ANNEXURE - II

( THE COMPANIES ACT 1956 )
(LICENCED COMPANY NOT FOR PROFIT
UNDER SECTION 25 OF THE COMPANIES ACT, 1956

MEMORANDUM OF ASSOCIATION
OF
NATIONAL CENTRE FOR TRADE INFORMATION [NCTI]  

NAME

1. The name of the Company shall be “National Centre for Trade Information”  (Abbr.: NCTI)

REGISTERED OFFICE

2. The Registered Office of the Company will be situated in the National Capital territory of Delhi.

OBJECTS

3. The objects for which the company is established and which shall extend to every country in the world are:

A.       MAIN OBJECTS

1. To collect, collate, store, process, analyse and disseminate information on Trade and Commerce utilizing the tools and methods of Information and without prejudice to the generally of the premises by;

1. Creating databases and disseminating information from databases on trade and commerce at national and International level for export promotion and import facilitation at national level. The databases would broadly cover regulatory/ promotional/commercial activities in international trade at National and International level;

2. Collecting and disseminating information on countries of interest and to organise profiles of the countries and clients of interest;

3. Establishing linkages with export promotional bodies/export support bodies/regulatory bodies for collection and dissemination of information on trade and commerce and related matters;  

4. Establishing linkages with commercial wings of Indian Missions abroad and also Foreign Missions in India for collection and dissemination of information of interest to Indian traders and exporters;

5. Creating information base on all types of marketing intelligence and related data which may be of interest to the exporting/importing community within the country and aboard;

6. Working out methodology for collection and dissemination of information related to international trade and commerce;  

7. Organising training in the field of trade and commerce Informatics;

8. Keeping track of the market conditions within the country and abroad which may be of relevance of trade and commerce;  

9. Maintaining and analyzing the database on trade policies, trade regulations and trade agreements with various countries and its impact on country’s international trade;

10. Facilitating market and commodity survey which may be of relevance to internal and external trade of the country;

11. Organising seminars and conferences related to the subject matter of interest to the Centre;

12. Building a modern public library complex for trade and commerce related books, periodicals and brochures;  

13. Facilitating creation/augmentation of information base at the trade promotional organisations for creating specialised.

14. Maximally  utilizing  the  material, manpower and information resources of the India Trade Promotion Organisation (ITPO), for facilitating Value Added Information Services and analysis in the areas covered by the objectives of NCTI;

15. Maximally  utilizing the  material,  manpower and information resources of the National Informatics Centre (NIC), Planning Commission, including the Computer Communication Network, NICNET, for facilitation of data acquisition, dissemination of information and interactive transactions in the areas covered by the objectives of NCTI;

16. To initiate  understanding,    exchange     of  data  and mutual cooperation with Foreign Trade Development Boards, Trade Councils, Chambers, Confederations, Trade Institutes, Trade Centres for the benefit of Indian exporters and business entrepreneurs.

2. To keep in constant communication with trade and commercial bodies throughout the world with a view to taking appropriate and necessary measures pursuing the above objectives;  

3. To advise  or represent to  Government,  Local Authorities and trade and commercial bodies on matters related to standardization, access and dissemination of information on trade and commerce;  

B. THE ANCILLARY OBJECTS ARE:-

1. To establish different categories of business associates of the company by enrolling institutions, organisations, associations, industrial units, trading concerns, export house, chambers and individuals to such membership;

2. To purchase, hire or otherwise acquire and maintain suitable buildings, apartments, computer equipments, appliances, furniture and other fittings in any country for its establishments for the objects for which the company is established;

3. To establish and maintain collections, libraries and compilation of literature and to translate, compile, collect, publish, lend, purchase or sell any literature connected with trade and commerce;  

4. To prepare, edit, publish, issue, acquire and circulate books, papers, periodicals, gazettes, circulars and other literatures treating or bearing upon trade or commerce (either on paper, computer printouts or on magnetic media which may include floppies, CD-ROM etc.)

5. To acquire, purchase or take on lease lands, buildings or  other  immovable  or movable properties which the company may, from time to time, deem it necessary to acquire, purchase or take on lease;

6. To sell, improve, manage, develop, exchange, loan, sublet, mortgage, dispose of, turn to account or otherwise deal with all or any part of the property of the Company;

7. To enter into contracts;

8. To draw, make, accept, endorse, discount and execute negotiable instruments;

9. To deposit, invest, subscribe, get allotted the monies of the Company in any securities approved in this behalf by Government;

10. To receive grants, gifts, loans, subscriptions, donations or any other financial contribution in cash and securities and of any property, either moveable of immovable within the country or/and abroad including the World Bank, United Nations and other international or bilateral agencies subject to prevailing laws and, to vary, alter or transfer such investments from time to time; and

11. To subscribe for, become a member of and cooperate with any other Association, whether incorporated or not, whose objects are, altogether or in part, similar to those contained in this Memorandum and to obtain from and communicate to any such Association, such information as may be likely to fulfill the objectives of this Company.

12. The statues of the United Nations Conference on Trade and Development (UNCTAD) AS SPECIFIED by UNCTAD vide its Charter TD/B/ED/(8)/L-4 are adopted.

NCTI will function as the Trade Point – New Delhi under Trade Efficiency Programme of UNCTAD and adhere to the criteria as laid down by UNCTAD for the establishment and operation of Trade Point.

C. THE OTHER OBJECTS ARE:-

1. To establish different categories of business associates of the Company by enrolling institutions, organisations, associations, industrial units, trading concerns and individuals to such membership;

2. To do or get done all such other lawful acts as may be conducive for the creation, analysis and dissemination of information on trade and commerce;

3. To give grants-in-aid, to advance money or loans and to arrange for and provide other facilities to such business associates;

4. To sell, lease, exchange and otherwise transfer all or any property of the Company;

5. To carry on any other business, whether trading or otherwise, which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the property or rights of the Company;

6. To accept and undertake the management of any endowment or trust funds having objects similar to the objects of the Company;

7. To invest funds or monies entrusted to the Company in such securities and in such manner as may from time to time be determined by it;

8. To borrow or raise money which may be required for the purposes of the Company in such manner as the Company may think fit and in particular by the issue of promissory notes, bonds, debentures, bills of exchange or other obligations or securities of the Company or by mortgage or charge of Company’s property;

9. To draw, make, accept, endorse and discount, promissory notes or other negotiable instruments for the purposes of the Company;

10. To create administrative, technical, ministerial and other posts under the Company and to make appointments thereto in accordance with the Rules and Regulations and Bye-Laws of the Company;

11. To undertake, facilitate, provide for the publication of newsletters, journals and books for the exposition of the objects of the Company;

12. To establish and maintain libraries and information services to facilitate the study of the industrial growth of India and of similar features relating to the objects of the Company;

13. To constitute or cause to be constituted regional centres at convenient places in India and abroad to promote the objectives of the Company;

14. To subscribe to any International organisation  having  objects  altogether  or  in part similar to those of the Company on such terms and conditions as the Company may deem fit;

15. To establish a Provident fund and other funds for the benefit of the employees of the Company;

16. To make Rules and Regulations and Bye-Laws for the conduct of the affairs of the Company and to add, to amend vary or rescind them from time to time;

17. To work out the subscription charges, other charges from time to time for its services;

18. To work out dissemination mechanisms, appoint agents, trade information booths/kiosks for the benefit of Indian exporters, importers and business entrepreneurs all over the country;

19. To do or get done all such other lawful acts as may be conductive for the creation, analysis and dissemination of information on trade and commerce or incidental to the attainment of the above objects or any of the

IV. 1.   The income and property of the Company whensoever derived shall be applied solely towards the promotion of its objects as set forth in this Memorandum.

2. The   moneys  of   the   Company   for  the time being, not utilized for the purposes of the Company be invested in such manner and in such assets, immovable properties, whether freehold or leasehold and other properties like deposits with nationalized banks or such approved institutions, as may from time to time be determined and from time to time to sell or any of such assets, properties, securities or such investments and execute all assignments, transfers, receipts and documents that may be necessary in this behalf. 

3. No   portion   of  the  income   or  property aforesaid shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to any persons who at any time are, or have been, members of the Company or to any one or more of them or to any persons claiming through any one or more of them.

4. Except  with  the previous  approval   of the Central Government, no    remuneration    or other benefit in money or moneys    worth shall be given by the Company         to any of its members, whether officers     or   servants   of    the   Company  or    not, except payment of out of pocket expenses, reasonable and proper interest on money lent or reasonable and proper rent of premises let to the Company by any person, Body, Association and Society.

5. Except with previous approval of the Central Government no member shall be appointed to any office in the Company which is remunerated by salary, fees, or in any other manner not excepted by sub-clause (4).

6. Nothing in this clause shall prevent the payment made by the company in good faith or reasonable remuneration to any of its officers or servants (not being members) or to any other person (not being a member) in return or any services actually rendered by that person to the Company.

V.      No alternation shall be made to this Memorandum of Association or to the Articles of Association of the Company which are for the time being in force unless the alteration has been previously submitted to and approved by the Regional Director, Northern Region, Department of Company Affairs at Kanpur.

VI.   The liability of the members is limited.

VII.  The share capital of the Company is Rs. 4.0 Crore (Rs. Four Crores) divided into 4.0 lakhs (Four Lakhs) equity shares of Rs.100/- (Rs. One Hundred Only) each.

VIII. True accounts shall be kept of all sums of money received and expended by the Company and    the matters in  respect of which such receipts and expenditure take place, and of the property, assets and liabilities of the Company and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being in force the accounts shall be open to the inspection of the members. Once atleast in every year, the accounts of the Company shall be examined, and truth and fairness of the Balance Sheet and the Income and Expenditure Accounts ascertained by one or more properly qualified auditor or firm of auditors.

IX.   If upon winding up or dissolution of the Company, there remains, after the satisfaction of its debts and liabilities and returns of original capital to the Government, any property or assets, the same shall not be paid to or distributed amongst the members of the Company, but shall be transferred/distributed as provided under Article 72 of the Articles of Association and in accordance with the Companies Act, 1956.

X.   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 from ourselves into a Company under Section 25 of the Companies Act, 1956 at the National Capital Territory of Delhi.