I. The name of the Company is "Kerala Agro-Machinery Corporation Limited.'
II. The Registered Office of the Company will be situated in the State of Kerala
III. A. The main Objects to be pursued by the Company on its incorporation are.
(1) To manufacture or assemble in India, either in collaboration or otherwise, Tractors, Power tillers and their attachments, diesel engines, pump sets and attachments and spares thereto and to acquire, purchase, give or sell, export or import the same, either on hire purchase or on full payment or otherwise as may be interest to the Company.
(2) To acquire and take over, as a going concern or otherwise, the undertaking and facility now owned and set up by the Kerala Agro Industries Corporation Ltd., for the manufacture or assembly of Kubota Power Tillers with the whole or any part its assets and liabilities pertaining to the said undertaking or facility, for cash consideration or otherwise, and to adopt, exploit and turn to account the agreements, contracts, patents, licences, letters of indent and other rights and privileges entered into or obtained by the said the Kerala Agro-Industries Corporation Ltd. so far as they relate to the said undertaking or facility
(3) To organise, conduct or manage engineering workshops or repair shops of all descriptions and to manufacture, import, export, buy, sell or otherwise deal in workshop machinery, machine tools and metals of all kinds and to undertake repairs and servicing of agricultural machinery or other machinery equipment, implements and tools and render other kinds of service for consideration or otherwise
(4) "To manufacture or assemble in India, either in collaboration or otherwise Power Reapers, Reaper Binders, Combine Harvesters, Rice Transplanters, Potato Diggers, Threshers, such other agricultural machineries and their attachments and spare parts thereto and to acquire, purchase, give or sell, export or import the same for trading either on hire purchase or on full payment or otherwise as may be of interest to the Company
B. The objects incidental and / or ancillary to the attainment of the above main
objects of the Company are:-
(1) To take over from the Government of Kerala or other Governments, Municipalities, Corporations or other bodies, the facilities falling within the ambit of sub-clause III A (1), (2) and (3) above, with or without the rights and liabilities in so far as they relate to such facilities
(2) To promote, establish, administer, own and run industries and facilities for the manufacture of agricultural implements, agricultural machinery and other materials and equipment which will help the growth and modernisation of agriculture, animal husbandry, poultry, dairying and fisheries
(3) To promote, establish, administer, own and run industries and facilities for processing agricultural produce and products of piscicultural and animal origin for the purpose of increasing the availability of foods and subsidiary foods in the country and for export
(4) To employ distributors, commission agents and underwriters and to provide for the remuneration of such persons for their services by payment in cash or by the issue of shares debentures or other securities of the Company.
(5) To operate suitable schemes including the financing of any industry or facility mentioned in sub-clauses A (1), (2) and (3) and B (1), (2) and (3), whether owned by the State or the Central Government or by any individual, person, company, association or co-operative society, by way of under-writing the issue of shares, participating in the share capital, grant of loans and offering guarantees
(6) To promote and operate schemes for the development of the industries of the categories mentioned in sub clauses A(l), (2) and (3) and B(l) and (3) and for that purpose to undertake investigations, collect statistics, prepare or cause to be prepared feasibility studies and project reports.
(7) To undertake a systematic study of supply and production trends in the Agro-Industrial activities of interest to the Company
(8) To promote and establish Comapnies, Co-operative Societies, Associations, Advisory Boards and other suitable organisations for the setting up of industries mentioned above or for achieving any of the objects of the Company
(9) To aid, assist and finance any company, industrial undertaking or enterprises whether owned by the Government or by a co-operative society or by an individual, firm or a company with capital, credit, resources etc. For achieving the objects of the company
(10) To procure capital, or financial assistance or accommodation for or provide machinery and other facilities to any company, Co-operative Society, person or association to achieve the objects of the Company
(11) For the purpose of promoting the rapid development of industries of the category mentioned in sub clause A (1), (2) and (3) and B (1), (2) and (3) above
(i) To grant or guarantee loans or advances to any company, co-operative society, association or individual engaged or proposing to engage in any such industry;
(ii) To underwrite the issue of stock, shares, bonds, debentures by any company, association or concern engaged or proposing to engage in any such industry;
(iii) To retain as part of its assets any stock, shares, bonds or debentures which it may have to take-up in fulfillment of its underwriting liabilities;
(iv) To take, subscribe, hold shares, debentures, securities in any company, association or concern engaged or proposing to engage in any such industry;
(v) To guarantee or counter-guarantee on such terms and conditions as may be agreed upon, deferred payment due from any company association or concern engaged in any such industry;
(a) In connection with its import of capital goods from outside India;
OR
(b) In connection with its purchase of capital goods within India
(12) 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 from any person, firm, society, company or industry for fabrication, manufacture, assembly and supply of goods, materials, articles, equipment and services of every description and to arrange for the performance of such contracts and indents either within the Company or by sub-contracting them to, or placing orders in respect of part or whole thereof or servicing or processing in connection therewith, with others, and to have the goods, materials, articles, equipment or services supplied.
(13) To employ and remunerate experts to investigate and examine into the condition, prospects value, character and circumstances, of any business or industrial concern and undertaking and generally of any assets, property or rights.
(14) To sell, dispose of or transfer any industrial undertaking, project or factory of this company to any other company or association or concern on such terms and conditions as may be determined by this Company
(15) To invest the capital of the company in or to deal with shares, stocks, bonds, debentures, obligations and other securities of any other Company or association or co-operative society formed for establishing, executing or working any industrial undertaking approved by the Company
(16) 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
(17) To direct the management, control and supervision of any company, association or concern by nominating directors, controllers, supervisors, advisors 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.
(18) 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 with any other company, firm, Co-operative society or persons carrying on or engaged in any manufacture or business within the objects of the Company or similar thereto.
(19) Subject to the provisions of the Act, to amalgamate with any Company or Companies, Corporations, Co-operative Society having objects altogether or in part similar to those of this Company.
(20) To establish, promote, subsidise and otherwise assist any Company or Companies Co-operative Societies 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.
(21) To sell, dispose of, let on lease or on hire or transfer the business, property, assets and undertakings 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 deem fit to accept.
(22) To take suitable steps to enable 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 seen expedient.
(23) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose off, turn to account, or otherwise deal with all or any part of the property and rights of the Company
(24) To undertake payment of all rents and performance and observance of all covenants, conditions and agreements contained in or reserved by any lease or leases which may be granted or assigned to, or may be otherwise acquired by the Company.
(25) To accept stock or shares in, 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.
(26) To acquire and undertake the whole or any part of the business, property and liabilities of any person or company who or which was or is carrying on any business which the Company is authorised to carry on, or possessed of property suitable for the purpose of the company.
(27) To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the company, or which the Company shall consider to be in the nature of preliminary expenses including therein the cost of advertising, commissions, and brokerage for placing or assisting, to place shares or debentures lawyer's charges, printing and stationery and expenses attendant upon the formation of agencies.
(28) Upon any issue of shares, debentures or other securities of the company, to employ brokers, commission agents and underwriters and to provide for the remuneration of such persons for their services by payment in cash, or by the issue of shares, debentures or securities of the company or by the granting of options to take the same, or in any other manner allowed by law.
(29) To pay for any properties, rights or privileges acquired by the company, either in cash or partly in shares and partly in cash or otherwise
(30) To purchase, take on lease or in exchange, or on 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, plants and stock-in-trade.
(31) To construct, erect, maintain and alter any buildings, plants and machinery or works necessary or convenient for the purpose of the Company.
(32) To construct, improve, maintain, develop, work, manage, carry out or control any roadways, tramways, railway's branches, or sidings, bridges, reservoirs, water courses, wharves, markets, saw and other Mills, Manufactories, ware houses, electric works, or distribution systems, shops, stores and other works and conveniences, which may seem calculated directly or indirectly to advance the company's interest and to contribute to, subsidies or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof.
(33) To develop any land acquired by the company or in which it is interested, by laying out and preparing the same for building purposes, constructing, altering pulling down, decorating, maintaining, fitting up and improving buildings and by planting, paving, draining, farming, cultivating and letting on lease or agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders and others and turn to account the same.
(34) To apply for and take out, purchase or otherwise acquire any trade mark, patent, patent rights, inventions, copyright, designs know how of secret processes, etc., which may be useful for the companies objects and to grant licenses to use the same and to work, develop, carry out, exercise and turn to account the same.
(35) To enter into any arrangements with Foreign Governments, or the Government of India or the Government of Kerala, or any other Government or State or Local Authority or Institutions, Corporations, Banks or persons for the purpose of carrying out the objects of the Company or furthering its interests and to obtain from such Government or Authority, Institution or Corporation or Bank or person any charters, subsidies, loans, indemnities, grants, contracts, licenses, rights concessions, privileges or immunities which the company may think it desirable to obtain and exercise, turn to account and comply with any such arrangements, rights, privileges and concessions.
(36) To issue, or guarantee the issue of, or the payment of interest on the shares, debentures, debenture stock, or other securities or obligations of any company or association and to pay or provide for brokerage, commission and underwriting in respect of any such issue.
(37) To place in reserve or to distribute as dividend or bonus among the members or otherwise apply as the company may from time to time think fit any moneys received by way of premium on shares or debentures issued at a premium by the company and any moneys received in respect of dividends accrued on forfeited shares and moneys arising from the sale by the company of forfeited shares or from unclaimed dividends.
(38) To draw, make, accept, endorse, discount, issue, negotiate and execute cheques promissory notes bills of exchange, bills of lading, debentures and other negotiable or transferable instruments.
(39) 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, bonds or other securities, perpetual or otherwise, at a discount, premium or otherwise, at a discount, premium or otherwise and to charge all or any of the Company's properties (both present and future) including its uncalled capital and to purchase, redeem or pay off such securities.
(40) To receive grants loans, advances, or other moneys, or deposit or other kinds of financial assistance from the State or Central Government, Banks, Firms, Companies, Trusts or individuals with or .without allowances of interest thereon but without doing the business of banking within the meaning of the Banking (Regulations) Act 1949 (Central Act X of 1949)
(41) To lend moneys to such persons or firms or companies on such terms as may deem expedient, and in particular to customers and others having dealings with the company, and to guarantee the performance of contracts by any such per sons or firms or companies.
(42) To invest and deal with the moneys of the company, not immediately required, in such manner, other than in the shares of the company as, from time to time, may be determined.
(43) To acquire by subscription, purchase or otherwise and to accept and take hold of and sell, shares or stock in any company, Co-operative 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 to directly or indirectly promote or advance the interests of the company.
(44) To establish, maintain, subscribe to or subsidies or become member of training institutions, and experimental workshops for scientific and technical research and experiments.
(45) To act agent for Government or other authorities or any manufacturers, merchants and others and to transact and carry on agency business of every kind and of any description connected with the business of the company
(46) To employ or pay experts, Indian or foreign consultants, etc. in connection with the planning and development of all or any of the business connected with the company's operations.
(47) To create any depreciation fund, reserve fund, sinking fund, insurance fund or any special or other fund, whether for depreciation or for repairing, replacing, improving, extending or maintaining any of the property of the company or for redemption of debentures or redeemable preferences shares or for special dividends or for equalising dividends or for any other purpose whatsoever, and to transfer any such fund or part thereof to any of the other funds herein mentioned.
(48) To use trade marks or trade names or brands for the products and goods of the company and adopt such means of making known the business and products of the company or of any business of any individual firm, company, society or other body or institution in which the company is interested as may seem expedient and in particular by advertising in newspapers, magazines, periodicals, by circulars, by purchase and exhibition of works of art or interest, by opening stalls and exhibitions, by publications and distribution of books and periodicals, calendars, almanacs and diaries by distributing samples and by granting prizes, rewards and donations.
(49) To undertake, initiate campaigns, schemes relating to agricultural activities, operations and services of interest to agriculturists expected to give better and improved yields; and to undertake extensive demonstrations of modern agricultural implements so as to promote their sale.
(50) To establish agencies and branches in India and elsewhere and to regulate and discontinue the same
(51) To procure for the company the registration or recognition in any foreign country or place.
(52) To provide for the welfare of persons who are or were in the employment of the company, and to wives, widows and families of such persons, by building or contributing to the building of houses, dwellings or chawls, establishing provident or other funds by grants of money, pensions, allowance, bonus or other payments and by providing or subscribing towards place 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 object. But the company shall not make any contributions to any political party or purpose.
(53) To distribute in species 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 as may be permissible under law.
(54) To make donations to any persons or institution, either of cash or of any other assets as may be thought, directly conducive to any of the company's objects; provided that the company shall not make any contribution to any political party or purpose
(55) To do all or any of the matters hereby authorized (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 or through any factors, trustees or agents.
C. The other objects for which the company is established are:-
(1) To manufacture, buy, stock, sell import and export and generally to deal in such articles as tractors, power tillers, all types of sprayers and dusters, engines and pump sets and all types of agricultural implements and machinery
(2) To manufacture and or deal in all types of plant protection chemicals, fertilizers and all types of plant foods, fishing boats and crafts, fishing nets and gadgets, all types of refrigeration equipment, dairy equipment, equipment necessary for animal husbandry and poultry farming, all types of equipment for processing and preserving agricultural produce, fruits, vegetables, fish, milk, eggs and other food materials of animal or poultry origin.
(3) To engage in the processing and preservation of foods, milk, fish, fruits, vegetables and all food materials of animal, poultry, agricultural or pisicultural origin, and to buy, stock, sell, import and export and generally to deal in such processed foods.
IV. The liability of the member is limited
V. The authorized capital of the company is Rs.2,00,00,000 (Rupees Two Crore) divided into 2,00,000 (two lakh) shares of Rs.100 (Rupees one hundred each) with power for the company to increase or reduce the capital of the company and to issue any part of its capital with or without any preferential, guaranteed, qualified or special rights and conditions and with power to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in accordance with the provision of the companies Act, 1956 (Central Act I of 1956)
We, the several persons whose name and addresses are subscribed below, 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.
CAclubindia
