THE COMPANIES ACT, 1956
MEMORANDUM OF ASSOCIATION
OF
BIHAR STATE HYDRO-ELECTRIC POWER CORPORATION LIMITED
NAME OF THE COMPANY
I. Name of the company is BIHAR STATE HYDRO-ELECTRIC POWER CORPORATION LIMITED
Registered Office
II .The Registered office of the company will be situated in the state of bihar
Objectives
III. A The main objectives of the Company to be pursued on its incorporation are :
Development of Hydro-Electric Power
To plan, promote,
organize, undertake, co-ordinate, finance establishing, develop
and engage in the business of setting up of electric power
projects particularly hydro-electric power in all its aspects
including planning, investigation, research, design and
preparation of preliminary feasibility and detailed project
reports, construction, generation, operation mission,
distribution, and sale of power and to carry on all activities
connected with power projects, such as manufacture, inspection,
supply erection, commission, running and maintaining the same.
To carry on the
business of purchasing, selling, importing, exporting, producing,
trading, manufacturing and otherwise dealing in all aspects
of planning, investigation, research design and preparation of
preliminary feasibility and detailed projects reports,
construction, generation, operation and maintenance of
hydro-electric and other projects, transmission, distribution and
sale of power, hydro-electric power development, ancillary and
all necessary plants, establishments and works.
To understand and
tender services of all and every kind of buying, selling,
exchanging, altering, importing, exporting , producing, and
trading any equipments for establishing Hydro-Electric power and
other projects required for civil, commercial or military
purpose.
To operate and maintain
economically and efficiently the generating stations, tie-lines,
sub-station and maitransmission lines assigned to it by the state
government in accordance with the provisions of sec. 39 of the
electricity (Supply) Act, 1948.
To take up in connection with power projects multi-purpose programmes, like construction of embankments, dams, canals, sub-canals, distributaries, reservoirs, tanks, wells, for giving protections against flood, providing irrigation facilities, drinking water and take all necessary stenos for soil conservation, a forestation and rehabilitation of displaced persons.
THE INCIDENTAL OR
ANCILLARY OBJECTS FOR THE ATTAINMENT OF THE MAIN AND OTHER
OBJECTS OF THE COMPANY ARE:
To promote any company or other companies
for the purpose of acquiring all or any of the property, rights
and liabilities of the Company or for any other purpose which may
seem directly, or indirectly calculated to benefit the company.
To enter into partnership or any arrangement for sharing or
posting profits, amalgamation, union of interest, co-operation,
joint-venture or otherwise, with any person or persons or
carrying or engaged in any business or transactions capable of
being conducted so as to directly or indirectly benefit the
company.
To
accumulate funds and to invest or otherwise employ moneys
belonging to or with the Company and not immediately required in
the purchase or acquisition of any shares , securities or other
investments whatsoever whether movable or immovable upon such
terms as may be thought proper and form time to time to vary all
or any such investments in such manner as the Company may think
fit.
To acquire an interest in with or enter into partnership or into
any joint arrangement for sharing profits, union of interest,
joint ventures or reciprocal concession or for co-operation or
for limiting competition or for mutual assistance with any
person, firm, corporation or company and to co-operate in any way
with or to take or otherwise acquire and hold shares, stock,
debentures stock, or securities, or other interest in, or lend
money to subsidies, guarantee the contracts of, or otherwise
assists any such person, firm, corporation , or convey in
securities, and deal with any shares, stock , debentures,
debenture-stock or securities.
To buy, sell, import, export, refine,
manipulate and otherwise deal with any articles of whatever description
including stores and raw materials for all or any of the whole or any part
thereof.
To collect, process, fabricate, dispose of and deal in all
bye-products and stag from the main or subsidiary processes and
manufactures of the Company.
To
acquire by purchase, lease, exchange, hire or otherwise, or to
construct and maintain factories, works buildings, and
conveniences of all kinds, lands buildings apartments, plants,
machinery and hereditaments of any tenure or description,
situated in India or in any other parts of the world and any
estate or interest therein and any rights over or connected with
land so situated and turn the same to account in any manner as
may seem expedient, necessary or convenient to the Company for
the purposes of its business.
To
acquire, possess and undertake the whole or any part of the
business assets property, goodwill, rights and liabilities of any
person, firm, society, association, corporation or company
carrying on any business which the company is authorized to carry
on.
To
obtain apply for arrange for the issue or enactment of order or
act of legislature or Act of Legislature or Act of authority in
India or any other part of the world for enabling the company to
obtain powers, authority , protection, financial and other help,
necessary or expedient to carry out or extend any of the objects
of the Company or for any other purpose which may seem expedient
and to oppose any proceedings or application or any other
endeavors, steps or measure which seem calculated directly or
indirectly to prejudice the company’s interests.
To apply for purchase,
or otherwise and obtain any patents, brevets inventions licenses,
permissions, concessions, processes, and the like, conferring any
exclusive or limited right (either in point of time or
other-wise) to use the same or any secret or other information as
to any invention which may seem capable of being used for any
purposes of the Company and use, exercise, develop or grant
licenses in respect of or other-wise turn to account, any such
patents, invention licenses, concessions, permissions, processes
which may seem calculated directly or indirectly to benefit the
company and to use, exercise, develop or grant licenses on
respect of or otherwise turn to account the property, rights or
information so acquired.
(a) To establish,
provide, maintain and conduct or otherwise subsidies research
laboratories and experimental workshops for scientific, technical
researches, experiments, and to undertake and carry on directly
or in connection with other agencies scientific and technical
research experiments and tests of all kinds and to process;
improve and invent new products and their techniques of
manufacture and scientific and technical investigations and
inventions of any kind that may be considered likely to assist,
encourage and promote rapid advances in technology, economies ,
import substitution pr any business which the company is
authorized to carry on.
(b) To establish,
maintain and operate technical training institutions and hostels
for engineers of all types and all other technical staff and
artisans and mechanics of all types and kinds and accountants and
others in India or in any part of the world; to make such other
arrangements as may be expedient for the training of all
categories of officers, workers, clerk, store keepers and other
personnel likely to be useful to or assist in any business which
the company is authorized to carry on.
To
improve money, property etc.
To sell, improve,
manage, develop, exchange, loan, lease or let under-lease,
sub-let, mortgage, dispose of, deal with in any manner, turn to
account or otherwise deal with rights or property of the
company.
To sell or dispose of
the undertaking of the Company or any part thereof for such
consideration as the Company may think fit and in particular for
shares, debentures or securities of any other association,
Corporation or Company, to promote or aid in the promotion of any
other Company or partnership for the purpose of acquiring all
or any of the properties, rights or liabilities of the Company or
for any other purposes which may seem directly or indirectly
calculated to benefit the Company.
To subscribe for,
purchase, or otherwise acquire and to hold, dispose of and deal
with the shares, stocks securities and evidence of indebtedness
or the right to participate in profits or other similar documents
issued by any government authority, Corporation or body or by any
company or body of persons and any option right in respect there
of.
To create any
depreciation fund, reserve fund, sinking fund, insurance fund or
any other fund, whether for depreciation of for repairing,
improving, extending or maintaining any of the properties of the
Company, or redeemable preference shares or for any other
purposes whatsoever conducive to the interests of the Company.
To acquire shares,
stocks or securities in or of any company carrying on any
business which this company is entitled to carry on or of any
other company or undertaking the acquisition of which may seem
likely of calculated directly or indirectly to promote or advance
the interests of or be advantageous or beneficial to the Company
and to sell or dispose of or transfer any such shares stocks or
securities.
To adopt such
means of making known the products of the company as may seem
expedient and in particular exhibition of work or interest or by
publication of books and periodicals and by granting prizes,
rewards and donations.
To borrow or raise
or secure the payment of moneys in such manner on such terms and
with such powers and privileges as may be thought fit and in
particular by the issue of or upon bonds, debentures, bills of
exchange, promissory notes or other obligations or securities of
the Company and with a view thereto mortgage or change the
undertaking and all or any of the immovable property present or
future, and all or any of the uncalled capital for the time being
of the Company and to purchase, redeem or pay off any such
securities.
To issue and
deposit any security which the company has power to issue by way
of mortgage or charge secure any sum, also by way of security for
the performance of any contracts or obligations of the Company.
To guarantee the
payment of money unsecured or secured by or payable under or in
respect of promissory notes, bonds, debentures stocks, contracts,
mortgage, charges, obligations, instruments, and securities of
any authority, supreme, municipal, local or otherwise of any
persons whomsoever whether incorporated or not incorporate and
generally to guarantee or become sureties for the performance of
any contracts or obligations in connection with the
Company’s business.
To draw, make,
accept, negotiate, assign, execute, and issue and to buy, sell,
promissory notes, bills of exchange, bills of lading and other
negotiable or transferable instruments in connection with the
business of the Company.
To receive moneys
for financing the business of the company on deposit, or loan
upon such terms and conditions as may be thought fit, however,
that the Company shall not do any barking business as defined
under the Banking Regulation Act, 1949.
To
lend moneys on properties or mortgage of immovable property or on
hypothecation or pledge of movable property with or without
securities to such persons on such terms as may and in particular
to customers or any persons having dealing with the company but
not amounting to banking business as defined under the Banking
Regulation Act, 1949.
To make donations to
such persons or institutions and in such cases and either or
cash, or any other assets as may be thought directly conducive to
any of the Company’s objects or otherwise expedient and in
particular to remunerate any person or corporation introducing
business to the Company and to subscribe or guarantee money for
charitable, benevolent or useful objects and to establish and
support or aid in the establishment and support of associations,
institutions, funds, trusts, and conveniences or connections of
such persons, and in particular friendly or other benefit
societies and to grant pension, all0owances, gratuities, bonuses,
either by way of annual payments of a lump sum, and to make
payment towards insurance and to form and contribute to provident
and benefit funds, to or for such pensions.
To Pay all costs, charges and
expenses incurred in or about the promotion, and establishment of
the Company or which the company shall consider to be in the
nature of preliminary expenses including therein the cost of
advertising printing and stationery and expenses attendant upon
the obtaining of information necessary for its business and
the formation of agencies and openining of branches.
To organize, supervise and co-ordinate the
erection and commissioning services in association with the manufacturing units.
To employ or
engage experts, agents, Indian or foreign consultants in
connection with the planning and development of all or any of the
objects of the company.
To employ experts to investigate and
examine into the conditions, prospectus, value, character and
undertaking and generally or any assets property or rights.
To train or pay
for the training in India or abroad any of the Company’s
Directors, employees or any candidate in the interest of or for
the furtherance of the Company’s objects.
To apply the asset of
the company in any way in or towards the establishment,
maintenance or extension of any association, institution or
fund connected with any particular trade or business or with the
trade or commerce generally and particularly with the trade
including any association, institution or fund for the protection
of the interest of masters, accidents or otherwise or for the
benefit of any clerks. Workmen or other predecessors in business
or their families or dependants and whether or not in common with
other persons or classes or persons and in particular of friendly
co-operative and other societies, reading rooms, libraries,
educational and charitable institutions, refectories, dinning and
recreation rooms, churches, chapels, schools, and hospitals and
to grant gratuities, pensions raised by public or local
subscription for any purpose whatsoever.
To provide for the
amelioration and welfare of persons employed or formerly employed
by the Company and the wives, families, dependants or connections
of such persons by building or contribution to the building of
houses, dwellings or by grants of money, pensions, allowances,
bonuses or other payments or by creating from time to time
subscribing or contribution to provident fund and other
Associations, institutions, Funds or trusts or by helping persons
employed by the Company to effect or maintain insurance on their
lives by contributing to the payment of premium or otherwise and
by providing or subscribing or contributing towards places of
instruction and recreation, hospital and dispensaries, medical
and other attendance and other assistance as the Company shall
think fit.
To operate co-operative stores canteens for
the members of the Company’s staff.
To lend and
advance money or to give credit 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 any contract or obligation and
payment of or by any such person or companies and generally to
give guarantee and indemnities. The company shall not carry on
any banking business as defined in the Banking regulation Act,
1949.
To open an account or
accounts with any individual firm or company or with any bank or
bankers or shrift and to pay into and withdraw money from such
account or accounts.
To enter into agreements and contracts with
foreign individuals, companies or other organization for purchase
of equipments and for technical, financial or any other
assistance for carrying out ell or any of the objects of the
company.
Rights and
concessions
(a) To
enter into any agreement with any government or authorities
(Municipal, local or otherwise) or any Corporations, companies,
or persons which may seem conducive to the Company’s objects
and to obtain from any such Government authorities, corporations,
Companies or persons any contract, right, privilege and
concessions which the company may think desirable and to carry
out exercise and comply with any such contracts, rights,
privileges and concessions.
(b)
To enter into
contracts to indemnify and guarantee.
To act as agents or
brokers and as trustees for any person or company and undertake
and perform sub-contracts and do all or any of the above things
in any part of the world as principals, agents, contractors or
trustees or otherwise and by or through agents, subcontractors or
trustees or otherwise and either alone or jointly with others.
(a) To employ officers and employees and to provide for their welfare of the wives, widows and families of such persons by establishing provident or other funds, by grant of money, pensions or other payments;
(b) To appoint agents, advisers and attorneys;
(c) To institute and defend legal proceedings;
(d) To advertise its activities;
(e) To obtain and pay for information necessary for its business; and
(f)
To open branch
and other offices.
To establish
agencies etc.
To establish and
maintain agencies, branch places and local registers, to procure
registration or recognition of the company and to carry on
business in any part of the world and to take such steps as may
be necessary to give the company such rights and privileges in
any part of the world as are possessed by local companies or
partnership or as may be thought desirable.
To undertake, carry
out, promote and sponsor programmers of rural development for the
social and Economic Welfare of uplift of the public in rural
areas, to incur any expenditure for training of persons engaged
in rural development and to assist the execution and promotion of
the same.
To give donations and
to advance and lend money to any person, institution,
organization, trust etc. engaged in the execution of programmers
for rural development and training for the same.
To plan, design,
establish, operate and maintain such generating stations and
tie-lines, sub-stations and main transmission lines connected
therewith as may be required from time to time.
To set up plants and
equipments and participate in any operation, activities
calculated to promote the growth and development of
Hydro-electric power generation.
To co-ordinate the
activities of its subsidiaries to determine their economic
and financial objectives/targets and to review, control, guide an
direct the performance with a view to secure optimum utilization
of a resources placed at the disposal.
To prepare, negotiate,
sell and purchase technical know-how for investigation, planning,
designing, operation and maintenance, manufacturing equipments
and appliances and to carry out and promote establishment purpose
to award scholarships, stipends and prizes to scientists,
techcians and engineers of distinguished knowledge and
experience.
To act as an entrepreneur on behalf of the State Government, to identity new areas of economic investment and to undertake or help in the undertaking of such investments.
To undertake, carry
out, promote, sponsor and assist any activity the promotion and
growth of national economy and hereby discharge social and moral
responsibility of the Company.
Generating to do all such other things as may be deemed incidental or conductive to the attainment of the above objects or any of them and to or on any business which may seem to the Company capable of being conveniently carried on in connection with any of the Company’s objects or calculated directly or Indirectly to enhance the value of, render profitable any of the Company's property or rights.
Water Works
To construct, maintain, improve, develop work, run, control and manage any water works, dam, reservoirs and light supply workshops and other works and convenience which the company may think directly or indirectly conducive to the main objects.
To plan, investigate, research, desgin and prepare preliminary and definite Thermal Projects Reports and Construction of Thermal Power Stations and Projects, if so required by the State Government.
Consultancy Goods
To promote, organise or carry on the business of consultancy services in any field of activities in which the Company is engaged.
Petroleum Goods
To carry on the business of pumping, driving, transporting, puritying and otherwise dealing in all types of petroleum and petroleum products and their mineral oil and establishing, operating, maintaining and running on bases, depots and pumps for the ditribution and sale of all types of petroleum and petroleum products.
Products Of Different Gases
To work, promote or acquire gas producing undertakings for producing gases, like oxygen, nitrogen, hydrogen etc. and to deal in any of the above-mentioned products and to carry on any act as buyers, sellers engineers and to take control for the erection or gas producing plants.
Timber Merchants
To carry on the business of timber merchants, saw mill proprietors, timber growers and to buy, sell, grow, prepare for market, import export and deal in timber and wood of all kinds and to manufacture and deal in articles of all kinds.
Construction activities
To construct, erect, decorate, renovate, furnish, maintain, improve, develop, run manage, and cntrol buildings, roads, and other works of civil, mechanical, sanitary, electrical and constructional engineering, such as, roadways, railways, docks, harbours, embankments, sewage, drainage etc. which are cutomarily or usually carried on in connection with the above material objects and are naturally incidental thereto.
Business of running vehicles
To carry on the business of running lorries, cranes, trucks and all types of vehicles, such as general carriers and common carriers by land, rail air and water to carry and handle goods and passengers within and outside India.
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