BSNL TOWER CORPORATION Limited
Company limited by Shares
( Some of the Articles from MOA and AOA)
1.NAME OF THE COMPANY
The name of the Company is BSNL TOWER CORPORATION LIMITED
III A 1
To acquire or to take over on going concern basis, the management, control, operations and maintenance of Telecom Tower Infra assets of Consumer Mobility Division of Bharat Sanchar Nigam Limited (BSNL), pursuant to an agreement to be entered into with the Bharat Sanchar Nigam Limited.
2.To work as Infrastructure Provider under the Infrastructure Provider Category-I (IP-I) to establish and maintain the assets i.e. Dark Fibres, Right of Way, Duct Space and Tower for the purpose to grant one lease/rent/sale basis to the licenses of Telecom Services licensed under Section – 4 of India Telegraph Act, 1885 including any re-enactments, modifications thereto, on mutually agreed terms and conditions
3.To carry on the business of study and evaluation of all set ups, process, techniques and methods for setting up of all types of Infrastructure and Telecommunication Projects, facilities or works and to install, erect, lay down, commission, establish, own operate, manage, control and administer, lease,transfer all Infrastructure and Telecommunication Projects including dark fibre, duct space, towers, switches and other related anciliary infrastructure services and to carry on the business of building, establishing, setting-up, acquiring, developing, managing, providing, operating and/or maintaining, fully or partially, infrastructure facilities of all description including, without limitation, relating to power, water supply, inland water ways, air-ports, telecommunications, roads, pipelines of all kinds and usages and other infrastructure facilities and/or to provide services for setting up of such infrastructure facilities and for the above purposes to carry on the business of engineers and general or special contractors for design, construction, manufacture, erection, maintenance,alteration, restoration work of all types and descriptions in India and overseas, ascontractors or subcontractors for the whole or part of such works including water works, oil wells, tramways, dams, bridges, underground railways, cable cars, docks, wharves, jetties, power generation and/or distribution, factories, mills, drainage and sewage works, roads, airfields, airstrips, airports, helipads, cable lines, power transmission towers, towers and networking of all types, wagons shelters and vessels of every description for use on or under the land, water and air and buildings and structures of all types and descriptions and for the purpose to acquire any lands, buildings, tenements, premises, equipments, spares/parts of all kinds, description, design, configuration and in connection therewith to provide any consultancy, project management services, hardware or software implementation, customization, certification, inspection, resource pool management in relation to all kinds of infrastructure services inter-alia including but not limited to telecom, cellular services, basic telecom services, IT enabling services, industrial purpose and other infrastructure industries and in connection therewith to acquire, sell, dispose off, lease, hire goods/services of any nature/description.
3.To build, construct, maintain, enlarge, pull down, remove or replace, improve or develop and work, manage, and control any buildings, offices, godowns, warehouses, shops, machinery and plant and telephone exchanges, telegraph office, coaxial stations, microwave stations, repeater stations,telecommunications lines, cables, towers, or any other equipment, plant,machinery connected with design, development, construction, maintenance and operation of telecommunications services and conveniences, which may seem calculated directly or indirectly to advance the interests of the Company and to subsidise, contribute to or otherwise assist or take part in doing any of these things, and/or to join with any other person and/or company and/or with anyGovernmental authority in doing any of these things.
7.To accept, design, display, publish, broadcast, transmit, distribute or reproduce in any form whatsoever advertisements and publicity and promotional material of the Company and of other persons; to acquire, dispose of and use advertising time and space in any media; to develop, produce and undertake advertising, publicity and promotional campaigns and competitions for itself and other persons; to undertake, promote and sponsor any product, service, event,individual or publication which in the opinion of the Company will promote advance or publicise any activity of the Company and generally to carry on the business of advertising, public relations and publicity consultants and agents.
48. To work in close co-ordination with the BSNL in the matters of :-
(a) Implementation of any international obligation of the Government.
(b) Implementation of any order and/or directive issued under the Indian Telegraph Act or Rules framed there under or under the Telecom Regulatory Authority of India Act, 1997, or Rules and Regulations framed there under or any office duly authorised or under any statutory modifications or re-enactment of the said Acts/Rules/Regulations for the time being in force.
54. To establish and maintain or procure the establishment and maintenance of any contributory provident funds, contributory or non-contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pension, bonus, annuities or other allowances or emoluments to any persons who are or were at any time in the employment and/or service of the Company, or of any Company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary Company or who are or were at any time the Directors or officers or staff of the Company or of any such other company as aforesaid, and the employees or ex- employees of the Company or Government Department formerly engaged in any business acquired by the Company and the wives, widows, families and dependants of any such persons, and also establish and subsidies and subscribe to any charitable or public object, institutions, society, associations, clubs or funds and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance and by building or contributing to the building of houses, dwellings, calculated to the benefit of or to advance the interests and well being of the Company or of any such other Company or Department as aforesaid or its employees and to make payment to or towards the insurance of any such person as aforesaid and to any of the matters aforesaid either alone or in conjunction with any such other company aforesaid.
V SHARE CAPITAL The authorised share capital of the Company is Rs.10,000,00,00,000 [ Rupees Ten Thousand Crores Only] divided into 750,00,00,000 (Seven Hundred and Fifty Crores ) Equity Shares of Rs.10/- (Rupees Ten) each and 250,00,00,000 (Two Hundred and Fifty Crores ) Preference Shares of Rs.10/- (Rupees Ten) each.
We the several persons whose names are subscribed are desirous of being formed into a company in pursuance of this MOA, and we respectively agree to take the number of shares in the capital of the company set against our respective names
BSNL thro its representative CMD Anupam Shrivastava 1000 shares
Sujata Ray Dir Hr and F Nominee share holder of BSNL 100 shares
Narendra Kumar Dir CFA 100 shares
Rakesh kumar Dir CM 100 Shares
Sanjay kumar PGM 100 Shares
Hem Chandra Pant Company secy CGm legal 100 Shares
Joginder Pal Chowdhary GM legal 100 shares
Narayanasamy Raghavan Ramprasad Dy Manager 100 total 1700 shares
All signed on 1-1-2018
(4) "The Company" means BSNL TOWER CORPORATION LIMITED
II. SHARE CAPITAL AND VARIATION OF RIGHTS 1. SHARE CAPITAL The authorised share capital of the Company is Rs.10,000,00,00,000 [ Rupees Ten Thousand Crores Only] divided into 750,00,00,000 (Seven Hundred and Fifty Crores ) Equity Shares of Rs.10/- (Rupees Ten) each and 250,00,00,000 (Two Hundred and Fifty Crores ) Preference Shares of Rs.10/- (Rupees Ten) each. Subject to the approval of the BSNL, the Board may, with the sanction of the Company in General Meeting increase or decrease the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.
REDEEMABLE PREFERENCE SHARES The Company shall have power to issue Preference Shares carrying right to redemption out of profits which would otherwise be available for dividend, or, out of the proceeds of a fresh issue of Shares made for the purpose of such redemption. Such Preference Shares shall be liable to be redeemed at the option of the Company, and the Board may, subject to the provisions of Section 55 of the Act, exercise such power in such manner, as it may think fit. 3. Subject to such directions as may be issued by the BSNL in this behalf and the provisions of these Articles, the Shares shall be under the control of the Board who may allot or otherwise dispose of the same to such person on such terms and conditions and at such time as the Board think fit and with power to issue any Shares as fully paid up in consideration of services rendered to the Company in its formation or otherwise, provided that where the Board decide to increase the issued capital of the Company by the issue of further Shares, the provisions of Section 62 of the Act will be complied with. Provided further that the option or right to call of Shares shall not given to any person except with the sanction of the Company in General Meeting
10. POWER TO CONVERT AND/OR ISSUE SHARES Subject to the approval of the BSNL, and these Articles, the Board shall have power, at their discretion, to convert the unissued equity Shares into redeemable Preference Shares and vice versa and Company may, subject to the provisions of the Act, issue any part or parts of the unissued Shares (either equity or preference carrying a right to redemption out of the profits or liable to be so redeemed at the option of Company) upon such terms and conditions and with such rights and privileges annexed there to as the Board at their discretion may think fit and proper. Subject to the provisions of Sections 43 and 47 of the Act and in particular, the Board may issue such Shares with such preferential or qualifying rights to dividends and for the distribution of the assets of the Company as the Board may subject to the aforesaid sections, determine from time to time.
16 REDUCTION OF CAPITAL Subject to the provision of Section 66 of the Act and to such directions as may be issued by BSNL in this behalf, the Company may, from time to time, by special resolution reduce its capital by paying off capital or cancelling capital which has been lost or is unrepresented by available assets or its superfluous by reducing the liability on the shares or otherwise as may be expedient, and capital may be paid off upon the footing that it may be called up again or otherwise and Board may subject to the provisions of the Act, accept surrender of shares.
67. REDUCTION OF CAPITAL ETC. The Company may, subject to the provisions of Section 52, 55 and 66 of the Act and such directions issued by the BSNL, in this behalf, from time to time, by Special Resolution etc. reduce its capital and any Capital Redemption Reserve Account or Securities Premium Account in any manner and with and subject to any incident authorised and consent required by law
BORROWING POWERS 72. POWER TO BORROW The Board may, from time to time, at its discretion, subject to the provisions of Section 179 & 180 of the Act, and regulations made thereunder and directions issued by the RBI raise or borrow and secure the payment of any sums or sum of money for the purpose of the Company; provided that the Board shall not, without the sanction of the Company in General Meeting borrow any sum of money which, together with moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary Course of business), will exceed the aggregate for the time being of the paid-up capital of the Company and its free reserves, that is to say, reserves not set aside for any specific purpose
89. RIGHT OF BSNL TO APPOINT ANY PERSON AS IT’S REPRESENTATIVE (1) The BSNL, so long as it is a shareholder of the Company, may, from time to time, appoint one or more persons (who need not be a Member or Members of the Company) to represent it at all or any meeting of the Members / Shareholders of the Company.
(2) Anyone of the persons appointed under sub clause (1) of this Article shall be deemed to be a Member of the Company and shall be entitled to vote and be present in person and exercise the same rights and powers (including the right to vote by proxy) as the BSNL could exercise as a Member of the Company. (3) The BSNL, may, from time to time, cancel any appointment made under sub clause (1) of this Article and make fresh appointment. (4) The production at the meeting of an order of the BSNL evidenced as provided in the Constitution, shall be accepted by the Company as sufficient evidence of any such appointment or cancellation as aforesaid
108 BOARD OF DIRECTORS The business of the Company shall be managed by the Board of Directors. 109. NUMBER OF DIRECTORS AND QUALIFICATION SHARES Subject to the provisions of Section 149 of the Act, the BSNL shall, from time to time, determine, in writing, the number of Directors, of the Company which shall not be less than 3 (three) and not more than 15 (fifteen). The Directors are not required to hold any qualification shares and their remuneration if any shall be determined by the BSNL.
110. BSNL’s POWERS TO APPOINT AND REMOVE DIRECTORS The BSNL shall have powers: (i) to appoint whole-time or part-time Chairman, whole-time Managing Director(s) or whole-time Chairman-cum-Managing Director and other whole-time Directors; (ii) to appoint the Directors representing the BSNL; (iii) to appoint non official Independent Directors;
(iv) to remove any Director including the Chairman or the Chairman-cum- Managing Director or Managing Director, if any from office at any time in its absolute discretion; (v) to fill any vacancy in the office of Chairman, Chairman-cum-Managing Director, Managing Director or Director(s) caused by removal, resignation, death or otherwise; (vi) to determine the tenure of office for the Directors so appointed from time to time. The Directors appointed by the BSNL by following due procedure, shall hold office until removed by it or until their resignation, retirement, death or otherwise.
111. FIRST DIRECTORS OF THE COMPANY The first Directors of the Company shall be:- (i) SHRI ANUPAM SHRIVASTAVA, CMD BSNL [ DIN: 06590535] (ii) SMT.SUJATA RAY, DIRECTOR(HRD) & (F) BSNL [ DIN: 07240022] (iii) SHRI NARENDRA KUMAR MEHTA,DIRECTOR (E ) & (CFA) BSNL [DIN:07247767] (iv) SHRI RAKESH KUMAR MITTAL, DIRECTOR (CM) BSNL [DIN:07334039]
114. DIRECTORS POWER TO APPOINT ADDITIONAL DIRECTOR Subject to the provisions of the Act and the approval of BSNL, he Board shall have power at any time and from time to time, to appoint any other qualified person(s) to be an Additional Director(s) but so that the total number of Directors shall not at any time exceed the maximum fixed under Article 109. Any such additional Director(s) shall hold office only upto the date of next Annual General Meeting but shall be eligible for appointment as director at that meeting subject to the provisions of Articles of Association. 115. REMUNERATION OF THE DIRECTORS The Directors so appointed shall be paid such salary and / or allowances as the BSNL may, from time to time, determine. Subject to the provisions of the Act, such reasonable additional remuneration as may be determined by the BSNL may be paid to anyone or more of the Directors for extra or special services rendered by him or them or otherwise.
130. CHAIRMAN (a) So long as the Company remains a subsidiary of BSNL, Chairman BSNL will also act as its Chairman or the BSNL may nominate a Director as Chairman of the Director's meetings and determine the period for which he is to hold office. If no such Chairman is nominated or if at any meeting the Chairman is not present within 15 minutes after the time for holding the same, the Directors present may choose one of their number to be the Chairman of the meeting (b) The Chairman may be a non-retiring Director and may be in the whole time employment of the Company. In case of a tie or equity of votes, the Chairman shall have a casting or second vote.
144. POWERS OF CHAIRMAN The Chairman shall reserve for decision of the BSNL, any proposal or decisions of the Board of Directors or any matter brought before the Board which raises in the opinion of the Chairman, any important issue and which is on that account fit to be reserved for the decision of the BSNL and no decision on such an important issue shall be taken in the absence of the Chairman appointed by the BSNL.
(11) To invest in Reserve Bank / State Bank of India / any nationalized bank or in such securities as may be approved by the BSNL and deal with any of the moneys of the Company upon such investments authorised by the Memorandum of Association of the Company andin such manner as they think fit and from time to time to vary or realise such investments.
(20) Subject to the approval of the BSNL and the provisions of Section 179 of the Act, from time to time and at any time, delegate to any person so appointed any of the powers, authorities and discretions for the time being vested in the Board other than their powers to make calls or to make loans or borrow moneys, and to authorise the Members for the time being of any such local Board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies therein and any such appointment or delegation may be made
147 MATTERS REQUIRING PRIOR APPROVAL OF THE BSNL Notwithstanding any of the provisions contained in other Articles, so long the Company remains a subsidiary Company of BSNL, prior approval of the BSNL be obtained in respect of: (1) Sale of Undertaking. (2) Borrowing of money and creation of charge/pledge over the assets. (3) Company’s long term and Annual plans for Development and Capital Budgets.
(4) Agreement(s) involving Strategic Alliance, Joint Venture or collaboration proposed to be entered into by the Company. (5) Revenue Budget of the Company in case there is an element of deficit, which is proposed to be met by obtaining funds from BSNL. (6) Transfer of Management. (7) Matters relating to share of profit. (8) Merger, Amalgamation, Acquisition, Take over. (9) Approval for amendments in Memorandum of Association / Article of Association. (10) Appointment of Chief Executive Officer(CEO), Chief Finance Officer(CFO), Chief Technology Officer(CTO) and the Company Secretary. (11) To give to any person employed by the Company a commission on the profits of any particular business transaction or a share in the general profits of the Company, and such commission or share of profit shall be treated as part of the working expenses of the Company. (12) 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 purchases, redeem or pay off any such securities. No action shall be taken
No action shall be taken by the Company in respect of any proposal or decision of the Board reserved for the approval of the BSNL until its approval to the same has been obtained. The BSNL shall have the power to modify such proposals or decision of the Board.