THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION

A. THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:^$

• *To plan, establish, develop, provide, operate, maintain and market various services, including cable or satellite based communications and networking services or broadcasting or broadcasting content services, direct-to-home (DTH) services, satellite based transmission services and maintain telecommunication networks, systems, services including telephones, telex, message, relay, data transmission, facsimile, television, telematics, value added network services, paging cellular, mobile, audio and video services, maritime and Aeronautical communication services and other telecommunication services as are in use elsewhere or to be developed in future and to act as satellite based service provider and carry on the business of generation, distribution, redistribution, reception, transmission, re-retransmission of audio, video, data and radio signals.
• *To carry on business of manufacture, assemble, put to place, set up, plant, establish, develop, acquire, purchase, launch, relaunch, hire, lease, time share, manage, maintain, operate, run, replace, sale, upgrade, or otherwise commercially exploit, satellite, space craft, ground station assets, transponders, control stations, via uplink or downlink or otherwise for the purpose of transmitting relaying, telecommunicating, broadcasting, narrowcasting, telecasting, any form of radio, audio, video signals both terrestrially and spatially including obtaining rights of distribution and marketing of communication signals and electronic data by means of satellite, wireless, wire or other electronic or mechanical methods of delivery or otherwise and to providing consultancy services relating to telecommunication, satellite, transponder, communication, broadcasting network systems, mobile systems, telephony, information technology and exploiting software associated with provision and management of telecommunication and broadcasting / channel distribution services.

  $Title substituted vide Special resolution dated March 25, 2016
  *Inserted vide Special Resolution dated February 2, 2007

• *To receive, buy, sell, procure, develop, produce, commission, decrypt, aggregate, turnaround, encrypt and distribute various kinds of entertainment contents/software (programmes), data for their aggregation, exhibition, distribution and dissemination on TV channels / TV signals / video and audio signals, be it satellite TV channels or terrestrial TV channels or cable channels or through any other mode or through encryption, decryption of signals / channels using existing and/or emerging technologies, including distribution via internet, distribution via internet protocol or webcasting or exhibition in cinema and/or video theater in all forms, be it an analogue signals or digital signals or through sale of physical material like cassettes including audio cassettes, video cassettes, digital video discs, CD ROM’s etc. and any emerging technology.

B. MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN PART A:^$

• To construct, erect, establish factory or factories and work-shops with suitable plants, engineers, machineries, tools instruments for the manufacture and processing of materials used in the manufacture and also to carry on business of dealers, importers, exporters, agents of by-products, scrap from the main activities of the Company.
• To undertake, manufacturing of or otherwise deal in machineries, machine parts, raw materials, chemicals, machine tools, stores, gases, parts, components and their accessories and other metals and engineering products, and also to undertake manufacturing of or otherwise deal in any type of packing materials either of yarn, polythene, paper, jute, metal, Hessian wood, plastic containers, tin boxes, fiberglass as may be required in connection with Company's business.
• To acquire by purchase, lease, exchange or otherwise land, showrooms, buildings and hereditaments of any tenure of description and any estate or interest therein any rights over or connected with land or either or retain the same for the purpose of the Company's business or turn the same to account as may seem expedient.
• To take on lease, hire purchase or otherwise acquire any lands, plantations, rights over or connected with and immoveable property or any description and any interests, rights or privileges which may be deemed necessary or convenient for the business which the Company is authorized to carry on.
• To erect, construct, maintain or alter or assist in the construction buildings, erections of works acquired by the company.

  $Title substituted vide Special resolution dated March 25, 2016
  *Inserted vide Special Resolution dated February 2, 2007

• To sell, exchange, mortgage, let on lease, royalty or distribute, grant licences, easements, options and other rights over and deal with or dispose of the undertaking property, assets, rights and effects of the Company or any part thereof for such consideration as may be thought fit and in particular for stocks, shares whether fully or partly paid up or securities of any other Company.
• To sell, improve, manage, develop, exchange, lease mortgage, dispose of, turn to account, or otherwise deal in all or any part of the property and right of the Company.
• To advance, deposit with or lend, money, securities and property to or receive loans or grant or deposit from the Government or others.
• To lend money either with or without security, and generally to such persons and upon such terms and conditions as the Company may think fit.
• To guarantee the performance of the obligations of and payment of and interest on any stock, shares or securities of any company, corporation, firm or person in any case.
• To guarantee the payment of money unsecured or secured by or payable under or in respect of promissory notes, bonds, debentures, debenture - stock, contract, mortgages, charges, obligations, instruments and securities of any Company of or any authority, supreme, municipal, local or otherwise or of any persons whomsoever, whether incorporated or not incorporated and generally to guarantee or become surety for the performance of any contracts or obligations.
• To obtain, any rights, concessions, privileges, permission and the like, periodically or otherwise, which may be considered conducive to the interest or the business of the Company from any Governments, States, Municipalities, Local Boards, Museums, Libraries, or any authorities supreme, or otherwise and to carry out, use, exercise and comply with such rights, privileges, concession, permission and arrangements.
• To subscribe for, absolutely or conditionally purchase or otherwise acquire and to hold, dispose of and deal in stocks and securities or obligations or any other company whether Indian / foreign.
• Subject to the provisions of the Act to invest moneys of the company not for the time being required for any of the purpose of the Company in such investments (other than shares or stock of this Company) as may be thought proper and to hold, sell or otherwise deal with such investment.
• To borrow or raise or secure payment of money or to receive money on deposit at interest for any of the purposes of the Company, and at all such time or times and in such manner as may be thought fit and in particular, by the issue of debentures, or debenture-stocks perpetual or otherwise, including debentures or debenture - stocks convertible into shares of this or any other company or perpetual annuities and as security for any such moneys so borrowed, raised or received, or of any such debentures, or debenture-stock so issued to mortgage, pledge or charge the whole or any part of the property, assets or revenue and profits of the company present or future including its uncalled capital by special assignment or otherwise or transfer or convey the same absolutely or in trust and to give the lenders power of sale and other powers as may seem expedient, and to purchase, redeem or pay off any such securities, provided, the Company shall not carry on banking business as defined by the Banking Regulation Act, 1849 and subject to the provision of Section 73 to Section 76 of the Companies Act, 2013 and directives of the Reserve Bank of India.
• To open an account or accounts with any individual firm or company or with any Bank or Shroffs and to pay into and to withdraw money from such account or accounts.
• To draw, make, accept, discount, execute, endorse and issue bills of exchange and other promissory, notes, bills of lading, warrants, debentures and other negotiable or transferable instruments or securities.
• To apply for, purchase or otherwise acquire and protect, prolong and renew whether in India or elsewhere any patents, patent rights, brevets inventions, trademarks, designs, licences, protections, concession and the like conferring any exclusive or nonexclusive or limited right to use any secret or other information as to any invention, process or privilege, which may seem capable of being used for any of the purposes of the Company.
• To spend money in experimenting on and testing and in improving or seeking to improve any patents, rights, inventions, discoveries, processes, or information of the Company or which the Company may acquire/ propose to acquire.
• To equip expeditions and commissions and to employ, remunerate experts and other agents in connection therewith, with a view to securing any of the objects of the Company.
• To establish, provide, maintain and conduct research and other laboratories, training colleges, schools and other institutions, for the training, education and instruments to students and others who may desire to avail themselves of the same and persons connected with the business of the company and to provide for the delivery and holding of lectures, demonstrations, exhibitions, classes, meetings and conferences in connection therewith.
• To acquire and undertake all or any part of the business, property and liability of any person or Company carrying on any business which this Company is authorized to carry on or possessed of property suitable for the purposes of the company.
• To take part in the supervision or control of the business or operations of any company or undertaking and for that purpose to appoint and remunerate any Directors, Accountants or other experts or agents.
• To procure the registration or incorporation or recognition of the Company in or under the laws of any place in India or outside India and regulate agencies for the purpose of company's business.
• To form, incorporate or promote any Company or Companies whether in India or in any foreign country, having among its or their objects, the acquisition of all or any of the assets or control management or development of the opinion of company could or might directly or indirectly assist the company in the management or its business or the development of its properties or otherwise prove advantageous to the Company and to pay all or any of the costs and expenses incurred in connection with any such promotion or incorporation and to remunerate any person or company in any manner it shall think fit for services rendered or to be rendered in obtaining subscriptions for or for guaranteeing the subscriptions of or the placing of any shares in the capital of the Company or any bonds, debentures, obligations or securities of the company or any stock, shares, bonds, debentures, obligations or securities of any other company may have an interest or in or about the conduct of its business or in or about the promotion or formation of any other company in which the company may have an interest.
• To amalgamate, enter into partnership or into any arrangement for sharing profits or into any union of interest, joint-venture, reciprocal concession or company or companies carrying on, or engaged in or about to carry on or engaged or being authorized to carry on or engage in, any business or transaction which this company is authorized to carry on or engaged in or any similar business or transaction.
• To enter into any arrangements and to take all necessary or proper steps with Governments or with other authorities, imperial, supreme, national, local, municipal or otherwise of any place in which the company may have interests and to carry on any negotiations or operations for the purpose of directly or indirectly carrying out the objects of the company of effecting any modification in the constitution of the company or furthering the interests of its members and to oppose any such steps taken by any other company, firm or person which may be considered likely directly or indirectly to prejudice the interests of the company or its members and to promote or assist the promotion, whether directly or indirectly, any legislation which may seem disadvantageous to the Company and to obtain from any such Government authority or any company or charters, contracts, which the company may think it desirable to obtain and carry out, exercise and comply with any such arrangements, charters, decrees, rights, privileges or concessions.
• To adopt such means of making known the business of the company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations.
• To undertake and execute any trust, the undertaking of which may seem to the company desirable, either gratuitously or otherwise.
• To apply the assets of the company in any way in or towards the establishment, maintenance or extension or any association, institution or fund in any way connected with any particular trade or commerce generally including any association institution or fund for the protection of master, owners and employers against loss by bad debts, strikes, combinations, fire accidents or otherwise or for the benefit of any clerk, workman or others at any time employed by the company or any of its predecessors in business of their families or dependent and whether or not in common with other persons or classes of persons and in particular or friendly, cooperative and other societies, reading rooms, libraries, educational and charitable-institutions refactories, dining and recreation rooms, churches, chapels, schools, and hospitals and to grant gratuities, pensions and allowances and to contribute to any funds raised by public or local subscription for any purpose whatsoever.
• To make donations to such persons or institutions either of cash or any other assets as it may be, though directly or indirectly, expedient.
• To communicate with chambers of commerce and other mercantile public bodies throughout the world and concert and promote measures for the protection to trade, industry and persons engaged therein.
• To amalgamate with any other company whose objects are or include objects similar to those of this Company.
• To create any reserve, sinking fund, insurance fund or any other special fund whether for depreciation or repairing, improving, extending or maintaining any property of the company or for any other purpose conducive to interest of the company.
• To distribute as bonus shares among members or place to reserve or otherwise to apply as the company may from time to time think fit, any money received by way of premium on shares or debentures issued at premium by the company and any money received in respect of forfeited shares and money arising from the sale by the company of forfeited shares subject to the provisions of the Companies Act, 2013.
• To aid, pecuniarily or otherwise any association, body or movement having for an object the solution, settlement or surrounding of industrial or labour problems or troubles or the promotion of ship industry or trade or other business carried on by the company.
• To subscribe or guarantee money for national, charitable, benevolent, public, social, general utility objects or for any exhibition.
• To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and convenience calculated to benefit persons who are or have been Directors of or who are or have served the company or any company which is a subsidiary or associate of the company or its predecessors in business or the dependents or connections of such persons and to grant pensions and allowance and to make payment towards insurance.
• To carry on business either as principals, agents, lessors, trustees, contractors, or otherwise, and either alone or in conjunction with others, and either by or through, agents, subcontractors, trustees or otherwise.
• Subject to provision of the Companies Act to distribute all or any of the property of the company amongst the members in specie or kind in the event of winding up of the company.
• To help, promote, implement, contribute to rural development schemes, association, clubs and institutions connected with rural development.
• To purchase or otherwise acquire land with or without buildings and machinery or to accept without buildings and machinery or to accept thereof, and on such land to erect buildings also to purchase and erect plant and machinery for the works and purposes of the company.
• To dig wells and tube-wells in the land, belonging to the company or otherwise taken on lease and to make, build and construct, lay down and maintain any reservoirs, cisterns, culverts, flower-beds, mains and other pipes for purposes of storing and distributing water in the land of the company for distributing water in the land of the company for its proper maintenance, utility and cultivation.
• To develop the recourses and turn into account the land, buildings for the time being of the company in such manner as may be deemed fit and in particular by clearing, draining, fencing, planting of fruit trees, gardening, dairy and agricultural farming or otherwise as may considered suitable for the beneficial interest of the company.
• To establish, maintain or otherwise subsidise any research laboratories, refineries or chemical workshops for the purpose of conducting scientific and technical research pertaining to or connected with any of the business or industry which this company is authorized to carry on under the memorandum of association and thereby to improve or otherwise to make use of the inventions, discoveries, processes, technical know-how, patents and rights, resulting from such scientific and research and to enter into Technical or Management collaboration with Indian or Foreign Parties.
• To remunerate or otherwise assist, any person, firm or company for the services of technical nature rendered in India or elsewhere for conducting any research or experiments.
• To provide for the welfare of the officers, employees, ex-employees of the company and the wives, widows and families or the dependent or the connections of such persons, buildings or contributing to the building of houses, dwelling, or chawls or any grant of money, pensions, allowances, bonus or other payments, or by creating and from time to time subscribing or contributing to provident or other associations, institutions, funds of trusts, and by providing or subscribing or contributing towards places of instructions recreation, hospitals, and dispensaries, medical and other attendance or other assistance as the company shall think fit and subscribe or contribute to assist or to guarantee money to charitable, benevolent, religious, scientific, national, public or any other institutions and objects which shall have any moral or other claim to support or aid by the company either by reason of location or operation or of public and general utility or otherwise.
• To carry on the business of manufacturer, assembler, dealer, distributor, agent, indentor, importers, exporters, leasing, hiring, selling or otherwise exploiting telecommunication hard-ware, accessories, equipment, instruments systems, sets, decorders required for Telecommunication and Broadcasting services, systems or networks.
• To plan, establish, develop, provide, operate and maintain subscribers or customers management services including data processing billing for services provided to subscribers of telecommunication, broadcasting, telecasting services and to collect and settle revenue, rental, leased charges or other charges payable to the company by persons, companies, agencies and administrations for the services provided and to utilize the same for furtherance of activities of the company.
• To plan, establish, setup, develop, manage, provide, operate and maintain telecommunication systems, networks, leased telecommunication services and control stations, ground station, fixed or mobile uplinking stations, relay stations, gateways, antennas, cable networks, headends, control towers and other equipments for the purpose of communication, broadcasting or telecast.
• To enter into bilateral/multilateral ownership agreements with foreign administrations, communications, entities and service agencies for telecommunications, network system and services.
• To acquire from any person, firm or body corporate whether in India and/or outside India in the public or private sector, technical information, know-how, process engineering, manufacturing and operating data, plans, layouts and blue prints useful for design, erection, construction, commissioning, operation and maintenance of plant and equipment required for any of the business of the company and to acquire any grant or licence and other rights and benefits in the foregoing matters and things.
• To plan, establish, acquire, develop, manage, maintain in India or outside India any plants, equipments and auxiliaries which can be advantageously utilized by the company to attain its objects and carry on operations or business of any nature which the company from time to time may deem fit or expedient to carry on in connection with its business at any time being conducted.
• To build, construct, maintain, enlarge, pull down, remove or replace, dispose off, improve or develop and work, manage and control any buildings, offices, godowns, warehouses, shops, machinery and plant and telephone exchanges, telex exchanges, message relay systems, microwave stations, repeater stations, telecommunications lines, cables, towers or any other equipment, plant and 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 governmental authority in doing any of these things.
• To engage in research, development study and experiments relating to all the aspects of telecommunications to collect, prepare and distribute information and statistics relating to any of the aspects pertaining to telecommunications working in India or outside India and to promote or propose such methods, studies and measures as may be considered.
• To receive or pay remuneration, assist and finance in India and/or outside India any industrial undertaking project or enterprise whether owned or run by Government, Statutory Body, Private Company firm or individual with capital credit or resources for execution of its work and business by or to the Company.
• To design, establish, provide, maintain and perform engineering, technical and consultancy services for any administration, person, firm or body corporate for development of satellite transponder or telecommunications projects of all types/descriptions in India and outside India including but not limited to surveys of all types, feasibility reports, detailed project reports, techno-economic investigations, supply of basic engineering and detailed design and making drawings, layouts and blue print for construction of telecommunication facilities, preparation of tender documents, tender evaluation, purchase assistance, construction, supervision, project management, acceptance testing, commissioning, maintenance, training of personnel and such other services.
• To receive engineering, technical and management consultancy services for telecommunications but not limited to engineering, commercial and operational management of telecommunications systems, market research and personnel management.
• To acquire concession or licences granted by and to enter into contracts with the Government of India or the Government of any State in India or any Municipal or Local Authority, Company or person, for the construction, maintenance and operation of any electric installation for the production, transmission or use of electric power lighting, heating, signalling, telephonic or traction, water pumping and distribution thereof or motive purpose including the application thereof the railways, tramcars, omnibuses, carriages, ships and ports conveyances and objects or any other purpose and to appoint agents to act on behalf of the company for all or any such activities.
• *To engage in the process of digitizing, cataloging and enabling the search, retrieval, management, delivery and secure sale of media assets such as audio, video, text, data and/or images, bibliography of films, entertainment programmes, musical videos, clippings, entertainment events, game shows, talk shows, news shows, current affairs programme etc., and heritage, preservation, archives and all related areas; to acquire copyrights, cable rights, satellite rights, cinema and video rights, pay per view right, pay per telecast right, rights of reproduction, dubbing and all other rights in respect thereof; to carry out, undertake, organize and provide all facilities for research and development.
• *To engage in the business of subscriber management services including billing services, payment handling, credit card gateways, interfaces with authorization system, customer care, price and product handling, subscription handling, conditional access system interfaces, middleware services, managing / running call centers, market research, mass communication services and to provide all these services through access and to configure, construct, install, commission and operate a comprehensive subscriber management system including but not limited to billing system, subscriber's information and request entitlement management messages and subscriber authorization system.
• *To engage in the process of digitizing, cataloging and enabling the search, retrieval, management, delivery and secure sale of media assets such as audio, video, text and/or images, bibliography of films, entertainment programmes, musical videos, clippings, entertainment events, game shows, talk shows, news shows, current affair programmes etc., and heritage, preservation, archives and all related areas; to acquire copyrights, cable rights, satellite rights, cinema and video rights, pay per view right, pay per telecast right, rights of reproduction, dubbing and all other rights in respect thereof; to carry out, undertake, organize and provide all facilities for research and development.

  *Inserted vide Special Resolution dated February 2, 2007

• **To buy, purchase, lease, receive, assemble, import, charter, hire, rent or otherwise acquire and / or to sell, re-sell, distribute, deal, lease, improve, manage, develop, exchange, alter, export, give, provide, hire-out, rent, lease out or otherwise deal in any manner, in all kinds of equipment, hardware, capital goods, dish antennas, consumer premises equipment, motor vehicles, automobiles, aircrafts, aero-engines, chattels, movable assets, plants and machinery etc. including all components, parts, accessories, equipment(s), apparatus, spares and consumables thereof, and to authorise anybody or any authority or Company to use the same or any part thereof, and/ or to establish and/or maintain any agencies in any part of the world or to enter into partnership, or into any arrangement for any of the above purposes.
• ***To undertake Corporate Social Responsibility ("CSR") activities in terms of the provisions of the Companies Act, 2013 and Rules made thereunder or in such other manner as the Company deems fit.
• ***To manufacture, assemble, put to place, set up, plant, establish, develop, acquire, purchase, launch, re-launch, hire, lease, time share, manage, maintain, operate, run, replace, sale, upgrade, or otherwise commercially exploit, ground station assets, satellite transponders, control sections, via uplink or downlink or otherwise for the purpose of transmitting, relaying, telecommunicating, broadcasting, narrowcasting, telecasting, any form of radio, video signals both terrestrially and spatially.
• ***To plan, establish, develop, provide, operate and maintain cable and / or satellite based communications or broadcasting or telecommunication networks, systems, services including but not limited to cable / satellite based audio and video services, value added network services, data transmission, telephones, facsimile, television, paging cellular, mobile, maritime and aeronautical communication service and other telecommunication services as are in use elsewhere or to be developed in future and to act as satellite based service provider and carry on generation, distribution, redistribution, receiver, transmitter of audio, video and radio signals.
• ***To provide consultancy services relating to telecommunication, channel & content, satellite, transponder, communication broad casting network systems, mobile systems, telephony, information technology and exploiting software associated with provision and management of telecommunication service.
• ***To act as Internet Service Provider and undertake any and all kinds of internet / web based activities and transactions including but not limited to providing the internet access and data communication services, with or without content, by telecommunication networks, optical fibres or otherwise by any other means whatsoever, and to provide basic and value added internet service; to design, develop, sell, provide, maintain, market, buy, import, export, sell and license computer software, hardware, computer systems and programs products, services and to give our computer machine time and collecting, collating, devising other systems including software programs and systems.

  **Amended and substituted vide Special Resolution dated March 25, 2016
  ***Inserted vide Special Resolution dated March 25, 2016

• Any shares in the original or increased capital may from time to time be issued with any such right to preference whether in respect of Dividend, or repayment of capital or both, or on the footing that any such shares may be determined and provided by the Articles of Association of the Company and the Companies Act, then in force.
• The right of holders of any class of shares for the time being forming part of the capital of the company may be modified, affected, varied, extended or surrendered either with the consent in writing of the holders of three fourth of the issued shares of that class or with the sanction of a special resolution of the members of that class provided by Articles by Association of the Company and the Companies Act, then in force.

$$Amended vide Special Resolution dated March 25, 2016
$$$Amended vide Resolution dated November 26, 2012