(THE COMPANIES ACT 1956)
(INCORPORATED UNDER SECTION 25 OF THE COMPANIS ACT, 1956
AS A COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCAITION
OF
NATIONAL CENTRE FOR TRADE INFORMATION [NCTI]

PRELIMINARY

The Regulations contained in Trade A in the First Schedule to the Companies Act, 1956 shall not apply to the Company, but the regulations for the management of the Company and for the observance by the members thereof and their representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the repeal or alteration of or addition to its regulations by Special Resolution, or as prescribed by the Companies Act, 1956, be such as are contained in these Articles.

INTERPRETATION

In these articles, unless there be something in the subject or context inconsistent therewith;

“The Act” means “The Companies Act, 1956” or any statutory modification or re-enactment thereof for the time being in force.

“The AGM” means The Annual General Meeting of the members.

“Board” means the Board of the Centre, for the time being, constituted under these Articles.

“Bye-laws” means the bye-laws which may be made by the Directors of the Company under these articles and which may for the time being be in force.

“Capital” means the capital for the time being raised or authorised to be raised for the purpose of the Company.

“Centre” means National Centre for Trade Information.

“The Company” means National Centre for Trade Information.

“Chairman” means the Chairman, for the time being, of the Board of Directors.

“Committee of Administration” means the Committee of Administration of the Centre constituted under these Articles, for the time being.

“Executive Director” means an Executive Director, for the time being, of the Centre and includes any person acting as such.

“Government” means the Union Government of India.

“ITPO” means the “India Trade Promotion Organisation.”

“NIC” means the “National Informatics Centre” Government of India.

“Proxy” includes attorney duly constituted under a Power of Attorney.

“The President” means the President of India.

“Regional Committee” means the Regional Committee constituted under these Articles for the time being.

“Regional Offices” means the Regional Offices constituted under these Articles for the time being.

“Register” means the Register of Members to be kept pursuant to the Act.

“The Seal” means the Common Seal of the Centre.

“Secretary” means the Company Secretary, for the time being, of the Centre and includes any person acting as such.

“Sub-committee” means the Sub-Committee, for the time being, constituted by the Board, under these Articles.

“Year” means the financial year beginning with the 1^st of April and ending with the 31^st March of the succeeding year.

The company is a “Private Company” within the meaning of Section 3(1) (iii) of the Companies Act, 1956, and accordingly:

No invitation shall be issued to the public to subscribe for any shares in or debentures of the Company.
The number of members of the Company exclusive of persons in the employment of the company and those who become members while in its employment and continue to be members after the employment ceases, shall be limited to 50, provided that where two or more persons hold one or more shares jointly in the company, they shall be treated as a single member.
The right to transfer shares in the company shall be restricted in the manner and to the extent hereinafter appearing.

The share capital of the Company is Rs.04.00 Crores (Rupees Four Crores) divided into 4,00,000 (Four Lakhs) equity shares of Rs.100/- each.
A) Subject to the directions of the President in that behalf and subject to the provisions hereinafter contained, the shares shall be under the control of the Board who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Boards thinks fit.

B) Members’ Right to Certificate are.

(i) Every member shall be entitled free of charge to one certificate for all the shares of each class registered in his name, or if the Board so approves, to several certificates, each for one or more such shares, but in respect of each additional certificate, the Company shall be entitled to charge a fee of Rs. 2 or such less sum as the Board may determine.

C) (i) Every certificate shall specify:

a) The name(s) of the person(s) in whose favour the certificate is issued;

b) The distinctive number of shares to which it relates; and

c) The amount paid thereon.

(ii) Every share certificate shall be issued under the seal of the Company, which shall be affixed in
the presence of

a) Two directors or persons acting on behalf of the directors under a duly registered Power of
Attorney; and

b) The secretary or some other person appointed by the Board for the purpose.

Certificate in place of one defaced, lost or destroyed

D) (i) If any certificate be worn out or defaced or whereon the space for recording of transfers has been filled up, then upon the production of the said certificate to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof.

(ii) If any certificate be lost or destroyed then upon proof thereof to the satisfaction of the Directors and on giving of such indemnity as the Directors may deem adequate, a new certificate in lieu thereof shall be given to the party entitled to the shares to which such lost or destroyed certificate shall relate; provided that in such a case the member to who such certificate is given shall if so required by the Directors, also bear and pay to the company all costs and other expenses of the Company incidental to the investigation by the Company of the evidence of such destruction or loss and to the preparation of such indemnity, and the cost of issue of new certificate.

Entries on Duplicate Certificate

(iii) When any duplicate certificate is issued in any of the circumstances mentioned above, it shall state on the face of it and against the stub or counterfoil to the effect. :Issued in lieu of share certificate No………… subdivided/replaced/ on consolidate of shares” and when any certificate is issued in place of one lost or destroyed as mentioned in sub-clause (ii) of this clause it shall state on the face of it and against the stub or counterfoil to the effect “Duplicate issued in lieu of share certificate No…………..”. Further the word “Duplicate” shall be stamped or punched on the face of such certificates.

LIEN

Company’s lien paramount

E) The company shall have a first and paramount lien -

(i) One every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share; and

(ii) On all shares (other than fully – paid shares) standing registered in the name of a single person for all moneys presently payable by him or his estate to the company.

Provided that the Board may declare any share to be wholly or in part exempt from the provisions of this clause.

Sales of Shares on which company has a lien

F) The Company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien.

Provided that no sale shall be made:

(i) Unless a sum in respect of which the lien exists is presently payable, or

(ii) Until the expiration of fourteen days after a notice in writing standing and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

G) (i) To give effect to any such sale, the board may authorise some person to transfer the shares sold to the purchaser thereof.

(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.

(iii) The purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceeding in reference to the sale.

Board may make calls

H) (i) The Board may from time to time make calls upon the members in respect of any moneys unpaid on their shares whether on account of the nominal value of the shares or by way of premium and not made payable at fixed times by the conditions of allotment thereof.

(ii) Each member shall pay to the Company the amount of every call so made on him at the time and place fixed by the Board.

(iii) A call may be made payable by installments.

The Board may extend

Provided, however, that the Board may from time to time at their discretion extend the time fixed for the payment of any call and may extend such time to all or any of the members but no member shall be entitled to such extension save as a matter of grace and favour.

Joint and several liability on calls.

I) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

Interest

J) (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest thereon from the day appointed for payment there of to the time of actual payment of six per cent per annum or at such lower rates, if any, as the Board may determine.

Waiver of Interest

(ii) The board shall be at liberty to waive payment of any such interest wholly or in part.

Sum payable on allotment or at fixed date to be paid on due dates

K) (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

Interest on nonpayment

(ii) In case of nonpayment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

Voluntary advances of uncalled share capital interest on advances of uncalled share capital

L) (i) The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of the money uncalled and unpaid upon any shares held by him; and

(ii) Upon all or any of the moneys so advanced, may until the same would, but for such advance, become presently payable pay interest at such rate not exceeding unless the company in general meeting shall otherwise direct, six per cent per annum as may be agreed upon between the Board and the member paying the sum in advance and the Directors may, at any, time, repay the amount so advanced upon giving to such member three months notice in writing.

FORFEITURE OF SHARES

If call or instalment not paid, notice to be given

M) If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

Form of Notice

N) The notice aforesaid shall:

(i) Name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and

(ii) State that, in the event of nonpayment on or before the day so named, the shares in respect of which the call was made will be liable to be forfeited.

Forfeiture of shares on default of payment

O) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made be forfeited by a resolution of the Board to that effect.

Disposal of forfeited shares

P) (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board may think fit.

Power to annual forfeiture

(ii) At any time before a sale or disposal as aforesaid, the board may annual the forfeiture on such terms as it thinks fit

Liability to pay money owing at the time of forfeiture

Q) (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall notwithstanding the forfeiture, remain liable to pay to the Company all moneys, which at the date of forfeiture were presently payable by him to the Company in respect of the shares.

(ii) The liability of such person shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

(iii) The transferee shall thereupon be registered as the holder of the share.

(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

Provisions regarding forfeiture to apply in the case of nonpayment of sums payable at a fixed time

(R) The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

Transfer to be executed by both parties

S) (i) The instrument of transfer of any share in the Company shall be executed by or on behalf of both the transferor and transferee.

Transferor deemed holder until registration

(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof

Form of transfer

T) Shares in the Company shall be transferred in such form, as may be prescribed under the Act.

Restriction on transfer of shares

The right of members to transfer their shares shall be restricted as follows:

U) (i) A share may be transferred by a member or other person entitled to transfer to a person approved by the President;

(ii) Subject as aforesaid, the Directors may in their absolute and uncontrolled discretion to refuse to register any proposed transfer of share; and

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

Closing of Register

(V) The Board may subject to the provisions of Section 154 of the Act close the register during the fourteen days immediately preceding the Annual General Meeting in each year.

Transfer Fee

W) The Board may decline to recognize any instrument of transfer unless:

(i) The fee not exceeding Rs.2/- is paid to the company in respect thereof; and

(ii) The instrument of transfer is accompanied by the Certificate of the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

Notice of Refusal

X) If the Board refused to register a transfer of any share, it shall within two months after the date on which the transfer was lodged with the company send to the transfer and the transferor notice of the refusal.

Powers of the President in regard to transfer of shares held buy its nominees

Y) So far as concerns any share held by any person as a nominee of the President,

(i) On the President requiring him to transfer any such share to the President or to any other person or persons nominated by him and on his failure to effect such transfer; or

(ii) Any such person becoming of unsound mind or becoming or being adjudicated an insolvent, or dying, or on such person being a company, being wound up voluntarily or by the Court or subject to the supervision of the Court, the followed provisions shall take effect, namely;

a) The President may at any time serve the Company with a requisition to enforce the transfer of any such share.

b) The company shall thereupon forthwith give to the holder of such share, or where the holder has become of unsound mind, to his committee or other guardian, or where the holder has become or been adjudicated an insolvent, to the assignee of his estate and effects, or where the holder is dead, to his heirs or legal representatives, or where the holder, being a Company, has been wound up as aforesaid to its liquidator notice in writing of the requisition and unless within 14 days afterwards, the holder or as the case may be, the committee or guardian or assignee or heirs or legal representatives of such holder. Shall execute in favour of the President or of any person or persons nominated by him a proper transfer from in respect of such share and hand over the same along with relative certificates in respect of such share to the persons nominated by him in that behalf. The Company may at any time thereafter execute a transfer in respect of such share from and on behalf of such holder or of his estate and the same shall be deemed to have been duly and properly executed for and on behalf of such holder or of his estate, and thereupon the holder or his estate shall cease to have any interest whatsoever in such share and the certificate of such share, if not handed over as aforesaid shall thereupon stand cancelled and be and become void and of no effect, and the Company shall be entitled thereafter to issue a new certificate in lieu thereof in favour of the President or of such person or persons as he may nominate.

Registration of Shares on death or insolvency of holder

5. A) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either;

(i) to be registered himself as holder of the shares; or

(ii) to make such transfer of the share on the deceased or insolvent member could have made

B) The Board shall in either case, have the same right to decline or suspend registration as it could have had, if the deceased or insolvent member had transferred the share before his death or insolvency.

Rights of person entitled to share on death or insolvency

6. A person becoming entitled to a share by reason of death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payments of all dividends, bonuses or other moneys payable in respect of the share, until the requirements of the notice have been complied with.

ALTERATION OF CAPITAL

Increase of Capital

7. The Company shall have power to increase or reduce the capital, provided that any increase or reduction to
capital shall be made only with the prior approval of the President.

Subject to any direction to the contrary that may be given by the resolution sanctioning the increase of share capital, all new shares shall, before issue be offered to the members in proportion as nearly as the circumstances admit of the existing shares held by each member. The offer shall be made by notice specifying the number of shares offered, and limiting a time being not less than ten days from the date of the offer within which the offer, if not accepted, will be deemed to be declined, and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Board may dispose of the same in such manner as it thinks most beneficial to the Company. The Board may likewise so dispose of any new shares which by reason of the ratio which the new shares held by persons entitled to an offer of new shares cannot, in the opinion of the board, be conveniently offered under this Article.

Same as original Capital

8. Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be subject to the provisions therein contained with reference to the payment of calls and instalments, transfer and transmission, lien, voting, surrender and otherwise.

Consolidation of shares

9. The Company may by ordinary resolution

1) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

2) By sub-division of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association subject nevertheless, to the provisions of the Act;

3) Cancel any shares which at the date of passing of the resolution have not been taken or agreed to be taken by any person.

Reduction of Capital

9. A) Subject to such directions as may be issued by the President in this behalf the company may be special resolution reduce in any manner and with and subject to any incident authorised and consent required by law:

(1) its share capital;

(2) any capital redemption reserve fund; or

(3) any share premium account.

Number of Directors

10. Subject to the provisions of Section 252 of the Act, the President shall, from time to time, determine in writing the number of Directors of the Company which shall not be more than 12 and less than 3. The Directors are not required to hold any qualification shares.

11. The affairs of the Company/ Centre shall be managed by a Board of Directors.

Appointment of Chairman, Directors their number, etc.

12. Director General (NIC) shall be ex-officio Chairman of the Board of Directors. The Executive Director shall be the nominee of ITPO and he shall be a Member of the Board. He shall be a full time Director of the Company and shall be governed by the service conditions, byelaws, rules and regulations approved by the Board of Directors, from time to time. Other Directors shall be appointed by the President of India in consultation with the Chairman for such period or periods and on such terms and conditions as he may deem fit. While appointing such Directors on the Board, representation for the following organisations shall be provided as below:

12. A) The Board shall consist of the members as detailed below:

(i) The Director General, of NIC who shall be the Chairman of the Board of Directors;

(ii) The Executive Director who shall be the nominee of ITPO;

(iii) One representative from FICCI, ASSOCHAM, CII or other Trade/Commerce Associations nominated by the President of India on annual basis;

(iv) Two representatives from Export Promotion Councils nominated by the President of India on an annual basis;

(v) One representatives from Commodity Boards, Trade & Commerce Authorities nominated by the President of India on an annual basis;

(vi) One representative from Public Sector Units nominated by the President of India on an annual basis; and

(vii) One representative each of ITPO and NIC nominated by the President of India on an annual basis.

Subject to the maximum number of Directors as stipulated above, the Board may recommend to the President for appointment of Directors, for such period(s), on such terms and conditions, of persons with special qualifications, knowledge and/or experience.

The tenure of the Board of Directors shall be as mentioned above. In the case of Government Directors the retiring Directors shall continue till their successors are appointed.

Removal of Directors

B) The President shall have the power to remove any Director including the Executive Director from office at any time in his absolute discretion.

Filling of any vacancy

C) The President shall have the right to fill any vacancy in the office of Director caused by retirement, removal, resignation or otherwise.

Directors vacating office

D) The office of a Director shall be vacated if;

(i) he is found to be of unsound mind by a court of competent jurisdiction;

(ii) he applied to be adjudicated as an insolvent;

(iii) he is adjudged an insolvent;

(iv) he is convicted by a court in India of any offence and is sentenced in respect thereof to imprisonment for not less than six months;

(v) he absent himself from three consecutive meetings of the Boards of Directors or from all meetings of the Board for continuous period of three months, whichever is less, without obtaining leave of absence from the Board;

(vi) he or any firm in which he is a partner or any private company of which he is a Director, accepts a loan or any guarantee or security for a loan from the Company in contravention of Section 295 of the Act;

(vii) he fails to disclose the nature of his concern or interest in any contract or arrangement, or proposed contract or arrangement, or proposed contract or arrangement, entered into or to be entered into by or on behalf of the Company as required under Section 299 of the Act;

(viii) he becomes disqualified by an order of Court under Section 203 of the Act;

(ix) he is removed in pursuance of Section 284 of the Act;

(x) he is concerned or participates in the profits of any contract with the company:

provided, however, no Director shall vacate his office by reason of his becoming a member of any company which has entered into contract with or done any work for the Company of which has entered into contract with or done any work for the Company of which he is Director, but a Director shall not vote in respect of any such contract or work and if he does so his vote shall not be counted.

Disqualifications referred to sub-clauses (iii), (iv) and (viii) above shall not take effect:

(a) for thirty days from the date of adjudication, sentence, or order;

(b) where any appeal or petition is preferred within the thirty days aforesaid against the adjudication, sentence or conviction resulting in the sentence or order, until the expiry of 7 (seven) days from the date on which such appeal or petition is disposed of; or

(c) where within the seven days aforesaid any further appeal or petition is preferred in respect of the adjudication, sentence, conviction or order and the appeal or petition, if allowed, would result in the removal of the disqualification until such further appeal or petition is disposed of.

Alternate Director

(E) In place of Director who is out of India or is about to go out of India or who expects to be absent for not less than three months from the State in which meetings of the Directors are ordinarily held, the Board may appoint with the prior approval of the President any person to be an Alternate Director during his absence out of India or of his absence of not less than three months from the State in which meetings of the Directors are ordinarily held, and such appointment shall have effect, and such appointees whilst he holds office as an Alternate Director shall be entitled to notice of meetings of the Director and shall ipso facto vacate office if and when the original Director returns to India or to the State or vacates office as a Director.

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