EXHIBIT 3.21
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Form 1
Certificate of Incorporation
[foreign text] 55-86698 [foreign text] 1919
No. 55-86698 of 19 97-98
[foreign text] 1956 (1956 [foreign text] 1)
I hereby certify that AMF BOWLING (INDIA) PRIVATE LIMITED
is this day incorporated under the Companies Act, 1956 (No. 1 of 1956) and that
the Company is limited.
Given under my hand at NEW DELHI this FIFTEENTH day of APRIL One thousand nine
hundred and NINETY SEVEN
NOTE: COMPLETE ENGLISH LANGUAGE TEXT IS DUPLICATED IN HINDI LANGUAGE THROUGHOUT
CERTIFICATE
(signature)
(SEAL)
(H.S. BAWA)
ASSTT. Registrar of Companies
N.C.T. of DELHI & HARYANA
(THE COMPANIES ACT, 1956)
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
AMF BOWLING (INDIA) PRIVATE LIMITED
I. The name of the Company is AMF Bowling (India) Private Limited.
II. The Registered Office of the Company will be situated in the National
Capital Territory of Delhi.
III. The objects for which the Company is established are:
A. The Main Objects to be pursued by the Company on its incorporation are:
1. To carry on the business of manufacturing, assembling, importing,
exporting, trading, distribution of and dealing in all kinds of Bowling
equipment, parts, components and other related products.
2. To carry on the business of owning and operating Bowling Centres in India
and abroad.
3. To carry on turnkey installation or to provide technical assistance in
installation of Bowling Centres in India and abroad.
4. To carry on the business of rendering service and maintenance of Bowling
Centres, in India and abroad.
5. To carry on the business of providing technical training of personnel in
the filed of installing and managing Bowling centres in India.
B. The Objects Ancillary or Incidental to the Attainment of Main objects are:
1. To form, incorporate or promote any Company or Companies, whether in India
or elsewhere, having amongst its or their objects the acquisition of all or
any of the assets or control, management of development of the Company or
any other objects or object which in the opinion of the Company could or
might directly or indirectly assist the Company in the management of its
business or the development of its properties or otherwise prove
advantageous to the Company and to pay all or any of the costs and expenses
incurred in connection with any such promotion or incorporation and to
remunerate any person or Company in any manner it shall think fit for
services rendered or to be rendered in obtaining subscriptions for or
placing or assisting to place or to obtain subscriptions of or for
guaranteeing the subscriptions of or for the placing of any shares in the
capital of the Company or any bonds, debentures, obligations or securities
of the Company or any stock, shares, bonds, debentures, obligations or
securities 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
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information or promotion of the Company or the conduct of its business or
in or about the promotion or formation of any other Company in which the
Company may have an interest.
2. To act as agents or brokers and as trustees for any person or company and
to undertake and perform sub-contracts and to do all or any of the above
things in any part of the world, and either as principals, agents,
trustees, contractors or otherwise, and either alone or jointly with
others, and either by or through agents sub-contractors, trustees or
otherwise.
3. To establish, settle, promote, form, undertake or to execute any public
charitable or welfare trust for the benefit of employees, ex-employees,
directors, their dependants and general public or for the developments &
advancement of any activity in the field of education, healthcare, public
welfare, science, etc. for their benefit.
4. To purchase, charter, hire, build, or otherwise acquire vehicles of any or
every sort or description for use on or under land or water or in the air
and to employ the same in the main business of the company.
5. To establish, provide, maintain and conduct or otherwise, subsidise,
research, laboratories and experimental workshops for scientific and
technical research and experiments and to undertake and carry on with all
scientific and technical research, experiments and test of all kinds and to
promote studies and research both scientific and technical investigation
and invention by providing, subsidising, endowing or assisting
laboratories, workshops, libraries, lectures, meetings and conferences and
by providing remuneration to scientific and technical professors and
teachers and by providing for the award, scholarships, prizes, grants and
bursaries to students or independent students or otherwise and to
encourage, promote and award studies, investigations, experiments, tests
and inventions of any kind that may be considered likely to assist any of
the businesses which the Company is authorised to carry on.
6. To undertake, promote and sponsor or assist any activity for the promotion
and growth of national economy and for discharging what the Directors may
consider to be social and moral responsibilities of the Company to the
public or any section of the public as also any activity which the
Directors consider likely to promote national welfare or social, economic
or moral upliftment of the public or any section of the public and in such
manner and by such means as the Directors may think fit, and the Directors
may without prejudice to the generality of the foregoing undertake, carry
out, promote and sponsor any activity for publication of any books,
literature, newspaper, etc. or for organising lectures or seminars likely
to advance these objects or for giving merit award for giving scholarships,
loans or any other assistance to deserving students or other scholars or
persons to enable them to pursue their studies or academic pursuits or
researches and for establishing conducting or assisting any institution,
fund trust etc. having any of the aforesaid objects as one of its objects,
by giving donations or otherwise in any other manner, and the Directors may
at their discretion, in order to implement any of the above mentioned
concessional value as the Directors may think fit and divest the ownership
of any property of the Company to or in favour of any Public or Local Body
or Authority or Central or State
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Government or any Public or Institutions or Trusts or Funds whose object is
rural development or upliftment as the Directors may approve.
7. To acquire and undertake the whole or any part of the business, property
and liabilities of any person carrying on any business which the company is
authorised to carry on or possession of property suitable for the purpose
of the objects of the company.
8. To apply for, purchase or otherwise, acquire any patent, patent right,
copyright, trade marks, formulate, license, lease, concessions, conferring
any exclusive or limited right to use or other information as to any
invention which may seem capable of being used for any of the purposes of
the company or the acquisition of which may directly or indirectly benefit
the company; and to use, exercise, develop or grant licenses in respect of
the property, rights, or information so acquired.
9. To enter into any arrangement with any Government or authority whether
municipal, local or otherwise or any person, that may seem conducive to the
company's objects or any of them; and to obtain from any such Government or
authority any rights, privileges and concessions which the company may
think it desirable to obtain; and to carry out, exercise and comply with
any such arrangement, rights, privileges and concessions.
10. To establish or support or aid in the establishment and support of
associations, institutions, funds, trusts, and conveniences for the benefit
of past or present employees or directors of the company or the dependants
of such persons; and to grant pensions and allowances, to make payments
towards insurance; to subscribe or guarantee money for charitable or
benevolent objects or useful objects for the general public.
11. To purchase or import, take on lease or in exchange, hire or otherwise
acquire any movable or immovable property and any rights or privileges
which the company may think necessary or convenient for the purposes of its
business and in particular any land, buildings, easements, machinery, plant
and stock-in-trade and to render leasing, consultancy and advisory services
to clients in the field of leasing.
12. To subscribe for, absolutely or conditionally or otherwise acquire and to
hold and/or dispose of shares, stocks and securities or obligations of any
other Company whether Indian or foreign.
13. To invest monies of the company, not immediately required in such manner as
may, from time to time, be thought fit subject to provisions of the Act.
14. To advance money or give credit to any person or company; to give guarantee
or indemnify for the payment of money or the performance of contracts or
obligations by any person; to secure or undertake in any way the repayment
of moneys lent or advanced to, or the liabilities incurred by any person
subject to the provisions of the Act.
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15. To borrow or secure money in such manner as the company may think fit or to
make repayment of any debt, liability, perform any contract entered into or
the issue of debentures, 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.
16. To establish subsidiary companies, amalgamate with, or enter into
partnership or into any arrangement for sharing profits, union of interest,
joint venture, reciprocal concession or co-operation with, any person or
company carrying on, engaged in, or proposing to carry on or engage in, any
business or transaction which the Company is authorised to carry on or
engage in, or which is capable of being conducted so as to, directly or
indirectly, benefit the Company, and to take or otherwise acquire and hold
shares, stock, securities, obligations or other interests in any such
person or company, and to subsidise or otherwise assist any such person or
company.
17. To remunerate any person for services rendered, or to be rendered, in
placing or assisting to place or guaranteeing the placing of any of the
shares in the company's capital or any debentures or other securities
issued by the company subject to the provision of section 314 of the Act.
18. To draw, make, accept, endorse, discount, execute, and issue promissory
notes, bill of exchange, bills of lading, and other negotiable or
transferable instruments.
19. To dispose of, to improve, manage, develop or exchange the undertaking,
property or rights of the company or any part thereof for such
consideration as the company may think fit.
20. To adopt such means of making known and advertising the business and
products of the company as may be expedient.
21. To apply for, promote, and obtain any order, regulation, or other
authorisation or enactment which may directly or indirectly benefit the
company.
22. To procure recognition of the company in any country or place outside
India.
23. To issue or allot fully or partly paid shares in the capital of the company
in payment or part payment for any movable or immovable property purchased
or otherwise acquired by the company or for any services rendered to the
company.
24. To take or hold mortgages, liens and charges to secure payment of the
purchase price, or any unpaid balance of the purchase price, of any part of
the company's property of any kind sold by the company, or any money due to
the company from buyer.
25. To pay out of the funds of the company all or any expenses which the
company may lawfully pay for services rendered for formation and
registration of the company and for promotion of any other company by it
subject to the Act.
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26. To insure any of the properties, undertakings, contracts, risk or
obligations of the company in any manner whatsoever.
27. To aid and support, any person, association, body or movement, whose object
is solution, settlement or surmounting of industrial or labour problems of
the promotion of science and technology, cultural activities, sports,
environment, rural development and other social, welfare and recreational
activities. To sponsor sports, entertainment and other leisure and
recreational activities to aid and promote the company's activities and
other interests.
28. To refer all questions, disputes or differences arising between the Company
and any other person (other than a Director of the Company) in connection
with or in respect of any matter relating to the business or affairs of the
Company to arbitration in such manner and upon such terms as the Company
and such other person may mutually agree upon in each case and such
reference to arbitration may be in accordance with the provisions of the
Arbitration Act, 1940 (10 of 1940) or the Rules of the International
Chamber of Commerce relating to arbitration, and to institute legal
proceedings or defend any proceedings and to appoint Advocates, Consultants
or Advisors in this behalf.
29. To create any depreciation fund, reserve, reserve fund, sinking fund,
insurance fund, or any special or other fund whether for repayment of
redeemable preference shares, redemption of debenture stock, for dividends,
for equalising dividends, for repairing, improving, extending and
maintaining any part of the property of the Company.
30. To open and operate any type of bank accounts with the Bank and obtain
credit facilities with or without securities for its business.
31. To train or pay for training in India or abroad of any of Company's
employees or officers or any candidate in the interest of or furtherance
of the company's objects.
32. To establish research and development centers for the business of the
Company.
33. To open retail stores and wholesalers for selling the goods manufactured or
imported by the Company and deal in as principals or as agents,
distributors or as commission agents.
34. To buy wholesale or retail, repair, alter and exchange, let on hire,
import, all kinds of articles and things which may be required for the
purpose of any of the main business or which is commonly manufactured,
imported, exported, supplied or dealt in by persons engaged in any such
business or which may seem capable of being dealt with in connection with
any of the main business.
C. The Other Objects are:
1. To engage in the business of production, buying, selling, exchange and
dealing in wholesale and in retail in handicrafts, handloom materials,
antiques, art goods, men's women's and children's clothing and apparel of
every kind, nature and description.
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2. To carry on General Insurance business including fire, marine or
miscellaneous insurance business and also issuing of policies of human
life, to act as principal agent, special agent, chief agent and ordinary
agent subject to provisions of The Insurance Act, 1938.
3. To carry on business as engineers, in all its branches, including civil,
mechanical, aeronautical, sanitary, electrical, building construction,
fabrication and consulting and also as contractors for any person or
person.
4. To carry on the business of photography, photomechanical process of
reproduction, representation, manufacture of photographic goods and
appliances, chemicals, lenses, cameras and other apparatus or scientific
goods in connection therewith and to import and export, sell or purchase
such goods.
5. To undertake and execute job orders of all kinds and descriptions.
6. To carry on the business of technical consultants in all the fields.
7. To purchase, sell, develop, take in exchange, lease hire or otherwise
acquire, whether for investment or sale, any real or personal estate
including lands, business, building, factories, mill, houses, shops,
depots, warehouses, machinery, plant, stock in trade, mineral rights,
concessions, privileges, licenses, easement or interest in or with respect
to any property whatsoever for the purpose of the Company in consideration
for a gross sum or rent or partly in one way and partly in the other or for
any other consideration and to carry on business as proprietors of flats
and buildings and to let on lease or otherwise apartments therein and to
provide for the conveniences commonly, provided in flats, suites and
residential and business quarters.
8. To carry on the business of finance and investment companies, subject to
the Banking Act and applicable laws.
9. To invest the funds of the company in any manner as is considered
appropriate including the setting up of subsidiaries, investing in the
equity of joint venture companies and to act as a financial and investment
and holding company.
10. To carry on the business of credit card.
11. To carry on the business of venture capital for all types of business
ventures and industries.
12. To carry on the business of hirers or lessors (with or without option of
purchase) of plant, machinery and goods of every description, and real
estate, interest or right therein or thereover.
13. To carry on the business as producers, importers, exporters, processors,
manufacturers, buyers, sellers, distributors, stockists agents and brokers
of coal, coke, charcoal, all types of minerals and mineral based products.
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14. To manufacture, deal in and process all kinds of medical and surgical
instruments and appliances, industrial instruments and appliances,
including meters, weighing machines and devices for indicating, recording
and regulating pressure, temperature, rate of flow, weights and levels,
scientific instruments, mathematical surveying and drawing instruments, as
well as items produced in miscellaneous mechanical and engineering
industries like plastic moulded goods, hand tools and small tools.
15. To carry on the business as manufacturers, producers, dealers, traders,
importers, stockists, distributors or agents of all types of bulbs, lamps
or tubes required or used for lighting for industrial, domestic or any
other purpose or commercial purposes and glass shells, fittings, tubes,
filaments, tungsten and molybdenum wires, caps and other material,
machineries, accessories and spares required or used for manufacture of
bulbs, lamps or tubes.
16. To carry on the business of manufacturers, fabricators, processors,
producers, growers, makers, importers, exporters, buyers, sellers,
suppliers, stockists, agents, merchants, distributors and concessionaires
of and dealers in all kinds of synthetics and chemicals including
petrochemicals and formulations thereof, inorganic chemicals, organic
chemicals, fine chemicals and mineral based chemicals.
17. To carry on the business of manufacturers, buyers, sellers, exporters of
tea, tea seed, coffee, rubber, cardamom, medicinal herbs, all types of
spices, herbs, shrubs, oils and any other produce of the soil and to
acquire or make machinery, implements and articles required to be used for
any such purposes.
18. To bring, buy, sell, prepare, convert, process, treat or manipulate in any
manner all kinds of tobacco leaves, jute, cotton, hemp, lac, cinchona,
rubber, sugarcane, beet, dal, oilseeds, vegetable products, foodgrains
and all other products of the soil.
19. To manufacture, produce, buy, sell, import, export, stock and deal in all
types of machine tools, planning machines, automatic lathe, drilling
machines, precision tools, electric motors, electrical equipment and all
other electrical items, all types of measuring instruments, electrical or
non-electrical, die castings, screws, hoists, elevators, gears, trolleys
and coaches, winches, air compressors, welders, refrigerators, domestic
washing machines, telephones, teleprinters, public address equipment,
lighting arrestors, rotavators, radar equipment, valves, resistors,
electronic equipment and instruments, conductors, magnetic materials,
transistors and allied items.
IV. The liability of the members is limited.
V. The Authorised Share Capital of the Company is Rs. 50,00,000/- (Rupees Fifty
Lakhs Only) divided into 5,00,000 (Five Lakh) Equity Shares of Rs. 10/-
(Rupees Ten each).
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We, the several persons, whose names, addresses and descriptions are hereunder
subscribed, are desirous of being formed into a Company in pursuance of these
Articles of Association and we respectively agree to take the number of shares
in the Capital of the Company set opposite to our respective names.
Name, description, Numbers of Signature Name, address,
occupation and address and type of of description, occupation
of each subscriber subscribed Subscriber and signature of
shares witness
Deep Kalra
S/o Krishan Kalra 10 Sd/- I witness the
E-369, Greater Kailash signatures of both the
Part- II subscribers who have
New Delhi - 110 048 signed in my presence
Service at New Delhi
Sanjay Chhabra
S/o Krishan Kumar 10 Sd/-
Chhabra
E-369, Greater Kailash Sd/-
Part - II R. Sridhar
New Delhi - 110 048 S/o P.G. Ramachandran
Service A5B-177A, Janakpuri
New Delhi - 110 058
Sandeep Paul 1 Sd/- Company Secretary
S/o J. M. Paul
EC-22 SFS Flats, G-8
Area,
Rajouri Garden,
P.O. Mayapuri
New Delhi - 110064
Chartered Accountant
Dated: 20 March 1997
Place: New Delhi