EXHIBIT 4.2
THE COMPANIES ACT, 1956
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
REDIFF.COM INDIA LIMITED
I. The name of the Company is REDIFF.COM INDIA LIMITED. (@)
II. The Registered Office of the Company will be situated in the State of
Maharashtra.
III. The Main Objects of the Company is established are:
A. THE MAIN OBJECTS WHICH THE COMPANY WILL PURSUE ON ITS INCORPORATION
ARE:
1. To carry on and undertake the business of providing on line
information services in various languages via electronic and other
forms of communication for local and other subscribers in India
and abroad and to deal in all materials connected therewith. (@)
B. OBJECTS INCIDENTAL OR ANCILLARY TO ATTAINMENT OF THE MAIN OBJECTS:
1. To deal in export, import, buy, sell and or otherwise deal,
manufacture, develop in or carry on business in raw materials,
semi finished material or finished material, software, used or
useful in connection with publication of Electronic Data/Computer
Floppies/disks/cassettes and printing of books, newspaper,
journal, magazines, periodicals, directories souvenirs, year
books, etc.
2. To carry on and undertake the business of publishers of dailies,
weeklies, fortnightly, newspapers, periodicals, journals,
magazines, directories, souvenirs, year books and other literary
works in the Electronic and other forms in any language and on any
subject and marketing including exports markets sell/distribute
such published items to subscribers in India & abroad.
3. To work as Consultants on Marketing, Advertising and Publicity and
Sales Promotion and undertake such work on behalf of Companies,
Corporations, Local Authorities, Government or any other
Customers.
4. To undertake all type of work in the area of Public Relations,
Press Relations and Editorial Publicity.
@ Amended vide Resolution passed at the Annual General Meeting held on
13th August 1999
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5. To plan and carry out training and Educational Programmes within
the areas of Advertising Publicity, Marketing, Mass Communications
and the applied Arts.
6. To organise Meetings and classes, Conferences and competitions to
ascertain the popularity of the products on their own or on their
own or on behalf of the customers, to organise door-to-door
publicity and train personnel for the same.
7. To assist customers in their Sales Promotion, Market Research
Programmes, Recruitment of personnel furnishing with advertisement
and Publicity layouts, write-ups and other materials necessary for
effective Sales Promotion.
8. Generally to carry on business as Advertisers, Publishers,
Canvassers etc. and to undertake all such work which falls within
the purview of modern methods of advertising publicity propaganda,
mass communication, marketing including exports market and the
applied Arts.
9. To employ Artists, Authors, Photographers and other personnel
required for the efficiently carrying out the objects of the
Company and to remunerate them from time to time, to enter into
Agreements with them laying down the terms and conditions of
employment, remuneration, etc. etc.
10. To receive money on deposit, merely for the purpose of financing
the Company's business on interest or otherwise and to lend and
advance money and give credit to such persons and on such terms as
may seem expedient and in particular to customers and others
having dealing with the Company and to guarantee the payment of
money or the performance of any obligation or contract.
11. To lend money with or without security to such companies, firms or
persons, and on such terms as may seem expedient and in particular
to customers of and others having dealings with the Company and to
guarantee the performance of contracts by any persons, firms or
companies. Provided that the Company shall not carry on the
Banking business as defined under the Banking Companies Act.
12. To borrow or raise or secure the payment of money in such manner
as the company shall think fit and in particular by the issue of
debentures or debenture stock, perpetual or otherwise, charged
upon all or any of the company's property (both present and
future), including its uncalled capital and to purchase, or
redeem, any such securities.
13. To guarantee the payment or repayment of any money or performances
of any contracts or obligations by any person, firm or company,
including such companies which are or may come under the
management or control
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of the Company, and also to give guarantee in respect of any
financial arrangement that may be made by or on behalf of such
Company and if thought fit to secure or support such guarantee by
mortgage, pledge or hypothecation of any properties of the Company
or to mortgage, pledge or hypothecate any properties of the
Company as security for any advance to be made to, or any debits
or obligations of any person, firm or company.
14. To draw, make, accept, endorse, discount, execute and issue
promissory Notes, Bills of Exchange, Bills of Lading, Warrants,
Debentures and other negotiable or transferable instruments.
15. To invest or otherwise deal with the funds Company and from time
to time to vary or realise such investments.
16. To remunerate the servants of the Company and others out of and in
proportion to the profits of the Company or otherwise as the
Company may think fit.
17. To remunerate any person or company for services rendered or to be
rendered in acting as trustees for debentures or debenture stock
holders or placing or assisting to place or guarantee the placing
of any of the shares in the Company's capital, or any debentures,
debenture stock or other securities of the Company in or about the
formation or promotion of the Company or the conduct of its
business or for guaranteeing payment of such debentures or
debenture stock and interest.
18. To appoint attorneys and agents whether by commission or otherwise
and constitute agencies and sub-agencies of the Company in India
or elsewhere.
19. To allot shares in this Company to be considered as fully or
partly paid up in payment for any property of whatever description
which the Company may acquire or in exchange of services rendered
or technical know-how or goodwill.
20. To adopt such means of making known to the public the business of
the Company as may seem expedient and in particular by advertising
in the press, by circulars and by publication of books and
periodicals.
21. To apply for and to acquire any statutory or other powers, rights
or concessions.
22. To provide public or private amusements and entertainments upon
any property of the Company.
23. To acquire or construct, work, maintain, alter, use, deal with and
to sell, let or dispose of any property and/or interest.
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24. To acquire and undertake and to work the whole or any part of the
business, property and liabilities of any person, firm or company
carrying on (or in the case of a company formed to carry on) any
business which the company is authorised to carry on, or possessed
of property suitable for the purposes of this company.
25. To enter into partnership or into any agreement for sharing,
profits, union of interests, co-operation, joint adventure,
reciprocal concession, or otherwise with any person, firm or
company carrying on or engaged in or about to carry on or engage
in any business or transaction which this company is authorised to
carry on or engage in any business or transaction capable of being
conducted so as directly or indirectly to benefit this company and
to take, subscribe for or otherwise acquire shares, debentures,
and securities of any such company and to hold, sell, re-issue
with or without guarantee or otherwise deal with the same.
26. To acquire from any supreme, municipal, local or other Government
or Authority or from any body or person any concession, charter,
contract, right or privilege which may seem desirable for the
furtherance of any object of the company and to make any
arrangement which may seem desirable for the last named purpose
with any such Government, Authority, body or person and to comply
with, work, sell or otherwise turn to account any such concession,
charter, contract, right or privilege.
27. To sell, improve, manage, work develop, exchange, lease, mortgage,
charge hypothecate, enfranchise, dispose of, turn to account or
otherwise deal with all or any part of the property and rights of
the company.
28. To carry on any other trade or business of any description
whatsoever (manufacturing, trading or otherwise) which may seem to
the company capable of being advantageously or conveniently
carried on including manufacturing of Capital or Consumers Goods
in connection with business of the Company or otherwise
calculated, directly or indirectly, to enhance the value of any of
the Company's property and rights for the time being or to promote
the interests of the company.
29. To amalgamate with any other company having objects altogether or
in part similar to those of this Company.
30. To do all or any of the above things as principals, agents,
contractors, trustees, or otherwise, and by or through trustees,
agents or otherwise, and either along or in conjunction with
others, and to establish agencies or branches for the purposes of
the Company's business in such place or places as may be
considered necessary, and to transact general agency business.
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31. To establish and support or to aid in the establishment and
support of associations, institutions, funds, trusts and
conveniences calculated to benefit employees or ex-employees of
the Company or its predecessors in business or the relative or
dependents of such persons and great pensions or allowances and to
subscribe or guarantee money for charitable or benevolent object
or for any exhibition or for any public, general or useful object.
32. To pay out of the funds of the Company the costs and expenses of
and incidental to the promotion, formation and establishment and
registration of the Company.
33. 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, fully or partly paid debentures or
debenture stock (redeemable or perpetual) or securities of any
other company having objects altogether or in part similar to
those of this Company and to distribute any such shares,
debentures, debenture stock or securities amongst the Members of
the Company and either by way of dividends or upon any return of
Capital.
34. To acquire for such consideration as the Company shall think fit
in India or Overseas secret process, inventions, protections,
patents, brevets d'invention and rights in the nature of patent
rights therein, the acquisition of which may seem advantageous or
beneficial to the Company and to test, use exercise, develop or
grant licenses in respect of or otherwise turn to account the
property rights or information so acquired.
35. To produce, distribute or exhibit in India or abroad
cinematographs, motion pictures, etc. and for that purpose engage
services of Artists, staff and other personnel required.
36. To acquire by purchase, lease, exchange, hire or otherwise any
lands, tenements and premises of any tenure, or interest in the
same whether subject or not to any charges or encumbrances and to
hold or to sell, let, alienate, mortgage, change or otherwise deal
with all or any such lands, tenements or premises.
37. To construct, erect and maintain either by the Company or other
parties, sewers, roads, streets, brick-kilns and works, buildings,
houses, flats, show-rooms and shops and all other works, erections
and things of any description whatsoever either upon the lands
acquired by the Company or upon other lands and generally to alter
and to improve the lands and other property or the Company.
38. To let on lease any such premises or parts thereof and to provide
such facilities for the occupiers whether members or tenants
thereof as are commonly provided in residential flats, business
offices or hotels.
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39. To grant easements, profits, a pander or other rights in over or
under the said lands and to acquire such right in, over or under
any adjoining lands.
40. To enter into foreign or local collaboration, to start any
industry or business either in India or abroad.
41. To depute any person abroad or in the country or to call for any
other person either from abroad of from this country and pay for
all such expenses.
42. To start, acquire or build new hotels, boarding houses, clubs,
restaurants, cinema houses, theatres, or any other places of
recreation.
43. To acquire any agency rights, distributorships, etc. for goods of
any nature i.e. capital consumer's otherwise.
44. To purchase from within the country or import from abroad
machinery for manufacturing or resale and also to sell machinery
that may be purchased or imported for manufacturing purposes.
45. To sell or hire out machineries installed-either old or new.
46. Generally to do all such other things as may appear to be
incidental or conducive to the attainment of the above object or
any of them in any part of the world either along or in
conjunction with other objects of the Company mentioned hitherto.
C. OTHER OBJECTS:
1. To deal in shares, stock, Government papers, Debentures, Debenture
stock and securities of all kinds on its own account or as agents
for others, for ready or forward deliveries and also to underwrite
any shares, Debentures or Debenture stock.
2. To carry on the business of trading through Electronic Commerce
i.e. commercial transactions on the Internet facilitating buying
and selling or otherwise dealing in all kinds of merchandise and
services including books & publications, audio & video products,
tourism, jewelry, confectioneries and other food items, personal &
heath care products stationary, consumer utility products,
clothings, watches, sports goods, flowers, computers & computer
related accessories and electronic items.(**)
3. a. To engage in the business of data processing, software
development, computer consultancy and software supply
services.
b. To engage in any business relating to access or computer
resource (as defined under any law relating to information
technology).
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c. To engage in any Information Technology - enabled business
including relating to the Internet, Intranet, Extranet,
Outernet or any developments thereof and all interactive
services. (@)
IV. The liability of the members is limited.
V. "The Authorized share capital of the company is Rs. 12,00,00,000 (Rupees
Twelve Crores) divided into 2,40,00,000(Two Crores Forty Lakhs) equity
shares of Rs. 5 each with power to increase and reduce the capital of the
Company and to divide the shares in the capital for the time being into
several classes and attach thereto respectively such preferential,
deferred, qualified or special rights, privileges or conditions 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 rights,
privileges or conditions in such manner as may be permitted by the
Companies Act, 1956 or by the Articles of Association of the Company for
the time being." (~)(#)(%)
(Amended vide Resolution passed at the Extra-Ordinary General Meeting held
on 20th March, 1998).
(**) Amended vide Resolution passed at the Extra-Ordinary General Meeting
held on 6th July, 1998.
(@) Amended vide Resolution passed at the Annual General Meeting held on
13th August, 1999.
(~) Amended vide Resolution passed at the Extra-Ordinary General Meeting
held on 6th January, 2000.
(#) Amended vide Resolution passed at the Extra-Ordinary General Meeting
held on 3rd May, 2000.
(%) Amended vide Resolution passed at the Annual General Meeting held on
9th August, 2004.
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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 this
Memorandum of Association and we respectively agree to take the number of shares
in the Capital of the Company set opposite to our respective names.
- ----- ------------------------------- --------------- ------------- ---------------------
Sr Name, Address, Description & No. of Equity Signature Signature, Name,
No Occupation if any of Shares taken of the Address Description
Subscribers. by each Subscribers & Occupation if any
Subscriber. of the Witness.
- ----- ------------------------------- --------------- ------------- ---------------------
1 AJIT BALAKRISHNAN 100 SD/- WITNESS TO BOTH:
S/O.THAYYAMBALI EQUITY
SD/-
BALAKRISHNAN SHARES OF
BHARAT M. PENDSE
26 D, SAGAR SANGEET RS.10/-
EACH S/O.MADHAV
COLABA, S.PENDSE
BOMBAY 400 025 31, PREM MILAN,
BUSINESS 87-B, NEPEAN SEA
ROAD
BOMBAY 400 006
CHARTERED
ACCOUNTANT
2 ARUN NANDA 100 SD/-
S/O.DIWAN NAROTAMLAL EQUITY
NANDA SHARES OF
15, TARANGINI APARTMENTS RS.10/-
EACH
VEER SAVARKAR MARG
BOMBAY 400 025
BUSINESS
TOTAL
---------------
200 EQUITY
SHARES OF
RS.10/- EACH
- ----- ------------------------------- --------------- ------------- ---------------------
PLACE: BOMBAY DATED: 14TH DECEMBER, 1995