Memorandum Wrapper.P65

TUBE INVESTMENTS OF INDIA LIMITED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION Registered Office : Tube Investments of India Ltd. “Dare House” 234, N.S.C. Bose Road Chennai - 600 001. Memorandum Wrapper.p65 1 12/15/2009, 2:44 PM Memorandum Wrapper.p65 2 12/15/2009, 2:44 PM Memorandum Certificate.p65 1 12/15/2009, 2:44 PM Memorandum Certificate.p65 2 12/15/2009, 2:44 PM Memorandum Certificate.p65 3 12/15/2009, 2:44 PM Memorandum Certificate.p65 4 12/15/2009, 2:44 PM Memorandum Certificate.p65 5 12/15/2009, 2:44 PM Memorandum Certificate.p65 6 12/15/2009, 2:44 PM Amended Memorandum confirmed by the Order of High Court at Madras dated 3-3- 1961 in Company Petition No.68 of 1960 and registered by the Registrar of Companies on 7-6-1961 under Sec. 18 (i) of Companies Act, 1956. MEMORANDUM OF ASSOCIATION OF TUBE INVESTMENTS OF INDIA LIMITED I. The name of the Company is “TUBE INVESTMENTS OF INDIA LIMITED”. II. The Registered Office of the Company will be situated in the Province of Madras. III. The objects for which the Company is established are :- 1. To carry on the business of manufacturers, assemblers, dealers and importers and exporters and merchants, distributors, stockists and agents for and buyers of bicycles, tricycles, motor cars, motor cycles, motor-propelled cycles, scooters, engines of all kinds and vehicles and rolling stock of every description and of spare parts and components thereof and parts allied thereto and generally all sorts of tubes and tubular goods and steel and metal goods and to assemble, repair, improve, alter and otherwise prepare for the market all of the said goods. @1A. To manufacture, sell, trade and otherwise deal in electrically or otherwise powered scooters, motorcycles, cycles, cars and vehicles of all description including their parts, components, spares and accessories thereof. @1B. To establish retail network or otherwise engage in the business of manufacture, sale, trade, providing service and/or otherwise deal in all types of sports, adventure, fitness, leisure and health products, equipment and accessories including kits, gears, instruments, ancillaries, appliances, apparels, foot wears, toys, mobility products, apparatus and articles of every description. 2. To carry on the business of manufacturers, assemblers, dealers, importers, exporters, merchants, distributors and stockists of tubes and tubular goods made of steel and of any other metals and of plastics and of synthetic materials and of all kinds and materials and tubes and tubular goods for engineering, aircraft and ship building industries, cycle and automobile tubing of all kinds including precision, mechanical and pressure, flush and sanitary pipes, furniture tubes, pressure vessels, headers, steel drums, steel gas cylinders, locomotives, boiler tubes, transformer tubes, conduits and tubes of all kinds and materials for military and defence purposes. *3. To act as consulting engineers, consultants, and advisers in structural/civil/design engineering, to undertake projects involving use of tubes and metal sections of turnkey basis and to carry on business @ Added in terms of a Special Resolution passed on 19th December 2007. * Substituted in terms of Special Resolution passed at the 41st AGM held on 18th July, 1990. 1 Memorandum01-10.p65 1 12/15/2009, 2:44 PM of manufacturers, assemblers, erectors, builders and as dealers, importers, exporters, merchants, agents, distributors and stockists of metal sections of every description, machines, gland packings and mechanical seals, heat exchanger packings, ferrules, fittings, controlled tube expander equipment, mouldings and fabrications in Fluon and Teflon (P.T.F.E.), cold rolled metal sections, manipulated components and fabricated assemblies of every description for engineering, building, transport, aircraft, material handling, power transmission and ship building, railcars and bus body frames, prefabricated buildings, furniture, vehicle seating, paints, traffic signs and metal sports goods. 4. To carry on the business of manufacturers, assemblers, engineering and constructional contractors, body builders and fitters of vehicles, cars, buses and lorries and contractors and builders of any vehicles, machinery and factories in the construction of which tubes or tubular materials or metal sections are used or incorporated. 5. To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market and otherwise deal with, tubes and tubular goods and metal sections and goods in the manufacture or construction of which tubes or tubular goods of any kind or material or metal sections are used. 6. To carry on business as manufacturers, assemblers, dealers, importers, exporters and merchants, agents and distributors of saddles and seats for cycles and for any kind of vehicles to which saddles and seats are fitted and all accessories and components thereof. *7. To carry on business as manufacturers, dealers, importers, exporters, merchants, agents and distributors of cycle chains, motor cycle chains, agricultural chains, industrial chains, roller chains and chains of all description, sprockets and all power transmission related products and auto components. 8. To carry on the business of aluminium manufacturers in all its branches and to manufacture and deal in products and goods made of aluminium and aluminium alloys or in the manufacture or finishing of which aluminium is used. 9. To carry on the business of electricians, electrical engineers in all its branches and manufacturers of all kinds of electrical machinery and electrical apparatus for any purpose whatsoever and to manufacture, sell, supply and deal in accumulators, lights, lamps, meters, engines, dynamos, batteries, torches, telephonic or telegraphic apparatus of any kind and manufacturers of and dealers in scientific instruments of any kind. 10. To carry on the business of iron and steel founders and Founders of non-ferrous metals in all their branches, and the smelting, casting, forming, shaping of ferrous and non-ferrous metals and other materials and of machine parts, implements and hardware of every description, of iron mongers, steel makers, steel converters, manufacturers of ferro-manganese, colliery proprietors, coke manufacturers, miners, engineers and tin-plate makers in all their respective branches. 11. To carry on business as manufacturers, assemblers, dealers, importers, exporters and merchants and agents and distributors of lights, lamps and torches of every description including dynamo lamps, batteries, glassware and all accessories and components thereof. 12. To manufacture, buy, sell, import, export and deal in scientific instruments, apparatus, appliances, precision and other tools, hypodermic needle tubes, capillary and Bourdon and other gauge tubes, and implements of all kinds, school, college and university requisites, laboratory fittings and furniture, surgical goods and instruments and hospital requisites and supplies and furniture and accessories of all kinds. 13. To carry on business of iron founders, civil, mechanical and electrical and atomic engineers and manufacturers of agricultural implements and other machinery, toolmakers, brass-founders, metal-workers, boiler-makers, mill-wrights, machinists, iron and steel converters, smiths, wood-workers, builders, painters, metallurgists, water-supply engineers, gas-makers, farmers, printers, carriers and merchants, and to buy, sell, manufacture, repair, convert, alter, let on hire, and deal in machinery, implements, rolling stock, and hardware of all kinds. * Substituted in terms of Special Resolution passed on 27th September, 2004. 2 Memorandum01-10.p65 2 12/15/2009, 2:44 PM 14. To carry on the business of carriers, merchants, stockists, distributors, importers, exporters and general and commission agents of goods and merchandise of all descriptions. 15. To establish any workship, factory, plant, machinery or other equipment necessary for any of the purposes or business of the Company. 16. To acquire and run any industrial concern, factory or mill as the Company may deem fit. 17. To employ experts to investigate and examine into the condition, prospects, value, character and circumstances of any business concerns and undertakings and generally of any assets, property or rights. 18. To transact or carry on all kinds of agency business and in particular in relation to the investment of money, the sale of property and collection and receipt of money, and to be Managers or Managing Agents of any concern, company or business and trustees, gratuitous or otherwise, of any assets, funds and business under any arrangement. *19. Generally to carry on business as financiers and guarantors and to undertake and to carry out all such operations and transactions (except business of banking within the meaning of Banking Companies Act) as an individual capitalist may lawfully undertake and carry on. 20. To develop and turn to account any land acquired by or in which the Company is interested and in particular by laying out and preparing the same for building purposes, railway sidings and landing grounds, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings and by painting, paving, draining, farming, cultivating, letting on building lease or building agreement. 21. To advance and to lend money either with or without security and generally to such persons and upon such terms and conditions as the Company many think fit. 22. To sell, exchange, lease, mortgage, charge, develop, dispose of or otherwise

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