THE COMPANIES ACT , 2013

PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF
NILANI LTD.

The pearl glow

Registered and incorporated as a public company

on The 05 th January ,2023

Registered Office,07, Annanagar, jeevi

residency,Coimbatore, Tamil Nadu

Telephone :91-4465698745 Facsimile :91 - 4465698745

Email: nilani.ltd@gmail.com
Website:www.nilaniltd.com
i)The name of the company is “Nilani ltd “

ii)The registered office of the company is situated in

Coimbatore of Tamil Nadu.

iii)The company is established for the purpose of developing

tourism in the country with following main objects:

Objectives of skin care products:

1.To Enhance natural beauty

2.To ensure products of no side effects

3.To keep your skin hydrated

4. To enhance natural products through innovative

methods.

5 To launch products in different states.

6.To ensure customer to have a dewy-looking skin

7.To provide right advice at right time to help in their

skincare problems

8.To offer safe, secure and confidential products

9.To be the best in skin care industry by providing

products based on natural ingredients

10.To gain preference for our service/ brand

11.To gain a stable and loyal customers

12.Provide shopping facilities to tourists, establish and

manage shops, including duty-free shops, bazars,
 emphoria and other places for selling travel requisites
and other articles of tourist interest.

13.To collaborate with Government both at Central and

State levels, Government-owned Undertakings,
Government or Public Companies

14.To carry on the business as full-fledged money

changers, restricted money changers, including inter
bank broking in foreign exchange, subject to the
approval of Reserve Bank of India and other
Government agencies, as may be required and to carry
on other business connected with/dealing in/incidental
and ancillary to foreign exchange

15.To enter into agreements with companies, associations,

societies, organizations or persons, foreign or Indian, for
securing any of the objects of the Company or for any
purpose conducive to any objects.

16.To import, purchase, sell and barter all goods and

merchandise and open, run or manage shops.

17.To acquire and undertake the whole or any part of the

business property and liabilities of any person or
persons or company, carrying on any business which
the Company is authorized to carry on.

18.To act as agents and/or to enter into agreements with

any Government, semi Government, quasi-Government
or public undertaking or Government-owned company
or any authority, municipal or local, or any
manufacturer, merchant and others that may seem
beneficial to the Company's objects and to obtain from
such Government, authority or merchant rights,
privileges and concessions which the Company may
think desirable and carry out, exercise and comply with
any such arrangements, rights, privileges and
concessions and to transact and carry out, exercise and
comply with any such arrangements, rights, privileges
and concessions and to transact and carry on agency
business of every type and of any description.
19.To establish agencies in India and elsewhere and to
regulate their working discontinuance thereof.

20.To undertake the management of any company or

companies having objects altogether or in part similar
to those of the Company

21.To invest and deal with the moneys of the Company by

purchasing shares of any other company carrying on
any business which this Company is authorized to carry
on or in such other manner as may from time to time be
determined by the Company and to distribute any of the
property of the Company in specie among the members
as may be permissible in law.

22.To promote any company or companies for the purpose

of acquiring all or any of the property rights and
liabilities of the Company or for any other purpose
which may seem directly or indirectly calculated to
benefit the Company.

23.To amalgamate with any of the companies having

objects altogether or in part similar to those of the
Company.

24.To acquire and hold shares in any other company

having objects wholly or partly similar to those of the
Company, or carrying on any business capable .

25.To borrow, secure or raise the payment of money in

such a manner as the Company shall deem fit by issue
of debentures or otherwise charged with all or any of
the assets or property of the Company, or that the
Company may acquire and to redeem, purchase, tender
or pay off any such securities

26.To guarantee the payment of money unsecured or

secured by or payable under or in respect of promissory
notes, bonds, debentures, debenture stocks, contracts,
mortgages, charges, obligations, instruments and
securities of any company or authority, municipal, local
or otherwise or of any person whomsoever, whether
 incorporated or not and generally to guarantee or
become sureties for the performance of any contracts
or obligations .

27.To lend money to such persons or companies and on

such terms as may seem expedient and in particular to
customers and
others having dealings with the Company and to
guarantee the performance of contracts by and such
persons or companies.

28.To sell, improve, manage, develop, exchange, lease,

mortgage or otherwise deal with all or any part of the
properties and rights of the Company.

29.To establish and support or aid in the establishment

and support of associations, institutions, funds, trusts
and conveniences calculated to benefit employees or
ex-employees of the Company or the dependents or
connections of such persons, to grant them pensions
and/or other allowances to make provident fund
contributions for their benefit, and to make payment
towards insurance on their lives, and to subscribe or
guarantee money for charitable or benevolent objects or
for any exhibition, or for any public, general or useful
object.

30.Generally to purchase, take on lease or in exchange,

hire or otherwise acquire any movable and immovable
property, and any rights or privileges, which the
Company may think necessary or convenient for the
purposes of its business, and in particular any land,
building, easement, machinery, plant and stock-in trade.

31.To do and carry out all or any of the above objects or

things in any part of the world and as principals, agents,
contractors, trustees or otherwise and by or through
trustees, agents or otherwise; and either along or in
connection with others. . .

32.To pay all the preliminary expenses of any kind and

incidental to the formation and incorporation of the
 Company out of the funds of the Company.

iv) The liability of the members is limited.

v) The Authorized Capital of the Company is Rs 150,00,00,000

(Rupees one Hundred Fifty Crores only) divided into
150,00,000 Equity Shares of Rs. 10/- each.
ARTICLES OF ASSOCIATION OF NILANI LTD.

1)The regulations contained in Table 'A' of first Schedule of

regulations contained in the Table A said shall be the
regulations of the Company in the same manner and the same
extent as if they were contained in duly registered Articles.

2)The Company is a Public Limited Company

3) The Authorized Capital of the Company is Rs 150,00,00,000

(Rupees one Hundred Fifty Crores only) divided into
150,00,000 Equity Shares of Rs. 10/- each.

4) The Company shall cause to be kept a Register of Members

and an Index of Members in accordance with the Act.

5) Subject to the provisions of these Articles and of the Act,

the Shares including any shares forming part of any
increased capital of the Company) shall be under the control
of the Directors; who may allot or otherwise dispose of
the-same to such persons in such proportion on such terms
and conditions and at such times as the Directors think fit
and subject to. the sanction of the Company in General
Meeting with full power, to give any person the option to call
for or be allotted shares of any class of the Company either
(subject to the provisions of Section 78 and 79 of the Act) at
premium or at par or at a discount and such option being
exercisable for such time and for such consideration as the
Directors think fit. The Board shall cause to be filed the
returns as to allotment provided for in Section 75 of the Act.

6) Except as required by law, no person shall be recognised

by the Company as holding any share upon any trust, and the
Company shall not be bound by, or be compelled in any way
to recognise (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only as by
these Articles or by law otherwise provided) any other rights
in respect of any share except an absolute right to the
entirety thereof in the registered holder.

7) Save as herein otherwise provided the Company shall be

entitled to treat the person whose name appears on the
Register of Members as the holder of any share as the
absolute owner thereof and accordingly shall not (except as
ordered by a Court of competent jurisdiction or as by law
required) be bound to recognise any trust or equity or
equitable contingent or other claim to or interest in such
share on the part of any other person whether or not it shall
have express or implied notice thereof.

8) I)Every Member or allottee of shares shall be entitled

without payment to receive one or more certificate in
marketable lot specifying the name of the person in whose
favor it is issued, the shares to which it relates and the
amount paid up thereon. Such certificate shall be issued only
in pursuance of a resolution passed by the Board and on
surrender to the Company of its letter of allotment or its
fractional coupons of requisite value, save in case against
letter or acceptance or renunciation or incase of issue of
bonus shares. Every such certificate shall be issued under
the Seal of the Company, which shall be affixed in the
presence of two Directors or persons acting on behalf of the
Directors under a duly registered power of attorney and the
Secretary or some other person appointed by the board for
the purpose, and two directors or their Attorneys and the
Secretary or other person shall sign the share certificate.
Particulars of every Share Certificate issued shall be entered
in the Register of Members against the name of the person to
whom it has been issued, indicating the date of issue

(ii) A Director may sign a share certificate by affixing his

signature thereon by means of any machine, equipment or
other mechanical means, such as engraving in metal or
lithography, but not by means of a rubber stamp, provided
that the Director shall be responsible for the safe custody of
such machine, equipment or other material used for the
purpose.

9) No certificate of any share or shares shall be issued either

in exchange for those which are subdivided or consolidated
or in replacement of those which are defaced, torn or old,
decrepit, worn out, or where the cages on the reverse for
recording transfer have been duly utilized unless the
certificate in lieu of which it is issued is surrendered to the
Company.

10) When a new share certificate has been issued in

pursuance of clause 9) of this Article, it shall state on the
face of it and the stub or counterfoil to the effect that it is
"issued in lieu of share certificate No subdivided/re placed on
consolidation of shares."

11) If a share certificate is lost or destroyed, a new certificate

in lieu thereof shall be issued only with the prior consent of
the Board and on such terms, if any, as to evidence and
indemnity as to the payment of out-of pocket expenses
incurred by the Company in investigating evidence, as the
Board think fit.

12) When a new share certificate has been issued in

pursuance of clause 11) of this Article, it shall state on the
face of it and against the stub or counterfoil to the effect that
it is "duplicate issued in lieu of share certificate No". The
word "Duplicate" shall be stamped or punched in bold letters
across the face of the share certificate.

13) Where a new share certificate has been issued in

pursuance of clause 9) or clause (11) of this Article,
particulars of every such share certificate shall be entered in
a Register of Renewal and Duplicate Certificates indicating
against the name of the persons to whom the certificate is
issued the number and date of issue of the share certificate
in lieu of which the new certificate is issued, and the
necessary changes indicated in the Register of
Members by suitable cross reference in the "Remarks' '
Column. 14)All blank forms to be issued for issue of share
certificates shall be printed and the printing shall be done
only on the authority of a resolution of the Board. The blank
forms shall be consecutively machine numbered and the
forms and the blocks, engravings, facsimiles and hues
relating to the printing of such forms shall be kept in the safe
custody of the Secretary or of such other person as the Board
may appoint for the purpose and the Secretary or the other
person aforesaid shall be responsible for rendering an
account of these forms to the Board.

14) The Managing Director/Chairman & MD of the Company

for the time being or, if the Company has no Managing
Director, every Director of the Company shall be responsible
for the maintenance, preservation and safe today of all books
and documents relating to the issue of share certificates
except the blank forms of share certificates referred to in
Sub-Article 14)

15) Any two or more joint allottees of a share shall, for the
purpose of this Article, be treated as a single Member, and the
certificate of any share, which may be the subject of joint
ownership, may be delivered to anyone of such joint owners
on behalf of all of them. For any further certificate the Board
shall be entitled, but shall not be bound, to prescribe a
charge not exceeding Rupee One. The Company shall comply
with the provisions of Section 113 of the Act, as amended
from time to time.
16) The shares in the capital shall be numbered consecutively
according to their several denominations, and except in the
manner herein before mentioned no share shall be
subdivided.

17) Any application signed by or on behalf of an applicant for

shares in the Deposit and call etc. to be a debt payable
Immediately Liability of Member Joint holding of Shares and
rights there of Company, followed by an allotment of any
shares therein, shall be an acceptance of shares within the
meaning of these Articles; and every person who thus or
otherwise accepts
any shares or whose name is on the Register of Members
shall,· for the purposes of these Articles, be a Member.

18) The money (if any) which the Board shall, on the allotment
of any shares being made by them, require or direct to be paid
by way of deposit, call or otherwise, in respect of any shares
allotted by them, shall immediately on the insertion of the
name of the allottee in the Register ef Members as the name
of the holder of such shares, become a debt due to. and
recoverable by the Company from the allottee thereof, and
shall be paid by him accordingly.

19) Every Member, or his heirs, executors, or administrators

shall pay to the Company the portion of the Capital
represented by his share or shares which may, for the time
being, remain unpaid thereon, in such amounts, at such tim·e
or times and in such manner as the Board shall, from time to
time in accordance with the Company's regulations, require
or fix for the payment thereof.

20) If any share stands in the names of two or more persons,

the person first named in the Register of Members shall as
regards receipt of dividends or bonus, or service of notices..
and all or any other matter connected with the Company,
except voting at meetings, and the transfer of the shares, be
deemed the sole holder thereof but the joint holders of a
share shall be severally and jointly liable for the payment of
all installments and ·calls due.

21) Where any shares are issued for the purposes of raising
money to defray the expenses of the construction of any
works or buildings, or the provision of any plant, which
cannot be made profitable for a lengthy period, the Company
may pay interest on so much of that share capital as is for the
time being paid up for the period, at the rate and subject to
Section 208 of the Act and may charge the same to capital as
part of the cost of construction
of the work or building, or the provision of plant.
22) A)Subject to the provisions of Section 76 of the Act, the
Company may at any time pay a commission to any person in
.consideration of his subscribing or agree ing to subscribe
(whether absolutely or conditionally) for any .shares or
debentures in the Company, or procuring, or agreeing to
procure subscriptions (whether absolute or conditional) for
any shares or debentures in the Company, but so that the
commission shall not exceed in the case of shares five per
cent of the price at which the shares are issued and in the
case of debentures two and half per cent of the price at which
the debentures are issued, -or such higher rate or rates as
may be permissible under any statutory provision for the
time being in force. Such commission may be satisfied by
payment of cash or by allotment of fully or partly
paid shares or partly in one way and partly in the other.
Company may pay a reasonable sum towards brokerage
also.

CALLS:

B) The Board _may, from time to time, subject to the terms on

which any shares may have been issued and subject to the
conditions of allotment, by a resolution passed at a meeting
of the Board (and not by circular resolution) make such calls
as it thinks fit upon the Members in respect of all moneys
unpaid on the shares held by them respectively and each
Member shall pay the amount of every call so made on him to
the person or persons and at all time and places appointed
by the Board

C) Whenever any ·calls for further share capital are made on

shares such calls shall be made on a uniform basis on all
shares falling under the same class. For the purposes of this
Article shares of the same nominal value of which different
amounts have been paid up shall not be deemed to fall under
the same class.
D) Revocation/ Postponement of Calls : Where any shares are
issued for the purposes of raising money to defray the
expenses
of the construction of any works or buildings, or the provision
of any plant, which cannot be made profitable for a lengthy
period, the Company may pay interest on so much of that
share capital as is for the time being paid up for the period, at
the rate and subject to Section 208 of the Act and may charge
the same to capital as part of the cost of construction of the
work or building, or the provision of plant. (whether absolute
or conditional) for any shares or debentures in the Company,
but so that the commission shall not exceed

E) A call shall be deemed to have been made at the time when

the resolution· authorizing such calls was passed at a
meeting of the Board and may be made payable by the
Members whose names appear on the Register of Members
on such date or at the discretion of the Board on such
subsequent date as may be fixed by the Board.

F) A call may be revoked or postponed at the discretion of the

Board.

G) The Board may, from time to time at its discretion, extend

the time fixed for the payment of any call, and may extend
such time as to all or any of the Members who from residing
at a distance or other cause, the Board may, deem fairly
entitled to such extension but no Member shall be entitled to
such extension, save as a matter of grace and favor

H) If any Member fails to pay any call due from him on the day
appointed for payment thereof, or any such, extension
thereof as aforesaid, he shall be liable to pay interest on the
same from the day appointed for the payment thereof to the
time of actual payment at such rate as shall from time to time
be fixed by the Board but nothing in this Article shall render
it obligatory for the Board to demand or recover any interest
from any such Member.
I) Any sum, which by the terms of issue of a share become
payable on allotment or any fixed date, whether on account of
the nominal value of the share or by way of premium, shall for
the purpose of these Articles be deemed to be a call duly
made payable on the date on which by the terms of issue the
same becomes payable, and in case of non.:payment all the
·relevant provisions of these articles as to payment of
interest and expenses and for forfeiture or otherwise shall
apply as if such sum had become payable by virtue of a call
duly made and notified.

G) On the trial or hearing of any action or suit brought by the

Company against any Member or his representatives for the
recovery of any money claimed to be due to the Company in
respect of his shares, it shall be sufficient to prove that the
name of the Member in respect of whose shares the money is
sought to be recovered appears entered in the Register of
Members as
the holder, at or subsequently to the date of I)
which the money is sought to be recovered
(ii) that the resolution making the call is duly recorded in
the Minute Book and
(iii) that notice of such call was duly given to the Members or
his representatives issued in pursuance of these Articles
and that it shall not be necessary to prove the
appointment of the Directors who made such call, nor that
a quorum of Directors was present at the Board at which
any call was made, nor that the meeting at which any call
was made was duly convened or constituted nor any
other matters whatsoever, but the proof of the matters
aforesaid designated as (i), (ii) and (iii) above shall be
conclusive evidence of the debt.

H) Neither the receipt by the Company of a portion of any

money which shall from time to time be due from any Member
to the Company in respect of his shares, either by way of
principal or · interest, nor any indulgence granted by the
Company in respect of the payment of any such money, shall
preclude the Company from thereafter proceeding to enforce
a forfeiture of such shares as hereinafter provided.

I) The Board may, if it thinks fit, agree to and receive from any
Member willing to advance the same, all or any part of the
amounts of his respective shares beyond the sums, actually
called up and upon the money so .paid in advance or upon so
much thereof, from time to time, and at any time thereafter as
exceeds the amount of the calls then made upon and due in
respect of the shares on account of which such advances are
made the Board may pay or allow interest, at such rate as the
Member paying the sum in advance and the Board agree
upon. The Board may agree to repay at any time the amount
so advanced or may at any time repay the same upon giving
to the Member three month's notice in writing. Provided that
moneys paid in advance of calls on any shares may carry
interest but shall not confer a right to dividend or participate
in profits. anticipation of Calls may carry Interest Company's
lien on Shares .) The net proceeds of any such sale shall be
received by the Company and applied in or towards payment
of such part of the amount in respect of which the lien exists
as is presently payable and the residue, if any, shall (subject
to a like lien for sums not presently payable as existed upon
the shares before the sale) be paid to the person entitled to
the shares at the date of sale.No Member paying any such
sum in advance shall be entitled to voting rights in respect of
the moneys so paid by him until the same would but for such
payment become presently payable.
(i) The Company shall have a first and paramount lien upon
all the shares (other than fully paid up shares) registered in
the name of each Member (whether solely or jointly with
others) and upon the proceeds of sale thereof for all moneys
(whether presently payable or not) called or payable at a fixed
time in respect of such shares, and no equitable interest in
any shares shall be created except upon the footing and
upon the condition that Article 7 hereof is to have full effect.
Any such lien shall extend to all dividends from time to time
declared in respect of such shares unless otherwise agreed
the registration of a transfer
of shares shall operate as a waiver of the Company's lien, if
any, on such shares.
(ii) For the purpose of enforcing such lien the Board may sell
the shares subject thereto in such manner as they shall think
fit, and for the purpose may cause to be issued a duplicate
certificate in respect of such share and may authorize one of
their Members to execute a transfer thereof on behalf of and
in the name of such Members. No sale shall be made until
such period as aforesaid shall have arrived and until notice in
writing of the intention to sell shall have been served on such
Member or his representative and default shall have been
made by him on them in payment, fulfillment, or discharge of
such debts, liabilities or engagement. The net proceeds of
any such sale shall be received by the Company and applied
in or towards payment of such part of the amount in respect
of which the lien exists as is presently payable and the
residue, if any, shall (subject to a like lien for sums not
presently payable as existed upon the shares before the sale)
be paid to the person entitled to the shares at the date of
sale.

J) If any Member fails to pay any call or installment of a call

on or before the If money payable on day appointed for the
payment of the same or any such extension thereof as
aforesaid, . Shares not paid notice . thereafter, during such
time as the call or Installment remains unpaid, give notice to
him requiring him to pay the same together with any interest
that may have accrued and all expenses that may have been
incurred by the Company by reason of such non-payment.

K) The notice shall name a day (not being less than fourteen
days from the date of the notice) and a place or places on and
at which such call or installment and such interest thereon at
such rate as the Directors shall determine from the day on
which such call or installment ought to have been paid and
expenses as aforesaid are to be paid, The notice shall also
state that, in the event of the non-payment at or before the
time and at the place
appointed, the shares in respect of which the call was made
or installment is payable, will be liable to be forfeited.

L) If the requirements of any such notice as aforesaid shall

not be complied with every or any share in respect of which
such notice is given may at any time thereafter before
payment of all calls or installments, interest and expenses
due in respect thereof, be forfeited by a resolution of the
Board to that effect. Such forfeiture shall include all
dividends declared or any other money as payable in respect
of the forfeited share not actually paid before the forfeiture.
M) When any share shall have been so forfeited notice of the
forfeiture shall be given to the Members in whose name it
stood immediately prior to the forfeiture and an entry of the
forfeiture, with ·the date thereof, shall forthwith be made in
the Register of Members but no forfeiture shall be in any
manner invalidated by any neglect to give such notice or to
make any such entry as aforesaid.

N) Any share so forfeited shall be deemed to be the property

of the Company and may be sold, re-allotted, or otherwise
disposed of, either to the original holder thereof or to any
person, upon such terms and in such manner as the Board
shall think fit.
O) The forfeiture of a share shall involve extinction, at the time
of the forfeiture, of all interest in and all claims ·and demands
against the Company, in respect of the share and all other
rights incidental to the share, except only such of those
rights as by these Articles are expressly saved.

P) A declaration in writing that the declarant is a Director or

Secretary of the Company and that a share in the Company
has been duly forfeited in accordance with these Articles on a
date stated in the declaration, shall be conclusive evidence of
the facts therein stated as against all persons claiming to be
entitled to the shares.
Q) Upon any sale after forfeiture or for enforcing a lien in
purported exercise of the powers here in before given, the
Board may appoint some person to · execute an instrument
of transfer of the shares sold and may cause the purchaser's
name to be entered in the Register in respect of the shares
sold, and the Purchaser shall not be bound to see to the
regularity of the proceedings, or to the application of the
money, and after his name has been entered in the Register
in respect of such shares, the validity of the sale shall not be
impeached by any person and the remedy of any person
aggrieved by the sale shall be in damages only and against
the Company exclusively.

R) Upon any sale, re-allotment or other disposal under the

provision of the preceding Articles,· the certificate or
certificates originally issued in respect of relative shares shall
(unless the same shall on demand by the Company have been
previously surrendered to it by the defaulting Member) stand
canceled and become null and void and of no effect, and the
Directors shall be entitled to issue a duplicate share certificate
in respect of the said shares to the person or persons entitled
thereto.

S) · The Board may at any time before any share so forfeited

shall have been sold, re-allotted or otherwise disposed of,
annual the forfeiture thereof upon such conditions as it
thinks fit.
TRANSFER AND TRANSMISSION OF SHARES

23) The Company shall keep a book to be called the "Register

of Transfers" and therein shall fairly and distinctly enter
the particulars of every transfer or transmission of any
share.

24) The instrument of transfer shall be in writing and all the

provisions of Section 108 of the Companies Act, 1956
and any statutory modification thereof for the time
being shall be duly complied with in respect of all
transfers of shares and registration thereof.
25) Every such instrument of transfer shall be signed by both
the transferor and the transferee and the transferor shall
be deemed to remain the holder of such share until the
name of the transferee is entered in the Register of
Members in respect thereof.

26) Subject to the provisions of Section 111 of the Companies

Act, 1956 and Section 22A of the Securities Contract
(Regulation) Act, the Board may at its discretion decline to
register or acknowledge any transfer of shares (whether fully
paid or not and notwithstanding that the proposed transferee
be already a Member) but in such cases it shall within two
months from the date on which the instrument of transfer was
lodged with the Company, send to the transferee and the
transferer notice of refusal to register such transfer giving
reasons for such refusal provided that the registration of
transfer shall not be refused on the ground that the transferor
being either alone or jointly with any other person or persons
indebted to the Company or any account whatsoever except a
lien on shares.

27) The instrument of transfer shall after registration be

retained by the Company and shall remain in its custody.
All the instruments of transfer which the Directors may
decline to register shall on demand be returned to the
persons depositing the same. The Directors may cause
to be destroyed all transfer deeds lying with the
Company after such period as they may determine.
28) The Board shall have the same right to refuse to register a
person entitled by transmission to any shares or his
nominee, as if he were the transferee named in an
ordinary transfer presented for registration.

29) In case of the death -of any one or more of the persons
named in the Register of Members as the joint holders of
any shares, the survivor or survivors shall be the only
persons recognised by the Company as having any title
to or interest in such share, but nothing herein
contained shall be taken to release the estate of a
deceased joint holder from any liability on shares held
by him jointly with any other person.

30) The executors or administrators or holders of a

Succession Certificate or the legal representatives of a
deceased Member (Not being one or two or more joint
holders) shall be the only persons recognised by the
Company as having any title to the shares registered in the
name of such Member and the Company shall not be bound
to recognize such executors or administrators or holders of a
Succession Certificate or the legal representatives unless
such executors or administrators or legal representatives
shall have first obtained Letters of Administration or
Succession Certificate as the case may be from a duly
constituted court in the Union of India; provided that in any
case where the Board in its absolute discretion thinks fit, the
order may dispense with production of Probate or letters of
Administration or Succession Certificate, upon such errors
as to indemnity or otherwise as the Board in its absolute
discretion may think necessary and register name of any
persons who claims to be absolutely entitled to the shares
standing in the name of a deceased Member, as a Member.

31) No share shall in any circumstances be transferred to any

minor, insolvent or person of unsound mind .

32) Subject to the provisions of the Act and Articles 24(a) and
24(b) any person becoming entitled to share in
consequence of the death, lunacy, bankruptcy,
 insolvency of any Member or by any lawful means other
than by a transfer in accordance with these Articles
may, with the consent of the Board (which it shall not be
under any obligation to give); upon producing such
evidence that he sustains the character in respect of
which title as the Board think sufficient, either be
registered himself as the holder
of the share or elect to have some person nominated by
him and approved by the· Board registered as such
holder; provided nevertheless, that if such person shall
elect to have his nominee registered, he shall testify the
election by executing in favor of his nominee an
Instrument of Transfer in accordance with the
provisions herein contained, and until he does so, he
shall not be freed from any liability in respect of the
shares. This clause is hereinafter referred to as the
"transmission clause".

33) A person entitled to a share by transmission shall subject

to the right of the Directors to retain such dividends or
money as hereinafter provided, be entitled to receive;
and may give a discharge for, any dividends or other
money payable in respect of the share.

34) The Company shall incur no liability or responsibility

whatsoever in consequence of its registering or giving
effect to any transfer of shares made or purporting to be
made by any apparent legal owner thereof (as shown or.
appearing in the Register of Members) to the prejudice
of persons having or claiming any equitable right, title
or interest to or in the said shares, notwithstanding that
the Company may have had notice of such equitable
right, title or interest or notice prohibiting registration of
such transfer, and may have entered such notice, or
referred thereto, in any book of the Company, and the
Company shall not be bound to be required to regard or
attend to give effect to .any notice which may be given
to it of any equitable right, title or interest or to be under
any liability whatsoever for refusing or neglecting so to
do, though it may have been entered or referred to in
some book of the Company, but the Company shall
 nevertheless be at liberty to regard and attend to any
such notice . and give effect thereto if the Board shall
so think fit.
35) The Board shall have power to close the transfer books,
the Register of Member, etc., after due notice and
subject to the provisions of the Act.

INCREASE ,REDUCTION AND ALTERATION OF

CAPITAL

36) Subject to the approval of the President, the Directors

may, with the sanction of the Company by ordinary
resolution, increase the share capital by the creation of
new shares of such amount as the resolution shall
prescribe.

37) Except so far as otherwise provided by the conditions of

issue or by these presents, any capital raised by the
creation of new shares shall be considered as part of
the existing capital, and shall be subject to the
provisions herein contained, with reference to the
payment of interest, calls and installments, forfeiture,
lien, surrender, transfer and transmission, voting proxy
and otherwise.

38) Subject to such directions as may be issued by the

President in this behalf, new shares shall be issued
upon such terms and conditions and with such rights
and privileges annexed thereto as the general meeting
resolving upon the creation thereof shall direct and if no
direction be given as the Directors shall determine.

39) If the Company proposes to issue new shares at any time

after the expiry of two years from the date of the
formation of the Company or at any time after the expiry
of one year. from the date of the allotment of shares
made for the first time (whichever is earlier) then such
new shares shall in accordance with and subject to the
provisions of Section 81 of the Act, be offer~d to the
persons who, at the date of the offer, are holders of the
equity shares of the Company in proportion as nearly as
 circumstances admit, to the capital
paid up on those shares at that date such offer shall be
made by notice specifying the number of shares to
which the member is entitled and limiting a time within
which the offer, if not accepted, will be deemed to be
declined, and after the expiration of such time or on
receipt of intimation from the member to whom such
notice is given that he declines to accept the shares
offered, the Directors may dispose of the same in such
manner as they think most beneficial to the Company.

40) Subject to the provisions of Sections 100-104 of the Act

and to such direction as may be issued by the President
in this behalf, the Company may, from time to time, by
Special
Resolution reduce its share capital including the Capital
Redemption Reserve Account if any) in any way authorized by
law and in particular may pay off any paid-up share capital
upon the footing that it may be called up again or otherwise
and may, if and so far as is necessary, alter its memorandum
by reducing the amount of its share capital and of its shares
accordingly.

41) Subject to the approval of the President, the Company

may, by ordinary resolution, from time to time,
sub-divide or consolidate its shares or any of them and
exercise any of the other powers conferred by Section
94 of the Act.

42) Subject to section 77A of the Companies Act, 1956

amended from time to time and rules made thereunder,
the company may purchase its own shares at any time
on the terms and conditions specified in the act”

BORROWING POWER

43) Subject to the provisions of Sections 58A, 292 and 293 of

the Act, and subject to the approval of the President, the
Board may, from time to time at its discretion by a
resolution passed at a meeting of the Board, accept
deposits from Members either in advance of calls or
 otherwise and generally raise or borrow or secure the
repayment of any sum or sums of money for the
purposes of the Company. Provided, however, where
the moneys to be borrowed together with the moneys
already borrowed (apart from temporary loans obtained
from the bank/Institution in the ordinary course of
business) exceed the aggregate of the paid up capital of
the Company and its free reserves (not being reserves
set apart for any specific purpose) the Board shall not
borrow such money without the consent of the
Company in General Meeting.

44) The Board of Directors may subject to the approval of the

President raise and secure the payment of such sum or
sums in ·such manner and upon such terms and
conditions in all respects as they think for and in
particular by the issue of bonds, perpetual or
redeemable debentures or debenture stock or any
mortgage or charge or other security on the undertaking
of the whole or any part of the property of the Company
(both present and future), including its uncalled capital
for the time being.

45) Any bonds, debentures, debenture stocks or other

securities issued or to be issued by the Company shall
be under the control of the Directors who may issue
them upon such terms and conditions and in such
manner and for such consideration as they shall
consider to be for the benefit of the Company.

46) Debentures, debenture stocks, bonds or other securities

may be made assignable free from any equity ,between
the Company

47) Subject to approval of the President of India and Section

76,79 and 117 of the Act, any debentures,
debenture-stock
or other securities may be issued at a discount, premium
or otherwise and may be issued on condition that they
shall be convertible into shares and with any privileges
and conditions as to redemption, surrender, drawing,
 allotment of shares and attending (but not voting) at
General Meetings, appointment of Directors and
otherwise. Debentures with the right to conversion into
or allotment of shares shall be issued only with the
consent of the Company in the General Meeting
accorded by Special Resolution.

48) The Board shall cause a proper Register to be kept in

accordance with the provisions of Sections 133 and 143
of the Act of all mortgages, debentures and charges
specifically affecting the property of the Company and
shall cause the requirements of Sections 118, 125 and
127 to 144 (both inclusive) of the Act in that behalf to be
duly complied with.

49) The Company shall, if at any time it issues debentures,

keep a Register and Index of Debenture holders in
accordance with Section 152 of the Act. The Company
shall have the power to keep in any state Register of
Debenture holders resident in that State.

MEETING

50) The Company shall in each year, hold a General Meeting

as its Annual General Meeting in addition to any other
meetings in that year. All General Meetings other than
Annual General Meetings shall be called Extraordinary
General Meetings. An Annual General Meeting of the
Company shall be held within six months after the expiry
of each financial year' provided that no more than fifteen
months shall lapse between the date of one Annual
General Meeting and that of the next. Nothing contained
in the
foregoing provisions shall be taken as affecting the right
conferred upon the Central Govt. under the provisions of
Section 166 (i) of the Act to extend the time within which
any
Annual General Meeting may be held. Every Annual General
Meeting shall be called for a time during business hours, on a
day that is not a public holiday, and shall be held at the
Registered Office of the Company or at some other place
within the city of Registered office or at some other place as
the Central Govt may approve and the notice calling the
Meeting shall specify it as the Annual General Meeting. The
Company may in any Annual General Meeting fix the time for
its subsequent Annual General Meetings. Every member of
the Company shall be entitled to attend either in person or by
proxy and the Auditor of the Company shall have the right to
attend and to be heard at any General Meeting which he
attends on any part of the business which concerns him as
Auditor. At every Annual General Meeting of the Company
there shall be laid on the table the Directors Report and
Audited Statement of Accounts. Auditor's Report (if not
already incorporated in the Audited Statement of Account),
the Proxy Register with Proxies and the Register of Director
shareholding while latter Register shall remain open and
accessible during the continuance of the Meeting. The Board
shall prepare the Annual List of Members, Summary of the
Share Capital, Balance Sheet and Profit and Loss Account
and forward the same to the Registrar in accordance with -
Section 159, 161 and 220 of the Act.

51) The Board may, whenever it thinks fit, call an

Extraordinary General Meeting and it shall do so upon
requisition in writing by any Member or Members
holding in the aggregate not less than one-tenth of such
of the paid up capital as at that date carries the right of
voting in regard to the matter in respect of which the
requisition has been made.
52) Any valid requisition made by Members must state the
object or objects of the meeting proposed to be called,
and must be signed by the requisitionists and be
deposited at the office provided that such requisition
may consist of several documents in like form each
signed by one or more requisitionists.

53) Upon the receipt of any such requisition, the Board shall
forthwith call an Extraordinary General Meeting and if
they do not proceed within twenty one days from the
date of the requisition being deposited at the office to
cause a meeting to be called a day not later than forty
five days from the date of deposit of the requisition, the
 requisitionists, or such of their Member as represent
either a majority in value of the paid up share capital
held by all of them or not less than one-tenth of such of
the paid up share capital of the Company as is referred
to in Section 169(4) of the Act, whichever is less, may
themselves call the meeting, but in either case any
Meeting so called shall be held within three months
from the date of the delivery of the requisition as
aforesaid.

54) Any meeting called under the foregoing Articles by the

requisitionists shall be called in the same manner, as
nearly as possible, as that in which meeting are to be
called by the Board.

55) · A general meeting of the Company may be called by

giving not less than twenty-one days' notice in writing. A
general meeting may also be called at shorter notice as
provided in Section 171

56) The accidental omission to give any such notice as

aforesaid to any of the Members or the non-receipt
thereof shall not invalidate any resolution passed at any
such meeting 57) Five members present in person shall
be a
quorum for a General Meeting. A corporation being a
member shall be deemed to be personally present if
represented according to the Act. "

58) The ordinary business of an Annual General Meeting shall

be to receive and consider the profit-and-loss account,
the balance sheet, and the report of the Board of
Directors and of the Auditors, appointment of Directors
in place of those retiring by rotation and to declare
dividends. All other business transacted at such a
meeting and all business transacted at an Extraordinary
General Meeting shall deemed special.

59) (i) The President, so long as he is a shareholder of the

Company may, from time to time, appoint one or more persons
(who need not be a Member or Members of the Company to
represent him at all or any Meetings of the Company.) i) Any
one of the persons appointed under Sub-Article of this Article
who is personally present at the Meeting shall be deemed to
be a Member for the purposes of this Act and shall be entitled
to exercise the same rights and powers including the right to
vote by proxy as the President could exercise as a Member of
the Company. ii) The President may, from time to time, cancel
any

appointment made under Sub-Article (i) of this Article and

make fresh appointments.

60) No business shall be discussed at any General Meeting

except the election of a Chairman whilst the Chair is vacant.

61) The Chairman of the Board of Directors shall be entitled to

take the chair at every General Meeting. If there be no
Chairman or if at any Meeting he is not present within 15
minutes after the time appointed for holding such a Meeting
or is unable to be present due to illness or any other cause or
is unwilling to act, the Directors present may choose a
Chairman and in default of their
doing so, the Members present shall choose one of the
Directors to be Chairman and if no Directors present be
willing to take the Chair, the Members present shall choose
one of their members to be Chairman.

62) The Chairman ·with the consent of the Meeting at which

the quorum is present and shall if so directed by the Meeting
may adjourn any Meeting from time to title and from place to
place.

63) No business shall be transacted at an adjourned Meeting

other than business which might have been left unfinished at
the Meeting from which the adjournment took place. 64)
When a Meeting is adjourned for thirty days or more, notice
of the adjourned Meeting shall be given as in the case of an
original

65) Save as aforesaid, it shall not be necessary to give any

notice of an adjournment or of the business to be transacted
66) In. in the case of an equality of votes, whether on a show
of hands or on a poll, the Chairman of the Meeting at which
the show of hands takes place or at which the poll is
demanded shall be entitled to a casting vote in addition to his
own vote to which he may be entitled as a Member.

67) Any poll duly demanded on the election of a Chairman of

a Meeting or on any question of adjournment should be taken
at the Meeting and without adjournment.

68) The demand for a poll shall not prevent the continuance of
a Meeting for the transaction of any business other than the
question on which the poll has been demanded.

69) Minutes shall be made in books provided for the purpose

of all resolutions and proceedings at General Meeting,
Board/Committee Meetings in accordance with section 193 of
the act.
VOTES OF MEMBERS

70) Upon a show of hands every Member in person shall have

one vote and upon a poll the voting rights of the Members
shall be as laid down in Section 87 of the Act.

71) No Member shall be entitled to vote either personally or by

proxy at any General Meeting or Meeting of a class of
shareholding either upon a show of hands or upon a poll in
respect of any shares registered in his name on which any
calls or other sums presently payable by him have not been
paid or in regard to which the Company has, and has
exercised, any right to lien.

72) On a poll taken at a meeting of the Company, a Member

entitled to more than one vote, or his proxy or other person
entitled to vote for him, as the case may be needed. not, if he
votes, use all his votes or cast in the same way all the votes
he uses.

73) A 'Member of unsound mind or in respect of whom an

order has been made by any Court having jurisdiction in
cases of lunacy, may vote, whether on a show of hands or
upon a poll in respect of any shares registered in his name
by his committee or legal guardian and such committee and
legal guardian may, on poll vote by proxy, if any Member be a
minor the vote in respect of his share or shares shall be by
his guardian, or any one of his guardians, if more than one;
to be selected in case of dispute by the Chairman of the
Meeting.

74) Subject to 1he provisions of these Articles, votes may be

given either personally or by proxy. A body corporate being a
Member may vote either by a proxy or by a representative
duly authorized in accordance with Section 187 of the Act
and such representative shall be entitled to exercise the
same rights and powers (including the right to vote by proxy)
on behalf of the
body corporate Which he represents as that body could
exercise if it were an individual Member.

75) Any person entitled to transfer any share under Article

24(d) may vote at any General Meeting in respect thereof in
the same manner as if he were the registered holder of such
shares, provided that forty eight hours at least before the
time of holding the Meeting or adjourned Meeting,· As the
case may be, at which he proposes to vote he shall satisfy
the Directors of his right to transfer such shares and give
such indemnity (if any) as the Directors may require or the
Directors shall have previously admitted his right to vote at
such Meeting in respect thereof.

76) The instrument appointing a proxy shall be in writing

under the hand of the appointer or his attorney or if such
appointer is a company under its common seal or under the
hand of a person duly authorised by such company on that
behalf or under the hand or its attorney who may be the
appointer.

BOARD OF DIRECTORS

77) For the present, the number of Directors of the Company

shall not be less than three and more than fifteen. The
Directors shall not be required to hold any qualification
shares.

78) The President of India shall be entitled by a notice in

writing addressed to the Company by an order made and
executed in the name of the President of India and
authenticated as provided by the Constitution of India .to
appoint such number of persons as shall, together with the
Part-time Chairman, Chairman and Managing Director, Vice
Chairman and
Managing Director and other Directors including whole-time
Directors not exceeding one-third of the total number of
Directors for the time being of the Company, as Director or
Directors of the Company and to remove such person or
persons from office and on a vacancy being caused in such
office from
any cause whatsoever whether by resignation, retirement,
death, removal or otherwise, or any such person or persons
so appointed, to appoint another or others to fill such
Vacancy. Appointment or removal of Directors ' under this
Article shall become effective forthwith upon receipt of order.
The Directors so appointed by President of India shall not be
liable to retire at the general meeting of the Company. The
remaining two-third of the Directors shall be appointed at the
general meeting of the
Companies out of that one third will retire by station at
everyAnnual General Meeting as per provision of Section
6. A retiring Director shall be eligible for re election

79) Subject to the provisions of the Act, whenever, Directors

enter into a con- ·tract with any Government, Central
State or Local, ·any bank or financial institution or any
person or persons (hereinafter referred to as "the
appointer'') for borrowing any money or for providing
any guarantee or security or for technical collaboration
or assistance for underwriting or . enter into other
arrangement whatsoever, the Directors shall have, the
power to agree that such appointer shall have the right
to appoint or nominate by a notice in writing addressed
to the Company, one or more Directors on the Board for
 such period and upon such conditions as may be
mentioned · in the ·agreement and that such Director or
Directors may not be liable to retire by rotation nor be
required to hold any qualification shares. Subject to the
provision of Articles the Directors may also agree that
any such Director or Directors may be removed from
time to time by the appointer entitled to appoint or
nominate them and the appointer may appoint another
or others in his or their place and also fill in any
vacancy, which may occur as a result of any such
Director or Directors ceasing to hold that office for any
reason whatsoever. The Directors appointed or
nominated under this Article shall be entitled to
exercise and enjoy all or any of the rights and privileges
exercised and enjoyed by the Directors of the Company
including payment of remuneration and traveling
expenses to such Directors as may be agreed by the
Company with the appointer

80) The Board may appoint an Alternate Director

recommended for such appointment by the Director
(hereinafter called the Original Director) in whose place
he is being appointed during his absence for a period of
not less than three months from the State in which the
meetings of the Board are ordinarily held. Provided that
in the case of an Original Director who is appointed by
the President of India, the Board may appoint an
Alternate Director recommended for such appointment
by the President of India. An Alternate Director
appointed under this Article shall not hold office for a
period longer than that permissible to the original
Director in whose place he has been appointed and
shall vacate office if and when the Original Director
returns to that State. If the term of office of the Original
Director is determined before he so returns to that
State, any provisions . in the Act or in these Articles for
·the automatic reappointment of retiring Director in
default of another appointment shall apply to the
director and not to the alternate director

81) Subject to the provisions of Section 260 of the Act, the

 Board shall have power at any time and from time to
time appoint any other qualified person to be an
Additional Director, but so that the ·total number of
Directors shall not at any time exceed the maximum
fixed under Article 60. Any such additional Director
shall hold office only up to the date of the next Annual
General Meeting.

82) Subject to the provisions of Sections 262,264 and 284(c)

of the Act, the Board shall have power at any time and
from time to time to appoint any other qualified person
to be a Director to fill a casual vacancy. Any person so
appointed
shall hold office only up to the date up to which the
Director in whose place he is· appointed would have
held office

83) Remuneration of the Part-time Chairman/Chairman, all

other Directors (whether whole time Director or not)
shall from time to time be determined by the President
of India. Such reasonable additional remuneration as
may be fixed by the President of India, may be paid to
anyone or more of the Directors for extra or special
service rendered by him or them or otherwise. A
Director who is an employee of the Government shall
not be entitled to any remuneration unless otherwise
provided by the President of India. · (ii) The Directors
may allow and pay to any Director, who travels for the
purpose of attending or returning from meetings of the
Board of Directors or any Committee thereof or General
Meetings, or in connection ·with the business of the
Company, his traveling and hotel and other expenses
incurred by him in consequence or for the purpose of
his attendance, and in connection with the business of
the Company. The Director may also be paid sitting fees,
as may be decided by the Directors from· time to time for
attending such meetings as above specified and other
remuneration payable to him.

84) The office of a Director shall become vacant if :- (a) he is

found to be of unsound mind by a court of competent
 jurisdiction; or (b) he is adjudged an insolvent, or applies
to be adjudicated an insolvent; or (c) he or any partner,
or relative of his, or any firm in which he or his relative
is a partner, or any private company of which he is a
Director or Member, without the previous consent of the
Company accorded by a special resolution in General
Meeting, holds any office or place of profit under the
Company or under any subsidiary of the Company in
contravention of Section 314 of the Act; or (d) he
absents himself from three consecutive Meetings of the
Directors or from all Meetings
of Directors for a continuous period of three months
whichever is longer without leave of absence from the
Board of Directors; or (e) he acts in contravention of
Section 297 and 299 of the Act; or (f) he suspends
payment to or compounds with his creditors; or (g)
resigns his office by notice in writing addressed to the
Company or to the Directors; or (h) he is convicted by a
court in India of an offense involving immoral and is
sentenced in respect thereof to imprisonment for not
less than six months; or (i) he is disqualified by an order
of the court under Section 203 of the Act; or (j) he is
removed in pursuance of Section 284 of the Act.

85) Subject to the restriction imposed by these Articles and

the Act and the of observance and fulfillment thereof, no
Director shall be disqualified by his office from
contracting with the Company either as a vendor,
purchaser, agent, broker or otherwise, nor shall any
such contract or any contract or arrangement entered
into by or on behalf of the Company in which any
Director shall be in any way interested be avoided nor
shall any Director, so contracting or being so interested
be liable to account to the Company for any profit
realised by any such contract or arrangement by reason
only of such Director holding that office, or of the
fiduciary relation thereby established, but it is declared
at the nature of his interest must be disclosed by him at
the meeting of the Directors after the acquisition of his
interest, and that no Director shall, as a Director,vote in
respect of any contract or arrangement in which he is
 so interested, and if he does so vote, his vote shall not
be counted: Provided that the Director, or any of them
may vote on any contract of indemnity against any loss
which they or any one or more of them may suffer by
reason of becoming or being sureties or a surety for the
Company. A general notice that any Director is a
Member of any specified firm or a Director or Member of
any specified company and is
to be regarded as interested in any subsequent
transaction with such firm or company, shall be
sufficient disclosure under this Article, and after such
general notice it shall not be necessary to give any
special notice relating to any particular transaction with
such firm or company.

86) The Company shall keep a Register in which shall be

entered particulars of all contracts and arrangements in
which the director is interested or concerned directly or
indirectly with the provisions

87) A Director of this Company may be, or become a Director

of any company promoted by this Company or in which
it may be interested as a vendor, member or otherwise
and no such Director shall be accountable for any
benefits received as Director or Member of such
company.The Company shall not make any loan or
guarantee any loan made to a Director of the Company
or to a firm of which such Director is a partner or to a
private company of which such Director is a Member or
Director.The Directors may meet together for the
disposal of business once at least in every three
months; they may adjourn and otherwise regulate their
meetings and proceedings as they think fit. One-third of
the total strength of Directors (any fraction contained in
that one-third · being rounded off as one) or two
Directors whichever is higher shall be the quorum.

POWER OF BOARD OF DIRECTORS

88) The business of the Company shall be managed by the

Board of Directors who may pay all expenses of getting the
Company registered and may exercise all such powers and do
all such acts and things as the Company is by its
memorandum of Association or otherwise authorised to
exercise and do and are not hereby or by statute directed or
required to be exercised or done by the Company in General
meeting, but subject nevertheless to
the provisions of the Act and of the Memorandum of
Association and these Articles and to any· regulations not
being inconsistent with the Memorandum of Association and
these Articles from time to time made by the Company in
General Meeting provided that no such regulation shall
invalidate any prior act of the Directors which would have
been valid if such regulations had not been made.

89) Without prejudice to the general powers conferred by

these Articles subject to the provisions of Sections 291
to 294 and 297 of the Act, the Board of Directors shall
have the following powers:-
(1) From time to time make, vary and repeal by-laws for the
regulation of the business of the Company, its officers and
servants;
2) To pay and charge to the capital account of the Company
any interest lawfully payable thereat under the provisions of
the Act;
(3) To pay all expenses in getting up and in registration of the
Company, including all expenses incidental to and
consequential to such registration
(4) To purchase or otherwise acquire for the Company any
property rights or privileges which the Company is
authorized to acquire at such price and generally on such
terms and conditions as they think fit;
(5) To authorize the undertaking of works of capital nature up
to the ceiling laid down by the Central Government from time
to time subject to the condition that all cases involving a
capital expenditure beyond such ceiling shall be referred to
the Central Government for approval before authorisation,
but in cases where detailed projects have been prepared with
estimates of the different component parts of the projects and
duly approved by the Central Government, the Board shall be
fully competent to authorize the undertaking of all works
covered under the approved estimates including the variation
not exceeding 10% of any particular component without
further reference to the Govt.
(6) At their discretion to pay for any property or right acquired
by or services rendered to the Company, either wholly or
partially in cash, or in share, bond, debenture, debenture
stock or other securities of the Company, and any such share
may be issued either as fully paid up or with such amount
credited as paid up thereon as may be agreed upon and any
such bonds, debenture, debenture stock or other securities
may be either specially charged upon all or any part of the
property of the Company and its uncalculated capital or not
so 'charged;
(7) Subject to the approval of the President, to borrow or raise
or secure the payment of money both in rupees and foreign
currencies in such manner as the Company shall think fit, and
in particular by executing mortgages and the issue of
debentures, or debenture stock, perpetual or otherwise,
charged upon all or any of the Company's property (both
present and future) including its uncalled capital and to
purchase, redeem or pay off any such securities;
(8) To open and operate bank accounts in branches of State
Bank of India or other Indian scheduled -banks in India (9) To
secure the fulfillment of any contracts of engagement entered
into by the Company by mortgage or charge of all or any of
the property of the Company and its unpaid capital for the
time being or in such other manner as they think tit; (1 0) To
appoint any person or persons (whether incorporated or not)
to accept and hold in trust for the Company any property
belonging to the Company or in which it is interested, or for
any other purposes .. and to execute and do all such acts and
things as may be requisite in relation to any such trust and to
provide for the remuneration of such trusts or trustees; .
(11) To institute, conduct, defend; compound or abandon any
legal proceedings by or against the Company or its officers or
otherwise concerning the affairs of the Company and also to
compound and allow time for payment or satisfaction of any
debt
due, of any claims or demands by or against the Company;
(12) To refer any claim or demand by or against the Company
to arbitration and observe and perform awards; .,
(13) To make and give receipts, releases and other discharges
for money payable to the Company and for the claims and
demands of the Company;
(14) To determine from time to time who shall be entitled to
sign on the Company 's behalf bills, notes, receipts,
acceptances, endorsements, cheques, dividend warrants,
releases, contracts and documents;
(15) To Invest in the Reserve Bank of India or the State Bank
of India or in such securities as may be approved by the
President and deal with any of the money of the Company not
immediately required for , the purposes thereof, and in such
manner as they may think fit and from time to time to vary or
realize such investments; ,
(16) To execute in the name and on behalf of the Company in
favor of any Direct or or other person who may incur or be
about to incur any personal liability for the benefit of the
Company such mortgages of the Company's property
(present and future) as they think fit, and any such mortgage
may contain a power of sale and such other powers,
covenants and provisions as shall be agreed on;
(17) Subject to the approval of the President, to give to any
Director, officer or other persons employed by the Company
an interest in any particular business or transaction either by
way of commission on the gross expenditure thereon or
otherwise or a share in the general profits of the Company,
and such interest, commission or share of profits shall be
treated as a part of working capital in the company
(18) To provide for the welfare of employees or ex-employees
of the Company and the wives, widows, and families or the
dependents or connections of such employees or
ex-employees by building or contributing to the building of
houses, dwellings or by grants of money, pensions,
allowances, bonuses, profit sharing bonuses or benefit of
any other kind by creating and
from time to time subscribing or contributing to provident and
other associations, institution, funds, profit sharing or other
schemes, or trusts or by providing or subscribing or
contributing towards places of instruction and recreation,
hospitals and dispensaries, medical and other attendances
and any other form of assistance, welfare or relief as the
Director shall think fit provided that no grant of bonuses or
profit-sharing bonuses shall be made without the prior
approval of the President;
(19) To subscribe or otherwise to assist or to guarantee
money to charitable, benevolent, religious, scientific,
national, public or any other institutions or objects, or for any
exhibition; (20) Before declaring any dividends subject to the
approval of the President, to set aside out of the profit of the
Company such sums as they may think ·proper for
depreciation or to Depreciation Fund, Reserve or to Reserve
Fund, or Sinking Fund, Insurance Fund or any special or'
other fund to meet contingencies or to repay redeemable
preference shares, debentures or debenture stock, and for
special dividends and for equalizing dividends and for
repairing, improving, extending and maintaining any part of
the property of the Company, for pensions, gratuities or
compensations or to create any Provident or benefit fund and
for such other purposes (including the purposes referred to
in Sub-Clause 21) as the Directors may, in their absolute
discretion, think conducive to the interest of the Company;
and to invest the several sums to set aside or so much
thereof as required to be invested upon such investments
(subject to the restrictions imposed by the Act) as the
Directors may think fit;
From time to time to provide for the management of the affairs
of the Company outside its organizations in such manner as it
thinks fit and in particular to appoint any person or persons to
be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions
(not exceeding those vested in or \ exercisable by the
Directors under these presents) and for such period and
subject to such conditions as the Directors may from time to
time think fit and any such
appointment if the Directors think fit may be made in favor of
the members of any local Boards established as aforesaid or
in favor of any Company or the Members, Directors,
Nominees or Managers of any Company or firm or otherwise
in favor of any fluctuating body or persons whether
nominating directly or indirectly by the Directors, and such
power of attorney may contain such powers for protecting or
convenience of persons dealing with such attorneys as the
Directors may think fit; (21) Subject to Section 292 of the Act,
to sub-delegate all or any of the powers, authorities and
discretions for the time being vested in the Directors subject
to the ultimate control and authority being retained by them;
(22) To enter into all such negotiations and contracts and
rescind and vary all such contracts and execute and do all
such acts, deeds and things in the name of and on behalf' of
the Company as they may consider expedient for or in relation
to any of the matters aforesaid or otherwise for the purposes
of the Company; (23) Every Director present at any meeting of
the Board or of R Committee thereof shall sign his name in a
book to be kept for the purpose.

PROCEEDINGS OF DIRECTORS

90) (1) The Board of Directors may meet for the despatch of
business, adjourn and otherwise regulate its Meetings, as it
thinks fit. (2) A Director may, and the Secretary on the
requisition of a Director shall, at any time, summon a Meeting
of the Board.
(1) Save as otherwise expressly provided in the Act,
questions arising at ·any Meeting of the Board shall be
decided by a majority of votes.
(2) In case of an equality of votes, the Chairman of the Board,
if any, shall have a second or casting vote.

91) Subject to the provisions of Act, the Board may delegate

any of their powers to Committee consisting of such Member
or Members of their body as they think fit and may, from time
to
time, revoke such delegation. Any Committee so formed shall,
in exercise of the powers so delegated, conform to any
regulations that may, from time to time, be imposed upon it by
the Board. The proceedings of such a Committee shall be
placed before the Board at its next meeting.

92) A Committee may elect a Chairman of its meetings, if no

such Chairman is elected, or if at any Meeting the Chairman is
not present within fifteen minutes after the time appointed for
holding the same, the Members present may choose one of
their members to be Chairman of the Meeting.

93) All acts done by any Meeting of the Board or by a

Committee of the Board, or by any person acting as a Director
shall, notwithstanding that it shall after wards be discovered
that there was some defect in the appointment of such
Directors or persons acting as aforesaid, or that they or any
of them were disqualified or had vacated office or that the
appointment of any of them had terminated by virtue of any
provisions contained in the Act or in these Articles, be as
valid as if every such person duly appointed and was
qualified to be a Director, and had not vacated office or his
office ·had not been terminated. Provided nothing in this
Article shall be deemed to give validity to acts done by a
Director after his appointment has been shown to the
Company to be invalid or to have terminated.

94) (1) A Committee may meet and adjourn as it thinks proper.

(2) Questions arising at any Meeting of a Committee shall be
determined by a majority of votes of the Members present,
and in case of an equality of votes, the Chairman shall have a
second or casting vote. Save as otherwise expressly
provided in the Act, a resolution in writing signed by all the
members of the Board or of a Committee thereof, for the time
being entitled to receive notice of a Meeting of the Board or
Committee, shall be as valid and effectual as if it had been
passed at a Meeting of the Board or Committee, duly
convened and held.
95) (i) The Board shall provide for the safe custody of the seal,
and have power from time to time to destroy or substitute a
new seal in lieu thereof. ii) The seal shall not be affixed to any
instrument (other than Share Certificate) except by the
authority of a resolution of the Board and in the presence of
one Director at the least who shall sign every instrument to
which the seal of the Company is affixed in his presence

96) (i) The Company shall cause minutes of all proceedings af

every meeting of the Board and Committee thereof to be kept
by making with in thirty days of the conclusion of every such
meeting concerned entries thereof in books kept for that
purpose with their pages consecutively numbered. ii )Each
page of every such book shall be signed and the last page of
the record of proceedings of each hearing in such book shall
be dated and signed by the Chairman of the said meeting or
the Chairman of the next succeeding meeting.
(iii) In no case the minutes of proceedings of a meeting shall
be attached to any such book as aforesaid by pasting or
otherwise. (iv) The minutes of each meeting shall contain a
fair and correct summary of the proceedings thereat.
(v) All appointment of officers made at any of the meetings
aforesaid shall be included in the minutes of the meeting. (vi)
The minutes shall also contain : (a) The name of the Directors
present at the meeting; and (b) In case of each resolution
passed at the meeting,of the Directors, if any dissenting from
.or not concurring in the resolution. (vi) Nothing contained in
sub-clause (1) to (6) shall be deemed to require the inclusion
in any such minutes of any matter which, in the opinion of the
Chairman of the meeting. (a) is, or could reasonably be
regarded as defamatory of any person; (b) is irrelevant or
immaterial to the proceedings; or (c) is detrimental to the
interest of the Company. The Chairman shall exercise
absolute discretion in regard to the inclusion. or
noninclusion of any matter in the minutes on the grounds
specified in this sub-clause.

DIVIDENDS AND RESERVES

97) The Company in General Meeting may declare a dividend

to be paid to the members according to their rights and
interest in the profits, but no dividend shall exceed the
amount recommended by the Board.

98) (a) No dividend shall be declared or paid otherwise by the

Company for any financial year out of profits for the year
arrived at after providing for depreciation in accordance with
the provisions of Section 205 of Act except after the transfer
to the reserves of the Company of such percentage of its
profits for the year as may be prescribed or out of the profits
of the Company for any previous financial year or years
arrived at after providing for depreciation in accordance with
these provisions and remaining undistributed or out of both
provided that (i) If the Company has not provided for
depreciation for any previous financial year or years shall
before declaring or paying a dividend for any financial year,
provide for such depreciation out of the profits of any other
previous financial year or years. (ii) If the Company has
incurred any loss in any previous financial year or years the
amount of loss or any amount which is equal to the amount
provided for depreciation for that year or these years
whichever is less shall be set off against the profits of the
Company for the years for which the dividend is provided to
be declared or paid or against the profits of the Company for.
any previous financial year or years arrived at in both cases
after providing for depreciation in accordance with the
provisions of Sub-section (2) of Section 205 of the Act or
against both. Provided further that, no dividend shall be
declared or paid for any financial year out of the profits of the
Company for the year arrived at after providing for
depreciation as above, except after the transfer to the
reserves of the Company of such percentage of its profits for
that year as may be prescribed in accordance with Section
205 of the Act or such higher percentage of its profits as may
be allowed in accordance with that Section.
99) Where Capital is paid·in advance of calls, such capital may
carry interest but shall not in respect thereof confer a right to
dividend or Participate in profits.

100) The Board may, from time to time, pay to the Members
such interim dividends as in its judgment the position of the
Company justifies.

101) The declaration of the Board as to the amount of the net

profits of the Company shall be conclusive.

ACCOUNTS

102) The Board shall, from time to time, determine whether

and to what extent and at what times and places and under
what conditions or regulations the accounts and books of the
Company, or any of them, shall be open to the inspection of
Members not being Directors. Statement of Accounts Copies
shall be sent to each Member

103) The profit-and-loss account shall, subject to the

provisions laid down in Section 211 of the Act and Schedule
VI referred to therein, show, arranged under the most
convenient the amount of gross income, distinguishing the
several sources from which it has been derived, and the
amount of gross expenditure distinguishing the expenses of
the establishment, salaries and other like matters. Every item
of expenditure fairly chargeable against the year's income
shall be brought into account that a just balance of profit and
loss may be laid before the Meeting, and in cases where any
item of expenditure which may in fairness be distributed over
several years has been incurred in anyone year, the whole
amount of such an item shall be stated with the addition of
the reasons why only a portion of such an expenditure is
charged against the income of the year.
104) ) A copy of every such Profit an·d Loss Account and
Balance Sheet (including the Auditors' Report and every other
document required by law to be annexed or attached to the
Balance Sheet), shall at least twenty one (21) days before the
meeting at which the same are to be laid before the Members,
be sent to the Members of the Company, to every trustee for
holders of debentures issued by the Company (not being
debentures which are payable to the bearer there of), whether
such members or trustee is or is not entitled notices of
General Meetings of the Company sent to all persons other
than such Members or trustees being persons so entitled.
Provided that if the copies of the documents aforesaid are
made available for inspection at its Office during working
hours for a period of twenty one days before the date of the
meeting and a statement containing the salient features of
such documents in the prescribed form or copies of the
documents aforesaid, as the Company may deem fit, is sent
to every member of the Company and to every trustee for the
holders of any debentures issued by the Company not less
than twenty one days before the date of Meeting.

105) Any Member or holder of debentures of the Company

and any person from whom the company has accepted a sum
of money by way of deposit shall, on demand, be entitled to
be furnished free of cost with a copy of the last Balance
Sheet of the Company and of every document required by
law to be annexed or attached thereto, including the Profit
and Loss Account and the Auditors' Report.
(1) The Company in General Meeting may, upon the
recommendation of the Board, resolve:-
(a) that it is desirable to capitalize any part of the amount for
the time being standing to the credit of any of the Company's
reserve accounts, or to the credit of the profit-and-loss
account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in
the manner specified in Clause (2) amongst the Members
who would
have been entitled thereto, if distributed by way of dividend
and in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be
applied, subject to the provision contained in Clause (3),
towards:- Paying up, in full, unissued shares in or debentures
of the Company to be allotted and distributed, credited as
fully paid up, to and amongst such Members in the
proportions aforesaid.
(3) A share premium account and a capital redemption
reserve may, for the purposes of this regulation, only be
applied in the paying up of unissued shares to be issued to
Members of the Company as fully paid shares.
(4) The Board shall give effect to the resolution passed by the
Company

106) (1) Whenever such a resolution as aforesaid shall have

been passed, the Board shall :-
(a) make all appropriations and applications of the undivided
profit resolved to be capitalized thereby, and all allotments
and issues of fully paid shares or debentures, if any; and (b)
generally do all acts and things required to give effect there
to.
(2) The Board shall have full power :-
(a) to make such provision, by the issue of fractional
certificates or by payment in cash or otherwise as it thinks fit,
for the case of shares or debentures becoming distributable
in fractions; and also
(b) to authorize any person to enter, on behalf of all the
Members entitled thereto, into an agreement with the
Company providing for the allotment to them respectively,
credited as fully paid up, of any further shares or debentures
to which they may be entitled upon such capitalisation, or (as
the case may require) for the payment by the Company on
their behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalized of the
amounts or any part of the amounts remaining unpaid on
their existing shares.
(3) Any agreement made under such authority shall be
effective and binding on all such Members

AUDITS

107) The auditor or auditors to the Company shall be appointed

or re-appointed by the Central Govt. on the advice of their
Comptroller and Auditor General of India and their
appointment, remuneration, powers and duties shall be
regulated by Sections 224 to 233-8 read with Section 619 of the
Act.

108) The auditor or auditors to the Company shall be appointed

or re-appointed by the Central Govt. on the advice of their
Comptroller and Auditor General of India and their
appointment, remuneration, powers and duties shall be
regulated by Sections 224 to 233-8 read with Section 619 of the
Act.

109) The Comptroller and Auditor shall have power to General

of India
(i) to direct the manner in which the accounts of a Company
shall be audited by the auditor or auditors appointed to give
such auditor or auditors instructions in regard to any matter
relating to the performance · of this or their functions as such
and ii) conduct a supplementary or test audit of the accounts
of the Company by such person or persons as he may
authorize in his behalf and for the purposes of such audit, to
require information or additional information to be furnished
to any person or persons so authorized, on such matters by
such person and in such form, as the Comptroller & Auditor
General may by general or special order direct.
110) The Auditor or Auditors appointed as aforesaid shall
submit a copy of his or their audit report to the Comptroller
and Auditor General of India who shall have a right to
comment upon or supplement the audit report in such
manner as he may think fit and any such comments upon or
supplement to the audit report shall be placed before the
annual general meeting of the Company at the same time and
in the same manner as the audit report.
111) Notwithstanding anything contained in any of these
Articles the President may from time to time, issue such
directives or instructions as may be considered necessary in
regard to the finance, conduct of the business and affairs of
the Company. The-Company shall give effect to the directives
or instruction is so issued. In particular, the President will
have the powers:-
(i) to give directions to the Corporation as to the exercise and
performance of its functions in matters involving national
security or substantial public interest and to ensure that the
Corporation gives effect to such directions.
(ii) to call for such returns, accounts and other information
with respect to the property and activities of the Corporation
and its constituent units as may be required from time to
time; (iii) to authorize the amount of capital to be raised and
the terms and conditions on which it may be raised;
(iv) to approve the Corporation's five year and annual plans of
development on the Corporation's capital budget ; (v) to
approve the corporation's revenue budget in case there is an
element of deficit which is proposed to be met by obtaining
funds from the Government ; and
{VI) to approve agreements involving foreign collaboration
proposed to be entered into by the Corporation. Provided that
all directives issued by the President shall be in writing
addressed to the Chairman. The Board shall, except where
the President considers that the interest of the national
security requires otherwise, incorporate the contents of
directives issued by the President in the annual report of the
Company and also indicate its impact on the financial
position of the company

112) Every person who, by operation of law, transfer or other

means whatsoever, becomes entitled to any share shall
be bound by every notice in respect of such share
which, previously to his name and address and title to
the share being notified to the Company, was duly given
to the person from whom he derives his title to such
share.
113) The signature to any notice to be given by the Company
may be written or printed or lithographed.

114) No Member shall be entitled to require discovery of or

any information respecting any detail of the company's
trading or any matter which may be in the nature of a
trade secret, mystery of trade or secret process which
may relate to the conduct of the business of the
Company and which in opinion of the Board it will be
inexpedient in the interest of the Members of the
Company to communicate to the public.

WINDING UP

115) If the Company shall be wound up and the assets

available for distribution among the members as such
shall not be sufficient to repay the whole of the paid-up
capital, such assets shall be distributed so that, as
nearly as may be, the losses shall be borne by the
members in proportion to the capital paid-up, or which
ought to have been paid-up at the commencement of
the winding-up, on the shares held by them
respectively. And if in a winding-up the assets available
for distribution among the members shall be more than
sufficient to repay the whole of the capital paid-up at the
commencement of the winding-up, the excess shall be
distributed amongst the Members in proportion to the
capital paid-up at the commencement of the winding-up
or which ought to have been paid-up on the shares held
by them respectively

116) Subject to the provisions of Section 201 of the Act, every

Director, Manager, Secretary and other officer or servant of
the Company shall be indemnified by the Company against,
and it shall be the duty of the Directors out of the funds of the
Company to pay all costs, losses and expenses which any
such officer or servant may incur or become liable to by
reason of any contract entered into, or act or thing done by
him as such officer or servant or in any way in the discharge
of his duties, and the amount for which such indemnity is
provided shall immediately attach as a lien on the property of
the Company, and have priority as between the members over
all other claims. This extends to any liability incurred in
defending Civil/Criminal proceedings in which judgment is
given in his favor or in which he is acquitted or any relief is
granted under Section 633 of the Act.

117)No Director or other officer of the company shall be liable

for the acts, receipts, neglects or defaults of any other
Director or officer of the Company or for joining in any
receipt or other act for conformity, or for any loss or
expenses happening to the Company through the
insufficiency or deficiency of title to any property acquired by
the order of the Directors for or on behalf of the Company, or
for the sufficiency or deficiency of any security in or upon
which any of the moneys of the Company shall be invested or
for any loss or damage arising from the
bankruptcy,insolvency or tortious act of any person with
whom any moneys, securities or effects shall be deposited or
for any loss occasioned by any error of judgment or
oversight on his part or for any other loss, damage or
misfortune whatever, which shall happen in the execution of
the duties of his office or in relation thereto, unless the same
happens through his own negligence, default, misfeasance,
breach of duty or breach of trust.