MEMORANDUM OF ASSOCIATION OF KSSIDC LTD
The registered office of the Company will be situated in the State of Karnataka.
The objects for which the Company is established are
To aid counsel, assist, finance and protect and promote the interests of Small Industries in Karnataka, whether owned or run by Government statutory body, company, firm or individuals, and to provide them with capital, credit, means, resources and technical and managerial assistance of the prosecution of their work and business, to enable them to develop and improve their methods of manufacture, management and marketing and their technique of production (a “To acquire, construct, develop, establish and maintain Industrial Estates/Industrial Sheds/Industrial plots in the State of Karnataka”. (Approved by the Company Law Board vide their order No.47117/SRB/85 dated 18.7.85).
To enter into contracts with, and take up indents from, the Government of India and the State Governments in all their departments and corporations and other subsidiaries and branches and from any agency or officer thereof, having the necessary powers for fabrication, manufacture, assemble and supply of goods, materials, articles and equipment of every description and to arrange for the performance of such contracts and indents by sub-contracting them to or placing orders in respect thereof with, Small Industries or others for the fabrication, manufacture, assembly or supply of such goods, materials, articles or equipment or parts thereof, or servicing or processing in connection therewith, or such Managerial services as may be necessary for the due performance of such contracts and indents, and to have the goods, materials, articles and equipment fabricated, manufactured, assembled and supplied;
To consult and to co-operate with the appropriate officers of Government having necessary powers in order to utilize the potential productive capacity of plants operated by small industrial concerns:
To obtain information as to methods and practices which primary contractors of Government utilize in giving sub-contracts and to take suitable steps to encourage the giving of sub-contracts by primary contractors to small industrial concerns at prices and on terms and conditions which are fair and equitable;
To certify to the appropriate Government officers with respect to the competency, as to capacity and credit, of any small industrial concern or group of such concerns to perform any specific Government contract;
To obtain from any Government, Ministry, departmental establishment or agency such reports concerning the giving of contracts and sub-contracts and making of loans to business concerns as may be deemed necessary for carrying out the aforesaid objects;
To grant or guarantee or recommend the grant of loans to Small industries, to which such sub-contracts are given or orders are issued, as aforesaid, in order to enable them, in carrying out the sub-contracts or orders, to finalize plant construction, conversion or expansion, including the acquisition of land, or to finance the acquisition of equipment, facilities, machinery, supplies or materials, or to supply such concerns with working capital to be used in the manufacture of articles equipment, supplies or materials under contract to Government or to this Company, to provide them with such financial, technical, managerial and other assistance as may be deemed necessary for the purpose of enabling them to execute and carry out the sub-contracts and orders satisfactorily and to organise production and manufacture for meeting such contracts and sub-contracts and orders adequately and according to specification, and to ensure satisfactory production by all necessary instruction, assistance, inspection and supervision;
To effect co-ordination between large industries and small industries by suitable methods, similar to those aforesaid, enabling small industries to manufacture satisfactory such parts, accessories ancillaries and components and other articles as may be required by large industries;
To promote and operate schemes for development of small industries in the country and for that purpose to prepare and get prepared reports, blue prints, statistics and other information;
To promote and establish such companies, associations, Advisory Boards and other suitable bodies as may be deemed necessary in order to carry out the aforesaid objects effectively;
To procure capital or financial assistance or accommodation for, or provide machinery, equipment, technical and managerial assistance, information, instruction, inspection, supervision and other facilities to any company, person or association for the purpose of carrying into effect any of the aforesaid objects;
To apply for tender, purchase or otherwise acquire contracts and concessions for or in relation to the construction, execution, carrying out, equipment, improvement, management, administration or control of works and conveniences and to undertake, execute, carry out, dispose of or otherwise turn to account the same;
To carry on the business of dealers in hardware and tools of all kinds, engineering articles, ferrous and non-ferrous metal ware, cutlery, builders’ hardware, small hand tools, wire, nails, spikes, locks keys, knives, scissors, spoons, containers, cycles and cycle parts, electrical appliances, brassware, glassware, bricks, tiles and ceramic articles, plastics, furniture, carpentry goods, leather and leather and leather goods, cardboard and cardboard goods, pasteboard and plywood articles, sports goods, surveying and drawing and mathematical instruments, surgical and scientific instruments miscellaneous chemical goods, disinfectants, polishes, brushes, brooms, bamboo goods, cane goods, fibre goods, carpets, mats, thattis, ropes, tapes, twine, wicks, glue, coir and coir products, nets, tents, poles, ladders, tarpaulins and umbrellas and goods and articles of all kinds and descriptions for personal, domestic, office and community use and consumption, the foregoing list in this clause being only illustrative and not exhaustive;
To manufacture, buy, sell import, export, install, work, and generally deal in any plant machinery, substances, tools, materials, goods or things of any description which in the option of the Company, may be conveniently dealt with by the Company in connection with any of its objects;
To invest the capital of the Company in, or to deal with shares, stocks, bonds, debentures, obligations and other securities of any company or association formed for establishing, executing or working of any industrial undertaking approved by the Company;
To act as Managers or to direct the management, control and supervision of any company, association or concern by nominating directors, controllers, supervisors, advisers or otherwise, or to collaborate with any company or association or concern formed for carrying on any manufacture or business within the objects of the company;
To enter into any partnership or arrangement for joint working in business, sharing of profits, pooling of any industrial undertaking, joint adventure or reciprocal concession or amalgamation, with any other company, firm or persons, carrying on or engaged in any manufacture or business within the objects of this Company or similar thereto;
To establish, promote, subsidies and otherwise assist, any company or companies, syndicate or other concern for the purpose of setting up any industry or running any industrial undertaking, acquiring any property or furthering any of the objects of this Company;
To sell, dispose of, let on lease or on hire or transfer the business, property and undertaking of the company, or any part thereof, for cash, stock or shares of any other company or for any other consideration which the Company may see fit to accept;
To obtain any provisional order or Act of Parliament for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose by lawful means any proceedings or applications which may seem calculated, directly or indirectly, to prejudice the Company’s interest;
To procure the Company to be registered or recognized in any foreign country or place;
To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with, all or any part of the property and rights of the Company;
To accept stock or shares in, or the debentures, mortgage debentures or other securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company;
To carry on any other trade or business (whether manufacturing or otherwise which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights;
To acquire and undertake the whole or any part of business, property, and liabilities of any person or company carrying on any business which the company is authorized to carry on, or possessed of property suitable for the purposes or this Company.
To pay all costs, charges and expenses incurred or sustained in or about the promotion an establishment of the Company, or which the Company shall consider to be nature of preliminary expenses, including therein the cost of advertising, commissions for under writing, brokerage, printing and stationery and expenses attendant upon the formation of agencies.
Generally to purchase, take on lease or in exchange, hire or otherwise acquire, any real and personal property and any rights or privileges which the company may think necessary or convenient for the purpose of its business and in particular any land, buildings, easements, machinery, plant and stock-in-trade.
To construct, maintain, and alter any buildings, or works, necessary or convenient for the purposes of the Company;
To apply for and take out, purchase acquire any trade mark, patents, patent rights, inventions, copyright, designs or secret processes, which may be useful for the Company’s objects, and to grant licenses to use the same, and to work, develop, carryout, exercise and turn to account the same;
To enter into any arrangements with the Government of India or any other Government or State or Local Authority or any person for the purpose of carrying out the objects of the Company or furthering interest and to obtain from such Government or Authority or person any charters, subsidies, loan, indemnities, grants, contracts, licenses, rights, concessions, privileges, or immunities which the Company may think it desirable to obtain and exercise and comply with any such arrangements, rights, privileges and concessions;
To make, draw, accept, endorse, discount, execute, issue and negotiate, cheques, bills of exchange, promissory notes, debenture and other negotiable or transferable instruments;
To borrow or raise or secure the payment of money in such manner as the company shall think fit, and in particular by the issue of debentures, or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property (both present and future, including its uncalled capital, and to purchase redeem, or pay off any such securities;
To receive grants, loans, advances or other moneys and deposit, or otherwise, from the Central Government or State Government, Banks, Companies, Trusts, or individuals with or without allowance of interest thereon;
To lend money to such persons or companies and on such terms as may seem expedient, and in particular to customers and others having dealings with the Company, and to guarantee the performance of contract by any such persons or companies.
To invest and deal with the moneys of the Company not immediately required in such manner, other than in the shares of this Company, as may from time to time be determined;
To acquire by subscription, purchase or otherwise, and to accept and take, hold and sell, shares or stock in any company, society or undertaking the objects of which shall, either in whole or in part, be similar to those of this Company, or such as may be likely, directly or indirectly, to promote or advance the interests of this Company;
To establish, maintain, subscribe to or subsidies or become member of training institutions, research laboratories, research institutions and experimental workshops for scientific and technical research and experiments;
To provide for the welfare of persons in the employment of the Company and the wives, widows and families of such persons, by establishing Provident or other Funds, by grants of money, pensions or other payments, and by providing or subscribing towards places of instruction and recreation, and hospitals, dispensaries, medical and other attendance and other assistance, as the Company shall think fit and to subscribe money to or for and otherwise help any charitable or benevolent object or any exhibition or any public show or useful objects;
To distribute in specie or otherwise as may be resolved any assets of the Company among its members, and particularly the shares, debentures or other securities of any other company formed to take over the whole or any part of the assets or liabilities of this Company;
To establish agencies in India and elsewhere and to regulate and discontinue the same
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 through any factors, trustee or agents;
To undertake and execute any trusts the undertaking whereof may seem desirable and either gratuitously or otherwise; and
Generally to do all such other matters and things as may appear to be incidental or conductive to the attainment of the above objects or any of them or consequential upon the exercise of its powers or discharge of its duties.
The expression ‘Small Industry’ appearing in these clauses means an industrial undertaking, as defined in the relevant Notification issued by the Government of India from time to time.
And it is hereby declared that, in the interpretation of this clause the powers conferred Company by any paragraph herein shall not be restricted by reference to any other paragraph the name of the Company, or by the juxtaposition of two or more objects, and that, in the event of any ambiguity this clause and every paragraph hereof shall be construed in such a way as to widen, and not to restrict, the powers of the Company.
IV The liability of the members is limited.
V The capital of the Company is Rs.30 Crores divided into 30,00,000 equity shares of Rs.100 each with power to issue any of the shares in the capital, original or increased with or subject to any preferential, special, or qualified rights or conditions, as regards dividends, repayment of capital, voting or otherwise.
We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names.
|Names and addresses and description of subscribers||No of shares taken by each subscriber||Signature|
|1. Sri G.Mathias I.A & A.S Secretary to the Governor of Mysore, Finance department, for and on behalf of the Governor of Mysore||9,998||For Governor of Mysore (Sd.) G.Mathias, Secretary Finance Department.|
|2. Sri. G.Mathias I.A & A.S Secretary, Finance Department Government of Mysore||1||For Governor of Mysore (Sd.) G.Mathias, Secretary Finance Department.|
|3. Sri. B.M. Abubaker, I.A.S., Commerce and Industries, Government of Mysore||1||(sd.) B.M.Abubaker, 26th April 1960. Commerce and Industry Secretary of Government|