EXHIBIT 1.1
ICICI BANK LIMITED
BARODA
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
I N D E X
MEMORANDUM OF ASSOCIATION ... ... ... 1-6
ARTICLES OF ASSOCIATION ... ... ... 7-50
Table A Excluded ... ... ... 7
Interpretation ... ... ... 7
Preliminary ... ... ... 8
Capital ... ... ... 8
Underwriting Commission ... ... ... 11
Certificates ... ... ... 11
Calls ... ... ... 12
Forfeiture, Surrender and Lien ... ... ... 13
Transfer and Transmission of Shares ... ... ... 15
Conversion of Shares into Stock ... ... ... 17
Increase, Reduction and Alteration of Capital ... ... ... 18
Modification of Class Rights ... ... ... 19
Joint Holders 19
Borrowing Powers ... ... ... 20
Meetings ... ... ... 21
Proceedings at General Meeting ... ... ... 24
Votes of Members ... ... ... 25
Directors ... ... ... 27
Rotation of Directors ... ... ... 31
Chairman, Executive Chairman, Chairman and
Managing Director, Managing Director
Whole-time Director ... ... ... 33
Proceedings of Directors' Meetings ... ... ... 35
Powers of Directors ... ... ... 38
Minutes ... ... ... 41
The Seal ... ... ... 42
Establishment of Reserve Fund ... ... ... 42
Dividends ... ... ... 42
Capitalization ... ... ... 44
Accounts ... ... ... 45
Audit ... ... ... 46
Notices ... ... ... 47
Winding up ... ... ... 48
Secrecy Clause ... ... ... 49
Indemnity and Responsibility ... ... ... 49
ABSTRACT
OF
ARTICLES OF ASSOCIATION
OF
ICICI BANK LIMITED
Article Page
TABLE A EXCLUDED
Table A not to apply
(except as expressly provided in these presents) ... ... ... 1 7
Company to be governed by these Articles ... ... ... 2 7
INTERPRETATION
"Interpretation" Clause ... ... ... 3 7
"The Act" or "the said Act" ... ... ... 3 7
"Board", "Board of Directors" ... ... ... 3 7
"Banking Act" ... ... ... 3 7
"The Company" ... ... ... 3 7
"Directors" ... ... ... 3 7
"Financial Year" ... ... ... 3 7
"ICICI" ... ... ... 3 7
"Members" ... ... ... 3 7
"Month" ... ... ... 3 7
"The Office" ... ... ... 3 7
"These presents" ... ... ... 3 7
"The Register" ... ... ... 3 7
"The Registrar" ... ... ... 3 7
"Regulatory Agencies" ... ... ... 3 7
"Reserve Bank" ... ... ... 3 7
"The said Acts" ... ... ... 3 8
"The Seal" ... ... ... 3 8
"In Writing" or "Written" ... ... ... 3 8
Singular number ... ... ... 3 8
Gender ... ... ... 3 8
Persons ... ... ... 3 8
Expressions in the Act to bear the same meaning
in Articles ... ... ... 3 8
Marginal notes ... ... ... 3 8
PRELIMINARY
Copies of Memorandum and
Articles of Association, etc., to be furnished ... ... ... 4 8
CAPITAL
Capital ... ... ... 5 8
Power to increase or reduce capital ... ... ... 5 8
Power to issue Redeemable Preference Shares ... ... ... 5 8
Register of Members and Debenture-holders ... ... ... 6 9
Closure of Register of Members, etc. ... ... ... 7 9
Foreign Register ... ... ... 8 9
Inspection of Register of Members,
Debenture-holders, etc. ... ... ... 9 9
Extracts or Copy of Register, etc. ... ... ... 9 9
The Company to send copy of Register, etc. ... ... ... 9 9
Nature and numbering of shares ... ... ... 10 9
Shares to be numbered progressively and no share
to be subdivided ... ... ... 10 9
Restriction on allotment ... ... ... 11 9
Shares at the disposal of the Directors 12 9
Directors may allot shares as fully paid-up or
partly paid-up ... ... ... 13 10
Unclassified shares ... ... ... 14 10
Issue of shares by General Meeting ... ... ... 15 10
Acceptance of shares ... ... ... 16 10
Deposit and calls, etc., to be debt payable immediately ... ... ... 17 10
Issue of shares at a discount ... ... ... 18 10
Instalments on shares ... ... ... 19 10
Calls on shares of the same class to be on uniform basis ... ... ... 20 10
Company not bound to recognize any interest in shares
other than that of the registered holders ... ... ... 21 11
Company's funds may not be applied in purchase
of or lent on shares of the Company ... ... ... 22 11
UNDERWRITING COMMISSION
Commission for subscribing to shares ... ... ... 23 11
CERTIFICATES
Issue of certificates ... ... ... 24 11
Delivery of share certificates ... ... ... 24 11
Issue of new certificate in place of one defaced,
lost or destroyed ... ... ... 25 11
Manner of issue, renewal, etc., of certificate ... ... ... 25 11
Fractional certificates ... ... ... 26 11
CALLS
Calls ... ... ... 27 12
Call to date from resolution ... ... ... 28 12
Notice of call ... ... ... 29 12
Directors may extend time ... ... ... 30 12
Amount payable at fixed time or by instalments as calls ... ... ... 31 12
When interest on call or instalment payable ... ... ... 32 12
Partial payment not to preclude forfeiture ... ... ... 33 12
Payment in advance of calls may carry interest ... ... ... 34 12
Members not entitled to privileges of membership
until all calls are paid ... ... ... 35 13
Evidence in actions by Company against shareholders ... ... ... 36 13
FORFEITURE, SURRENDER AND LIEN
If call or instalment not paid, notice must be given ... ... ... 37 13
Form of notice ... ... ... 38 13
In default of payment, shares may be forfeited ... ... ... 39 13
Entry of forfeiture on Register of Members ... ... ... 40 13
Forfeited shares to be property of the Company
and may be sold, etc. ... ... ... 41 13
Power to annul forfeiture ... ... ... 42 13
Effect of forfeiture ... ... ... 43 14
Shareholders liable to pay money and interest
owing at the time of forfeiture ... ... ... 44 14
Certificate of forfeiture ... ... ... 45 14
Title of purchaser and allottee of forfeited share ... ... ... 46 14
Cancellation of share certificates in respect of
forfeited shares ... ... ... 47 14
Application of forfeiture provisions ... ... ... 48 14
Company's lien on shares ... ... ... 49 14
As to enforcing lien by sale ... ... ... 50 14
Application of proceeds of sale ... ... ... 51 14
Surrender of shares ... ... ... 52 14
TRANSFER AND TRANSMISSION OF SHARES
Register of transfers ... ... ... 53 15
Transfer not to be registered except on production ... ... ... 54 15
Transfer by legal representative ... ... ... 55 15
Application for transfer ... ... ... 56 15
Company's power to refuse transfer ... ... ... 57 15
Transferor liable until the transferee
entered on Register ... ... ... 58 15
Directors may refuse to register transfer ... ... ... 59 15
Notice of refusal to transferee and transferor ... ... ... 60 16
Transfer to minor, etc. ... ... ... 61 16
Custody of transfer deeds ... ... ... 62 16
Title to shares of deceased holder ... ... ... 63 16
Registration of persons entitled to shares otherwise
than by transfer (Transmission Clause) ... ... ... 64 16
Refusal to register nominee ... ... ... 65 17
Board may require evidence of transmission ... ... ... 66 17
Fee on transfer or transmission ... ... ... 67 17
The Company not liable for disregard of a
notice prohibiting registration of transfer ... ... ... 68 17
CONVERSION OF SHARES INTO STOCK
Conversion of shares into stock and reconversion ... ... ... 69 17
Transfer of stock ... ... ... 70 17
Rights of stockholders ... ... ... 71 17
Share regulations to apply ... ... ... 72 18
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
Increase of capital ... ... ... 73 18
On what conditions new shares may be issued ... ... ... 74 18
Further issue of capital ... ... ... 75 18
Shares under control of General Meeting ... ... ... 76 18
Same as original capital ... ... ... 77 19
Reduction of capital ... ... ... 78 19
Division and subdivision of shares ... ... ... 79 19
Directors' discretion regarding subdivision ... ... ... 80 19
MODIFICATION OF CLASS RIGHTS
Power to modify right of different classes of shareholders
and the rights of dissentient shareholders ... ... ... 81 19
JOINT-HOLDERS
Joint-holders ... ... ... 82 19
Company may refuse to register more than three persons ... ... ... 82 19
Joint and several liability for all payments in respect
of shares ... ... ... 82 19
Title of survivors ... ... ... 82 19
Receipt of one joint-holder sufficient ... ... ... 82 20
Delivery of certificates and giving notice to first-named
holder ... ... ... 82 20
Votes of joint-holders ... ... ... 82 20
BORROWING POWERS
Power to borrow ... ... ... 83 20
Bonds, debentures, etc., to be subject to the control
of Directors ... ... ... 84 20
Securities may be assignable free from equities ... ... ... 85 21
Issue of bonds, debentures, etc., at discount, etc.,
or with special privilege ... ... ... 86 21
Mortgage of uncalled capital ... ... ... 87 21
Register of charges ... ... ... 88 21
MEETINGS
Annual General Meeting ... ... ... 89 21
Extraordinary General Meetings ... ... ... 90 21
Calling of Extraordinary General Meetings ... ... ... 91 21
Notice of Meeting ... ... ... 92 22
Contents and manner of service of notice and
persons on whom it is to be served ... ... ... 93 22
Omission to give notice not to invalidate the
proceedings at the meeting ... ... ... 93 22
Business at the Annual General Meeting ... ... ... 94 23
Explanatory Statement to be annexed to the notice ... ... ... 94 23
Ordinary and Special Resolutions ... ... ... 95 23
Resolutions requiring Special Notice ... ... ... 96 23
PROCEEDINGS AT GENERAL MEETING
Quorum at General Meeting ... ... ... 97 24
Business confined to election of Chairman whilst
Chair vacant ... ... ... 98 24
Chairman of General Meeting ... ... ... 99 24
Proceedings when quorum not present ... ... ... 100 24
Adjournment of meeting ... ... ... 101 24
What is to be evidence of the passing of
resolution where poll not demanded ... ... ... 102 24
Demand for poll ... ... ... 103 24
Time of taking poll ... ... ... 104 24
Right of Member to use his votes differently ... ... ... 105 25
Scrutineers at poll ... ... ... 106 25
Manner of taking poll and result thereof ... ... ... 107 25
Motion how decided in case of equality of votes ... ... ... 108 25
Demand for poll not to prevent transaction
of other business ... ... ... 109 25
Minutes of General Meeting ... ... ... 110 25
Inspection of Minutes Books ... ... ... 111 25
Copies of Minutes ... ... ... 112 25
VOTES OF MEMBERS
Votes ... ... ... 113 25
Voting by Members of unsound mind ... ... ... 114 25
Voting by Body Corporates ... ... ... 115 25
Votes in respect of shares of deceased Members ... ... ... 116 26
Qualification of proxy ... ... ... 117 26
Votes may be given by proxy or attorney ... ... ... 118 26
Execution of instrument of proxy ... ... ... 119 26
Deposit of instruments of appointment and inspection ... ... ... 120 26
Custody of the instrument ... ... ... 121 26
Validity of votes given by proxy notwithstanding
death of Member, etc. ... ... ... 122 27
Time for objections to votes ... ... ... 123 27
Chairman of any meeting to be the judge of
validity of any vote ... ... ... 124 27
Equal rights of Members ... ... ... 125 27
DIRECTORS
Number of Directors ... ... ... 126 27
First Directors ... ... ... 127 27
Non-rotational Directors ... ... ... 128 27
Debenture Director ... ... ... 129 27
Alternate Director ... ... ... 130 28
Share qualification ... ... ... 131 28
Remuneration of Directors ... ... ... 132 28
Directors, not bona fide residents of the place where a
meeting is held, may receive extra compensation ... ... ... 133 28
Extra remuneration to Directors for special work ... ... ... 134 28
Additional Director ... ... ... 135 28
Casual vacancy ... ... ... 136 28
Directors may act notwithstanding vacancy ... ... ... 137 28
Office of Directors becoming vacant ... ... ... 138 29
Period from which disqualification to take effect ... ... ... 138 29
Disclosure of interest by Director ... ... ... 139 29
Interested Director not to participate or vote in
Board Meetings ... ... ... 140 30
Directors may be Directors of companies promoted
by the Company ... ... ... 141 30
Disclosures by Director on appointment ... ... ... 141 31
Register of Directors, etc. ... ... ... 141 31
Director to give notice of his shareholdings ... ... ... 141 31
Disclosure by Director of interest in any other
company, etc. ... ... ... 141 31
ROTATION OF DIRECTORS
Directors to retire annually how determined ... ... ... 142 31
Which Directors to retire ... ... ... 143 31
Re-election ... ... ... 144 31
Company to fill up vacancy ... ... ... 145 31
Retiring Directors to remain in office till
successors appointed ... ... ... 146 31
Appointment of Directors to be voted on individually ... ... ... 147 32
Company may increase or reduce the number of Directors ... ... ... 148 32
Right of persons other than retiring Directors to
stand for Directorship ... ... ... 149 32
Removal of Directors ... ... ... 150 33
CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR -
MANAGING DIRECTOR - WHOLE-TIME DIRECTOR
Board may appoint Chairman, Managing
Director(s) or Whole-time Director(s) ... ... ... 151 33
What provisions they will be subject to ... ... ... 151 34
Remuneration of Managing or Whole-time Director(s) ... ... ... 151 34
PROCEEDINGS OF DIRECTORS' MEETINGS
Meeting of Directors ... ... ... 152 35
When meeting to be convened ... ... ... 153 35
Notice of meetings ... ... ... 154 35
Quorum and its competence to exercise powers ... ... ... 155 35
Procedure where meetings adjourned for want of quorum ... ... ... 156 35
Directors may appoint Committees ... ... ... 157 35
Meetings of Committees how to be governed ... ... ... 158 36
Chairman to preside over meetings of Board ... ... ... 159 36
Questions at Board Meetings to be decided ... ... ... 159 36
Powers to be exercised at meeting ... ... ... 160 36
Certain powers to be exercised by Board at meeting only ... ... ... 161 36
Consent of the Company necessary for exercise
of certain powers ... ... ... 162 37
Acts of Board or Committees valid notwithstanding
defect of appointment ... ... ... 163 37
Resolution by circular ... ... ... 164 37
Reconstitution of the Board ... ... ... 165 37
POWERS OF DIRECTORS
General powers of Company vested in Directors ... ... ... 166 38
Specific powers given to Directors ... ... ... 167 38
To pay costs of incorporation ... ... ... 167 38
Seal abroad ... ... ... 167 38
Acquiring properties, rights, etc. ... ... ... 167 38
To pay for property ... ... ... 167 38
To insure properties ... ... ... 167 38
To open bank accounts ... ... ... 167 38
To secure contracts by mortgage ... ... ... 167 38
To attach conditions ... ... ... 167 39
To accept surrender of shares ... ... ... 167 39
To appoint trustees ... ... ... 167 39
To institute, act, conduct legal proceedings ... ... ... 167 39
To refer to arbitration ... ... ... 167 39
To act in matters of bankruptcy and insolvency ... ... ... 167 39
To give receipts ... ... ... 167 39
To determine who shall be entitled to sign on
Company's behalf ... ... ... 167 39
To invest moneys ... ... ... 167 39
To give security by way of indemnity ... ... ... 167 39
To give interest in particular business or
transaction, etc. ... ... ... 167 39
To provide for the welfare of employees, etc. ... ... ... 167 39
To subscribe to charitable funds ... ... ... 167 40
To establish revenue fund ... ... ... 167 40
To appoint officers, etc. ... ... ... 167 40
To ensure compliance of local laws ... ... ... 167 40
To establish Local Boards ... ... ... 167 40
To appoint attorneys ... ... ... 167 41
Delegation of powers ... ... ... 167 41
Subdelegation of powers ... ... ... 167 41
To enter into contracts ... ... ... 167 41
Provisions of the Act to be complied with by Directors ... ... ... 168 41
MINUTES
Minutes of proceedings of Board of
Directors and Committees ... ... ... 169 41
By whom Minutes to be signed and effect thereof ... ... ... 170 42
THE SEAL
The Seal, its custody and use ... ... ... 171 42
ESTABLISHMENT OF RESERVE FUND
Reserve funds ... ... ... 172 42
DIVIDENDS
Division of profit ... ... ... 173 42
Capital paid up in advance at interest not
to earn dividend ... ... ... 174 42
Dividends in proportion to amount paid up ... ... ... 175 42
Declaration of dividend and writing off
capitalized expenses ... ... ... 176 42
Power to declare dividend without writing off ... ... ... 176 42
The Company in General Meeting may
declare a dividend ... ... ... 177 42
No larger dividend than recommended by Directors, etc. ... ... ... 178 43
Interim dividend ... ... ... 179 43
Retention of dividends ... ... ... 180 43
No Member to receive dividend whilst indebted to the Company
and Company's right of reimbursement thereof ... ... ... 181 43
Transfer of shares must be registered ... ... ... 182 43
Dividends how remitted ... ... ... 183 43
Unclaimed dividends ... ... ... 184 43
Dividend and call together ... ... ... 185 44
Special provision in reference to dividend ... ... ... 186 44
CAPITALIZATION
Capitalization ... ... ... 187 44
ACCOUNTS
Accounts ... ... ... 188 45
Furnishing of statement of accounts and reports ... ... ... 189 45
Form and contents of Balance Sheet and Profit
and Loss Account ... ... ... 190 45
Authentication of Balance Sheet and other documents -
copies thereof to be sent to Members ... ... ... 191 45
Copies of Balance Sheet, Profit and Loss Account
and Auditors' Report shall be filed with the
Registrar ... ... ... 192 46
AUDIT
Accounts to be audited ... ... ... 193 46
Appointment and qualification of Auditors ... ... ... 194 46
Branch audit ... ... ... 195 46
Remuneration of Auditors ... ... ... 196 46
Auditors: their Report, powers and duties ... ... ... 197 46
Auditors' right to attend meetings ... ... ... 198 47
Additional information in Auditors' Report ... ... ... 199 47
Reasons for qualifications in Auditors' Report ... ... ... 200 47
No qualifying remark in Auditors' Report for
non-disclosure of certain information ... ... ... 201 47
Accounts when audited and approved to be conclusive
except as to errors discovered within three months ... ... ... 202 47
NOTICES
Notice ... ... ... 203 47
Notice on Members having no registered address ... ... ... 204 47
Notice on persons acquiring shares on death or
insolvency of Member ... ... ... 205 48
Persons entitled to notice of General Meetings ... ... ... 206 48
Notice by Company and signature thereto ... ... ... 207 48
Transferee, etc., bound by prior notices ... ... ... 208 48
Notice valid though Member deceased ... ... ... 209 48
WINDING UP
Winding up ... ... ... 210 48
Distribution of assets ... ... ... 211 48
Distribution in specie or kind ... ... ... 212 48
Right of shareholders in case of sale ... ... ... 213 49
SECRECY CLAUSE
Secrecy clause ... ... ... 214 49
INDEMNITY AND RESPONSIBILITY
Directors' and others' right to indemnity ... ... ... 215 49
COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
ICICI BANK LIMITED
I. The name of the Company is ICICI BANK LIMITED.
II. The Registered Office of the Company will be situated in the State of
Gujarat.
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 establish and carry on business of banking in any part of India or
outside India.
2. To carry on the business of accepting, for the purpose of lending or
investment, of deposits of money repayable on demand or otherwise and
withdrawable by cheque, draft, order or otherwise.
3. To borrow, raise or take up money, lend or advance money with or without
interest either upon or without security.
4. To draw, make, execute, issue, endorse, negotiate, accept, discount, buy,
sell, collect and deal in bills of exchange, hundies, promissory notes,
coupons, drafts, bills of lading, railway receipts, warrants, debentures,
bonds, mortgage-backed securities, letters of credit or obligations,
certificates, scrips and other instruments and securities whether transferable
or negotiable or mercantile or not.
5. To grant and issue letters of credit, traveller's cheques and circular
notes, buy, sell and deal in bullion and specie.
6. To receive all kinds of bonds, scrips or valuables on deposit or for safe
custody or otherwise, provide safe deposit vaults, collect and transmit money,
negotiable instruments and all securities.
7. To buy, acquire, issue on commission, deal, sell, dispose of, exchange,
convert, underwrite, subscribe, participate, invest in and hold whether on its
own account or on behalf of any person, Body Corporate, company, society, firm
or association of persons whether incorporated or not, shares, stocks, funds,
debentures, debenture stocks, units, promissory notes, bills of exchange,
bonds, warrants, participation certificates or participation units, other money
market or capital market instruments, obligations and securities and
investments of all kinds issued or guaranteed by any government, state,
dominion, sovereign body, commission, public body or authority, supreme, local
or municipal or company or body, whether incorporated or not or by any person
or association.
8. To act as foreign exchange dealer and to buy, sell or otherwise deal in all
kinds of foreign currencies including foreign bank notes, foreign currency
options, forward covers, swaps of all kinds and to transact for itself or on
behalf of any person, Body Corporate, company, society, firm or association of
persons whether incorporated or not, all transactions in foreign currencies.
9. To carry on the activities of bill discounting, rediscounting bills,
marketing, factoring, dealing in commercial paper, treasury bills, certificate
of deposits and other financial instruments.
10. To act as agents for any government or local authority or any other person
or persons, carry on agency business of any description including clearing and
forwarding of goods, give receipts and discharges and otherwise act as an
attorney on behalf of customers, but excluding the business of a managing agent
or secretary and treasurer of a company.
11. To contract for public and private loans and advances and negotiate and
issue the same.
12. To form, constitute, promote, act as managing and issuing agents, brokers,
sub-brokers, prepare projects and feasibility reports for and on behalf of any
company, association, society, firm, individual and Body Corporate.
13. To carry on and transact every kind of guarantee and indemnity business.
14. To undertake and execute trusts and the administration of estates as
executor or trustee.
15. To act as Registrar and Transfer Agents and Registrar to the Issue, Issue
Agents and Paying Agents.
16. To provide custodial and depository services and to do all such things as
may be advised, permitted or required for this purpose.
17. To effect, insure, guarantee, underwrite, participate in managing and
carrying out of any issue, public or private, of state, municipal or other
loans or of shares, stock, debentures or debenture stock of any company,
corporation or association and the lending of money for the purpose of any such
issue.
18. To issue debit or credit cards to customers or any other person.
19. To provide or assist in obtaining, directly or indirectly, advice or
services in various fields such as management, finance, investment, technology,
administration, commerce, law, economics, labour, human resources development,
industry, public relations, statistics, science, computers, accountancy,
taxation, fund management, foreign exchange dealings, quality control,
processing, strategic planning and valuation.
20. To do any other form of business which the Government of India may specify
as a form of business in which it is lawful for a banking company to engage.
B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS:
21. To establish, maintain and operate electronic teller machines for carrying
on any of the banking businesses.
22. 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
authorized to carry on or possession of property suitable for the purposes of
the objects of the Company.
23. To manage, sell and realize any property which may come into the possession
of the Company in satisfaction or part satisfaction of any of its claims.
24. To acquire and hold and generally deal with any property or any right,
title or interest in any such property which may form the security or part of
the security for any loan or advance or which may be connected with any such
security.
25. To establish and support or aid in the establishment and support of
associations, institutions, funds, trusts, schools, hospitals, guest-houses,
clubs and conveniences which may be considered to benefit employees or
ex-employees of the Company or the dependents or connections of such persons or
any other persons, natural or judicial, granting pensions and allowances and
making payments towards insurance, subscribing to or guaranteeing moneys for
charitable or benevolent objects or for any exhibition or for any public,
general or useful object.
26. To aid and support any person, association, body or movement whose object
is solution, settlement or surmounting of industrial or labour problems or the
promotion of industry, trade or business of the Company or for the promotion of
science and technology, cultural activities, sports, environment, rural
development and other social and welfare activities.
27. To acquire, construct, maintain and alter any building or work necessary or
convenient for the purpose of the Company.
28. To sell, improve, manage, develop, exchange, lease, mortgage, dispose of or
turn into account or otherwise deal with all or any part of the property and
rights of the Company.
29. To acquire by purchase, lease or otherwise any premises for the
construction and/or establishment of a safe-deposit vault or vaults and to
maintain therein fire-proof and burglar-proof strong rooms, safes and other
receptacles for deeds, securities, documents, money, jewellery and valuables of
all kinds.
30. To procure the registration, incorporation or recognition of the Company
under the laws or regulations of any other place outside India and to pay all
costs, charges and expenses incurred or sustained in or about the promotion,
incorporation and establishment of the Company or which the Company shall
consider to be preliminary, out of the funds of the Company.
31. To promote or procure incorporation, formation or setting up of concerns
and undertakings whether as company, Body Corporate, partnership or any other
association of persons for engaging in any business and 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 any other Company by it,
subject to the provisions of the Act.
32. To develop and promote new financing instruments of all kinds whether for
the capital or money markets.
33. To acquire and undertake the whole or any part of the business of any
person or company, when such business is of a nature enumerated or described
hereunder.
34. To commence and carry on activities with a view to encourage savings and
investments and participations in income, profits and gains accruing to the
Company from the acquisition, holding, management and disposal of securities.
35. To place deposits, keep money with security or otherwise either for or
without interest with any person, company, bank, financial and other
institution, trust, corporation, local authority, government, cooperative
society, HUF or other body (whether incorporated or not).
36. To acquire, hold, manage, buy, sell, exchange, mortgage, charge, lease,
license or grant any right or interest in, over or upon any movable or
immovable property of any kind, including contingent and reversionary interest
in any property.
37. To carry on activities of holding any charter or sponsoring any Act of
Legislation and/or to acquire any privilege, monopoly, licence, patent or other
right, power from any government or parliament or from any local or any other
authority in India or elsewhere and to exercise any powers, rights, or
privileges so obtained and in the matters and for the purposes aforesaid to act
solely or jointly with any other person, corporation or body and to apply for
registration and act as accredited investment advisers to any mutual fund, unit
trust with any regulatory authority in India or elsewhere.
38. To apply for and become member of any trade association, commodity
exchange, clearing-house, society, company, management association or any other
association, professional body, stock exchange, depository trust company
whether it be in India or elsewhere and to communicate with various chambers of
commerce and other mercantile and public bodies in India or elsewhere, concert
and promote measures for the protection and/or promotion of the Company's
trade, industry and persons engaged therein.
39. To apply for, purchase or otherwise acquire, protect and renew in India or
elsewhere, patents, licences, concessions, patent rights, trade marks, designs,
conferring any exclusive or non-exclusive or limited rights to their use of any
secret or other information regarding any invention, research which may seem
capable of being used for any purpose of the Company and to use, develop or
grant licence in respect thereof or otherwise turn to account the rights or
information so acquired and expend money in improving any such patents, rights
or inventions.
40. To enter into agreements, contracts for, undertake or otherwise arrange for
receiving, mailing or forwarding any circular, notice, report, brochure,
material, article and thing belonging to any company, corporation, firm,
institution or person or persons by means of delivery by hand or otherwise.
41. To purchase, take on lease or licence or in exchange, hire or otherwise
acquire any immovable or movable property, rights or privileges which the
Company may think necessary or convenient for any business of the Company and
to develop and turn to account and deal with the same and, in particular, any
land, tenements, buildings and easements in such manner as may be thought
expedient and to construct, reconstruct, maintain and alter any immovable or
movable property or works necessary or convenient for the purpose of the
Company and to pay for the same either in cash or in shares or securities or
otherwise and to sell, let, lease or under lease or otherwise dispose of or
grant right over any movable or immovable property belonging to the Company.
42. To manage land, buildings and other property both movable and immovable and
to collect rents and income and to supply to tenants, users and occupiers,
attendants, servants, waiting-rooms, reading rooms and other conveniences and
services as may be necessary.
43. To apply for, promote and obtain any order, directive, instruction,
regulation, ordinance and other authorization or enactment of the Central or
any state government or any other authority for enabling the Company to put any
of its objects to effect or for effecting any modification or change in any of
the Company's business or constitutions and to oppose any bill, statute, rule,
regulation, guideline, proceeding or application which may seem to prejudice
the Company's business or interests.
44. To open, maintain, operate and close account or accounts with any firm or
company or with any bank or banks or financial institutions or other financiers
and to pay or earn interest and to withdraw money from such account or
accounts.
45. To train or pay for the training in India or abroad of any of the Company's
employee or any person in the interest of or in furtherance of the Company's
objects.
46. To enter into any arrangement with any government or government departments
or authorities or any authority that may seem conducive to the attainment of
the Company's objects and to obtain from any such government or government
departments or authorities any right, privilege, licence and concession
neceessary or desirable to obtain and to carry out, exercise, use or comply
with any such arrangement, right or privilege or concession.
47. Subject to the provisions of the Companies Act, 1956, to distribute any of
the Company's property amongst the Members of the Company.
48. To provide for and furnish or secure to any Member or customer of the
Company or to any subscriber to or purchasee or possessor of any publication of
the Company or of any coupon or ticket, issued with any publication of the
Company, any convenience, advantage, benefit or special privilege, which may
seem expedient or necessary, either gratuitously or otherwise.
49. To sell, improve, manage, develop, exchange, lease, give on licence,
mortgage, dispose of, or transfer business, property and undertakings of the
Company or any part thereof with or without any consideration which the Company
may deem fit to accept for attaining the main objects of the Company.
50. To provide for the welfare of employees or ex-employees of the Company or
its predecessors in business and the spouse, widow or widower, father
(including stepfather), mother (including stepmother), brother (including
stepbrother), sister (including stepsister), son (including stepson), daughter
(including stepdaughter), son's widow, daughter's widower, deceased son's
children, deceased daughter's children or the dependents of such employees or
ex-employees by building or contributing to the building of houses or dwellings
or by grant of money, pensions, allowances, bonus or other payments or by
building or<+>contributing to the building of houses or dwelling or by creating
and from time to time subscribing or contributing to provident funds and other
associations, institutions, funds or trusts and by providing or subscribing or
contributing towards places of instruction and recreation, hospitals and
dispensaries, medical and other attendances and to subscribe to, contribute to
or otherwise assist charitable, benevolent, national and/or other institutions
or objects.
51. To establish, hold or conduct competitions in respect of contribution or
information suitable for insertion in any publications of the Company or
otherwise for any of the purposes of the Company and to offer and grant prizes,
rewards and premiums of such character and on such terms as may be expedient.
52. To refer to or agree to refer any claim, demand, dispute or any other
question by or against the Company or in which the Company is interested or
concerned and whether between the Company and third parties, to arbitration and
to observe and perform and do all acts, matters and things necessary to carry
out or enforce the awards.
53. To enter into partnership or into any arrangement for joint ventures in
business for sharing profits, union of interest, lease, licence or otherwise,
reciprocal concession or cooperate with any person, firm or company or to
amalgamate with any person, firm or company carrying on or proposing to carry
on any business.
54. To form, promote, subsidize, organize, assist, maintain and conduct or aid
in forming, promoting, subsidizing, organizing, assisting, maintaining research
laboratories, experimental workshops or conducting studies, research, aiding
tests and experiments on scientific, technical, economic, commercial or any
other subject and undertake all types of technical, economic and financial
investigations and aid or assist or enter into partnership with any
institution, university, company, partnership firm or person or persons
undertaking or conducting such research, study and provide, subsidize, endow,
assist in laboratories, workshops, libraries, meetings, lectures and
conferences and by providing for the remuneration of professors or teachers on
any subject and by providing for the awards, exhibitions, scholarships, prizes
and grants to students or otherwise and generally to encourage, promote and
reward studies, researches, investigations, experiments, tests and inventions
of any kind.
55. To establish and maintain branches and agencies at any place or places in
India or other parts of the world for the conduct of the business of the
Company or for the purposes of enabling the Company to carry on its business
more efficiently and to exercise all or any of its corporate powers, rights and
privileges and to conduct its business in all or any of its branch in the Union
of India and in any or all states, territories, possessions, colonies and
dependencies and to discontinue and reconstitute any such offices, branches or
agencies.
56. To enter into any contract or arrangement for more efficient conduct of the
business of the Company or any part thereof and to subcontract any such
contract or arrangement.
57. To adopt such means of making known and advertising the business and
products of the Company as may be expedient.
58. To issue or allot fully or partly-paid shares in the capital of the Company
in payment or part payment of any movable or immovable property purchased or
otherwise acquired by the Company or any services rendered to the Company.
59. To insure any of the property, undertaking, contract, risk or obligation of
the Company in any manner whatsoever.
60. To make donations either in cash or in kind for such objects or causes as
may be directly or indirectly conducive to any of the Company's objects or
otherwise expedient.
61. To do all or any of the object set out herein as are incidental or as may
be thought conducive to the promotion or advancement of the business of the
Company or attainment of the objects of the Company or any of them in India or
elsewhere either as principal, agent, trustee, contractor, and either along or
in conjunction with others and either by or through agents, contractors,
trustees or otherwise and to carry on business which may seem to the Company
capable of being conveniently carried on or which is calculated directly or
indirectly to enhance the value of or render profitable any of the Company's
property or right.
62. To open, establish, maintain and operate currency chests and small coin
depots on such terms and conditions as may be required by the Reserve Bank of
India established under the Reserve Bank of India Act, 1934 and enter into all
administrative or other arrangements for undertaking such functions with the
Reserve Bank of India.
63. To do all such other things as are incidental or conducive to the promotion
or advancements of the business of the Company.
And it is hereby declared that :
(i) the word "company", save when used in reference to this Company in
these presents, shall be deemed to include any partnership or other body of
persons, whether or not incorporated and whether domiciled in India or
elsewhere;
(ii) the several sub-clauses of this clause and all the powers thereof are
to be cumulative and in no case is the generality of any one sub-clause to be
narrowed or restricted by any particularity of any other sub-clause nor is any
general expression in any sub-clause to be narrowed or restricted by any
particularity of expression in the same sub-clause or by the application of any
rule of construction ejusdem generies or otherwise;
(iii) the term "India", when used in this clause unless repugnant to the
context, shall include all territories, from time to time, comprised in the
Union of India;
(iv) the Company shall have full power to exercise all or any of the powers
conferred by these presents in India and/or any part of the world.
IV. The liability of the Members is limited.
V. The authorised capital of the Company shall be Rs.1900,00,00,000 divided
into 155,00,00,000 shares of Rs.10 each and 350 shares of Rs.1 crore each
with rights, privileges and conditions attached thereto as are provided by
the Articles of Association of the Company for the time being 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 and to attach
thereto respectively such preferential, cumulative, convertible,
guarantee, qualified or other special rights, privileges, conditions or
restrictions, as may be determined by or in accordance with the Articles
of Association of the Company for the time being and to vary, modify or
abrogate any such right, privilege or condition or restriction in such
manner as may for the time being be permitted by the Articles of
Association of the Company or the legislative provisions for the time
being in force.
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 our respective names :
No. of Shares
Sr. Name of the Subscriber Address & Occupation taken by each
No. and Signature of each Subscriber Subscriber Witness
1. Narayanan Vaghul 1301, Radhika 100
S/o. V. Narayanan Off Sayani Road (One Hundred)
Sd/- Prabhadevi
Chairman Mumbai 400 025
ICICI Banker
2. Parampally Vasudeva Maiya Flat No. 172-B 100
S/o. P. Ganapayya Maiya Jolly Maker Apartments I (One Hundred)
Sd/- Cuffe Parade
Executive Director Mumbai 400 005
SCICI Bank Executive
3. Lalita Dileep Gupte 153-C, Mhaskar Building 100
W/o. Dileep Gupte Opp. Ruia Building (One Hundred)
Sd/- Sir Balachander Road
Chief General Manager Matunga
ICICI Mumbai 400 019
Company Executive
4. Girish Sumanlal Mehta A-6, ICICI Apartments 100
S/o. Sumanlal Mehta P. Balu Marg (One Hundred)
Sd/- Prabhadevi
Company Secretary Mumbai 400 025
ICICI Company Executive
5. Shashikant Harilal Bhojani A-73, Ocean Gold 100
S/o. Harilal Bhojani Twin Tower Lane (One Hundred)
Sd/- Prabhadevi
Corporate Legal Advisor Mumbai 400 025
ICICI Company Executive
6. Sethumadhava Rao Ragothama C-22, ICICI Apartments 100
S/o. K. Sethumadhava Rao P. Balu Marg (One Hundred)
Sd/- Prabhadevi
Deputy General Manager Mumbai 400 025
ICICI Company Executive
7. Kalpana Morparia A-13, Ocean Gold 100
W/o. Jaisingh Morparia Twin Tower Lane (One Hundred)
Sd/- Prabhadevi
Assistant General Manager Mumbai 400 025
ICICI Company Officer
Total number of shares taken: 700
(Seven Hundred
Equity Shares)
Dated this 22nd day of December, 1993.