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THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
Reliance Broadcast Network Limited1
I. The name of the Company is Reliance Broadcast Network Lim
II. The Registered Office of the Company will be situated in the StMaharashtra i.e within the jurisdiction of Registrar of Companie
Mumbai.
III. The objects for which the Company is established are :
A. MAIN OBJECTS OF THE COMPANY TO BE
THE COMPANY ON ITS INCORPORATION
*1 To own, establish, manage and operate Radio Bro
subject to necessary governmental approvals, allotm
license(s) on FM / MW / SW / AM, if any, anywhere
India, including but not limited to digital broadcas
satellite broadcast and broadcast by any medium now k
be developed in the future and to produce talk shows
capsules, serials, program software, advertisements ebuy, sell and/or trade in content, programmes, softwarby the Company or outsourced; to hire equipmen
transponders to broadcast programmes subject to ne
and to own, establish, run and operate a recording stu
studio, dubbing studio, editing unit and theatre.
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B. OBJECTS INCIDENTAL OR ANCILLAR
ATTAINENT OF THE MAIN OBJECT.
3 To establish, maintain, conduct, provide, procure oservices of every kind globally including comm
financial, accountancy, medical, legal, managem
engineering, data processing, communication and othe
social services.
4 To enter into any arrangement with the Government of
State Government or with other authorities / commiss
or public sector or private sector undertakings, FinaBanks, International Funding Agencies and obtai
subsidies, loans, advances or other money, grants,
sanctions, privileges, licenses or concessions wha
statutory or otherwise) which the Company may thiobtain for carrying its activities in furthering theCompany or its members.
5 To buy building or buildings comprising of flats, sh
etc., for allotment to the members of the company fouse and to sell, improve, manage, develop, exch
mortgage, enfranchise, abandon, dispose of turn to acc
deal with all or any part of the property and right of the
6 To build, construct, acquire, erect, install, own, pu
exchange, operate, maintain, develop, promote,
administer, provide communication infrastructure
purpose of business of the Company
7 To establish, provide, encourage, maintain, conduct,
development activities including multimensional acother tests, studies, thesis, investigations, inventions a
or information technology which is likely to assist an
company and for industrial use in general.
8 T h t k l th i i ll
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10 To discount bills, advance money on the security of gunder the control of the company, to receive goods for
other such acts that may be usual or necessary in orsame in connection with the business of the Company.
11 To enter into any arrangements with any Governm
supreme, municipal, local or otherwise, or any personmay seem conducive to the Company's Objects or any
from any such Government, authorities, person or co
privileges, charters, contracts, licenses and conces
Company may think it desirable to obtain, and to carrycomply with any such arrangements, rights, pri
contracts, licenses and concessions.
12 To take part in the management, supervision and contror operations of any company or undertaking having sfor that purpose to appoint and remunerate any d
accountants or other experts.
13 To pay all preliminary expenses of any company Company or any Company in which this company is or
being interested including in such preliminary expense
the cost and expenses of owners of business or properCompany.
14 To procure the Company to be registered or recognis
country or place and to procure incorporation, reg
recognition of the Company in any country, state or pand to establish and maintain local registers of any
business in any part of the world.
15 To enter into negotiations with and enter into a
contracts and conclude the same with foreign and/or
other persons for obtaining by grant, license and/o
formulate and other rights and benefits, and to obt
i i i f ti i t d i k
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18 To amalgamate or enter into any arrangement for shaentering into partnership, union of interest, co-ope
concession, lease, license or otherwise with any perstransaction which the Company is authorised to carry o
sharing or funding of profits in a cooperative or joint
compliance of existing law in force.
19 To provide generally for the administration and m
buildings or any other property in which the company
have an interest of whatever nature, or which may be
in such manner as may be deemed expedient or proper.
20 To buy or to take on lease plot or plots of land and
office, houses, bungalows, cottages, factories, wareho
barns, farms, stables, areas, work and conveniences offor allotment to the members of the Company for their
21 To secure, promote, organise, manage or enter i
agreement, collaboration, agreement in all its branche
firm, company, corporation, authority, body or other abroad for any purpose whatsoever.
22 To Invest surplus funds of the Company in all kinds ofstocks, debentures, debenture-stocks, bonds, real esta
industrial enterprises.
23 Subject to the provisions of the Companies Act, 1956,
with or with out interest or secure the payment of mopurposes of the Company and at such time and from ti
such manner as may be thought fit and in particula
debenture, or debenture-stocks convertible into shacompany or perpetual annuities and as security for an
borrowed, raised or received for any such debentures o
so issued to mortgage, pledge or change the whole o
property, assets or revenue and profit of the Company
i l di it ll d it l b i l i t
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companies, associations or undertaking whatsoever.
25 To establish, provide, maintain, improve, work or aid
otherwise, subsidies, assist research and developmedesign institute, pilot plants and experiments, and un
on all scientific and technical, experiments and tests o
promote studies and research both scientific and techn
and inventions by providing subsidising endowlaboratories, workshops, libraries, lectures, meetings
and by providing the remuneration of scientific or te
or teachers and by providing for the award or exhibit
prizes and grants to students of independent studies oencourage, promote and reward studies, researche
experiments, tests and inventions of any kind of th
Company is authorised to carry on.
26 To establish, promote or concur in establishing ocompany or companies for the purposes of acquiring
Properties, rights and liabilities of the company and
guarantee the placing of, subscribe for or otherwise
part of the shares.
27 To pay for any properties, rights or privileges acquired
either in shares of the Company or partly in shares andotherwise
28 To insure with any other company or person against
risks and liabilities of all kinds which may affect the
insure the whole or any part of the property of the comor partially to protect and indemnify the company fro
in any respect either fully or partially and also to ins
and indemnify and part of portions thereof either on motherwise.
29 To form, promote, subsidies and assist companies, an
all kinds in any manner as may be thought fit in conn
th bj t f th C
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charter, privilege, concession, licenses or authorisatio
state or Municipality provisional order or license of thor other authority for enabling the company to carry
into effect or for extending any of the powers of the coother purpose which may seem calculated, directly
prejudice the interests of the company and to apply
otherwise acquire any patents, brevets, dinven
concessions and the like conferring an exclusive onlimited right to use any secret or other information a
which may seem capable of being used for any of th
Company or the acquisitions of which may seem calcu
directly to benefit the Company and to use, exercislicenses in respect of otherwise turn to account the pr
information so acquired.
32 To sell, mortgage or otherwise to deal with or disposassets or undertaking of the Company or any partmanner and upon such terms and conditions in all
consideration as the Company may think fit and
securities, shares, stocks, debentures and other secur
company whether or not having objects altogether orthose of the Company.
33 To enter into partnership or into any arrangements for amalgamation, merger, demerger, arrangement, recons
interest, reciprocal concession or co-operation w
partnership, entity, body or company and to prom
promoting constituting, forming and organising
partnerships of all kinds for the purpose of acquiringany property and liabilities of the Company or of adv
indirectly the objects thereof for any other purpose wh
may think expedient. And also to pay for any proprivileges acquired by this Company either in shares o
partly in shares and partly in cash or otherwise and
stock of this Company in exchange for shares of st
company.
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purchase or otherwise acquire either by payment in ca
of shares, or other securities of the Company or in suc
the Company may agree or partly in one mode and pa
others.
36 To draw, make, accept, endorse, discount, execute,
assign and otherwise deal with cheques, drafts, b
promissory notes, hundies, debentures, notes, bondsrailway receipts, warrants and all other negotiabl
instruments.
37 To open account or accounts with any firm or with any
bankers or shroffs and to pay into and to withdraw
accounts.
38 To apply for tender, purchase or otherwise acquire acontracts, licenses and concessions for or in relation
business herein mentioned or any of them, and to u
carry out, dispose of or otherwise turn to account the sa
39 To employ experts to investigate and examine int
prospects, value, charter and circumstances of any busi
undertakings and of any assets, property or rights.
40 To carry on business or branch of a business which
authorised to carry on by means or through the agency
company or companies and to enter into any arrang
subsidiary company for taking the profits and bearing
business branch so carried on, or for financing any
company or guaranteeing its liabilities, or to
arrangement which may seem desirable with referenc
or branch so carried on including power at any temporarily or permanently to close any such branch or
41 To make and/or receive donations, gifts or income
persons, institutions or Trusts and in such cases and w
th t b th ht t b fit th C
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societies and to grant pensions, allowances, gratuities a
by way of annual payments or by way of lump spayments towards insurance and to form and contribut
benefit funds, to or such persons.
43 To form, subscribe or contribute to or otherwise to as
guarantee money to public, charitable, benevolent, re
national or other institutions, funds, objects or purposeinstitutions, funds, objects or purposes which in the op
of Directors are likely to promote the interests or th
Company and/or to further its objects and/or to any
funds, objects or purposes whatsoever directly relatingthe Company.
44 To create any depreciation fund, reserve fund, sinkin
fund, educational fund or any other special fund or resdepreciation or for repairing, improving, extending oof the properties of the Company or for redemption
redeemable preference shares or for any other purpose
interest of the Company.
45 In the event of winding up to distribute any of th
Company amongst the members in specie or kin
provisions of the Companies Act, 1956.
46 To place, to reserve or to distribute as bonus shares am
or otherwise to apply as the Company may from time
any money received by way of premium on shares or
at a premium by the Company and any money receforfeited shares and moneys arising from the sale by
forfeited shares, subject to Section 78 of the Companie
47 To accumulate capital from the profits of the Compa
purposes of the Company and to use and appropriate t
the Company's assets either conditionally or uncondit
purposes.
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fully or partly paid shares to any person, firm or comrendered in introducing any property or business to thplacing, assisting to place shares, debentures, debent
securities of the Company or in or about the formationor the acquisition of property by the Company or t
business or for any other reason which the Company m
49 To provide for the welfare of Directors or employees o
its predecessors in business and the wives, widows a
dependents or connections of such persons by building
the building or houses or dwellings or quarters or by
pensions, gratuities, allowances, bonuses, profit shbenefits or any other payments or by creating and f
subscribing or contributing towards places or instru
hospitals and dispensaries, medical and other attendan
as the Company shall think fit.
50 To establish and maintain or procure the establishmen
of any contributory or non-contributory pension or sup
for the benefit of, and give or procure the giving of do
pensions, allowances, or emoluments to any persons wany time in the employment or service of the Com
company which is subsidiary of the company or
associated with the Company or with any such subsiwho are or were at any time Directors or officers of th
any such other company as aforesaid and the wives,
and dependents of any such persons, and also to estab
and subscribe to any institutions, associations, clubs o
to be for the benefit of or to advance the interests andcompany or of any such other company as aforesaid an
to or towards the insurance of any such person as afo
matters aforesaid either alone or in conjunction witcompany as aforesaid.
51 To subscribe, for, take or otherwise acquire and ho
debentures or other securities of any other compan
lt th i t i il t th f th C
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to the company desirable and either gratuitously or othany movable or immovable property, rights or interebelonging to the Company in any person or comp
without any declared trust in favour of the Companprovisions of the Act.
53 In relation with the business of the Company to guara
of money secured or unsecured by or payable unde
promissory notes, bonds, debentures, debenture-
mortgages, charges, obligations, instrument and s
company or any authority, supreme, municipal, local
any person howsoever, whether incorporated or not generally to guarantee or become sureties for the pe
contracts or obligations.
54 To advance, deposit or lend money, securities and procredit to such persons or companies, bodies corassociations and on such terms as may seem expedien
to customers and others having dealings with the
guarantee the performance of any contract or obligatio
of money of or any such person or companies bodies cassociations and generally to give guarantee and indem
55 To deal in stone, sand, lime, brick, timber and hardother building requisites, tile and tera-cotta makers, job
56 To aid, pecuniarilly or otherwise, any association, b
having for an object, the solution, settlement, or la
troubles or the promotion of industry or trade.
57 To undertake and execute any contracts for work invol
use of any machinery and to carry out any ancillarcomprised in such contracts.
58 To borrow or raise money other than public deposits or
from persons, bodies corporate, financial institutions
th l d d i it f h b
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59 To establish agencies in India and abroad for sale regulate and discontinue the same and to act as acontractors, brokers, trustees or otherwise and
perform sub-contracts and also to act in any of thcompany through or by means of agents, principals, co
trustees, sub-contractors or others either alone or in
others.
C. OTHER OBJECTS
60 To carry on the business of financing and advancin
long-term loans and credits to individuals , companiesindividuals by whatever name called and either on
lands, buildings or part thereof, machinery, plants,
shares, debentures, government securities, stock
insurance policies and unit stock-in-trade or on guwithout securities.
61 To carry on and undertake the business of finance i
restructuring / reorganisation and all activities and f
description including all those capable of being prostockbrokers, merchant-bankers, trustees, agent, a
investment and hire-purchase, leasing and to finance l
all kinds, purchasing, selling, hiring or letting on hireand machinery and equipment and to assist in financin
kind and description of hire- purchase or deferred p
transactions and to subsidize, finance or assist i
financing the sale and maintenance of any go
commodities of all and every kind and descriptionwhatsoever and to purchase or otherwise deal in all
property including plant and machinery, equipment
automobiles, computers, and all consumer, commerindustrial items with or without security and to lease
with them including resale thereof, regardless of wh
purchased and leased is new and/or used and from Indi
62 T b i fi i i i
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sovereign, Ruler, Commissioner, Public body or auMunicipal, Local or otherwise, whether in India or invest funds in Post Office Savings Accounts, Unit T
other Corporations, whether privately owned or owncarry on and undertake the business of finance, Inv
purchase, leasing and to finance lease operation
purchasing, selling, hiring or letting on hire all ki
machinery and equipment and to assist in financing of
and description of hire- purchase or deferred pa
transactions and to subsidize, finance or assist i
financing the sale and maintenance of any go
commodities of all and every kind and descriptionwhatsoever and to purchase or otherwise deal in all fo
and movable property including lands and build
machinery, equipments, ships, aircrafts, automobiles, c
consumer, commercial, medical and industrial itemsotherwise deal with them including resale thereof, regthe property purchased and leased is new and/or used
from any part of the world.
64 To promote the formation and mobilization of capital, savings and investment, to undertake bills discoun
purchase, finance, discount, re-discount, bills of exch
discount and acceptance house, to arrange acceptanceof bills, to borrow, to lend, to negotiate loans, to tra
promoters, financiers, monetary agents, to carry on
company established with the object of financing ind
within the meaning of section 370 of the Companies A
the capital or other funds of the Company in the purchof or rights in movable and immovable property, to use
and assets of the Company as security for borrowing a
of or rights in movable or immovable property, odebentures, debenture stock, bonds, mortgages, oblig
revolving under-writing facilities and issue, acceptanc
of all types of instruments, or to finance their acquisi
hire purchase or in any other manner, to raise or provid
t t fi th ti f ll t f
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inter corporate bills and unit braking import-consultancy assignments, factoring, consumer finanexchange broking and securities dealing.
65 To carry on the business of a leasing Company, hire p
finance company, to undertake and/or arrange or syn
leasing and hire purchase business, relating to all kin
plant, equipment, ships, vehicles, aircraft, rolling
storage tanks, toll roads, communication satellites an
lines, factories, movable and immovable property,
estate business, to buy, sell, rent, lease or finance and b
and trading in immovable property, land, buildings, rea
66 To carry on business to invest, own, operate, lease
promote, manage, finance, maintain projects in the inf
like airports, terminals, roads, highways, flyovers, bwells, dams, barrages, weirs, tunnels, canals, hydro preservoirs, inter linking projects of rivers, setting up
installation of equipment, handling equipment, load
support any of the infrastructure project and to a
surveyors, service providers, engineers and advisors insector either singly or jointly with others, and eith
agents, contractors, sub-contractors, trustees or otherwi
67 To transmit, distribute, purchase, sell, trade, im
accumulate or otherwise deal in all forms of electr
aspects and to plan, promote, develop, establish
distribution networks or systems , trading platforms
any manner , these networks or systems or tradinpower generating and transmission companies, C
Government undertakings , local authorities or statutor
persons within India or abroad and to act as agent orany person, public or private sector enterprises, fina
banks or Central Government or State Governm
engaged in the planning, development, generati
distribution, supply, trading or financing of power
ti iti f i ti ti h d i d
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capable of being used in connection with the generasupply, accumulation and employment of electr
magnetism, or otherwise.
69 To carry on all or any of the business of producer
generators, suppliers, distributors, transformers, conve
processors, developers, storers, procurers, carriers
electricity, all form of energy and any such products
derived from such business including without limitat
ash, conversion of ash into bricks and any products
connected with any other form of energy, including,
to conventional sources such as heat, thermal, hydel
conventional sources such as tidal wave, wind, s
biological, biogas and coal bed methane.
70 To carry on in India or abroad the business
commissioning, setting up, operating and maintainin
transmission systems/networks, power systems, ge
based on conventional/ non-conventional resource
evacuation, transmission, distribution, trading or s
through establishing or using stations, tie-lines,
transmission or distribution lines in any manner incl
and transfer (BOT), and/or build, own and operate (Bown, lease and transfer (BOLT) and/or build, own, op
(BOOT) basis or otherwise ,and to acquire in an
transmission systems/networks, power systems, gener
lines, sub-stations and transmission or distribution sy
Electricity Boards, Vidyut Boards, Power Util
Companies, Transmission Companies, Distribution C
or State Government Undertakings, Licensees, other l
statutory bodies, other captive or independent powdistributors and to do all the ancillary , related or conn
may be considered necessary or beneficial or desirable
any or all of the aforesaid purposes which can be co
on these systems, networks or platforms.
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72 To carry on the business to construct, execute, carry ouwork, develop, administer, manage or control, in Ipublic works and conveniences of all kinds includes ra
docks, harbours, piers, canals, reservoirs, embankmreclamations, improvement, sewage, drainage, sani
electric light, telephone, telegraphic and power supply
warehouses, markets and public buildings and all
conveniences of public utility.
73 To carry on in India or elsewhere the busines
distribution, supply, import, export or otherwise dealin
including mineral water, raw water, industrial water and the business of raw water treatment, including d
various sources like rivers, canals, lakes, wells, sea, g
and the business of treatment and disposal of waste w
liquid wastes, and the business of establishing, operwater production, distribution and supply systemstreatment plants, sewage treatment plants, pumping sta
reservoirs and other storage units, water bottli
transmission lines, water pipelines on any commerci
build, own and transfer (BOT), and/or build, own anand/or build, own, operate and maintain (BOOM), a
lease and transfer (BOLT), and/or build, own, ope
(BOOT) basis and/or takeover, acquire, manage or maplant/utility from State Governments, Jal (water) B
Corporations, Local authorities, Utility companies, Li
Bodies and other organizations and for any or all the a
to do all the necessary or ancillary activities as m
necessary, beneficial or desirable.
74 To carry on in India or elsewhere the business of dev
resources projects including dams, barrages, weirshydro power stations and reservoirs and inter linking
and other water bodies, irrigation, flood control, dr
water navigation and transportation or any other pr
water logistics or usage and the business of manufac
ti k ti d d li i ll h i l
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developing, erecting, installing, setting up, operatmanaging, owning, leasing, hiring retail or wholesal
terminals, depots, showrooms, storage tanks, ware
objects, equipment, devices, facilities, infrastructure an
related and ancillary services, facilities, assets
including but not limited to value added services o
station, shop, office, parlours, hotel, motel, restaurant
house, facilities for communication, entertainmen
banking and to plan, establish, develop, provide, prom
conduct, procure, facilitate, maintain, do business, pro
and act as consultants, agent for attaining the above obj
76 To carry on in India and/or elsewhere the busine
converting, refining, producing, manufacturin
fermentation, distillation, using, buying, acquiring, i
packaging, supplying, selling, transporting, distribdealing and disposing all kinds of chemicals, chem
petroleum products, gases reformat, distillate
petrochemicals, building block, derivatives, polym
resins, copolymer, polymer processing chemicals,
fibers, solvents, essences, flavours perfumery mat
pesticides, micronutrients, refrigerants, catalysts and i
types, grades, formulations and in all forms whethe
gaseous, including products of any nature and kind whby-products, derivatives and mixtures thereof.
77 To carry on in India or elsewhere, the business o
marketing, supplying, importing, exporting, trading,
distributing, transporting manufacturing, compres
processing, refining, mixing, formulating, purify
converting, compounding, developing, deriving, disco
mining, quarrying, releasing, manipulating, preparidealing in fuels required or used in industries, house
laboratories, hospitals, aviators, vehicles,
communications, power plants, energy generatio
forest/plant protection and all other purposes what
t l t l d t d b d t
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operating, maintaining, managing, owning, leasingwholesale outlets, pumps, terminals, depots, showroo
warehouses, godowns, objects, equipment, de
infrastructure, and to carry on the business of t
distribution, designing, setting up, erecting, maintaini
in India or abroad, pipes, pipelines, cross country
cylinders and other allied facilities for distribution
natural resources, and to provide other related and a
facilities, assets or infrastructure, including but not li
sorts of added services, and to plan, establish,
promote, use, operate, conduct, procure, facilitate, mai
provide infrastructure and act as consultants, agent
above object.
78 To provide information technology to any person, firm
association, institution, society, body corporate, government department, public or local authority in
India, in the field of information technology and relat
develop procedures, methods, and principles for, and e
relating thereto to carry on the business of designers a
buyers, sellers, assemblers, exporters, importers, di
hirers, and dealers of and as maintenance of servic
system engineers, of mainframe, mini, micro and p
systems and process control systems and computeaccessories including floppy disk drives, hard disk
readers, tape drives, cartridge, plotters, magnetic or oth
heads, CRT terminals and display systems, cables, int
ribbons, stationery, furniture and control walv
transducers, recorders, measuring devices and co
including large systems, mini, micro-systems and pe
and process control systems and hardware in computer
79 To plan, establish, develop, provide, promote, proc
install, use, operate, conduct, maintain, market, distr
and to act as service provider, consultant for s
solutions and other content for e-commerce, e-busine
l ti d li ti i l di li ti f
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and also to provide all other value added serviceintegrated, netserv, network connectivity solutions
and other allied solutions, and to act as internet
access providers, national and international long distan
plan, establish, develop, provide, promote, use,
procure, maintain, do business and to act as consultant
and development of infrastructure required for the p
services.
80 To carry on all kinds of businesses of designer
processors, assemblers, dealers, traders, distrib
exporters, agents consultants, system designers an
erection and commissioning on turn key basis or to
manner including storing, packing, transporting, con
installing, training, servicing, maintenance of all typ
kinds of (i) telephone instruments, intercoms, components thereof for telecommunications, (ii) rad
equipments like receivers, transmitters, trans-receiv
radio relay equipment, point to point communica
antennas and associated equipment single channel, mu
frequency, variable frequency, static, mobile, air
equipments in HF, VHF, UHF and Microwave, spect
receivers, transmitters, pattern generators and assoc
amplifiers, oscillators synthesizers, waveform generatiassociated equipments, sonic, ultrasonic and radio f
and depth finding sonar and Telemetry coding and
equipments, data acquisition, processing and log
calculators, computers, minicomputers and microco
readers, display terminals, facsimile transmitting
equipments and systems, (iii) signaling, telecommuni
equipments used in roads, railways, ships, aircraft
railway stations, public places along with associated acrigs, (iv) instruments, testing equipments, access
maintenance, calibration and standardization of all th
laboratories, service centers, processing plants, manufa
at customers places.
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of (i) telephones instruments including mobile twireless Terminals, any type of mobile commuPersonal Digital Assistants (PDA) with or withou
facilities, dial-type phone, car phone, corded phonesmini corded phone, radio phone, speakerphone, vid
systems desk top and wall type pay phones, headset
conferencing equipment, fax, answering machin
accessories and components thereof for telecommun
communication equipment like receivers, transmit
trans-receiver, walkie talkie radio relay equipmen
communication equipment, antennas and associated
channel, multi channel, fixed frequency, variable fretransmitting and receiving equipment and systems.
83 To carry on business of distribution, sales, marke
production, advertising, intermediating, providing, delvarieties of goods, products, services by and throuInternet, Intranet, Web, Networks, Physical Transfer
and such like other traditional and emerging methods
in, designing, providing, hosting, supporting, ope
consultancy, marketing, of all types of Electronic and oNetwork Systems and emergent systems and technolog
84 To acquire, establish and maintain one or more reception and treatment of persons suffering from
ailment, malady, disorder, affliction, infirmity or any
nature whatsoever and persons requiring medi
rehabilitation and to provide medical relief and allie
public in all the branches of medical science by all avto engage in the research and development in all
sciences and in all therapies of medical treatment.
85 To found, acquire, take over establish, construct, ere
manage, develop, own, acquire, purchase, undertake
promote, initiate, encourage, subsidies and organise di
diagnostic centres, polyclinics, pathology, laboratries
ti th t h i t h bl d b k
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improvement or development of new methodunderstanding and prevention and treatment of disea
research fellowships or grant financial assistance
institutions engaged in medical research.
87 To carry out, organize, develop, exploit and manage in
or abroad any or all businesses relating to and allied
development, manufacture, production, store, main
biological products and services based on adv
plant/agricultural biotechnology, industrial biotech
biotechnology, bioinformatics, proteomics, biophysi
material sciences, information technology, genetics an
maintain laboratories and carry on analytical, exper
work or undertaking in relation to other works and t
company, or otherwise.
88 To carry on the business or vocation of acting
consultants in India or abroad, on all matters and pro
technical industries, engineering, technology, techn
execution of turnkey projects, chemicals, proc
mechanical, electrical, electronics, petrochemicals, refi
Crude Oil, manufacture of refined oil, extracting by-p
pipelines for the transportation of gas, petrol andproducts, energy, oil and gas sector, industrial secto
commercial sector, statistics, civil, administration, f
accountancy, medical fields, legal , education,
management, taxation, administration, secretar
information systems, market research, operations resea
project engineering studies, techniques of producti
administration, recruitment, etc in order to obtain op
factors of production, commencement or expanspurchasing techniques and business (including construc
buildings), production, purchases, sales, materials
marketing, distribution, advertisement, publicity, p
planning, computers, data processing, multi-media s
h i t t i t di l t i
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systems, process control, data base design, indusapplications and all other related areas of computer te
other consultancy services for the projects sponsored
organisations, Government of India or Government of
as the Company may from time to time deem fit.
89 To carry on, acquire, take over the business
procurement and construction, whatsoever now know
disciplines including agricultural, civil, chemical, elecmechanical, instrumentation and to provide other assoc
facilities such as project management, process tec
engineering, detailed engineering, fabrication and fabri
design, develop, maintain and manufacture plant and
act in India or elsewhere in the world as engin
developers, design engineers, and to provide, enginee
and construction services to turn-key projects, large s
projects including petrochemicals, hydrocarbons, oil
derivatives, power, telecom, transportation, p
housing/industrial sectors and to install, develop, im
hardware and software in connection therein.
90 To construct, erect, build, repair, re-model, demolish,
for investment or resale, acquire, take on lease or in e
lawful manner any area, land, buildings, houses, strproperty wherever situated of any tenure and any inte
turn the same into account, develop the same and disp
or make advances upon the security of the same and
curve, pave, macadamize, cement and maintain bui
houses, apartments, hospitals, schools, places of w
roads, paths, streets, sideways, courts, alleys pavem
townships, bungalows, cottages, water houses, sheds
farms, complex, markets, offices, educational centerscolleges or buildings residential and commercial
thereon and to equip the same or part thereof with all o
conveniences, drainage facility, electric, teleph
installation and to deal with the same in any manner
t d t i i t t t d t
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safety measures for construction of structural buildincluding infrastructure projects and to maintain fir
residential, commercial and industrial buildings & com
for factories, plants and display, provide training
awareness and for prevention, control of fire.
92 To carry on business of undertaking fire protecti
installing hydrant lines, control panels, smoke det
sprinklers, fire alarm system for use in industries, shplatforms, buildings and other places according to spe
of the customers.
93 To build, construct, acquire, erect, install, operate, m
promote, manage, repair, administer, provide, infras
for ports, jetties, wharfs, piers, docks, embankments,
dry bulk cargo, multipurpose and specialized cargo
and rail infrastructure, terminals, general terminals,
cargo terminals, container terminals, transport syste
handling systems, cargo handling, berths, shorecrain
fork lifts, bunkers, cargo hoses, navigational
maintenance, navigation marks, dredging, dry dockin
work shops, shipways, hangers, derricks, pipe lines fo
oil, fuel, sewage, petrochemicals, chemicals, warehou
godowns, ship stores, sheds, container freight stations crafts and equipment, tank farms, tugs, pilotage and
container handling facilities, floating dry dock a
facilities, setting up of captive power plant, installat
handling equipment, loading equipment and supporting
acquire marine related technology and undertake und
ports, docks, tugs, terminals, jetties and ship repa
maintain work lines of power, fuel, steam, aerial
between ports, ships and other transports and tconsultants, marine engineers and advisors.
94 To build, construct, acquire, maintain, develop, promo
provide, terminals and administer terminals Industrial
t ti b ildi t d b id b
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managerial advice in building construction, maintainmanaging such places including terminals.
95 To purchase, sell, develop, take in exchange, or otherwise acquire, whether for investment or sale, or w
any real or personal estate including lands, mines, b
factories, mill, houses, cottages, shops, depots, wareh
plant, stock in trade, mineral rights, concessions, pr
easement or interest in or with respect to any propertwith respect to any property whatsoever for the purpos
in consideration for a gross sum or rent or partly in o
in the other or for any other consideration and to carproprietors of flats and buildings and to let on le
apartments therein and to provide for the conven
provided in flats, suites and residential and business qu
96 To purchase or otherwise acquire and sell, dispose-off personal property of all kinds and in particular
hereditaments, business concerns, and undertakings, m
annuities, patents, licenses, shares, stocks, debentures
securities, concessions, options, produce, policies, bointerest in real or personal property and any claims aga
or against any persons or company.
97 Subject to the provisions of Foreign Exchange Manag
the Directions of the Reserve Bank of India an
laws in force, to carry on in India or elsewhere, th
fledged and/or restricted money changers and authori
foreign currencies and to buy, sell, and deal in foreigkinds and types whether in the form of coins, bank
cheques, to conduct transactions of all types and desc
currencies and to convert foreign currencies into Indiaversa.
98 To undertake money market operations, treasury mana
and analysis to undertake/promote sale and purcha
t k tf li t t h d t
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and international capital markets, to act as authorized RBI approval) and full fledged money changers, to u
of foreign exchange operations, arrange for suppli
advice on foreign exchange cover operations, such as
currency foreign contracts/options, advise and guid
currency accounts, arranging foreign equity participati
companies, from institutions such as Asian Dev
International Finance Corporation, commonwea
corporation. OECD and others, arrange for and proeconomic and financial information/reports to import
foreign and Indian.
100 To establish a market place providing specialized, adv
automated, facilities for trading, clearing, settlement,
in all types of direct and derived commodities, se
instruments, merchandise and services, goods and all o
instruments including financial instruments and to en
and fair trading mechanism with access to market part
manufacturers, distributors, dealers, agents, traders, ex
consumers, clients, investors in or outside India on
contractors or facilitate all these services and all othe
other services, goods or anything else that may be req
market place in or outside India and to plan, establish,
promote, use, operate, conduct, procure, maintain, do bas consultant for, establishment and development of
facilities, infrastructure facilities required for the pr
services and to initiate, facilitate and undertake
relation to all types of exchange as required for b
protection including but not limited to taking mea
greater liquidity and easier access to the market partic
inter-market dealing and generally to facilitate transac
commodities, securities, financial instruments, and seother instruments and to support, develop, promote an
and orderly market in the best interest of the market p
general public and the economy and to introduce h
professionalism among themselves and the market plac
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marketers, storekeepers, forest farming, distributors any ordinary or specialized agricultural/forest prod
horticultural, sericultural and agro-industrial products
including flowers, fruits, vegetables, coconut, spices
hemp, cotton, sugarcane, linseed, oilseeds, food-grai
cash crops, cereal products, flora, seeds, plants, tre
natural products and agricultural crops of any kind wh
not and to develop forests and trees and do value add
land management, farm management, by putting upfacilities and processing manufacturing, marketin
forestry, dairy farming, poultry, farming, gardening, t
herbs, spices, floriculture, horticulture, tissue cu
pisciculture, apiculture, animal husbandry, soil cultu
ranching and to do rural, countrified, pastoral and agrar
102 To aid, assist, promote, develop and manufac
implements, agricultural machinery and other
technological development in equipments used in agr
to organize, conduct, or manage engineering or
workshops of all description and to manufacture, im
sell or otherwise deal in, agricultural machinery, of
adopt such means of making known the uses thereof.
103 To carry on business as manufacturers, producers, prconvertors, importers, exporters, traders, buyers,
wholesalers, suppliers, indenters, packers, movers, pre
agents, sub-agents, merchants, distributors, consignors
concessionaires or otherwise deal in cheese, yogurt,
cream, paneer, milk, condensed milk, power milk, s
generally to do the businesses of dairymen, poult
breeders, butchers, bakers, confectioners, refreshm
farmers, grocers, and general provision merchants and
104 To exhibit, distribute, give or take on hire, exchange
and to deal in any manner in films both of own man
manufacture, Indian or Foreign, in India or elsewhere
l t t t ti f th b
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105 To carry on the business of proprietors and operato
parks, and as promoters, organizers and managers
entertainments, sports, recreations, indoor and outdincluding funfairs, circuses, amusement arcades, exhi
and games, competitions, tournaments, concerts, cine
performances, stage and variety shows, dancing, ska
equestrian events, and pyrotechnic, aerial and other dis
106 To manufacture and carry on the business of film pro
well as talking in all or any of the languages spoken i
may be Topical, News, Educational, Dramatic, ComiCartoons, Coloured Synchronized and film or film of
be hereinafter devised and to construct, purchase
Cinematograph theatres, cinema halls and other bui
convenient for the purposes thereof and to manage, m
on such theatres and other buildings, when so erected o
107 To do, act, perform, undertake, pursue, practice, achi
India or elsewhere the business, vocation or calling of
security agents, investigators, examiners, explorers, industrial, business, trade, management, legal, social or
field and to provide security, body guard services, de
consultancy to ascertain, vigil, catch, disclose, identifyrecognise, scent, cross examine, grill, inquire, in
explore, sift, canvass any matter, question, subject,
manufacture, produce, assemble, dismantle, design
fabricate, modify, mould, machine, repair, service an
broke r, stockiest, distributor, licensor, importer, exposupplier, vendor or otherwise to deal in all shapes
capacities, descriptions, specifications and facilities or
artillery weapons, guns, machine guns, stenguns, rifguns, bullets and other similar weapons used for d
services, body guard services or consultancy.
108 To carry on the business of fire, accident, indem
i d i i ll b h
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insurance, indemnity or guarantee business (includretrocession and for the purposes of the clauses m
general insurance shall have the meaning assigned to i
Act, 1938 as amended from time to time) of all kinds, c
description whether of a kind now known or hereafter
Fire, Marine, Accident, Aviation, Transit, Motor Vehi
Health and Miscellaneous and insurance covering an
any law, convention or agreement and to grant any con
or indemnity against any kind of loss or damage to poccasion in any manner whatsoever and against any ot
liability whether direct or indirect arising from happe
or the fulfillment or non fulfillment of any contr
undertaking whatsoever upon such terms as to securi
the company may decide.
110 To carry on, establish, organise, manage, promote,
conduct and develop life insurance in all its branches
in India or elsewhere and for this purpose to operate
including whole life insurance, endowment insuranc
and multiple benefit insurance, medical insurance, acc
limbs and organ insurance, annuity plans, gratuity pl
plans and such other schemes and plans as may be con
and necessary from time to time.
111 To carry on the business of life insurance (inclu
reinsurance and for the purposes of the clauses men
insurance shall have the meaning assigned to it in th
1938 as amended from time to time) or effect assuran
jointly or severally or on survivorship and endowme
other persons and in particular to grant or effect insur
for payment of money by way of a single payme
payments, or by way of immediate or deferred annuitithe insured person, or his legal heirs or to such pers
nominated by the insured to receive monies, upon the h
any of the events causing loss or damage to human li
including natural death or otherwise, accident, disa
t f il f i f th tt i t
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receive investments of money for the provision of otherwise; to effect assurances with other companies;assurances against loss or damage whether arising
otherwise and generally to grant or effect all suchwhether connected with life or not and to all such assu
may be legally granted, effected or transacted, to sel
reversionary interests, capital payable on the expira
period or otherwise and interests depending
unconnected with life; to undertake and execute anfiduciary offices the undertaking whereof may seem
gratuitously or otherwise, and to enter into and carry in
for amalgamating with or purchasing or taking over part of the business of another assurance or Company
paying and performing all or any of the assuranc
engagements of another or Company; and to transact
of all kinds.
113 To carry on all or any of the business of manufa
exporters, buyers, sellers, retailers and distributing age
in all kinds of pharmaceutical, medicinal and medic
patent medicines, drugs, herbs, and in pharmaceuticmedicated preparations, patent medicines, drugs,
pharmaceutical, medicinal proprietary and indust
compounds, and articles of kinds, chemists, druggimanufacturers, and to manufacture, makeup, prepare,
in all articles, substances, and things commonly or con
or for making up preparing, or packing any of the prod
Company is authorised, to deal or which may be requ
or persons having dealings with the Company.
114 To manufacture, sell, purchase, export, imports an
pharmaceuticals, vaccines, fine chemicals, enzymes, and public health products
115 To purchase, take on lease or otherwise acquire any mi
and lands in India or elsewhere and to pump, refin
ll t l i l di il t l
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and any interest therein and to explore, work, exerciseto account the same and to carry on business as produ
acquire, obtain, refine, cut, polish, prepare, melt,
otherwise deal in gold, silver, bullion, jewellery, di
stones, artificial man made jewellery, gems and novelti
116 To act as Registrars and share transfer agents, Issue M
and Underwriters to the issue of all kinds of securities
kinds of work connected with issue, transfer and transdebentures, and other securities; and to act
consultants/advisers and to provide services relate
promote the formation and mobilization of capital for
and to act as advisors to multinationals for the prom
capital in India and abroad and to make direct investm
stocks, shares, industrial and other business ventures
instruments of all types
117 To act as financial intermediaries/portfolio manager
asset managers, and to pool, mobilise and manage
person or company by investment in various avenues l
Income Fund, Risk Fund, Tax Exempt, Funds, Pensio
Funds and to pass on the benefit of portfolio investmen
as dividend, bonus interest and to provide complete
financial services.
118 To undertake the business of financial and invest
management consultants, portfolio managers, fund
management for individuals, trade and industry and p
consultancy in investment management, property man
and hire purchase.
119 To carry on the business of common carriers, Transpor
Delivery Agents in all their branches and carry gopassengers on land, water or by air by means of vehi
and mode of carriage of all kinds and description what
120 To carry on all or any of the business of transport, L
t k t t d h l t t G
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Trailors, Trolleys, and conveyances of all kinds and routes as the Company may think fit and to transpogoods and generally to do the business of common carr
122 To carry on all or any of the business of transport, car
contractors, garage proprietors, owners and charterers
aircrafts, ships tugs, barges and boats, of every descrip
carriers of goods and passengers by road, rail, water
cartage contractors, stevedores, carts, superintendents,warehousemen, storekeepers, job masters, hotel and m
carry on the business as forwarding agents, freight c
carriers, and owners of motors, lorries, trucks, vesslaunches, planes, taxies, barges, and to act as ware
houseman and otherwise as carriers by land, air and wa
123 To carry on the business as tourists, agents and c
facilitate traveling and to provide for tourists and trathe provision and convenience of all kind in the way
sleeping cards or berths, reserved places, hot
accommodation guidance, safe deposits, enquiry b
lavatories, reading room, baggage transport and otherw
124 To carry on the business of designing, setting up, erec
repairing, improving and operating or managing in pipes, pipelines, cross country piping systems, jet
moorings, all other kinds of onshore and offshore port
and distribution terminals, storage, loading and unloa
the storage and transportation of natural gas, crud
products including but not limited to liquified petronaphtha, high speed diesel, aviation turbine fuel, sup
and all products as may be conveniently transported
and, for the purpose, enter into any technical or finanas may be desired.
125 To own, purchase, charter, hire or otherwise acquire,
or otherwise deal with, operate, trade in or with steam
i ft b t t l t l d ift th
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expedient, and to establish, maintain and work lines oships air services and lines of aerial communications
other transports and conveyances between and ports, c
which may seem to the Company from time to time
acquire any postal and other subsidies
126 To carry on the business of ship-owners, shipbuild
shipping agents, ship managers, ship charterers, ba
owners, stevedores, warehousemen, wharfiner, consultants, crew recruitments ship delivers, ship
brokers, freight contractors, haulage and general co
engineers, surveyors or any other work connected w
business.
127 To carry on in India the business of advertising agent
contractors, new-agents, newspapers cutting agen
commission agents, promoters or organizers of
advertisement or publicity scheme or methods, newsp
newspapers reports, printers, publishers and seller
journals, periodicals, magazines, books and all kinds o
musical, scientific, commercial and other publicatio
Indian vernaculars or any foreign language and of
engravers, lithographers, stereotype, electrotype, pho
teachers, photographic printers, designers, draugh
founders and to carry on business of collecting, edit
amplifying and disseminating international trade
information for the private use of clients, subscrib
others for general or restricted publication in any lan
medium and to undertake or co-operate in market r
marketing assignment or activities.
128 To carry on, in any part of India, the business of smanufacturers, ginners, pressers, packers, and bales
hemp, silk, wool, and any other fibrous material, an
thereof, and the business of weaving or other wis
bleaching, dyeing, printing and selling yarn, cloth,
d d f b i h th t til f b i tt d
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129 To carry on the business of ginning, spinning, weavingbleaching, finishing, chemical processing of Grey fab
man-made fibre, yarn, fabric, silk, cotton, wool, flax
similar fabrics and the business of buyers and sellers o
substances or manufacturing, curing, preparing, dye
processes and mercantile business that may be neces
thereto and to purchase and vend raw materials a
articles.
130 To carry on business as manufacturers and supplier
tassels, robe, dress and mantle, gold lace, lace braids, c
furs, ribbons, fans, perfumes, and flowers, buttons, t
fringers, chalk, pattern, cards, springs, sewing m
measures, lingerie and trimmings of every kind and f
and requisites of all kinds.
131 To carry on the business of sizers, texturisers, smanufacturers, twisters of various kinds of yarns si
rayon, nylon, strechlon, manmade, synthetic fibers, st
and fibrous materials and the business of manufact
spinning, weaving, combing, ginning, pressing, tw
dyeing, bleaching, colouring, mercerizing, printing, sc
packing, baling and selling cloth of all types, linen
types, whether knitted or looped and of importing, e
selling and/or dealing in silk, art silk, rayon, nylon, str
synthetic fibers, staple fibers, wool, hemp and other
cloth, linen, rayon and to buy sell, import/export act a
deal in finished fabrics/grey fabrics made o
worsted/synthetic, cotton/blended/worsted polyester
partially oriented yarn and other kinds of yarn and gen
the business of processors, of linen, flax, hemp, si
rayon, man-made synthetic fibers, staple fibers, merchants, cleaners, combers, spinners, weavers,
printers, sizers, importers, exporters, materials and t
preparing process and to give any special treatment to a
materials at any stage of production such as texturisin
i i t i l
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sorts of plastic materials including thermosetting amaterials and adoption of all processes includinginjection, extrusion, compression vacuum forming, fa
brushing, spraying, laminating, dipping, impregnatiapplication by any method whatsoever.
134 To carry on the business as consultants, agents, servic
plan, establish, set up, market, develop, provide, prom
conduct, procure, maintain, implement, install, crehealthcare facilities and products in all fields includ
providing web based commerce and services in India
education and information in any languages, includincontent in various languages, Internet content provide
health portals provide platform for e commerce in
digital clinics, new and refurbished health care equi
health care products and supplies, facilities including
engineering, biotechnology, for herbal medicines and to Indian and global markets and to participate, org
rooms, panel discussions, Multimedia presentations,
health related questions from site visitors and to plan,
promote, use, operate, conduct, procure, manufimplement, trade , act as agents, distributors, stocki
sale services, create, develop, sell, market, store
world all kinds of services and products, medica
medical records, ERP based on clinical pathways to
and financial outcome, products including products
implement, consult, supply applications integration, r
in medical data storage and retrieval chain for hos
supplies, and drugs and to develop mobile wireletransmission, provide services for ERP and EAI produ
facilities and to develop, create and market services
transmission of large volume of medical data overadiographic and other images and engines, data e
configurations, for e commerce in medical produ
creation, storage and retrieval of medical data, supply c
based on the hospital ERP and provide scan the we
ki d f i d t id di l
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138 To carry on business as manufacturers, producers, prinventors, convertors, importers, exporters, traders
retailers, wholesalers, suppliers, indenters, packers, m
stockists, agents, sub-agents, merchants, distribu
jobbers, brokers, concessionaires or otherwise deal
plastic paints, varnishes, limestones, spirit, thinner,
zinc, brush, chemicals and articles used in manufactu
kinds of paints.
139 To carry on the business of chartering aircrafts, helicop
vehicles in scheduled and unscheduled manner to inst
bodies corporate, associations (corporated and
Governments, public and local bodies and authorit
trusts and persons in India and abroad and to promote
business of air travel in all its manifestations and fo
undertake and operate air services and air taxi operati
permission and control of appropriate Government andmay be required.
140 To carry on all types and kinds of aviation activities
and air photography, publicity and promotion, search
operations, tourism, communications for institutions
corporate associations (incorporated or unincorporat
and services of the Governments, public and loca
persons and to provide training in all areas of aviatio
the business of integrated activities for maintenanc
aeronautical equipments, aircrafts, helicopters and oth
to carry on general purpose activities connected therew
141 To carry on in India and elsewhere the business of ban
acceptance of deposits of money in saving and curr
draw, accept, endorse, discount, buy, sell, and dexchange, promissory notes, bonds, debentures co
negotiable instruments and securities and to transact a
and things incidental thereto or which may at any tim
where the Company shall carry on its business be us
ith th b i f b ki d li i
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or stocks of other companies or in movable property anfor the sale and purchase of any stocks and securitiemercantile transaction, with in the framework of the gu
the Reserve Bank of India.
143 To act individually or to act in consortium to contra
private loans, negotiate and issue the same and to issu
or otherwise subscribe for take, acquire and hold, s
deal in shares, stock, bond, obligations of securities orLocal Authority or Company; to deal in foreign
promote services of all kinds related thereto and to ac
trustees of wills settlement and trust deeds of allcustomers and others and undertake to execute trusts o
act as agents for any Government or local authority an
and private bodies and persons.
144 To carry on the business of banking in all its branpurpose to establish, promote, form, float, organ
companies within the meaning of Banking Regulatio
the guidelines and policies of the Central Governmen
Bank of India in force from time to time and to operarecurring, fixed term and other types of term deposi
lend, provide and advance loans, term loans, cash cr
facilities, guarantees with or without securities and to p
safe deposit vaults and lockers.
145 To establish, open, manage run branches, and traini
provide specialized banking services to the customers a
146 To act as Merchant bankers, managers to the issue
financial advisor and to provide consultancy ser
subscribe, sell, purchase, acquire or otherwise deal insecurities and to carry on money market operations and
manage, and operate mutual funds and float other sch
under the laws, regulations and guidelines in force and
exchange and to provide services of all kinds related th
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148 To procure the Company to be registered or recognizedworld and to apply for recognision as export house,entitlements, export incentives, drawbacks and exercise
and undertakings in which the Company will be business and/or to act as an Import and Export house
the functions and undertake all activities connected th
obtaining and dealing in licenses, quotas, certificates an
149 To carry on all or any of the business of imprefrigerators, ship owners, shipbuilders, caterers of shi
warehousemen, merchants, ship and insurance
forwarding agents, wharfingers, sheep farmers, stock pasturers and graziers.
150 To carry on business if biotechnology involving th
biological organisms or their components for comme
processes involving molecular biology, genetic recombinant DNA and also agricultural biotechnolog
agricultural engineering, genetic engineering, anim
genetic recombination, bioengineering, marine biotech
microbial genetic engineering, biotechnology, mbiotechnology, industries pharmaceutical biotechnol
transplantation plant biotechnology, cloning protein en
151 To engage in and carry on anywhere in India or abro
warehousing, transporting and carriage of goods and
and protection of goods against insects, ants, rats, mois
other natural or man-made calamities and to cons
storage facilities whether covered or uncovered andcustody and warehousing of merchandise, goods, and
provide cold storage and other special storage facilities
152 To carry on the business of warehousemen stores, cust
assessors, provisions of safe deposit vaults and auctio
articles of every description and to issue receipts
warrants to persons warehousing goods and articles wit
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General design and engineering services, (viii) Underwater
railway bridges, jetties salvage and ship repair.
155 To carry on the business of investments whether by means o
partnership or otherwise, and to buy, underwrite, invest in, acqu
in properties including equity, preference, deferred and other
stocks, debentures, debenture stock, bonds, obligations and se
guaranteed by any Company constituted or carrying on bus
elsewhere and debentures, debenture-stock, bonds, obligation
issued or guaranteed by any Government, State, Dominions,
commissioners, firms, persons, body or authority, supreme, motherwise either in India or elsewhere.
IV. The liability of the members of the Company is limited.
V. (a) The Authorised Share Capital of the Company is Rs. 150,00,00hundred Fifty crore) comprising of 20,00,00,000 (Twenty crore)
Rs. 5 (Rupees five) each, and 10,00,00,000 (ten crore) Preferenc
(Rupees five) each, with power to increase, reduce, divide and/
Share Capital or reclassify them into several classes anrespectively such preferential, priority, deferred, qualified o
privileges, conditions or restrictions, whether in regard to divideof capital, distribution of assets or otherwise, as may b
accordance with the laws, rules and regulations from timeCompany and to vary, modify or abrogate such rights, privileg
restrictions in such manner as may from time to time be
regulations/resolutions of the Company or are provided for i
Association of the Company and to consolidate or sub divide or
or issue shares of higher or lower denominations.
1
(b) The minimum paid up capital of the Company shall be Rs. 5
Five Lakhs only) or minimum prescribed by the Act from time t
1Substituted vide Ordinary Resolution passed in the 8
thAnnual
held on September 27, 2012.Substituted vide Ordinary Resolution passed through the Posta14, 2010.
Earlier substituted vide Ordinal Resolution passed in the ExtraMeeting dated July 17, 2009.
Earlier Increase in Authorised Capital and Subdivision of Shar
Resolution passed at the Extraordinary General Meeting held on
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We, the several persons whose names, addresses and descriptions are subscribed, are desirous
Company in pursuance of this Memorandum of Association and we respectively agree to take the Capital of the Company set opposite to our respective names:
Sr.
No.
Name, address, description and
occupation of each Subscriber
Number of Equity
Shares taken by
each subscriber
Signature of
Subscriber
1. Shri Ramesh Shenoy
S/o. Ganpati Shenoy
E/115, Bussa ApartmentB M Bhargav Marg
Santa Cruz (West)Mumbai 400 054
Occupation: Service
10
(Ten)
Sd/-
2. Shri Abhijit BanerjeeS/o. Shri Rasamoy Banerjee,604, Sicily Marvel,
Sector 12 B, Plot no. 51,Koparkhairane,
New Mumbai - 400 709Occupation : Service
10(Ten)
Sd/-
3. Shri Ashish Karyekar
S/o Shri Sudhakar Karyekar703, BSES Quarters
Chembur Receiving Station
Mumbai 400 082Occupation: Service
10
(Ten)Sd/-
4. Shri Paresh Rathod
S/o Late Shri Purushottamlal Rathod204, BSES Quarters
Chembur Receiving StationMumbai 400 082Occupation: Service
10
(Ten)Sd/-
5. Reliance Energy Management Services
Private Limited3rd Floor, Reliance Energy Centre, Santa
Cruz (East), Mumbai 400 055
16650(sixteen thousand
six hundred fifty)
Sd/-
6. Reliance Energy Global Private Limited,3rd Floor, Reliance Energy Centre, Santa
Cruz (East), Mumbai 400 055
16650(sixteen thousandsix hundred fifty)
Sd/-
7. PowerSurfer Interactive India PrivateLimited
3rd Floor, Reliance Energy Centre, Santa
16660(sixteen thousand
six hundred sixty)
Sd/-
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Amended as on June 14, 2010
THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
RELIANCE BROADCAST NETWORK LIMITED1
These Articles of Association were adopted in substitution for and to the the earlier Articles of Association at the Extra-ordinary General Meeting of on 31
stJuly, 2009
TABLE A NOT TO APPLY
1. No regulations contained in Table A in the First Schedule to th1956, shall apply to this Company, but the regulations for the m
Company and for the observance of the Members thereof and theshall, subject to any exercise of the statutory powers of the Compto the repeal or alteration of or addition to its regulations by Speprescribed by the said Companies Act, 1956, be such as are cArticles.
2. INTERPRETATION
A. DEFINITIONS
In the interpretation of these Articles the following wordsshall have the following meanings unless repugnant to the s
(a) ADA means Shri Anil Dhirubhai Ambani, son of lateAmbani.
(b) ADA Group means ADA and his Affiliates and theMembers shall mean any one of them.
(c) Affiliate or Affiliates of ADA or ADA group means
(i) ADA, his wife, his lineal and blood descendantslineal and blood descendants and children aincluding step or adoptive, family trusts andFamily; and
(ii) Any company firm body corporate associ
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(u) Director means a member of the Board of Directorsof the Company.
(v) Dividend shall include interim dividends.
(w) Employee Stock Option Scheme or ESOP shaunder which the Company grants an option to any ppersons or giving to such persons, subject to apregulations, the benefit or right to purchase or subscribthe securities offered by the Company.
(x) Equity Share Capital shall mean all Share CapPreference Share Capital.
(y) Extraordinary General Meeting means an ExtrMeeting of the Members duly called and constituted Section 169 of the Act and any adjournment thereof.
(z) Financial Year shall have the meaning assigned 2(17) of the Act.
(aa) GDRs mean the Global Depositary Receipts, repres
(bb) GDSs mean the Global Depository Shares, each of w
certain number of Shares.
(cc) "Gender" Words importing the masculine gender feminine gender.
(dd) Government Authority means the Government political subdivision thereof and any authority, instrcommission, court or agency thereof, howsoever cons
(ee) India means the Republic of India.
(ff) "Marginal Notes" The marginal notes hereto shconstruction hereof.
(gg) "Meeting or "General Meeting" means a meeting ofadjournment thereof.
(hh) Legal Representative means a person who in laestate of a deceased Member.
(ii) Member means the duly registered holder from ti
Shares of the Company and the Beneficial Owner(s) under the applicable Requirements of Law to hoCompany or a beneficial interest therein.
(jj) Modify and Modification shall include the maand/or omissions.
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( ) S b idi h ll h th i th t b
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(zz) Subsidiary shall have the meaning as the term subunder Section 4 of the Act.
(aaa) Written and In Writing includes printing, litho
modes of representing or reproducing words in a visib
(bbb) Year means the calendar year.
B. CONSTRUCTION
(a) Words importing the singular number include, w
admits or requires, a plural number and vice versathe masculine gender also include the feminineversa.
(b) Article headings and the marginal notes are for conshall not affect the construction of these Articles.
(c) References to articles and sub-articles are referenSub-articles of and to these Articles unless othereferences to these Articles include references to
Sub-articles herein.
(d) A reference to a statute or statutory provisions inclapplicable at any relevant time:
(i) that statute or statutory provision as frommodified, re-enacted or replaced by any statutory provision; and
(ii) any publicly notified subordinate legislation ounder the relevant statute or statutory provisio
(e) Save as aforesaid, any words or expressions definif not inconsistent with the subject or context, bear in these Articles.
3. SHARE CAPITAL
(A) The Authorised Capital of the Company shall be as per CaMemorandum of Association of the Company with powreduce the capital of the Company and/or the nominal valueto divide the shares in the capital for the time being into seto attach thereto respectively such preferential, deferred, qrights privileges or conditions with or without voting r
Equity Shares in proportion to the amount paid up or cred
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Equity Shares in proportion to the amount paid up or credsuch Equity Shares respectively at the commencement of th
(C) Subject to the provisions of the Act and all other applicablethe Company may issue shares either equity or any other krights and the resolutions authorising such issue shall prescconditions of the issue.
4. PREFERENCE SHARES
(A) Redeemable Preference Shares
The Board shall subject to the provisions of the Act and Company have power to issue on a cumulative or nonPreference Shares liable to be redeemed in any manner the Act and the Directors may, subject to the provisions osuch power in any manner as they deem fit and providesuch Shares on such terms including the right to redeemotherwise as they deem fit.
(B) Convertible Redeemable Preference Shares
The Board shall subject to the provisions of the Act and Company have power to issue on a cumulative or nonConvertible Redeemable Preference Shares liable to be manner permissible under the Act and the Directors mprovisions of the Act, exercise such power in any manneand provide for redemption at a premium or otherwise ansuch Shares into such Securities on such terms as they ma
5. PROVISIONS IN CASE OF PREFERENCE SHARES
Upon the issue of Preference Shares pursuant to Article 4 abprovisions shall apply:
(A) No such shares shall be redeemed except out of profitswhich would otherwise be available for Dividend or out of fresh issue of Shares made for the purposes of the redempt
(B) No such Shares shall be redeemed unless they are fully pa
(C) The premium, if any, payable on redemption shall have beeof the profits of the Company or out of the Companys S
(F) The Capital Redemption Reserve Account may notwithst
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(F) The Capital Redemption Reserve Account may, notwithstthis Article, be applied by the Company, in paying up un-issCompany to be issued to the Members as fully paid bonus S
6. SHARE EQUIVALENT
The Company shall subject to the provisions of the Act, compliancelaws, rules and regulations, have power to issue Share Equivaleand in such manner as the Board deems fit including their conveand redemption whether at a premium or otherwise.
7. ADRs/GDRs
The Company shall, subject to the provisions of the Act, coapplicable laws, rules and regulations, have power to issue ADRsterms and in such manner as the Board deems fit including therepayment. Such terms may include, at the discretion of the Bovoting by holders of ADRs or GDRs, including without limitation, rights in accordance with the directions of the Board or otherwise.
8. ALTERATION OF SHARE CAPITAL
(A) The Company may, by Ordinary Resolution in General Metime alter the conditions of its Memorandum as follows, that
(a) increase its Share Capital by such amount as it thinkby issuing new Shares of such amount as may be and the new Shares shall be issued on such terms awith such rights and privileges annexed theretoMeeting resolving upon the creation thereof, shadirection be given, the Board of Directors shall particular such Shares maybe issued with a prDividends and in the distribution of the assets of the
(b) consolidate and divide all or any of its Share Caplarger amount than its existing Shares;
(c) convert all or any of its fully Paid up Shares into stthat stock into fully Paid up Shares of any denominat
(d) sub-divide its Shares, or any of them, into Shares than is fixed by the Memorandum, so however, that the proportion between the amount paid and the amoon each reduced Share shall be the same as it wasShare from which the reduced Share is derived;
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9. REDUCTION OF SHARE CAPITAL
The Company may (subject to the provisions of Sections 78, 80 aninclusive] of the Act), from time to time by Special Resolution, reduCapital Redemption Reserve Account and the Securities Premiumanner for the time being authorised by law, and in particular, Capon the footing that it may be called up again or otherwise. Thiderogate any power the Company would have, if it were omitted.
10. POWER OF COMPANY TO PURCHASE ITS OWN SHARES
Pursuant to a resolution of the Board of Directors, the Companyown Shares by way of a buy-back arrangement, in accordance wthe Act and the Securities and Exchange Board of India (Buy-BRegulations, 1998, subject to compliance with all applicable Require
11. POWER TO MODIFY RIGHTS
Where, the Capital, by reason of the issue of Preference Sharedivided into different classes of Shares, all or any of the rights and pto each class may, subject to the provisions of Sections 106 and modified, commuted, affected or abrogated or dealt with by agreeCompany and any Person purporting to contract on behalf of that csame is affected with the sanction of a Special Resolution pasmeeting of the holders of the issued Shares of that class and hereafter contained as to General Meetings (including the proquorum at such meetings) shall mutatis mutandis apply to every suc
12. SHARES AND CERTIFICATES
(A) The Company shall cause to be kept a Register and Indaccordance with Sections 150 and 151 of the Act and RegDebentureholders in accordance with Section 152 of the Ashall also be entitled to keep in any State or Country outsiregister or a branch Register of Members and Deaccordance with Section 157 of the Act. The Board may mregulations as it may think fit respecting the keeping of any
(B) The Shares in the Capital shall be numbered progressivelydenominations, provided however, that the provisions relanumbering shall not apply to the Shares of the Comdematerialized or may be dematerialized in future or issdematerialized form. Except in the manner hereinbefore meh ll b b di id d E f f i d d d Sh
Where at any time after the expiry of two years from th
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e e at a y t e a te t e e p y o t o yea s o tCompany or at any time after the expiry of one year froshares in the Company made for the first time after its foris earlier, it is proposed to increase the subscribed capitaby the allotment of further shares then:
(a) Such further shares shall be offered to the person whooffer, are holders of the equity shares of the Companynearly as circumstances admit, to the capital paid-up othat date;
(b) The offer aforesaid shall be made by a notice specifyshares offered and limiting a time not being less thanthe date of the offer within which the offer, if not deemed to have been declined;
(c) The offer aforesaid shall be deemed to include a right person concerned to renounce the shares offered to hin favour of any other pserson and the notice referred tshall contain a statement of this right;
(d) After the expiry of the time specified in the notice aforeof earlier intimation from the person to whom such notideclines to accept the shares offered, the Board of Direof them in such manner as they think most beneficial to
Notwithstanding anything contained above, the furthemay be offered to any persons (whether or not those ppersons referred to above in any manner whatsoever
(i) If a special resolution to that effect is passed general meeting, or;
(ii) Where no such resolution is passed, if the v
on a show of hands or poll as the case may bproposal contained in the resolution movemeeting (including the casting vote, if any, ofmembers who, being entitled so to do, vote inproxies are allowed, by proxy, exceed the vagainst the proposal by members, so entitled Central Government is satisfied, on an applicBoard of Directors in this behalf, that the beneficial to the Company.
Nothing in sub-clause (c) hereof shall be deemed:
(i) To extend the time within which offer should b
(ii) To authorize any person to exercise the right
Provided that the terms of issue of such debenture
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loans include a term providing for such options and s
(i) Either has been approved by the central Goveissue of debentures or the raising of the loanswith Rules, if any, made by that Government i
(ii) In the case of debentures or loans or otheissued to, or loans obtained from the Goinstitution specified by the Central Governmhas been approved by the special resolutioCompany in General Meeting before the issueor the raising of the loans.
(B) Any increase in the subscribed Capital of the Company by Shares, whether out of un-issued Share Capital or out oCapital or otherwise, shall be effected in accordance wrequirements of Law.
(C) Any acquisition of Shares or other Securities of the Compawho can acquire Securities of a company incorporated incompliance with any applicable laws, regulations or g
requirements of Law.
14. SHARES AT THE DISPOSAL OF THE DIRECTORS
(A) Subject to the provisions of Section 81 of the Act, if appArticles, the Shares in the Capital of the Company f(including any Shares forming part of any increased Capitashall be under the control of the Board who may issue,dispose of the same or any of them to such Persons, in s
on such terms and conditions and either at a premiumdiscount (subject to compliance with the provisions of Sethe Act) at such time as they may from time to time thinsanction of the Members to give to any Person or Personsto apply for any Shares either at par or premium or at a distime and for such consideration as the Directors think fit, aallot Shares in the Capital of the Company on payment inproperty sold and transferred or for any services rendered the conduct of its business and any Shares which may s
be issued as fully paid up Shares and if so issued, shafully paid Shares, provided however, notwithstanding option or right to call on Shares shall not be given to any without the sanction of the Company in the General Meetin
(B) In addition to and without derogating from powers for that
(C) Any application signed by or on behalf of an applicant
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Company, followed by an allotment of any Shares theacceptance of Shares within the meaning of these Articleswho thus or otherwise accepts any Shares and whoseRegister of Members shall for the purposes of these Articles
(D) The money, (if any), which the Board shall, on the allotmbeing made by them, require or direct to be paid by way otherwise, in respect of any Shares allotted by them, shall iinsertion of the name of the allottee, in the Register of Memof the holder of such Shares, become a debt due to and rCompany from the allottee thereof, and shall be paid by him
(E) Every Member, or his heirs, Executors, or AdministratorCompany, the portion of the Capital represented by hiswhich may for the time being remain unpaid thereon in suctime or times and in such manner as the Board shall froaccordance with the Articles require or fix for the payment th
(F) If any Share stands in the names of two or more Membersnamed in the Register of Members shall as regards receibonus, or service of notices and all or any other matters cCompany except voting at Meetings and the transfer of S
the sole holder thereof, but the joint holders of a Share shwell as jointly liable for the payment of all installments and cof such Shares, and for all incidents thereof according to the
(G) Except as ordered by a Court of competent jurisdiction or athe Company shall be entitled to treat the Member whose the Register of Members as the holder of any Share or whoas the Beneficial Owner of Sh