MOA for Agriculture Business
Reema Tayshete
Reema Tayshete
nihita jayanthi naga
UNDER THE COMPANIES ACT, 1956
(1 OF 1956)
(A COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
XYZ PLANTATIONS PRIVATE LIMITED
I. The name of the company is XYZ E PLANTATIONS PRIVATE LIMITED.
II. The Registered Office of the Company will be situated in the State of Andhra Pradesh.
III. The objects for which the Company is established are :
A. The main objects to be pursued by the Company on its Incorporations:-
1. To engage in business of commercial horticulture, green house farming, olericulture and floriculture and other cognate areas directly or through subsidiaries either wholly or through partly owned.
2. The engage in and carry on the business of planters, growers and cultivators of Oil Palm, Arecanut, Coconut and other palms, Ground-nut, Cocoa, Rubber, Tea, Coffee, Cardamom, Cashew, Pepper, Lemongrass, Ginger, Cinnamon, Cloves, Camphor, Tobacco, Tapioca, Eucalyptus, Gattapercha, Cinchona, Myistica, Indica, Turmeric, Sugarcane, Cotton and or any other agricultural/industrial crop or produce.
3. To process and render marketable all produce grown by the Company and to carry on the business of processing, manufacturing and dealing in vegatable Oil and other oils and any other products in which oil or any produce of the company is used.
4. To sell, purchase, export, import, deal and trade in all produce grown or processed by the company and all products manufactured by the Company and any other products used for the purpose of growing, processing or manufacturing such products.
B. the objects incidental or ancillary to the attainment of the main objects:-
1.
To acquire, purchase, lease or otherwise hold develop, manage, administer,
carry on, use, work, exchange, make advances upon, turn to account, sell, dispose
of and deal in lands or in any interest in lands, concessions, Estates and
Plantations of description and agricultural land and forests in any part of
India for the purpose of cultivating, growing, curing, preparing for the market
and manufacturing agricultural and other produces and products grown, processed
or manufactured by the Company.
2. To apply for and acquire by concession from
Government or by purchase, lease or otherwise, in any part of India and to
make, build, construct, provide, maintain, improve, equip, control and develop,
manage, administer, carry on, use and work in any part of India, factories and
other establishments, roads, ways, railways, tramways, cableways, canals,
reservoirs, water works, wells aqueducts, water courses, furnaces, gasworks,
piers, wharves, markets, jetties, harbours, docks, saw and other mills,
storages, hydraulic works, power supply works, buildings, plant, engines,
machinery rolling stock, warehouses, and other works and buildings, telegraph
lines, telephone lines and all such other assets which may be deemed expedient
for the main objects of the Company, and to meet the cost of making, building,
constructing, providing, carrying on, equipping, developing, using and working
all the same.
3. To establish or acquire and carry on the business of farmers, grazers, cultivators, storekeepers, cattle breeders, stockmen, dealers in hides, skins, fat and other animal products, provision preservers, timber growers, lumbermen, saw mill proprietors, merchants, exporters and importers and general traders.
4. To carry on and transact any or every description of agency, commission, commercial, manufacturing, mercantile or financial business whatsoever and wheresoever which may, in the opinion of the Company, be conveniently carried on in connection with any business which the Company is authoriesed to carry on or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s properties or rights.
3. To establish or acquire and carry on the business of farmers, grazers, cultivators, storekeepers, cattle breeders, stockmen, dealers in hides, skins, fat and other animal products, provision preservers, timber merchants, timber growers, lumbermen, saw mill proprietors, merchants, exporters and importers and general traders.
4. To carry on and transact any or every description of agency, commission, commercial, manufacturing, mercantile or financial business whatsoever and wheresoever which may, in the opinion of the Company, be conventially carried on in connection with any business which the Company is authorized to carry on or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s properties or rights.
5. To promote or assist in the promotion of any other Company or Companies established for any purpose which may seem directly or indirectly to benefit this Company or to advance the object and interests thereof, and to take otherwise acquire and hold shares in any such Company or Companies and to guarantee the payment of any debentures or other securities issued by such Company or Companies.
6. To make investments, purchase, subscribe for, underwrite, take or otherwise acquire and hold, sell, mortgage and deal in share stock, bonds, options debentures, debenture stock or obligations in any other Company or Corporation and to give any guarantee or security for the payment of the dividends or interest thereon or in relation thereto, in matters of interest to the Company.
- To carry on research and development in the promotion of cultivation, processing and allied matters related to plantation.
- To purchase or otherwise acquire and undertake all or any part of the business, property goodwill and liabilities of any person or company carrying on any business which this Company is authorized to enter into or carry on, or to possess property suitable for the purpose of this company.
- To sell, let or lease, exchange or dispose of the lands, concessions, rights, assets and undertaking of the company or any part or parts thereof, for such considerations as the Company may think fit, and in particular for shares, debentures, or securities of any other Company having objects altogether or in part similar to those of this Company.
- To draw, make, accept, endorse, execute, issue and discount promissory notes, bills of exchange, charter parties, bills of lading, warrants, debentures and other negotiable or transferable instruments.
- To lend invest and deal with moneys of the Company not immediately required in such manners as may from time to time be determined.
- To receive money and securities on deposit at interest or otherwise, for the purpose and benefits of the business of the Company.
- To borrow or raise or secure the payment of money in such manner as the company shall think fit, and in particular by issue of debentures, debenture stock, or other securities, with or without a charge upon all or any of the Company’s assets present or future including its uncalled capital, and to purchase, redeem or pay off any such securities, and to issue any such securities for such consideration or purpose as may be thought fit, provided the Company shall not carry on Banking Business within the meaning of the Banking Regulation Act, 1949.
14. To appoint, engage, employ, maintain, provide for, suspend or dismiss or take other disciplinary action against attorneys, agents, managers, superintendents, clerks, labourers and all other servants and to remunerate any such persons as the Company may deem fit, and to make pecuniary grants by way of donation, subscription, allowance, bonus, pension, gratuity, provident fund, guarantee or otherwise to or for the benefit of any such persons or the widow, widower or children and dependents of any such persons.
15. To establish, maintain and operate educational institutions, schools and hostels for the benefit of the children of the employees or ex-employees of the Company or their dependents or relations and others and to make grants and awards and to grant scholarships.
16. To establish, maintain and operate hospitals, dispensaries, first-aid centres and other medical institutions, public health installations, markets, shops and stores, clubs, cinemas and other entertainment places, motors transport services, housing colonies, hotel and restaurants, guest houses, hostels, laundries, dairies, fire service stations and provide and other services for the benefit of employees of the Company and their families and also general public wherever considered permissible.
17. To Provide for the welfare of the employees or ex-employees of the Company and the wives/husbands and families, relations and dependents of employees or ex-employees by building or contributing to build houses, dwellings or chawls or by grants of money, pensions, allowances bonus or other payments or by creating and from time to time subscribing or contributing to Provident Fund and other funds or associations, institutions or trusts.
18. To create any Depreciation Fund, Reserve Fund, Sinking Fund, Insurance Fund or any other special fund, whether for depreciation, or for repairing, improving, extending or maintaining any of the property of the Company or for amortization of capital or for any other purpose conducive to the interests of the Company.
19. To apply the assets of the Company in any way in or towards the establishment maintenance or extension of any association, institution or fund, in any way connected with trade or commerce and in particular with any association, institution or fund established for the protection of the interests of owners and employers, against loss by bad debts, strikes civil commotion, fire accidents or otherwise or for the benefit or employees at any time employed by the Company, their families or dependents.
20. To give monetary aid or otherwise assist any association, body or movement having for its object the solution, settlement or surmounting of industrial or labour problems or troubles or the promotion of industry or trade.
21. To remunerate any person for services rendered or to rendered in obtaining subscription for or placing or assisting to place or to obtain subscription for or assisting to place or to obtain subscription for or for guaranteeing the subscription of or the placing of any shares in the capital of the Company or any stock, shares, bonds, debentures, obligations or securities of any other Company held or owned by the Company or in which the company may have an interest or in or about the formation or promotion of the Company or the conduct of the business or in or about the formation or promotion of any other Company in which the Company may have any interest.
22. To pay all costs, charges and expenses on account of advertisements, underwriting, commissions, brokerage, lawyer’s fees, printing, stationery and such other things incurred by the Company in the promotion and establishment of the Company or considered as necessary by the Company.
23. To sell, exchange, improve, manage, develop, lease, mortgage, charge, dispose of, turn to account or otherwise deal with, all or any part of the assets and rights of the Company.
24. To establish, provide, maintain and conduct or otherwise subsidies research stations, laboratories, meteorological stations, power units, fertilizer units and experimental workshops for scientific and technical research and experiments, to undertake and carry on scientific and technical, investigations and inventions, by providing, subsidizing, endorsing or assisting laboratories, workshops, libraries, lecture meetings, and conferences and by providing or contributing to the remunerations of scientific and technical professors and teachers and by providing or contributing to the award of scholarships, prizes, grants to students or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, test and inventions of any kind that may be considered likely to assist any business which the Company is authorized to carry on.
25. To enter into partnership or into any arrangement for sharing profits, union of interest, joint adventure, reciprocal concession, amalgamation or co-operation, either in whole or in part with any other Companies, firms or persons, carrying on or engaged in or about to carry on or engage in any business or transaction which this Company is authorized to carry on or engage in or any business or undertaking or transaction capable of being conducted so as directly or indirectly to benefit this Company, and to lend money and to guarantee the contracts of or otherwise assist any such person or company and to take or otherwise acquire shares and securities of any such company and to sell hold, re-issue with or without guarantee or otherwise deal with the same.
26. To apply for and take out, purchase or otherwise acquire any trade mark, patent patent rights, inventions, copyright designs know-how of secret process, etc. which may be useful for the Company’s objects and to grant licenses to use the same, and to work, develop, carry out, exercise and turn to account the same.
27. To enter into any arrangements with the Central, or State or Local Authority or Institutions, Corporations, World Bank, Asian Development Bank, Banks in India and outside India, and other persons for the purpose or carrying out the objects of the Company or furthering its interests and to obtain from such Government or Authority, Institution or Corporation or Bank of person any charters, subsidies, loans, indemnities, grants, contracts, licenses, rights, concessions, privileges or immunities which the company may think it desirable to obtain and exercise, turn to account and comply with any such arrangements, rights, privileges and concessions.
28. To obtain and utilize import licenses for plant and machinery, equipments, tools and such other things as also for planting materials such as oil palm seeds, seedlings or pollen or any other seed or seedlings, all types of plant protection chemicals, fertilizers and all kinds of plant foods and any other items as may be considered necessary by the company from time to time.
29. To enter into technical or other collaborations with Governments, corporations, Institutions, Banks or persons in furtherance of the objects of the Company.
30. To authorize any person to undertake study tours, commercial tours, visits or training programmes in India or abroad, for furtherance of technical or other expertise and development of the enterprise of the Company.
31. To assist or co-operate with other Companies, firms or persons in cultivation, processing, marketing and financing of oil palm and other produce or its products and related projects undertaken by them.
32. a) To subscribe to or otherwise assist or to guarantee money for any charitable, benevolent, religious, scientific, national or other institutions of for any public venture the objects of which have any moral or claim to support or aid by the company either by reason of locality of operation or public and general utility or otherwise.
C. Other objects of the Company
1) To carry on the business of chemists, druggists, dry salters, oil and colour men, importers and manufacturers of and dealers in pharmaceutical, medicinal, chemical, industrial and other preparations and articles, compounds, cements, oils, paints, pigments, and varnishes, drug, dyeware, paint and colour grinders, makers of and dealers in proprietary articles of all kinds, and of electrical, chemical, photographical, surgical and scientific apparatus and materials.
2) To install distilleries and
allied industries and to carry on the business in the products thereof.
3) To cultivate medicinal herbs
and other allied products and to start and install processing units and deal with
the products.
4) To carry on the business of
iron founders, mechanical engineers and manufacturers of machinery,
tool-makers, brass founders, metal workers, boiler makers, millwrights,
machinists, iron and steel converters, smiths, wood-workers, builders,
painters, metallurgists, electrical engineers, water supply engineers, gas
makers, and to buy, sell, manufacture, repair, convert, alter, let on hire, and
deal in machinery, implements rolling stock and hardware of all kinds.
5) To act as agents or brokers
and as trustees for any person or Company and to undertake and perform sub
contracts, and either as principles, agents, trustees, contractors, or
otherwise and either alone or jointly with others, and either by or through
agents, sub contractors trustees or otherwise.
6) To do all or any of the
matters hereby authorized (in any part of the world) either or in conjunction
with or as factors, trustees or agents for any other Companies, firm or
persons, or by or through any factors, trustees or agents.
IV. The Liability of the Members is limited.
V. The authorized share capital of the company is Rupees five lakhs only divided into 50,000 (Fifty thousand) Equity shares of Rs. 10 (Rupees ten only) each with the rights, privileges and conditions attaching thereto as may be prescribed by the Articles of Association of the Company for the time being or otherwise as may be prescribed by the Company, with power to increase or reduce the capital of the Company and to divide the shares in the capital for the time being into several classes to be held upon such terms as may be prescribed by the Company and to sub divide, cancel or consolidate the share and to vary, amalgamate, or abrogate any such rights, privileges or conditions.
We
the several person whose names and addresses are subscribed below are desireous
of being formed into a Company in pursuance of the Memorandum of Association
and we respectively agrees to take the number of shares in the capital of the
Company, set opposite to our respective names.
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Name, description, Occupation and addresses of the subscribers with their signatures |
No. of Equity Shares taken by each subscriber |
Name, address, occupation of witness to the signatures of subscriber with their signature |
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