Key Event Details

The Members of ITL Industries Limited approved the following resolutions at their 38th Annual General Meeting held on Tuesday, September 22, 2026:

  • Adoption of new set of Memorandum of Association of the Company as per Companies Act, 2013
  • Adoption of new set of Articles of Association of the Company as per Companies Act, 2013

The meeting was held at the Registered Office of the Company situated at 111, Sector-B, Sanwer Road, Industrial Area, Indore – 452015, commencing at 11:00 A.M. and concluding at 12:15 P.M.

Changes to Memorandum of Association

The alteration of MOA was necessary to bring the existing MOA in line with the Companies Act, 2013. Key changes include:

  • The existing Clause III(B) "Objects Incidental or Ancillary to the attainment of the Main Objects" (sub-clauses 5 to 41) is replaced by new Clause III(B) "Matters which are necessary for furtherance of the Objects specified in Clause III(A)" (sub-clauses 1 to 37)
  • The existing Clause III(C) containing Other Objects is merged into the new Clause III(B) as sub-clauses 38 to 48 without deletion of any existing objects
  • The existing Clause IV "The Liability of the members is limited" is replaced by new Clause IV "The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them"
  • The existing Clause V regarding Authorized Share Capital is simplified to state: "The Authorized Share Capital of the Company is Rs. 4,00,00,000/- (Rupees Four Crores) divided into 40,00,000 (Forty lakhs only) Equity shares of Rs. 10/- (Rs. Ten only) each"

There is no change to the Main Objects under Clause III(A) which includes:

1. Manufacturing and dealing in machinery, automotive parts, and precision machine components

2. Buying, selling, manufacturing, and dealing in machinery, implements, lathes, and hardware

3. Manufacturing and dealing in iron, steel, ferrow alloys, special steels, and industrial machineries

4. Business in information technology and IT-enabled services (inserted vide EGM resolution dated 8.2.2003)

Changes to Articles of Association

The existing Articles of Association were based on the Companies Act, 1956 and contained references to specific sections of the erstwhile Act. The company adopted a comprehensive new set of Articles of Association in substitution of and to the exclusion of the existing AOA to align with the provisions of the Companies Act, 2013.

The new AOA includes detailed provisions covering:

  • Share capital structure and variation of rights
  • Further issue of shares including preferential offers and private placements
  • Share certificates and registers maintenance
  • Transfer and transmission of shares
  • Dematerialization of securities
  • Forfeiture of shares
  • Alteration of capital and reduction of capital
  • Buy-back of securities
  • General meetings and voting procedures
  • Board of directors composition, appointment, and powers
  • Dividends and reserves
  • Accounts and audit requirements
  • Winding up procedures
  • Indemnity and insurance provisions

Financial Impact

No change to the authorized share capital of Rs. 4,00,00,000/- divided into 40,00,000 equity shares of Rs. 10/- each. No financial impact quantified in the disclosure as this represents a corporate restructuring exercise to align with current legislation.

Effective Date

The new MOA and AOA were adopted pursuant to members' resolution passed at the 38th Annual General Meeting of the Company held on September 22, 2026.