<PAGE>
EXHIBIT 3.2
[Government of India,
Special Adhesive
Stamp of Rs. 45/-
Sd/-
Asstt./Supdt. of Stamps, Bombay]
THE INDIAN COMPANIES ACT, 1913
MEMORANDUM OF ASSOCIATION
OF
WIPRO LIMITED
Name of the 1. The Name of the Company is WIPRO LIMITED.
Company
Registered Office 2. The Registered Office of the Company will be situated
in the State of Karnataka.
Objects of the 3. The Objects for which the Company is established are
Company the following:
(a) To purchase or otherwise acquire and take over
any lands (whether freehold, leasehold, or
otherwise) with or without buildings and plant,
machinery, factory or factories or any other
property for the purposes of the business of the
Company.
(b) To carry on the business of extracting oil
either by crushing or by chemical or any other
processes from copra, cottonseed, linseed,
castor-seed, ground-nuts or any other nut or
seed or other oil bearing substance whatsoever.
(c) To manufacture and deal in hydrogenated oil,
vegetable oils, vegetable ghee substitutes,
vegetable products and butter-substitutes,
glycerine, lubricating oils, greases, boiled
oils, varnishes and all other kinds of oils, and
oil preparations and products including
byproducts of whatsoever description and kind
and to carry on the business of manufacturers
and dealers in all kinds of oils, oil seeds and
oil products and the cultivation of oil-seeds
and the business of buyers, sellers and dealers
of oil seeds and oil-products including by-
products.
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(c) (i) To carry on business as manufacturers, sellers,
buyers, exporters, importers, and dealers of fluid
power products of all types and kinds whether
pneumatic or hydraulic and which are worked,
propelled, and energised by fluids or gases and in
particular the following pneumatic and hydraulic
cylinders, air compressors, valves, hydraulic
pumps, tools, regulators, filters, rotary tables,
drill feeds, hydromotors, hydraulic and pneumatic
equipments and all accessories and components
required in connection therewith.
(c) (ii) To carry on business as mechanical engineers, tool
makers, brass and metal founders, mill-makers,
mill-wrighters, machinists, metallurgists; to carry
on business of machine operations like turning,
boring, reaming, tapping, drilling, milling,
shaping, cutting, grinding, honing, lapping, super
finishing, buffing and to carry on and undertake
processes like electro-plating, electro-forming,
electro-etching, hardening, phosphating, nitriding,
blackening, tempering, die-casting, shell-moulding,
thermo-forming and all foundry operations and to
buy, sell, manufacture, repair, convert, alter, let
on hire and deal in machines, machine tools and
hardware of all kinds.
(c)(iii) To carry on the trade or business of manufacturing
and distributing, chemists, and druggists, oil and
colourmen, either wholesale or retail, together
with all or any trades or business usually carried
on in connection therewith and to prepare,
manufacture, import, produce, buy, sell and deal in
all kinds of raw materials, chemicals, compounds,
synthetic products, salts, acids, mineral,
vegetable, organic and inorganic alkalies, chemical
and surgical materials and appliances and patent or
proprietory medicines, pigments, varnishes,
lacquers, manufacturing plants, chemicals,
scientific, electrical, surgical and optical
instruments and apparatus and other like articles
and things and colour grinders, makers and dealers
in proprietory articles of all kinds and of
electrical, chemical, photographical, surgical and
scientific apparatus and materials and to buy,
sell, manufacture, refine, manipulate, import,
export and deal in all substances and things
capable of being used in by such business as
aforesaid and required by any customers of or
persons having dealings with the Company either by
wholesale or retail.
(c) (iv) To carry on business as exporters, sellers, dealers
and buyers in all types and kinds of goods,
articles and things.
(c) (v) To carry on business in India and elsewhere as
manufacturer, assembler, designer, builder, seller,
buyer, exporter, importer, factors, agents, hirers
and dealers of digital and analogue data
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processing devices and systems, electronic
computers, mini and micro computers, micro-
processors based devices and systems, electronic
data processing equipment, central processing
units, memories, peripherals of all kinds, data
communication equipment control systems, remote
control systems, software of all kinds, including
machine oriented and problem oriented, software,
data entry devices, data collecting systems,
accounting and invoicing machines, intelligent
terminals, controllers, media, solid state devices,
integrated circuits, transistors, liquid crystals,
liquid display systems, diodes, resistors,
capacitors, transformers and all related and
auxiliary items and accessories including all
components of electronic hardware and appliance of
any type and description.
(c) (vi) To carry on research and development activities on
all aspects related to the products business and
objects of the Company.
(d) To construct, equip and maintain mills, factories,
warehouses, godowns, jetties and wharves any other
conveniences or erection suitable for any of the purpose
of the Company.
(e) To erect, purchase or take on lease, or otherwise
acquire any mills, factories, works, machinery, and any
other real and personal property appertaining to the
goodwill of, and any interest in the business of
refining and hydrogenating vegetable and other oils and
vegetable products.
(f) To carry on all or any of the business of soap and
candle makers, tallow merchants, chemists, druggists,
dry salters, oil-merchants, manufacturers of dyes,
paints, chemicals and explosives and manufacturers of
and dealers in pharmaceutical, chemical, medicinal and
other preparations or compounds, perfumery and
proprietary articles and photographic materials and
derivatives and other similar articles of every
description.
(g) To buy or otherwise acquire any oil or manure, mills or
factories situate either in India, Ceylon or elsewhere
and all property business and rights in connection
therewith.
(h) To exchange, sell, convey, assign or let on lease or
leases or otherwise deal with the whole or any part of
the Company's immoveable property, and to accept as
consideration for, or in lieu thereof, other land or
cash or Government securities, or securities guaranteed
by Government 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 reacquire any
property so disposed of by re-purchasing or leasing the
same for such price or prices or consideration and on
such terms and conditions as may be agreed on.
(i) To sell or dispose of for cash, or on credit, or to
contract for the sale and
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future delivery of, or to send for sale to any part of
India or elsewhere, all the articles and things and also
all other products or produce whatsoever of the company.
(j) To extend the business of the Company from time to time
by purchasing or taking on lease or otherwise acquiring
any lands (whether freehold, leasehold or otherwise)
with or without buildings and machinery standing thereon
situate in Bombay or any where in India, by erecting
mills or other buildings on such lands; by purchasing or
taking on lease or otherwise acquiring the business,
goodwill and property of any private pressing or ginning
factory or other factory situate anywhere in India; and
by amalgamation with, or purchasing or otherwise
acquiring the business goodwill, property and assets of
any one or more Joint Stock Company or Companies
carrying on any similar business anywhere in India.
(k) To extend the business of the Company by adding to,
altering or enlarging from time to time all or any of
the buildings, premises, plant and machinery for the
time being the property of the Company; also by erecting
new or additional buildings, on all or any of the lands
and premises for the time being the property of the
Company and also by expending from time to time such
sums of money as may be in the opinion of the Directors
necessary or expedient for the purposes of improving,
adding to, altering, repairing, and maintaining the
buildings, plant, machinery and property of the Company.
(l) To undertake the payment of all rents and the
performance of all covenants, conditions and agreements
contained in and reserved by any lease that may be
granted or assigned to or be otherwise acquired by the
Company.
(m) To purchase the reversion or reversions, or otherwise
acquire the freehold of fee simple, of all or any part
of the lands for the time being held under lease, or for
an estate less than a freehold estate by the Company.
(n) To carry on any other trade or business whatsoever as
can in the opinion of the Company be advantageously or
conveniently carried on by the Company by way of
extension of or in connection with any of the Company's
business or as calculated directly or indirectly to
develop any branch of the Company's business or to
increase the value of or turn to account any of the
Company's assets property or rights and to acquire
forests, forest products, timber and to establish saw
mills and dal factories.
(o) To carry on the business of tin makers, tin
manufacturers, tin converters, colliery proprietors,
coke manufacturers, miners, smelters, engineers, tin
plate makers and iron founders in all their respective
branches.
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(p) To acquire and take over the whole or any part of the
business, property and liabilities of any person or
persons, firm or corporation carrying on any business
which this Company is authorised to carry on or
possessed of any property or rights suitable for the
purposes of the Company.
(q) To generate, accumulate and supply electricity or other
energy for running the Company's mills, factories, plant
and machinery and for other purposes of the business of
the Company and to dispose of any surplus electricity or
energy for any other purposes and on any terms and
conditions and in any manner as the Company thinks
expedient or convenient and for such purposes to acquire
or construct, lay down, establish, fix and carry out all
plant, powerhouse, cables, wires, lines, accumulators,
transformers, lamps and works and to carry on the
business of electricians and engineers and to do,
execute and transact all such other works, acts, matters
and things as the Company may think expedient or
convenient in connection therewith.
(r) To acquire, establish and provide or otherwise arrange
for transport of any kinds for the purposes of the
business of the Company and to construct any lines or
works in connection therewith and work the same by
steam, gas, oil, electricity or other fuel or power.
(s) To manufacture or otherwise acquire and deal in
containers and packing materials of any kinds including
those made of glass, earthenware, metal, cardboard, etc.
(t) To sink wells and shafts, and to make, build and
construct, lay down, acquire and maintain, reservoirs,
water works, cisterns, tanks, culverts, filter-beds,
main and other pipes, plant, machinery and appliances
and to execute and do all other works and things
expedient or convenient for obtaining, storing and
delivering water for the purposes of the business of the
Company and to dispose of any surplus water for any
other purposes and on any terms and conditions and in
any manner as the Company thinks expedient or
convenient.
(u) To apply for, purchase or otherwise acquire any patents,
brevets d'invention, licences, concessions and the like
conferring an exclusive or non-exclusive or limited
right to use, 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 acquisition of which
may seem to be expedient or convenient or calculated
directly or indirectly to benefit this Company and to
use, exercise, develop or grant licences in respect of
or otherwise turn to account the property rights and
information so acquired.
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(v) To purchase or otherwise acquire from time to time and
to manufacture and deal in all such raw materials,
stores, stock-in-trade, goods including finished goods,
chattles and effects as may be necessary, expedient or
convenient for any business for the time being carried
on by the Company.
(w) To pay all costs, charges and expenses incurred or
sustained in or about the promotion and establishment of
the Company, or which the Company shall consider to be
preliminary including therein the cost of advertising,
commissions for underwriting, brokerage, printing and
stationery and expenses attendant upon the formation of
agencies and local boards.
(x) To enter into any partnership or any arrangement for
sharing profits, union of interests, joint ventures,
reciprocal concession or otherwise with any person or
persons or corporation carrying on or engaged in or
about to carry on or engage in, any business or
enterprise which this 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
or to be expedient for the purposes of this Company and
to take or otherwise acquire and hold shares or stock in
or securities of and to subsidise or otherwise assist
any such Company and to sell, hold reissue with or
without guarantee or otherwise deal with such shares,
stock or securities.
(y) To purchase or otherwise acquire all or any part of the
business, property and liabilities of any person,
company, society, or partnership formed for all or any
of the purposes within the objects of this Company and
to conduct and carry on or liquidate and wind up any
such business.
(z) To enter into any arrangement with any Government or
authorities, supreme, municipal, local or otherwise that
may seem conducive to the Company's objects or any of
them and to obtain from any such Government or authority
any rights, privileges and concessions which the Company
may think fit, desirable or expedient to obtain and to
carry out, exercise and comply with any such
arrangements, rights, privileges and concessions.
(a1) To provide for the welfare of person in the employment
of the Company, or formerly engaged in any business
acquired by the Company and the wives, widows, families
or dependants of such persons by grants of money,
pensions or other payments, and by establishing and
supporting or aiding in the establishment and support
of associations, institutions, funds, trusts,
conveniences and by providing or subscribing towards
places of instruction and recreation and hospitals,
dispensaries, medical and other attendances and other
assistance, as the Company shall think fit and to form,
subscribe to or otherwise aid benevolent, religious,
scientific, national, social, public, or other
institutions or objects, or any exhibitions
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which shall have any moral or other claims to support or aid
by the Company by reason of the locality of its operations
or otherwise.
(a1) (i) To undertake, carry out, promote and sponsor rural
development including any programme for promoting the
social and economic welfare or uplift of the public in
any rural area if the Directors consider it likely to
promote and assist rural development and to give
contributions to any recognised authority or
institution and/or to incur any expenditure on any
programme of rural development and to assist execution
and promotion thereof either directly or through an
independent agency or in other manner. Without
prejudice to the generality of the foregoing, the words
"rural area" shall include such areas as may be
regarded as rural areas under Section 35 CC of the
Income-tax Act, 1961 or any other law relating to rural
development for the time being in force or as may be
regarded by the Directors as rural areas and the
Directors may at their discretion in order to implement
any of the above mentioned objects or purposes transfer
without consideration or at such fair or concessional
value as the Directors may think fit and divest the
ownership of any property of the Company to or in
favour of any public or local body or authority or
central or state government or any public institutions
or trust established under any law for the time being
in force or registered or approved by the central or
state Government or any authority specified in that
behalf.
(a1) (ii) To undertake, carry out, promote and sponsor or assist
any activity for the promotion and growth of the
national economy and for discharging what the Directors
may consider to be the social and moral
responsibilities of the Company to the public or any
section of the public as also any activity which the
Directors consider likely to promote national welfare
or the social, economic, moral uplift of the public or
any section of the public and by such means as the
Directors may think fit and the Directors may without
prejudice to the generality of the foregoing undertake,
carry out, promote and sponsor any activity for
publication of any books, literature, newspaper, etc.
for organising lectures or seminars, likely to advance
these objects or for giving merit awards, scholarships,
loans or any other assistance to deserving students or
other scholars or persons to enable them to prosecute
their studies or academic pursuits or researches or for
establishing, conducting or assisting any institution,
fund, trust, etc. having any one of the aforesaid
objects as one of its objects by giving donations or
otherwise in any other manner and the Directors may at
their discretion in order to implement any of the above
mentioned objects or purposes transfer without
consideration or at such fair or concessional values as
the Director may think fit and divest the ownership of
any property of the Company to or in
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favour of any public institutions or trusts established
under any law for the time being in force or registered
or approved by the central or state Government or any
authority specified in that behalf.
(a2) From time to time to subscribe or contribute to any
charitable, benevolent or useful object of a public
character the support of which will, in the opinion of the
Company, tend to increase its repute or popularity among
its employees, its customers or the public.
(a3) To promote any company or companies for the purpose of
acquiring all or any of the properties, rights and
liabilities of this Company or for any other purpose which
may seem directly or indirectly calculated to benefit this
Company.
(a4) Generally to purchase, take on lease or in exchange, hire
or otherwise acquire any real and personal property and any
rights or privileges which the Company may think necessary,
expedient or convenient for the purpose of its business and
in particular any lands, buildings, easements, machinery,
plant and stock-in-trade.
(a5) To construct, maintain, alter, improve and enlarge any
buildings or works necessary or convenient for the purposes
of the Company.
(a6) To construct, carry out, maintain, improve, manage, work,
control, and superintend any roads, ways, tramways,
railways, branches, or sidings, bridges, reservoirs,
canals, docks, wharves, water-courses, hydraulic works, gas
works, electric works, factories, mills, warehouses and
other works and conveniences which may seem directly or
indirectly conducive to any of the Company's objects and
contribute to subsidize or otherwise assist or take part in
such maintenance, management working, control and
superintendence.
(a7) To invest and deal with the moneys of the Company not
immediately required in shares, stock, bonds, debentures
obligations or other securities of any Company or
association or in Government securities or in deposit with
Banks or in any other instruments or commodities or in any
other manner as may from time to time be determined.
(a8) To lend money to such persons and on such terms as may seem
expedient and in particular to customers and others having
dealings with Company and to give any guarantee or
indemnity as may seem expedient.
(a9) To borrow or raise or secure the payment of money by
mortgage or by the issue of debentures or debenture stock
perpetual or otherwise, or in such other manner as the
Company shall think fit and for the purposes
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aforesaid to charge all or any of the Company's property or
assets present and future including its uncalled and
collaterally or further to secure any securities of the
Company by a Trust Deed or other assurance and to redeem,
purchase or pay off any such security.
(al0) Upon any issue of shares, debentures or other securities of
the Company to employ brokers, commission agents and
underwriters and to provide its remuneration of such
persons for their services by payment in cash, or by the
issue of shares, debentures or other securities of the
Company, or by the granting of options, to take the same,
or in any other manner allowed by law.
(a11) To draw, make, accept, endorse, discount, execute, and
issue promissory notes, bills of exchange, hundies, bills
of lading, warrants, debentures and other negotiable or
transferable instruments.
(al2) To undertake and execute any trusts the undertaking whereof
may seem desirable or expedient, and either gratuitously or
otherwise.
(a13) To sell or dispose of the undertaking of the Company or any
part thereof in such manner and for such consideration as
the Company may think fit, and in particular for shares
(fully or partly paid-up) debentures, debenture stock or
securities of any other Company whether promoted by the
Company for the purpose or not and to improve, manage,
develop, exchange, lease, dispose of, turn to account or
otherwise deal with all or any part of the property and
rights of the Company.
(al4) To adopt such means of making known the production of the
Company as may seem expedient or convenient and in
particular by advertising in the press by circulars, by
purchase and exhibition of works of art or interest, by
publication of books and periodicals and by granting
prizes, rewards and donations.
(al5) To establish and maintain local registers, agencies and
branch places of business and procure the Company to be
registered or recognized and carry on business in any part
of the world.
(al6) To sell, improve, manage, develop, exchange, enfranchise,
lease, mortgage, dispose of, turn to account or otherwise
deal with all or any part of the property and rights of the
Company.
(al7) To place, to reserve or to distribute as dividend or bonus
among the members or otherwise to apply as the Company may
from time to time think fit, any moneys of the company
including moneys received by way of premium on shares or
debentures issued at a premium by the Company and any
moneys received in respect of dividends accrued on
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forfeited shares and also moneys arising from the sale by
the Company of forfeited shares or from unclaimed
dividends.
(al8) To distribute any of the Company's property among the
members in specie or kind.
(a19) To do all or any of the above things in any part of the
world and either as principals, agents, trustees or
otherwise and either alone or in conjunction with others
and by or through agents, sub-contractors, trustees or
otherwise.
(a20) To do all such other things as are incidental or the
Company may think expedient or conducive to the attainment
of the above objects or any of them.
(a2l) To carry on the business of leasing and hire purchase and
to acquire, to provide on lease or to provide on hire
purchase basis, all types of industrial and office plant,
equipment, machinery, vehicles, buildings and real estate,
required for manufacturing, processing, transportation, and
trading businesses and other commercial and service
businesses.
AND it is hereby declared that the word Company in this clause
shall be deemed to include any partnership or other body of
persons whether incorporated or not and whether domiciled in
India or elsewhere and the intention is that the objects
specified in each sub-clause of paragraph of this Clause shall
except where otherwise expressed such sub-clause or paragraph, be
in no ways limited or restricted by reference to or inference
from the terms of any other sub-clause or paragraph or the name
of the Company but may be carried out in as full and ample a
manner and construed in as wide a sense as if each of the said
sub-clause or paragraphs defines the objects of a separate
distinct and independent company.
Members 4. The Liability of the members is limited.
liability
limited
Capital 5. The Authorised Share Capital of the Company is
Rs.720,000,000/-(Rupees Seven Hundred and Twenty Million)
divided into 235,000,000 (Two hundred and thirty five
million) Equity Shares of Rs.2/- (Rupees two only) each and
25,000,000 preference shares of Rs.10/- (Rupees Ten only)
each, with power to increase and reduce or consolidate or
sub-divide the capital of the Company and to divide the
shares in the Capital for the time being into several classes
and to attach thereto respectively such preferential,
deferred, qualified or special rights, privileges or
conditions as may be determined by or accordance with the
Articles of Association of the Company for the time being and
to verify, modify or abrogate any such rights, privileges or
conditions in such manner as may for the time being be
permitted by the Act or provided by the Articles of
Association of the Company for the time being.
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We, the several persons, whose names and addresses are
subscribed thereto, 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 to our respective names.
<TABLE>
<CAPTION>
Number of Shares
Address and description of taken by each
Names subscribers subscriber Witness
---------------------------- --------------------------- ---------------- ---------------------
<S> <C> <C> <C>
Sd. R. M. Chinoy Radio House, 50 Sd. N. P. Vansia
Apollo Bunder,
Fort, Bombay,
Director, Indian
Radio & Cable Com-munication
Co., Ltd.
Sd. Pranlal Devkaran 17, Elphinstone Circle, 100 Sd. N. P. Vansia
Nanjee Fort, Bombay,
Banker.
Sd. Behram N. Karanjia 17-19, Bomanji 50 Sd. N. P. Vansia
Master Road,
Kalbadevi Road,
Bombay-2
General Merchant.
Sd. Ratansey Karsondas 9, Wallace Street, 50 Sd. N. P. Vansia
Vissanji Fort, Bombay,
Director, Wallace
Flour Mills, Ltd.
Sd. Dewjee Tokarsee 17, Bazargate Street, 50 Sd. N. P. Vansia
Mooljee Fort, Bombay,
General Merchant.
Sd. Ratilal Mulji Gandhi c/o Messrs R. Ratilal 100 Sd. N. P. Vansia
& Co. Teju Kaya
Building, Chinch
Bunder Road,
Bombay-9
General Merchant.
Sd. Mohamed Husein Botawala Building, 100 Sd. N. P. Vansia
Hasham Premji 8, Elphinstone Circle,
Fort, Bombay,
General Merchant.
Sd. Gangaram Vallabhji Botawala Building, 50 Sd. N. P. Vansia
8, Elphinstone Circle,
Fort, Bombay,
Merchant.
</TABLE>
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