Memorandum and Articles of Association of ITDC PDF

; MEMORANDUM AND
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' ARTICLES OF ASSOCIATION
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India Tourism Development Corporation Ltd.
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MEMORANDUM AND
ARTICLES OF ASSOCIATION
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OF
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lI. INDIA TOURISM DEVELOPMENT
CORPORATION LIMITED
AS ALTERED BY INDIA TOURISM DEVELOPMENT CORPORATION AMALGAMATION
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ORDER DATED 26TH MARCH, 1970, ISSUED BY THE COMPANY LAW BOARD,
I MINISTRY OF INDUSTRIAL DEVELOPMENT, INTERNAL TRADE AND COMPANY
AFFAIRS, AND AS FURTHER AMENDED AT THE EXTRAORDINARY GENERAL MEETING
HELD ON 5TH JUNE, 1972, AND THE ANNUAL GENERAL MEETINGS, EGMs, HELD
ON 27TH DECEMBER, 1973, 17TH NOVEMBER, 1976, 30TH SEPTEMBER, 1981 , 30TH
JANUARY, 1984, 27TH F~B~UARY, __1_~~7,_ ~9.TH NOVEtylBER, 1988, 27TH OCTOBER,
1989, 6th JANUARY 1993, 5th NOVEMBER 1993, 24th AUGUST 1995, 31st DECEMBER ·
2002, 4th JUNE 2007, 24th FEBRUARY 2012 AND AS FURTHER AMENDED IN THE
ANNUAL GENERAL MEETING HELD ON 26th SEPTEMBER 2012.
MEMORANDUM OF ASSOCIATION
OF
INDIA TOURISM DEVELOPMENT CORPORATION LIMITED
1. The name of the Company is "India Tourism Development Corporation

Limited".
11. The registered office of the Company will be situated in the Union Territory
of Delhi.
Ill. The Company is established for the purpose of developing tourism in the
country with the following main objects :-
(1) ·Take over and manage existing hotels and sell, construct, purchase,
acquire, lease, take on lease, run and maintain hotels, motels,
restaurants, canteens, cafeterias, travellers lodges, mansions, guest
houses, and other places for the purpose of boarding, lodging and stay
of tourists.
(2) Establish and manage transport units, travel and transport counters;
import, purchase, lease, sell and run or otherwise operate cars, cabs,
buses, coaches, trucks, launches, ropeways, aircrafts, helicopters and
other modes of transport.
(3) Produce, distribute-ar~d-seiLtourist publicity mat~rial;.. edit, design, print,

publish, sell or otherwise deal with books, magazines, periodicals,
folders, inserts, guide maps, pamphlets, bills, posters, picture post-
cards, diaries, calendars, slides, cinematograph films and other material
for the purpose of giving publicity to and developing tourism.
(4) Provide entertainment by way of cultural shows, dances, music

concerts, cabarets, ballets, film shows, sports and games, son-et-
lumiere spectacles and others.
(5) Provide shopping facilities to tourists, establish and manage shops,

including duty-free shops, bazars, emporia and other places for selling
travel requisites and other articles of tourist interest.
*(6) To collaborate with Government both at Central and State levels,

Government-owned Undertakings, Government or Public Companies
·Inserted in the AGM on 31st December, 2002

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or Private Entrepreneurs or any authority or agency having objects

altogether or in part similar to those of the Company through entering
into memorandum of understanding, agreement, partnership,
arrangement for sharing profit, union of interest, cooperation, joint
venture , reciprocal concessions or otherwise for the purpose of
development of tourism, tourism related infrastructure, facilities and
services on terms & conditions mutually agreed upon and conducive
to the attainment of any or all of the objectives of the Company.
*(7) To tie-up/enter into collaboration with reputed educational institutes in

India and overseas , take-over and manage existing educational
institutes, training centres, laboratories and sell, construct, purchase,
acquire, lease, take on lease, run and maintain educational institutes,
training centres and laboratories and alter, convert fully or partially
existing hotels and other places to educational institutes, training
centres and laboratories for the purpose of imparting organised and
certified education and training in the field of Hospitality, Tourism,
Business Management and Information Technology (Hardware and
Software both) to the level of craft course, entry level, under-graduate,
graduate, post graduate, M.Phil and doctorate programmes.
*(8) (i) 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 a1:1y other business connected with/dealing in/incidental &
ancillary to foreign exchange.
(ii) Cargo business
(iii) Open overseas offices to tap their market
(iv) Operate souvenir shops
(v) Operate tourist trains/cruises, etc. ; and
(vi) To represent on tourism organisations of other countries.
*(9) To provide innovative, dependable and value for money solutions to the
needs of tourism development and engineering industry, including
providing consultancy and project implementation as under :-
+ Preparation of Techno-Economic Feasibility Reports
.+ Project identification and execution on deposit work basis
•Inserted in the AGM on 31st December, 2002

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....
Consultancy & Engiheering Technical Services
+ Management Consultancy & Advisory Services
+ Tourism Master Plans
+ Consultancy & execution on turnkey basis of Tourism &

Engineering Projects
,\
+ Offering expertise of IT related projects like production of CD

Roms, Developing Websites, etc. and
+ To maintain world-class photo bank with transparencies of top

quality.
For the attainment of the main objectives set out above, the Company shall have
the following incidental and ancillary objects :-
(i) To carry on the business of hotel, restaurant, cafe, tavern, motel, refreshment-
room and boarding and lodging, housekeepers, licensed victuallers, wine, beer
and spirit merchants, bre wers, maltsters, distillers, importers and
manufacturers of aerated, mineral and artificial waters and other drinks,
purveyors, caterers for public amusements generally, dealers in textile goods,
perfumery, silken and woollen garments, dealers in novelty and other goods,
and as general merchants, garage proprietors, livery-stable keepers, job-
masters, farmers, dairymen, ice-merchants, importers and brokers of food,
live and dead stock and foreign produce of all descriptions, hairdressers,
perfumers, chemists, proprietors of clubs, baths, dressing-rooms, laundries,
reading, writing and newspaper rooms, libraries, grounds, and places of
amusement, recreation, sports, entertainment and instruction of all kinds,
tobacco and cigar merchants, travel agents for railway, shipping and airways
and road transport corporations, companies or bodies and carri ers, theatrical
and opera box-office proprietors, entrepreneurs and general agents and as
proprietors conducting sate deposit vaults, and to carry on business of running
night clubs, swimming pools, bakery and confectionery and any other
business •.which can be conveniently carried on in connection therewith.
(ii) To provide lodging and boarding and other facilities to the public, including
tourists, visitors and other delegates coming to India from foreign countries
and to members of delegations and missions from foreign countries.
(iii) To develop and turn to account any land required by the Company or in which
it is interested and in particular by laying out and preparing the same tor
building purposes, constructing, altering, pulling down, decorating, maintaining,
fitting up, and improving buildings and conveniences, and by planting, paving,
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draining, farming, cultivating, letting and building lease or building agreement,

and by advancing money to and entering into contracts and arrangements
of all kinds with building tenants and others.
(iv) To appropriate in part or parts of the property of the Company for the purpose
of and to build and let shops, offices and other places of business.
(v) To organise all-inclusive tours by road, rail, sea, air or otherwise and to enter
int() all agreements connected with the organisation of such tours.
(vi) To construct, purchase, lease, own, establish, run , alter and manage printing
presses, litho presses, art studios, photo studios, workshops, foundries and
factories for the purpose of maintaining, repairing, altering, servicing all sorts
of machinery whatsoever run by power, electricity, steam, oil , gas, vapour,
mechanical power or atomic energy and other component parts and all
apparatus, accessories, fittings, machinery or things necessary or convenient
for carrying on any of the above specified businesses or usually dealt with
by persons engaged in like trades or businesses.
(vii) To import, manufacture, repair, ply and hire buses, motor trucks, motor cars,
taxi-cars, station wagons, launches and other kinds of vehicles.
· (viii) To purchase, take on hire or otherwise acquire halls, theatres, concert halls
or other buildings of a like character and renting rights in the same and to
sell, give on hire or otherwise dispose of the rights so acquired.
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(ix) To enter into agreements with companies, associations, societies,
organisations or persons, foreign or Indian, for securing any of the objects of
the Company or for any purpose conducive to any objects.
(x) To import, purchase, sell and barter all goods and merchandise and open,
run or manage shops.
(xi) To enter into any partnership, arrangement for sharing profits, union of
interests, cooperation, joint ventures, reciprocal concessions or otherwise,
with any person or company carrying on or engaged in, or about to carry on
or engage in, any business or transaction, 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 this Company. And to take or
otherwise acquire shares and securities of any such company, and to sell,
hold, re-issue, with or without guarantee, or otherwise deal with the same.
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(xii) 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 authorised to carry on.
(xiii) 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.
(xiv) To establish agencies in India and elsewhere and to regulate their working
discontinuance thereof.
(xv) To undertake the management of any company or companies having objects

altogether or in part similar to those of the Company.
(xvi) 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
authorised 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.
(xvii) 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.
(xviii) To amalgamate with any of the companies having objects altogether or in

part similar to those of the Company.
(xix) 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
of being conducted so as directly or indirectly to benefit this Company.
(xx) 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 and
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in particular to issue" debentures or debenture stock as the price of any assets

taken over by the authority from the Union or State Government, local
authority or otherwise.
(xxi) 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.
(xxii) 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.
(xxiii) To sell, improve, manage, develop, exchange, lease, mortgage or otherwise

deal with all or any part of the properties and rights of the Company.
(xxiv) To sell the undertaking of the Company or any part thereof for such
. consideration the Company may think fit and in particular for shares ,
debentures, debenture stocks, policies or securities of any other company
having objects altogether or in part similar to those of this Company and to
promote any company or companies for the purpose of acquiring the
undertaking of this Company or any part thereof or all or any of the property,
rights and liabilities of this Company.
(xxv) To establish and support or aid in the estab lishment and support of
associations, institutions, funds, trusts and conveniences calculated to benefit
empl oyees 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.
(xxvi) 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.
(xxvii)To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, bills of lading, warrants, debentures and other
negotiable or transferable instruments.
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(xxviii) To undertake and execute any trusts, the undertaking whereof may seem
desirable, either gratuitously or otherwise.
(xxix) To procure the Company to be registered or recognised in any foreign country

or place.
(xxx) 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.
. .
(xxxi) 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.
(xxxii) To carry on any other business which under existing circumstances may seem
capable of being conveniently or advantageously carried on in connection
with the business of the Company or calculated directly or indirectly to
enhance the value of or render profitable any properties or rights of the
Company.
(xxiii) To do all or any of the above things as are incidental or conducive to the
attainment of any or all of the objects mentioned above in any part of India
or in any part of the world either as principals, agents, trustees, contractors
or otherwise and by or through or in conjunction with trustees, agents, sub-
contractors or otherwise.
IV. The liability of the members is limited.
V. *The share capital of the Company is Rs 150,00,00,000 divided into

150,00,000 Equity Shares of Rs. 10/- each, with rights, privileges and conditions attaching
thereto as are provided by the Articles of Association of the Company for the time being
with power to increase and reduce 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 in accordance with the Articles of Association of the Company for the
time being and to vary, modify or abrogate in such manner as may be permitted by the
Companies Act, 1956 or provided by the Articles of Association of the Company for the
time being. 1
*Substituted in the EGM on 24th August, 1995

1 The authorised capital was increased to Rs. 30 crores w.e.f. · 27th December, 1973 and to Rs. 60 crores
.. . w:e:f3oth september 1981, Rs ?s-~rore w.ei 27th october, 1989 and Rs 1so crore w.e.f. 4th June
./ 2007.
7A
We, the several persons whose names and addresses are subscribed, are desirous
of being formed into a Company in pursuance of this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the Company set
opposite our respective names :-
Names of the Addresses and descriptions No. of shares Witness

subscribers of the subscribers taken by each to
subscriber signatures
The President of India Shri Nagendra Singh, Three

Secretary to the Government
of India in the Ministry of
Transport, New Delhi, for
and on behalf of the
President of India
S. N. Chib Director General and Ex- One

S/o Shri S.L. Chib Officio Joint Secretary to
the Government of India,
Ministry of Transport
(Department of Tourism),
New Delhi
M.L. Gaind Deputy Director General One

S/o Dr. M.C. Gaind Department of Tourism
Government of India
New Delhi
Five
r.
f
Dated this Thirtieth day of March, 1965.
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~ ..•
ARTICLES OF ASSOCIATION
OF

J
•
INTERPRETATION
1. In these Articles unless the context otherwise requires :

The Company or
''The Company" or ''This Company"- means INDIA TOURISM DEVELOP-
This Company
MENT CORPORATION LIMITED.
The Act ''The Acf' - means the Companies Act (1 of 1956) or Acts for the time
being.in force.
Directors "The Directors"- means the Directors for the time being of the Company. or
the Directors assembled at a Board.
Month
"The Month"- means a calendar month.
Office "The Office"- means the Registered Office for the time being of the
Company.
Se.al "The Seal" - means the Common Seal of the Company.

President "The President" - means the President of India.
Central
"Central Governmenr - shall have the same meaning as in Clause 8 of
Government
Section 3 of the General Clauses Act of 1897.
Chairman
"The Chairman"- means the Chairman of the Board of Directors for the time
.. being of the Company .
Auditors "Auditors" - means and includes those persons appointed or reappointed

as such for the time being by the Central Government on the advice of the
Comptroller and Auditor General of India.
Board
"Board"- means a meeting of the Directors duly called and constituted, or,
as the case may be, the Directors assembled at a Board .
Capital "Capital"- mea ns the capital for the time being raised, or authorised to be
raised, for the purposes of .the Company.
Gender "Gender"- words importing the masculine gender also include the feminine
gender.
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In writing or written "In writing" or "written "--includes printing, lithography, and other modes of
representing or reproducing words in a visible form.
Members "Members"--means the duly registered holders from time to time of the shares
of the Company.
Meeting "Meeting" or "General Meeting"-means a meeting of Members.
Annual "Annual General Meeting"-means a General Meeting of the Members held

General Meeting in accordance with Section 166 of the Act.
Extraordinary "Extraordinary General Meeting"-means an Extraordinary General Meeting

General Meeting of the Members duly called and constituted and any adjourned holding thereof.
Paid up "Paid up"-includes credited as paid-up.

Register of Members "Register of members"-means the Register of Members to be kept pursu-
ant to the Act.
The Registrar "The Registrar"-means the Registrar of Companies.
Company's "Company's Regulations"-means the Regulations for the time being for the
Regulations
management of the Company.
Secretary "Secretary"- includ es a temporary or assistant secretary or any other

person(s) appointed by the Board to perform any of the duties of Secretary.
Share "Share"-means share in the Share Capital of the Company and includes
stock unless otherwise specified.
Singular number Singular number words include, where the context admits or requires, the
plural number and vice versa.
Special Resolution "Special Resolution"-shall have the meaning assigned thereto by the Act.
Financial Year "Financial Year"-means from the 1st April to 31st March, both days inclu-
sive.
Words importing persons shall include corporations. Subject as aforesaid any words or
expressions defined in the Act shall, except where time, subject or context forbids,
bear the same meaning in these Articles.
Table 'A' to *2. The regulations contained in Table 'A' of first Schedule of the Act, insofar
apply
as the Articles do not exclude or modify the regulations contained in the Table afore-
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.
Company to be a *3. The Company is a Public Limited Company.

Public Ltd.
Company
Share Capital *4. 2-The Authorised Capital of the C~mpany is Rs 150,00,00,000 (Rupees one
Hundred Fifty Crores only) divided into 150,00,000 Equity Shares of Rs. 10/- each.
~The Authoris~d Capital w;s incr~as~d to Rs 30.00 crore w.e~f: '27th December 1973 t~ Rs 6o.oo crore w.e.f.
30th September 1981 toRs 75.00 crore w.e.f. 27th October 1989 and Rs 150.00 crore w.e.f. 4.6.2007.
- * Amended in the EGM on 24th August, 1995.

10
Register of 5. The Company shall cause to be kept a Register of Members and an Index
Members *Index
of Members of Members in accordance with the Act.
to be kept.
Allotment of *6. Subject to the provisions of these Articles and of the Act, the Shares
Shares by
Board 0ncluding 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.
Holding of 7. Except as required by law, no person shall be recognised by the Company

Shares upon
Trust 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 fra ctional 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.
Absolute 8. Save as herein otherwise provided the Company shall be entitled to treat
ownership
of Shares 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
benami 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.
Share *9 (0 Every Member or allottee of shares shall be entitled without payment to

Certificates
receive one or more certificate in marketable lot specifying the name of the person in
whose favour 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 fra ctional 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.
• Amended in the EGM on 24th August, 1995
11
(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.
Renewal of *1 0. (Q No certificate of any share or shares shall be issued either in exchange

Share
Certificate for those which are subdivided or consolidated or in replacem ent of those
which are defaced, torn or old, decrepit, worn out, or where the cages on
the reverse for recording transfer have been duly utilised unless the certifi-
cate in lieu of which it is issued is surrendered to the Company.
(ii) When a new share certificate has been issued in pursuance of clause 0)
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."
(iii) 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.
(N) When a new share certificate has been issued in pursuance of clause 0iQ
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 certifi-
cate No". The word "Duplicate" shall be stamped or punched in bold let-
ters across the face of the share certificate.
M Where a new share certificate has been issued in pursuance of clause (Q

or clause (iii) of this Article, particulars of every such share certificate
shall be entered in a Register of Renewal and Duplicate Certificates indi-
cating 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 Reg-
ister of Members by suitable cross reference in the "Remarks" Column.
(VI) 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, fascimiles and hues relating to the print-
ing 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.
* Amended in the EGM dated 24th August, 1995

12
(viQ The Managing Director/Chairman & MD of the Company for the time being
or, if the Company has no Managing Director, every Director of the Com-
pany shall be responsible for the maintenance, preservation and safe cus-
tody of all books and documents relating to the issue of share certificates
except the blank forms of share certificates referred to in Sub-Article (vQ.
(viii) All books referred to in Sub-Article (vii) shall be preserved in good order
permanently.
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' ' Share in ••11. Any two or more joint allottees of a share shall, for the purpose of this
Joint name
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.
Shares would be 12. The shares in the capital shall be numbered consecutively according to
consecutively num-
bered
their several denominations, and except in the manner herein before mentioned no
share shall be subdivided.
Acceptance of Shares 13. Any application signed by or on behalf of an applicant for shares in the
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.
Deposit and •13 (a) The money (if any) which the Board shall, on the allotment of any shares
call etc. to be
a debt payable being made by them, require or direct to be paid by way of deposit, call or otherwise,
Immediately 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.
Liability of *13 (b) Every Member, or his heirs, executors, or administrators shall pay to the
Member
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.
Joint holding of 14. If any share stands in the names of two or more persons, the person first
Shares and rights named in the Register of Members shall as regards receipt of dividends or bonus, or
there of
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 instalments and ·calls due.
• Inserted in the EGM on 24th August, 1995

•• Amended in the EGM on 24th August 1995.
13
Payment of 15. Where any shares are issued for the purposes of raising money to defray the
interest out
of Capital 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.
I •·~
Underwriting *15 (a) Subject to the provisions of Section 76 of the Act, the Company may at
Brokerage
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.
' Directors may *15 (b) The Board _may, from time to time, subject to the terms on which any
make calls
shares may have ·been issued and subject to the conditions of allotment, by a resolu-
tion 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.
Call on Shares of *15 (c) Whenever any ·calls for further share capital are made on shares such calls
same class to be
made on uniform shall be made on a uniform basis on all shares falling under the same class. For the
basis
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.
Notice of call *15 (dj Fifteen days' notice in writing of any call or such further period as may be
determined shall be given by the Company specifying the time and place of payment,
and the person or persons to whom such calls shall be paid.
Calls to date
from the resolution *15 (e) A call shall be deemed to have been made at the time when the resolution·
authorising 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.
Revocation/ *15 (f) A call may be revoked or postponed at the discretion of the Board.
Postponement
of Calls

14
Extension of time *15 (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 favour.
Unpaid calls to *15 (h) If any Member fails to pay any call due from him on the day appointed for
carry interest
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.
Sums due to be *15 (i) Any sum, which by the terms of issue of a share become payable on
Calls
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.
Proof on trial of suit *15 G) On the trial or hearing of any action or suit brought by the Company against
for money due on
Shares 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
(i) that the name of the Member in respect of whose shares the
money is sought to be recovered appears entered in the Regis-
ter of Members as the holder, at or subsequently to the date of ·
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 th~ Direc-
tors 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.
Partial payment *15 (k) Neither the receipt by the Company of a portion of any money which shall
not to preclude
· forfeiture 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

15
respect of the payment of any such money, shall preclude the Company from thereafter
proceeding to enforce a forfe~ure of such shares as hereinafter provided.
Payment in *15 0) (i) The Board may, if _it thinks fit, agree to and receive from any
anticipation of Calls
Member willing to advance the same, all or any part of the
may carry Interest
amounts of his respective shares beyond the sums, actually
called up and upon the moneys 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 ad-
vanced 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.
(ii) 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 presentry pay-
able.
Company's lien on
*15 (m) (i) The Company shall have a first and paramount lien upon all the
Shares 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 certifi-
cate in respect of such share and may authorise 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 peri-
od 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, liabili-
ties or engagement for fourteen days after such notice.
*Inserted in the EGM on 24th August, 1995

16
(iii) 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, sha ll (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.
·,'
Forfeiture of Shares *15 (n) If any Member fails to pay any call or instalment 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 . . . .
to be given to Mem- the Board may a! any t1me thereafter, dunng such time as the call or Instalment remams
bers 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.
Form of Notice *15 (o) 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 instalment and
such interest thereon at such rate as the Directors shall determine from the day on
which such call or instalment 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 instalment is payable, will be liable to be forfeited.
In default of If the requirements of any such notice as aforesaid shall not be complied
payment shares
with every or any share in respect of which such notice is given may at any time
to be Forfeited
thereafter before payment of all calls or instalments, 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 moneys as payable in respect of the
forfeited share not actually pai,d before the forfeiture.
Notice .of *15 (q) When any share shall have been so forfeited notice of the forfeiture shall
forfeiture to a be given to the Members in whose name it stood immediately prior to the forteiture
Member
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 o~is-
• sion or neglect to give such notice or to make any such entry as aforesaid. ;
Forfeited *15 (r) Any share so forfeited shall be deemed to be the property of the Company
shares to be and may be so ld, reallotted, or otherwise disposed of, either to the original holder thereof
property of the
or to any person, upon such terms and in such manner as the Board shall think fit.
Company and
may be sold etc.
Member shall *15 (s) · Any member whose shares have been forfeited shall notwithstanding the
liable to pay forfeiture, be liable to pay and shall forthwith pay to the Company, on demand all
money owing
at time of calls, instalments, interest and expenses ·owing upon or in respect of such shares at
forfeiture the time of the forfeiture, together with interest thereon from the time of the forfeiture
- and interests
until payment at such rate as the Board may determine and the Board may enforce
the payment thereof, if it thinks fit.
17
Effect of *15 (t) The forfeiture of a share shall involve extinction, at the time of th e forfeiture,
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.
Evidence of *15 (u) A declaration in writing that the declarant is a Director or Secretary of the
forfeiture
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
fa cts therein stated as againstall persons claiming to be entitled to the shares.
Validity of sale *15 (v) Upon any sale after forfeiture or for enforcing a lien in purported exercise of
under Article
15(ni) & 15 (r) the powers hereinbefore 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.
Cancellation *15 (w) Upon any sale, re-allotment or other disposal under the provision of the
of Share
Certificate 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 cancelled and become null and void
and of no effect, and the Directors shall be entitled to issue a duplicate share certin-
cate in respect of the said shares to the person or persons entitled thereto.
Power to
annul
*15 (x) · The Board may at any time before any share so forfeited shall have been
forfeltu re sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such condi-
tions as it thinks fit.
TRANSFER AND TRANSMISSION OF SHARES

Register of 1.6 · The Company shall keep a book to be called the "Register of Transfers" and
tran s 'f ers
therein shall fairly and distinctly enter the particulars of every transfer or transmission of
any share.
Form of @17 The instrument of transfer shall be in writing and all the provisions of Section
Transfers
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.
Signing of 18 Every such instrument of transfer shall be signed by both the transferor and
Instrument
of Tra s fer 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.
**19 Deleted.
**20 Deleted.
• inserted in the EGM on 24th August, 1995

•• Deleted in EGM dated 24th August, 1995
@Amended in the EGM on 24th August. 1995
18
Directors *21. Subject to the provisions of Section 111 of the Companies Act, 1956 and
may refu se
to register Section 22A of the Securities Contract (Regulation) Act, the Board may at its discretion
transfer
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 refusa l to register
such transfer giving reasons for such refusal provided that th e 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.
Instrument 22. The instrument of transfer shall after registration be retained by the Compa-
of transfer
to be retained ny and shall remain in its custody. All the instrum ents of transfer which the Directors
by the may decline to register shall on d emand be returned to the persons depositing the
Company
same. Th e Directors may cause to be destroyed all transfer deeds lying with the
Company after such period as they may determine .
Fee on Transfer **23 . (a) The Company shall not charge any fee for transfer, transmission of shares/
debentures or for registering any letters of probate , letter of administration and similar
other documents.
Grounds for 23. (b) The Board may also decline to recognise any instrument of transfe r unless:
refusal of
transfer
(i) the instrument of transfer is accompanied by the certificate of the shares
to which it relates, and such other evidence as the Board may reason-
ably require to show the right of the transferor to make the transfer;
and
(ii) the instrument of transfer is in respect of only one cla ss of shares.

Refusal of
transmission 24. The Board shall have th e same right to refuse to register a person entitled by
of Shares transmission to any shares or his nominee, as if he were the transferee named in an
ordinary transfer presented for registration.
Death of one
or more joint
**24(a) . In case of the death -of any o ne or more of the persons named in the
holders of Register of Members as the joint holders of any shares, the survivor or survivors shall
Shares -
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 j oint holder from any liability on shares held by him j ointly with any other
person.
Title to ' .
Shares of **24(b) The executors or administrators or holders of a Succession Certificate or

deceased the legal representatives of a deceased Member (Not being one or two or more joint
Member
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

· · Inserted in the EGM on 24th August, 1995
19
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 Prob~te or 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 B o;:~ rd may qispense with production of Probate or letters of Administration or
Succession Certificate, upon such terr~s 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.
No Transfer *24 (c) . No share shall in any circumstances be transferred to any minor, insol-
to minor,
Insolvent etc. vent or person of unsound mind ..
Registration *24 (d) Subject to the pro~isions of the Act and Articles 24(a) and 24(b) any person
of persons ·
entitled to becoming entitleq to share in consequence of the death, lunacy, bankruptcy, insolven-
share oth erwise cy of any Member or by any lawful means other than by a transfer in accordance with
than transfer
these Articles 'may, with the consent of the Board (which .it shall not be under any
. 'obligation to give) ; upo'n p'roducing such evide nce that he s'ustains the character in
respect of which title as the Board thin k 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 favour 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".
Persons entitled *24 (e) A p~rson entitled to a share py transmission shall subject to the right of
may receive
dividend .without
the Directors to retain such dividends or money as hereinafter provided, be entitled to
being registered receive; and may 'give a discha rg e for, any dividends or other money payable :in re-
as .Member ·
spect of the share.
Company not
*24 (f) The Company shall incur no liability or responsibility whatsoever in conse-
liable for
disregard of a quence of its registering or giving effect to any transfer of shares made or purporting
notice prohibiting to be made by any apparent legal owner thereof (as shown or. appearing in the Regis-
registration of a
transfer ter of Members) to the prejudice of persons having or claiming any eq uitable right,
title or interest to or in the said shares, notwithstanqing that the Company may have
had notice of such equitable right, titl e 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 unde_r any liability whatsoever for refusing or neg lecting so to do,
though it may have bee n 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.
* Inserted in the EGM on 24th Aug ust, 1995

20
Closing of 25 The Board shall have power to close the transfer books, the Register of
transfer books etc.
Member, etc. , after due notice and subject to the provisions of the Act.
INCREASE, REDUCTION AND ALTERATION OF CAPITAL

Increase of 26 Subject to the approval of the President, the Directors may, with the sanc-
share capital
tion of the Company by ordinary resolution, increase the share capital by the creation
of new shares of such amount as the resolution shall prescribe.
New capital *26 (a) Except so far as otherwise provided by the conditions of issue or by these
same as
existing capital 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 instalments, forfeiture, lien, surrender,
transfer and transmission , voting proxy and otherwise.
New Issue of 27. Subject to such directions as may be issued by the President in this
shares
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 cre-
ation thereof shall direct and if no direction be given as the Directors shall determine.
Offer of new *27 (a) If the Company proposes to issue new shares at any time after the expiry
shares to
of two years from the date of the formation of the Company or at any time after th e
Members
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 anc;l su.ch
offer shall be made by notice specifying the nLmiber of shares to which the member is
entitled and limiting a time within which the offer, if not accepted, will be dee med 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.
Reduction of 28. Subject to the provisions of Sections 100-104 of the Act and to such direc-
Share Capital
tion as may be issued by the President in this behalf, the Company may, from time to
time, by Special Reso lutio~ reduce its share capital Qncludig the Capital Redemption
Reserve Account if any) in any way authorised 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.
Sub-Division 29. Subject to the approval of the President, the Company may, by ordinary
or consolidation
resolution, from time to time, sub-divide or consolidate its shares or any of them and
of shares
exercise any of the other powers conferred by Section 94 of the Act.
**29A 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 as specified in the Act."
*Inserted in the EGM on 24tll August 1995

**Inserted in the AGM on 26tll September 2012
21
BORROWING POWERS
Power to borrow
*30. 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 otheJWise and generally raise or borrow or se-
cure 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 al-
ready borrowed (apart from temporary loans bbtained from the bank/Institution in the
ordinary course of business) exceed the aggregate of the paid up capital of the Com-
pany and its free reserves (not being 'reserves set apart for any specific purpose) the
Board shall not borrow such m~neys without the consent of the Company in General
Meeting.
Payment or *31. The Board of Directors may subject to the approval of the President raise
repayment of
:moneys and secure the payment of such sum or sums in ·such manner and upon such terms
borrowed and conditions in all respects as they think frt and in particular by the issue of bonds,
perpetual or redeemable debentures or debenture stock or any mortgage br 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 .
' .
Terms of Issue of 32. Any bonds, debentures, debenture stocks or other securities issued or to
Debentures etc.
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.
Security assignable 33. Debentures, debenture stocks, bonds or other securities may be made
free from equity
assignable free from any equity ,between the Company and the person to whom the
same may be iss~e9.
Iss ue of *34. Subject to approval of the President of India and Section 76,79 and 117 of
debenture etc. on
discount or with the Act, any debentures, debenture-stock or other securities may be issued at a dis-
special count, premium or otherwise and may be issued on condition that they shall be con-
privileges
vertible into shares and with any privileges and conditions as to redemption, surrender,
drawing, allotment of shares and attending (but not voting) at General Meetings, ap-
pointment of Directors and otheJWise. Debentures with the right to conversion into or
allotment of shares shall be issued only with the consent of the Company in General
Meeting accorded by ~ Special Resolution.
!
Regi ste r of
**34 (a) . The Board shall cause a proper Register to be kept in accordance with the
Mortgages
etc. to be kept provisions of S~ctions 133 and 143 of the Act of all mortgages, debentures and charg-
es 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.
*Amended in the EGM on 24th August, 1995

** Inserted in the EGM on 24th August, 1995
22
Register and Index **34 (b) The Company shall, if at any time it issues debentures, keep a Register and
of Debenture
holders 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 resid ent in that State.
MEETING
Annual General *35. The Company shall in each year, hold a General Meeting as its Annual
Meeting
General Meeting in addition to any other meetings in that year. All General Meetings
.J
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 con-
tained in the foregoing provisions shall be taken as affecting the right conferred upon
the Central Govt. under the provisi9ns of Section 166 (i) of the Act to extend the time
within which any Annual G.eneral 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 anyone 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 State-
ment of Accounts. Auditor's Report (if not already incorporated in the Audited State-
ment of Account) , the Proxy Register with Proxies and the Register of Director' share-
holding while latter Register shall remain open and accessible during the continuance
of the Meeting. The Board shall cause to be prepared the Annual List of Members,
Summary of the Share Capital, Balance Sheet and Profit and Loss Account and for-
ward the sam e to the Registrar in accordance with -Section 159, 161 and 220 of the
Act.
@36. Deleted.
Extraordinary
General Meeting
*37. The Board may, whenever it thinks fit, call an Extra ordinary General Meet-
ing 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
Requisition of been made.
Member to state
object of meeting
**37 (a) Any valid requisition so made by Members must state the object or ob-
jects 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.
@deleted in the EGM on 24th August, 1995

•• Inserted in the EGM on 24th August, 1995
23
On receipt of
requisition **37 (b) Upon the receipt of any such requisition, the Board shall forthwith call an
Directors to call Extraordinary General Meeting and if th ey do not proceed within twentyone days from
meeting and In
the date of the requisition being deposited at the office to cause a meeting to be
default
req ulsitionlst ca lled a day not later than fortyfive days from the date of deposit of the requisition, the
must do so 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, which-
ever 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.
Meeting called by **37 (c) Any meeting called under the foregoing Articles by the reguisitionists shall
requisitionists
be called in the same manner, as nearly as possible, as that in which meeting are to
be called by the Board.
Notice "38. · A general meeting of th~ 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 .
Omission to .._give 39. •The accidental omission to give any such notice as aforesaid to any of the
notice not to Members or the non-receipt thereof shall not invalidate any resolution passed at any
invalidate a
re.s olution such meeting.
passed
Quorum for "40. Five members present in person shall be a quorum for a General Meeting.
General Meeting
A corporation being a member shall be deemed to be personally present if represented
according to the Act.
Business of Annual "41. The ordinary business _of an Annual General Meeting shall be to receive
General Meeting
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 dividend$. All other business transacted at such a
meeting and all business transacted at an Extraordinary General Meeting shall be
deemed special.
Nominee of the 42. (i) The President, so long as he is a shareholder of the Company may,
Pre s ident
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.
0i) Any one of the persons appointed under Sub-Article 0) 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 powe~s 0ncluding the right to vote by proxy) as
th e President could exercise as a Member of the Company.
0ii) The President may, from time to time, cancel any appointment made
under Sub-Article (i) of this Article and make fresh appointments.

24-
(IV) The produ ction at the Meeting of an order of the President evidenced
as provided in the Constitution of India shall be accepted by the Com-
pany as sufficient evidence of any such appointm ent for cancellation
as aforesaid.
No Business, 43. No business shall be discussed at any General Meeting except the election
whilst Chair is
vacant except
of a Chairman whilst the Chair is vacant.
election of a
chairman
Chairman of Board 44. The Chairman of the Board of Directors shall be entitled to take the chair at
to be Chairman of
General Meeting
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.
Adjournment of 45. The Chairman ·with the consent of the Meeting at which the quorum is
General Meeting
present and shall if so directed by the Meeting may adjourn any Meeting from time to
ti":le and from place to place.
Business at 46. No business shall be transacted at an adjourned Meeting other than busi-
adjourned meeting
ness which might have been left unfinished at the Meeting from which the adjournment
took place.
Notice of adjourned 47. When a Meeting is adjourned for thirty days or more, notice of the ad-
meeting
journed Meeting shall be given as in the case of an original Meeting.
Notice when not 48. Save as aforesaid, it shall not be necessary to give any notice of an ad-
required
journment or of the business to be transacted at an adjourned Meeting.
Chairman's 49. In . the case of an equality of votes, whether on a show of hands or on a

... casting vote
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.
Demand for Poll 50. 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.
Continuance of 51. The demand for a poll shall not prevent the continuance of a Meeting for
meeting while poll
is in demand the transaction of any business other than the question on which the poll has been
demanded.
Minutes of Board/ 52. Minutes shall be made in books provided for the purpose of all resolutions
Committee or
general meeting and proceedings at General Meeting, Board/Committee Meetings in accordance with
Section 193 of the Act.
25
VOTES OF MEMBERS
Voting by show of 53. Upon a show of hands every Member in person shall have one vote and upon
hands
a poll the voting rights of the Members shall be as laid down in Section 87 of the Act.
Members in arrears **53 (a) No Member shall be entitled to vote either personally or by proxy at any
not to vote
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.
Casting of votes by *"53 (b) On a poll taken at a meeting of the Company, Member entitled to more
a member entitled
to more than one
.than one vote, or his proxy or other person entitled to vote for him, as the case may
vote be need . not, if he votes, use all his votes or cast in the same way all the votes he
uses.
How Members **53 (c) A 'Member of unsound mind or in respect of whom an order has been
non-composement made by any Court having jurisdiction in cases of lunacy, may vote, whether on a
is and minor may
vote' by his commit- show of hands or upon a poll in respect of any shares registered in his name by his
tee or other legal committee or legal guardian and such committee and legal guardian may, on poll vote
guardian
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 pf the Meeting.
Votes of ·Joint **53 (d) If there be joint registered holders of any shares, any one of such persons
members
may vote at any Meeting or may appoint another person (whether a Member or not) as
his pr<?xy in respect of such shares, as if ~e were solely entitled thereto but the proxy
so appointed shall not have any right to speak at the Meeting, and if more than one of
such j oint holders be present at any Meeting, that one of the said persons so present
whose name stands higher on the Register shall alone be entitled to speak and to
vote in respect of such shares, but the other or others of the joint-holders shall be
entitled to be present at the Meeting. Several executors or administrators of a de-
ceased Member in whose name shares stand shall for the purpose of these Articles .
·be deemed joint holders thereof.
Voting In person or
by proxy
*54. Subject to 1he provisions of these Articles votes may be given either per- .,
sonally or by proxy. A body corporate being a Member may vote either by a proxy or
by a representative duly authorised 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.
Votes in respect of **54 (a) Any person entitled to transfer any share under Article - 24(d) may vote at
shares of deceased any General Meeting in respect thereof in the same manner as if he were the regis-
and Insolvent
Member tered holder of such shares, provided that fortyeight hours atleast before the time of
holding the Meeting or adjourned Meeting, ·as the case may be, at which he proposes
to vote he sha ll satisfy the Directors of his right to transfer such shares and give such
*Amended in the EGM on 24th August, 1995

26
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.
Instrument of Proxy 55. 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.
Form of Instrument 56. Every instrument of proxy for a specified Meeting or otherwise shall be
of proxy
either in form in Schedule IX to the Act or as nearly as circumstances will admit, be in
the form or to the effect following :-
I, _ _ _ _ _ _'a member of India Tourism Development Corporation Lim-

ited, do hereby appoint of (or failing him)
_ _ _ _ __ of as my proxy to attend and vote for me and on my
behalf at the Annual/Extraordinary General Meeting of the Company to be held
on the day of 19. and at any adjou rnment thereof.
As witness my hand this _ _ _ _ _ _day of 19_ _ _ _ _ _. Si§ned

by the said.
Deposit of *56 (a) The instrument appointing a proxy and the power of attorney or other au-
Instrument of thority (if any) under which it is signed or a notarially certified copy of that power of
appointment
authority, shall be deposited at the office not later than fortyeight hours before the time
for holding the Meeting at which the person named in the instrument proposes to vote.
and in default the instrument or proxy shall not be treated as valid. No instrument
appointing a proxy shalf be valid after the expiration of twelve months from the date of
its execution.
Proxy to vote *56 (b) A Member present by proxy shalf be entitled to vote only on a poll.
only on poll
When vote by proxy 57. A vote given in accordance with the terms of an instrument of proxy shall
valid although
authority be valid not withstanding the previous death of the principal or revocation of the proxy
't .
revoked or the transfer of the share in respect of which the vote is given provided that no
intimation in writing of the death, revocation or transfer shall have been received at the
office of the Company before the Meeting or the adjourned Meeting at which the proxy
is used.
Validity of vote 58. No objection shall be made to the validity of any vote except at the Meet-
ing or poll at which such vote shall be then tendered and every vote whether given
personally or by proxy not disallowed at such Meeting or poll shall be deemed valid for _
all purposes of such Meeting or poll whatsoever.
Chairman's right is 59. The Chairman of any Meeting or the Chairman present at the taking of the
conclusive
poll shall be the sole judge of the validity of every vote tendered at such Meeting.

27
BOARD OF DIRECTORS
Number of Directors **60. The. President shall from time to time determine in writing the number of
Directors of the Company. 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.
Appointment/ **61. The President of India shall be entitled by a notice in writing addressed to
reti reinent of the Company by an order made and executed in the name of the President of India
Directors
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 per::;ons from office and on a vacancy
being caused in such office from any cause whatsoever whether by resignation, retire-
ment, 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 shalf cbe appointed at the_gener-
al meeting of ttte Company out of that on~third will retire by r.o.tation at every-Annual
General Meeting as per provision of Secfiqn i'S6. A retirt.ng Director shall be "eligible for ·
re-election. . . . · ' .. .._
, . ·
Power to .a ppoint *61 (a) Subject to the provisions of the Act, wh enever, Directors enter into a con-
Ex-Officio Director
· 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 assis-
tance of 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
tim e 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 trav-
... elling expenses to such Dir~ctor or Directors as may be agreed by the Company with
the appointer.
*Inserted in.the EGM on 24th August, 1995

**Amended inthe EGM on 24th August, 1995
@ Inserted in the EGM on 24th February 2012
28
Appointment of *61 (b) The Board may appoint an Alternate Director recommended for such ap-
Alternate Director
pointment by the Director (hereinafter ca lled 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 origin al 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
c
that State, any provisions . in the Act or in these Articles for ·the automatic reappoint-
ment of retiring Director in default of another appointment shall apply to the Original
· Director and not to the Alternate Director.
Director's power to *61 (c) Subject to the provisions of Section 260 of the Act, the Board shall have
appoint additional
Director power at any time and from time to time appoint any other qualified person to be an
Additi onal Director, but so that the ·total number of Director 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.
Power to fill casual *61 (d) Subject to the provisions of Sections 262,264 and 284(c) of the Act, the
vacancies
Board sha ll have power at any time and from time to time to appoint any other quali-
fied 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 if it had not been vacated by him.
*61 (e) (i) Remuneration of the Part-time Chairman/Chairman, all other Directors
Remuneration of
Directors (whether whole time Director or not) shall from time to time be deter-
mined by the President of India. Such reasonable additional remunera-
tion as may be fixed by th e 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 Direc-
tors or any Committee thereof or General Meetings, or in connection
·with the business of the Company, his travelling 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· tim e to time for attending such meetings as above spec-
ified and other remuneration payable to him .

29 '
@ 62. Deleted
63. Deleted.
Vacation of office by 64. The office of a Director shall become vacant if :-

Director
(a) he is found to be of unsound mind by a court of competent jurisdic-
tion; 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 Direc-
tors; 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) h~ 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 offence involving moral turpi- ·

tude 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.
65. Subject to the restriction imposed by these Articles and the Act and the
Disclosu·re of observance and fulfilment thereof, no Director shall be disqualified by his office from
interest by Director 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 Compa!1Y 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 th ereby established, but it is \
\
declared ~hat the nature of his interest must be disclosed by him at the meeting of the
Directors after the acqui~ition of his interest, and that no Director shall, as a Director,
@ Deleted in the E.G.M. on 24th August, 1995

30
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 fi rm or a Director or
Member of any specified company and is to be regard ed as interested in any subse-
quent 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.
Register of contracts 66. The Company shall keep a Register in which shall be entered particulars of
In which Directors
are Interested
all contracts or arrangements in which any Director is concerned or interested
directly or indirectly as required by the provisions of the Act.
Director may be 67. A Director of this Company may be, or become a Director of any company
Director of
Companies promoted by this Company or in which it may be interested as a vendor, member or
promoted by the otherwise and no such Director shall be accountable for any benefits received as
Company
Director or Member of such con1Pany.
Company not to 68. · The Company shall not make any loan or guarantee any loan made to a
make Joan etc, to
Directors
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.
Board meeting 69. The Directors may meet together for the disposal of business once at least
, Quorum
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 DJRECTORS
r- 70. 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 meet-
ing, 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 Com-
pany 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.
71. 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;
31
(2) To pay and charge to the capital account of the Company any inter-
est lawfully payable thereat under the provisions of the Act;
(3) To pay a!l expenses in getting up and in registration of the Compa-

ny, 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 th_e Company is authorised to acquire at such
price and generally on such terms and conditions as they think fit;
*(5) To authorise the undertaking of works of capital nature up to the

ceiling laid down by the Central Government from time-to-time sub-
ject 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 authorise the undertaking of all
works covered under the approved estimates including the variation
not exceeding 1_0% of any particular component without further refer-
ence to the Govt.
(6) At their discretion to pay for any property or right acquired by or

services rendered to th~ Company, either wholly or partially in cash,
or in" share, bond, pebenture, debenture stock or other securities of
"•
the Company, and any such share may be issued either as fully
paid up or with su_ch amount credited as paid up thereon as may be
agreed upon and any such bonds, debenture, debenture stock or
other securities m_ay be either specially charged upon all or any part
of the property of the Company and its unca~led 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 pur-
_chase, 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 or abroad and in branch-
es of foreign banks abroad at places where there are no branches of
* As amended on 27 Feb, 1987

•• As amended on 30 September 1981
32
India n scheduled banks, and to pay mon ey into and to draw money
from any such account from time to time as the Directors may thinkfit.
(9) To secure the fulfilment 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 incorporatea 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 pro-
. ceedings by or against the Company or its officers or otherwise con-
cerning 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 arbitra-

tion and observe and perform awards; .,
(13) To make and give receipts, releases and other discharges for mon-
eys 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, re ceipts, acceptances, endorsements,
cheques, dividend warrants, releases, contracts and documents;
(15) To Invest in the Rese rve Bank of India or the State Bank of India or
in such securities as m ay be approved by the President and deal
, with any of the m oney 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 realise such investm ents;
, (16) To execute in the name and on behalf of the Company in favour of
any Director 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, convenants 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 particu-
lar 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 the working expenses of the Company;
33
(18) To provide for the welfare of employees or ex-employees of the Com-
pany and the wives, widows, and families or the dependents or con-
nections of such employees or ex-employees by building or contri-
buting 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 con-
tributing to provident and other associations, institution5, funds,
profitsharing or other schemes, or trusts or by providing or subscrib-
ing or contributing towards places of instruction and recreation, hos-
pitals and dispensaries, medical and other attendances and any oth-
er 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 o'therwise' to assist or to guarantee money to chari-
table, 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 Presi-
dent, to set aside out of the profit of the Company such sums as
they may think ·proper for depreciation or to Depreciation Fund, Re-
serve 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 equalising 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;
*(21) To appoint and at their discretion remove or suspend such secretar-
ies, officers, clerks, agents and servants as they may from time to
time think fit, and to determine their powers and duties and fix their
salaries or emoluments and require S( .. '- ~"~h instances and
to such amounts as they mat think fit, "''"··-_·_ _ ·- • "f
' --
1
(22) To comply with the requirem ents of any local law which in their opin-
ion it shall in the interest of the Company be necessary or expedient
•I
to comply with;
. .. . . ..
*As ·amended on 5th Nov. 19931 and ?6th.September 2012.
34
(23) From time to time to provide for the management of the affairs of the
Company outside its organisations in such manner as it thinks fit
and in particular to appoint any perso n or persons to be th e attorney
or attorneys of the Company for such purposes and with such pow-
ers , authorities and discretions (not exceeding those vested in or
\
excercisable by the Directors under these presents) and for such
period and subject to such conditions as the Directors may from
0 time to time think fit and any such appointment if the Directors think
fit may be made in favour of the members of any local Boards estab-
lished as aforesaid or in favour of any Company or the Members,
Directors, Nominees or Managers of any Company or firm or other-
wise in favour 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;
(24) 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;
(25) 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;
(26) Every Director present at any meeting of the Board or of R Commit-

tee thereof shall sign his name in a book to be kept for the purpose.
PROCEEDINGS OF BOARD
Meeting of 72 (1) The Board of Directors may meet for the despatch of business, ad-
Directors
journ and otherwise regulate its Meetings, as it thinks fit.
Notice of meeting 72 (2) A Director may, and the Secretary on the requisition of a Director
shall, at any time, summon a Meeting of the Board.
Questions by
Board how
73 (1) Save as othe·rwise expressly provided in the Act, questions arising at
decided ·any Meeting of the Board shall be decided by a majority of votes.
Casting vote of 73 (2) In case of an equality of votes, the Chairman of the Board, if any, shall
Chairman
have a second or casting vote.
Chairman of the
74 If at any Meeting the Chairman is not present within fifte en minutes after the
Meeting
time for holding .the same or no Chairma n has been appointed by the President, the
Directors present may choose one of their members to be Chairman of the Meeting .
35
Matters reserved for 75. The Chairman shall reserve for the decision of the President any proposals or
consideration of
President of India decisions of the Board, or of any Committee thereof, on any matter which in his opinion
is of such importance as to be reserved for the approval of the President. No action shall
be taken by the Company in respect of any such proposal or decision reserved for the
approval of the President as aforesaid until its approval to the same has been obtained.
Without prejudice to the generality of the above provision, the Board shall reserve for the
decision of the President :-
(i) Sale, lease or disposal otherwise of the whole, or substantially the whole,
of the undertaking of the Company ;
• til) formation ot Suosidiary Company when t he Boaro Is not empowered tr> approve independentlY the
formation of the Subsidiary Company in accordance with the Guidance I OirectiO(I issued by the
Department of Public Ent~rprises from time to time ·•
(iii) Division of capital into different classes of shares.
Delegation of 76. Subject to the provisions of Act, the Board may delegate any of their powers
Power to committee
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.
Meeting of the 77. A Committee may elect a Chairman of its meetings, if no such Chairman
committees
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.
Validity of acts of 78. All acts done by any Meeting of the Board or by a Committee of the
committee
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 disqua lified 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
~ad bee11 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.
Questions of 79. (1) A Committee may meet and adjourn as it thinks proper.
committee how
decided (2) Questions arising at any Meeting of a Committee shall be de-
termined 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.
Resolution by 80. Save as otherwise expressly provided in the Act, a resolution in writing signed
circulation
by all the members of the Board or ofa 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 .
•(Amended vide Special Resolution passed at AGM _daied 29.09. 20!4)

36
81. Deleted.
82. Deleted.
83. Deleted.
Safe custody and
affixation of 84. (i) The Board shall provide for the safe custody of the seal, and have
'!· common seal power from time to time to destory or substitute a new seal in lieu
thereof.
00 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 pres-
ence.
Minutes of the *84 (a) (i) The Company shall cause minutes of all proceedings af every meet-
proceedings of the
Board and ing of the Board and Committee thereof to be kept by making with-
Committee in thirty days of the conclusion of every such meeting concerned
entries thereof in books kept for that purpose with their pages con-
secutively numbered.
00 Each page of every such book shall be ·ipitialled or signed and the
last page of the record of proceedings ofceach,.rheeting in such
book shall be dated and signed by the Ch~irman ~f the said meet-
ing or the Chairman of the next succeeding meeting.
(iii) In no case the minutes of proceedings of a meeting shall be at-
tached to any such book as aforesaid by pasting or otherwise.
(tv) The minutes of each meeting shall contain a fair and correct sum-
mary 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 m~eting, t~e na~e of
the Directors, if any dissenting from .o r not concurring in the
resolution.
(viO Nothing contained in sub-clause (1) to (6) shall be deemed to re-
quire 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 per-
son;
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interest of the Company.
The Chairman shall exercise an absolute discretion in regard to the inclusion. or
non-inclusion of any matter in the minutes on the grounds specified in this sub-clause.
*Inserted in the EGM on 24th August, 1995
37
DIVIDENDS AND RESERVES
Declaration of 85. The Company in General Meeting may declare a dividend to be paid to the
Dividends
members according to their rights and interest in the profits, but no dividend shall exceed
the amount recommended by the Board .
Dividends only *85 (a) No dividend shall be declared or paid otherwise by the Company for any
to be paid out
of profits
financial year out of profits for the year ·ar:rived at after providing for depreciation in
accordance with the provisions of Section 205 of Mle. 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 th ese provisions and remain-
ing 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 finan cial year, provide for such depreciation out of the profits of
any other previous financial year or years.
(ii) If th e Company has incurred any loss in any previous financial year or
years the am ount 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 th e 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 accor-
dance with th at Section.
Capital paid *85 (b) Where Capital is paid ·in advance of calls, such capital may carry interest but
up in ad vance
to carry Interest shall not in respect th ereof confer a right to dividend or P-articipate in profits.
but no dividend
Dividend s in *85 (c) All dividends shall be apportioned and paid proportionately to the amounts
proportion to paid or credited as paid on the shares during any portion or portions of the period in
amount paid up
respect of which the dividend·1s paid; but if any share is issued on terms provided that it
shall rank for dividend as from a particular date, such share shall rank for dividend
accordingly.
Retention of *85 (d) The Board may retain dividends payable upon shares in respect of which
dividend s until
any person is entitled to become a Member, or which any person under the Article
completion of
transfer under that entitled to transfer, until such person shall become a Member, in respect of such
Article 24 (e) shares or share duly transfer the same.

38
Dividend etc. to joint *85 (e) Any one of several persons who are registered as the joint holders of any
holders
share may give effectual receipts for all dividends or bonus and payments on account of
dividends or bonus or other moneys payable in respect of such shares.
No member to *85 (f) No Member shall be entitled to receive payment of any interest or dividend in
receive dividend
whilst Indebted to re~pect of his share or shares, whilst any money be due or owing from him to the
the Company & Company in respect of such share or shares or otherwise howsoever, with alone or
Company's right of
reimbursement jointly with any other person or persons, and the Board may deduct from the interest or
thereof
dividend payable to any Member all sums of money so due from him to the Company.
Dividends how *85 (g) Unless otherwise directed any dividend may be paid by cheque or warrant or
remitted
by a payslip or receipt having the force of a cheque or warrant sent through the post to
the registered address of th e Member or person entitled or in case of joint holders to that
one of them first named in the Register in respect of the joint holdings. Every such
cheque or warrant shall be made payable to the order of the person to whom it is sent.
The Company shall not be liable or responsible for any cheque or warrant or payslip or
receipt lost in transmission, or for any dividend lost to the member of person entitled
thereto by the forged endorsement of any cheque or warrant or the forged signature of
any payslip or receipt of the fraudulent recovery of the dividend by any other means.
Unclaimed Dividend *85 (h) (i) · Where a dividend has been declared by the Company but has
not been paid or claimed within fortytwo (42) days from the date
of the declaration, to any shareholder entitled to the payment of
the dividend, the Company shall, within seven (7) days from fhe
date of expiry of the said period of fortytwo (42) days, transfer
the total amount of dividend which remains unpaid or unclaimed
within the said period of fortytwo days to a special account to be
opened by the Company in that behalf in any scheduled bank, to
be ca)led "Unpaid Dividend Account of INDIA TOURISM DEVEL-
. OPMENT CORPORATION LTD". No unclaim ed or unpaid dividend
shall be forfeited by the Company.
(ii) In this Article the expression "dividend which remains unpaid"shall

mean any dividend the warrant in respect thereof has not been
encashed or which has otherwise not been paid or claimed.
(iii) Any money transferred to the unpaid account of the Company

which remains unpaid or unclaimed for a period of three years
from the date of such transfer, shall be transferred by the Com-
pany to the Special Ale as per direction of the Centra! Govern-
ment. A claim to any money so transferred to the general reve-
nu e account may be preferred to the Central Government by the
shareholders to whom the money is due.

39
No interest on unpaid *85 0) No unpaid dividend shall bear interest as against the Company.
dividends
·:..
Interim Dividend 86. The Board may, from time to time , pay to the Members such interim
dividends as in its judgement the position of the Company justifies.
Declared net 87. The declaration of the Board as to the amount of the net profits of the
profit by Board
shall be conclusive
Company shall be conclusive.
@88. Deleted.
·.. . . :@89. Deleted.
ACCOUNTS
Inspection of Books by 90. 0) The Board shall, from time to time, determine whether and to what
members .
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.
(ii) No Member (not being a Director) shall have any right of inspecting
any account or book or document of the Company except as con-
ferred by or authorised by the Board or by the Company in General
Meeting.
Statement of 91. The profit-and-loss acc·o unt shall, subject to the provisions laid down in
Accounts
Section 211 of the Act and Schedule VI referred to therein, show, arranged under the
most convenient ~eads, ,the ·amount of gross income, distinguishing the several sourc-
es 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 ..
againstthe income of the year.
Copies shall be *91 (a) (1) A copy of every such Profit an·d Loss Account and Balance Sheet
sent to each
Member (including the Auditors' Report and every other document required by
law to be annexed or attached to the Balance Sheet), shall at least
twentyone (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 ex-facie are payable to the bearer there-
of), whether such members or trustee is or is not entitled to have

@ Deleted in the EGM on 24th f',ugust, 1995
40
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 avail-
able for inspection at its Office during working hours for a period of
twentyone days before the date of the meeting and a statement con-
taining 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
twentyone days before the date of Meeting.
(2) 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 docu-
ment required by law to be annexed or attached thereto, including the
Profit and Loss Account and the Auditors' Report.
Capitalisation of 92. (1) The Company in General Meeting may, upon the recommendation of
Profits
the Board, resolve:-
(a) that it is desirable to capitalise any part of the amount for the
time being standing to the credit of any of the Company's re-
serve 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
in pursuance of this regulation.
41
93. (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 capitalised 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 certifi-

cates 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 authorise any person to enter, on behalf of all the Mem-

bers 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 propor-
tions of the profits resolved to be capitalised of the amounts
or any part of the amounts remaining unpaid on their exist-
ing shares.
(3) Any agreement made under such authority shall be effective

and binding on all such Members.
AUDIT
'
Appointment &
. . ·: I
'*94. The auditor or auditors to the Company shall be appointed or re-appointed by ..

Remuneration of
Auditors 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.
Power of the Com - - **94 (a) The Comptroller and Auditor General of India shall have power to
ptroller and Auditor
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
Oi) conduct a supplementary or test audit of the accounts of the Compa-

ny by such person or persons as he may authorise in his behalf and
for the purposes of such audit, to require information or additional in-
J ·' formation to be furnished to any person or persons so authorised, on
• Substituted in the EGM on 24th August, 1995

42
such matters by such person and in such form, as the Comptroller &
Auditor General may by general or special order direct.
Audit report to be **94 (b) The Auditor or Auditors appointed as aforesaid shall submit a copy of his or
submitted to the
Comptroller and their audit report to the Comptroller and Auditor General of India who shall have a right to
Aud itor General and comment upon or supplement the audit report in such manner as he may think fit and
his rights relating
there to 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 .
When accounts @95. Every account of the Company when audited and approved by a general
to be deemed
finally settled
meeting shall be conclusive .
Powers of 96. · • Notwithstanding anything contained in any of these Articles the President
President
of India 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 instructiQCis so issued. In particular,
the President will have the powers:-
(i) to give directions to the Corporation as to the exercise and perfor-

mance of its functions in matters involving national security or sub-
stantial 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 authorise the amount of capital to be raised and the terms and
conditions on which it may be raised;
(rv) 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 ele-

...
ment 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 ad-
dressed 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 indi-
cate its impact on the financial position of the Company.
• As amended on 5th June, 1972 and 29 November, 1988

** Inserted in the EGM on 24th August, 1995
@Amended in the EGM on 24th August, 1995
43
Notices 97. Every person who, by operation of law, transfer or other means whatso-
ever, 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.
Signatories of 98. The signature to any notice to be given by the Company may be written or
Notices
printed or lithographed.
Secret 99. No Member shall be entitled to require discovery of or any information re-
information
specting any detail of the ~ompany'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 ttie opinion of the Board it will
be inexpedient in the interest of the Members of the Company to communicate to the
public.
WINDING UP
100. 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.
101. Subject to the provisions of Section 201 of the Act, every Director, Manag-
er, 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 pro-
ceeding in which judgement is given in his favour or in which he is acquitted or any
relief is granted under Section 633 of the Act.
102. 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 happen-
ing 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,
44
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 judgement 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.
Nam es of the Addresses and Descriptions No. of shares Witness

su bscribers of the subscribers taken by each· to sig-
subscriber natures
The President of India Shri Nagendra Singh, Secretary Three

tary to the Government of
India in the Ministry of
Transport, New Delhi, for
and on behalf of the President
of India.
S.N. Chib Director General and Ex- One

S/o Shri S.L. Chib Officio Joint Secretary to
the Government pf India,
(Department of Tourism),
New Delhi.
M.L. Gaind Deputy Director General , One

S/o Dr. M.C. Gaind Department of Tourism,
Government of India,
New Delhi.
Five
Dated this Thirtieth day of March, 1965

45
FRESH CERTIFICATE OF INCORPORATION CONSEQUENT

ON CHANGE OF NAME
In the Office of the REGISTRAR OF COMPANIES, DELHI... ..... .

(Under the Companies Act, 1956 (1 of 1956)
IN THE MATIER OF India Tourism Corporation Limited,

India Tourism Transport Undertaking Limited, and
Hotel Corporation of India Limited
I hereby certify that in pursuance of Order No. S.O. 2852 dated the 1st Octo-
ber, 1966, made by the Central Government in exercise of the powers conferred by
Section 396 of the Companies Act, 1956 (1 of 1956), the undertakings of India Tourism
Transport Undertaking Limited incorporated on 1.12.1964 and India Tourism Hotel Cor-
poration Ltd., originally incorporated on 21 .1.1965 and subsequently changed under the
name of Hotel Corporation of India Limited on 13.5.1966, under the Companies Act,
1956, stood transferred to and vested in the India Tourism Corporation Limited incorpo-
rated on 31 .3.1965 and that immediately on such transfer, the name of the transferee
company Is this day changed, by virtue of the said order, to the INDIA TOURISM
DEVELOPMENT CORPORATION LIMITED and thus this Certificate is issued in con-
sequence of the order aforesaid made by the Central Government.
Given under my hand at NEW DELHI, this FIRST (9th) day of OCTOBER
(ASVINA), ONE THOUSAND NINE HUNDRED SIXTYSIX (1888 SAKA)
Seal/ Sd/-
REGISTRAR OF COMPANIES (S .M. DUGAR)
DELHI REGISTRAR OF COMPANIES
DELHI
P.A. NO. 13128
Dated. 8.3.1967
46
[Published in Part II, Section 3, Sub-Section (ii) of the Gazette of India
Extraordinary dated the 28th March, 1970]
MINISTRY OF INDUSTRIAL DEVELOPMENT,

INTERNAL TRADE AND COMPANY AFFAIRS
(DEPARTMENT OF COMPANY AFFAIRS)
(Company Law Board)
ORDER
New Delhi, the 26th March, 1970
S.O. 1199. Whereas, pursuant to the recommendation of the Administrative

Reforms Commission that the two Government Companies, namely, Ashoka Hotels
Limited and the Janpath Hotels Limited, may be combined with the India Tourism
Development Corporation Limited to form a single sector corporation to derive benefits
of large-scale management, the Company Law Board is satisfied that for the purposes
of securing coordination in policy and efficient and economic working of the companies
set up in the public sector for construction and management of hotels, it is essential
in the public interest that the Ashoka Hotels Limited , the Janpath Hotels Limited and
the India Tourism Development Corporation Limited, being Government companies in-
corporated under the Companies Act, 1956 (1 of 1956), which are engaged in the
business of construction and management of hotels and development of tourism in
India, should be amalgamated into a single Company.
NOW THEREFORE, in exercise of the powers conferred by Sub-Sections (1)

and (2) of Section 396 of the Companies Act, 1956 (1 of 1956), read with the notifica-
tion of the Government of India in the Ministry of Finance, Department of Revenue No.
G.S.R. 178, dated the 1st February, 1964, the Company Law Board, after considering
the suggestions made by the India Tourism Development Corporation Limited, as re-
quired by Sub-Section (4) of the said section, hereby makes the following order,
namely:-
1. Short title. - This Order may be called the India Tourism Development Corporation
Amalgamation Order, 1970.
r
2. Definitions - In this Order, unless the context otherwise requires,
(a) "appointed day" means the 28th day of March, 1970

47
(b) "dissolved company" means the Ashoka Hotels Limited and the Janpath
Hotels Limited.
3. Amalgamation of the Companies - As from the appointed day, the undertaking

of each of the dissolved companies shall stand transferred to and vest in the India
Tourism Development Corporation Limited (hereinafter in this Order referred to as "the
amalgamated Company")
Explanation - The "undertaking of each of the dissolved Companies" shall be

deemed to include all rights, powers, authorities and privileges and all property,
movable or immovable, including cash balances, reserves, revenue balances,
investment and all other rights and interests in or arising out of such-property
as may belong to, or be in the possession of the dissolved Companies immedi-
ately_ before the appointed day and all books, accounts and documents relating
thereto, and also all debts, liabilities (including contingent liabilities) and obliga-
tions of whatever kind then existing of the dissolved Companies.
4. Transfer of certain items of property - For the purposes of this Order, all the
profits or losses, if any, or both, of each of the dissolved Companies as on 27th day of
March, 1970, and the revenue reserves or deficits, if any, or both, of each of the
dissolved Companies, when transferred to the amalgamated Company under the provi-
sions of this Order, shall respectively form part of the profits or losses, if any, or both,
and the revenue reserves or deficits, as the case may be of th e amalgamated Compa-
ny for the said year and the said period.
5. Saving of the contract, etc. - Subject to the other provisions contained in this
Order, all contacts, deeds, bonds, agreements and other instruments of whatever na-
ture to which any of the dissolved Companies is a party subsisting or having effect
immediately before the appointed day other than the agreements between the dis-
solved Companies and the India Tourism Development Corporation Limited shall be of
as full force and effect against or in favour of the amalgamated Company, as the case
may be, and may be enforced as fully and effectually as if instead of the concerned
dissolved Company, the amalgamated Company had been a party thereto.
6. Saving of legal proceedings - If, on the appointed day, any suit, appeal or other
proceeding of whatever nature by or against any of the dissolved Companies be pend-
ing , the same shall not abate, be discontinued or be in any way prejudicially affected
by reason of the transfer to the amalgamated Company _of the undertaking of the
dissolved Company or of anything contained in this Order, but the suit, appeal or other
proceedings may be continued, prosecuted and enforced by or against the amalgamat-
ed Company in the same manner and to the same extent as it would or may be
continued, prosecuted and enforced by or against the concerned dissolved Company, if
this Order had not been made.
7. Terms of transfer as respects shareholders in the dissolved Companies- (i) In

consideration of the transfers aforesaid under Clauses 3 and 4 of this Order, the amal-
g amate~ Company shall pay to every person holding shares in the dissolved Campa-
48
nies immediately before the appointed day compensation in cash at the rates indicat-
ed below:-
Name of the dissolved Category of shares Amount of compen-

company sation to be paid in
cash per share by the
amalgamated Com-
pany
Rs
.,. Ashoka Hotels Limited (a) 7.15% 'A' Class cumulative 1,000
preference shares of
Rs 1,000 each
(b) 7.15% 'B' Class cumulative 1,000
preference shares of
Rs 1,000 each
(c) Equity shares of Rs 100 each 101.25
Janpath Hotels Limited (a) Equity shares of Rs 1 ,000 each 212.71
(ii) The amalgamated Company shall send by post to every person holding shares in
the dissolved Companies, immediately before the appointed day, a notice giving parti-
culars of the moneys payable to him in terms of Sub-clause (i) above, on presentation,
within one month from the date of receipt of such notice, of the Share Certificate/
Certificates relating to the shares held by him.
8. Provision with respect to taxation. - All taxes in respect of the profits and
gains of the business carried on by each of the dissolved Companies before the ap-
pointed day shall be payable by the amalgamated Company to the same extent as
they would have been payable by each of the dissolved Companies, if this Order had
not been made, provided always that the benefits of tax holiday and tax rebates avail-
able to the dissolved Companies shall also be available to the amalgamated Company.
9. Provisions respective existing officers and other employees of the dissolved

Companies _:_ Every officer or other employee employed immediately before the ap-
pointed day in the dissolved Companies shall as from the appointed day become an
officer or other employee, as the case may be of the amalgamated Company ·and shall
hold his office or service therein by the same tenure and upon the same terms and
conditions and with the same rights and privileges as to pension, provident fund or
gratuity as he would have held the same under the dissolved Companies. If this Order
had not been made and shall continue to do so unless and until he is duly removed
from his employment in the amalgamated company or until his terms and conditions of
employment are duly altered by that Company.
10. Board of Directors of the amalgamated Company- Every Director of the dis-
solved Companies and of the India Tourism Development Corporation Limited, holding
office as such, immediately before the appointed day shall, as from the date cease to
49
be Director of the dissolved Companies or the India Tourism Development Corporation
Limited, as the case may be and the Presid ent of India shall appoint, as from the
appointed day, a New Board of Directors of the amalgamated Company in pursuance
of the Articles of Association of the amalgamated Company.
11. Dissolution of the Ashoka Hotels Limited and Janpath Hotels Limited - Subject
to the other provisions of this Order, as from the appointed day:-
(a) the Ashoka Hotels Limited and the Janpath Hotels Limited shall be dis-
solved and no person shall make assert to take any claims, demands or
proceedings against any of the dissolved Companies or against a Director
or an Officer of any of the dissolved ·Companies in his capacity as such
Director or Officer, except in so far as may be necessary for enforcing the
provisions of this Order; and
(b) the right of every shareholder to or in respect of any share in any of the
dissolved Companies shall be extinguished and thereafter no such share-
holder shall make, assert to take any claims or demands or proceedings in
respect of any such share.
12. Registration of the Order by the Registrar of Companies - The Company Law
Board shall, as soon as may be after the issue of this Order send to the Registrar of
Companies, Delhi, a copy of this Order together with a printed copy of the Memoran-
dum and Articles of Association of the India Tourism Development Corporation Limited ,
as altered by this Order, on receipt of which the Registrar of Cqmpanies, Delhi shall:-
(i) register the order on payment of the prescribed fees by the amalgamated
. Company and certify under his hand the registration thereof within one month
from the date of receipt of a ~opy of the Order;
(ii) Place on the file of the amalgamated Company all documents registered ,
recorded or filed with him relating to each of the dissolved Companies and
consolidate th em and shall keep such consolidated documents on his file.
13. Memorandum and Articles of the Association of the Amalgamated Company -

The Memorandum and Articles of Association of the India Tourism Development Co rpo-
ration Limited as they sto'~d immediately before the appointed day shall, as from the
appointed day, be the Memorandum and Articles of Association of the amalgamated
Company, subject to the following modifications, namely :-
1. Memorandum of Association:
1. For paragraph Ill, the following paragraph shall be substituted, namely :-
"Ill. The Company is established for the purpose of developing tourism in the
Country with the following main objects :-
(1) Take over and manage existing hotels and sell, construct, purchase, ac-
quire, lease, take on lease, run and maintain hotels, motels, restaurants,
canteens, cafeterias, travellers lodges, mensions, guest houses, and other
places for the purpose of boarding, lodging and stay of tourists.
50
(2) Establish and manage transport units, travel and transport counters; import,
purchase, lease, sell and run or otherwise operate cards, cars, buses, coach-
es, trucks, launches, ropeways, aircraft, helicopters, and other modes of
transport.
(3) Produce, distribute and sell tourist publicity material ; edit, design, print,
publish, sell or otherwise deal with books, magazines, periodicals, folders,
inserts guide maps, pamphlets, bills, posters, picture post-cards, diaries,
calendars, slides, cinematograph films and other materia l for the purpose of
giving publicity to and developing tourism.
(4) Provide entertainment by way of cultural shows, dances, music concerts,

cabarets, ballets, film shows, sports and games, son-et-lumiere spectables
and others.
(5) Provide shopping facilities to tourists, establish and manage shops, includ-
ing duty-free shops, bazars, emporia and other places for selling travel
requisites and other articles of tourist interest.
For the attainment of the main objectives set out above the Company shall
have the following incidental and ancillary objects:-
(i) To carry on the business of hotel , restaurant, cafe, tavern, motel, refresh-
m ent-room and boarding and lodging, housekeepers, licensed victuallers,
wine, beer and spirit merchants, brewe rs, maltsters, distillers, importers and
manufacturers of aerated, min eral and artificia l waters and other drinks, pur-
veyors, caterers for public amusement generally, dealers in textile goods,
perfumery, silken and woollen garments, dealers in novelty, ivory and other
goods, and as general m erchants , garage proprietors, livery-stable keepers,
job-masters, farmers, dairymen, ice-merchants, importers and brokers of food,
live and dead stock and foreign produce of all descriptions, hair-dressers,
perfurmers, chemists, proprieters of clubs, baths dressing-rooms, laundries,
reading,_w riting and newspaper rooms, libraries, grounds, and places of
amusement, recreation, sport, entertainment and instruction of all kinds,
tobacco and cigar merchants, travel agents for railway, shipping and air-
• ways and road transport corporations, companies or bodies and carfie-rs,
theatrical and opera box office proprietors, entrepreneurs and general, agents
and as proprietors cond ucting safe deposit vaults, and to carry on business
of running night clubs, swimming pools, bakery and confectionery and other
business, whiCh can be conveniently carried on in connection therewith.
(ii) To provide lodging and boarding and other facilities to the public including
tourists, visitors and other delegates coming to India from foreign countries
and to members of delegations and missions from foreign countries.
(iii) To develop and turn to account any land acquired by the Company or in
which it is interested and in particular by laying out and preparing the same
for building purposes, constructing, altering, pullingdown, decorating, main- ·
51
taining, fitting up, and improving buildings and conveniences, and by plant-
ing, paving, draining , farming, cultivating, letting on building lease or building
agreement and by advancing money to and entering into contracts and ar-
rangements of all kind with building tenants and others.
(rv) To appropriate in part or parts of the property of the Company for the pur-
pose of and to build and Jet shops, offices and other places of business.
(v) To organise all-inclusive tours by road, rail, sea, air or otherwise and to
~
enter into all agreements connected with the organization of such tours.
(VI) To construct, purchase, .lease own establish, run, alter and manage printing
presses, litho presses; art studios, photo studios, workshops, foundries and
factories for the purpose of maintaining, repairing, altering, servicing all sorts
of machinery whatsoever run by power, electricity, steam, oil, gas, vapour,
mechanical power or atomic energy and other component parts and all ap-
paratus, accessories, fittings, machinery or things necessary or convenient
for carrying on any of the above specified businesses or usually dealt with
by persons engaged in like trades or businesses.
(vi~ To import, manufacture, repair, ply and hire buses, motor trucks, motor
cars, taxi cars, station wagons, ·launches and other kinds of vehicles.
(viii) To purchase, take on hire or otherwise acquire halls, theatres, concert halls,
other buildings of a like character and renting rights in the same and to
sell, give on hire or otherwise dispose of the rights so acquired.
(ix) To enter into agreements with companies , associations, societies,

organisations or persons, foreign or Indian, for securing any of the objects
of the Company or for any purpose conducive to any objects.
(x) · To import, purchase, sell and barter all goods and merchandise and open ,
run or manage shops.
.. --
(xi) To enter into any partnership, arrangement for sharing profits, union of inter-
ests, cooperation, j oint venture, reciprocal concession or otherwise with any
person or company carrying · on or engaged in, or about to carry on or
engage in, any business or transaction, which, this Company· is authorised
to carry on or engage in, or any business or transaction capable of being
· conducted so as .direc:!ly or indirectly to benefit this Company. And to take
or otherwise .acquire · ~hares arid securities of any such company, and to
sell, hold, re-issue, with or without guarantee, or otherwise deal with the
same.
(xii) 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 busi-
ness which the Company is authorised to carry on.
:·
'
I
52
(xiii) To act as agents and/or to enter into agreements with any Government,
semi-Governm ent, 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 com ply with any
such arrangements, rights, privileges and concessions and to transact and
carry on agency business of every type and of any description.
(xiv) To establish agen~ies in India and elsewhere and to reg ulate their working
and discontinuance thereof.
(xv) To undertake the management of any Company or Companies having ob-

jects altogether or in part similar to those of the Company.
(xv~ 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
authorised to carry on or in such other manner as may from time to time
be determin ed by the Company and to distribute any of the property of the
Company in specie among the members as may be permissible in law.
(xvii) 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 Com-
pany.
(xviii) To amalgamate with any of the Companies having objects altogether or in

part similar to those of the Company.
. (xix) To acquire and hold shares in any other Company having objects wholly or
partly similar to that of the Company, or carrying on any business capable
of being conducted so as directly or indirectly to benefit this Company.
(xx) 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 securi-
ties and in particular to issue debentures or debenture stock as the price of
any assets taken over by the authority from the Union or State Government,
local authority or otherwise,
(xxi) To guarantee the payment of money unsecured or secured by or payable

under or in respect of promissory notes, bonds, debentures, debenture stock,
contracts, mortgages, charges, obligations, instruments and securities of
any company or authority, municipal, local or otherwise or of any persons
53
whomsoever, whether incorporated or not and generally to guarantee or be-
come sureties for the performance of any contracts or obligations.
(xxii) 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.
(xxiii) To sell, improve, manage, dev~lop, exchange, lease, mortgage or otherwise

d~al with all or any part of the prqperties and rights of the Company.
(xxiv) To sell the undertaking of the Company or any part thereof for such consi-
deration as the Company may think fit and· in particular for shares, deben-
tures, debenture stock, policies or securities of any other Company having
objects altogether or in part similar to those of this Company and to pro-
mote any Company or Companies for the purpose of acquiring the undertak-
ing of this Company or any part thereof or all or any of the property, rights
and liabilities of this Company.
(xxv) To establish and support or aid in the establishment and support of associ-
ations, institutions, funds, trusts and conveniences calculated to benefit
employees or ex-employees of the Company or the dependents or connec-
tions · of such persons, to grant them pension and/or other allowances to
make provident fund contributions for their benefit, and to make payments
towards insurance on their lives, and to subscribe or guarantee money for
charitable or benevolent objects or for any exhibition, or for any public, gen-
eral or useful object.
(xxvi) Generally to purchase, take ·on lease or in exchange hire or otherwise ac-
quire any movable and immovable property, and any rights or privileges,
which the Company may think necessary or convenient for the purpose of
its business, and in particular any land, buildings, casements, machinery,
plant and stock-in-trade.
(xxvii) To draw, make, accept, endorse, discount, execute and issue pr?missory
notes, bills of exchange, bills of lading, warrants, debentures and other ne-
gotiable or transferable instruments.
(xxviii) To undertake and execute any trusts, the undertaking whereof may seem
desirable, either gratuitously or otherwise.
(xxix) To procure the Company to be registered or reco.gnised in any foreign coun-
t~ or place.
(xxx) 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 alone or in connec-
tion with others.
(xxxi) To pay all the preliminary expenses of any kind and incidental to the forma-
tion and incorporation of the Company out of the funds of the Company.
54
(xxxii) To carry on any other business which under existing circumstances may
seem capable of being conveniently or advantageously carried on in connec-
tion with the business of the Company or calculated directly or indirectly to
enhance the value of or render profitable any properties or rights of the
Company.
(xxxiii) To do all or any of the above things as are incidental or conductive to the
attainment of any or all of the objects mentioned above in any part of India
or in any part of the world either as principals, agents, trustees, contractors
or otherwise and by or through or in conjunction with trustees, agents, sub-
contractors or otherwise.
2. In paragraph V for the words· and figures "The Share Capital of the Com-
pany is Rupees Five Crores divided into 5,00,000 Equity Shares of Rs 100
each" the words and figures,· namely, "The Share Capital of the Company is
Rupees Ten Crores divided into 1,00,000 Equity Shares of Rs. 1,000 each",
shall be substituted.
II. Articles of Association:
1. For Article 4, the following article shall be substituted, namely :- "4. The
Share Capital of the Company is R~. 10,00,000 (Rupees ten crores only)
divided into 1 ,00,000 Equity Shares of Rs 1,000 each."
2. For Article 61, the following article may be substituted:-

"61 (a) The President may from time to time appoint a Chairman of the
Board of Directors on such terms and conditions and on such remuneration
as he may deem fit.
"(b) The Directors should be appointed by the President in consultation with

the Chairman for a specified period and shall be paid such salary and/or
allowances as the President may from time to time determine. Subject to
the provisions of Section 314 of the Companies Act, such reasonable addi-
tional remuneration, as may be fixed by the President, may be paid to any
one or more of the Directors for extra or special services rendered by him
or them or otherwise."
"(c) Subject to the approval of the President, any Director of the Company
may be removed before the expiry of his period of office by passing an
ordinary resolution in terms of Section 284 of the Companies Act, 1956"
"(d) The President shall in consultation with the Chairman fill any vacancy in the
office of the Directors caused by removal, resignation , death or otherwise ."
3. For Article 62 , the following article shall be substituted, namely

''62 (a) The President may appoint one of the Directors to be the Managing
Director on such terms and at such remuneration as he may think fit and
may, from time to time , remove him from office and appoint another in his
place.
55
"(b) The Board may from time to time by resolution entrust to and confer
upon the Managing Director or a Sub-Committee of Directors or any other
officer or a Committee of officers of the Company such of the powers as
they may think expedient and from time to time revoke, withdraw, alter or
vary all or any of such powers."
4. Article 63 shall be omitted.

·~·
5. In Article 71 ,-~) in Clause (5) for the words, figures and bracket "Rs 25
lakhs (Rupees twentyfive lakhs)", the words, figures and bracket "Rs 50
lakhs (Rupees fifty lakhs)" shall be substituted;
(ii) for Clause (21), the following clause shall be substituted, namely:_
"(21) To appoint and at their discretion remove or suspend such secre-

taries, officers, clerks, agents and servants as they may from time
to time think fit, and to determine their powers and duties and fix
'
their salaries or emoluments and require security in such instanc-
es and to such amounts as they may think fit, provided that the
approval of the President is obtained for appointment in the higher
category of posts (Rs 2,500-3000 and above) of persons who have
already attained the age of 58 years."
6. For Article 81, the following article shall be substituted namely:-
"81. (i) For administrative convenience, units of the Company (hereinafter

referred to as the Constituent Units) may be formed in different localities.
Each Constituent Unit shall be subject to the control and supervision of the
Board. For the conduct and management of the business of a Constituent
Unit, the President shall appoint a Director of the Company or any other
person as the General Manager of such Unit.
·0~ The General Manager so appointed shall be paid such remuneration as ,_.
may be fixed by the President.
7. Article 82 shall be omitted. •

8. Article 83 shall be omitted.
[No. 24 (35)/CLIII/68]
By order of the Company Law Board
Sd/-
(R. Prasad)
Chainnan
56
SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL
MEETING OF THE SHAREHOLDERS OF THE INDIA TOURISM DEVEL-
OPMENT CORPORATION HELD ON MONDAY, THE 5TH JUNE, 1972, AT
4.00 P.M. AT THE REGISTERED OFFICE OF THE CORPORATION,
JEEVAN VIHAR, 3-PARLIAMENT STREET, NEW DELHI-110001
"RESOLVED that Articles 61 b and 96 of the Articles of Association of th, Company

be and are hereby substituted by the following :-
l·
61 (b). The Directors representing Government shall be appointed by the President.
All other members of the Board of Directors shall be appointed by the Pres-
ident in consultation with the Chairman for a specified period and shall be
paid such salary and/or allowances as the President may from time to time
determine. Subject to the provision of Section 314 of the Companies Act,
such reasonable additional remuneration, as may be fixed by the President
may be paid to any one or more of the Directors for extra or special servic-
es rendered by him or them or otherwise.
96. 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 business and
affairs of the Company. The Company shall give effect to the directives or
instructions so issued .
(i) To give directions to the Corporation as to the exercise and perfor-

mance of the functions in matters involving national security or sub-
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 authorise the amount of capital to be raised and the terms and
• conditions on which it may be raised;
(rv) To approve the Corporation's five-year and annual plans of development

and the Corporation's capital budget;
(y) To approve the Corporation's revenue budget in case there is no ele-

the Government; and
(VI) To approve agreements involving foreign collaboration proposed to be

entered into by the Corporation."
57
RESOLUTION PASSED AT THE 8TH ANNUAL GENERAL MEETING OF
THE SHAREHOLDERS OF THE INDIA TOURISM DEVELOPMENT COR-
PORATION HELD ON THURSDAY, THE 27TH DECEMBER, 1973, AT 4.00
P.M. AT ITS REGISTERED OFFICE, JEEVAN VIHAR, ~-PARLIAMENT
STREET, NEW DELHI-11 0001
"RESOLVED that the Authorised Capital of the Company be and is hereby increased
from Rs 10,00,00,000 to Rs 30,00,00,000 by creation of 2,00,000 Equity Shares of
Rs 1,000 each and that the words "Rs Ten Crores divided into 1,00 ,000 shares of
Rs 1 ,000 each" appearing in para V of the Memorandum of Association be and are
hereby substituted by the words "Rupees Thirty Crores divided into 3,00,000 Equity
Shares of Rs 1,000 each".
"RESOLVED that Article 4 of the Articles of Association of the Company be and is

hereby altered to read as follows :-
"The Share Capital of the Company is Rs 30,00,00,000 (Rupees thirty crores

only) divided into 3,00,000 Equity Shares of Rs 1,000 each".
SPECIAL RESOLUTION PASSED AT THE ELEVENTH ANNUAL GENER-

AL MEETING OF THE SHAREHOLDERS OF THE INDIA TOURISM
DEVELOPMENT CORPORATION HELD ON 17TH NOVEMBER, 1976 AT
ITS REGISTERED OFFICE, JEEVAN VIHAR, 3-PARLIAMENT STREET,
NEW DELHI-110001
"RESOLVED that Article 81 of the Articles of Association of the Company be and is

hereby deleted."
•
58
RESOLUTION PASSED AT THE 16TH ANNUAL GENERAL MEETING OF
THE SHAREHOLDERS OF THE INDIA TOURISM DEVELOPMENT
CORPORATION HELD ON WEDNESDAY, THE 30TH SEPTEMBER, 1981
AT 11 A.M. AT ITS REGISTERED OFFICE, JEEVAN VIHAR, 3 PARLIA-
MENT STREET, NEW DELHI-110001
ORDINARY RESOLUTION
"RESOLVED that the Authorised Capital of the Company be and is hereby

increased from Rs 30,00,00,000 to Rs 60,00,00,000 by creation of 3,00,000
Equity Shares of Rs 1,000 each and that the words "Rupees Thirty Crores
divided into 3,00,000 Shares of Rs 1 ,000 each" appearing in para V of the
Memorandum of Association, be and are hereby substituted by the words
"Rupees Sixty Crores divided into 6,00,000 Equity Shares of Rs 1,000 each".
SPECIAL RESOLUTIONS
(1) "RESOLVED that Article 4 of the Articles of Association of the Com-

pany be and is hereby altered to read as follows:
"The Share Capita l of the Company is Rs 60,00,00,000 (Rupees Sixty

Crores only) divided into 6,00,000 Equity Shares of Rs 1,000 each".
(2) "RESOLVED that Article 71 (8) of th e Articles of Association of the

Company be and is hereby substituted by the following : "To open
and operate bank accounts in branches of State Bank of India or other
Indian Scheduled banks in India or abroad and in branches of foreign
banks abroad at places where there are no branches of Indian sched-
uled banks, and to pay money into and to draw money from any such
account from time to time as the Directors may think fit".
59
SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL
MEETING OF THE SHAREHOLDERS OF INDIA TOURISM DEVELOPMENT
CORPORATION LTD. HELD ON 30 JANUARY, 1984 AT 11.30 A.M. AT
ITS REGISTERED OFFICE, JEEVAN VIHAR, 3 SANSAD MARG,
NEW DELHI-110001
"RESOLVED that the Article 71 (5) of the Articles of Association of the Corporation be .,.
' ;
and is hereby substituted by the followjng_:-
To authorise the undertaking of works of a capital nature subject to the

condition that all cases involving a capital expenditure beyond the ceiling of
Rs. 2 crores (Rupees two crores) fixed by the Central Government 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 authorise the undertak-
ing of all works covered under the approved estimates including the variation
not exceeding 10% of any particular Component without further reference to
the Government"
60
SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY .GENERAL
MEETING OF THE SHAREHOLDERS OF INDIA TOURISM DEVELOPMENT
CORPORATION LTD. HELD ON 27 FEBRUARY, 1987 AT 1100 HRS AT
ITS REGISTERED OFFICE, JEEVAN VIHAR, 3 SANSAD MARG,
NEW DELHI-110001
"RESOLVED that the Article 71 (5) of the Articles of Association of the Corporation be
and is hereby substituted by the following : -
To authorise the undertaking of works of a capital nature up to the ceiling

laid down by the Central Government from time-to-time subject to the condi-
tion 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 authorise the undertak-
ing of all works covered under the approved estimates including the variation
not exceeding 10% of any particular component without further reference to
the Government."
61
SPECIAL RESOLUTION PASSED AT THE ADJOURNED ANNUAL GEN-
ERAL MEETING OF ITDC HELD ON 29TH NOVEMBER, 1988 AT 1100
HRS AT ITS REGISTERED OFFICE, JEEVAN VIHAR BUILDING, 3-SANSAD
MARG, NEW DELHI-110001
"RESOLVED that the Article 96 of the Articles of Association of the Corporation be

and is hereby amended to read as follows : -
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 t~e finance, conduct of the business and
affairs of the Company. The Company shall give effect to the directives or
instructions so issued . In particular, the President will have the powers:-
(i) to give directions to the Corporation as to the exercise and perfor-

mance of its functions in matters involving national security or sub-
to such directions;
Oi) to call for s~ch returns, accoul)ts 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 authorise that amount of capital to be raised and the terms and
conditions on which it may be raised;
(rv) to approve the Corporation's frve 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 ele-

the Government; anJ
(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 ad-
dressed to the Chairman. The Board shall, except where the President con-
siders that the interest of the national security requires otherwise incorpo-
rate the contents of directives issued by the President in the annual report
of the Company and also in-jicate its impact on the financial position of the
Company."
62
RESOLUTION PASSED AT THE ADJOURNED 24TH ANNUAL GENERAL
MEETING OF THE SHAREHOLDERS OF THE INDIA TOURISM DEVE-
LOPMENT CORPORATION LIMITED HELD ON FRIDAY, THE 27TH
OCTOBER, 1989 AT 1700 HOURS AT THE REGISTERED OFFICE AT
SCOPE COMPLEX, CORE 8, 7 LODI ROAD, NEW DELHI-11 0003
./, •
ORDINARY BUSINESS
"RESOLVED that the Authorised Capital of the Company be and is hereby

increased from Rupees 60,00,00,000 to Rupees 75,00,00,000 by creation of
1,50,000 Equity Shares of Rs. 1000/- each; and that the words "Rupees
Sixty crores divided into 6,00,000 shares of Rs. 1000/-each" appearing in
Para V of the Memorandum of Association be and are hereby substituted
by the words "Rupees Seventy fwe crores divided into 7,50,000 Equity Shares
of Rs. 1000/- each".
SPECIAL BUSINESS
"RESOLVED that Article 4 of the Articles of Association of the Company

be and is hereby altered to read as follows :-
The Share Capital of the Company is Rs. 75,00,00,000 (Rupees

Seventy five crores only) d ivided into 7,50,000 Equ ity Shares of
Rs. 1000/- each."
63
SPECIAL RESOLUTION PASSED AT THE ADJOURNED 27

ANNUAL GENERAL MEETING OF ITDC HELD ON 6TH JANUARY, 1993
RESOLVED that Article 71 (21) of the Articles of Association of the Company be amended
as under :
To appoint and at their discretion remove or suspend such secretaries, offic- '·
~~ •;
ers, clerks, agents and servants as they may from time to time think fit,
and to determine their powers and duties and fix their salaries or emolu-
ments and require security in such instances and to such amounts as they
may think .frt, provided that the approval of the President is obtained for
appointment in the higher category of posts (Rs. 6900-7300 and above) of
persons who have already attained the age of 50 years".
64
SPECIAL RESOLUTION PASSED AT THE ADJOURNED 28TH ANNUAL
GENERAL MEETING OF THE SHAREHOLDERS OF INDIA TOURISM DE-
VELOPMENT CORPORAITON LTD HELD ON 5 NOVEMBER, 1993 AT 10.00
A.M. AT ITS REGISTERED OFFICE, SCOPE COMPLEX, CORE 8, 7 LODI
ROAD, NEW DELHI-110003
"RESOLVED that Article 71(21) of the Articles of Associaiton of the Company be

amended as under:
"To appoint and at their discretion remove or suspend such secretaries,

officers, clerks, agents and servant as they may from time to time think fit,
and to determine their powers and duties and fix their salaries or emolu-
ments and require security in such instances and to such amounts as they
may think fit, provided that the approval of the President is obtained for
appointment in the higher category of posts of pension who have already
attained the age of 58 years where the pay 0ncluding pension and pension-
ary equivalent of retirement benefits) proposed to be fixed for such persons
exceeds Rs. 5700 per mensum or where the minimum of pay scale pro-
posed to be given to such person is Rs. 5700 or more."
'
65
RESOLUTION PASSED IN THE EXTRAORDINARY

GENERAL MEETING HELD ON 24TH AUGUST 1995
AT 1015 HOURS IN THE OFFICE OF DIRECTOR GENERAL
(TOURISM) AT TRANSPORT BHAWAN, NEW DELHI 110001
ORDINARY RESOLUTION
.,1-• .,
"RESOLVED that clause V of the Memorandum of Association be and is
·' '
hereby amended as follows :
The Share Capital of the Company is Rs 75,00,00,000 dMded into 7,50,00,000

81 I'
\
eq~:~ity Shares of Rs 10 each, with rights, privileges and conditions attaching
thereto as are provided by the Articles of Association of the Company for
the time being with power to increase and reduce the capital of the com-
pany and to divide the shares in the capital for the 'time being into several
classes and to attach thereto respectively such preferential, deferred, quali-
fied or special rights, privileges or conditions as may be determined by or in
accordance with the Articles of Association of the Company for the time
being and to vary, modify or abrogate in such manner as may be permitted
by the Companies Act 1956 or provided by the Articles of Association of
the Company for the time being."
SPECIAL RESOLUTION
"RESOLVED that pursuant to Section 31 and other applicable provisions, if

any, of the Companies Act, 1956 the amendments to the Articles of Asso-
ciation of the Company as set out in the documents submitted to the meet-
ing having been initialed for the purpose of identification by the Chairman
hereof be and is hereby adopted and approved."

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; MEMORANDUM AND

India Tourism Development Corporation Ltd.

AS ALTERED BY INDIA TOURISM DEVELOPMENT CORPORATION AMALGAMATION

1. The name of the Company is "India Tourism Development Corporation

(3) Produce, distribute-ar~d-seiLtourist publicity mat~rial;.. edit, design, print,

(4) Provide entertainment by way of cultural shows, dances, music

(5) Provide shopping facilities to tourists, establish and manage shops,

*(6) To collaborate with Government both at Central and State levels,

·Inserted in the AGM on 31st December, 2002

or Private Entrepreneurs or any authority or agency having objects

*(7) To tie-up/enter into collaboration with reputed educational institutes in

*(8) (i) To carry on the business as full-fledged money changers ,

(ii) Cargo business

(iii) Open overseas offices to tap their market

(iv) Operate souvenir shops

(v) Operate tourist trains/cruises, etc. ; and

(vi) To represent on tourism organisations of other countries.

+ Preparation of Techno-Economic Feasibility Reports

.+ Project identification and execution on deposit work basis

•Inserted in the AGM on 31st December, 2002

+ Management Consultancy & Advisory Services

+ Tourism Master Plans

+ Consultancy & execution on turnkey basis of Tourism &

+ Offering expertise of IT related projects like production of CD

+ To maintain world-class photo bank with transparencies of top

draining, farming, cultivating, letting and building lease or building agreement,

(xv) To undertake the management of any company or companies having objects

(xviii) To amalgamate with any of the companies having objects altogether or in

in particular to issue" debentures or debenture stock as the price of any assets

(xxi) To guarantee the payment of money unsecured or secured by or payable

(xxiii) To sell, improve, manage, develop, exchange, lease, mortgage or otherwise

(xxvi) Generally to purchase, take on lease or in exchange, hire or otherwise acquire

(xxix) To procure the Company to be registered or recognised in any foreign country

IV. The liability of the members is limited.

V. *The share capital of the Company is Rs 150,00,00,000 divided into

*Substituted in the EGM on 24th August, 1995

Names of the Addresses and descriptions No. of shares Witness

The President of India Shri Nagendra Singh, Three

S. N. Chib Director General and Ex- One

M.L. Gaind Deputy Director General One

INDIA TOURISM DEVELOPMENT CORPORATION LIMITED

1. In these Articles unless the context otherwise requires :

Se.al "The Seal" - means the Common Seal of the Company.

Auditors "Auditors" - means and includes those persons appointed or reappointed

Annual "Annual General Meeting"-means a General Meeting of the Members held

Extraordinary "Extraordinary General Meeting"-means an Extraordinary General Meeting

Paid up "Paid up"-includes credited as paid-up.

Secretary "Secretary"- includ es a temporary or assistant secretary or any other

Company to be a *3. The Company is a Public Limited Company.

- * Amended in the EGM on 24th August, 1995.

Holding of 7. Except as required by law, no person shall be recognised by the Company

Share *9 (0 Every Member or allottee of shares shall be entitled without payment to

Renewal of *1 0. (Q No certificate of any share or shares shall be issued either in exchange

(iii) If a share certificate is lost or destroyed, a new certificate in lieu thereof

M Where a new share certificate has been issued in pursuance of clause (Q

* Amended in the EGM dated 24th August, 1995

• Inserted in the EGM on 24th August, 1995

• Inserted in the EGM on 24th August, 1995

• Inserted in the EGM on 24th August, 1995

(ii) No Member paying any such sum in advance shall be entitled

*Inserted in the EGM on 24th August, 1995

TRANSFER AND TRANSMISSION OF SHARES

• inserted in the EGM on 24th August, 1995