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    © All Rights Reserved
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    36 views72 pages

    MOA & AOA of Tata Group

    Uploaded by

    Kunal Gupta

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    2108/2028, 17:54 (ur Memorandum and Articles of Assocation EX-1.2 3 dex!2.htm OUR MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibie 1.2 Loco MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION ‘TATA MOTORS LIMITED hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm we 2108/2028, 17:54 (ur Memorandum and Articles of Association ABSTRACT oF ARTICLES OF ASSOCIATION oF ‘TATA MOTORS LIMITED TABLE A EXCLUDED ‘Tuble A not wo apply but Company tobe govemed by these Ati INTERPRETATION Interpretation Clause "The Ast” othe aid Act” “The Board” or "ourd of Director” “The Company” or “This Company” “Directors” “Dividend” Gender Month “ones” “Persons” Plural number “These Presents” or “Regulations” mais Singular number oweieg” Expressions inthe Act lo bear the sme meaning in Articles Marginal Noss "TENURE OF OFFICE OF MANAGING AGENTS, "Tenure of Office of Managing Agenis PRELIMINARY ‘Agreements entered int bythe Company Copies of Memorandum and Articles of Association tobe given o members ‘SOCIAL RESPONSIBILITIES, Social Responsibilities ofthe Company CAPITAL SHARES capital [Rights atached to Preference SI Unelassfid Shares ‘Shares with sonvoting ighss ‘Shares under the contra ofthe Directors Power of General Meeting to offer shares to such persons as the Company may resolve Directors may allot shares s ful paid-up ‘Shares to be numbered progressively and no shares to be sub-divided ‘Acceptance of Shares Deposit nd cals ete. tobe a dsbt payable immediatly Instalents om shares tobe daly paid Company not hound o recognise any intrest in shares other than that ofthe registered holders UNDERWRITING AND BROKERAGE, Commission for placing shares, debentures, ee; CERTIFICATES CContfcntes of Shares, ‘Merber’ right to eetifcates imitation of ime for issue of certiates ‘sto issue of new certificate in place of one defaced, lst or destroyed caLLs Board may mace calls Calls shares of same class to be made on uniform basis hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm 1 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2 6 2a 6 3 7 4 7 40, 7 7 7 8 5 5 5 5 5 5 5 8 6 ° 110) 9 170) 9 18 9 » 9 20 2 0 am. 2108/2028, 17:54 (ur Memorandum and Articles of Association Notice of Call to date fom Resolution Directors may extend time ‘Amount payable at fxed time orby instalments a calls ‘When intrest oneal or instalment payable Jadgement, decree or partial payment not to prechde forfeiture Proof on tral of sit for or money due on shares Payment in anticipation of eas may cary inerest FORFEITURE, SURRENDER AND LIEN [allo instalment not paid notice must be given ‘Terms of notice In default of payment shares tobe forfeited Eur of forfeiture in Register of Members Forfeited sareso be propery of the company and may be sod et. Power o annual forfeiture ‘Sharcholde stil able to pay money owing atime of forfeiture and interest ‘Suender of shares (Company's en on shares ‘sto enforcing lien by sale ‘Applicaton of proceeds of sale CConifcateofforteiture “ile of purchaser and allottesof forfeited shares TRANSFER AND TRANSMISSION OF SHARES. Rogster of Transfers Form of ranster Application for Transfer ‘Tobe executed by wansferor and wansferee ‘Transfer not tobe registered except on production of instrument of transfer Direciors may reise to register anafer Notice of retsal tbe given to wansferor and wansferce “Transfer by legal represenatve Custody of transfer Closure of easter books ‘ile of Shares of deceased holder Registration - persons ented to shares etherwite than by transfer (Transmission Clause) Refsal to register nominee Bosed may require evidence of transmission Fee on transfer of ransmision CConapany not liable for dsrgand ofa notice prohibiting rgitration of transfer CONVERSION OF SHARES INTO STOCK Conversion of shares int stock and reconversion ‘Transfer of sock Rights of stock holders Regulations INCREASE, REDUCTION AND ALTERATION IN CAPITAL Increate of Capital [ighis of Ordinary shareholders to frter sue of capital ‘Same as original capital Restrictions on purchase by Company ofits own Shares Buy ~Back of Shares Provision in ease of redeemable Preference Shares Reduction of Capital Consolidation, division and sub-division Issue of further pari pass shares ott affect the right of sires already anued No ssve wit disproportionate right after It April, 1985 MODIFICATION OF CLASS RIGHTS Power o modi cass righ JOINT -HOLDERS. Joint olders (Company may refuse to register more than six persons Soin and several liability forall payments respect of shaves Tile af survivors hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm 30 3 33 PT 3s 36 37 Bs 9 40 al 2 n * 7) 736) Te, 4 1“ 4 1“ 32 2108/2028, 17:54 (ur Memorandum and Articles of Association Receipts of one sufcient Delivery of erificate and giving of notices to frst named holder Votes of joiners DEMATERIALISATION OF SECURITIES. Detinitions Dematerialistion of Sseutiies Options for investors Securities in depesitories to be in angible form Rights of depositories and beneficial owners Service of documents ‘Transfer of Secures Allotment of Securities dealt with in depository Distinctive numbers of securities held ina depository Register and index of beneficial owners BORROWING POWERS Powe o Borrow Conditions on which money may be borowed Bonds, debentures ee tobe subject 1 contol of Dizectors ‘Securities may be assignable fee ftom equlies Issue at discount etc or with special privileges ‘Mongage of ucalled capital Indernity may be given GENERAL MEETING CONVENING MEETINGS Annual General Mectngs ‘Extmordinary General Mecting Directors may eal Extisordinary General Meeting Calling of Extraordinary General Meeting on requisition Notice of Meeting Contents of Notice Special Business Service af Notice Natce tbe given tothe Auditors ‘sto omission to give Notice ‘Resolutions requting Spee Notice PROCEEDINGS AT GENERAL MEETING. ‘Quorum at General Meeting Proceedings when quorum nt present Business at adjourned meetings (Chairman of Directors or Vice-Chairman ora Director be Chairman of General Mesing Incase oftheir absence or rafal a member may ast ‘Business confined to clcton of Chairman whilst che vacant (Chairman with consent may adjourn mocting Notice to be given where a meeting ajoumed for 30 days or more ‘What would be the evidence of the passing of resolution where pol ot demanded eran for poll ‘Time and Manner of taking pol Seratnees at pall ‘Demand for poll not to prevent iansaction of ober business “Motion how desided in eases of equality of votes Reports, Statements and Registers oe lai onthe table Registration of cerain Resolutions and Agrosments ‘Mintes of General Meetings Inspection of minute books of General Meetings Publication of reports of proceedings of General Moctings VOTES OF MEMBERS ‘ores may he given hy proxy or atomey [Number of Votes to which Members ented No voting by proxy on show of hands ‘Votes in respect of shares of deceased or insolvent members [Nomember ta vote unless elle ae paid up [ight of member to use his votes differently hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm Be 73) Tw) 73A0) AQ) 73AB) 73a08) AG) BAG) BAT) 7348) 3849) BAUD) “ 5 %6 n . 80 110 m1 m2 13, na us 16 6 7 Is is is Is Is is » 9 9 9 9 9 20 0 0 20 20 2 2 2 % 2 B 2108/2028, 17:54 (ur Memorandum and Articles of Association Proxies Appointment of proxy Deposit of instrument of appointment Inspection of proxies Form of proxy Custody ofthe instrument ality of votes given by proxy notwithstanding death of member et. Time for objection to votes CChainman of any mceting tobe the judge of validity of any vote DIRECTORS. Number of Directors First Disctore Special Dsector Steel Director LCICADinector Financial Insitutions Directors Debentures Director Debeature Director aot bound to hold qualification shares ‘Appointment of Alternate Director (Casual Vacancy Appointment of Additional Directors Cerin persons nolo be appointed Decry except by Special Resolution ‘Share Qualification of Dieetors Remuneration of Disctore Directors not bonafde residents ofthe place where meetings held may receive extra compensation and remuneration of committee ‘Special remuneration to Director on Companys busines or otherwise performing ena services Directors may et notwithstanding vacancy ‘When ofieof Director to become vacant Resignation Diresiors may contract with Company Disclosure of interest, General Nsioe of Interest Interested Director not to participate or vote in Bours” proceedings Register ofconirats in which Directs ae interested Directors may be directors of companies promoted by the company Disclosure by Director of appoinimenss Disclosure of holdings Directors no o hold office or place of profit Loans to Directors ‘Board Resolution ata mecting necessary for certain comtacs RETIREMENT AND ROTATION OF DIRECTORS Retirement by toation Disectors to retre annually how determined ‘Ascertsinment of Director ering by rotation ligibiliy for r-sppointment Company toil up vacancy Provisions i default of appointment Notice of candidature for oie of Director Individual resolution for Diretor's appointments AGE LIMIT FOR DIRECTORS, ‘Age Limit for Directors REMOVAL OF DIRECTORS Removal of Ditectors INCREASE OR REDUCTION IN THE NUMBER OF DIRECTORS ‘AND ALTERATION IN THEIR QUALIFICATIONS. ‘he Company may increase or rice mimber of Directors and ater their qualifications PROCEEDINGS OF BOARD OF DIRECTORS Meetings of Directors ‘When meatigs to be convened Qvorum hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm 16 ut na) 1182) 19 120 m1 na ns 126 i mma 1278 ns 1s 130 GI 132 133 ba 135) Bm 1372) (1) 138) 1a) 136) 138 140 ma 1a 18 14 us 146 ur 18 109 150 1 132 133, 154-156 ist 138 139 wt 2 23 23 24 24 2 24 cy 31 31 31 31 3 5172 2108/2028, 17:54 (ur Memorandum and Articles of Association Adjournment of mecting for want of quorum ‘Appoinment of Chairman and Vice-Chairman Who to preside t mestings of the Board Question at Board Meeting how decided (casting vote) Direstors may appoint Commies [Meetings of Committees how to be governed Resolution by Circular ‘Act of Board of Commies valid notwithstanding defet in appoiniment “Minutes of proceedings of Board of Dizectors and Commitee tobe Kept, ‘By whom minutes tobe signed and the effect of minutes recorded POWERS OF DIRECTORS General poses ofthe Directors Consent of Company necessry forthe exercise of certain powers Certain powers tobe exercised by the Board only at meeting Certain powers ofthe Board REGISTERS, BOOKS AND DOCUMENTS Registers, Books and Documents ‘THE SEAL Seal Deeds how executed Seals abroad MANAGING AGENTS. ‘Appointment of Managing Agen's Disclosure to members in case of contract appointing a Managing Agent ‘General Management in hands of Managing Agents ‘Managing Agents o have power to sub-delegate Boats previs approval Contacts between Managing Agent or asocite and Company forthe sale or purchase of goods o the supply of services, et. MANAGING OR WHOLE-TIME DIRECTOR(S) Powe o appoint Managing or Whole-time Director(s) ‘What provisions they shall be subject 0 ‘Remuneration of Managing or Whole-ime Director(s) Powers and duties of Managing ox Wholestime Directors) INTEREST OUT OF CAPITAL Payment of intrest ou of capital, DIVIDENDS Dividend (Capt paid up in advance at interest not to eam Dividend Dividends in proportion to amount pu up ‘The Company in General meeting may declare a Dividend Power of Directors to limit Dividend Interim Dividend Retention of Dividends until completion of transfer under Arle $¢ [No member to receive dividend whilst indebted tothe Company and Company's right of reimbursement shereout ‘Transfers of shares must be registered Dividends, ow remited Unclaimed Dividend Dividend and Call together Scvoffallawed CAPITALIZATION Capitatization Capitalization in respect of partly paid p shares ACCOUNTS Books of Accounts to be kept Books of Account tobe preserved Inspection by members of accounts and books of the Company Salemenls of Accounts to be furnished to General Meeting Balance Shoot and Profit nd Loss Account ‘Autheniction of Balance Set end Profit and Loss Account hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm 162 16s ise iss 16 167 1s 169 70 1 in i 74 vs 76 7 8 179 180 Ist 1 i ise Iss asa 1858 asc isp 86 87 ss 9 10 11 2 19 ioe los 196 ir} los 19s 99 200 201 22 203 208 20s 206 ” ” 0 y z ” ” 8 38 3 » » » » 39 39 » 3» 39 ro 40 40 0 a ar 2108/2028, 17:54 (ur Memorandum and Articles of Association Profit and Lass Account tobe annexed and Auditor's Report tobe attached to the Balance Sheet Boars Repor tobe attached to Balance Sheet, [Right of members to copies of Balance Sheet and Auitor’s Report ANNUAL RETURNS, Annual Returs AupIt Accounts ta be audited ‘Appoinment of Auditors Qualification and disqualification of Auditors Audit of Branch Offices Remuneration of Auditors ‘Rights and duties of Auditors Acowunts when wited and approved lobe conclusive excep a to eror discovered within three mons DOCUMENTS AND SERVICE OF DOCUMENTS Hove document o be served on mmsbers Service on members having no reisered address Servic on persons acquiring sazes on death or isolvency of member Persons ened to notice of General Meetings Adverisement “Members hound by document given to previous holders Notices by Company and signature thereto Service of notices by shareholders AUTHENTICATION OF DOCUMENTS. Authentication of documents and proceedings ‘WINDING UP Distribution of Asses Disuibution of specie o kind [Rights of sharcholdrs in case of sale SECRECY CLAUSE Secrecy Clause INDEMNITY AND RESPONSIBILITY Directors and others rights indemnity [Not responsible for act of others ANNEXURES TO THE ARTICLES OF ASSOCIATION MANAGING AGENCY AGREEMENT RESOLUTIONS TO WIIICH SECTION 192 OF THE ACT APPLIES hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm 207 208 209 20 aun 2120) 2120) 213 au 2150) 216 2170) 218 219 20 21 22 2 224 Ds 226 2101) 28 29 230 aI 2 2 2 2 2 2 8 8 8 4 “i 4 45 45 45 45 45 45 45 mm 2108/2028, 17:54 (ur Memorandum and Articles of Association 1 1. ‘MEMORANDUM OF ASSOCIATION OF ‘TATA MOTORS LIMITED ‘The name af the Company is “TATA MOTORS LIMITED” ‘The Registered Office of the Company wil be situate inthe State of Maharashtra ‘The objets for which the Company is established are To cary on the busines of manufacturing, assembling, buying, sling, reselling, exchanging ering importing, exporting, iin, lting om hie, oF Aiscbuting or éaling in locomotives, boilers, engines stam gas electicalor otherwise, rubies, tanks, motor veils, treks, lms, omibuses, buss, motoreyeles,eyee ear, scooter bicycles, cycles, cele, tractors, bulldozers and steam rollers of every description and kind an ll component pars, spare parts, acessories, equipment and apparatus for we in connection therewith To cary on the busines of ion founders, mechanical and general enginoes and manufactures of implements and other machinery, toolmaker,brass- ‘under, metalwork, boilermakes,millighs, machinists, ron and sce converters, smiths, wood-workers, builders, painters, metallurgists, water supply cagincers, ga-takers, printers, carriers and merchan's, and to buy, sel, manufacture, epait, conver, alter, tom ire and dea in machinery, implements, rlling-stock and hardware of ll kinds To cary om any business relating to the winsing end working of minerals, the production and working of metas (oer than the production of pigeon ot too) andthe production, manufacture and preparation of any other materials which may be seflly or conveniemy combined withthe engineering or ‘manulactring business ofthe Company, or any contrac undertaken by the Company and either for the purpose only of such contracts or as an independent business ‘To cary on business as manufacturers, importers and exporters of and dealers in machinery atles and goods of al classes and Kinds whatsoever cleotical and engineering materials, goods, machinery and requisites and as Electrical, Mechanical and General Engineers and Contactors and as ‘manufacturers and worker in materials of any natre and kind Juding ‘To cary on business as manufacturers and makers of nd dealer in metal (ther than as manufacturers and makers ofp ron of sel), wood, enamel, aluminum, alloys, plastics and any oher products articles and things of every description and kind and to carry on and conduct workshops, engineering ‘works of every description and kind ad foundries of ion, brass and eter meal, wood and any other substances and to buy, sel, manipulate and deel both ‘wholesale and real in such products, commodities, goods, articles and things. ‘To cary on the trades of business of manufactures offeromanganes, colliery proprietor makers inal ir espectve ranches, ‘Coke manufactures, Miners, smelters, engineers and tn plate ‘To prospect and search fr, get, work, ris, make merchantable, sell and dealin coal, el limestone, manganese, ero-manganese, magnesite, coppe, clay, fireclay, slate, tone, brick earth, bricks, and ater materials excluding the making and selling of pg iron fom iron oe), neal ad substances, nd ‘manufacture and sell briuettes and othe fuel, end generally to undertake and earry on any business rasacton or operation commonly undertaken oF curvid on by explorers, prospectors or concessonaics and to search fr, win, work, gt, cain, reduce, amalgamate, dress, refine and prepare forthe ‘market any quarts and ore and mineral substances und to buy, sll, manfacture and dal in minerals and mineral products, plant and machinery, and ober things capable, of being used in connection with mining or metallurgical operation o required by the workmen and aters employed by the Company. To purchase, tke on lease ar oerise acquis, ny mines, mining right, and metaliferous land and any interest herein, and to explore, wok, exercise, develop and tum to account the same. To expend such sums of mencys as may seem desirable fr al such prospecting and surveying operations with the ‘object of ebtining any such mines, mining right and mcalferus lands and deposits as aforesid and otherwiee fr the acquisition of any property and rights whatsoever which the Company is authorised to acquire under any ofits objects ‘To buy sell, manufacture, nd dealin minerals, plat, machinery, implements, conveniances, provisions and things capable af being ued in connection with ‘metallurgical operations or requted by workmen and others employed bythe Company. To cary on the business of manufacturing assembling, buying, sling, reselling, exchanging, altering, importing, exporting, hiring, leting on hrs, or Aistibting or daling in ships, boats, barge, launches, submarines and ober uner-water vessels aeroplanes, ero-engines,srships, scaplanes, ying ‘oats, hydoplaes and atcrats and aerial conveyances of every deerption and kind for uansport or conveyance of passengers, merchandise or goods of very description whether propelled or moved or asisted by means of petrol, pnt, electric team, oil vapour, gs, petroleum, mechanical, animal or ny other motive power an ll component arts, pare parts, accessories, equipment and apparatus forse in conneton therewith, ‘To cary on he trade or business of manufactring, assembling, buying selling, r-eling, exchanging, allering, importing, exporting, ting, letting on ite, cor distributing o dalng in railway eaiages, wagons cars, vohiles, olin stocks and conveyances of all kinds whether or railway, amway, rod, fld| forother tlle or purposes, and alo railways and tamay plant, and all machinery, materials, and things applicable or used as accessory testo and of| Jeting or supplying ll or any ofthe things hereinbefore specified to coal propritors, railway and other companies and other persons, from your o year ot fora ter of years, or atherwise, at annual o ther rents, and of repairing and maintaining the same respectively, whether belonging fo this Company or not and of sling exchanging and otherwise dealing in the same respectively. 1 hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm era 2108/2028, 17:54 (ur Memorandum and Articles of Association 19. 20, a 2, 24 2s 2, 2, 2, 2», 30. ‘To cater into any contacts or aangemeonts With any goverment, state or authorities, municipal, loal or otherwise that may sem conducive tothe Companys objects or any of them and to ebtain from any such goverament, tate o authority, aby rights, privileges and concessions which the Company may think it desirable to obtain and to carry out, execute and comply with ay such contacts, arrangements, ight, privileges and concessions To construct, exeeute, cary out, equip, improve, work, develo, administer, manage or control publie works and conveniences ofall kinds, which expression in this memorandum, includes railways, temways, docks, harbours, pits, wharves, canals, reservoirs, embankments, gations, reclamation, provement, sewags, drainage, sanitary, war, ga, electric light telephonic, telegraphic, and power supply works, and hotels, warehouses, markes and publi uildngs, and al other works o conveniences of public wit. To cary on business as quay masters and stone merchants nd to buy, sl, et, Work, shape, how, carve, pois, ersh and prepare for market or use stone ofall kinds, ‘To cary on business as road and pavement makers and repairers and manufactures of and dealers in lime, cement, morar, concrete and building materials ofall kinds and as builders and contractors far the execution of works and buildings ofall kinds inthe construction of which stone is required ‘To construct, ey ou, maintain, improve, manage, work, contol, nd superined any roads, ways, amways railways, bridges, reservits, waereouss, aquedacts, warves,faraces, sami, crushing works, hydeaulie works, electrical works, factories, warehouses, shops and ahr works and conveniences ‘which may seem crest o indirectly conducive to any ofthe objects ofthe Company, end to consbut o, subsidise, or oterwie ado ake pat in sy such operations ‘To cary on the trades or businesses of manufacturers of blasting allisic and pyrotechnic apparatus and other articles and things of similar or analogous description or use or ofan in the several components pars there ‘To cary on the trades or businesses of manufacturers of and dealers in explosives, ammunition, fireworks and oher explosive products and accessories of all kings and of whatsoever composition and whether for military, sporting, mining or industrial, purposes or for pyrotechnial display or fr anyother pupose To cary on the busines of manufacturers of every sort of missile, arm and weapon for warlike, sporting or other purposes. To cary’ on te busines of waterroofers and manufactrers of India-ubber, lester, imitation lather, ether lob, plastic, ol lth noes, pans, hospital sheetngs and sarge bandages, ‘To cary on the busines of a wate-works Company in alts ranches and to snk wells nd shafts and to make, build and construct, lay down and maintain dams, reservoirs, waterworks, cistems, culverts, fitebeds, mains and ther pipes and appliances and to execute and do al other acs and things necessary ot comenient for obtaining, storing selling, delivering, measuring distiuting and dealing in water. ‘To purchase, tke on lease a in exchange, or otherwise aqui, either absolutly or hy lease, license, concession, grantor otherwise any lands, mines and easements, rights and privileges and ceases fr mining in, or ver any lands which may be acquied by the Company, and o lease out any such ands for building or agricultural use and o sell oherwise dispose of the lands, mines and other property othe Company. ‘Toacquie by concession, grant, purchase, barter, leas, license or otherwise any tat or iets of country, together with such, righ as may be agreed upon ain granted by Government othe ruler or owners threo, and to expend such sums of money a8 may be deemed requisite and advisable in the exploration, survey and, development thereof To acquire by concession, grant, purchase, amalgamation, barter, ease, Heense or otherwise, ther absolutely or conditionally and ether solely or jointly with others any house, land, farms, gusries, water rghls, way leaves and oer works, privileges, righs and hereditaments and any machinery, lan is trademarks and other moveable, and immavetble property of any description, ‘To acquire, provide and maintain hangars, garages, sheds, zerodromes and accommodation for arin relation to aerial conveyances, 1 goods by land, sea or ait ‘To search for and to purchase or otherwise acquire fam any government, tate or authority any licenses, concession, grams, deers igbls, powers and privileges whatsoever which may seem tothe Company capable of beng tumed to account, and in particular any wate ghts or concession, ether for the purpose of obisining motive power or atherwise and to work, develop, carry ou, exercise and turn fo account the sane. ‘To cary on the busines of railway tramway, airway, omnibus, van, carige and boat proprietors and cares of passengers ‘To cary on the businesses ofa General Electric Power and Supply Company and Gas Works Company in all her respective branches, and to construct, ay oven, establish, fx and erry ou all necestery power lations, ables, wires, ines accumulator, lamps and works and o generate, aecumlate,dstbuie and supply electricity and gas and to ight ete, towns, stews, dock, marks, theatres, uildings and places both public and private ‘To acquire the vight to use or manufacture and to put up telegraphs, telephones, phonograph, dynamo, accumulators and all apparatus now known oF ‘which may hereaficr be invented in connection with the generation, accumulation, distribution, supply and employment of electricity, or any power that ean bbe used aa substitute therefor, including al ables, wires or appliance for connecting apparatus aa distance with oer apparatus, and including the formation of exchanges or cones. ‘To cary on the business of electrician and electrical enginees, suppliers of electricity forthe purposes of light, heat, motive power or otherwise, and manufacturers of and dealers in apparatus and things required for or capable of being used in connection with the generation, distribution, supply, accumulation and employment of electric, galvanism, magnetism o otherwise, 2 hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm ora 2108/2028, 17:54 (ur Memorandum and Articles of Association 31 32, 33 34 % 37 8 %. 4 22 48. 4s 47 48 ‘To deat with, manufacture and render salable, coke, coals, pitch, asphaltum, ammoniacal liquor, and oer residual products obtained inthe manufacture of gas. ‘To construct, manufacture, and maintain works fr holding, receiving and purifying gas, end all oter buildings and works, meters, pipes, iting, machinery, appara, and appliances convenient or necesary Tor the purposes ofthe Compan. ‘To manuficrure, buy, sl ton hire and dol in stoves, engines, and oer appartis and conveninees. ‘To cary om the busines ofa telephone and telegraph Company, and in particular to establish work, manage, control and regula ‘works, nd to transmit and facilitate the transmission of telephonic and telegraphic communications and messes. ‘To construct main, lay down, cerry out, work, sll let on ite and deal in elephonic anal Kind of works machinery pparatu conveniences and ‘hings capable of being used in connection with any ofthese objec and in particular any cables, wits, lines, stations, exchanges, reservois, accumulators, lamps, meters and engince, telephone exchanges and ‘To cary on all or any ofthe business of itogrephes printers, publishers and stations ‘To esablish, provide, maintain and conduct or otherwise subsidise research laboratories and experimental workshops for seietfc and technical esearch and experiments and to undertake and carr onal scientific, and technical researches, experimen, an tess of ll kinds and to promote studies and research both scenic and technical, nvstgation and invention by providing, subsdsing, endowing or assisting laboratories, workshops, libraries, Ieetres, meetings and conferences and by providing the remunerations of ssientifie or technical profesors or teachers snd by providing forthe award of exhibitions, scholarships, pezes, rans and bursaries to students or independant stadents or otherwise and generally to encourage, promote and reward smdies, researches, avesigaton, experiment, ests and invention of any kind that mey be considered likely to assist any ofthe business which the Company fs authored 1 any on. ‘To erect, const, enlarge ster nd mina buildings and structures oF every kind necessry or convenient forthe Company's business. ‘Ta let out on hit all or any of the property ofthe Company whether immoveable or moveable including all and every description of appartus or sppliances, endo hold use, culvate, work, manage, prove, cary on and develop the undertaking and and immoveable and moveable property and assets of any kind ofthe Company or any pat thereo. ‘To purchase or by any other means acquit and protect prolong sid renew, any’ patents, patent rights, brevets invention, Hieences, protetons and concessions which may appear likly tobe advantageous or useful to the Company, and to se and rum to account and manufacture under ot gant censes for privileges in respect ofthe sume and to spend money in experimenting upon and testing and improving or secking to improve any patent, inventions ot rights which the Company may acquire or propose to acquire: ‘To buy sel, manufacture, efi, manipulate, impor, export, nd del both wholesale and reali commodities, substances, apparatus, ales and things ofall Kinds capable of being used or which can conveniently be deat in by the Company in connection with any of ts object. ‘To transact and carry on all kinds of agency business ‘To cary on anyother trade whether manufacturing or otherwise which may sem tothe Company capable of being carried on in conection with any ofthe Company's objects or calculated diet o inditelly to nance the value of or render profitable any ofthe Company's properties o ight ‘To be interested in, promote and underake th formation and establishment of such institutions, businesses or companies (indus, agricultural wading, ‘manufacturing or other) as may be considered o be conducive tothe profit and interest of the Company, ano carry on any other business, (indus, agricultural, trading, manufacturing or other) which may seem to the Company capable of being conveniently carted on in connection with any of these objets o otherwise calculated diel o ndizelly to render any ofthe Company's properties o ights fr the ime being profitable, and lo wo acquit, promot, aid, foster, subsidise o acquire interests in any industry or undertaking. ‘To enter into parneship or into any rangement for sharing or pooling profits, amalgamation, unio of intrest, co-operation joint adventure, reciprocal ‘concessions or otherwise with any person, frm or company carrying on or engaged in or about o cary ona engage in any busines or transaction which {his Company is authorised to catty on or engage in, or any business undertaking ot trasaction which may seem capable of being carried on or conducted soa dretly or indnetly to benefit this Company ‘To amalgamate with any Company or Companies Uieration confirmed by an Order passed onthe 15% January; 1971 by the Bombay High Cour) To pay for any propetics, sights or privileges aequted by the Company, ithe a shares ofthe Company or partyin shares and partyin cash, or otherwise ‘To pay all the costs, charges, and expenses of and incidental othe promotion, frmation, registration and establishment of the Company and the issue ofits capital including any undererting or other commissions, brokers fees and charges in connection therewith, and to remunerate or make donations (by cash ‘orother assets o by the allotment of fll or partly pai shares or bya eal or option on shares, debentures, debenture stock or seus ofthis ny ater company or in any other manner, whether ou ofthe Company's capialo profits or otherwise) to any person, frm or company fr services rendeted 0&0, ‘be rendered in intoducing any property or business othe Company ori placing o assisting to place or guaranteeing the subscription, of any shares, debentures, debenture stock o other securities ofthe Company, orn or about the formation ox promotion ofthe Company or for anyother reason which the Company may think proper ‘To draw, accep and make and to endorse, discount and negotiate promissory notes, hunies, bills of exchange bil of lading and ater negotiable or transferable instruments hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm 10772 2108/2028, 17:54 (ur Memorandum and Articles of Association 50, To ortow or tase money orto recive money on deposit at interest, or otherwise in such manner asthe Company may tink ft, and in patcular bythe {issue of debentures or debenture stock perpetual or otherwise including debentures or debenture stock coaveril into shares ofthis Company, or perpetual annuities; and in security of any such money so borrowed, raised, o recived, to mortgage, pledge or charge the whole or any part ofthe property, asets or revenue ofthe Compaay, present or fate, inclding its uncalled eaital by special assignment otherwise a to transferor convey the same absolutely ot in rst and to give the lenders power of sale and other powers as may scem expedient and to purchase, redcem, or payofT any such secur. 51. To accumulate funds and to lend investor otherwise employ moneys belonging oor entrusted tothe Company upon any shares, securities or investments ‘spon suc terms as may be thought proper and from ime oti to vary nich frnsictions in wich manner asthe Compeny may think ft 52, To invest moneys ofthe Company in any investments moveable or immovable nd vary such investments in such manner as may fom sme time seem expedient and be determined. 453, To sellandinany other manner deal wih or dispose of the underking ofthe Company, or any part thereof, for such consideration a the Company may think ft, and in particular for shares, debentures and other securities of any other company having objects altogether or in part similar othe of the Company, 54, Tos Company 55, ‘To gusrantee the payment of money unsecured or secured by or payable under orn espe of promissory notes, bonds, debenture, debenture stock, contacts, mortgages, charges, obligations, instruments and secures of any company or of any authority, supreme, municipal, local o otherwise o of any petson whomsoever, wheter incorporated or nt incorporated and generally to guarantee or become surcies fa the performance of any contacts oF obligations. prove, manage, work, develop less, mortgage, abandon or othervse del with all or any part ofthe propery rights and concession of the 5, Toundertake and execute any rst the undertaking of which may seem tothe Company desirable either gratuitously or otherwise 557, To provide for the welfare of employees or ex-enployees ofthe Company and the wives and families othe dependents or connetions af uch persons by building or contibuting othe building of houses, dwellings or chawls or by grants of money, pensions allowances, bonus or aser payments or by creating and ffom time to time subsribing or contributing to provident and other association, institutions, funds or rst and by providing or subsribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medial and ther attendance and other assistance asthe Company Sl hin fi. 58, To subserbe or otherwise to asi, support, endow orto guarantee moncy to charitable, benevolent, religious, scientific, national or other institutions, societies, elubs, funds or objects, which salle any meralo other claim o supporto id by the Company either by reason of locality of operation or of public nd general uty otherwise, 59, Toaadop such means of making known the products ofthe Conpaay at may sesm expeien and in articular by advertising inthe press, by cirulas, by purchase and exhibition of works o ator interest, by publication of books an periodicals and by granting prizes, rewards and donations 60, Todstribute any ofthe property ofthe Company amongst the members in specie or kind but so that no distrbuton amounting toa redaction of eapial be ‘made except with the sation (any) fo the time being required hy la G1. To dedicate, present or otherwise dispose of cher voluntarily with or without consideration ofr valu, any property ofthe Company deemed to be of atonal, pubic or local interes, to any national tt, public body, museum, corporation, or authority or any trustees fr or on behalf of eny ofthe samme ot ofthe publi. 62, To appropriate, use olay ut land belonging othe Company for stets, pas, pleasure grounds, allotments, and other conveniences and to present any such and so laid out tothe public orto any persons or company conditionally or unconditionally asthe Company thinks it 63. To aid pecuniary or otherwise, any association body or movement having for an object the solution, settlement or surmounting of industrial or labour prablems o roubles or the promotion of inst o ade 64, To doall or any ofthe above things and all such eter things as ae incidental or may be thought conducive to the atinment af the above abject o ay oF ‘hem in India elsewhere in any other part of the world and as principals, agents, contactors, tustees or otherwise and by or through trustees, agents or otherwise and ether alone orn conjunction with thers and so that the word “Company” inthis Memeorandum we applied otherwise than to this’ Company shal be deemed to inclede any authority, partnership o other body or persons, whether incorporated or nol ncorpoeted and the intention i that the object set forth in each ofthe several paragraphs ofthis Clause shall have the widest possible construction and shall be inno wise limited or rested by reference to or inference from the erms of any oler paragraph of his Clause or the name of the Company. IN. The liability ofthe Members is limited V._ The Capital ofthe Company is Rs 00, 00,00,001 divided into 40,060,000 Ordinary Share of Rs 10% each ‘We the several persons whose names and addresses ate subsribed are desirous of being formed into a Company, n pursuance ofthis Memorandum of Assocation and respectively agree to tak the aumber of shaes inthe Capital ofthe Company set opposite our respective names. 4 hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm wwe 2108/2028, 17:54 (ur Memorandum and Articles of Association Dated this fst day of September 1945, Names Sener “ee “Serer J JR-DATATA Director, Tata Sons Li, Bombay One Hous, Bruce Stree, Fort, Bombay SDSAKLATVALA Diretr, Tata Sons Ld, Bombay one House, Fort, Bombay He. MODY Do One Witness fo al signatures A.D. SHROFF Do One 'ABPARAKH SOHN MATTHAL Do One Assistant to Dircctorin-Charge 1b. cHOKSI Director, Tata Sons Ld, Bombay One ‘Tata Ion and Stel Company Li, House, Bruce Steet, For, Bombay Bombay House, Bre Set RD.LAM Scoratay, Tata Sons Ltd, Bombay One Fort, Bombay House, Brce Street For, Bombay K.M.MADAN Seoretiry and Chief Accountant, one Tata ron & Stel Co L, Bombay House, Fort, Bombay hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm same 2108/2028, 17:54 (ur Memorandum and Articles of Assocation ‘Tle Amott apply ‘but Company tobe sovered by these Aisles Interpretation Clause The Ast” or “the sid ACt™ The Board” or “oard of Directors” The Company" or “This Company” Dividend” orice” “Persons” lar number “These presents or “Regulations” “Seal” Singular numer “Writing” Expressions inthe ‘Actiobear the sme ‘meaning in Aces ‘Marginal notes “Tenure of office of Managing Agents 1 2A ‘These Articles of Assocation were approved and ‘adopted bythe Company by Special Resolution at the Annual General Meeting held on 10% August 1961 ARTICLES OF ASSOCIATION oF ‘TATA MOTORS LIMITED TABLE AEXCLUDED ‘The regulations contained in Table A, in the First Schedule othe Companies Act, 1956, shall ot apply to tis Company, but the regulations forthe management of the Company’ and forthe observance of the Members there and their representatives shall, subjet to any exereis of the statutory powers ofthe Company in reference to the repeal or alteration of, oration to, its regulations by Special Resolution as prescribed by the said Companies Act, 1986, be such as are contained in these Articles. INTERPRETATION Inte interpretation of these Amiles the f ving expressions sall have the following meanings, unless repugnant to the subject "The Act” or "the said Act” means “Tae Companies Act, 1956" as amended uptodate or other the Act or Acts forthe time being in force, in ins containing the provisions ofthe Legare in relaon to Companies "The Board” othe "Board of Directors” means a meeting ofthe Directors duly called and constituted ora the ease may be the Director assembled ata Board, othe equste numberof Directors entitled to poss a Circular Resoition in accordance with these Asticles, “The Company” or “This Company” means “Tata Motors Limite’ “Directors” means the Directors forthe time being ofthe Company or asthe case may be the Directors assembled a a Boar “Dividend” includes bons. ‘Words importing the masculine gender aso neudethe feminine gender. “Month means calendar month “orice” means the Registre Office for the ime Being ofthe Company “Persons” includes conoratins as well as indviduas, ‘Words importing the plural aumber also ince the singular numb. “Those presents or “Regulations” means these Articles of Association as originally famed o altered from time to ime and includes the Memoranda where the eaten 0 requires, “Seal” means the Common Sel for the time being ofthe Company. Words importing the singular number include th plural number. “Writing” shall include printing and lithography and any other mode or modes of representing or reproducing words invisible form, ‘Subject es aforesaid any words or expression defied inthe Act shall excep where the subject r context fxbids hear he same ‘ening in thse Amticls ‘The marginal notes hereto shall not affect the construction hercot ‘TENURE OF OFFICE OF MANAGING AGENTS, Allreferences whatoeve to Managing Agen, tei powers, functions end tice under these Articles and under any agocmaent ‘fered into by them withthe Company, sal be epliable only if nd so ong as there are Managing Agents in accordance with ‘he provisions ofthe aw hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm 13772 2108/2028, 17:54 (ur Memorandum and Articles of Assocation Agreements entered into by the Company Copies of “Memorandum and Aricles of ‘Assocation tobe siven to members Social Responsibilities of the Company capital Rights atached to Preference Shares 3 o ° 4A, sary) 1 PRELIMINARY "The Company has entered nto the following Agreements= ‘An agreement dated the Twenty-seventh day of September One thousand nine hundred and forty-five and made berween TATA, SONS LID, ofthe oe part and the COMPANY of the other part (@) for acquiting (ough Tata Sons Lt.) the Singhbhum Workshops situate at Tatanaga,Singhbhum Distt, in the Province of Bir, belonging tothe Government of Indi; (6) forobtining a ranster from Tata Sos Ld. to itself ofthe rights subject othe obligations of Tata Sons Lid. contained in he anangements made by that Company wih the Government of India Tar the manufacture of locomotive boiler and locomotives athe said Singhbhum Workshops ‘An agreement dated the Twenty-seventh day of September One thousand nine hundred and forty-five and made betwen the COMPANY ofthe ne part and TATA SONS LTD. ofthe other part which Agreement proved fr the appoinment of Tata Sons Lu, their successors and asigns asthe Managing Agents ofthe Company ‘The ass on which the Company was established was thatthe Company should enter into the said Agreements upon the ts ‘herein set forth and shouldbe bound by the condone therein contained and accordingly shouldbe no objection to the said documents o any of them that M.JehangitRuttoni Dadabhoy Tata, Sir Hormusi Peroshaw Mody and Dr.John Mathat who ‘were members and Directors of Tata Sons Lt, were interested i the Agreements 1 and 2 above and in the consideration ‘hereby conferred as Directors ofthe Company ofthat any person being interested in eter or bot ofthe said Agreements was ormight be a promoter ora Director ofthe Company or stod in a idueary positon towards the company or tat in the circumstances the Directors did not constitute an independent Board an every member presen or future stall be deemed to join the Company on this basis Copies of the Memorandum of Association and these presents and other documents mentioned in Section 39 ofthe Act shall ‘be famished by the Company ony member al his request within 7 days ofthe equiement subject othe payment ofa fe of Re, ‘SOCIAL RESPONSIBILITIES OF THE COMPANY "he Company shall have emong is objectives the promotion and grow ofthe national economy through increased productivity, effective utilisation of material and manpower resources end continued application of modern scientific and ‘managerial techniques in keeping wit the national aspirations and the Company, shal e anf ofits social and mal esponsiilties to the consumers, employees, sharcholders, society andthe local community. CAPITAL SHARES ‘The Capital ofthe Company is Rs-400,0,00,000- divided into 40,00,00,000 Ordinary Shares of Rs.10- each "The Preference Shaes shall cart the sight oa fixed cumulative preferential dividend atthe rate ofS er cent per annura (subject to deduction of income-ax) onthe capital forthe time being paid-up or deemed 1o be paid-up there andthe ight in ‘winding upto payment of capital and arreirs of dvicend whether earned, declared or no, up the commencement ofthe ‘winding up in prioiyto the ther capital f the Company but shall not enter any farther sight to participate in the profits or assets ofthe Company. The Company shall subject othe provisions ofthe Act be entiled to issue further Preference Shares "aking inal respec par passu with but notin privity othe existing Prefereace Shares “DELETED” ‘The unclassified shares for the time being inthe capital ofthe Company may be issued ether with he sanction ofthe Company in General Mevting or by the Directory ad upon sich terms and conditions and with suc sight and peviloges| annexed thereto as by the General Meeting sanctioning the issue of such shares shal be dicted andi mo dizetion be piven and in all eser cass asthe Directors shall determine; and in particular such shares may be issued with a preferential or quiifed right o dividends aod in distribution ofthe assets ofthe Company and any preference shares my be issued on the terms that they are ora the option ofthe Company ae lable to he redeemed hitps:lwwn.sec.goutArchivestedgaridata‘9260421000119312504156777idext2.htm sara 2108/2028, 17:54 (ur Memorandum and Articles of Assocation Shares with 9on- TA, voting rights Shares underthe contol of he Directors Powsrof General 9, Mesting offer shares to such Company may resolve Directors may alot 10 shares as fll paid w ‘Shares tobe 0. numbered Progresively and no share o be sub= divided Acceptance of 2, shares Depositandealls 13 ste tobea debt payable immediately Instalments on a shares tobe duly paid Company not bound 15 to recognise any| snterestin shares othe than that ofthe segistored holders Inthe event its permited by the Law to issue shares with non-voting rights attache to them, the Directors may isue such shares ‘pon such terms and conditions and with such rights and privileges annexed thereto as thought fit and as may be permitted bythe Law Subject tothe provisions ofthe Act and Article 64 andthe other Articles, the shares in the capital ofthe Company forthe time being ‘Gocludingany'shars forming part of any increased capital ofthe Company shall be under the control ofthe Directors who may alloc or otherwise dispose ofthe same or any of them to suck persons, in such proportion and on such terms and conditions and ‘thor aa premium oat para (subjett compliance with the provisions of Section 79 ofthe Act) ata discount and at such ines ‘as they may from time to time, tink fit and proper, and with fll power wit the sanction ofthe Company in General Mecting ‘0 sive to any person the option focal for or be alloted shares of any class ofthe Company citer at par ora premium or subject as aforesaid discount such option beng exercisable at such time and fr such consideration asthe Ditetos think In aditon fo and without derogating from the powers for hat purpose conferred onthe Directors under Articles 7 and 8 and on the ‘Company under Articles 7 and, the Company in general meeting may determine o issue further shares ofthe authorised but ‘used capital ofthe Company and may determin that any shares (whther forming par of the orignal capital or of any increased capital ofthe Company) salle offered to such persons (vhether members or holders of dsbentures ofthe Company ot ‘ot in such proportions and on such terms and conditions and either a premium or at par or, subject to compliance withthe provisions of Section 79 of the Ac, ata dxcount a8 sich general meeting shal determine and with fll power to give to any’ person (Gshethera member or holder of debentures oF the Company ot not) the opion teal for or be alloted shes of any class oF the ‘Company itera a premium ora par or (subject to compliance with the provisions of Section 79 ofthe Act) at a discount, such ‘option being exercisable at suc times and for such consideration as may be directed by such genera meeting, o the Company in iReneral meting may make any oer provision whatsoever forthe issue, allotment or disposal of any shares, Subject to any

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