HPCL alters its object clause to enhance overall development of energy sector

New Delhi: State-owned HPCL said in a regulatory filing on Monday that "the shareholders has approved a proposal for The Alteration in Object Clause of the Memorandum of Association by passing a special resolution through postal ballot to venture into other untapped/potential opportunities considering the change in the business environment and the overall development in the energy sector."

In addition to this, the company also informed that the results on postal ballot was announced by the company on March 6, 2023. In another filing, HPCL noted that "it had appointed Central Depository Services (India) Limited (CDSL) as service provider, which provided the facilities for conducting the remote e-voting."

Addition of new clauses

"1. At the end of sub-clause, add following sub-clause:

(e-i) To trade and undertake the business of mining of coal and other minerals, including the management of mines and to mine, quarry or beneficiate coal and manufacture coke and other by-products of coal and to buy, sell, import, export, manufacture, acquire or otherwise deal in all minerals and other materials of every kind needed for or resulting from mining, manufacturing, production or processing of coal, coke and other byproducts of every kind and, for this purpose, to install, operate and manage all necessary plants, mines, establishments and works.

(e-ii) To produce, process, store, distribute, sell, import, export or otherwise deal in gas and other by-products arising from the coal gasification process in India and abroad and for this purpose, to install, operate and manage all necessary plants, mines, establishments and works.

(e-iii) To search for, prospect, explore, develop, drill, extract, pump, draw, transport, purify, manufacture, produce, buy, sell or otherwise dispose of hydrocarbon petroleum, natural gas, other minerals and seabed resources of any kind," the filing added.

2. At the end of sub-clause (u-iii), add following sub-clause:

(u-iii-a) To manufacture, fabricate, assemble, commission, construct, design, develop, buy, sell, import, export, distribute, lease, rent and deal in, electric and other automobiles, motorcars, lorries, buses, vans, motorcycles and vehicles of every description, whether two, three, four or multi wheeler, functioning by means of electrical or other renewable or non-renewable, environmental friendly sources of energy, from conventional or non-conventional methods or otherwise, and such other components, parts and accessories including engines, motors, controllers, lithium ion batteries, super capacitors, fly wheel, GPS systems, chassis-bodies, electronic batteries and all machinery, implements, appliances, apparatus, accessories, lubricants, solutions enamels and all things capable of being used for, in or in connection with maintenance, and working of such electronic or other motors.

(n-iii-b) To manufacture, install, commission, supply, trade, construct, design charging stations for vehicles functioning by means of electrical or other renewable or non-renewable, environment-friendly sources of energy, from conventional or non-conventional methods or otherwise, whether at the existing retail outlets/ property(ies) of the Company or in any space, including any commercial, residential or open spaces.

3. After the sub-clause (u-vi), add following sub-clauses-

(n-vii) To render all kinds of services and provide all kinds of amemtles, conveniences, advantages and facilities to persons visiting any retail outlets, LPG distributorships or any other places, either owned, hired or leased by the Company in order to make it convenient and comfortable for them to do their shopping therein, by providing refreshment and tea rooms, milk and snack bars, facilities for tailoring, hairdressing and manicure, recreation and amusement, entertainment of all kinds, cinema and theatrical box office counters, libraries, baggage transport and other transport facilities, reservations and tickets for transports of all kinds, for entertainment, for hotels, for lodging accommodation, for tours and other facilities, which are usually provided by large departmental stores all over the world.

(n-viii) To provide, promote, develop, design, establish, setup, maintain, organize, undertake, manage, operate, run, market, purchase, sell, distribute, resell, import, export and carryon the business of all types/ kinds of electronic and virtual payment systems services, e-wallets, mobile-wallets, cash card, payment gateways services, pre-paid and post-paid payment installments, payment systems including open/ closed/ semi-closed systems, payment instruments in India and abroad including all kinds of payment services in any manner whatsoever and for that purpose enter into any collaborations as may be required with banks/financial institutions/ NBFCs.

(n-ix) To process, develop, design, assemble, repair, import, export, buy, sell, market, brand, advertise, hire, let on hire, lease or otherwise deal in all models, shapes, sizes, capacities and varieties of domestic kitchen, consumer and! or household appliances, including heating, cooking and electrical appliances, devices, gadgets such as stoves, pressure cookers, ovens, cooking ranges, induction cook pots, hot plates, induction cooktops, electric stoves, cooking utensils of all types, containers, buckets, refrigerators, dryers, heaters, geysers, irons, mixers, filters, ceiling fans, table fans, exhaust fans, vacuum cleaners, washing machines, air conditioners, tube light fittings, radio, television, stereo, videos and tape recorders, projectors and electronic motors, solar panels, all type of solar energy plants and other similar products, their consumables, parts, accessories, components, fittings whether as wholesalers, retailers, agents, sub agents, distributors or otherwise.

(n-x) To design, set up, fabricate, erect, maintain, repair, improve and operate or manage in India or abroad, pipes, pipelines, cross country piping systems, jetties, single buoy moorings, all other kinds of onshore and offshore port facilities, storage and distributing terminals, storage, loading and unloading facilities for the storage and transportation of natural gas, crude oil, petroleum products including but not limited to liquefied petroleum gas, petrol, naphtha, high speed diesel, aviation turbine fuel, superior kerosene oil and all products as may be conveniently transported through pipelines and for this purpose to enter into technical collaboration for obtaining technology in relation to the same as well as to render technical and consultancy services in connection with all such services.

(u-xi) To provide, maintain, perform, conduct research and development and provide consulting services including but without limitation in relation to technical studies, alternate sources of fuel, renewable and non-renewable sources of energy, chemicals, specialized chemicals, bioenergy, design, construction, maintenance, cleaning and repair of all kinds of works, plants, furnaces, inspection, expert management of construction and related services for storage and transportation of natural gas, crude oil, petroleum products including but not limited to liquefied petroleum gas, petrol, naphtha, high speed diesel, aviation turbine fuel, superior kerosene oil and all products as may be conveniently transported through pipelines.

(u-xii) To manufacture, fabricate, assemble, commission, construct, design, develop, buy, sell, lease and rent scattered underground storage tanks and provide storage and related facilities for any and all kinds of petroleum and petroleum products, oil, gas and other volatile substances, lubricating base oils and carbon black feedstocks, asphalt, ozokerite, sulphur, clays, bitumen, bituminous substances, carbon, carbon black, hydrocarbon and mineral substances, phosphates, nitrates, coal, ores, minerals and in general all subsoil products at various locations and for that purpose carry out all necessary activities, including all types of civil work, excavation, earth filling, building dispensing units, canopies, voltage stabilisers, UPS, electric panels, earthing and lightening protectors, electric panel rooms, yard Iightings, generators, generator sheds, providing electric fittings and doing all such other acts as may be necessary for this purpose.

(u-xiii) To carry on in India or elsewhere either independently or in collaboration with anybody corporate, the business of buying, selling, letting on hire, purchase on easy payment system, any kind of exploration vessels, survey ships, under water exploration equipment, oil drilling rigs, offshore platforms, ships, tankers, floating and sub-sea pipelines and vessels of all kinds and descriptions, motors, machinery, mechanical and other parts, tools, plants, appliances, apparatus, requisites and accessories, employed and used for the purpose of drilling, exploration, transportation and commercial production of hydrocarbons, oil, gas, ores and minerals, " said the filing.

4. After the sub-clause (v), add following sub-clauses-

(v-i) To render advisory, consultancy, investment advisory, alternative investment fund management, asset management, portfolio management, research and such other related and ancillary services. To promote, establish, manage, organise, handle, operate or float alternative investment schemes to manage all types and kinds of assets of Alternate Investment Funds in India whether open ended or close ended or other schemes as may be approved by the Securities and Exchange Board of India or other authorities from time to time under the prevailing laws, rules, regulations and guidelines.

(v-H) To establish, promote, form, organise, sponsor, operate, supervise, manage and carry on business as administrators or managers of investment funds, as part of alternate investment fund business for investment in equity and other securities, to contribute to the development of capital market and for providing facility for participation by subscribers and in the profits or income arising from the acquisition, holding, management and disposal of the securities and other properties whatsoever and for that purpose to promote, establish, manage and carryon various schemes as may be approved by Securities & Exchange Board of India (SEBI) and all concerned authorities and conducive to the management of the company concerning shares, stocks, debentures, debenture stocks, bonds, units, obligations, securitized debts, promissory notes, participation certificate, policies, money market investment securities, policies of the Central and State Government, company, corporation, municipal, local or other body(ies) or authority(ies) or obligations of other securities or investments of any kind or description whether in India or in any foreign country.

(v-iii) To carry on and undertake the business of portfolio management services, investment advisory services, custodial services, asset management services directly or through its subsidiary(ies), subject to necessary Governmental or Regulatory approvals.

(v-iv) To establish, provide, maintain and conduct or otherwise subsidise, endow or assist research laboratories, experimental stations, workshops and libraries for scientific, industrial and technical research experiments and test of all kinds and to undertake and carry out research and better techniques and methods of manufacturing the company's products and improving or securing any process or processes, patent or patents or copy rights or protecting any invention or inventions or copy rights which the Company may acquire or propose to acquire or deal with and to promote studies, research, surveys an investigations, both scientific and technical, by providing, subsidising endowing or assisting laboratories, colleges, universities, workshops, libraries, lectures, meetings, exhibitions and conferences and by providing for the remuneration to scientists, scientific or technical personnel or teachers, research workers and inventors or otherwise and generally encourage, promote and reward studies, research, investigations, experiments, tests and inventions of any kind that may be considered likely to assist any of the businesses of the Company.

(v-v) To act as a service organization or bureau for providing, rendering and/or undertaking general, administrative, secretarial, advisory, consultancy, commercial, engineering, financial, legal, liaison, managerial, marketing, purchasing, technical, operational, accountancy agency, auditing, internal auditing, industrial know-how, scientific personnel, quality control research and other services to individuals, firms, companies, corporate bodies, trusts, associations, organisations or institutions, in India or abroad and to utilize the expertise already developed by the Company for the above purposes as also to employ experts on the relative subjects and make available their services to others in this behalf.

(v-vi) To carry on the business of providing solutions and services, either directly or through collaborations, including through joint venture agreements, licenses, trade agreements, related to web-technologies, internet and e-commerce, including to design, develop, maintain, operate, own, establish, install, host, provide, create, facilitate, supply, sell, purchase, license or otherwise deal in internet portals, media portals, internet solutions, internet gateways, internet service providers, e-commerce, website designing, web based and web enabled services and applications, e-commerce service provider, e-commerce solutions, e-commerce platforms, e-commerce education, e-commerce technologies, digital marketing services and e-business solutions and provide consultancy and advisory services in all the above mentioned activities.

(v-vii) To develop, provide, undertake, design, import, export, distribute and deal in information systems and application software for microprocessor based information systems, offshore software development projects, internet service provider and solutions in all areas of application including those in internet and intranet website applications, solutions, software, enterprise, resource planning, e-commerce, value added products and other business applications either for its own use or for use of its subsidiary or group companies or for sale in India or for export and to design and develop such systems and application software for and on behalf of manufacturers, owners and users of computer, telecom, digital, electronic equipment in India or elsewhere in the world.

(v-viii) To utilise the existing land of the Company to carryon business activities as developers of land and carry out residential, commercial, industrial development, including but not limited to developing, erecting and constructing sheds, roads, bridges, channels, culverts, warehouses, resorts, movie theatres, residential homes, houses, buildings, multi-storey, movie theatres, malls, office premises, information technology parks, banquet hails, convenience stores, supermarkets, malls, shops and to sell, assign, lease, transfer, contract, manage, grant exchange or otherwise dispose of the whole or any part of such development, either directly or in collaboration with any other individuals, firms, bodies corporate in India or else.

Modifications in existing sub-clauses

5. In sub-clause (a) add the following words after the word "minerals" - 'peat, coke, sugarcane, beet, ethanol, molasses, biogas, bio-mass, straw, husk, stubble, petrochemicals, chemicals, additives, catalysts, derivatives, natural gas by itself or compressed, liquefied, re-gassed or piped'

The new sub-clause (a) will be read as: "To purchase or otherwise acquire, manufacture, refine, treat, reduce, distil, blend, smelt, store, hold, transport, use, experiment with, market, distribute, exchange, sell and otherwise dispose of, import, export, and trade and generally deal in any and all kinds of petroleum and petroleum products, oil, gas and other volatile substances, lubricating base oils and carbon black feedstocks, asphalt, ozokerite, sulphur, clays, bitumen, bituminous substances, carbon, carbon black, hydrocarbon and mineral substances, phosphates, nitrates, coal, ores, minerals, peat, coke, sugarcane, beet, ethanol, molasses, biogas, bio-mass, straw, husk, stubble, petrochemicals, chemicals, manure, additives, catalysts, derivatives, natural gas by itself or compressed, liquefied, re-gassed or piped and in general subsoil products and subsurface deposits of every nature and description, and the products or the byproducts which may be derived, produced, prepared, developed, compounded, made or manufactured therefrom and substances obtained by mixing any of the foregoing with other substances," the filing said.

6. In sub-clause (a-i) add the following word after the word 'petroleum'- 'gas', Add the following word after the words 'industrial fuel '- 'commercial fuel'.

The new sub-clause (a-i) will be read as under: "To carry on the business of compressing, bottling and distributing liquified petroleum, gas and other gases for lighting, heating, motive power or for use as industrial fuel, commercial fuel or domestic fuel.

7. In sub-clause (a-ii), add the following words after the words, 'representative of any'- 'person,' Add the following words after the word, 'manufacturing'- 'vehicles, tyres, batteries, vehicle accessories, petroleum and petroleum products, chemicals and petro-chemicals."

The new sub-clause (a-ii) will be read as under: "To act as agents, dealers, transporters, carriers, distributors, representatives of any person, Company, Government or statutory body or autonomous body manufacturing vehicles, tyres, batteries, vehicle accessories, petroleum and petroleum products, chemicals and petrochemicals, liquified petroleum gas, ammonia and other gases of any nature whatsoever."

8. At the end of sub-clause (b) add the following- 'either independently or in collaboration with the Central Government or any State Government or Governments or local authority or statutory corporation or any other body corporate whether registered in India or not, whether by formation of another legal entity or otherwise.'

The new sub-clause (b) will be read as: "To acquire by purchase, lease, contract, concession or otherwise any and all real estate, lands, land patents, options, grants, concessions, franchises, water and other rights, privileges, easements, estates, interests, properties and reserves of every kind and description whatsoever which the Company may deem necessary or appropriate in connection with the conduct of any business enumerated in this Memorandum of Association, or any other business in which the Company may lawfully engage, and to own, hold, operate, improve, exploit, reorganise, manage, grant, lease, sell, exchange or otherwise dispose of the whole or any part thereof either independently or in collaboration with the Central Government or any State Government(s) or local authority(ies) or statutory corporation(s) or any other body corporate(s) whether registered in India or not, whether by formation of another legal entity (ies) or otherwise;"

9. In sub-clause (u-iii) add the following words after the words ' energy from bio mass'- 'or from bio waste, including from cattle waste and/or municipal waste.' Add the following words after the words 'or by manufacturing hydrogen' 'and greenhouse gasses emissions avoidance, reduction and mitigation projects within the value chain and out of the value chain' Add the following words after the words 'or otherwise trade in, accumulation and employment of electricity' - ',hydrogen, other forms of energy and the new sub-clause (u-iii) will be read as: "To undertake in India or elsewhere, the activities of generating, producing, refining, receiving, improving, buying, selling, reselling, acquiring, using, transmitting, accumulating, employing, distributing, developing, handling, supplying and to act as producer/grower, agent, broker, representative, consultant, collaborator, or otherwise to deal in, undertake, assist, encourage, promote, developmental, scientific, technical, engineering, research activities associated with the generation, transmission and distribution of power which is derived from conventional/non-conventional methods including hydel, thermal, turbine, hydrogen, fuel cell technology, solar energy, wind energy, tidal energy, energy from bio mass or from bio waste, including from cattle waste and/or municipal waste or from products/ by products or refining operations like petroleum coke, vacuum residue pitch, hydrogen which is produced by the Company or obtained from another party or from LNG and other petroleum products and by-products or by manufacturing hydrogen and greenhouse gases emissions avoidance, reduction and mitigation projects within the value chain and out of the value chain and deal in apparatus and things required for or capable of being used in connection with generation, transmission, distribution, supply or otherwise trade in, accumulation and employment of electricity, hydrogen, other forms of energy and all power that may directly or indirectly derived there from and for that purpose acquire, establish, contract, lay-down, promote, erect, build, install, commission carry out and run all necessary power sub-station, workshops, repair shops or any other facility or property required for the purpose of carrying on such business for captive consumption/commercial uses."

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