THE SEAL

35. The Board shall provide a seal and also provide for its safe custody. The seal of the Centre shall not be affixed to any instrument except under the general or specific authority of the Board and shall also not be affixed to any instrument except in the presence of two members of the Board or such other persons as the Board may appoint for the purpose; and these two members or other persons as aforesaid shall sign every instrument to which the seal of the Centre is so affixed in their presence.

GENERAL MEETING

36. A General Meeting shall be held within eighteen months of the incorporation of the Centre and thereafter once at least in every calendar year at such time, not being more than fifteen months after the preceding General Meeting and at such places as the Board may consider convenient for the dispatch of business, at which a report of the activities of the Board for the year under review (copies of which shall be circulated amongst the members at least fourteen days prior to the date fixed for the holding of the General Meeting to which they are to be submitted) and the yearly audited accounts including a statement of income and expenditure and a Balance Sheet made up to a date not earlier than the date of Meeting by more than six months shall be submitted. Such meeting shall be called the Annual General Meeting and all other General Meetings shall be called Extra Ordinary General Meetings.
37. The ordinary business of an Annual General Meeting shall be  

A) To receive and consider accounts and the reports of the Board and the Auditors;

B) To place on record the names of the Board Members; and

C) To appoint auditors and fix their remuneration.

38. The Chairman may, at any time call a special meeting of the Board and shall call such meeting within 21 days after the receipt of a requisition in writing from not less than one-third of the total number of members having the voting rights on the date of requisition.  

A requisition for a special meeting of the Board shall state the object of the meeting and shall be signed by the members and shall be sent to the Registered Office of the Centre. At a special meeting no business other than that specified in the requisition shall be transacted.  

Special meeting of the Board may be called by giving not less than seven days notice in writing.

39. No remuneration or allowances of any kind shall be paid to any members for attending any meetings of the Centre.

NOTICES

40. A) Not less than fourteen day’s notice to the members specifying the place date and hour of meeting with a statement of the business to be transacted thereat shall be given for AGM. Such notice shall be sent by post or otherwise served as hereinafter provided.  
    
    B) A notice may be given to any member either personally or by sending it by post to such member’s registered address or (if a member has no  registered address  in India) to the address, if any, within India supplied by the Members for giving of notices.  
    
    C)  Where a notice is sent by post, the service shall be deemed to have been effected at the expiry of 48 hours after it is posted, as provided in Section 53 of the Act.

41. If a member has no registered address in India and has not supplied to the Centre an address within India for giving of notice, a notice addressed to such Member and advertised in a newspaper circulating in the neighbourhood of the registered office of the Centre shall be deemed to be duly given to such Member on the day on which the advertisement appears.

42. A) Any notice required to be given by the Centre to the members or any of them, and not expressly provided for by these presents, shall be sufficiently given if given by advertisement and any notice required to be or which may be given by advertisement shall be advertised once at least in one or more newspapers circulating in the neighbourhood of the Registered Office of the Centre.
    
    B) The accidental omission in the opinion of the Chairman to give notice or a non-receipt of notice by any member shall not invalidate the proceeding at the General meetings or any Resolution adopted thereat.

PROCEEDINGS AT MEETINGS OF THE CENTRE

43. No business shall be transacted at any AGM and Extra-ordinary General meetings unless a quorum of Two Members is personally present at the Commencement of the business and if no such quorum is present within half an hour of the scheduled time of the meeting, the meeting shall complete the business for which the meeting has been called for. Each member shall have one vote either in poll or otherwise.

44. A) The Chairman of the Centre shall preside as Chairman at every General meeting of the Centre.
    
    B)  If there is no such Chairman, or if he is not present within fifteen minutes, after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, the Board members shall elect one of the them to be the Chairman of the Meeting.

45. Save as otherwise expressly provided in the Act, questions arising at any meeting shall be decided by a majority of votes. At any meeting a resolution put to the vote of the meeting shall be decided by show of hands unless a polls is (before or on the declaration of the result of the snow of hands) demanded by the Chairman or such members as provided in Section 179 of the Act, and unless a poll is so demanded a declaration by the Chairman that the resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book of the proceedings of the meetings of the Council and signed by the Chairman shall be conclusive evidence of the fact, recorded in favour, or against, that resolution.

46. The Chairman of the meeting may, with the consent of the meeting, adjourn the same, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
    
    VOTES
    

47. (i) On a show of hands every member present in person or by proxy shall have one vote. 
    
    (ii) On a poll every member shall have one vote, in respect of each share held by him. Provided, however, that so far as the President is concerned, a vote may be given on his behalf on a show of hands or on a poll by any person whether a member or not authorised by him to be present and vote at all or any of the meetings of the Company. The President may at any timer evoke or cancel the authority of any person to vote on his behalf as aforesaid and make fresh authorization.
    
    (iii) At any meeting of the Centre every member present, including Chairman shall be entitled to one vote and in event of an equality of votes, the Chairman shall have a second casting vote.

    When uncalled capital is charged subsequent charges to be subject to the prior charge

47. A) Whenever any uncalled capital of the Company  is  charged all persons taking any subsequent charge thereon shall take the same subject to such prior charge and shall not be entitled by notice to the shareholders or otherwise, to obtain priority over such prior charge.  
    
    Voting by joint holders
    
    B)   In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders.
    
    For the purpose, seniority shall be determined by the order in which the names stand in Register of Members.  
    
    Voting in the case of members of unsound mind
    
    C) A member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote whether on a show of hands or on a poll, by his committee or other legal guardian.
    
    No member to vote unless calls paid up
    
    D)  No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid. 
    
    Appointment and qualification of proxy or attorney
    
    E)  A member entitled to attend and vote at a meeting may appoint another person (whether a member or not) as his proxy to attend a meeting and vote. No member shall appoint more than one proxy to attend on the same occasion. The instrument appointing a proxy shall be in writing and be signed by the appointer or his attorney duly authorised in writing, or if appointer is a body corporate be signed by an officer or an attorney duly authorised by it.
    
    Form of proxy
    

48. An instrument appointing a proxy shall be in either of the forms in Schedule IX of the Act or a form as near thereto as circumstances admit.
    
    Deposit of instrument of appointment  

49. A) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney shall be deposited at the office of the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case or a poll not less than 24 hours before the time, appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

Vote of proxy not invalid if notice of revocation not received

B)  A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given.

Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

MINUTES

50. Minutes of the meetings of the Board/Committee/ Centre shall be in the manner prescribed in Section 193 of the Companies Act.

BOOKS AND DOCUMENTS

51.  The Board shall cause to be kept proper books of accounts with respect to:

(a)   All sums of money received and expended by the Centre and the matters in respect of which the receipt and expenditure take place;

(b)   All sales and purchases of goods by the Centre;

(c)    The assets and liabilities of the Centre.

The Books of Accounts shall be kept at the Registered office of the Centre or at such other places as the Board may think fit, and shall be open for inspection by the Members of the Board during office hours.

MAINTENANCE AND PUBLICATION OF ACCOUNTS AND AUDIT

52.   The Board shall, from time to time, determine whether and to what extend and at what times and please and under what conditions or regulations the accounts and books of the Centre or any of them shall be open for the inspection of the Members not being Members of Board shall have any right to inspect any account or book or document of the Centre except as conferred by law or authorised by the Board or by resolution of the Centre in General meeting. Provided that the accounts and books of the Centre shall be open for inspection by an officer duly authorised in this behalf by the ITPO or NIC or both for ascertaining or verifying the income and expenditure of the Centre or for such other purposes as may, by agreement between the Centre and ITPO/NIC be specified in this regard.

53.   A printed copy of the audited Income and Expenditure Account and Balance sheet together with the report of the Auditors shall be sent by the Centre at least fourteen days prior to the date of the Annual General Meeting to the registered address of every Member and a copy shall also be kept at the Registered office for the inspection of Members during a period of at least fourteen days before the meeting.

54.   After the Balance Sheet and Income and Expenditure Account have been laid before the members in the Annual General meeting, three copies of the Balance Sheet duly attested by the Executive Director or Company Secretary shall be filed with the Registrar of Joint Stock Companies.

55.  Auditors shall be appointed in accordance with the provision of section 619 of the Companies Act 1956.

56.  The remuneration of the Auditors shall be fixed by the Central Govt.

57.  A certified true copy of the Accounts and the Auditor’s Reports shall be forwarded to ITPO and NIC.

58.  Every account of the Centre when audited and approved by the Annual General meeting shall be conclusive except as regards to any error discovered therein within three months next after the  approval  thereof. Whenever any such error is discovered within that period, the Account shall forthwith be corrected and henceforth shall be conclusive.

BUDGET ESTIMATES AND SUPPLEMENTARY ESTIMATES

59. The Committee of Administration shall each year prepare a Budget for the ensuring year and shall submit it to the Board on/or before such date as may be determined by the Committee of Administration. No expenditure shall be incurred until the Budget is approved by the Board. Any item of expenditure exceeding Rs. 5 lakhs shall be incurred only after obtaining prior written approval of the Chairman.

60.  The Budget shall be in such form as the Board may prescribe, from time to time.

POWER TO INCUR EXPENDITURE

61.  Subject to the provisions of these Articles and the Rules framed thereunder, the Board may incur such expenditure as it may think fit and write off any sums and may delegate to the Chairman or to the Committee of Administration or to the Executive Director or to other Officer(s) of the Centre, such financial powers as it may consider expedient.

62. The Centre, may subject to the provisions of these Articles incur expenditure outside India provided the necessary foreign exchange is available and the expenditure incurred with due approvals and in conformity with procedures laid down by Government of India from time to time.

PROFITS AND REESERVES

Prohibition on declaration of Dividends

63. The profits, if any, or other income of the company would be applied for promoting the objects of the Company and shall not be distributed to its members by way of dividend, bonus or otherwise.

Creation of Reserve Fund out of profits

64. A)   The Board may set out of the profits of the Company such sums as they think proper as a reserve or reserves which, shall, at the discretion of the Board, be applicable to meeting contingencies or for any other purpose to which the profits of the Company may be properly applied  as   provided   in   these   Articles and pending such application may, at the like discretion either be employed in the business of the Company or be invested in such investment (other than shares of the Company) as the Board may from time to time think fit.

     B)   The Board may also carry forward any profit without setting it aside as a reserve.

Custody and disbursement of funds

65. The Board shall make Rules for the custody and disbursement of funds, provided that:

a)   The current account of the Centre shall be kept in a Bank approved in this behalf by the Board and all moneies at the disposal of the Centre with the exception of petty cash and imprest shall be paid into such account; and

b)   The funds not required for current expenditure may be placed infixed deposit with any Bank approved in this behalf by Board of Directors or in any security in which trust property may lawfully, be invested under the India Trust Act, 1882.

Head Office and Regional offices

66.   (a) The head Office of the Centre shall be at New Delhi.

(b) The Board may establish Regional Offices of the Centre in any place as they think fit.

(c) The   Board   may  appoint  Regional Committees to assist in the administration of the affairs of the Centre's in the respective Regional Offices.  

(d) The function of the Regional Committees shall be to assist generally in the furtherance of the activities of the Centre and to discharge such duties as may be delegated to them, from time to time, by the Board.

67.   The Government shall  have power  to  give direction to the Centre as to the exercise and performance of its functions in matters involving security or substantial public interest and the Centre will be bound to give effect to the same.

68.  The ITPO and NIC together shall have power to call for such reports, returns and other informations with respect of the property and other activities of the Centre as may be required, from time to time.

69.    All arrangements between the Centre and foreign collaborators shall have to be first approved by ITPO and NIC.

70.    The Centre shall obtain from its members and prepare as a whole, action plans for trade and commerce.

         Information for and in support of promotion of exports, development of export markets, generation of production for exports on an annual basis and for such medium and longer terms as may be considered desirable and to ensure/undertake execution of such plans.

71.    No change, alteration or modification shall be made in any of the foregoing. Articles without the prior concurrence of ITPO and NIC and finally approved by the Central Government/Regional Director, Northern Region.  

72.   If upon winding up or dissolution of the Company, there remains, after the satisfaction of all its debts and liabilities and returns of original capital to the Government any property whatsoever, the same shall not be distributed amongst the members of the Company but shall be given or transferred to such other companies having objects similar to the objects of the company to be determined by the members of the company at or before the time of dissolution or in default thereof, by the High court of judicature that has or may acquire jurisdiction in the matter.

       We the subscribers of the Memorandum of Association of the National Centre for Trade Information hereby subscribe these present as the Articles of Association of the Centre.