Memorandum of Association JM&EPL
Memorandum of Association JM&EPL
MEMORANDUM OF ASSOCIATION
OF
JIS MEDIA & ENTERTAINMENT PRIVATE LIMITED
I. The name of the company is JIS MEDIA & ENTERTAINMENT PRIVATE LIMITED.
II. The Registered Office of the Company will be situated in the State of West Bengal.
III. The objects for which the Company is established are :-
A. The objects to be pursued by the company on its incorporation are :-
1. To carry on the business of running Radio and Television channels running on radio wave frequency as well as on satellite
signal. Making documentary and recording program and functional, reality show, feature film, serial, drama, and different
other program which can be broadcasted or telecasted. To carry on the business of participating for broadcasting right of
national and international event, games and all other activity which can be broadcasted and/or telecasted. To carry on
business of opening a Radio and/or Television news, music, cinema, reality, knowledge, devotional, health, entertainment,
educational , science, exploration, travel, historical, fashion promotion, sports, motoring, wrestling and other channels . To
carry on the business of manufacturers, dealers, importers and exporters, merchants,
agents, factors and financiers and particularly manufacturers, dealers, etc. of recording, storing,
processing, developing, producing, re-produci ng, marketing, distribution of all kind of program which can be telecasted or
broadcasted or re -telecasted or re-broadcasted. To carry on the business to take over or acquire and undertake
any person or Company as a going concern together with all assets, properties, liabilities obligation
and duties with or without such modification as may be decided upon in the similar business and
to appoint distributors for its Products and or services and taking any Agency, C & F Agent and/or
Distributorship of above mentioned products, commodities and services of any other Company
whether incorporated in India or abroad. To carry on the business of sell and/or purchase of
advertising time or space or sponsorships on any radio station, television centre, events,
programmes in India or abroad and to promote the sale or any other interest of its clients and to
establish branches at places in or outside India as the Company may think fit
2. To carry on the business of printing, publishing, circulating or other wise dealing in any daily,
weekly, fortnightly or monthly newspaper, magazines, periodicals, journals or other publications on
all issues and to start, acquire, print and generally to carry on the business of owners of newspapers
and magazines as aforesaid and to carry on the business of prepare, advice, devise, manufacture
and construct designs, logos, books, posters, banners, panels, handbills, calendars, cards, diaries,
printing work, artwork, audio and advertising work, printers, lithographers, stereotypes , electrotypers,
photographic printers, art-printers, publishers, decorators, designers, draftsman , photo lithographers,
chromo-lithographers, engravers, embossers, die-sinkers, die- stampers , book binders, envelop
manufacturers, machine rulers, numerical printers, stationers, paper makers and bag-makers and
to take over or acquire and undertake any person or Company as a going concern to gether with all
assets, properties, liabilities obligation and duties with or without such modification as may be
decided upon in the similar business and to appoint distributors for its Products and or services and
taking any Agency, C & F Agent and/or Distributorship of above mentioned products, commodities
and services of any other Company whether incorporated in India or abroad.
3. To carry on the business of advertising agents and hospitality and to undertake publicity for making
known any products, manufacturers and goods or services in India or abroad and in particular by
advertisements in any kind of communication media currently in vogue or which may be in vogue at
any time like radio stations, television centers, cinematography, internet, newspapers, books,
magazines, films, posters, handbills, bulletins, loudspeakers, souvenirs, hoardings, neon signs,
exhibitions, showrooms, cinema slides, stall works and other display devices of all kinds and
descriptions and for that purpose to purchase and sell advertising time or space or sponsorships on
any radio station, television centre, events, programmes in India or abroad and to promote the sale
or any other interest of its clients and to establish branches at places in or outside India as the
Company may think fit.
7. To manufacture for the purposes of the Company drums, barrels, packages, tanks and containers
tubes, aerosol, containers of every description from steel, tin and other metals and of such substances
like wood, paper boards, plastics as may furnish materials for such manufacturing in any of its
branches.
8. To employ experts to investigate and examine into the condition prospects, value, character and
circumstances of any business concern and undertaking and generally of any assets, property or
right including that of the Company.
9. To purchase, take on lease or license or in exchange, hire or otherwise any real and /or personal
property and any right privileges which the Company may think necessary and convenient for the
purposes of its business or may enhance the value of any other property of the Company, and in
particular, any land (free-hold, lease-holder other tenure), building, easements, machinery, plant
and stock-in-trade and any such lands to erect buildings, factories, sheds, godowns or other structures
for the works, and purpose of the Company and also for the residence and amenity of its employees,
staff and other workmen and erect and install machinery and plant and other equipment deemed
necessary or convenient or profitable for the purpose of the Company and either to retain any
property to be acquired for the purposes of the Company's business or to the same to account as
may seem expedient.
10. To, acquire, build, construct, maintain, enlarge, pull down, remove or replace, improve or develop
and to work, manage and control any buildings, offices, factories, mills, foundries, refineries, furnaces
ways, roadways, or other means of transport sidings, bridges, reservoirs, dams, watercourses,
water systems, wharves, electrical works, power stations, cable wires, lines, as works or works
operated by any other kind or power and also such other machineries, equipment,
conveniences
which may directly or indirectly to advance the interests of the Company and to subsidies, contribute
to or otherwise assist or take part in doing any of these things and/or to join with any person or
Company or with any Government or Governments authority in doing any of the above things.
11. To sink wells and shafts and to make, built and construct, lay down, and maintain reservoirs,
waterworks, cisterns, culverts, filter beds, main and other pipes and appliances and to execute and
do all other works and things necessary or convenient for obtaining storing, selling, delivering,
measuring and distributing water for the purposes of the Company.
12. To let on lease or on hire-purchase system or to lend or otherwise dispose of any property belonging
to the Company and to finance the purchase of any article or articles, made by the Company by
way of loans or by the purchase of any such article or articles, and the letting thereof on the hire
purchase system or otherwise howsoever.
13. To sell, exchange, let on, mortgage, grant licences, easements and other rights over and in any
other manner whatsoever to transfer deal with or dispose of the undertaking, property, assets,
rights and effects of the Company or any part thereof for such consideration as the Company may
think fit and in particular for shares, stocks, debentures or other securities of any Company whether
or not having objects altogether or in part similar to those of the Company.
14. Subject to the provisions of the Companies Act, 1956 to amalgamate, enter into partnership or in to
any arrangement for sharing profits, union of interests, co-operation joint venture or reciprocal
concession or for limiting competition with any person or persons, firm or Company or body corporate
carrying on or engaged in or about to carry on or engage in any business or transaction which the
company is authorised to carry on or engage in, or which can be carried on in conjunction therewith
or which is capable of being conducted so as directly or indirectly to benefit the Company.
15. To purchase or otherwise acquire and undertake the whole or any part of the business, property,
rights and liabilities of any person, firm or company carrying on or proposing to carry on any business
which this Company is authorised to carry on, or processed of property or rights suitable for any of
the purposes of the Company or which can be carried on in conjunction therewith or which is
capable of being conducted so as directly or indirectly to benefit the Company and to conduct make
or to carry into effect any arrangement in regard to the winding-up of the business of any such
person, firm or company.
16. To establish or promote or concur or be interested in establishing or promoting any company or
companies for the purpose of acquiring all or any of the property, rights and liabilities of the
Company
or for any other purpose whatsoever and to transfer to any such company and property of this
Company and to place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all
or any part of the shares, debentures or other securities of any such other company and to subsidies
or otherwise assist any such other company.
17. To pay for any rights or property acquired by the Company and to remunerate any person or company
whether by cash payment or by allotment of shares, debentures or other securities of the company
credited as paid-up in full or in part or otherwise.
18. To acquire, hold, renew, use, sell, assign, lease, grant licences, mortgage, pledge or otherwise
dispose of in any part of the world any patents, patent rights, designs, licences and privileges,
inventions, improvements and processes, copy-right trademarks, trade names, concessions formulas
brevets, designs and the like conferring and exclusive or non-exclusive or limited right to their use
or any secret or other information as to any invention which may seem capable of being used for any
of the purposes of the Company, or the acquisition of which may seem calculated directly or
indirectly to benefit the Company and to use, exercise, develop or grant licences in respect of or
otherwise turn to account the property, rights, or information so acquired and to expend money in
experimenting upon, testing or improving any such patents, invention or rights.
19. To acquire, hold, use, sell, assign, lease, grant any contracts or concessions or in relation to
the
supply and sale of any minerals, metals, products or other substances, materials, articles or things
or equipment for or in relation to the construction, execution, carrying out, improvement,
management, administration or control of any works and convenience required for the purpose of
carrying out any of the business which the Company is entitled to carry on and to undertake,
execute, carry out, dispose of or otherwise turn to account such contracts or concession.
20. To enter into any arrangement with any Government or authority, Central, State or public body, or
person or firm or any private individual, local or foreign that may seem conducive to the Company's
objects or any of them and to obtain from any such Government, authority, person or company any
concessions, grants, decrees, rights, characters, contracts, licences, powers and privileges,
whatsoever which may seem to the company capable of being turn to account or which the Company
may think directly or indirectly conducive to any of its objects or capable of being carried on in
connection with its business and to work, develop, carry out exercise and turn to account the
same.
21. To apply for, promote and obtain any act of Parliament, charter, privileges, concession, license or
authorization of any Government, State or municipality, provisional order or license of any authority
for enabling the Company to carry any of objects into effect or for effecting and modification of the
constitution of the Company for any other purpose which may seem expedient and to oppose any
proceedings or applications which may seem calculated, directly or indirectly to prejudice the
interest of the Company.
22. To establish, maintain and conduct training schools, courses and programmes in connection with
the installation, use, sale, maintenance, improvement or repair of machines, apparatus, appliances
or products and of articles required in the use thereof or used in connection therewith by the
Company and establish, provide, maintain and conduct or otherwise subsidies research laboratories
and experimental workshops for scientific and technical researches, and experiments and tests of
all kinds, to promote studies and research, both scientific and technical, investigations and invention
by providing, subsidising endowing and assisting laboratories, workshops, libraries, meetings and
conference and by providing for the remuneration of scientific or technical professors or teachers
providing for the award or exhibition, scholarships, prizes and grants to students or otherwise and
generally to encourage, promote and reward studies, research, investigations, experiments, tests
and inventions, of any kind that may be considered likely to assist any of the business which the
Company is authorised to carry on.
23. To acquire from any person, firm or body corporate whether in India or elsewhere, technical information
know-how, processes, engineering, manufacturing and operation data, plans, layouts and blue prints
useful for the design, erection and operation of plant required for any of the business of the company
and to acquire any grant or license and other rights and benefits in the foregoing matters and
things.
24. To make donations to such person or institutions of cash or any other assets as may be thought
directly or indirectly conducive to any of the Company's objects or otherwise expedient and in
particular to remunerate any person or corporation introducing business to this Company and also
to subscribe, contribute or otherwise or for any exhibition for any public, general or other objects,
but not intended to service any political cause or purpose.
25. To establish and maintain or procure the establishment and maintenance of any contribution provident,
pension or superannuation, gratuities and / or other funds for the benefit of and give or procure the
giving of donations, gratuities, pensions allowances or emoluments to any persons who are on
were at an time in the employments or service of the Company or is allied to or associated with the
company or with any such subsidiary, or who are or were at any time the directors or officers of the
Company or of any such other Company as aforesaid, and the wives, widows, families and dependents
of any such persons, and also establish and subsidies and subscribe to any institutions, clubs or
funds calculated benefit or advance the interest and well being of the Company or off any such other
Company as aforesaid and make payments to or towards the insurance of any such person as
aforesaid and do any of the matters aforesaid either alone or in conjunction with any such other
Company as aforesaid.
26. To give to any officers, servants, or employees of the Company any shares or interest in the profits
of the Company's business or any branch thereof and whether carried on by means or through the
agency of any subsidiary Company or not and for that purpose to enter into any arrangements, as
the Company may think fit.
27. To train or pay for the training in India or abroad of any of the Company's employees or any candidate
in the interest of or for furtherance of the Company's objects.
28. To provide residential and/or sleeping accommodation for workman and other and to afford facilities
and conveniences for washing, bathing, cooking reading, writing and facilities for the purchase, safe
and consumption of provisions, and for the safe custody of goods for the welfare of the workman
and others.
29. To refer 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 the members or his or their representatives or between the Company and third parties, to
arbitration in India or at any place outside India and to observe and perform and to do all acts, deeds,
matters and things to carry out or enforce the awards.
30. To pay out the funds of the Company all costs, charges and expenses which the Company may
lawfully pay with respect to the promotion, formation and registration of the Company and/or the
issue of its capital or which the Company shall consider to be preliminary expenses including
therein
the cost of advertising, printing and stationery commission for obtaining application for taking,
placing or underwriting or procuring the underwriting of shares, debentures or other securities of
the Company and expenses incurred upon the formation of agencies, branches and local boards.
31. Upon any issue to shares, debentures or other securities of the Company, to employ managers,
brokers, commission agents and underwriters and to provide for the remuneration of such person for
their services by payments in cash or by the issue of shares, debentures or other securities of the
Company or by the granting of options to take the same or in any other manner allowed by law.
32. Subject to the provision of the Act, and directions issued by R.B.I to borrow or raise money, or to
receive money on deposit or loan at interest or otherwise in such manner as the Company may
think fit and in particular by the issue of debentures, or debenture - stock (perpetual or otherwise)
and or other bonds whether convertible into share of this or any other company or not and to secure
the re-payment of any such money borrowed, raised or received, or owing by mortgage, pledge,
charge or lien upon all or any of the property, assets, or revenue of the Company (both present and
future) including its uncalled capital and to give the lenders or creditors the power of sale and other
powers as may seem expedient and to purchase, redeem or pay off any such securities and also by
a similar mortgage, charge or lien to secure and guarantee the performance by the Company shall
not carry on any chit fund business.
33. To lend and advance money out of surplus fund of the company not immediately required or to give
credit to such persons or companies and on such terms as may seem expedient and in particular
to customers and others having dealings with the Company and to guarantee the performance of
any contract or obligation and the payment of money of or by any such persons or companies and
generally to give guarantees and indemnities. Provided company shall not do any banking business
as defined under the Banking Regulations Act, 1949.
34. To lend, invest and deal with the moneys out of surplus fund of the company not immediately
required either with or without interest or security upon such terms and conditions and manner
as
may from time to time is determined.
35. To take or concur in taking all such steps and proceedings as may seem best calculated to uphold
and support the credit of the Company and to obtain and justify public confidence and to avert or
minimise financial disturbances which might effect the Company.
36. To confer upon any encumbrance or trustee for any encumbrances of uncalled capital such powers
of making and enforcing calls and of voting the transfer of shares not fully paid-up as may be
thought fit.
37. To draw, make, accept endorse, discount execute and issue and negotiate bills of exchange, hundies,
bills of lading, promissory notes, warrant, debentures and other negotiable instruments or securities.
38. To commence, prosecute, enforce, defend, answer, oppose, compromise, refer to arbitration, submit
to judgment, proceed to judgment and execution or become non-suited in any action or proceeding
whether civil, criminal, political, administrative or revenue, or proceeding including writ proceedings
under Construction of India and also to enforce by execution, attachment, distrust, suit or otherwise
any decree or award in its favour and to defend or to resist any proceedings to retain, employ,
engage and remunerate advocates, attorney, vakils and pledgers and to give necessary authority
and to revoke such retainers and authorities from time to time at its pleasure.
39. To subsidies, assist and guarantee the payment of money or for performance of any contract,
engagement or obligation by any person or companies and in particular, customers of the Company
or any persons or companies with whom the Company may have or intend to have business relations.
40. To vest any real or personal property, rights or interests acquired by or belonging to the Company in
any person or company on behalf of or for the benefit of the Company and with or without any
declared trust in favour of the Company.
41. To act as agents or brokers and as trustees and to undertake and perform sub-contracts and to do
all or any of the above things in any part of the world as principals, agents contractors or otherwise
and by or through agents sub-contractors or trustees or otherwise and either alone or jointly with
others.
42. To procure the incorporation, registration or other recognition of the Company in any country, state
or place and to establish and regulate agencies for the purpose of the Company's business.
43. To distribute in piece or otherwise as may be resolved, any property or assets of the Company or
any proceeds of sale or disposal of any property or assets of the Company including the shares,
debentures or other securities of any other Company formed to take over the whole or any part of
the assets or liabilities of the Company, but so that no distribution amounting to a reduction of
capital be made except with the sanction (if any) for the time being required by law.
44. To apply the assets of the Company in any way in or towards the establishment, maintenance or
extension of any association, institution or fund in any way connected with any particular trade
or commerce or with trade or commerce generally and particularly with trade, including any
association, institution or fund for the protection of the interests of masters, owners and employers
against loss by bad debts, strikes, combinations, fire, accidents or otherwise or for the benefits of
any of clerks, workman or others at any time employed by the Company or any of its predecessors
in business or their families or dependents and whether or not in common with other persons or
classes of persons and in particular of friendly co-operative and other objects, reading rooms,
libraries, educational and charitable institution, refractory, dining and recreation rooms temples,
schools and hospitals, and to grant gratuities, pensions and allowances and to contribute to any
funds raised by public or local subscriptions for any purpose whatsoever.
45. To undertake such things which the company is authorised to carry on by means or through the
agency of any subsidiary company or companies and to enter into any arrangement with any
such subsidiary Company for taking the profits and bearing the losses of any business or
branch so carried on, or for financing any such subsidiary company or guaranteeing its liabilities
or to make
any other arrangements which may seem desirable with reference to any business or branch so
carried on including power at any time either temporarily or permanently to close any such business
or branch and to appoint directors or managers of any such subsidiary company.
46. To do all or any of the above things either as principals, agents, trustees, contractors or otherwise
and
either by or through agents sub-contractors, trustees, or otherwise and either alone or in
conjunction
with others and to do all such things as are incidental or conductive to the attainment of the above
objects.
47. To do all and everything necessary, suitable or proper for the accomplishment of any of the purposes
or the attainment of any of the objects or the furtherance of any of the powers herein set forth either
alone or in association with other corporation bodies, firms or individuals and to do every assets,
thing or things incidental or appurtenant to or growing out or connected with the aforesaid business
or powers or any parts thereof provided the same be not inconsistent with the laws of the Union of
India.
48. To undertake, carry out, promote and sponsor rural development including and programme for
promoting the social and economic welfare of or the uplift of the public in any rural area and to
incurred any, expenditure on any programme of rural developments and to assist execution
and
promotion thereof either directly or through an independent agency or in any other manner. Without
prejudice to the generality of the foregoing, "promoting of rural development" shall also include any
programme for promoting the social and economic welfare of or the uplift of the public in any rural
area which the Directors consider, it likely to promote and assist rural development and that the
words, "rural area" shall include such areas as may be regarded as rural areas under Section 35C
of the Income Tax Act, 1961, or any other law relating to rural development for the time being in
force or as may be regarded by the Directors as rural areas and the Directors may at their discretion
in order to implement any of the above mentioned objects or purposes transfer without consideration
or at such fair or concessional value as the Directors may think fit and divest the ownership of any
property of the Company to or in favour of any public or Local Body or Authority or Central or State
Government or any public Institutions or Trusts of Funds or Organizations) or person {s) as the
Directors may approve.
49. To do such other things as may deemed incidental of conducive to the attainment of the above
objects or any of them.
C. Other Objects:
1. To carry on the investment business and to purchase, acquire hold and dispose of or otherwise
invest in shares, debentures, stocks, bonds, obligations and securities, issued or guaranteed by
any company constituted or carrying on business in India or elsewhere and debentures, bonds,
stocks, obligations and securities issued or guaranteed by any government, state dominion,
sovereigns ruler, commissioner public body or authority supreme municipal, local or otherwise
whether in India or elsewhere.
2. To carry on the business of investors, guarantors and to finance, lend or advance money or give
loans to such persons or firm or body corporate with the object of financing industrial enterprises
either with or without interest or security of on any such terms as may be determined and to receive
money on deposit or loan upon such terms and conditions as the Company may approve. Provided
that Company shall not do any banking business as defined in the Banking Regulation Act, 1949.
3. To carry on and undertake the business of finance investment and trading the purchase leasing and
to finance lease operations of all kinds purchasing, selling, hiring or letting on hire all kinds, of plant
and machinery and equipment that the company may think fit and to assist in financing of all and
every kind and description or hire purchase or deferred payment or similar transactions and subsidies,
finance or assist in subsidising or financing the sale and maintenance of any goods, articles or
commodities of all and every kind and description any terms whatsoever and to purchase or otherwise
deal in all forms of immovable and movable property including land and buildings, plant and machinery
equipment, ships, aircraft, automobiles, computers and all consumer commercial and industrial
items and to lease or otherwise deal with them in any manner whatsoever including resale thereof
regardless of whether the property purchased and leased be new and/or used and to provide leasing
advisory counseling service to other entitles and/or from and do leasing arrangement for other
entitles.
4. To acquire by lease. exchange, ownership purchase, hire, rent or otherwise acquire deal in construct
let out furnish and carry on all or any of the function of proprietors of dwelling houses lands and
buildings, shop, apartment flat and immovable property of any kind or tenure or any interest in the
same and to develop, turn to account, construct, execute, undertake, maintain, remodel, build,
erect, demolish, repair, alter, re-erect or do any work, furnish and building or buildings scheme, part
of any building, hotels, clubs, colonies, complexes, apartments, markets, tanks, schools, hospitals,
restaurants, baths, places of worship, shops, garages, libraries, reading rooms, dairy farms or
other amusements, works which the company may think appropriate and useful in this behalf and to
carry on the business as proprietors of flats and Buildings and to sell, let on hire rent, lease, give
on hire purchase or outright sale basis or otherwise apartments therein on such terms and conditions
as the company may think fit and to finance or assist in financing the sale of houses, building, flats,
either furnished or otherwise by way of hire purchase or deferred payment or outright purchase or
any other mode and to finance the sale and maintenance of any such property upon terms whatsoever
and to transact the general business of a land and property agent, builders, contractors, architects,
planners and developers, decorator, furnish and maintain buildings works and sanitary conveniences
of all kinds to lay out roads, drainage pipes, water pipes and electric installation and to set
apart
land for flower gardens and recreation grounds otherwise improve the land or any part thereof.
5. To carry on business as consultants and/or render services on matters and problems relating to the
industries, administration, management organisation accountancy, taxation, costing, financial, shares
and secretarial marketing, import, export, commercial or economic activities, labour, statistical,
organisation, methods, quality control and data processing, technical, "know-how" operation
manufacture production storage distribution, sale and purchase of goods, property and other activities
of and in relation to any business, trade commerce, industry, mine, agriculture housing or real
estate and upon the means, methods and procedure for the establishment, construction, development,
improvement and expansion of business trade, commerce, industry, agriculture, buildings, real
estates,
plants or machineries and all systems, methods, techniques, principles in relation to the foregoing
and to carry on business of rendering service on any one or more of aforesaid matters to
any
persons, firm, company trust association, institution, society, body corporate, government
or governments, departments public or local authority or any organisation whatsoever, to act as
intermediaries in the introduction of collaborators, sellers, purchasers, partners, tenants agents
consumers and employees and to act as consultants, advisers, on fixed deposits and other securities
& to carry on the business of advisor, consultants on matters and problems relating to Income-
tax, sales-tax, Excise, Customers, Company Law, Legal matters, computers, computer centre,
accounts and to act as registrar of the company in respect with sales, purchases and any other
matter.
V. The Authorised Share Capital of the Company is Rs. 25,00,000 {Rs. Twenty Five Lacs)
divided into 2,50,000 equity shares of Rs. 10/- each with the power to increase or reduce the same in
accordance with the provisions of the Companies Act, 1956 and to classify or reclassify the share
capital into several classes and to attach thereto respectively such preferential rights privileges or
conditions as may be determined by or in accordance with regulations of the Company and to
vary, modify or abrogate any such rights, privileges or conditions in such manner as may be for
the time being be provided by the regulations of the Company and to consolidate or subdivide the
shares and issue shares of higher or lower denominations as permitted by the Companies Act,
1956.
We the following persons, whose names and addresses and descriptions 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 to our respective names.
HARANJIT SINGH
TOTAL
15000
(Fifteen thousand)
Dated 2nd day of December, 2009