LEGAL SYSTEMS
OF BUSINESS
MINI PROJECT
HINDUSTAN COLLEGE OF ARTS & SCIENCE
NAME T. ABISELVAM
REGISTER NUMBER 23MBA011
CLASS I MBA “A”
ORGANIZATIONAL PROFILE:
Hero MotoCorp Ltd. (Formerly Hero Motors Ltd.) is the world's largest manufacturer of two
- wheelers, based in India.
In 2001, the company achieved the coveted position of being the largest two-wheeler
manufacturing company in India and also, the World No 1' two-wheeler company in terms of
unit volume sales in a calendar year. Hero MotoCorp Ltd. continues to maintain this position
till date.
Hero MotoCorp is now world's largest manufacturer of two-wheelers. The company has
benefited from the demand shift to motorcycles, as it focuses solely on this product segment
(although has a product called Pleasure in Scooter segment). With fuel efficiency and riding
comfort as the main selling points, HMC has been able to address a wide market and post
robust sales growth even after its separation from the Japanese major Honda.
VISION:
The story began with a simple vision - the vision of a mobile and an empowered India,
powered by its bikes. Hero MotoCorp Ltd., company's new ident ity, reflects its commitment
towards providing world class mobility solutions with renewed focus on expanding
company's footprint in the global arena.
MISSION:
Hero MotoCorp's mission is to become a global enterprise fulfilling its customers' needs and
aspirations for mobility, setting benchmarks in technology, styling and quality so that it
converts its customers into its brand advocates. The company will provide an engaging
environment for its people to perform to their true potential. It will continue its focus on
value creation and enduring relationships with its partner.
Headquarter and Branches
Corporate & Registered Office
Hero MotoCorp Ltd.
34, Community Centre, BasantLok, Vasant Vihar, New Delhi - 110057, India.
Tel: +91-11-26142451, 26144121
Fax: +91-11-26143321, 26143198
Zonal Offices
East Zone
Hero MotoCorp Ltd
3F, Neelamber Building, 28B, Shakespeare Sarani, Third Floor, Kolkata - 700017, India.
Tel: +91-33-22810926 22810927, 22808922, 22811185
Fax: +91-33-22808923
Email: [email protected]
West Zone
Hero MotoCorp Ltd.
15-A, Bhale Estate, Rear Wing, Third Floor, Pune-Mumbai Road, Wakadewali, Pune - 411
003, India.
Tel: +91-20-25511577, 25512161, 56012990-91
Fax: +91-20-25511266
Email: [email protected]
North zone
Hero MotoCorp Ltd.
F-126, Katwaria Sarai, Opp. Qutab Institutional Area, New Delhi - 110016, India.
Tel: +91-11-26533981-2, 47619300
Fax: +91-11-26533983
Email: [email protected]
South Zone
Hero MotoCorp Ltd.
No - 294, 2nd Floor, 6th Main, Off 100 f Road, HAL 2nd Stage, Indira Nagar, Bangalore -
560038, India.
Tel: +91-80-25550430, 25584436, 25582436, 25321139
Fax: +91-80-25594036
Email: [email protected]
INTRODUCTION OF MEMORANDUM OF ASSOCIATION FOR HERO
MOTOCORP Ltd.
A Memorandum of Association (MoA) represents the charter of the company. It is a legal
document prepared during a company's formation and registration process. It defines the
company's relationship with shareholders and specifies the objectives for which the company
has been formed. The company can undertake only those activities mentioned in the
Memorandum of Association.
As such, the MoA lays down the boundary beyond which the company’s actions cannot go.
When the company's actions are beyond the boundary of the MoA, such actions will be
considered ultra vires and thus void. The MoA is a foundation upon which the company is
established. The company's entire structure is written down in a detailed manner in the
MoA.
The Memorandum of Association is a public document. Any person can get the MoA of the
company by paying the prescribed fees to the ROC. Thus, it helps the shareholders, creditors
and any other person dealing with the company to know the basic rights and powers of the
company before entering into a contract with it. Also, the contents of the MoA help by the
prospective shareholders make the right decision while considering investing in the company.
MoA must be signed by at least 2 subscribers in the case of a private limited company and 7
members in the case of a public limited company
THE COMPANIES ACT, 2013
AND
THE COMPANIES ACT, 1956 (to the extent applicable) |
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
Hero MotoCorp Ltd.
The name of the Company is Hero MotoCorp Ltd.
II. The Registered Office of the Company will be situated in the NCT of Delhi.
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 manufacture, assemble, buy, sell, distribute, import, export, alter, remodel, hire,
exchange, repair, service and otherwise deal in motor cycles and motor vehicles of every kind
and description, component parts thereof spare parts, accessories, tools, implements,
materials thereof and products for the transport or conveyance of passengers, merchandise
and goods of every description, whether propelled by using gas, petroleum, diesel oil, steam,
oil, vapour, electricity or any other motive or mechanical power.
2. To manufacture, assemble, buy, sell, distribute, import, export, alter, remodel, hire,
exchange, repair, service and otherwise deal in all types of parts, gears, transmission axles,
joints, springs, lamps, chains, bodies, frames, chassis, engines, tyres, tubes, batteries, goods,
instruments, appliances and apparatus, equipment, components, accessories, raw materials of
every kind and description required for or capable of being used for or in connection with the
objects described in 1 above.
3. To manufacture, assemble, buy, sell, distribute, import, export, alter, remodel, hire,
exchange, repair, service and otherwise deal in general purpose engines and machinery
incorporating such engines therein, including, but not limited to generators, tillers, lawn
mowers, outboard engines and other engines and products of like nature and all types of
parts, frames, goods, instruments, appliances and apparatus equipment, components,
accessories, raw materials of every kind and description required for or capable of being used
for or in connection with the foregoing.
4. To carry on all or any of the business of repair-shop operators, service shop operators,
filling station operators, engineers, machinists, tool makers, wire drawers, millwrights,
founders, tube makers, iron and steel coinventor, smith, metal workers, welders, saddler,
moulders, other sport accessories, sports gears, equipment’s and clothing.
5. To carry on all or any of the business as manufactures of or traders in or dealers in sports
goods and equipment of all kinds including cricket bats, balls, kits, sports material, other
sports accessories, sports gear, apparels, equipment and clothing.
6. To produce, buy, sell, import, export or otherwise deal in including participation, exhibition
and distribution of television and other media programs, television films, cinematographic
films, video films, video software including their copyrights and to establish, purchase, take
on lease or hire or otherwise to acquire and maintain, hire, give on lease or otherwise studios,
cinema halls, picture places, theatres for exhibition, production, processing and printing of
films
7. To own, develop, purchase or by any other means acquire and protect, prolong and renew
any patents, trademarks, rights (including intellectual property rights), brevets, inventions,
licenses, protections, concessions or any other such right which may appear likely to be
advantageous or useful to the Company and to spend money directly or indirectly in carrying
out research and development activities, experimenting upon, testing and improving or
secking to improve any patents, inventions, or rights (including intellectual property rights),
licenses, protections, concessions or any other such right which the Company may develop,
get developed, acquire or propose to acquire and to use, turn to account, manufacture under,
exploit, grant licenses, sublicenses, concessions, right of use, privileges or enter into such
other arrangements, for consideration or otherwise, in respect of aforesaid patents,
trademarks, rights (including intellectual property rights), brevets, inventions, licenses,
protections, concessions or any other such right.
B. THE MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS
SPECIFIED IN PARTA:
1. To manufacture, assemble, buy, sell, distribute, import, export, alter, remodel, hire,
exchange, repair and otherwise deal in all materials, articles, works, plant, machinery, tools,
hardware materials, appliances, apparatus, instruments, products, substances, things, capable
of being used in any business which the Company is competent to carry on or required by the
customers of or persons having dealings with the Company and to manufacture, experiment
with, render marketable and deal in all products or residuals and by-products incidental to or
obtained or occasioned in any of the business, carried on by the Company.
2. To purchase, acquire and take on lease or in exchange or person as may be considered or a
necessary or advantageous to the Company any other lawful manner any area, land,
buildings, structures, sheds, godowns and to develop, alter, improve or renovate the same as
may be required for the purposes of the Company and dispose of or maintain the same.
3. To take over, acquire and obtain the assets, business property and liabilities, goodwill or
undertaking of any other company, person or firm or to arrive at an arrangement with or to act
in union with or to amalgamate with any other Company and carry on the business or
manufacture jointly or otherwise as may be conducive to and beneficial for such combination
or concern, or the Company in such state, or union combine or co-ownership or to enter into
pooling or such other arrangement to obviate competition or loss or depreciation of assets of
the Company or otherwise with any other company or companies or concerns or persons as
may be considered expedient or necessary or advantageous to the Company
4. To purchase or otherwise acquire any patents, processes, devices, inventions, trademarks,
formulae, know-how, goodwill and rights and to deal with or dispose off the same in any
manner.
5. To acquire from time to time and to manufacture and deal with all such stock-in-trade,
goods, chattels and effects, as may be necessary or convenient for any business for the time
being carried on by the Company.
6. To establish, provide, maintain and conduct or otherwise subsidise, research laboratories
and experimental stations, workshops for scientific and technical research, experiments and
tests of all kinds, to promote studies and research both scientific and technical and inventions
by establishing, arranging for, providing, subsidising and endowing or assisting laboratories,
workshops, libraries, lectures, seminars, meetings, competitions and conferences and by
providing or contributing to the remuneration of scientific or technical experts, professors or
teachers and by providing or contributing to the award of scholarships, prizes grants to
students or otherwise and generally to encourage, promote and reward studies, research,
experiments, tests and inventions of any kind that may be considered likely to assist any
business which the Company is authorised to carry on.
7. To assist, promote, aid or subscribe to the establishment and maintenance of any
institution, association, fund or charity for the benefit and use of directors, ex-directors,
employees and ex-employees of the Company and to grant gratuities, bonuses, pensions,
privileges, relief and other emoluments to them and their dependants and to provide for the
welfare, convenience, entertainment, amelioration, education, development and assurance of
the said directors, ex-directors, employees and ex-employees and their dependants by
building or contributing to the building of houses, dwellings or quarters and by providing or
subscribing or contributing towards places of instruction and recreation, hospitals,
dispensaries, sanatoriums and medical and other assistance as the Company may deem fit and
to encourage, donate or otherwise aid any benevolent society, institution and association for
the upliftment of the employees, ex-employees and their dependants.
8. To issue bonds, debentures, debenture stock and other securities of all kinds and to frame,
constitute and secure the same as may seem expedient, with full power to make them
transferable by delivery or by instrument of transfer or otherwise and either perpetual or,
terminable and either redeemable or otherwise and to charge or secure the same by trust deed
or otherwise, on the undertakings of the Company or upon any specific property and rights,
present and future, of the Company or otherwise.
9. To acquire by concession, grant, purchase, barter, lease, exchange, license or otherwise any
tract or tracts of country, together with such right as may be agreed upon and granted by the
government, sovereign rules, or owners thereof and to expend such sums of moneys as may
be deemed expedient, requisite or advisable in explorations, survey and development thereof.
10. To search for and to purchase or otherwise acquire from any government, state or
authority, any concessions, grants, licenses, decrees, rights, powers and privileges whatsoever
(whether statutory or otherwise) which may seem to the Company capable of being turned to
account and to work, develop, carry out, exercise and turn into account the same.
11. To apply for tender, purchase or otherwise acquire contracts, sub-contracts, concessions
and licenses for or in relation to the objects or business mentioned herein or any of them and
to undertake, execute, dispose off or otherwise turn into account the same.
12. To erect, construct, enlarge, alter or maintain building and structures of every kind
necessary for the Company's business.
13 .To obtain or make arrangements for obtaining or passing any act or ordinance of a
legislature or parliament or any other law making body which may be necessary or expedient
for carrying out or extending any of the activities of the Company or 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 Company's interest and to enter into such
obligations or take such proceedings or applications as may be calculated to advance the said
objects of the Company.
14. To obtain or make arrangements for obtaining or passing any act or ordinance of a
legislature or parliament or any other law making body which may be necessary or expedient
for carrying out or extending any of the activities of the Company or 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 Company's interest and to enter into such
obligations or take such proceedings or applications as may be calculated to advance the said
objects of the Company.
15. To issue as fully partly paid up any bonds, debentures, debenture stock or other securities
of the Company in consideration of any property transferred or services rendered to the
Company and adopt as consideration for any property sold or otherwise disposed off by the
Company fully or partly paid up shares, bonds, debentures, debenture stock or other securities
of any other company. Of exchange, bills of lading, letters of credit, coupons, dock warrants,
delivery orders, railway or motor lorry receipts, debentures and other negotiable and non-
negotiable instruments, documents of title or securities and to open accounts with any
individual firm or company or with any bank or banks or bankers or shroffs and to operate
the same.
16 .To lend money to such persons or companies and on such terms and conditions as may be
deemed expedient and in particular to customer's agents, distributors, staff and others having
dealings with the Company and to guarantee the performance of contracts by any such
persons, provided that the Company shall not carry on the business of banking defined in the
Banking Regulation Act, 1949 or of insurance as defined in the Insurance Act, 1938.
1.To invest and deal with the moneys and funds belonging to, entrusted with or borrowed by
the Company not immediately required for the business of the Company in any manner.
19. Subject to the provisions of Sections 292, 293 and 58A of the Act and regulations made
thereunder and directions issued by Reserve Bank of India, to borrow or raise money or to
receive or take 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 bonds, debentures or debenture stock
perpetual or otherwise including bonds, debentures or debenture stock convertible into shares
of the Company or perpetual amenities and as securities of any such moneys so borrowed,
raised, received or taken to mortgage, pledge, hypothecate or otherwise charge the whole or
any part of the property, assets or revenue of the Company present or future by assignment or
otherwise or to transfer or convey the same absolutely or in trust and give the lenders power
of sale and other powers as may seem expedient and to purchase, redeem or pay off any such
securities.
20. To establish and maintain branches, agencies and local registers and to procure
registration or recognition of the Company and to carry on business in India or any part of the
world and to take such steps as may be necessary to give to Company such rights and
privileges in any part of the world as are possessed by local companies or partnerships or as
may be thought desirable.
21 .To make advances of a sum or sums of money upon or in respect of or for the purchase of
raw materials, goods, machinery, stores or any other property, articles and things required for
the purposes of the Company, upon such terms with or without security as the Company may
be deem expedient.
22. To pay or enter into a bond or other arrangement of the payment of all costs, expenses and
liabilities or obligations incurred or sustained in or in respect of promotion, floatation,
registration and establishment of the Company or in connection with the inauguration of the
offices, branches or agencies of the Company and in performing the opening or other
inaugural ceremony or pay or adjust the underwriting commission, brokerage, printing,
development or such other expenses as the directors of the Company may consider as
preliminary expenses.
23 .To employ experts to investigate and examine into the conditions, prospects, value,
character and circumstances of any business, concerns, projects and undertaking and
generally of any assets, property or rights.
24. To exchange, sell, convey, mortgage, assign or let on lease or for hire the whole or any
part of the property (whether movable or immovable) of the Company and to accept as
consideration or in lieu thereof, other land or cash or government securities or securities
guaranteed by any government, state or authority or shares, bonds, debentures, debenture
stock or other securities of any joint stock company or companies or partly the one or partly
the other or such other property or securities as may be determined by the Company and to
take back or acquire any property so disposed off by repurchasing or leasing the same for
such price or prices and on such terms and conditions as the Company may think fit.
25. To undertake the payment of all rent and performance of all covenants, conditions and
agreements contained in and reserved by any lease that may be granted or assigned to or be
otherwise acquired by the Company.
26. To remunerate any person or firm or company for services rendered or to be rendered in
placing or assisting to place or guaranteeing the placing of any shares in the Company's
capital or any bonds, debentures, debenture stock or other securities of the Company or in
procuring deposits, loans or credits for the Company or in or about the formation or
promotion of the Company or the acquisition of property by the Company of the conduct of
its business.
27. To adopt such means of making known the products manufactured or dealt in by the
Company as may seem expedient and in particular by advertising in the press, periodicals,
souvenirs, circulars, posters, by purchase and exhibition of works of art or interest, by
publication of books and periodicals and by granting prizes, rewards and donations (including
donations to any fund for charitable or public purposes).
28. To promote any other company for the purposes of acquiring all or any of the property
and liabilities of the Company or for any other purposes which may seem directly or
indirectly calculated to benefit the Company.
29. To insure any of the property, assets, undertakings, contracts, guarantees or obligations of
the Company of every nature and kind by any means whatsoever.
30.To create any depreciation fund, reserve fund, sinking fund, insurance fund or any other
fund or reserve whether for depreciation or for repairing, improving, extending or
maintaining any of the property of the Company or for the redemption of bonds or debentures
or for any other purpose whatsoever conducive to the interest of the Company.
31.To distribute as a dividend or bonus amongst the members or to place, to reserve or
otherwise to apply as the Company may from time to time determine any money received in
payment of dividends accrued on forfeited shares and money arising from the sale by the
Company of forfeited shares or unclaimed dividends or any moneys received by way of
premium on shares, bonds, debenture stock or other securities issued at a premium by the
Company.
32. To aid pecuniarily or otherwise any association or movement having an object for the
solution, settlement or surmounting of industrial or labour problems or troubles or the
promotion of industry and trade.
33 .(1) To undertake, carry out, lay out, promote, sponsor, guarantee or assist in any activity,
project for rural development including any programme for promoting the social and
economic welfare of or the upliftment of the people in any rural area irrespective whether the
Company has any business dealings in such areas or not and to incur any expenditure or use
any of the assets and facilities of the Company on any programme or project or activity of
rural development and to assist execution and promotion thereof either directly or in
association with any other company or person or organisation or through a Trust or Society or
an independent agency or in any manner as the Company may deem fit in order to implement
any of the projects or programmes or activities of rural development transfer without
consideration or at such fair or concessional value and divest the ownership of the property of
the Company to or in favour of any public or local body, authority, Central or State
Government or any public institution or trust or fund.
Without prejudice to the generality of the foregoing, project programme of rural development
shall mean and include: -
> Assistance in setting up of rural industries in selected areas by the rural weak, to provide
them self-employment.
> Establishment and running of dispensaries, clinic, hospitals, family centers, maternity and
children welfare centers, and family welfare centers.
> Nutrition programmes for school children.
> Construction and maintenance of rural link roads, village streets, pavements and drainage
and sanitary systems.
> Construction and maintenance of drinking water projects such as wells, tubewells etc. and
cleaning of wells and ponds.
> Rural electrification, i.e. provision for street lighting in villages and electrification of
Harijan/Tribal homes.
> Minor irrigation schemes including boring of tubewell and installation of pumping sets for
the benefit
> Establishment of workshops for servicing and repair of farm machinery and training of
artisans, machineries etc. or any other programme for promoting the social and economic
welfare or the upliftment of the people in any rural area which is likely to promote and assist
the rural development.
> And that the word "rural areas" shall include such areas as may be regarded as rural areas
under the provisions of Income Tax Act, 1961 or any other law in force for the time being
relating to rural development.
34. To undertake, carry out, layout, promote, sponsor guarantee or assist any activity or
project either directly or in association with any other company or person or organisation or
through a trust, society or other independent agency which is likely to
35 .To promote national welfare or social economic or moral upliftment of the society, people
or any section of the society or people; and in particular charitable, educational, scientific,
religious, benevolent, cultural or any other activity.
36. To promote and improve national economy and for discharging what is considered to be
social and moral responsibilities of the company to the public or society or any purpose or
objects stated herein, transfer without consideration or at such fair or concessional value 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 of any public institution or society or trust
or fund as the Directors may approve.
37. Without prejudice to the generality of the foregoing, to undertake, carry out, promote,
sponsor, or assist any activity for publication of any books, literature, newspapers etc. or for
organising lectures or seminars which is likely to advance these objects and to grant merit
awards, scholarships, loans or any other assistance to deserving students or other scholars or
persons to enable them to undertake and pursue their studies or academic pursuits or
researches and for establishing, conducting or assisting any institution, fund, trust etc. having
any one or more of the aforesaid objects.
38. To establish and support, or aid in the establishment and support of associations
institutions, funds, society, trusts, private or public for the benefit of its employees (both past
and present). Senior Managerial Personnel (both past and present), dependants, relatives, or
the family members of such persons, shareholders of the Company and for persons having
dealings with the Company and to grant pensions, allowances, gratuities and bonuses either
by way of annual payment, or lump sum and to make payments towards insurance and to
form and contribute to provident and other benefit funds for such persons and to provide for
the welfare of employees (both past and present), Senior Managerial Personnel (both past and
present) of the Company and the wives, widows, family members, dependants or relatives of
such persons and shareholders of the Company by buildings, or chawls or by grant of
moneys, pensions, allowances, bonus or other payments and to provide or subscribe or
contribute towards place of instructions and recreations, hospitals, dispensaries, holiday
homes, medical and other attendance and other assistance as the Company shall think fit.
39.To dedicate, present or otherwise dispose off either for value or not any property of the
Company deemed to be national, public or local interests to any national trust, public body,
museum, corporation or authority or any trustees or on behalf of any of the same or of the
public.
40.To enter into any arrangements with the Government of India or with any state, or with
any authority, municipal, local or otherwise or with any persons, that may seem conducive to
the Company's objects or any of them and to apply for and obtain and to purchase or
otherwise acquire from any such government, state authority or persons any concessions,
grants, licenses, decrees, rights, powers and privileges whatsoever (whether statutory or
otherwise), which may seem to the Company desirable to obtain and acquire and to carry out,
exercise and comply with any such arrangements, concessions, grants, licenses, decrees,
rights, powers and privileges.
41.On winding up, subject to the provisions of the Companies Act, 1956 to distribute in
specie 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,
bonds, debentures, debenture stock or other securities of any other Company formed to
takeover the whole or any part of the assets or liabilities of the Company but so that on
distribution amounting to a reduction of capital be made except with the sanction, if any, for
the time being required by law.
42. To amalgamate with any company or companies having objects altogether or in part
similar to those of the Company.
43.To do all or any of the above things and all such other things as are incidental or may be
thought conducive to the attainment of the objects mentioned above or any of them in any
part of the world and as principals, agents, contractors, trustees or otherwise and by or
through trustees, agents or otherwise, and either alone
IV. The liability of the members is limited and this liability is limited to the amount unpaid, if
any, on the shares held by them.
V. The Authorised Share Capital of the Company is & 58,00,00,000 (Rupees fifty eight
crores) divided into 25,00,00,000 (twenty five crores) equity shares of & 2 (Rupees two)
each, 4,00,000 (four lacs) cumulative redeemable preference shares of & 100 (Rupees one
hundred) each, and 4,00,000 (four lacs) cumulative convertible preference shares of & 100
(Rupees one hundred) each with power to increase or reduce the same from time to time and
sub-divide or consolidate or otherwise change the denomination of any shares or extinguish
uncalled liability as may be thought fit.
We, the several persons, whose names and addresses are subscribed, are desirous of being
formed into a company in pursuance of this memorandum of association, and we respectively
agree to take the number of shares in the capital of the Company set opposite our respective
names:
THE COMPANIES ACT, 2013
AND
THE COMPANIES ACT, 1956 (to the extent applicable)
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
Hero MotoCorp Ltd.
PRELIMINARY
The regulations contained in Table "F' in the first schedule to the Act shall apply to the
Company to the extent to which they are not modified, varied, amended or altered by these
Articles.
Interpretation
Unless the context otherwise requires, words or expressions contained in these Articles shall
bear the same meaning as in the Act (hereinafter defined) or any statutory modification
thereof in force at the date at which the Articles become binding on the Company. The
marginal notes hereto are inserted for convenience and shall not affect the construction hereof
and in these presents, unless there be something in the subject or context inconsistent
therewith:
"Act" means the Companies Act, 2013 and includes where the context so admits any re-
enactment or statutory modification thereof for the time being in force and any previous
company law, so far as may be applicable.
Words and expressions used in the Articles shall bear the same meaning as used in the Act or
the Rules, as the case may.
"Annual General Meeting" means a general meeting of the Members held in accordance with
the provisions of Section 96 of the Act and any adjourned holding thereof.
"Articles" means these Articles of Association as adopted or as from time to time altered by
special resolution
"Beneficial Owner" means the beneficial owner as defined in Clause (a) of Sub-Section (1) of
Section 2 of the Depositories Act, 1996.
"Board of Directors" or "Board" means the Board of Directors for the time being of the
Company and includes a committee constituted by the Board (Committee").
"Company" means "Hero MotoCorp Ltd."
"Depositories Act" means the Depositories Act, 1996 and includes where the context so
admits, any statutory modification or re-enactment thereof.
"Depository" means a depository as defined under Clause (e) of sub-section (1) of Section (2)
of the Depositories Act.
"Directors" means the directors for the time being of the Company.
"Dividend" includes interim dividend but excludes bonus Shares.
Equity Listing Agreement" means the agreement entered into with the Exchange for listing of
equity Shares and includes where the context so admits any amendment or modification
thereof for the time being in force.
"Exchange" means the Stock Exchange or Exchanges where the shares of the Company are
listed for the time being.
"Key Managerial Personnel" means the persons as defined in Section 2(51) of the Act.
"Managing Director" means the managing director or the deputy managing director or the
joint managing director for the time being of the Company by whatever name called and
appointed in accordance with the Act and these Articles.
"Chairman/Vice Chairman" means and includes Chairperson/Vice Chairperson for the time
being of the Company by whatever name called and appointed in accordance with the Act
and these Articles.
"Office" means the registered office for the time being of the Company.
"Register" means the Register of Members of the Company required to be kept under Section
88 of the Act.
"Registrar of Companies" means the registrar of companies of the State in which the Office is
for the time being situated.
"Rules" means the rules framed by the Ministry of Corporate Affairs ("MCA') under the Act,
as amended from time to time.
"Member" or "Shareholder" means a Person as defined in Section 2(55) of the Act.
"Memorandum" means the Memorandum of Association of the Company.
"Month" means the English Calendar month.
"Paid up Capital" includes credited as paid up.
"Share Capital" means the capital for the time being raised or authorised to be raised for the
purposes of the Company.
"Shares" means the shares into which the capital is divided and interests corresponding to
such Share.
"Person" includes any corporation as well as individual.
"Proxy" includes attorney duly constituted under a power of attorney appointed in accordance
with the provisions of the Act and the Rules.
:
CERTIFICATE:
