Board may set up Committees

1

The Board may, subject to the provision of Section 292 of the Act delegate any of their powers to Committees consisting of such member or members of their body as they think fit, and they may from time to time revoke such delegation.  Any Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the Directors.  The proceedings of such a Committee shall be placed before the Board of Directors at its next meeting.

General powers

of the Board

2

The Board of Directors may pay all the expenditure incurred in setting up and registering the Company.

Specific powers

give to Directors

3

Subject to the provisions of the Act and without prejudice to the general powers conferred by the Act and the other powers conferred by these Articles, the Directors shall have the following powers, that is to say powers;

To make bye-laws

(a)

To make, vary and repeal from time to time bye-laws for the regulation of the business of the Company, its officers and servants;

To pay and charge interest etc.

(b)

To pay and charge to the capital account of the Company any interest lawfully payable thereto under the provisions of the Act.

To acquire property

(c)

To purchase, take on lease or otherwise acquire for the Company property rights or privileges which the Company is authorised to acquire at such price and generally on such terms and conditions as they think fit.

To pay for property

In debentures etc.

(d)

To pay for any property or rights acquired by or services rendered to the Company, either wholly or partially in cash, or in shares, bonds, debentures, debenture stock or in shares that may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures, debenture stock or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

To ensure contracts

by mortgage

(e)

To secure the fulfillment of any contracts or engagement entered into by the Company or 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 fit.

To refer to arbitration

(f)

To refer any claim or demand by or against the company to arbitration and observe and perform the awards;

To invest money

(g)

To invest in State Bank of India or any other nationalized bank of India or in such securities as may be approved by the President and deal with any of the moneys of the Company upon such investments authorised by the Memorandum of Association of the Company (not being shares in the Company) and in such manner as they think fit, and from time to time, to vary and realize such investments.

To give percentage

(h)

To give to any Director, officer or other person employed by the company an interest in any particular business or transaction either by way of commission on the gross expenditure thereon or otherwise or a share in the general profits of the company, and such interest, commission or share of profit shall be treated as a part of the working expenses of the Company, subject to approval of the President of India.

To subscribe

to other funds

(i)

To subscribe or otherwise to assist or to guarantee money to scientific institutions or objects.

To create depreciation and other funds

(j)

Subject to provisions of the act to set aside before recommending any dividend out of the profits of the Company such sums as they may think proper for depreciation or to be depreciation fund, Reserve or to Reserve fund to meet contingencies or Insurance Fund or any special or other fund to meet contingencies or to repay redeemable preference shares.  Debentures or Debenture stock and for special dividends and for equalizing dividends and for repairing, improving, extending, and maintaining any part of the property of the company and for such other purposes as the Directors may, in their absolute discretion, think conductive to the interest of the Company, and to invest the several sums so set aside or so much there of as required to be invested upon such investments (subject to the restrictions imposed by the Act) as the Directors may think fit, and from time to time to deal with and vary such investments and dispose of and apply, and expend all or any part thereof for the benefit of the company, in such manner and for such purposes as the Directors (subject to such restrictions) think conducive to the interest of the company not withstanding that the matters to which the Directors apply or upon which they expend the same or any part thereof, may be matters to or upon which the capital moneys of the Company might rightly be applied or expended and to divide the Reserve Fund into such special funds as the Directors may think fit, and to employ the assets constituting all or any of the above funds, including the Depreciation Fund, in the business of the Company or in the purchase or repayment of redeemable preference shares, debentures, or debenture stock and that without being bound to keep the same separate from the other assets, and without being bound to pay or allow interest on the same with power, however, to the Directors at their discretion to pay or allow to credit of such fund interest at such rate as the Directors may think proper not exceeding six per cent per annum.

To create posts

(k)

To create such posts, other than those to which appointment is made by the President, as they may consider necessary for the efficient conduct of the company’s affairs and to determine the scale of the pay and other terms thereof.

To appoint Officer

(l)

Subject to Article 44 (b)(viii) to appoint and at their discretion remove or suspend such Managers, Secretaries, Officers, Clerks, Agents, and servants for permanent, temporary or special service, 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 instances and to such amounts as they may think fit and also without prejudice as aforesaid, from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India in such manner as they think fit.

(m)

Subject to section 292 of the Act, to sub-delegates all or any of the powers, authorities and discretions for the time being vested in the Directors, subject however to the ultimate control and authority being retained by them.

Authority to

sub-delegate powers

(n)

Any such delegation as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them; and

To borrow etc.

(o)

To borrow or raise or secure the payment of money in such manner as the company shall think fit, and in particular by executing mortgages and the issue of debentures, or debenture stock, perpetual or otherwise, charged upon all or any of the company’s property (both present and future) including its uncalled capital and to purchase, redeem, or pay off any such securities.

To lend money

(p)

To lend moneys to subsidiaries and associated organizations, on such terms and conditions as they may consider desirable.

(q)

 (i)

To authorize the undertaking of works of a capital nature where Detailed Project Reports have been prepared with estimates of different component parts of the project and where such parts of the project Reports have been approved by the Government, and to invite and accept tenders relating to works included in the approved Detailed project Report, including variations are not more than 10% for any particular component part and do not substantially change the scope of the project.

(ii)

To authorize the undertaking of works of a capital nature, not covered by clause (i) above, if required to be taken up in advance of the preparation of Detailed project Report or otherwise as individual works, whether as part of existing or new schemes, not exceeding Rs. five crores provided that:

(a)       the funds required will be found within the budget allocation for the company for that financial year; and

(b)      the expenditure on such works in subsequent years will be the first call on the respective allocations;

To promote Companies etc.

(r)

To promote or establish wholly or partly owned companies or subsidiaries and to participate in their share capital provided the operations of such companies are to be financed from the internal resources of the Company.

(s)

To call an Extra-ordinary General Meeting whenever they think fit.