Moa of jayalakshmi motors Private limited

                                      

INCORPORATED

UNDER THE COMPANIES ACT, 1956

(1 OF 1956)

                                           

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

JAYALAKSHMI MOTORS PRIVATE LIMITED

I.              The name of the company is: JAYALAKSHMI MOTORS PRIVATE LIMITED.

II.             The Registered office of the company will be situated in state of Andhra Pradesh

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. (a) To carry on the business of manufacturers, assemblers of dealers in, hirers, repairers, cleaners, Stores, warehouses, of motor cars. Motor cycles, cycle-cars, motors, scooters, boats and ships, vans, and other vehicles and conveyances of all descriptions for carrying passengers or other personnel ,goods, commodities, produce, cargoes and other things on land or sea or by air (all here in after comprised in .the term "Motors and other things") whether propelled or assisted by means of petrol, spirit, steam. gas, electrical, animal or other powers, and all engines, chassis, bodies, turbines, tanks, tools, implements, accessories and other things, materials and products used for, in or in connection with motors and other things.

 (b) To buy, self, let on hire, repair alters and deal in machinery, component parts, accessories    and fitting of all kinds for motors and other things and all articles and things referred to in items(s) hereof or used or Capable of being used in connection with the manufacture, maintenance and working thereof.

2.To carry on the business as transport contractors, clearing and forwarding agents, to establish and maintain transport services and make transport facilities to the public and for merchandise and even nature and description whatsoever

3.      To carry on the business of importers, exporters, commission agents, general merchants, traders in India and abroad and dealers both ,wholesale and retail, contractors, brokers, factors, distributors, manufacturers, representatives and commercial, and to import and export, buy sell(either for cash or on credit) barter, exchange, pledge, make advances upon or otherwise deal in goods, produce, commodities and merchandise of all kinds and to provide various types of import and export facilities, services and assistance including clearing and forwarding, packing, distribution and transportations of goods and things.

4.      To carry on and undertake the business of finance, investment and trading hire purchases leasing and to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all kinds of plant and machinery and equipment that the company may think fit and to assist in financing of all and every kind and description of hire purchase or deferred payment of similar transactions and to subsides, finance or assist in subsidizing or financing the sale and maintenance of any goods, articles or commodities of all and every kind and description upon any terms whatsoever and to purchase of otherwise deal in all forms of immovable and movable property including lands and building, plant and machinery equipment, ships, aircraft, automobiles, computers and all consumers, commercial and industrial items including film industry and to lease or otherwise deal with them in any manner whatsoever including resale thereof, regardless of whether the property purchased and leased be now and / or used.

5.     To subscribe, purchase, acquire, hold, sell, invest, dispose off or otherwise deal, for self and on behalf of others in shares, Stocks debentures, bonds, units, mortgages, obligations and securities issued to or guaranteed by company or Mutual fund and Government, trust municipal, local or other authority and to invest by original subscription, syndicate participation, tender, purchase or otherwise out of the funds of the company obtain either by subscription of capital or borrowing or by receipt of income from any trust which may be discretionary or otherwise or by gift of money received by the company from any person and also to invest and finance against shares/ securities.

6.    To undertake and execute any contract involving computersied information systems, Feasibility Studies. Turnkey Projects, know how, Research and Development, Training, Recruitment, Systems Development, Software and Hardware Development, Market, Research, Surveying and Survey Data Analysis, Reorganisation of Management, Financial Management, Operations Research and Real Time Applications, Time Sharing Business Applications, Industrial Engineering Applications, Process and Process Control.

7.     To Design, Develop, Manufacture Communication Software and Hardware for Domestic and export markets, and to provide Cable, Mobile, Satellite, Telecommunication Contracts and also to provide Online Services, Internet and Internet Services across the Global for Customers in India or Abroad.

8.     To carry on the business of Developing, Providing Services, Training, Buying, Selling, Exchanging, Altering, Importing & Exporting, Letting on Hire, Distributing or Dealing in all kinds of and Description of Computer Communication Software and Hardware.

(B)    The objects incidental or ancillary to the main objects specified in the clause (A) hereof are

1.    To purchase, take in lease, or in exchange. hire or otherwise acquire any immovable or movable property or any rights or privileges which the Company may think necessary or convenient for the purpose of its business an.din particular any land, building, easement, machinery, plants, furniture and fittings stock

2.    To undertake, take over acquire and carry an work relating to. the business of the Company and for that purpose to enter Into such contracts, agreements, and to make such arrangements with any other company, firm' body corporate or association .carrying, and the similar business

3.    To acquire and take over as a running concern or otherwise, the whale or any part of the business, property, right, licenses and other assets and liabilities of any person, firm or company carrying an any business which the company is authorized to carry an, or possessed of property or rights and licenses suitable for the purpose of the company, an such terms and conditions and far such compensation as may be agreed upon.

4.    To enter into. Contracts with any other company or person for promoting or fulfilling the company’s objects or an~ of them in a manner which the company may deem expedient and conductive to the interests of the company

5.    To acquire use, develop, or otherwise turn to. Account any method system or   

Process construction by those of steel, iron, cement, concrete, wood or other material or any combination thereof in connection with the business of the Company.

6.    To apply for tender, purchase or otherwise, acquire any contracts and                                concessions far or in relation to the construction Execution, carrying out equipment, improvement, management, administration or control an works and convenience alld to undertake execl,lte, carry out dispose off, or otherwise turn to account the same.

7.     To carry an the business of civil engineers, mechanical engineers, electrical engineers, sanitary and water engineers and plumbers, brasll-faunders, metal workers, mecfWnists. smiths and ~aalmakersand to manufacture, buy. sell exchange install work, alter. improve, manipulate. otherwise deal, prepare far market. import or expert, let an hire., all kinds of plant and machines, wagons, railing stack, apparatus, tools, utensils, substances, materials and things necessary and convient for carrying in business which the company is authorized to carry on.

8.    To establish hcilites for Research and Development In vlrlOUI.ctivltles to. develop the processes to develop new prD(luctl. Impart substltutlans, innavatians and rtI6dlficatians inplant, equipment, process design ma,erialfor batter efficiency and economy.

9.    To do market survey for any product or products to do liaison jabs to identify now project to get licenses, approvals from Control or State Governments or local -bodies and far assistant other firms.

10.  Subject to the provisions of the Banking Regulations Act. 1949. to advance. deposit or lend money, securities and properties to or with any company, body corporate, firm, person or Association with or without security and on such terms as may be determined from time to time

11.  To enter into partnership or Into any-arrangements for the' sharing of profits, union of Interests, co-operation, joint venture, respire.' concessions or otherwise with any person, firm Of company carrying on or engaged in or about to carryon or engage in any business or transaction which this Company is authorized) carryon, engage in or any business or undertaking transaction which this company is authorized to carryon, engage In or any business or undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the company and to lend money. to guarantee the contracts of or otherwise assist any such persons firm or Company and to tab or otherwise acquire and hold shares; or security. of any such person firm or Company and to reissue with or without guarantee or otherwise deal with the same,

12. To recruit, employ or engage the services of technical, skilled semi-skilled and unskilled personnel required for carrying out the activities of the company and to compute designate or lend services of such employee. on such terms and conditions as may be decided by the Company from time to time .

13.  To enter into any agreement with any Government or authorities (municipal, local or otherwise or any ·corporations, Companies, or persons. which may seem conducive to the Company's objects or any of them and obtain from any such Government authority, Corporation. Company or persons any contracts, rights, privileges and concessions which the' Company may think desirable and carryout, exercise and comply with any such contracts, rights, privileges and concessions.

14.  To be Interested In promote and undertake the formation and establishment of such .Institutions, business. Companies (Industrial, agricultural, trading, manufacturing or other) as may be considered to be conducive to the profit and Interest of the Company and to carry on any other business (Industrial, agricultural, trading, manufacturing or other) which may soe":' to th!J company capable of being conveniently carried on connection with any of these objects or otherw.se calculated directly or Indirectly.

15.  To obtain any Act of Central or State Legislature, provisional order. license or autonomous body or authority for enabling the Company to carry out any of Its objects into effect or for effecting any modification of the Company’s constitutions, or for other purposes which may seem calculated directly or Indirectly to prejudice the Company interest To day all the costs charges and expenses of and incidental In the promotion and formation, registration. and establishment of the Company. and the issue of Its capital Including costs, charges, expenses of negotiations and' contracts and arrangements made prior to and in anilclpatlon of the formation and 'Incorporation of In. Company

16.  To remunerate (by cash or otherwise or in -kind or by allotment of fully or partly paid shares or shares credited as fully paid up or in any other manner of  any persons. firms association. or companies for services rendered or to be rendered or in rendering technical aid and advice, granting licenses or permission for debenture holders or debenture stock· holders of the Company or for subscribing or agreeing to subscribe whether absolutely or conditionally or for producing or agreeing to procure subscriptions whether absolute or conditional for any shares, debentures. stock. to other securities of the Company, or of any Company promoted by this Company. for services rendered in or about the formation or promotion of the Company or any Company promoted by this Company or in introducing any property or business to the Company or about the conduct of the business of this Company or for guaranteeing payment 01 such debenture-stock or other securities and any interest thereon

17. To procure the registration or other recognition of the Company in any country, state or place and to establish and regulate agencies for the purpose of the Company's business. and to apply or join in applying to any Parliament, Local Government, Municipal or other authority or body. Indian. British Colonial or Foreign for any Acts of parliament laws. de~rees concessions orders rights or privileges that may seem conducive to the Company's objects or any of them and to oppose any proceeding or application which may seem calculated directly to prejudice the company's interests.

18. To open and keep a register or registers in any State in India or abroad whether it may be deemed necessary and expedient so to do and to allocate any number of shares. in the company to such register or registers,

19. To undertake and execute any trusts. the undertaking where off may seem desirable, either gratuitously or otherwise

20. Subject to the Banking Regulations Act. 1949, to draw, make, issue, and accept and to endorse, discount and negotiate promissory notes hundies bills of exchange. Delivery orders, warrants warehouse-keepers certificates and other negotiable or commercial or mercantile instruments connected with the business of the Company.

21. To open account or accounts with any individual, firm or Company or with any bank or banks and to pay into and to withdraw money from such account or accounts.

22. To invest, apply for and acquire or otherwise employ moneys bel9nging to or entrusted to or 8& the disp09al of the Company upon securities and shares or without security. upon such terms as may be thought proper and from time to time to very such transactions in such terms as may think fill.

23. To lend or deposit moneys belonging to or entrusted to or at the disposal of the Company to such persons or Company and in particular to customers and others having dealings with the Company with or without security, upon such terms as may be thought proper and to guarantee the performance of contracts by such person. Company, but not to do the business of banking as defined in the Banking Regulations Act, 1949.

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

25. Subject to the provisions of Section S8A and rules made there under and the directions of the Reserve Bank of India from time to time, to borrow or raise money, or to receive money on deposit at interest, or otherwise in such manner as the Company may think fit for the purposes of financing the business of the Company and in particular by the issue or sale of the bonds, mortgages, of debentures or debenture-stock, perpetual or otherwise, including debentures or debenture stock, convertible into' shares of this or any other Company, or perpetual annuities; and in securities of any such money so borrowed, raised or received, to mortgage, or charge the whole or any part of the property, assets or revenue of the Company present or future, including its uncalled capital, assignment or otherwise, and to transfer of sale and other powers as may seem expedient, and to purchase, redeem or pay off any such securities.

26. To improve, manage, work, develop, alter, exchange, lease, mortgage, turn to account, abandon, or otherwise deal with all or any put of the property, rights and concessions of the Company.

27. To create any Depreciation Fund, Reserve Fund, Insurance Fund or any other Special Fund, whether for depreciation of for repairing, improving, extending or maintaining any of the property of the Company, or for any other purpose conducive to the interests of the Company

28. To distribute any of the property of the Company amongst the members in specie or kind upon the winding up of the Company.

29. To do all or any of the above things and all such things as are incidental or may be thought conducive to the attainment of the above objects or any of them in any part of the World, and as principals, agents, contractors, trustees, or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.

C) Other Objects for which the company is established are:

1. To put up plants and machinery for the manufactures of Cement, Vaccines and other pharma products in Technical Collaboration with Foreign know how.

2. To carry on the business of contractor’s decorators, job masters and to enter into contracts for laying, furnishing, decorating and other jobs. Interiors-exteriors 

3. To carry on the business of construction as engineers, contractor, designer, building    experts and dealers in stones, cement, sand, iron and other building materials, paints and varnishes of all types.    

4. To process, season, manufacture plywood, chipboards and put such plants and machinery for processing raw materials for manufacturing wood products required for Cons industries.

5. To manufacture trade and deal in all kinds of packaging materials, plastics, machinery’s and operations.

IV. The liability of the members of the company is limited.

V. The Share Capital of the company is Rs. 1,00,000/- (Rupees One Lakh only) divided into 10,000 (Ten thousand) Equity shares of Rs.10/- (Rupees Ten Only) each, with power to increase, reduce, convert, sub-divide and consolidate the same and with power to issue any of the shares in the capital, original or increased, with or subject to preferential, special or qualified rights or conditions as regards to dividends, repayment of capital or otherwise.