MEMORANDUM OF ASSOCIATION

OF

PEC LIMITED

 

 

I.            The name of the Company is “PEC Limited”.

 

II.         The Registered Office of the Company will be situated in the Union Territory of Delhi.

 

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

 

 

(A) MAIN OBJECTS

 

1.   To take over from the State Trading Corporation of India Ltd., the business and activities at present being handled by its Engineering Division and Railway Equipment Division together with rights and liabilities pertaining to such business; and to carry on the business of buying, selling, importing, exporting, merchandising, offshore trading, acting as Agents for purchase and sale of and to deal in :-

 

i)        capital equipment, plant and machinery for engineering and non-engineering industries; boats and offshore and inshore petrol vessels; castings and forgings;

 

ii)        equipment, stores, apparatus, accessories, assemblies, sub-assemblies, instruments, tools, components, devices and gadgets of engineering and non-engineering types including agricultural, medical and scientific sector, computer hardwares and softwares, telecommunication and defence equipment and stores.

 

iii)        railway locomotives, coaches, wagons and allied material equipment and transport vehicles;

 

iv)        natural and processed and semi-processed foods, marine products, agricultural based raw-materials, products and commodities;

 

v)        consumer durables, commodities, consumables, man-made fibres, cottorn, cotton yarn, silk yarn and fabrics, pharmaceuticals, drugs and chemicals, leather and leather products, ready-made garments and materials;

 

vi)        building materials and hardwares, building related products and services;

 

vii)        industrial raw materials, both primary and secondary.

 

2.   To process, convert, fabricate, manufacture, produce, refine, prepare, treat and otherwise deal in all products related to which the Company trades in imports, exports or third country trading as permitted by other relevant clauses of this Memorandum.

  1. To enter either alone or jointly with any other companies or persons and specially outside India into contracts (on turnkey basis or otherwise) for the erection, construction, maintenance, alteration, repair, pulling down and restoration of railways, factories, mills, industrial plants, engines, machinery, works of all descriptions, including railways, tramways, waterways, road bridges, warehouses, factories, mills, engines, machinery, railway carriages, and wagons, ships and vessels of every description, gas works, electric works, water works, drainage and sewage works and other public utilities, wharfs, docks, piers and buildings of every description.

 

 

  1. To carry on specially outside India all or any of the businesses of engineering and management consultants, and as advisers on problems relating to the administration and organization of industry and business, and the training of personnel and industry and business, and to advise upon the means and methods for extending, developing and improving all types of businesses or industries and all systems or processes relating to the production, storage, distribution, marketing and sale of goods and/or relating to the rendering of services, and to engage in research into all problems relating to personnel, industrial and business management and distribution, marketing and selling to collect, prepare and distribute information and statistics relating to any type of business or industry and to promote or propose such methods, procedures and measures as may be considered desirable or beneficial.

 

  1. To aid, counsel, assist, cooperate with, protect and promote the interests of engineering and railway equipment industry, manufacturing industries and exporters and to provide them with capital, credit, means, resources, and technical and managerial assistance, and to take other suitable measures to enable them to improve methods and techniques of production, management and marketing.

  2. To carry on the business of trading in agricultural products, metals including precious metals, precious stones, diamonds, petroleum and energy products and all other commodities and securities, in spot markets and in futures and all kinds of derivatives of all the above commodities and securities.  

  3. To carry on business as brokers, sub-brokers, market makers, arbitrageurs, investors and/or hedgers in agricultural products, metals including precious metals, precious stones, diamonds, petroleum and energy products and all other commodities and securities, in spot markets and in futures and all kinds of derivatives of all the above commodities and securities permitted under the laws of India.

  4. To become members and participate in trading, settlement and other activities of commodity exchange/s in India (including national multi-commodity exchange/s) facilitating, for itself or for clients, trades and clearing/settlement of trades in spots, in futures and in derivatives of all the above commodities permitted under the laws of India.  



                                        (B) OBJECTS ANCILLARY AND INCIDENTAL

  5. To buy, sell, exchange, install, work, repair, alter, refine, improve, manipulate, prepare for market, let out on hire plants, machinery, equipment, works, carriers, vehicles, apparatus and appliances, which are necessary or convenient for carrying on any business which the Company is authorized to carry on or is required by any customers of or persons dealing with the Company or which may seem to the Company capable of being profitably dealt with by the Company and to experiment with and to render marketable, process, convert, fabricate and manufacture such articles, commodities and goods as may be necessary or may seem to the Company capable of being undertaken, conveniently in furtherance of its objects or may be calculated directly or indirectly to enhance the value of such articles, commodities and goods.

  6. To carry on any other business, whether trading of otherwise, which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the property or rights of the Company.

  7. To purchase, take on lease or in exchange, hire or otherwise acquire, any real and personal property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business or may enhance the value of any other property of the Company.

  8. To purchase, acquire, take on lease, rent, let out on hire, build, construct, execute, carry out, equip, improve, work, develop, administer, manage, maintain, enlarge, pull down, remove, replace, rebuild in India an/or elsewhere, works and conveniences of all kinds, which expression includes, among other things, roads, railways sidings, jetties, piers, wharfs, bridges, canteens, warehouses, stores, buildings, offices and/or residences, places of recreation for employees and to pay for survey, preliminary or otherwise, and for experiments, etc. and to pay or contribute to the expenses of acquiring, constructing, maintaining, improving any such works and conveniences, for the attainment of main objects.

  9. To apply for, purchase or otherwise acquire and protect any renew in any part of the world and patents, patent rights brevets d’ inventions, trade marks, designs, licences, 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 to be calculated directly or indirectly to benefit the Company, and to use, exercise, develop, or grant licences 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, invention or rights.

  10. To acquire and undertake the whole or any part of the business, property, and/or liabilities of any person or Company carrying on/or proposing to carry on any business which the Company is authorized to carry on or possessed of properly suitable for the purpose of the Company, or business which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company.

  11. To amalgamate, enter into partnership or any arrangement for sharing profits, union of interests, co-operation, joint venture, joint marketing or reciprocal concession or for limiting competition with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorized to carry on or engage in, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company.

  12. To improve, manage, develop, grant right or privileges in respect of or otherwise deal with, all or any part of the property and rights of the Company.

  13. To subscribe for, take or otherwise acquire, and hold shares stocks, debentures, or other securities of any other company, co-operative society or society registered under the Societies Registration Act, 1860.

  14. To invest and deal with the moneys of the Company not immediately required in any manner as the Company may determine from time to time.

  15. To lend any advance money or give credit to such persons or companies and on such terms as may seem to be 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 guarantees and indemnities.

  16. To receive money on deposit not amounting to banking transactions or on loan and borrow or raise money from any person or bank or company of Governments in such manner and to such extent as the Company thinks fit, and in particular by the issue of debentures or d3ebenture stock; perpetual or otherwise and to secure the repayment of any money so borrowed, raised or owing by mortgage, or lien upon all or any of the property or assets of the Company (both present and future), including its uncalled capital, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company or any other person or company of any obligation undertaken by the Company or any other person or company, as the case may be.

  17. To draw, make, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments.

  18. To enter into any arrangements with any government or authorities, municipal, local or otherwise that may seem to be conducive to the objects of the Company, or any of them, and to obtain from any such government, authorities, person or company any rights, privileges, chargers, contracts, licences and concessions which the Company may think desirable to obtain and to carry out, exercise and comply therewith.

  19. To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory provident and/or pension or superannuating funds for the benefit of and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or of any company which is a subsidiary of the Company, or is allied to or associated with the Company, or who are or were at any time in the employment or service of the Company or of any company which is a subsidiary of the Company, or is allied to or associated with the Company, or with any such subsidiary company, or who are or were at any time Directors or officers of the Company, or of any such other company as aforesaid, and the wives, widows, families and dependents of any such persons and also establish and subsidise and subscribe to any such institutions, associates, clubs or funds calculated by the company to be for the benefit of or to advance the interest and well-being of the employees of the Company or of any such other company as foresaid, and make payments to, or towards the insurance of any such persons as aforesaid, and do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid.

  20. To provide for the welfare of employees or ex-employees of the company and their wives and families and the wives and families of their dependents or connections by building or contributing to the building of houses or dwellings, or by grants-in-aid, pensions, allowances, bonus or other payments, and by providing or subscribing or contributing towards buildings and maintenance of places of instruction and recreation, hospitals and dispensaries, medical and other assistance as the Company may think fit, and to subscribe, or otherwise to assist, or to grant money to charitable, benevolent, religious, scientific, national, public or other institutions, objects or purposes, provided such institutions proposed to be helped with money are not pure political party organizations.

  21. To procure and arrange for registration, incorporation or recognition, of the Company in or under the laws in any part of the world outside India, to establish and appoint branches or agencies of the Company at any place in India or elsewhere and to discontinue the same and to do all acts necessary for carrying on an any colony, domination or foreign country, any business of the Company, to petition either singly or jointly with other legislatures, authorities, local municipal and other bodies, British, colonial or foreign, for the purpose of getting enacted Acts or for obtaining decrees, interests, orders, rights and privileges that are conducive to the interest of the Company or to protest against petitions and transactions as are likely to be prejudical to the interest of the Company and to take such steps as may be necessary to give the Company rights and privileges in any part of the world as are possessed by local companies or partnership of a similar nature.

  22. To establish, promote, undertake or concur in the formation of or establishing or promoting any company or companies or any institutions for the purpose of acquiring all or any of the property, rights and liabilities of this Company or other companies or for any other purpose which may seem directly or indirectly calculated to benefit the Company or form any subsidiary company or companies and underwrite, subscribe for or otherwise acquire all or any part of shares, debentures or other securities of any such other company.

  23. To promote and establish organizations, advisory boards and other suitable bodies as may be deemed necessary in order to carry out the aforesaid objects of the Company effectively.

  24. (a) To sell, lease, mortgage or otherwise dispose of the property, assets or undertaking of the Company or any part thereof for such consideration as the Company may think fit.

    (b) To transfer, if the Company thinks fit, without consideration any property assets or undertaking of the Company or any part thereof to any company, the share capital of which has been entirely subscribed by the Central Government.

  25. The act as agents, indenters or/and as the f\trustees for any person or company or government and to undertake and perform sub-contracts and to do all or any of the above things in any part of the world, alone or jointly with others and either by or through agents, sub-contractors, trustees or otherwise.

  26. To undertake and execute any trusts the undertaking of which may seem to benefit the Company either gratuitously or otherwise.

  27. To adopt such means of making known the commodities in which the Company deals or is interested as may seem expedient and in particular by advertising in the Press, by circulars, by purchase and exhibition of works of art of interest, by publication of books and periodicals any by granting prizes, rewards and donations.

  28. To hold or assist in holding exhibitions in India and elsewhere of the products and articles in which the Company is interested.

  29. To collect and circulate statistics and other information relating to trade, commerce and industry.

  30. To establish, provide, maintain, conduct, subsidise, undertake, carry on and promote studies, research laboratories, experimental workshops for scientific and technical researches and experiments, tests of all kinds and scientific and technical investigations and inventions by providing, subsidizing, endowing or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by providing, or contributing to the remuneration of scientific or technical professors or teachers and by providing or contributing to the award, scholarships, prizes, grants to students or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, tests and inventions of any kind that may be considered by the Company likely to assist in business which the Company is authorized to carry on.

  31. To create, or to contribute to any depreciation fund, reserve fund, sinking fund, insurance fund, development fund or any other special fund including funds for payment of subsidies whether for depreciation or for repairing, improving, extending or maintaining any of the property of the Company or for amortization of capital or for any other purpose conducive to the interest of the Company.

  32. To act as insurers or underwriters of the property of the Company either wholly or partially, and either solely or together with another or other person or persons or body or bodies, and 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 respect thereof, either fully or partially and also so insure and protect and indemnify either on mutual principle or otherwise, and to accept the whole or any part of the marine risk and liability of the Company as underwriters.

  33. To manufacture, store, maintain, sell, buy, repair, alter, exchange, let on hire, export, import, and deal in all kinds of articles and things (including all kinds of conveyance and all components, parts, fittings, tools, implements, accessories materials, and all articles and things used or capable of being used in connection therewith in any way whatsoever) which may be required for the purposes of any business of the Company or are commonly supplied or dealt in by persons engaged in any such business and which may be capable of being profitably dealt with in connection with any of the business of the Company.

  34. To acquire, establish, construct, provide and maintain and administer factories, townships, railway sidings building yards, wells, water reservoirs, channels, pumping installations, purification plants, pipe lines, landing grounds, hangars, garages storage sheds and accommodation of all description in connection with the business of the Company.

  35. To purchase, charter, hire, build or otherwise acquire vehicles and vessels of any or every sort or description for use on or under land or water or in the air and to employ, equip and load the same for the carriage of merchandise of all kinds, in which the Company deals.

  36. To employ and pay experts, Indian and foreign consultants, etc., in connection with the business of the Company.

  37. To subsidise or contribute to or otherwise assist in or take part in the construction, maintenance, improvement, management, working, control or superintendence of any operations or works or buildings useful or expedient or convenient or adoptable for the purposes of the Company which may be constructed by or may belong to or be worked by and/or under the control or superintendence of others and to subsidise or otherwise assist any persons or companies responsible for or concerned or interested in any undertaking or operation in conjunction with the Company.

  38. To buy, sell, process and deal in goods, wares and merchandise including all conveniences or necessities of life which may be used or required by workmen or others whether employed by the Company or not and to open and keep shops or stores.

  39. To establish, maintain and operate hospitals, dispensaries, first-aid centers and other medical institutions, public health installations, markets, shops and stores, clubs, cinemas and entertainment places, motor transport services, housing colonies, hotels and restaurants, guest houses, hostels, dhobidhanas, dairies, fire service stations for the benefit of employees and their families and others.

  40. To form, incorporate or promote any joint stock company, or companies, for carrying into effect any of the objects of the Company and to take or otherwise acquire and hold shares in any such company and generally in any company the business of which is capable of being conducted so as directly or indirectly to benefit the Company and to pay all or any of the costs and expenses incurred in connection with any such promotion or incorporation.

  41. To remunerate any person, firm, or company for services rendered or to be rendered in obtaining subscriptions for or placing or assisting to place or obtain subscriptions for or for guaranteeing the subscription of or the placing of any shares in the capital of the Company or any bonds, debentures, obligations or securities of the Company or any stock, shares, bonds, debentures, held or owned by the Company or in which the Company may have an interest in or about the formation of any other company or in which the Company may have any interest.

  42. To obtain order or Act of the legislature in India, U.K., or other places or order, Act or authority from the authorities of any country, Sate or Dominion for enabling the Company to obtain all powers and authorities necessary, or expedient to carry out or extend any of the objects of the Company, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which seem calculated directly or indirectly to prejudice the company’s interest.

  43. To apply the assets of the Company in any way or towards the establishment, maintenance or extension of any association, institution or fund in any way connected with any particular trade or business or with trade or commerce generally and particularly with the trade including any association, institution of fund for the protections of the interests of masters, owners and employers against loss by bad debts, strikes, combinations, fire accidents or otherwise or for the benefits of any clerks, workmen or others at any time employed by the Company or any of its predecessors in business or their families or dependents.

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

  45. 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 interest to any national trust, public body, museum, corporation or authority or any trustees on behalf of any of the same or of the public.

  46. To distribute, among the members, in specie any property of the Company or any proceeds of sale or disposal or any property of the Company in the event of it winding up.

  47. To take up all or any one or more of the above objects simultaneously or one after the other or to keep any one or more of the objects in abeyance for any period of time, if and when necessary.

  48. To do all such other things that the Company may consider incidental to, or may think conducive to the attainment of the above objects or any of them.


                                             (C)  OTHER OBJECTS

  49. To carry on all or any of the businesses of electrical, mechanical and general engineers and contractors, Ironmaster, iron and brass founders, metal workers, millwrights, machines, smiths, steel makers and converters and manufacturers of and workers and merchants and agents for an dealers in engineering specialties in metals and alloys of all description, wood workers, joiners, and carpenters, electro-plates, nickel platters, painters, varnishes, lacquers, enamellers, polishers, welders, gilders, metal and glass makers and refiners.

  50. To install, set up, construct, acquire, purchase, hire, maintain, run operate and establish in India and/or abroad such machinery, plants, works, factories, equipments, apparatus and appliances and to do such other acts as may be necessary, ancillary and incidentals to and/or convenient for the Company for the preceding objects.

  51. To construct buildings, erect, maintain and carry on either by the Company, or other parties, any works or undertakings of any, description whatsoever, either upon lands acquired by the Company or upon others lands.

  52. To let out, to hire and to trade in any vehicles, vessels or any part thereof when not required for the Company’s business.

 

And it is hereby declared that the word “Company” in this Memorandum when applied otherwise than to this Company shall be deemed to include any authority, partnership or other body of persons whether incorporated or not.

 

IV.              The liability of the members is limited.

 

V.                 The Share Capital of the Company is Rs.2,00,00,000 (Rupees Two Crores) divided into 2,00,000 (Two lakhs) equity shares of Rs.100/- (Rupees One Hundred) each.