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MBA
Posted Date:
Total Responses: 0
Posted By: Bharath Sudar Member Level: Platinum Points/Cash: 10
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MEMORANDUM OF ASSOCIATION OF ASHOK LEYLAND LIMITED
Name of the Company is “Ashok Leyland Limited”.
? The Registered Office of the Company will be situated in the State of Tamil Nadu
? The Objects for which the Company is established are:-
• To carry on the Business of manufacturers, assemblers of, dealers in, hirers, repairers ,cleaners, storers, warehousers, pf motor cars, motor cycles, cycle-cars, motors, scooters, motor-buses and lorries, trucks, tractors,cycles, bicycles, and carriages, launches, boats and ships, vans aeroplanes, hydroplanes, and other vehicles and conveyances of all descriptions for carrying passengers or other personnel, goods, commodities, produce, cargoes and other things on land or sea or by air whether propelled or assisted by means of petrol, spirit, steam, gas, electrical, animal or other powers, and all engines, chassis, bodies, turbines, tanks, tools, implements, accessories and other things, materials and products used for, in or in connection with motors and other things.
• To carry on the business of mechanical engineers, machinists, fitters, mill-wrights, pounders, galvanisers, enamellers, electroplaters, painters and packing case-makers.
• To develop, design, programme, conduct feasibility studies, act as advisor, retainers, consultants and/or agents to all projects and to engage in project survey, implementation, progress monitoring and turnkey installation
• To import into Indian Austin cars and other Austin products, to assemble Austin products from their Components, to undertake the progressive manufacture in India of such parts of Austin products as can, under suitable provisions for such manufacture, be manufactured there, to supply Austin Products and parts to accredited distributors for re-sale to the public in India and to provide adequate facilities for the prompt servicing of Austin Products in India
• To acquire and work mines, plantations, forests, lands, licences, leases and other rights and privileges.
• To enter into any contract or arrangement or other dealing for the more efficient conduct of the traffic or business of the Company or any part thereof.
• To sell, let, exchange or otherwise deal with the undertaking of the Company of any part thereof for such consideration as the Company may think if and in particular for shares, debentures or securities of any other Company having objects altogether or in part similar to those of this Company and if thought fit to distribute the same among the share-holders of this Company
• To provide for the welfare of the employees or ex-employees of the Company and the wives, widows and families of the dependents or connections of such persons, by building or contributing to the building of houses, dwellings or chawls, or by grants of money, pensions, allowances, bonus, or other payments; or by creating and from time to time subscribing or contributing to Provident or other associations, institutions, funds or trusts, and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Company shall think fit, and to subscribe or contribute or otherwise to assist or to guarantee money of charitable, benevolent, religious, scientific, national, political or other institutions and object which shall have any moral or other claim to support or aid by the Company either by reason of locality of operation or of public and general utility or otherwise
AND IT IS HEREBY DECLARED that the word “Company” in this Memorandum when applied otherwise than to this Company shall be deemed to include any authority or partnership or other body of persons whether incorporated or not and whether domiciled in India or elsewhere; and the intention is that the objects set forth in each of the several paragraphs of this Clause shall have the widest possible construction and shall in no wise be limited or restricted by references to or inference from the terms of any other paragraphs of this Clause shall have the widest possible construction and shall in no wise be limited or restricted by reference to or inference from the terms of any other paragraphs of this Clause or the name of the Company
? The liability of the members is limited
? The Capital of the Company is Rs.150, 00,00,000(Rupees One hundred and Fifty Crores only) divided into 15,00,00,000 equity shares of Rs.10/- each
OPERATION & OBJECTIVES
OF
ASHOK LEYLAND LIMITED
The Operation and Objectives of the Company are following below:-
? To carry on the Business of manufacturers, assemblers of, dealers in, hirers, repairers ,cleaners, storers, warehousers, pf motor cars, motor cycles, cycle-cars, motors, scooters, motor-buses and lorries, trucks, tractors, cycles, bicycles, and carriages, launches, boats and ships, vans aeroplanes, hydroplanes, and other vehicles and conveyances of all descriptions for carrying passengers or other personnel, goods, commodities, produce, cargoes and other things on land or sea or by air whether propelled or assisted by means of petrol, spirit, steam, gas, electrical, animal or other powers, and all engines, chassis, bodies, turbines, tanks, tools, implements, accessories and other things, materials and products used for, in or in connection with motors and other things.
? To Buy, sell, let on, hire, repair, alter and deal in machinery, component parts, accessories and fittings of all kinds for motors and other things and all articles and things referred to in the above item hereof or used in or capable of being used in connection with the manufacture, maintenance and working thereof.
? To carry on the business of garage-keepers and suppliers of and dealers in petrol, electricity and other motive power to motors and other things.
? To develop, design, programme, conduct feasibility studies, act as advisor, retainers, consultants and / or agents to all projects and to engage in project survey, implementation, progress monitoring and turnkey installation
? To erect, acquire, work, use, barter, exchange and otherwise, deal with such mills, factories, workshops, buildings, houses and erections as may be expedient and to purchase or put into working order such machinery and other accessories as may from time to time be expedient
? To carry on the business of warehousemen and wharfingers
? To carry on the business of carriers by land, water or air
? To promote any other Company for the purpose of acquiring all or any of the property and liabilities of this Company of for any other purpose which may seem directly or indirectly calculated to benefit this Company and to buy, sell, contract to buy or sell and deal in shares, stocks, debentures and securities of all kinds.
? To invest or deposit or deal with the moneys of the Company not immediately required for the purposes of its business in such manner as may from time to time be determined
? To guarantee the performance of contracts
? To establish agencies or branches in India or elsewhere and to undertake the management of any Company or Companies having objects altogether or in part similar to those of this Company and to take all necessary steps for registering the Company in any Country as may be thought fit.
? To improve, manage, work, develop, lease, mortgage, abandon or otherwise deal with, all or any part of the part of the property movable or immovable of the Company and all or any of the rights and concession of the Company
The Company to do all or any of the above things in any part of the world as Principals, Agents, Contractors, Trustees, Insurers, or otherwise and either alone or in conjunction with others.
DEPARTMENTS
OF
ASHOK LEYLAND LIMITED
Ashok Leyland is mounting with the following departments:-
1.FINANCIAL DEPARTMENT
2.PERSONNEL DEPARTMENT
3.PURCHASING DEPARTMENT
4.SECRETARIAL AND LEGAL DEPARTMENT
5.MANUFACTURING DEPARTMENT
6.MARKETING DEPARTMENT
HISTORY
OF
ASHOK LEYLAND LIMITED
The Company was Incorporated on 7th September 1948, at Chennai. At first , they Manufacture Comet Chassis and Leyland ‘Tiger’ and ‘Titan’ Chassis and Leyland Diesel Engines. In July 1955, the name of the Company Was changed from Ashok Motors Ltd., to Ashok Leyland Ltd.
In June 1956, 4 lakh shares allotted to Leyland Motors. In November 11 lakh share issued at par 15,03,456 shares as rights in prop. 19:40 & 5,96,544 shares to Leyland Motors to maintain their holding at 40%.Afterwards the Company Issued many Share allotments and developing their growth.
In February 1979, the Company made a public issue of 49,61,349 No. of equity shares of Rs.5 each at a premium of Rs.3 per share.
In 1980, with the collaboration, the Company embarked on a programme of manufacture of integral buses. The R & D division was also engaged in developing a new vehicle prime mover with turbocharged engine which in operation with a Tandem-Axle trailer, would enable a GTW of 26T. The Company also developed a longer integral bus with larger seating capacity. A technical collaboration agreement was entered into for the manufacture of synchromesh transmissions to the designs of Azhnradfabrik Friedrichshafen AG of West Germany.
In 1983, the Company entered into an agreement for a joint venture in Sri Lanka for the assembly and progressive manufacture of Ashok Leyland vehicles. ACL proposed to create facilities for body building and assembly of panels for front-end structures for truck and business in order to cater to the requirements. Then the Company entered into a technical collaboration with Hino Motor Ltd., Japan for their ‘w’ series engines.
In 1986, DGTD registration for the manufacture of metal cutting and grinding machines at the Hosur and Alwar plants was obtained. A Prototype of a rear engine bys chasis according to the specifications laid down by special working group for use in State Transport Undertakings was acknowledge by the latter during the year
In 1987, the “Intermediate” vehicle with 4-cylinder HINO engine was introduced in the market under the brand name “CHITAL”. A test track for endurance testing of vehicles was also commissioned
In 1989, the Company introduced Normal Control(Bonnetted) vehicle. With access to superior IVECO TECHNOLOGY, THE company was evaluating various contemporary product options that were relevant to the requirements of Indian road transport industry.
In 1994, the Company issued 10,771,908 GDRs at issue price of US$12.79 per GDR for a total value of US $137.773 millions. Each GDR represents 3 equity shares of RS. 10 Each.32,315,724 shares issued through GDRs. The Company entered into a technical collaboration with Hino Motor Ltd., Japan for their “W” series Engines.
In 1998, Ashok Leyland has introduced “The Panther” , a low floor bus which has been indigenously designed to cater to the needs of the common masses and is based on the parameters set by the Central institute of Road Transport and the Association of State Road Transport Undertakings. The Ashok Leyland Ltd., the commercial vehicles major, has entered into an agreement with the leading US-based management consultant, A T Kearney, to Kick-start the process re-engineering work in the company’s various production units. Ashok Leyland Limited is developing a new range of low floor chassis in the passenger vehicle sector for more convenient urban transportation.The Ministry of Defence’s Vehicle Factory in Jabalpur has signed manufacturing agreements with Ashok Leyland & Tata Electric and Locomotives Company(Telco) recently.
In 1999, the Company would enter into an alliance with dealers of tractor on a temporary basis. The Company was talking to tractor manufacturers including Mahindra & Mahindra, Eicher, TAFE and Punjab Tractors in this connection.
In 2000, the Company launched of two interactive Internet initiatives, one for domestic parts operations and the other for exports. Ashok Leyland has announced a voluntary retirement scheme for its “unionized staff”.Ashok Leyland Limited(ALL) and Maruti Udyog Ltd have been selected for the IRTE National Award, in recognition of their efforts towards promoting the cause of road safety, traffic management and environment protection.
In 2001, Commercial vehicles manufacturers Ashok Leyland Ltd., Sundaram Industries Ltd and Irizar of Spain have formed a joint venture company-Irizar TVS Ltd for bus body building. The JV Company has been set up with a paid-up capital of Rs. 75 lakhs with equal contribution from the three partners. Ashok Leyland’s Ennore unit has received ISO 14001 certification for its environment management system from Indian Registrar Quality Systems
In 2002, Ashok Leyland Ltd has informed that Mr. G. Boschetti ceased to be a Director on our Board. Mr. Marc Petit also ceased to be an Alternate Director to Mr. G Boschetti Mr. R Sorce has been appointed as a Director in the place of Mr. G Boschetti
In 2003, Leyland has reported a 70% increase in its sales. Ashok Leyland set to increase “HINO” engine platform through in-house product development, to deliver higher horsepower in tune with improving road infrastructure. Ashok Leyland Ltd has supplied 25 buses to Afghanistan Which is a part of Indian Government’s Assistance to the war-ravaged Afghanistan.Leyland bagged $46 million truck supply contract from the United Nations.
In 2004, Ashok Leyland unveils new range of buses and trucks in a bid. It launches Ecomet, a light commercial vehicle, in the Andhra Pradesh market. Ashok Leyland’s Hosur unit bags CII’s awards in safety, health and environment. Ashok Leyland Ltd(ALL) and Indian Oil Corporation (IOC) have joined hands to offer freignt management services across the country. Ashok Leyland Ltd signs a collaboration agreement with ZF of Germany local manufacturing of ZF’s 9-speed synchromesh gearbox. Now, Wipro Infotech has signed up with Ashok Leyland for strategic cost reduction.
Ashok Leyland would develop further in future endeavour success
ARTICLES OF ASSOCIATION
OF
ASHOK LEYLAND LIMITED
? Constitution of the Company
? Interpretation Clause
? Capital
? Share and Debenture Certificates
? Calls of Shares
? Lien
? Forfeiture of Shares
? Transfer and Transmission of Shares
? Register of Members
? Set-off of Moneys due to Shareholders
? Conversion of Shares in to Stock
? Share Warrants
? Alteration of Capital
? General Meetings
? Proceedings at General Meetings
? Directors
? Retirement of Directors
? Proceedings of Directors
? Powers and Duties of Directors
? Special Director/Executive Director
? Borrowing
? Managing Directors
? Common Seal
? Dividends and Reserves
? Capitalisation of Profits
? Accounts
? Annual Returns
? Audit
? Service of Documents and notice
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