clips, caps, home furnishing products such as cushions, pillows, bed-linen, blankets, mats, towels, curtains, hangers, home decoration articles such as vases, candles, light holders, boxes and storage containers; children products such as toys, feeding bottles, water bottles, soothers, outdoor utility products such as tents, sleeping bags, rain-coats, umbrella, hammock, kitchen utensils such as cutlery, crockery, trays and all other similar goods of all types and description, and services related thereto. 2. To acquire, own, lease, hire, rent, build, develop, construct, operate, dispose and/or manage Retail stores to engage in retail trade of above mentioned products. 3. To acquire, own, lease, hire, rent, build, develop, construct, operate, dispose and/or manage warehouses for storage of all kind of products mentioned above and dealt in by the Company 4. To acquire, organize, set up, own, arrange, engage, maintain, manage, deploy and employ all necessary infrastructure, resources, means and methods including workshops, work stations, centres, factories, units, godowns, warehouses, manpower, technicians, service facilities, handlers, agents, machines and tools, techniques, technologies, systems and solutions etc. in connection with the business of the Company. **B.** The Objects Ancillary or Incidental to the Attainment of the Main Objects are: 1. To open retail stores for selling the goods manufactured, imported or marketed by the Company and deal in as principals or as agents or distributors. 2. To purchase, take on lease, or tenancy or in exchange, hire, renew or otherwise acquire and hold any estate or interest and to let or sublet, in whole or in part, develop, manage and exploit lands, buildings, machinery, easements, rights, privileges, plants, stock-in-trade, business concerns, options, contracts, claims, chose-in-action, and any real and personal property of any kind necessary or convenient for any business of the Company. 3. To buy wholesale or retail, repair, alter and exchange, let on hire, import, export all kinds of articles and things which may be required for the purpose of any of the main business or which is commonly manufactured, imported, exported, supplied or dealt in by persons engaged in any such business or which may seem capable of being dealt with in connection with any of the main business. 4. To acquire and undertake the whole or any part of the business, goodwill, intellectual property, property and liabilities of any person(s), firms, corporations or undertaking, either existing or newly engaged in or carrying on and conducting any business which the Company is authorised to carry on or possession of property suitable for the purpose of the objects of the Company. 5. To apply for, purchase or otherwise, acquire any patent, patent right, copyright, trade marks, formulae, license, lease, concessions, conferring any exclusive or limited right to use 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 directly or indirectly benefit the Company; and to use, exercise, develop or grant licenses in respect of the property, rights, or information so acquired. 6. To enter into any arrangement with any Government or authority whether municipal, local or otherwise or any person, that may seem conducive to the Company's objects or any of them; and to obtain from any such Government or authority any rights, privileges and concessions which the Company may think it desirable to obtain; and to carry out, exercise and comply with any such arrangement, rights, privileges and concessions. 7. To establish or support or aid in the establishment and support of associations, institutions, funds, trusts, and conveniences for the benefit of past or present employees or directors of the Company or the dependants of such persons; and to grant pensions and allowances, to make payments towards insurance; to subscribe or guarantee money for charitable or benevolent objects or useful objects for the general public. 8. To promote any other company or companies for the purpose of acquiring or taking over all or any of the property, rights and liabilities of the company or for any other purpose which may directly or indirectly benefit the Company. 9. To subscribe for, absolutely or conditionally or otherwise acquire and to hold and/or dispose of shares, stocks and securities or obligations of any other Company whether Indian or foreign. 10. To invest and deal with money of the Company, not immediately required in such manner as may, from time to time, be thought fit subject to provisions of the Companies Act, 1956. 11. To advance money or give credit to any person or company; to give guarantee or indemnity for the payment of money or the performance of contracts or obligations by any person; to secure or undertake in any way the repayment of moneys lent or advanced to, or the liabilities incurred by any person subject to the provisions of the Companies Act, 1956. 12. Subject to the provisions of Section 292 of the Companies Act, 1956, to borrow or secure money in such manner as the Company may think fit or to make repayment of any debt, liability, perform any contract entered into or the issue of debentures, perpetual or otherwise, charged upon all or any of the Company's property (both present and future), including its uncalled capital; and to purchase, redeem, or pay off any such securities. 13. To establish subsidiary companies, amalgamate with, or enter into partnership or into any arrangement for sharing profits, union of interest, joint venture, reciprocal concession or co-operation with, any person or company carrying on, engaged in, or proposing to carry on or engage in, any business or transaction which the Company is authorised to carry on or engage in, or which is capable of being conducted so as to, directly or indirectly, benefit the Company, and to take or otherwise acquire and hold shares, stock, securities, obligations or other interests in any such person or company, and to subsidize or otherwise assist any such person or company. 14. To remunerate any person for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debentures or other securities issued by the Company. 15. To draw, make, accept, endorse, discount, negotiate, execute, and issue promissory notes, bill of exchange, bills of lading, debentures and other negotiable or transferable instruments or securities. 16. To dispose of, to improve, manage, develop or exchange the undertaking, property or rights of the Company or any part thereof for such consideration as the Company may think fit. 17. To adopt such means of making known and advertising the business and products of the Company as may be expedient. 18. To apply for, promote, and obtain any order, regulation, or other authorisation or enactment which may directly or indirectly benefit the Company. 19. To procure recognition of the Company in any country or place outside India. 20. To issue or allot fully or partly paid shares in the capital of the Company in payment or part payment for any movable or immovable property purchased or otherwise acquired by the Company or for any services rendered to the Company. 21. To take or hold mortgages, liens and charges to secure payment of the purchase price, or any unpaid

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