Main
objects of Pharmaceuticals Memorandum of Association.
1.
To manufacture, formulate, process, develop, refine, import, export, wholesale
and/or retail trade all kinds of pharmaceuticals, antibiotics, drugs,
medicines, biologicals, neutraceuticals, healthcare, ayurvedic and dietary
supplement products, medicinal preparations, vaccines, chemicals, chemical
products, dry salters, mineral waters, wines, cordials, liquors, soups, broths
and other restoratives or foods and also to deal in medicinal goods such as
surgical instruments, contraceptives, photographic goods, oils, perfumes,
cosmetics, patent medicines, soaps, artificial limbs, hospital requisites,
proprietary medicines, veterinary
medicines and tinctures extracts and to carry on the business of vialling,
bottling, repacking, processing of tablets, capsules, syrups, injections,
ointments, etc. and also to carry on the business of chemists, druggists,
buyers, sellers, agents, distributors and stockists of all kinds of
pharmaceuticals and allied products.
2. To carry on in India or abroad
business of importers, merchants, general order suppliers, commission agents,
representatives, distributors, royalty owner, contractors, auctioneers, indent
agents, passage agents, factors, organisers, concessionaries, sale agents, sub
agents, and insurance agents, in connection with the business as referred to in
sub-clause (1) above.
3.
To acquire, establish, run and maintain hospital(s) for the reception and
treatment of persons suffering
from illness, or mental defect or for the reception and treatment of persons
during convalescence, or of persons requiring medical attention, or
rehabilitation, to provide medical relief to the public in all branches of
medical sciences by all available means, to run, own, manage, administer,
Diagnostic Centres, Scan Centres, Nursing Homes, Clinics, Dispensaries,
Maternity Homes, Child Welfare and Family Planning Centres, Clinical,
Pathological testing laboratories, X-Ray and ECG Clinics in India and abroad,
to act as Consultant and Advisors providing technical know-how, technical
services and allied services for the establishment, operation and improvement
of Nursing Homes, Hospitals, Clinics, Medical Institutions, Medical Centres,
Diagnostics Centres and Laboratories In India and abroad, to carry out medical
research by engaging in the research and development of all fields of medical
sciences, and in therapies of medical treatment, so as to afford medical relief
in a better way, to provide research
facilities for carrying on research, basic and applied, in all systems and
discipline or medical and surgical knowledge, to develop pharmacological
standardization of indigenous medical plant, to encourage and discover new medical
and/or surgical management of disease and affections and to investigate and
make known the nature and merits of investigations and findings and research in
the said field and to acquire any processes upon such terms as may seem
expedient and to improve the same and undertake the manufacture of any product
developed, discovered or improved and/or to give licences for the manufacture
for the same to other and either to market the same or to grant licenses to
other to market the same on such terms as may be deemed fit, to provide,
encourage, initiate or promote facilities for the discovery, improvement or
development of new method of diagnosis, understanding and treatment of
diseases.
4. To
establish and run health portal, web sites, medical transcription centres, data
processing/computer centres, retail chains, e-commerce, and to offer wholesale,
retail, e-commerce facilities, health constancy and data processing and other
services that are normally offered by health portal, web sites, medical
transcription centres, data processing/computer centres, retail chains, etc. to
individuals, business and other type of customers and to impart training of
Electronic data processing, Computer Software and Hardware, to customers and
others and to carry on the business of manufacturers, producers, makers,
convertors, repairers, importers, exporters, traders, buyers, sellers,
retailers, wholesalers, suppliers, indenters, packers, movers, preservers,
stockists, agents, sub-agents, merchants, distributors, consignors, jobbers,
brokers, concessionaires or otherwise deal in computers, data processors,
calculators, tabulators, machines, appliances, accessories, devices and
instruments, of every kind and activation for use for industrial, commercial,
scientific, medical, statistical, or any other purpose and any product or products
thereof or materials, articles, software and hardware used in the operation of
or otherwise in connection therewith or ancillary thereof.
OR
The objects for which the Company is established are:
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(a)
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To carry on all or any of the businesses of manufacturers,
buyers, sellers, and distributing agents of and dealers in all kinds of
patent, pharmaceutical, medicinal, and medicated preparations, patent
medicines, drugs, herbs, and of and in pharmaceutical, medicinal, proprietary
and industrial preparations, compounds, and articles of all kinds; and to
manufacture, make up, prepare, buy, sell, and deal in all articles,
substances, and things commonly or conveniently used in or for making up,
preparing, or packing any of the products in which the Company is authorised
to deal, or which may be required by customers of or persons having dealings
with the Company.
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(b)
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To invest in pharmaceutical and related assets, including,
amongst other items, investments in pharmaceutical companies, products,
businesses, divisions, technologies, devices, sales force and other marketing
capabilities, development projects and related activities, licences,
intellectual and similar property rights, premises and equipment, royalty
rights and all other assets needed to operate a pharmaceuticals business.
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(c)
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To establish, maintain and operate laboratories for the
purpose of carrying on chemical, physical and other research in medicine,
chemistry, industry or other unrelated or related fields.
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(d)
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To invest (including long-term investments in, and
acquisitions of, the shares of pharmaceutical companies) any monies of the
Company in such investments and in such manner as may from time to time be
determined, and to hold, sell or deal with such investments and generally to
purchase, take on lease or in exchange or otherwise acquire any real and
personal property and rights or privileges.
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(e)
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To develop and turn to account any land acquired by the
Company or in which it is interested and in particular by laying out and
preparing the same for building proposes, constructing, altering, pulling
down, decorating, maintaining, fitting up and improving buildings and
conveniences, and by planting, paving, draining, farming, cultivating,
letting on building lease or building agreement and by advancing money to and
entering into contracts and arrangements of all kinds with builders, tenants
and others.
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(f)
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To acquire and hold shares and stocks of any class or
description, debentures, debenture stock, bonds, bills, mortgages,
obligations, investments and securities of all descriptions and of any kind
issued or guaranteed by any company, corporation or undertaking of whatever
nature and wheresoever constituted or carrying on business or issued or
guaranteed by any government, state, dominion, colony, sovereign ruler,
commissioners, trust, public; municipal, local or other authority or body of
whatsoever nature and wheresoever situated and investments, securities and
property of all descriptions and of any kind, including real and chattel real
estates, mortgages, reversions, assurance policies, contingencies and choses
in action.
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(g)
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To remunerate by cash payments or allotment of shares or
securities of the Company credited as fully paid up or otherwise any person
or company for services rendered or to be rendered to the Company or any
parent or subsidiary body corporate whether in the conduct or management of
its business, or in placing or assisting to place or guaranteeing the placing
of any of the shares of the Company’s capital, or any debentures or other
securities of the Company or in or about the formation or promotion of the
Company.
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(h)
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To purchase for investment only property of any tenure and
any interest therein, and to make advances upon the security of land or other
similar property or any interest therein.
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(i)
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To acquire by purchase, exchange, lease, fee farm grant or
otherwise, either for an estate in fee simple or for any less estate or other
estate or interest, whether immediate or reversionary and whether vested or
contingent, any lands, tenements or hereditaments of any tenure, whether
subject or not to any charges or encumbrances, and to hold, farm, work and
manage and to let, sublet, mortgage or charge land and buildings of any kind,
reversions, interests, annuities, life policies, and any other property real
or personal, movable or immovable, either absolutely or conditionally, and
either subject or not to any mortgage, charge, ground rent or other rents or
encumbrances.
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(j)
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To erect or secure the erection of buildings of any kind
with a view of occupying or letting them and to enter into any contracts or
leases and to grant any licences necessary to effect the same.
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(k)
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To maintain and improve any lands, tenements or hereditaments
acquired by the Company or in which the Company is interested, in particular
by decorating, maintaining, furnishing, fitting up and improving houses,
shops, flats, maisonettes and other buildings and to enter into contracts and
arrangements of all kinds with tenants and others.
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(l)
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To sell, exchange, mortgage (with or without power of
sale), assign, turn to account or otherwise dispose of and generally deal
with the whole or any part of the property, shares, stocks, securities,
estates, rights or undertakings of the Company, real, chattels real or
personal, movable or immovable, either in whole or in part, upon whatever
terms and whatever consideration the Company shall think fit.
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(m)
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To take part in the management, supervision, or control of
the business or operations of any company or undertaking, and for that
purpose to appoint and remunerate any directors, accountants, or other
experts or agents to act as consultants, supervisors and agents of other
companies or undertakings and to provide managerial, advisory, technical,
design, purchasing and selling services.
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(n)
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To make, draw, accept, endorse, negotiate, issue, execute,
discount and otherwise deal with bills of exchange, promissory notes, letters
of credit, circular notes, and other negotiable or transferable instruments.
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(o)
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To redeem, purchase, or otherwise acquire in any manner
permitted by law and on such terms and in such manner as the Company may
think fit any shares in the Company’s capital.
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(p)
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To guarantee, support or secure whether by personal
covenant or by mortgaging or charging all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the Company
or by both such methods the performance of the obligations of, and the
repayment or payment of the principal amounts of and the premiums, interest
and dividends on any security of any person, firm or company including
(without prejudice to the generality of the foregoing) any company which is
for the time being the Company’s holding company or subsidiary as defined by
Section 155 of the Companies Act 1963 or another subsidiary as defined
by the said Section of the Company’s holding company or otherwise associated
with the Company in business notwithstanding the fact that the Company may
not receive any consideration, advantage or benefit, direct or indirect from
entering into such guarantee or other arrangement or transaction contemplated
herein.
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(q)
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To lend the funds of the Company with or without security and
at interest or free of interest and on such terms and conditions as the
directors shall from time to time determine.
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(r)
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To raise or borrow or secure the payment of money in such
manner and on such terms as the directors may deem expedient whether or not
by the issue of bonds, debentures or debenture stock, perpetual or
redeemable, or by mortgage, charge, lien or pledge upon the whole or any part
of the undertaking, property, assets and rights of the Company, present or
future, including its uncalled capital and generally in any other manner as
the directors shall from time to time determine and to enter into or issue
interest and currency hedging and swap agreements, forward rate agreements,
interest and currency futures or options and other forms of financial
instruments, and to purchase, redeem or pay off any of the foregoing and to
guarantee the liabilities of the Company or any other person, and any
debentures, debenture stock or other securities may be issued at a discount,
premium or otherwise, and with any special privileges as to redemption,
surrender, transfer, drawings, allotments of shares; attending and voting at
general meetings of the Company, appointment of directors and otherwise.
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(s)
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To accumulate capital for any of the purposes of the
Company, and to appropriate any of the Company’s assets to specific purposes,
either conditionally or unconditionally, and to admit any class or section of
those who have any dealings with the Company to any share in the profits
thereof or in the profits of any particular branch of the Company’s business
or to any other special rights, privileges, advantages or benefits.
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(t)
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To reduce the share capital of the Company in any manner
permitted by law.
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(u)
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To make gifts or grant bonuses to officers or other
persons who are or have been in the employment of the Company and to allow
any such persons to have the use and enjoyment of such property, chattels or
other assets belonging to the Company upon such terms as the Company shall think
fit.
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(v)
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To establish and maintain or procure the establishment and
maintenance of any pension or superannuation fund (whether contributory or
otherwise) for the benefit of and to give or procure the giving of donations,
gratuities, pensions, annuities, allowances, emoluments or charitable aid to
any persons who are or were at any time in the employment or service of the
Company or any of its predecessors in business, or of any company which is a
subsidiary of the Company or who may be or have been directors or officers of
the Company, or of any such other company as aforesaid, or any persons in
whose welfare the Company or any such other company as aforesaid may be
interested and the wives, widows, children, relatives and dependants of any
such persons and to make payments towards insurance and assurance and to form
and contribute to provident and benefit funds for the benefit of such persons
and to remunerate any person, firm or company rendering services to the
Company, whether by cash payment, gratuities, pensions, annuities,
allowances, emoluments or by the allotment of shares or securities of the
Company credited as paid up in full or in part or otherwise.
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(w)
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To employ experts to investigate and examine into the
conditions, prospects, value, character and circumstances of any business
concerns, undertakings, assets, property or rights.
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(x)
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To insure the life of any person who may, in the opinion
of the Company, be of value to the Company, as having or holding for the
Company interests, goodwill, or influence or otherwise and to pay the
premiums on such insurance.
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(y)
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To distribute either upon a distribution of assets or
division of profits among the Members of the Company in bind any property of
the Company, and in particular any shares, debentures or securities of other
companies belonging to the Company or of which the Company may have the power
of disposing.
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(z)
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To give, whether directly or indirectly, and whether by
means of a loan, guarantee, the provision of security or otherwise, any
financial assistance for the purpose of or in connection with a purchase or
subscription made or to be made by any person of or for any shares in the
Company, or, where the Company is a subsidiary company, in its holding
company.
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(aa)
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To do and carry out all or any of the foregoing objects in
any part of the world and either as principals, agents, contractors, trustees
or otherwise, and either by or through agents, trustees or otherwise and
either alone or in partnership or in conjunction with any other company, firm
or person, provided that nothing herein contained shall empower the Company
to carry on the businesses of insurance.
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(bb)
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To apply for, purchase or otherwise acquire any patents,
brevets d’invention, licences, trade marks, industrial designs, know-how,
concessions and other forms of intellectual property rights and the like
conferring any exclusive or non-exclusive or limited or contingent rights to
use, or any secret or other information as to any invention or process 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.
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(cc)
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To enter into partnership or into any arrangement for
sharing profits, union of interests, co-operation, joint venture, reciprocal
concession or otherwise with any person or company 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 any business or transaction
capable of being conducted so as directly or indirectly to benefit the
Company.
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(dd)
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To acquire and undertake the whole or any part of the
undertaking, business, property and liabilities of any person or company
carrying on any business which the Company is authorised to carry on or which
is capable of being conducted so as to benefit the Company directly or
indirectly or which is possessed of assets suitable for the purposes of the
Company.
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(ee)
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To adopt such means of making known the Company and its
products and services as may seem expedient.
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(ff)
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To acquire and carry on any business carried on by a
subsidiary or a holding company of the Company or another subsidiary of a
holding company of the Company.
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(gg)
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To promote any company or companies for the purpose of
acquiring all or any of the property and liabilities of this Company or for
any other purpose which may seem directly or indirectly calculated to benefit
this Company.
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(hh)
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To amalgamate with, merge with or otherwise become pact of
or associated with any other company or association in any manner permitted
by law.
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(ii)
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To do and carry out all such other things, except the
issuing of policies of insurance, as may be deemed by the Company capable of
being conveniently carried on in connection with the above objects or any of
them or calculated to enhance the value of or render profitable any of the
Company’s properties or rights.
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