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REGISTERED No. D. 221

The Gazette of India

EXTRAORDINARY

PART II—Section 3—Sub-section (ii)

PUBLISHED BY AUTHORITY

No. 119] NEW DELHI, SATURDAY, MARCH 28, 1970/CHAITRA 7, 1892

Separate paging is given to this Part in order that it may be filed as a separate compilation.

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 incorporated 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 Com- pany.

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 notification 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 con- sidering the suggestions made by the India Tourism Development Corporation Limited, as required 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.

(491)

2. Definitions.—In his Order, unless the context otherwise requires,

(a) "appointed day" means the 29th day of March, 1970. (bj "dissolved company" mean.; the Ashoka Hotels Limited and the Janpath Hotels Limited.

3. Amalgamation of the Companies.—As from the appointed day, the under- taking 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, invest- ments and all other rights and interests in or urising out of such property as may belong to, or be in the possession of the dissolved Companies immediately before- the appointed day and all books, accounts and documents relating thereto, and also all debts, liabilities (including contingent liabilities) and obligations 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 27tb 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 provisions 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 the amalgamated Company for the said year and the said period.

5- Saving of contracts, etc.—Subject to the other provisions contained in this Order, all contracts, deeds, bonds, agreements and other instruments of whatever nature 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 dissolved Companies and the India Tourism Development Corporation Limited shall be of as full force and effect against or in favour of the amalgamated Com- pany, as the case may be, and may be enforced as fully and effectually as if In- stead of the concerned dissolved Company, the amalgamated Company had been a party thereto.

6. Saving of legal proceedings-—It, on the appointed day, any suit, appeal or other proceeding of whatever nature by or against any of the dissolved Companies be pending, the same shall not abate, be discontinued or be in any way prejudi- cially affected by reason of the transfer to the amalgamated Company of the under- taking of the dissolved Companies or of anything contained in this Order, but the suit, appeal or other proceeding may be continued, prosecuted and enforced by or against the amalgamated 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.— (1) In consideration of the transfers aforesaid under clauses 3 and 4 of this Order, the amalgamated Company shall pay to every person holding shares in the dissolved companies, immediately before the appointed day, compensation in cash at the rates indicated below: —

Afame of the dissolved company

Category of shares AntoUnt of w

compensation

' to be paid in

cask per share

by the amalga-

mated

Company.

CRs.¹)

fa) 7 • i <; % 'A' Class cumulative preference Ashoka Hotels Limited

shares of Rs. ijOOO each , . . 1,000

fb)T7-i5% 'B' Class cumulative prefc-ence

shares of Rs. 1,000 each . . . i,ooo (c) Equity shares ofRs. IOO each , I0I-2S (a) Equity shares of Rs, i,ooo each . 212-71 Janpath Hotels Limited

(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 particulars of the moneys payable to him in terms of sub-clause (i) above, on presentation, within one month from the date of roceipt of such notice, of the Share Certificate/Certificates relating to the shares held by him.

8. Provision with resvect to taxation.—All taxes In respect of the profits and Kains of the business carried on by each of the dissolved Companies before the appointed day shall be payable by the amalgamated Company to the same extent as they would have "been payable by e.i^h of the dissolved Companies, if this Order had not been made, provided always that 1he benefits of tax holiday and tax rebntes available to the dissolved Companies shall also be available to the amal- gamated Company.

9. Provisions respecting existtna officers and other employees of the dissolved Companies.—Every officer or other employee employed immediately before the appointed day In the dissolved Companies shall, as from the appointed day, become an officer or nth~r employee, as the ease mav be, of the amalgamated Company and shall hold his office* or service therein bv the same tenure and upon the same terms and conditions and with the same rights and privileges as to pension, provi- dent fund or gratuity as he would have held the same under the dissolved Com- oanies, if this Order had not heen mnde and shall continue to do so unless and until he is dulv removed from hit; employment in the amalgamated Company or until bis terms and conditions of employment are duly altered by that Company.

10. Board of Directors of the amalqamated Company.—Every Director of the dissolved Companies and of the Tndia Tourism Development Corporation Limited, boldinij office as such, immediately before the appointed dav, shall, ns from that ilste, cease to be a "Director of the dissolved Companies or the Tndia Tourism De- velopment Corporation Limited, as the case may be- and the President of India shall appoint, as from the appointed dav, a new Board of Direciors of the amal- gamated Company in pursuance of the Articles of Association of the amalgamated Company.

11. Dissolution of the Ashoka Hotels Limited and Ja.ripath Hotch Limited.—

Subject to the other provisions of this Order, as from the appointed day—

(a) the Ashoka Hotels Limited and the Janpath Hotels T-imited shall be dis- solved and no person shall mike, assert or take any claims, demands or proceedings aerninst any of the dissolved Companies or affainst a Director or an officer of anv of the dissolved Companies in his capa- city as such Director ny officer, except in so far as may be necessary for enforcing the provisions of this Order; and

(b) the right of evcrv shareholder to or in respect of any share in any of the dissolved Compares shall be extinguished, and thereafter no such shareholder shull make assert or take any claims or demands or pro- ceedings in respect of any such share.

12^ Reaistvation of the Order bv the Registrar of Companies.—The Company Law Board shall, as soon ns may be after 1b? issue nf Ibis Order, send to the Rp^istrar of Companies, Delhi, a c.oy of this O•'!'.'- together with a printed copy nf the Memorandum and Articles of Association of the India Tourism Development Corporation Limiied, as altered bv this Order, on receipt of which the Registrar of Companies, Delhi shall:—-

(i) register the Order on payment of the prescribed fees hy the amalgamat- ed Company arid certify under his hand the registration thereof within one month from the date of receipt of a copy of the Order;

(it) place on the file of the iimal^amated Company nil documents registered, recorded or filed with him relating to each of the dissolved Companies ami consolidate them and shall k^ep such consolidated documents on his file.

\?, Memoravdvm n

The Memorandum rind Articles of Association of ihe TodJa Tourism Development Corporation Limited as they stood immediately before the appointed day shall- n;<

494 THE GAZETTE OF INDIA EXTRAORDINARY [PART II—

from the appointed day, be the Memorandum and Articles of Association of the amalgamated Company, subject to the following modifications, namely: —

I. Memorandum of Association:

1. For paragraph III, the following paragraph shall be substituted, namely: — "III. 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, cafeteria, travellers' lodges, pensions, 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, aircraft, heli- copters and other modes of transport,

(3) Produce, distribute and sell tourist publicity material; edit, design, print, publish, sell or otherwise deal with books, magazines, peri- odicals, folders, inserts, guide maps, pamphlets, bills, posters, picture postcards, 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 con- certs, cabarets, ballets, film shows, sports and games, son-et-lumiere spectacles and others.

(3) Provide shopping facilities to tourists, establish and manage shops including duty free shops, bazars, emporia and oiher places for selling travel requisites and other articles of tourist interest.

For the attainment of 1he main objectives set out above, the Company shall have the following incidental and ancillary objects: —

(i) To carry on the business of hotel, rsstaurant, cafe, tavern, motel, refresh- ment-room and boarding and lodging, house keepers, licensed victu- allers, wine, beer and spirit merchants, brewers, maltsters, distillers- importers and manufacturers of aerated, mineral and artificial waters and other drinks, purveyors, caterers for public nmusements generally, dealers in taxtile goods, perfumery, silken and wooll°n garments. dealers In novelty, ivory and other goods, and as general merchants, garage proprietors, livery-stable keepers, job-masters, farmers, deirv- raen. ice-merchants, Importers and brokers of food, live and dead stock and foreign produce of al¹ descriptions, hair dressers, perfumers, chemists, proprietors of clubs, baths, dressing TOOTHS, laundries, read- ing, writing and newspaper rooms, libraries, grounds Rnd places of amusement, recreation, sport, entertainment and instruction of all kinds, tobacco and cigar merchants, travel agents for railway, snip- ping and airways and road transport corporations, companies or bodies and carriers, theatrical and opera box office proprietors, entrepreneurs and general agents and as nroprie+ors conducting safe deposit vaults, and to carry on business of running night clubs, swimming rjnols. bakery and confectionery and other business, which can be con- veniently carried on in connection therewith,

(11) To provide lodging and boarding and other facilities to the public includ- ing tourists, visitors and otber delegates corriinir to Trid'a frim foreltrn countries and to members of delegations and missions from foreign countries.

(Hi) To devfloD anrl turn to pceount any land acouired by the Company n*- in wbfch it is interested anH In particular bv laving out snrl preriring the same for building purposes, constructing, altering nullim.' down, decorating. mnintRinin?- fitting ur. and i7"n^rnvini buildings and con- veniences. Find by planting, naving draining, farming, cultivating, letting on buildin? lease m- bu^dfrr; agreement, find bv advancing money to and entering into contracts nnd arrangements of all "kinrti with huilding 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 ynd to enter into all agi'teinerits connected with the organisation of such tours.

(vi) To construct, purchase, lease, own, establish, run, alter and manage printing presses, litho presses, art studios, phuto studios, workshops, foundries and fa.-tones for the purpose of maintaining, repairing, altering, servicing all sorts of machinery whatsoever run ty powei, electricity, steam, oil, gas, vapour, mechanical pnwer or atomic energy and other component parts and ell apparatus, accessories, fittings, machinery or th ngs necessary or convenient for carrying on any of the above specified businesses or usually dealt with by persons en- gaged in like trades or business.

(vii) To import, manufacture, repair, ply and hire buses, motor trucks, motor cars, taxi-cars, station wagons, launches arid other kind,? of vehicles.

(vlii) To purchase, taken on hire or otherwise acquire Halls, Thcal; c:;. Cr1nco.1t 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-

(ix) To enter into agreements with companies, associations. societ;cs, or- ganisations 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 venture, reciprocal concession or other- wise, with any person or comoany carrying on or engaged in, or about to carry on or engage in. any business or transaction, which this Company is authorised to enrrv on or engage in, or any business or transaction capable of beln™ conducted so as directly or indirectly to benefit this Company- And to tyke or otherwise acquire shares and securities of any such compary, and to sell, hold, l-e-iK.i'.p, with o>' without guarantee, or otherwise deal with the same.

(vii) To acquire and undertake the whole or any part of ihe business property and liabilities of nny person or persons or co'nnany, can' ing on any business which the Company is authorised to carry on.

(xiil) To act as agents ?"d/or to enter into arrreempnij-i with anv ^overnmenf. Kemi-Gcvornmor.:. quasi Gov^ni.nenl or nuhl'c iridrrtak'ng or Gov- ernment owned company or any authority, municipal nr local or any manufacturer, merchant and others that mav seem hpnriicial to the Company's ohjef'ls and to obtain from such Government, rMithr-r'ty or merchant rights, privileges nnd concessions vhich thn 1 and of any description.

(\iv) To establish atiencJ^ in India and elsewhere and to regulate their work- ing and discontinuance thereof.

(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 that of the Cnmoanv, or carrying on any business capable of bein^ conducted so as dircr-llv or indirectly to benefit this Company.

(xx) To borrow, secure or raise the payment of money in such y mpnner as the Company shall deem fit by Issue nt debentures or otherwise charged with nil or any of the assels or property of the Company, or that the Company may acquire and to TPrteom, purchase tender or pay ofT any such securities and in particular to issue debeniures or debenture stock as 1h? price of any O.USPIR taken over by tbe nuibo- rity from the Union or State Government, local authority or otherwise.

(xxi) To guarantee the nayment of money unsecured m- secured by or payable under or in respect of Dromissory notes, bonds, debentures, debenture stock, contracts, mortgages, charges, obligations, instruments and securities of any company or authority, municipal, local r"- otherwise or of any person whomsoever, whether Incorporated or not and gen- erally to guarantee or become sure-ties for the performance of any contracts or obligations.

(xxii) To lend money to such persons or companies •.ind on such terms as may seem expedient and in particular to '-usfomors and others having deal- ings with the Company, and to fjuaronte" the performance of con- tracts by and such persons or companies.

(xxili) To sell, improve, manage, develop, exchange, leane, mortgage or other- wise deal with all or any part of the properties nnd rights of th'? Company.

(xxiv) To srjll the underlaying of the Comrmnv 'T any ?iart thereof for such consideration as the Company may thinkfitrnd Jri particular for sharp" debeninres, debenture stock, policies or r-ecuritiPS of ,irnT other company having oi-iects altogether or in part similar to those of t>1s Cumnnnv and to prnmot" anv company or corrnrinips fnr th^ purpose of a c q u i r i ng 1 he u r j d e r t n k i n

any of the property, rights and liabilities of 'his Company.

(xxv) To establish and supnort or aid in the ostablishm^ni and support of associations. Institutions, funds, trust? and c^-ivenienepR cnlcvilatQri to benefit employees or ox-emDloye"^ of the Cnanv or the dQrpnd^nts or connections of such persons to prarit them pensions anrl/or other allowances to make provident fund contributions for thfjlr b"nent, find to make paymenis towards in^urme^ on 1h?tr ""ives. and t-i subs^Tib¹ or tniarantce '~ioney for charitable nr berei'olent oliiopta or for tiny exhibition, or Cor any T-nblie. por^ral cr ureful nbif"t,

JiEC. 3(ii)J THE Ci -\yi£'ri L. OI' INDIA i-.XTRAOKUINARV 497

I.X.X.X) To do and carry out all or any of the above objects or things in any purls oi the ivoritl and as jj-inripals, agents, contractors, trustees or uUierw^e ;mu uy 01 u/mu^n trustees, agents or otherwise, and either alunu or jn roiiiifcClion witii others.

(xxxij To pay all the preliminary expenses ol any kind and incidental to the formation and incorporation ot the Company out of the funds ot the Company.

(xxxiij To cairy on any other business which under existing circumstances may seem capable oi being conveniently or advantageously camcrt on in connection with thn husineus of Ihe Company or calculated directly or indirecLly to enhance the valUd u± or render proHtable any pro- perLies or rights of the Company.

(xxxlii) To do all or any of the above things as are incidental or conducive to the attainment of any or all or me objects mentioned above in any part of India or in any par I. of the world either as principals, agents, trustees, contrai'toiv, or oiheiwise and by or through or in conjunction with trustees, aijcnis, sub-contractors or otherwise.

2. in paragraph V for the words and lisures "Thy 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 cror-.'s 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 oJ! the Company is R's. 10,00,00,000 (Rupees ten croreu only) divided into 1,00,000 equity shares of Rs. 1,000 each."

2. For article Gl, 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 re- muneration as he may deem fit.

(b) The Directors shall 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 deter- mine. Subject to the provisions 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 services rendered by him or them or otherwise.

(c) Subject to 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 tho Manag- ing Director on such term 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.

(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 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,—(i) in clause (5) for the words, figures and bracket "Rs. 25 lakhs (Rupees twenty five lakhs)", the words, figures and bracket "Rs. 50 lakhs (Rupees fifty lakhs;" shall be substituted;

01) for clause (21), the following clause shall be substituted, namely: — "(21) To appoint and at their discretion remove or suspend such secretaries, officers, clerks, agents and servants as they may from time to time think lit, and t0 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, provided that the approval of the President is obtained for appointment in the higher category of posts (Rs. 2,500-;l,fl00 and above) of persons, who have already attained the age of 58 years."

G- For article 81, the following article shall bo 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 Direc- tor of the Company or any other person as the General Manager of such Unit.

(ii) 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)/CLl 11/68.]

By order of the Company Law Board.

R\ PRASAD, Chairman.

PRINTED BY TIIE GENERAL MANAGER, GOVERNMENT OF INDIA PRESS, MINTO HOAD.

NEW ora.ni AND puerisHED ny THE MANAGER OF PUBLICATIONS, DELHI, m il