| KARNATAKA STATE SMALL INDUSTRIES DEVELOPMENT CORPORATION LTD. | |||||||||||||
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MEMORANDUM OF
ASSOCIATION OF KSSIDC LTD The registered office of the Company will be situated in the State of Karnataka. The objects for which the Company is established are:
1)
To
aid counsel, assist, finance and protect and promote the interests of Small
Industries in Karnataka, whether owned or run by Government statutory body,
company, firm or individuals, and to provide them with capital, credit, means,
resources and technical and managerial assistance of the prosecution of their
work and business, to enable them to develop and improve their methods of
manufacture, management and marketing and their technique of production
(a“To
acquire, construct, develop, establish and maintain Industrial
Estates/Industrial Sheds/Industrial plots in the State of Karnataka”. (Approved
by the Company Law Board vide their order No.47117/SRB/85 dated 18.7.85).
2)To
enter into contracts with, and take up indents from, the Government of India
and the State Governments in all their departments and corporations and other
subsidiaries and branches and from any agency or officer thereof, having the
necessary powers for fabrication, manufacture, assemble and supply of goods,
materials, articles and equipment of every description and to arrange for the
performance of such contracts and indents by sub-contracting them to or placing
orders in respect thereof with, Small Industries or others for the fabrication,
manufacture, assembly or supply of such goods, materials, articles or equipment
or parts thereof, or servicing or processing in connection therewith, or such
Managerial services as may be necessary for the due performance of such
contracts and indents, and to have the goods, materials, articles and equipment
fabricated, manufactured, assembled and supplied;
3)To
consult and to co-operate with the appropriate officers of Government having
necessary powers in order to utilise the potential productive capacity of
plants operated by small industrial concerns:
4)To
obtain information as to methods and practices which primary contractors of
Government utilise in giving sub-contracts and to take suitable steps to encourage the giving of
sub-contracts by primary contractors to small industrial concerns at prices and
on terms and conditions which are fair and equitable; 5)To
certify to the appropriate Government officers with respect to the competency,
as to capacity and credit, of any small industrial concern or group of such
concerns to perform any specific Government contract; 6)To
obtain from any Government, Ministry, departmental establishment or agency such
reports concerning the giving of contracts and sub-contracts and making of
loans to business concerns as may be deemed necessary for carrying out the
aforesaid objects; 7)To
grant or guarantee or recommend the grant of loans to Small industries, to
which such sub-contracts are given or orders are issued, as aforesaid, in order
to enable them, in carrying out the sub-contracts or orders, to finalise plant
construction, conversion or expansion, including the acquisition of land, or to
finance the acquisition of equipment, facilities, machinery, supplies or
materials, or to supply such concerns with working capital to be used in the
manufacture of articles equipment, supplies or materials under contract to
Government or to this Company, to provide them with such financial, technical,
managerial and other assistance as may be deemed necessary for the purpose of
enabling them to execute and carry out the sub-contracts and orders
satisfactorily and to organise production and manufacture for meeting such
contracts and sub-contracts and orders adequately and according to
specification, and to ensure satisfactory production by all necessary
instruction, assistance, inspection and supervision;
To effect co-ordination between large industries and small industries by suitable
methods, similar to those aforesaid, enabling small industries to manufacture
satisfactory such parts, accessories ancillaries and components and other
articles as may be required by large industries;
9)To promote and operate schemes for development of small industries in the country
and for that purpose to prepare and get prepared reports, blue prints,
statistics and other information;
To promote and establish such companies, associations, Advisory Boards and other
suitable bodies as may be deemed necessary in order to carry out the aforesaid
objects effectively;
To procure capital or financial assistance or accommodation for, or provide
machinery, equipment, technical and managerial assistance, information,
instruction, inspection, supervision and other facilities to any company,
person or association for the purpose of carrying into effect any of the
aforesaid objects;
To apply for tender, purchase or otherwise acquire contracts and concessions for
or in relation to the construction, execution, carrying out, equipment,
improvement, management, administration or control of works and conveniences
and to undertake, execute, carry out, dispose of or otherwise turn to account
the same;
To
carry on the business of dealers in hardware and tools of all kinds,
engineering articles, ferrous and non-ferrous metal ware, cutlery, builders’
hardware, small hand tools, wire, nails, spikes, locks keys, knives, scissors,
spoons, containers, cycles and cycle parts, electrical appliances, brassware,
glassware, bricks, tiles and ceramic articles, plastics, furniture, carpentry
goods, leather and leather and leather goods, cardboard and cardboard goods,
pasteboard and plywood articles, sports goods, surveying and drawing and
mathematical instruments, surgical and scientific instruments miscellaneous chemical
goods, disinfectants, polishes, brushes, brooms, bamboo goods, cane goods,
fibre goods, carpets, mats, thattis, ropes, tapes, twine, wicks, glue, coir and
coir products, nets, tents, poles, ladders, tarpaulins and umbrellas and goods
and articles of all kinds and descriptions for personal, domestic, office and
community use and consumption, the foregoing list in this clause being only
illustrative and not exhaustive; 14)
To
manufacture, buy, sell import, export, install, work, and generally deal in any
plant machinery, substances, tools, materials, goods or things of any
description which in the option of the Company, may be conveniently dealt with
by the Company in connection with any of its objects;
15)To
invest the capital of the Company in, or to deal with shares, stocks, bonds,
debentures, obligations and other securities of any company or association
formed for establishing, executing or working of any industrial undertaking
approved by the Company; 16)To
act as Managers or to direct the management, control and supervision of any
company, association or concern by nominating directors, controllers,
supervisors, advisers or otherwise, or to collaborate with any company or
association or concern formed for carrying on any manufacture or business
within the objects of the company;
To
enter into any partnership or arrangement for joint working in business,
sharing of profits, pooling of any industrial undertaking, joint adventure or
reciprocal concession or amalgamation, with any other company, firm or persons,
carrying on or engaged in any manufacture or business within the objects of
this Company or similar thereto; 18)
To
establish, promote, subsidise and otherwise assist, any company or companies,
syndicate or other concern for the purpose of setting up any industry or
running any industrial undertaking, acquiring any property or furthering any of
the objects of this Company; 19)
To sell, dispose of, let on lease or on hire or transfer the business, property
and undertaking of the company, or any part thereof, for cash, stock or shares
of any other company or for any other consideration which the Company may see
fit to accept;
20)To obtain any provisional order or Act of Parliament for enabling the Company to
carry any of its objects into effect, or for effecting any modification of the
Company’s constitution, or for any other purpose which may seem expedient, and
to oppose by lawful means any proceedings or applications which may seem
calculated, directly or indirectly, to prejudice the Company’s interest;
21)To
procure the Company to be registered or recognised in any foreign country or
place;
22)To
sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose
of, turn to account or otherwise deal with, all or any part of the property and
rights of the Company; 23)
To accept stock or shares in, or the debentures, mortgage debentures or other
securities of any other company in payment or part payment for any services
rendered or for any sale made to or debt owing from any such company; 24)
To
carry on any other trade or business (whether manufacturing or 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
Company’s property or rights; 25)
To acquire and undertake the whole or any part of business, property, and
liabilities of any person or company carrying on any business which the company
is authorised to carry on, or possessed of property suitable for the purposes
or this Company.
26) To
pay all costs, charges and expenses incurred or sustained in or about the
promotion an establishment of the Company, or which the Company shall consider
to be nature of preliminary expenses, including therein the cost of advertising,
commissions for under writing, brokerage, printing and stationery and expenses
attendant upon the formation of agencies.
27) Generally
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 purpose of its business and in particular any
land, buildings, easements, machinery, plant and stock-in-trade.
28)To construct, maintain, and alter any buildings, or works, necessary or convenient
for the purposes of the Company;
29) To apply for and take out, purchase acquire any trade mark, patents, patent
rights, inventions, copyright, designs or secret processes, which may be useful
for the Company’s objects, and to grant licenses to use the same, and to work,
develop, carryout, exercise and turn to account the same;
30)To enter into any arrangements with the Government of India or any other
Government or State or Local Authority or any person for the purpose of
carrying out the objects of the Company or furthering interest and to obtain
from such Government or Authority or person any charters, subsidies, loan,
indemnities, grants, contracts, licences, rights, concessions, privileges, or
immunities which the Company may think it desirable to obtain and exercise and
comply with any such arrangements, rights, privileges and concessions;
31) To
make, draw, accept, endorse, discount, execute, issue and negotiate, cheques,
bills of exchange, promissory notes, debenture and other negotiable or
transferable instruments; 32)
To
borrow or raise or secure the payment of money in such manner as the company
shall think fit, and in particular by the issue of debentures, or debenture
stock, 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;
33) To
receive grants, loans, advances or other moneys and deposit, or otherwise, from
the Central Government or State Government, Banks, Companies, Trusts, or
individuals with or without allowance of interest thereon;
34) To
lend money to such persons or companies and on such terms as may seem
expedient, and in particular to customers and others having dealings with the
Company, and to guarantee the performance of contract by any such persons or
companies.
35) To
invest and deal with the moneys of the Company not immediately required in such
manner, other than in the shares of this Company, as may from time to time be
determined;
36) To
acquire by subscription, purchase or otherwise, and to accept and take, hold
and sell, shares or stock in any company, society or undertaking the objects of
which shall, either in whole or in part, be similar to those of this Company,
or such as may be likely, directly or indirectly, to promote or advance the
interests of this Company;
37) To
establish, maintain, subscribe to or subsidise or become member of training
institutions, research laboratories, research institutions and experimental
workshops for scientific and technical research and experiments;
38) To
provide for the welfare of persons in the employment of the Company and the
wives, widows and families of such persons, by establishing Provident or other
Funds, by grants of money, pensions or other payments, and by providing or
subscribing towards places of instruction and recreation, and hospitals,
dispensaries, medical and other attendance and other assistance, as the Company
shall think fit and to subscribe money to or for and otherwise help any
charitable or benevolent object or any exhibition or any public show or useful
objects;
39) To
distribute in specie or otherwise as may be resolved any assets of the Company
among its members, and particularly the shares, debentures or other securities
of any other company formed to take over the whole or any part of the assets or
liabilities of this Company;
40) To
establish agencies in India and elsewhere an to regulate and discontinue the
same
41) To
do all or any of the matters hereby authorised(in any part of the world) either
alone or in conjunction with, or as factors, trustees or agents for, any other
companies or persons, or by through any factors, trustee or agents; 42)
To undertake and execute any trusts the undertaking whereof may seem desirable and
either gratuitously or otherwise; and 43)
Generally
to do all such other matters and things as may appear to be incidental or
conductive to the attainment of the above objects or any of them or
consequential upon the exercise of its powers or discharge of its duties. ExplanationThe expression ‘Small Industry’ appearing in these clauses means an industrial undertaking, as defined in the relevant Notification issued by the Government of India from time to time. And it is hereby declared that, in the
interpretation of this clause the powers conferred Company by any paragraph
herein shall not be restricted by reference to any other paragraph the name of
the Company, or by the juxtaposition of two or more objects, and that, in the
event of any ambiguity this clause and every paragraph hereof shall be
construed in such a way as to widen, and not to restrict, the powers of the
Company. IV
The liability of the members is limited. V The capital of the Company is Rs.30 Crores
divided into 30,00,000 equity shares of Rs.100 each with power to issue any of
the shares in the capital, original or increased with or subject to any
preferential, special, or qualified rights or conditions, as regards dividends,
repayment of capital, voting or otherwise.
We, the several persons, whose names and addresses
are subscribed, are desirous of being formed into a Company in pursuance of
this Memorandum of Association and we respectively agree to take the number of
shares in the capital of the company set opposite to our respective names.
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