NAME: RAKSHITA SHETTY ROLL NO.: 2462 CLASS: S.Y.B.COM. FIANANCIAL MARKET SUB: BUSINESS LAW http://wjheiiygwe.blogspot.

com/ TOPIC: MEMORANDUM OF ASSOCIATION SUBMISSION DATE: 4TH JANUARY, 2011

PROFESSORS SIGN:

MEMORANDUM OF ASSOCIATION OF NUCLEAR POWER CORPORATION OF INDIA LIMITED

I.NAME CLAUSE: The name of the Company is Nuclear Power Corporation of India Limited. II. REGISTERED CLAUSE: The registered office of the Company will be situated in The State of Maharashtra. III.OBJECTIVE CLAUSE|: The objects for which the Company is established are: A. Main objects to be pursued by the Company on its incorporation: 1. To plan and execute an integrated programme for harnessing and developing nuclear energy for generating electricity on a commercial basis. 2. To promote protection of the environment including air, land, forests and water and for this purpose to undertake all necessary activities independently or in conjunction with other agencies engaged for the same purpose. 3. To engage in the business of purchasing, selling, importing, exporting, producing (including manufacturing of nuclear components, fabrication of atomic fuel), trading (including trading of electricity), manufacturing or otherwise dealing in all matters relating to the planning and execution of nuclear, hydro-electric, thermal, wind and other power projects using conventional or non conventional sources of electricity and associated transmission

facilities and to the operation and maintenance of such power stations and ancillary facilities and to install, operate and manage all necessary plants, establishments and works. B. Objects incidental or ancillary to attainment of the main objects: 1. To coordinate the activities of its subsidiaries, to determine their economic and financial objectives and targets and to review, control, guide and direct their performance with a view to securing optimum utilization of all resources placed at their disposal in pursuance of the Company's objectives. As a helper and servicing agency for the subsidiaries 2. To arrange, secure and make available to its subsidiaries and other related organisations such facilities, resources, inputs and services as may be required. To obtain charters, concessions, etc. 3. To enter into any arrangement with the Government of India or with the Government of any State or with any local or State Government authorities, national, local, municipal or otherwise or with any person for the purpose of directly or indirectly carrying out the objects or furthering the interests of the Company or its members and to obtain from any such Government, authority or person any charters, subsidies, loans, indemnities, grants, contracts, decrees, rights, sanctions, privileges, licences or concessions whatsoever (whether statutory or otherwise) which the company may think desirable to obtain and carry out, exercise and comply with. 4. Subject to sections 58A, 292 and 293 of the Act and Rules made there under and the directives of the Reserve Bank of India, to borrow money or to receive money or deposits for the purpose for financing the business of the Company either with security, lien and collateral or mortgage or other security charge on the undertaking on

all or any of the assets of the Company including uncalled capital and to increase, reduce or pay off any such securities. To acquire and lease property 5. To acquire by purchase, lease, exchange, hire or otherwise, or to construct and maintain factories and factory buildings, and conveniences of all kinds, lands, buildings, apartments, plant, machinery and hereditaments of any nature or description situated in India or any other part of the world and any estate or interest therein and any rights over or connected with land so situated and turn the same to account in any manner as may seem expedient, necessary or convenient to the Company for the purposes of its business. To acquire business/companies 6. To acquire, possess and undertake the whole or any part of the business, assets, property, goodwill, rights and liabilities of any person, firm, society, association, corporation or company carrying on any business which the Company is authorised to carry on. To obtain authority etc. to carry out its objects 7. To obtain, apply for, arrange for the issue or enactment of any order or Act of Legislature or Act of Authority in India or any other part of the world for enabling the Company to obtain powers, authority, protection, financial and other help, necessary or expedient to carry out or extend any of the objects of the Company or for any other purpose which may seem expedient and to oppose any proceedings or applications or any other endeavours, steps or measures which may seem likely to directly or indirectly prejudice the companys interests. To acquire knowhow, etc. 8. To apply for, purchase, or otherwise acquire any trademarks, copyrights, patents, brevets d inventions, licenses, concessions and the like, conferring any exclusive or non-exclusive or limited right to 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. To promote research, development and training. 9. (a) Subject to the provisions of the Atomic Energy Act, 1962, as amended from time to time, to promote, establish, provide, maintain, and conduct, or otherwise support research and development laboratories and experimental workshops or pilot plants for scientific, technical or research experiments and to undertake and carry on directly or in collaboration with other agencies scientific and technical studies and research & development in furtherance of the companys objectives or in the national interests. (b) To establish, maintain and operate training institutions and hostels for employees in India or in any part of the world, likely to be useful to or assist in any business which the Company is authorised to carry on. To improve and manage property, etc. 10. To improve, manage, develop, exchange, lend, lease or let, under-lease, sub-let, mortgage, dispose of, deal with in any manner, turn to account, reserve or otherwise deal with any property of the Company or rights therein. To invest money 11. To accumulate funds and to invest or otherwise employ money belonging to or held by the company and not immediately required in the purchase or acquisition of any property whether movable or immovable, shares, securities or other investments whatsoever or for working capital upon such terms as may be thought proper and from time to time to vary all or any such investments in such manner as the company may think fit. To undertake joint ventures 12. To enter into partnerships or into any arrangement for joint working, sharing or pooling of profits, amalgamation, union of

interests, co-operation, joint venture, reciprocal concession or otherwise or amalgamate with any person (including any Governmental institution/organization/undertaking, any private entity or person and or any foreign investing entity) or company engaged in or about to be engaged in, any business transaction or activity which the Company is authorised to engage in, any business undertaking or transaction which may seem capable of being carried on or conducted so as to directly or indirectly benefit the Company. To provide for welfare of employees 13. To provide for welfare measures for persons employed by the Company, ex-employees of the Company and the employees of its subsidiaries or persons formerly employed by the departmental undertaking, and the wives, families or dependents of such persons by assisting cooperative societies of employees or by building or contributing to the building of houses or dwellings or by grants of money, pensions, allowances, bonus or other payments or by creating and from time to time subscribing or contributing to Provident, Gratuity and Superannuation funds maintained directly or through other Associations, Institutions, Funds or Trusts or Societies, Clubs, etc. or by helping persons employed by the Company to effect or maintain insurance on their lives by contributing to the payment of premia or otherwise and by providing, or subscribing through donations, gratuities, pension, bonus, annuities, gifts and/or free or subsidies services, or contributing towards places of instruction and recreation, hospitals, dispensaries, and medical attendance, instituting scholarships and providing loans for education and any other assistance as the Company shall deem fit. To sell or dispose of the undertaking 14. Subject to the provisions of the Atomic Energy Act, 1962 and the Companies Act 1956, to sell, dispose of or transfer any building, machinery, industrial undertaking, or factory to any other company or association or concern carrying on similar business on such terms

and conditions as may be determined by the Company. To sell Companys immovable properties 15. Subject to Section 293 of the Act, to sell, convey, assign, exchange, let on lease or grant licence for the whole or any part of the Companys immovable properties and to accept consideration in lieu thereof, in the form of either land or cash or Government bonds, shares in joint stock companies or partly the one and partly the other or such other property or securities as may be determined by the Company; and to take back or re-acquire any property so disposed of by repurchasing or obtaining a licence or lease at such price or prices and on such terms and conditions as may be determined by the Company.To enter into contracts 16. (a) To enter into agreements and contracts with foreign individuals, companies, governments or other organisations for purchase of equipments or services and for technical, financial or any other assistance, for carrying out all or any of the objects of the Company. (b) To enter into any agreement with any Government or authorities (municipal, local or otherwise) or any corporations, companies, or persons which may seem conducive to the Companys objects and to obtain from any such Government authorities, corporations, companies or persons any contract, right, privilege and/or concessions which the Company may think desirable and to carry out exercise and comply with any such contracts, rights, privileges and concessions. (c) To enter into contracts of indemnity and guarantee in connection with the business of the Company. To establish agencies, etc. 17. To establish and maintain agencies, branch offices and local units, to procure registration or recognition of the Company and to carry on business in any part of th world and to take such steps as may be necessary to give the 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. To collect information, etc. 18. To arrange, receive and collect all relevant data and information in regard to any business carried on by the Company or its subsidiaries. To create depreciation fund, decommissioning fund, etc. 19. To create any contingency fund, depreciation fund, decommissioning fund, reserve fund, sinking fund, insurance fund or any other fund, whether for depreciation or for replacing, repairing, improving, extending or maintaining any of the properties of the Company, or for any purpose conducive to the interests of the Company other than for nuclear liability which shall continue to be the responsibility of the Central Government. To open accounts in Banks. 20. To open an account or accounts with any individual firm or company or with any Bank or bankers or shroffs and to pay into and withdraw money from such account or accounts. Acquisition of shares, stocks, etc. 21. To acquire shares, stocks or securities in or of any company carrying on any business which this Company is entitled to carry on or of any other company or undertaking the acquisition of which may seem likely or calculated directly or indirectly to promote or advance the interests of or be advantageous or beneficial to the Company and to sell or dispose of or transfer any such shares, stocks or securities. To conduct consultancy services 22. To promote, organise or conduct consultancy services in any field of activity in which the Company is engaged. To merge or amalgamate with any Corporate Body. 23. Subject to the provisions of the Act, to merge, amalgamate or consolidate with any corporate body or departmental undertaking

heretofore or hereafter created, in such manner as may be permissible under law. To vest property or rights in property 24. Subject to the provisions of the Companies Act, 1956, to vest any immovable or movable property or rights or interest in such property acquired by or belonging to the Company in any persons or in any other company or allow their use for the benefit of the Company with or without any declared trust in favour of the Company. To buy, sell and deal in materials and machinery, etc. 25. To buy, sell and deal in materials, minerals, plant, machinery, implements, conveniences, provisions and things capable of being used in connection with or required by workmen and other employees of the Company in connection with the business of the Company. To draw, accept bills 26. To make, draw, accept, endorse, discount, execute and issue cheques, promissory notes, hundies, instruments and bills of exchange, bills of lading, warrants, shares, debentures, bonds and other negotiable or transferable instruments /securities. To do incidental things 27. 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 above objects or any of them and as principals, agents, contractors, trustees, or otherwise and either alone or in conjunction with others. To employ foreign technicians or experts 28. To employ requisite number of foreign technicians or experts or advisers on contract basis or otherwise for furtherance of the Companys objectives. To pay preliminary expenses 29. To pay out of the funds of the Company all costs, charges and expenses which the Company may lawfully incur with respect to the promotion, formation and registration of the Company or which the Company may consider as preliminary expenses including the cost of professional services, advertising, printing and stationery, and the

expenses incurred upon the formation of agencies, branches and local offices. To dispose of property on winding up 30. Subject to the provisions of the Act, to distribute or otherwise dispose of any property or assets of the Company or any proceeds of sale or disposal of any property or assets of the company in case of winding up of the Company, including 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 so that no distribution amounting to reduction of the capital of the Company is made except with the sanction, if any, for the time being required by law. To promote Company 31. To promote or concur in or associate with the promotion of any company, which shall be considered desirable in furtherance of any object of the Company. To carry on convenient activities 32. To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them. Agent of Public Sector Financial Institutions. 33. To act as agent of Government/Public Sector Financial Institutions, to exercise all the rights and powers exercisable at any meeting of any company engaged in research, engineering, consultancy, manufacture of equipment for construction of Nuclear Power Stations and ancillary projects, in respect of any shares held by the Government, public sector financial institutions, nationalised banks or nationalised insurance companies with a view to securing the most effective utilisation of the financial investments and loans in such companies and the most efficient development of the said industries. To subscribe for charitable purposes 34 To subscribe or donate money for any national, charitable, benevolent, public, social or useful object or for any exhibition, or for any purpose which may be considered as directly or indirectly

promoting the objects of the Company or interest of its members, employees or public at large. C. Other objects: 1.To act as an entrepreneur on behalf of the Central Government, to identify new areas of economic investment and to undertake or help in the undertaking of such investments in a manner not prejudicial to the Companys interest. 2. To subscribe for, underwrite, purchase or otherwise acquire and to hold, dispose of and deal with shares, stocks, securities and evidences of indebtedness or the right to participate in profits or other similar documents issued by any Government Authority, Corporation or body or by any company or body of persons and any option or right in respect thereof. 3. To carry on the business of carriers by land, sea and air as may be required from time to time. 4. To carry on the business of trading in or dealing with in any manner in all commodities, goods and things manufactured, produced or dealt with in any manner by any of the subsidiaries of the Company and it is hereby declared that: (a) the word company save when used in reference to this company, in this clause shall be deemed to include any partnership or other body of persons, whether incorporated or not, whether domiciled in India or elsewhere. (b) the term India when used in this clause, shall, unless repugnant to the context, include all territories from time to time comprised in the Union of India. 5. To carry on the business of trading and dealing with in any manner and in particular to buy, sell and deal in goods, stores, consumable

articles, chattel and effects of all kinds, both wholesale and retail and to manufacture such goods or works in which the Company and its subsidiaries are authorised to carry on business. 6. To provide halls and other suitable rooms, plots and buildings and to permit the same or any part thereof to be used on such terms as the Company shall think fit for any purpose, public or private and in particular for public meetings, exhibitions, concerts, lectures, seminars, theatrical performances and other entertainments and for reading, writing and newspaper rooms, libraries, clubs, stadia, baths and refreshment rooms. 7. To lay out and prepare any land for any kind of athletic sports and for the playing of such sports or for any kind of amusements or entertainments and to construct stands and buildings and conveniences for use in connection therewith. To promote and encourage in all possible manner sports persons and sports events. 8. To promote art in all its forms, culture and cultural activities including the purchase of works of art and to support cultural events and institutions.

IV. LIMITED CLAUSE: The liability of members is limited. V. SHARE CLAUSE: The authorized Share Capital of the Company is Rs.15,000,00,00,000/- (Rupees Fifteen Thousand Crores) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs.1000/(Rupees One Thousand) each.

VI. ASSOCIATION CLAUSE: 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. Name, Address, Description and Occupation No. of Shares Equity Signature of Subscriber Name, Address, Description and Occupation of Witness. President of India through Dr. M.R. Srinivasan, S/o Shri M.S. Ramaswamy, Secretary to the Govt. of India, Dept. of Atomic Energy, C.S.M. Marg, Bombay-400 039. Shri S.L. Kati, S/o Shri L.M. Kati, Nuclear Power Board, Homi Bhabha Road, Colaba, Bombay-400 005. Shri S.K. Bhandarkar, S/o Shri K.Y. Bhandarkar, Joint Secretary to Govt. of India, Dept. of Atomic Energy, C.S.M. Marg, Bombay-400 039. Shri R. Basu, S/o Dr. J.K. Basu,

Executive Director, Nuclear Power Board, Homi Bhabha Road, Colaba, Bombay-400 005. Smt. Chandra Iyengar, D/o Shri E.A. Srinivasan, Deputy Secretary to Govt. of India, Dept. of Atomic Energy, C.S.M. Marg, Bombay-400 039. Shri S.R. Giridhar, S/o Shri. M.S. Srinivasan, Director(Personnel), Nuclear Power Board, Homi Bhabha Road, Colaba, Bombay-400 005. Shri K.V. Mahadeva Rao, S/o Shri K.V. Subba Rao, Secretary, Nuclear Power Board, Homi Bhabha Road, Colaba, Bombay-400 005. Shri R.K. Bajaj, S/o Shri S.P. Bajaj, Under Secretary to Govt. of India, Dept. of Atomic Energy, C.S.M. Marg, Bombay-400 039. Place: Bombay Dated: 31.8.1987