THE COMPANIES ACT 2013

COMPANY LIMITED BY SHARES

Memorandum

and

Articles of Association

of

XXX PRIVATE LIMITED

 THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF

XXX PRIVATE LIMITED

I. The name of the company is XXX PRIVATE LIMITED

II. The Registered Office of the company will be situated in the state of TAMILNADU
(Vide special resolution passes at the EGM held on 14.07.1991 and as per
Company Law Board, Southern Region Bench Order dated 20.10.1992).

III. The objects for which the company is established are :

[A] THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON

ITS INCORPORATION ARE:

1. To carry on the business of promoting or assisting in promoting industrial,

trading or business enterprises and providing industrial finance whether by
way of making loans or advances to or placing deposits with or subscribing to
the capital, debentures, bonds or securities of any company, body corporate,
firm association or person or to guarantee the obligations for performance by
any company, body corporate, fir, association or person and to carry on all
kinds of finance operations including providing venture capital, factoring,
financial software and finance services of all kinds whether or not expressly
mentioned herein.

2. To carry on and undertake the business of finance and to finance lease

operation and hire purchase scheme of all kinds that the company may think
fit and to assist in deferred payment on similar transactions and to subsidise
finance or assist in subsidizing or financing of any goods, articles or
commodities of all and every kind and description upon any terms
whatsoever and against the security of all forms of immovable and movable
property such as land and building, plant & machinery, equipments, ships,
aircrafts, automobiles, computers and all consumer, commercial and industrial
items.

3. To carry on the business as merchant Bankers, Registrars to the issues, Share

Transfers Agents, investments advisors, Portfolio managers, trustees of
debenture holders, Lead managers to the issue, management of security
offering, issue of corporate bodies including making arrangement for selling or
buying or subscribing to or dealing in securities, to underwrite issues and to
undertake all other matters connected with issues/ offering of securities,
venture capital fundings, mutual funds, factor, factoring services, bills

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 discounting, project appraisals, loan syndication, non fund based financial
services including risk management, international financial advisory service,
investment banking and other ancillary financial services including financial
consultancy.

4. To acquire and hold one or more membership in stock/ security Exchange,

National Stock exchange, OTC Exchange, trade and industrial associations,
chamber of commerce, commodity exchange, clearing houses or associations
or otherwise in India or any part of world.

5. To carry on business of foreign exchange dealer, money changer, authorized

dealer of foreign currency, forex consultants and to buy and sell foreign
exchange in all lawful ways in compliance with the relevant laws of India and
of the foreign country concerned in that behalf and generally to invest and
deal with the moneys of the company in or upon such securities and in such
manner as from time to time determined.

6. To manufacture, buy, sell or otherwise deal in all chemicals, fertilizers,

pesticides, insecticides, herbicides, weed killers, detergents, all types of
glasses, enamels, ceramics, clay wares, porcelains, fruit and food preservatives,
flaming proofing and fire extinguishing chemicals, leather tanning chemicals,
paints, varnishes, pharmaceuticals, cosmetics, photographic chemicals, papers
and textiles, abrasives, adhesives, cutting fluid, electrodes, explosives, fluxed,
hydraulic fluids, isotopes, nylons, picking baths, plant foods, plaster of Paris,
plastics, refractoriness, rubber, scraps, scratch and wire drawing machines.

7. To carry on the business of printing and allied matter of printing.

8. To issue subscribe for, take , acquire and hold, sell and deal in shares, stocks,
bonds or securities of any government, Local authority or company.

9. To manufacture various inorganic and organic compounds.

10. To carry on the business and execute any kind of agency business and also
trust of all kinds.

11. To carry on the business of conventional and/ or non conventional generation

of electricity, consumption, distribution, and sale or otherwise disposed.
[In Clause III (A) point nos. 6 to 12 added vide special resolution passed at
the EGM held on 27.08.2007].

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[B] MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF
THE OBJECTS SPECIFIED IN CLAUSE III [A] ARE:

1. To enter into partnership or into any agreement for sharing profits, union of
interest, Co operation, joint venture, reciprocal concessions or otherwise
either in part or whole with any person or company (ies), foreign or
otherwise, carrying on or engaged in or about to carry on or engage in any
business or transaction capable of being conducted so as indirectly to benefit
this company.

2. To apply for, purchase or otherwise acquire or develop any patents,

brevests, process, copyrights, Trademarks, developments, inventions,
licences, concessions and the like subjects to royalty or otherwise conferring
any exclusive or non exclusive or limited right to use any secret or other
information to any invention which may seem capable of being used for any
of the purposes of the company or the acquisition of which may seem
calculated directly or indirectly to benefit the company and to use, exercise,
develop, work, manage, sell or let, or grant licence in respect of or
otherwise turn to account the property rights or information so required or
otherwise belonging to the company.

3. To establish, appoint, regulate and discontinue offices, agents,

representatives, distributors or in all such places as the company may from
time determine for carrying out all or any of the company’s objects and to
act as agents for others.

4. To purchase, own, take or in exchange or otherwise acquire and undertake

all or any part of the business, rights, privilege, property and liabilities of and
to amalgamate with any company having objects altogether or in part similar
to those of the company and to lend money, to guarantee the performance
of or subsidise or otherwise assist any such company.

5. To receive money on deposits or loan or borrow or raise money, in such

manner and upon such terms and conditions as the company may think fit
within the permissible limits and particularly by the creation or issue of
deposits, receipts, bonds, mortgages, debentures, debenture stock or other
Securities, either perpetual or terminable and charge specifically or by way of
floating charge otherwise, upon all or any part of undertaking, property and
rights of the company (either present or future or both) including its
uncalled capital or not so charged and to redeem purchase or pay off any
such securities and to remunerate any trustee appointed in connection with
any such securities and to issue any such securities at a discount, premium or
otherwise and in such manner as may be thought fit and with or without any
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 special rights, privilages or conditions as to redemption, surrender, drawings,
conversion into shares attending at meetings of the company, appointment of
directors or otherwise and so that any such securities may be made
assignable free from any equities between the company and to person or
persons and so that upon an issue of debentures, stock debentures may if
thought expedient be issued to trustees as part of this security. But the
company will not carry on any banking business within the meaning of the
Banking Regulation Act, 1949.

6. To enter into any arrangement with any government or authority supreme,

public, municipal, local or otherwise, and to obtain from any such
government or authority any rights, concessions and privilages that may
seem conductive to the company’s object or any of them, and to carry out
executive and comply with any such arrangements, rights, concessions and
privilege.

7. Subject to the provisions of the Companies Act, 2013 including the rules and
regulations made therein and the directions issued by Reserve Bank of India to
borrow, raise or secure the payment of money or to receive money as loan,
at interest for any of the objects of the company and at such time or times as
may be expedient, by promissory notes, bills of exchange, hundies, bills of
lading, warrants or such other negotiable instruments of all types or by taking
credit in or opening current accounts or over-draft accounts with any person,
firm, bank or company and whether with or without any security or by such
other means, as may deem expedient and in particular by the issue of
debentures or debenture stock, perpetual or otherwise and in security for any
such money so borrowed, raised or received and of any such debentures or
debenture stock so issued, to mortgage, pledge or charge the whole or any
part of the property and assets of the Company both present and future,
including its uncalled capital, by special assignment or otherwise or to 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 such securities provided that the Company shall not carry on the
business of banking within the meaning of the Banking Regulation Act, 1949.

8. To apply for or join in applying to and obtaining from any parliament or

legislative authority or government or any supreme, public, local authority or
other authority or body with any landholders or other persons, for any Acts
of parliaments, or other Acts of legislature, laws, decrees, concessions,
orders, rights, or privilages or authority that may seem conductive to the
company’s objects or any of them or as may seem expedient to obtain any
provisional order or Act of parliament for enabling the company to carry any
of its objects into effects.

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9. To make such arrangements as the company may deem fit for the holding of
any property of the company in the name of Trustee or trustees for the
company.

10. To deal, improve, develop, exchange and enfranchise, lease out, mortgage,
dispose off, turn to account, or otherwise deal with the whole or any part of
the undertaking business or property or sites of the company either together
or in such portion and for such consideration as the company may think for.

11. To establish such competitors as may be lawful for any of the purposes of
the company and to offer and grant prizes, awards, and premiums of such
character and on such terms as may seem expedient.

12. To advertise and publicise or promote, the sale of any goods, articles or
things traded or dealt in by the company in any manner as may be deemed
expedient including advertising in the press, posting of bills, the issue or
publication of circulars, pamphlets, price lists, leaflets, catalogues, brouchures
or by the circulation of mementoes, gifts and other articles.

13. To remunerate any person, firm or company rendering or agreeing to render

services to the company either by cash payment or by issue and allotment to
him or them of shares or securities of the company credited as paid up in full
or in part or otherwise as may seem expedient.

14. Subject to the provisions of Section 180 of the Companies act, 2013, to
subscribe or contribute or otherwise to assist or guarantee money for any
charitable, benevolent, religious institutions or any other institutions or
objects or any exhibition or for any public, general or useful object.

15. Subject to the provisions of the Companies Act, 2013 to amalgamate with any
other Company having objects altogether or in part similar to those of this
Company.

16. To provide for the welfare of employees or ex-employees (including

Directors and other officers) of the Company and the wives and families or
the dependents or connections of such persons, by building or contributing to
the building of houses, or dwellings or chawls or by grants of money, pensions,
allowances, bonus or other such payments or be creating and from time to
time, subscribing or contributing to provident fund and other associations,
institutions, funds or trusts, and/or by providing or subscribing or contributing
towards places of instruction and recreation, hospitals and dispensaries,
medical and such other attendances and assistance as the Company shall
determine.

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17. To establish and maintain laboratories for purposes of research and
development and to acquire all necessary scientific and other equipment for
the purpose.

18. To advance money not immediately required by the Company or give credit
to such persons, firms or companies and on such terms with or without
security as may seem expedient and in particular to customers of and such
others having dealings with the Company and to give guarantees or securities
of any such persons, firms, companies as may appear proper or reasonable
provided that the Company shall not carry on the business of banking, within
the meaning of Banking Regulation Act, 1949.

19. To amalgamate, with any other company having objects altogether or in part
similar to those of this company.

20. To create any depreciation fund, reserve fund, sinking fund or any other such
special fund, whether for depreciations, repairing, improving, extending or
maintaining any of the properties and assets of the Company or for
redemption of debentures or redeemable preference shares, worker’s welfare
or for any other such purpose conducive to the interest of the Company.

21. To pay all costs, charges and expenses, preliminary and incidental to and for
the promotion, formation, establishment and registration of the company and
of the transfer to the company of any property acquired by the company.

22. Subject to the provisions of the Companies act, 2013 to distribute any of the
property of the company among the members in specie or kind in the event of
its being wound up.

23. To acquire and undertake the whole or any part of the business, property and
liabilities 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 this company.

24. To establish, provide, maintain and conduct or otherwise subsidise

laboratories and experimental workshops for scientific and research or
inventions by providing, subsiding, endowing or assisting laboratories,
workshops, libraries, lectures, meetings and conferences and by providing or
contributing to the award of scholarships, prizes, grants or otherwise
generally to encourage, promote and reward studies, researches,
investigations, experiments test and invention of any kind that may be
considered likely to assist any business which the company is authorized to
carry on.

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25. To agree to refer to arbitration disputes present or future of the company
and any other company, firm or individual and to submit the same to
arbitration to an arbitrator in India or abroad and either in accordance with
Indian or any other Foreign system of law.

26. To provide for the catering in industrial classes, workman and other staff with
lodgings, and dwellings free or at price with or without profit as may be
determined from time to time and also public call offices, post offices in
connection with the main objects of the company.

27. To undertake the payment of all rent and the performance of all covenants,
conditions and agreement contained in and reserved by any lease that may be
granted or assigned to or to be otherwise acquired by the company and to
purchase the reversion or otherwise acquired the freehold or any part of the
leasehold lands and buildings for the time being the property or in the
possession of the company.

28. Subject to the provisions of the Companies Act, 2013 to reserve or to

distribute as dividend or bonus amongst the members or otherwise to apply
as the company may from time to time think fit any moneys received by way
of premium on shares or debentures issues at premium by the company,
moneys arising from the sale by the company of forfeited shares.

29. To undertake and execute any contracts for works involving the supply or use
of the company’s products, and to carry out any ancillary or other works
comprised in such contracts.

30. To enter into contracts, agreements and arrangements with any other
company for the carrying out by such other company on behalf of the
company any of the objects for which the company is formed.

31. To employ experts to investigate and examine into the conditions, prospects,
value and circumstances of any business concern and undertaking and
generally of any assets, property or rights.

32. To import and export all kinds of plant, machinery, apparatus, tools, utensils,
materials and things necessary or convenient for carrying on any of the main
objects of the company.

33. Generally to do all such other things as may appear to be incidental and may
be conductive to the attainment of the above or any of them.

34. To carry on the business of Aquaculture, floriculture, Horticulture and

agriculture, Dairy Farming and products and Processors and dealers in milk
and milk products, cultivation of teak.
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 35. To manufacture, produce, refine, prepare, extract, store, sell and to generally
trade and deal in all or any kind of vegetable, edible oils and solvent
extraction.

36. To carry on the business of Real Estate, land developers, contractors,

designers and builders.

37. To operate motor transport of all kinds and to deal , hire, undertake repair of
cars, trucks, tractors, two wheelers, scooters.

38. To explore, acquire, take on lease or on royalty basis mines, quarries, and to
deal in such materials.

39. To carry on the business of leasing and hire purchase company and to acquire,
to provide on lease or to provide on hire purchase basis all types of industrial
and office plant, equipment, machinery, vehicles, buildings and real estates,
consumer durables required for manufacturing, processing, transportation,
trading business, other commercial and service business and domestic use.

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.

V. A) The Authorised share capital of the company is ` 20,00,00,000 /- (Rupees

Twenty crores only) divided into 20,00,000 (Twenty Lakhs only) shares of `
100(Rupees Hundred only) each with power to increase or reduce the same
in accordance with relevant provisions of the Companies Act, 2013.

B) The share Capital of the company (whether original, increased or reduced) may
be sub-divided, consolidated or dividend into such classes or shares as may be
allowed under the law for the time being in force relating to companies with
such privilages or rights as may be attached and to be held upon such terms as
may be prescribed by the regulations of the company.

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VI. We, the several persons, whose name and address are subscribed, are desirous
of being formed into a company in pursuance of this memorandum of association,
and we respectively agree to take the number of share in the capital of the
Company set against our respective names:-

No. of
Equity Names, Addresses,
Names, Addresses,
Shares Descriptions ,
Descriptions , Occupations &
taken by Occupations & Signature
Signature of Subscribers
each of Subscribers
subscriber

Sd/-

10000

Sd/-
Sd/-
5000

Total Shares Taken 15000

(Fifteen
thousand
Only)

Dated

Place: MADRAS

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 THE COMPANIES ACT, 2013
(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

XXX PRIVATE LIMITED

(Incorporated under the Companies Act, 1956)

[These Articles of Association were adopted in substitution for and to the entire
exclusion of the earlier Articles of Association at the Annual General Meeting of the
Company held on September 30th, 2015]

CONSTITUTION OF THE COMPANY

Constitution 1. Subject as hereinafter provided the Regulations contained in

Table 'F' in the Schedule I to the Companies Act, 2013 shall
apply to the Company so far as they are applicable to Private
Company except so far as they have implied or expressly,
modified by what is contained in these Articles mentioned as
altered or amended from time to time.

INTERPRETATION CLAUSE

Interpretation 2. The marginal notes hereto are inserted for convenience and shall
not affect the construction thereof. In these presents
the following words and expressions shall have the following
meaning unless excluded by the subject or context. But for these
words or expressions contained in these regulations shall bear the
same meaning as in the Act or any statutory modification thereof
in force at the date at which these regulations become binding on
the company.

"The Act" (a) "The Act" means "The Companies Act, 2013" as amended
or replaced from time to time and for the time being in
force and includes where the context so admits any re-
enactment or statutory modification thereof.

"Article" (b) "Article" means Articles of Association of XXX

PRIVATE LIMITED.

"The Board" (c) "The Board" means a Meeting of the Board of Directors,
or "The Board including a Committee of the Board Of Directors, duly
of Directors" called and constituted, as the case may be, Directors
assembled at a Meeting of the Board or a Committee or
the requisite number of Directors entitled to pass a
Circular Resolution in accordance with these Articles.

"The (d) "The Company" means " XXX PRIVATE LIMITED".

Company"
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"Directors" (e) "Directors" means the Directors for the time being of the
Company or as the case may be, the Directors assembled
at a Board Meeting.
“Dividend” (f)
“Dividend” shall include interim dividend and bonus shares.

"In Writing" or (g) "In writing" and "Written" include printing, lithography,
"Written" typewriting or any other usual substitutes for writing.

"Members" (h) "Members" means the Members for the time being of the
Company holding a share or shares of any class.

"Month" and (i) "Month" and “Year means a Calendar month and a Financial
“Year” Year respectively.

"Paid-up" (j) "Paid-up" shall include "Credited as Paid-up".

"Person" (k) "Person" shall include any Corporation.

"Proxy" (l) "Proxy" includes Attorney duly constituted under Power of

Attorney.

"The Office" (m) "The Office" means the Registered Office for the time
being of the Company.

"The Register" (n) "The Register" means the Register of the Members, being
kept pursuant to the Act.

"Seal" (o) "Seal" means the Common Seal for the time being of the
Company.

"Special (p) "Special Resolution” and "Ordinary Resolution" have the

Resolution and meaning assigned to them respectively in the Act.
"Ordinary
Resolution"
Singular to (q) Words importing the singular number shall include the
include plural plural number and vice versa and words importing the
and so do masculine gender shall include the feminine gender and vice
gender versa.

Words (r) Subject as aforesaid any words or expressions defined in

referred to in the Act shall, except where the subject or context forbids,
the Act bear the same meaning in these Articles.

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 COMPANY
Private 3 The Company is a Private Limited Company within the meaning of
Company Sub-section 68 of Section 2 of the Act and accordingly

Minimum i) The minimum prescribed paid-up capital of the Company shall

prescribed be such amount as may be prescribed, and
capital
ii) By its Articles –

Transfer a) Restricts the right to transfer its shares except as

rights hereinafter provided.
restricted
Limiting the b) Limits the number of its Members to Two Hundred not
number of including persons who are for the time being in the
Members employment of the Company and persons who having
been formerly in the employment of the Company were
Members of the Company while in that employment and
have continued to be Members after the employment
ceased.

Provided that where two or more persons hold one or

more shares in the Company jointly, they shall for the
purpose of this Article be treated as a single Member.

Public c) Prohibits any invitation to the public to subscribe for any

subscription shares in, or debentures of, the Company.

SHARE CAPITAL AND VARIATION OF RIGHTS

Share Capital 4. The Authorized Share Capital of the Company is ` 20,00,00,000/-

( Rupees Twenty Crores only) divided into 20,00,000 (Twenty
Lakhs only) Equity Shares of ` 100/- each with rights, privileges and
conditions attaching thereto, for the time being, with power to
increase or reduce the capital of the Company or divide the share
capital into several classes and to attach thereto respectively, such
differential or preferential rights, privileges or conditions as may be
determined from time to time by the Board of Directors of the
Company and to vary, modify, abrogate any such rights, privileges or
conditions in such manner as may, for the time being, be provided
for by these presents.

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Issue and / or 5. Subject to the provisions of the Act and whatever stated in Article
Conversion 4 herein above, the Board may, at their discretion, through a duly
into Shares convened Board Meeting, issue and / or convert the un-issued
with Equity Shares or Preference Shares into equity shares with
differential differential rights or preference shares or redeemable preference
rights shares and vice versa and such shares may be issued upon such
terms and conditions, rights and privileges and with such differential,
preferential or qualified right as to voting rights or dividends and as
to participation in the distribution of assets of the Company as the
Board may, subject to the provisions of the Act, determine from
time to time.

Shares under 6. Subject to the provisions of the Act and the Articles, the shares in
the control of the capital of the Company, for the time being, (including any shares
Directors forming part of any increased capital of the Company) shall be
under the control of the Directors who may allot or otherwise
dispose of the same, through a duly convened Board Meeting, to
any one or more of them or to any other person in such
proportion and on such terms and conditions, either at a premium
or at par or at a discount (subject to compliance with the provisions
of the Act), at such time as they may, from time to time, think fit
and proper.

Power of 7 In addition to and without derogating the powers, for that purpose,
General Body conferred on the Directors under Articles 5 and 6 above, the
to offer Company in General Meeting, wherein Shareholders holding more
shares to such than 75% ( Seventy Five Percent ) of the then Subscribed Capital are
person as it present in person, may by Special Resolution determine that any
may resolve share (whether forming part of the original capital or of any
increased capital of the Company) shall be offered to such person
whether Members, Employees or Holders of debentures of the
Company or otherwise.

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Further issue 8. The Board may, at any time, through a duly convened Board
of Capital Meeting, increase the Subscribed Capital of the Company by the
issue of new shares out of the un-issued part of the Share Capital in
the original or subsequently created capital, subject to any
directions to the contrary that may be given by the Company in
General Meeting, wherein Shareholders holding more than 75% (
Seventy Five Percent ) of the then Subscribed Capital are present in
person, through a Special Resolution and such shares may be issued
to any person or persons as the Board of Directors may determine
from time to time.

Rights of 9. Subject to the right of the holders of any other shares who are
Holders of entitled, by the terms of the issue of such shares, to any differential
Equity Shares or preferential repayment over the equity shares in the event of a
winding up, the holders of the equity shares shall be entitled to be
repaid with the amount of capital paid-up on such shares and all
surplus assets thereafter shall belong to them in proportion to the
amount paid-up on the equity shares held by them as at the
commencement of the winding-up.

Variation of 10. The right attached to any class of shares (unless otherwise provided
rights for by the terms of issue of shares of that class) may, subject to the
provisions of the Act, be varied with the consent, in writing, of the
holders of not less than three-forth of the issued shares of that class
or with the sanction of a Special Resolution passed at a separate
meeting of the holders of the shares of that class. To every such
separate meeting the provisions of these Articles relating to
General Meeting shall mutatis mutandis apply, but so that the
necessary quorum shall be two persons, present in person or by
proxy, holding at least one-tenth of the issued shares of that class.

Further shares 11. The rights conferred upon the holders of the shares of any class,
ranking pari with preferred or other right, shall not, unless otherwise expressly
passu not to provided by the terms of the issue of the shares of that class, be
affect the deemed to be varied by the creation of further shares ranking pari
rights of passu therewith.
shares already
issued

Liability of 12. The joint holders of shares shall be severally as well as jointly liable
joint holders for the payment of all installments and calls due in respect of such
of shares shares.

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Trusts not 13. Save as otherwise provided by these Articles, the company shall be
recognised entitled to treat the registered holder of any shares as the absolute
owner thereof and accordingly the company shall not, except as
ordered by a court of competent jurisdiction or by any statute, be
required to or be bound by or recognize any equitable, contingent,
future or partial interest in any share, or any interest in any
fractional part of a share, or (except only as by these regulations or
by law otherwise provided) any other rights in respect of any
share except an absolute right to the entirety thereof in the
registered holder.
Issues 14. Subject to Article 8 herein, the Board of Directors may, through a
otherwise duly convened Board Meeting, issue and allot Shares in the Capital
than for cash of the Company for considerations otherwise than in cash in full or
part satisfaction of any property sold, goods transferred, machinery
or appliances supplied, acquiring or purchasing Trade Mark,
Merchandise Mark, Patents, Patent right, licenses, privileges,
processes and secrets and stock-in-trade, services rendered or to
be rendered to the Company in or about the formation or
promotion of the Company or the acquisition and / or conduct of
its business and any shares which may be so issued or allotted, may
be allotted as fully paid-up shares, and on such allotment such
shares shall be deemed to have been fully paid-up.

Acceptance of 15. An application, signed by or on behalf of the applicant, for allotment

Shares of shares in the Company, followed by an allotment of shares as
applied for or otherwise, shall be deemed to be a valid offer for and
acceptance of the shares within the meaning of these Articles and
every person who thus or otherwise accepts any shares and whose
name is on the Register of Members shall for the purposes of these
Articles be considered to be a Member.

Right to 16. Every person whose name is entered as a Member in the Register of
Certificates Members shall be entitled to receive -
(a) (i) one certificate for all the shares free of any Charge; or
(ii) Several certificates, each for one or more number of
shares in such lots as the holder of such shares may
request, free of any charge.
(b) Every certificate shall bear the Seal of the Company and shall
specify the shares to which it relates and the amount paid-up
thereon.

One 17. In respect of any shares held jointly by several persons, the
certificate for Company shall not be bound to issue more than one certificate for
joint holders the same shares and the delivery of the share certificate to one of
the several joint holders shall be sufficient delivery to all such
holders.

Replacement 18. (a) If a certificate be old, decrepit, worn out, defaced or there
and renewal being no further space on the back thereof for endorsement
of Certificates or transfer, it shall, if required, be replaced by a new
certificate, free of charge, provided however that such new
certificate shall not be issued except upon delivery of the
worn out, defaced or used up certificate, for the purpose of
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 cancellation

(b) If a certificate is lost or destroyed, the Company may, upon

such evidence and proof of such loss or destruction and on
such terms and conditions as to indemnity or otherwise, as
the Board may require, issue a new certificate free of charge.

(c) Any renewed or duplicate certificate so issued shall be

marked as such.

LIEN

Company's 19. The Company shall have a first and paramount lien upon all shares,
lien on shares other than fully paid-up shares, registered in the name of any
member, either singly or jointly with any other person and upon the
proceeds of sale thereof on all moneys called or payable at a fixed
time in respect of such shares and such lien shall extend to all
dividends, from time to time, declared in respect of such shares.

Provided that the Directors, at any time, may, through a duly

convened Board Meeting, declare any shares to be exempt, wholly
or partially, from the provisions of this Article.

Provided further that unless otherwise agreed, the registration of a

transfer of shares shall operate as a waiver of the Company's lien, if
any, on such shares.

Enforcing lien 20. For the purposes of enforcing such lien, the Board of Directors
by sale may, through a duly convened Board meeting, sell, dispose of or
auction the shares subject to such terms and conditions and in such
manner as they may think fit and proper.

Provided that no such sale, etc., shall be made until the expiration of
14 days after a notice in writing, stating and demanding payment of
such amount in respect of which the lien exists, has been given to
the Registered Holder of the shares for the time being or to the
person entitled to the shares by reason of death or insolvency of
the Registered holder.

Authority to 21. To give effect to such sale, the Board of Directors may authorise
transfer any person to transfer the shares so sold to the purchaser thereof
and the purchaser shall be registered as the holder of the shares
comprised in such transfer. The purchaser shall not be bound to see
to the application of the purchase consideration nor shall his title to
the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

Application of 22. The net proceeds of any such sale shall be applied in or towards
proceeds of satisfaction of the said moneys and the balance (if any) shall be paid
sale to the defaulting Member or the person (if any) entitled by
transmission to the shares at the date of the sale.

7
 TRANSFER AND TRANSMISSION OF SHARES

Instrument of 23. The shares in the Company shall be transferred by an instrument in

transfer writing in the prescribed form, duly stamped and signed in the
manner provided under the provisions of the Act and any
modifications thereof and the rules prescribed thereunder.

Transfer 24. (a) The instrument of transfer of any shares in the Company shall
be executed both by the transferor and the transferee and
the transferor shall be deemed to remain the holder of the
shares until the name of the transferee is entered in the
Register of members in respect thereof.

(b) Any share may be transferred by a share holder to his or her

relatives or any member of the Company or any person as
may be approved by the Board of Directors, through a duly
convened Board Meeting, as long as any relatives or any
members of the Company is / are not willing to purchase the
shares.

(c) Except as aforesaid no share shall be transferred to any

person who is not a Member of the Company or their
Relatives so long as any Member or their relatives is / are
willing to purchase the same at the fair value which may be
determined by the Board of Directors, through a duly
convened Board Meeting, having regard to the financial
position of the Company and future prospects of the
Company.

Notice to the (d) If a member who is desirous of selling his share holdings, in
Company part or in full, is not able to find another member or his
relatives to purchase his share holdings, he shall give notice
to the Company of his intention to sell his share and shall
also state the number and distinctive number of shares he
intends to sell. No transfer notice shall be withdrawn except
with the sanction of the Board of Directors.
Fixation of fair (e) Within thirty days after receipt of such notice the Board,
value of through a duly convened Board meeting, the member who
shares desires to sell his share(s) shall fix the fair value of the shares.
If the Board and the selling member are unable to agree upon
a fair value, the Company’s Auditors shall fix the fair market
value. The fair value fixed by the Auditors shall be final and
conclusive.

Circular to (f) Within one week after the fixation of the fair market value of
Members the shares the Company shall give notice to all the members
by a circular containing all the particulars and inviting the
members to communicate to the Company within fourteen
days, about their willingness to buy any share(s).

If more than (g) If more than one member is willing to purchase the shares,
one member the shares shall be divided among the proposing purchasers in
wishes to such proportion in which they already hold shares provided
8
purchase - that no proposing purchaser or purchasers shall be liable to
Procedure take shares more than what he had offered to purchase and
provided further that where shares can not be so divided as
aforesaid without creating fractions, shall be apportioned by
lot among the proposing purchasers.

Execution of (h) The selling member shall transfer the shares to the proposing
transfer, etc. purchaser(s) on receiving a communication in that regard
from the Company. If the selling Member does not transfer
the shares within fourteen days from the date of receipt of
communication from the Company, the Company on
receiving the purchase money shall affect the transfer and
direct the purchaser(s)’s name to be entered in the Register
of Members as the holder(s) of the shares. The Company
shall hold the purchase money in trust for the transferor until
it is paid to the transferor. The receipt by the Company of
the purchase money shall be a good discharge to the
purchaser(s). After his or their name(s) had been entered in
the register in exercise of the aforesaid power, the transferor
shall not question the validity of the entire proceedings.

When no (i) If the shares or any of the shares are not purchased by any
member is other member or relatives, then the member intending to sell
willing to may, after the receipt of communication from the Company
purchase that no member or relative is willing to purchase the shares,
sell them to any other persons approved by the Board,
through a duly convened Board meeting.

(j) Nothing in this Article shall prejudice any power of the Board
of Directors, to register as a shareholder any person to
whom the right to any share has been transmitted by
operation of law.

(k) Nothing in this Article shall prejudice any power of the Board
of Directors to refuse to register the transfer of shares to a
transferee, whether a member or not.

Board's right 25. (a) Subject to the provisions of the Act, the Board, at their
to refuse absolute and uncontrolled discretion without assigning any
reason, may, through a duly convened Board and within one
month from the date at which the instrument of transfer or
transmission was delivered to the Company refuse to register
any transfer of or transmission by operation of law of the
right to a share.

(b) The registration of a transfer of share shall not be refused on

the ground of the transferor being, either singly or jointly
with any person or persons, indebted to the Company on any
account whatsoever except in exercise of a lien on partly paid
share for arrears of call thereon, pursuant to Article 20
enumerated hereinabove.

(c) The right of the Board to refuse to register any transfer of

9
 share is subject to the provisions of appropriate enactments
of the Government as are in force from time to time.

Further right 26. The Board of Directors may also decline to recognise any
of Board of instrument of transfer unless:
Directors
to
Refuse to (a) The instrument of transfer is accompanied by the certificate
register of share to which it relates and such other evidence as the
Board of Directors may reasonably require to show the right
of the transferor to make the transfer; and

(b) The instrument of transfer is in respect of only one class of

share.

Right to 27. (a) In the event of death of any one or more of several joint
Transmission Shareholders the remaining survivor or survivors alone shall
of shares on be entitled to be recognised as having title to the shares.
death of
a
Member (b) In the event of death of any sole Shareholder or of the last
surviving Shareholder, the executors or administrators of
such Shareholder or other persons legally entitled to the
shares shall be entitled to be recognised by the Company as
having any title to the shares of the deceased.

Provided that on production of such evidence as to title and on

such indemnity or other terms and conditions as the Board may
deem sufficient, any person may be recognised as having title to the
shares as heir or legal representative of the deceased Shareholder.

Provided further that in any case it shall be lawful for the Board, in
their absolute discretion, to dispense with the production of
probate or letters of administration or other legal representation
upon such evidence and upon such terms as to indemnity or
otherwise as the Board may deem just and necessary.

Rights and 28. (a) Any person becoming entitled to a share in consequence of
liabilities of a the death or insolvency of a Member may, upon such
Legal evidence being produced as may from time to time be
Representativ properly required by the Board and subject as hereinafter
e provided, elect, either –

(i) to be registered himself as holder of the share

or
(ii) to make such transfer of the share as the deceased or
insolvent member could have made.

(b) The Board, shall, in either case, have the same rights to
decline or suspend registration, as it would have had, if the
deceased or insolvent member had transferred the share
before his death or insolvency.

10
Notice by 29. (a) If the person becoming entitled to the share shall elect to be
such person registered as holder of the share himself, he shall deliver or
on his send to the Company a notice in writing stating that he so
election elects.
(b) If the person aforesaid shall elect to transfer the shares, he
shall, testify his election by executing a transfer deed for
transfer of the share.

(c) All the limitations, restrictions and provisions of these

Regulations relating to the right to transfer and the
registration of transfer of shares shall be applicable to any
such notice or transfer as aforesaid as if the death or
insolvency of the Member had not occurred and the notice of
transfer were a transfer signed by that Member.

ALTERATION OF CAPITAL

Alteration and 30. (a) The Company may, from time to time, by a Special
consolidation Resolution passed at a duly convened General Body meeting
of Capital wherein such number of members alter the provisions of the
memorandum of Association as follows:-

(i) increase its Share Capital by such amount as it thinks

expedient by issuing new shares;

(ii) consolidate and divide all or any of its Share Capital

into shares of larger amount than its existing shares;

(iii) convert all or any of its fully paid-up shares into

stocks, and re-convert stocks into fully paid-up
shares of any denomination;

(iv) Sub-divide the shares, or any of them into shares of

smaller amount than is fixed by the Memorandum, so
however that in the subdivision the proportion
between the amount paid and the amount, if any,
unpaid on each reduced share shall be the same as it
was in the case of the shares from which the reduced
shares were derived.

(v) Cancel shares, which, at the date of passing of the

resolution in that behalf, have not been taken or
agreed to be taken by any person, and diminish the
amount of its Share Capital by the amount of the
shares so cancelled provided however the
cancellation of shares in pursuance of the exercise of
this power shall be deemed to be a reduction of
share capital within the meaning of the Act.

(b) The resolution whereby any share is sub-divided may

determine that, as between the holders of the shares
resulting from such subdivision, one or more of such shares
shall have some preference or special advantage as regards
11
 dividend, return of capital or otherwise over or as compared
to the others.

Reduction/Ca 31. The Company may, by Special Resolution, passed at a duly convened
ncellation of General Body Meeting reduce in any manner including cancellation
Capital, etc., of shares, which has been issued and/or subscribed and/or paid up
by Company as on the date of the resolution and/or subject to any consent
required by law:

(a) its share capital of any classes

(b) any capital redemption reserve account; or

(c) any securities premium account.

CAPITALISATION OF PROFITS

Capitalisation 32. (a) The Company in general meeting may, on the

of profits recommendations of the Board, resolve:-

(i) that it is desirable to capitalise any part of the

amount for the time being standing to the credit of
any of the Company's reserve accounts or to the
credit of the statement of profit and loss or
otherwise, available for distribution; and

(ii) that such sums be accordingly set free for

distribution in the manner specified in clause (b)
below, amongst the members who would have been
entitled thereto if distributed by way of dividend and
in the same proportions.

(b) The sum aforesaid shall not be paid in cash but shall be
applied subject to the provisions contained in clause (c)
below, either in or towards –

(i) paying up any amounts for the time being unpaid on

any share held by such members respectively;

(ii) paying up in full, unissued shares or debentures of

the Company to be allotted and distributed and
credited as fully paid-up to and amongst such
members in the proportion aforesaid; and

(iii) partly in the way specified in sub-clause (i) and partly

in that specified in sub-clause (ii).

(c) A share premium Account and a Capital Redemption Reserve

Account may for the purpose of this regulation only be
applied in the paying up of unissued shares to be issued to
members of the Company as fully paid bonus shares.

12
 (d) The Board shall give effect to resolutions passed by the
Company in general meeting in pursuance of this Article.

Powers of 33. (a) Whenever such a resolution as aforesaid shall have been
Directors for passed, the Board shall:
declaration of
Bonus (i) make all appropriations and applications of the
undivided profits resolved to be capitalised thereby
and all allotments and issue of fully paid shares if any,
and

(ii) Generally to do all acts and things required to give

effect thereto.

(b) The Board shall have full powers:

(i) To make such provision, by the issue of Fractional

Certificates or by payment in cash or otherwise as
they may think fit, in the case of shares becoming
distributable in fractions, and also

(ii) To authorise any person to enter on behalf of all the

Members entitled thereto into an agreement with the
Company providing for the allotment to them
respectively credited as fully plaid-up of any further
shares to which they may be entitled upon such
capitalisation, or (as the case may require) for the
payment by the Company on their behalf, by the
application thereto of their respective proportions of
the profits resolved to be capitalised of the amounts
or any part of the amounts or any part of the
amounts remaining unpaid on their existing shares.

(c) Any agreement made under such authority shall be effective

binding on all such members.

BUY BACK OF SECUTIRIES

Investments 34. Subject to the provisions of Sections 68 to 70 and any other

of Company’s applicable provisions of the the Act or any other law for the time
funds on own being in force, the funds or any part of the funds of the Company
shares – Buy may be employed for the purchase of Shares of the Company and
Back also the Company may give, whether directly or indirectly, and
whether by means of a loan, guarantee, the provision of security or
otherwise, any financial assistance for the purpose of or in
connection with the purchase or subscription made or to be made
by any person in any shares of the Company.

GENERAL MEETINGS

Annual 35. The Company shall hold in addition to any other meetings, a
General General meeting which shall be styled as its Annual General Meeting
13
Meeting at intervals and in accordance with the provisions specified herein
below:

(a) Every Annual General Meeting shall be held by the Company

within six months after the expiry of each financial year
subject however to the power of the Registrar of Companies
to extend the time within which such a meeting can be held,
for a period not exceeding three months and subject hereto
not more than fifteen months shall elapse from the date of
one Annual General Meeting and that of the next.

(b) Subject to the provisions of the Act every Annual General

Meeting shall be called for at a time during business hours on
a day that is not a national holiday and shall be held either at
the Registered Office of the Company or at some other place
within the city, town or village in which Registered Office of
the Company is situate.

(c) Notice calling such meeting shall specify such meeting as the
Annual General Meeting.

(d) All general meetings other than annual general meetings shall
be referred to as Extraordinary General Meetings.

Extraordinary 36. (a) The Board of Directors, the Chairman of the Company or
General the Managing Director may whenever considered fit, convene
Meetings an Extraordinary General Meeting.

(b) Extraordinary General Meetings may be held either at the

Registered Office of the Company or at such other
convenient place as the Board of Directors (or subject to any
directions of the Board of Directors) may deem fit.

Notice for 37. A General Meeting of the Company may be called by giving not less
General than 21 days notice in writing, provided that a General Meeting may
Meetings be called after giving shorter notice, if consent thereto is accorded,
in the case of the Annual General Meeting by all the members
entitled to vote there at and in the case of any other meeting by the
members of the Company holding not less than 95% of that part of
the paid-up share capital which gives the right to them to vote on
the matters to be considered at the meeting.

Provided that where any member or members of the Company are

entitled to vote only on some resolution or resolutions to be
moved at a meeting and not on the others, that member or those
members shall be taken into account for the purpose of this clause
in respect of the former resolution or resolutions and not in
respect of the latter.

Accidental 38. Any accidental omission to give notice of any Meeting to or the
omission to non-receipt of any such notice by any of the Members shall not
give notice invalidate the proceedings of or any resolution passed at such
not to Meetings.
14
invalidate the
Meetings
(a) All businesses shall be deemed special that are transacted at
Special an Extraordinary General Meeting and also that are
Business and 39. transacted at an Annual General Meeting with the exception
statement to of declaration of dividend, the consideration of Profit and
be annexed Loss Accounts, Balance Sheets and the reports of the
Directors and Auditors, the election of the Directors in place
of those retiring by rotation and the appointment of and
fixing of remuneration of Auditors.

(b) Any Annual General Meeting as well as any Extraordinary

General Meeting may transact any item of business whether
ordinary or special and in particular, an Extraordinary
General Meeting, shall be entitled to transact any business or
pass any resolution which can be properly moved at such
General Meetings and more particularly resolutions
sanctioning or declaring any dividend, final, interim,
supplemental, or otherwise, that may be recommended by
the Directors for the time being in office.

(c) Where any items of businesses to be transacted at the

meetings are deemed to be special as aforesaid, there shall be
annexed to the notice of the meeting, a statement setting out
all material facts concerning each item of business.

PROCEEDINGS AT GENERAL MEETING

Quorum 40. The quorum in case of private Company shall be two members
personally present at the meeting. Proxies shall be excluded for
determining the Quorum.

If quorum not 41. If within half an hour from the time appointed for a General Meeting
present when the necessary quorum is not present, the meeting, if called upon the
meeting to be requisition of members, shall stand dissolved and in any other case
dissolved and it shall stand adjourned to the same day in the next week at the
when not to same time and place or to such other day and at such other time
be dissolved and place as the Board may determine and if at the adjourned
Meeting the necessary quorum is not present, within half an hour
from the time appointed for the meeting, the Members present shall
be a quorum.

Chairman of 42. The Chairman, if any, of the Board of Directors, shall preside as
General chairman at every general meeting of the Company.
Meetings
When 43. If there is no such Chairman, or if he is not present within fifteen
Chairman minutes after the time appointed for holding the meeting, or is
absent choice unwilling to act as Chairman of the meeting, the members present
of another shall choose another Director as Chairman and if no Director be
Chairman present or if no Director is willing to act as Chairman, then the
members present shall choose one of their number to be the
Chairman of the meeting.

15
Questions at 44. At any General meeting any resolution put to vote at the meeting
General shall be decided on a show of hands, unless a poll is (before or on
Meetings how the declaration of the result of voting by show of hands) demanded
decided in accordance with the provisions of the Act. Unless a poll is
demanded, a declaration by the Chairman that a resolution has, on a
show of hands, been carried unanimously or by a particular
majority, or lost and an entry to that effect in the books of the
proceedings of meetings of the company shall be conclusive
evidence of the fact without proof of the number or proportion of
the votes recorded in favour of or against that resolution.

Casting votes 45. In the case of an equality of votes, whether on a show of hands or
on a poll, the Chairman of the Meeting shall, both on a show of
hands and on a poll, be entitled to a second or casting vote in
addition to the vote or votes to which he may be entitled as a
Member.

Voting right 46.

(i) In the case of joint holders, the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders.

(ii) For this purpose ,seniority shall be determined by the order in

which the names stand in the register of members.

Taking of poll 47. If a poll is duly demanded in accordance with the provisions of the
Act, it shall be taken in such manner as the Chairman directs and in
accordance with provisions of the Act and the result of the poll
shall be deemed to be the decision of the meeting on the resolution
on which the poll was taken. The Chairman shall appoint two
scrutinizers in the manner required by the Act. The Chairman shall
have power, at any time before the results of the poll is declared, to
remove a scrutinizer from office and to fill vacancies in the office of
scrutinizer arising from such removal or from any other cause.

Circumstance 48. A poll demanded on the election of Chairman or on a question of

s when poll adjournment shall be taken forthwith. A poll demanded on any
taken without other question shall be taken at such time not being later than
adjournment forty-eight hours from the time when the demand was made, as the
Chairman may direct.

ADJOURNEMENT OF MEETINGS

Adjournment 49. (a) The Chairman may adjourn any meeting at which a quorum is
of Meetings present from time to time.

(b) When a meeting is adjourned for thirty days or more, notice

of the adjourned meeting shall be given as nearly as in the
case of an original meeting.

(c) Save as aforesaid it shall not be necessary to give any notice

16
 of an adjournment or of the business to be transacted at an
adjourning meeting.

(d) No business shall be transacted at any adjourned meeting

other than the business left unfinished at the meeting from
which the adjournment took place

BOARD OF DIRECTORS

Number of 50. Subject to the provisions of the Act, until otherwise determined, the
Directors number of Directors shall be not less than 2 and not more than 7.

Right of 51. The Board, at a duly convened meeting, shall, subject to the
certain provisions of the Act, be entitled to agree with any person that he
persons to shall have the right to appoint his nominee(s) on the Board of
appoint Directors of the Company and such nominees, unless otherwise
Directors agreed to, shall not be liable to retire by rotation.

Directo 52. No share qualification shall be required to be held by any Director

r share including the Managing Director.
Qualifica
-tion

Directors' 53.
remuneration
(a) Subject to the provisions of the Act, the Directors may, with
the sanction of a Special Resolution passed in a General
Meeting, wherein such number of members, for the time
being of the Company, holding more than three fourth of
the total issued capital of the Company are present in
person and vote in favour of the resolution, and such
sanction or approval, if any, of the Government of India, as
may be required under the Act, sanction and pay to any or
all the Directors such remuneration for their services as
Directors or otherwise and for such period and on such
terms as they may deem fit and proper.

(b) Subject to the provisions of the Act, the Company in

General Meeting, wherein such number of members, for the
time being of the Company, holding more than three fourth
of the total issued capital of the Company are present in
person and vote in favour of the resolution, may by Special
Resolution and sanction a remuneration not exceeding one
percent (1%) of the net profits of the Company calculated in
accordance with the provisions of the Act. The said amount
of remuneration so calculated shall be divided equally
between all the Directors of the Company who held office

17
 as Directors at any time during the year of account in
respect of which such remuneration is paid or during any
portion of such year irrespective of the length of the period
for which they had held office respectively as such Directors.

(c) Subject to the provisions of the Act and subject to such

sanction or approval of the Government of India, as may be
required under the Act, if any Director shall be appointed to
advise the Directors as an expert or be called upon to
perform extra services or make special exertions for any of
the purposes of the Company, the Directors may pay to
such Director such special remuneration, as they may think
fit and proper, in the form of either salary, commission, or
lump sum

Power of 54. The Board, at a duly convened meeting, shall have power, at any
Board to add time and from time to time, to appoint any person as a Director as
to its an addition to the Board but so that the total number of Directors
Members and Additional Directors shall not at any time exceed the maximum
strength fixed for the Board by these Articles. Any Director so
appointed shall hold office only until the next Annual General
Meeting of the Company and shall be eligible for appointment by the
Company as a Director at that Meeting subject to the provisions of
the Act.

Chairman of 55. The Board of Directors may elect a Chairman from among
the Board of themselves to chair its Meetings and determine the period for
Directors which he is to hold office. In the event of any vacancy arising in the
office of the Chairman, the Directors may elect from among
themselves any person as Chairman of the Board of Directors and
such person shall hold office as Chairman for such period as may be
determined by the Board, provided that such person continues to
hold office as a Director. If such person retires from his office as a
Director at any Annual General Meeting and is re-elected at the
same Meeting he shall continue to be Chairman for the said period
and a fresh appointment as Chairman shall not be necessary.

Power to 56. The Company may remove any Director before the expiration of
remove his period of office in accordance with the provisions of the Act and
Director by may subject to the provisions of the Act, appoint another person in
Ordinary his stead.
Resolution on
Special Notice
Board may fill 57. If any Director appointed by the Company in General Meeting
up casual vacates office as a Director before his term of office expires in the
vacancies normal course, the resulting casual vacancy may be filled by the
Board but any person so appointed shall retain his office so long
only as the vacating Director would have retained the same if no
vacancy had occurred, provided that the Board may not fill such
vacancy by appointing thereto any person who has been removed
from the office of Director as herein provided.
Provided that the power given hereinabove to the Board shall be
exercised by the Board only at a meeting of the Board.
18
Alternate 58. (a) The Board of Directors of the Company may appoint an
Director alternate Director to act for a Director (hereinafter called in
this Article "the original Director") during his absence for a
period of not less than three months from the state in which
the Meetings of the Board are ordinarily held.

(b) An alternate Director appointed under clause (a) above shall

not hold office as such for a period longer than that
permissible to the original Director in whose place he has
been appointed and shall vacate office if and when the
Original Director returns to the state in which Meetings of
the Board are ordinarily held.

(c) If the term of office of the Original Director is determined

before he so returns to the state aforesaid, any provision for
the reappointment of retiring directors in default of another
appointment shall apply to the Original and not to the
Alternate Director.

Directors may 59. (a) Subject to the provisions of the Act, no Director shall be
have contract disqualified by his office from holding any office or place of
with the profit under the Company, or under any other company in
Company which the Company may be a member or otherwise
interested, or from contracting with the other company
either as vender, purchaser or otherwise; nor shall any such
contract, or any contract or arrangement entered into by or
on behalf of the Company in which any Director may be in
any way interested, be avoided; nor shall any Director be
liable to account to the Company for any profit arising from
any such office or place of profit or released by any such
contract or arrangement by reason only of such Director
holding that office or of the fiduciary relations thereby
established. But it is declared that the nature of his interest
must be disclosed by him at the meeting of the Directors at
which the contract or arrangement is determined, if his
interest then existed or in any other case, at the first
Meeting of the Directors after the acquisition of his interest.

(b) A general notice that a Director is a member of any

specified firm or company, and that he is to be regarded as
interested in all transactions with such firm or company,
shall be sufficient disclosure under this Article as regards
such Director and the said transactions, and after such
general notice, it shall not be necessary for him to give any
special notice relating to any particular transaction with that
firm or company.

Rotation and 60. Subject to Article 82 and further subject to the prescriptions of the
retirement of General Body at a duly convened meeting, the Directors of the
Directors Company need not retire by rotation.
19
Retiring 61. A retiring Director shall be eligible for re-election and the Company
Director at the General Meeting at which a Director retires in the manner
eligible for aforesaid may fill up the vacated office by electing a person thereto.
reelection
Which 62. The Directors retiring by rotation as may be prescribed by the
Directors to general body at the time of his appointment shall be eligible to
retire retire in every year shall be those who have been longest in office
since their last election, but as between persons who become
Directors on the same day, those to retire shall, unless they
otherwise agree among themselves, be determined by lot.

Power of 63. Subject to the provisions of the Act, the Company in general
General meeting may by passing a Special resolution increase or decrease
Meeting to the number of its Directors within the limits fixed by Article 77
increase or above. Provided that the vacancy arising out of resignation, death,
reduce the or otherwise, or the expiry of term of office of Director shall not
number of be construed as a reduction in the number of Directors.
Directors

PROCEEDINGS OF THE BOARD

Meeting of the 64. (a) The Board of Directors may meet for the dispatch of
Board business, adjourn and otherwise regulate its meetings, as it
thinks fit, provided that a meeting of the Board of Directors
shall be held at least once in every three months and at least
four such meetings shall be held in every year besides the
time gap between two such meetings shall not be more than
120 days.

(b) The Chairman and / or the Managing Director may at any

time at his / their discretion summon a meeting of the
Board. The Chairman and / or the Managing Director shall,
on the requisition of two or more Directors, summon a
meeting of the Board within a reasonable time of such
requisition.

Questions 65. (a) Save as otherwise expressly provided in the Act and in these
how decided Articles, a meeting of the Directors at which a quorum is
present shall be competent to exercise all or any of the
authorities, powers and discretion vested in or exercisable
by the Directors generally, by or under the Regulations of
the Company for the time being in force, and all questions
arising at any Meeting of the Board shall be decided by a
majority of the Directors present.

(b) In the case of an equality of vote, the Chairman of that

meeting shall have a casting vote in addition to his vote as a
Director.

Right of 66. The continuing Directors may act notwithstanding any vacancy in
continuing the Board but if and so long as their number is reduced to below
20
Directors two, the continuing Director or Directors may act for the purpose
when there is of increasing the number of Directors to the minimum requirement
no quorum of two or of summoning a general meeting of the Company and for
no other purpose whatsoever.

Quorum 67. The quorum for a Meeting of the Board of Directors shall be one-
third of its total strength (any fraction contained in that one third
being rounded off as one) or two Directors whichever is higher,
one of whom shall always be the Chairman of the Company as
stated at Article 83 hereinabove.

The total strength of the Board shall mean the number of Directors
actually holding office as Directors on the date of the resolution or
Meeting, that is to say, the total strength of the Board after
deducting therefrom the number of Directors, if any, whose places
are vacant at that time.

Chairman of 68. If there is any vacancy in the office of the Chairman or if at any
Meeting meeting the Chairman is not present within fifteen minutes after the
time appointed for holding the meeting, the Directors present may
choose one of their numbers to be the Chairman of the meeting.

Delegation of 69. (a) The Board may, subject to the provisions of the Act,
Powers delegate any of its powers to any Committee consisting of
such number of members of its body, as it thinks fit.

(b) Any Committee so formed shall, in exercise of the powers

so delegated, conform to the directions, rules and
regulations that may be given or prescribed by the Board at
the time of constitution of the Committee or any time
thereafter.

Election of 70. In the absence of any prescriptions in this regard by the Board of
Chairman of Directors, a Committee may elect a Chairman of its meetings. If no
Committee such Chairman is elected or if at any meeting the Chairman, so
prescribed or elected, is not present within fifteen minutes after the
time appointed for holding the meeting, the members of the
Committee present may choose one of their number to be
Chairman of the meeting.

Quorum for a 71. The quorum for a Committee may be fixed by the Board of
Committee Directors and until so fixed the quorum shall be one if the
Committee consists of a single member and two if the Committee
consists of more than one member.

Meeting of the 72. (a) A Committee may meet and adjourn, as it thinks proper.
Committee
And questions (b) Questions arising at any meeting of a Committee shall be
how determined by the sole member of the committee or by a
determined majority of votes of the members present as the case may
be and in case of an equality of votes, the Chairman shall
21
 have a casting vote in addition to his vote as a member of
the Committee.

Act done by 73. All acts done by any meeting of the Board or Committee thereof,
Board or or by any person acting as a Director shall, notwithstanding that it
Committee may be afterwards discovered that there was some defect in the
valid not appointment of any one or more of such Directors or of any person
withstanding acting as aforesaid, or that they or any of them were disqualified, be
defective as valid as if every such Director and such person had been duly
appointment, appointed and was qualified to be a Director.
etc.
Resolution by 74. Save as otherwise expressly provided in the Act and / or these
circulation Articles, a resolution in writing circulated in draft together with
necessary papers, if any, to all the Directors or to all the members
of the Committee then in India (not being less in number than the
quorum fixed for the meeting of the Board or of the Committee as
the case may be) and to all other Directors or Committee
members at their usual addresses in India and approved by such of
the Directors as are then in India or by a majority of such of them
as are entitled to vote on the resolution besides the express
approval of the Chairman appointed vide Article 83 hereto shall be
valid and effectual as if it had been a resolution duly passed at a
Meeting of the Board or of the Committee duly convened and held.

POWERS OF THE BOARD

General 75. Subject to the provisions of the Act, the management and control of
powers of the the Company shall be vested in the Board who shall be entitled to
Company exercise all such powers and to do all such acts and things as the
vested in the Company is authorised to exercise and do provided that the Board
Directors shall not exercise any power or do any act or thing which is
directed to required, whether by the Act or by any other statute or
by the Memorandum of Association of the Company or by these
Articles or otherwise, to be exercised or done by the Company in
general meeting. Provided further that in exercising any such power
or doing any such act or thing, the Board shall be subject to the
provisions in that behalf contained in the Act or any other statute
or in the Memorandum of Association of the Company or in these
articles, or in any regulations not inconsistent therewith and duly
made thereunder including regulations made by the Company in
general meeting, but no regulation made by the Company in general
meeting shall invalidate any prior Act of the Board which would
have been valid if that regulation had not been made.

Further 76. Without prejudice to the generality of the foregoing, it is hereby

powers of expressly declared that the Directors shall have the following
Directors powers, that is to say, power -
(a) To pay the costs, charges and expenses incurred prior to
and incidental to the promotion, formation, establishment
and registration of the Company.

(b) To carry on and transact the several kinds of businesses

specified in clause III of the Memorandum of Association of
22
 the Company.

(c) To open one or more accounts of any kind with any bank or
banks and to draw, accept, endorse, discount, negotiate and
discharge on behalf of the Company all bills of exchange,
promissory notes, cheques, hundies, drafts, railway receipts,
dock warrants, delivery orders, Government promissory
notes, other Government instruments, shares, bonds,
debentures or debenture stocks of Corporation, Local
Bodies, Port Trusts, Improvement Trusts or other
Corporate Bodies and to execute transfer deed for
transferring stocks, shares or stock certificate of the
Government and the local or corporate bodies in
connection with any business or any subject of the
Company.

(d) At their discretion to pay for any property rights or

privileges acquired by, or services rendered to the
Company, either wholly or partially in cash or in shares,
bonds, debentures or other securities of the Company, and
any such shares 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, or other securities
may be either specifically charged upon all or any of the
property of the Company or not so charged.

(e) To engage and in their discretion to remove, suspend,

dismiss and remunerate bankers, legal advisers, accountants,
cashiers, agents, commission agents, dealers, brokers,
foremen, servants, employees of every description and to
employ such professional, technical or skilled assistants as,
from time to time, may, in their option, be necessary or
advisable in the interest of the Company and upon such
terms as to duration of employment, remuneration or
otherwise and as may be required security in such instance
and to such amounts as the Directors think fit.

(f) To accept from any member, on such terms and conditions

as shall be agreed upon, a surrender of his shares or stocks
or any part thereof.

(g) To secure the fulfillment of any contracts or agreements

entered into by the Company, by mortgage of charge of all
or any of the property of the Company or in such manner as
they may think fit.

(h) To institute, conduct, defend, compound or abandon any

action suits and legal proceedings by or against the Company
or its officers or otherwise concerning the affairs of the
Company and also to compound, compromise or submit to
arbitration the same action, suits and legal proceedings.

23
(i) To make and give receipts, releases and other discharges for
money payable to the Company and for the claims and
demands of the Company.

(j) To determine who shall be entitled to sign, on the

Company's behalf, bills of exchange, pronotes, dividend
warrants, cheques and other negotiable instruments,
receipts, acceptance endorsements, release contracts, deeds
and documents.

(k) From time to time to regulate the affairs of the Company

within or without the Indian territory in such manner as
they think fit and in particular to appoint any person to be
the attorneys or agents of the Company either within or
without India with such powers including power to sub
delegate and upon such terms as may be thought fit.

(l) To invest and deal with any moneys of the Company not
immediately required for the purposes mentioned in the
Memorandum of Association of the Company upon such
securities, as they think fit and also dispose off such
securities.

(m) To execute in the name and on behalf of the Company in

favour of any Director or other person who may incur or be
about to incur any personal liability for the benefit of the
Company such mortgages of the Company's property
(present and future) as they think fit and any such mortgage
may contain a power of sale and such powers, convenants
and provisions as shall be agreed upon.

(n) To grant and pay to any person employed by the Company a

commission on the profits of any particular business or
transaction, or a share in the general profits of the Company
and such commission, or share of profits, shall be treated as
part of the working expenses of the Company.

(o) From time to time to make, vary and repeal byelaws for the
regulation of the businesses of the Company, it's officers and
servants.

(p) To enter into all such negotiations and contracts, and

rescind and vary all such contracts, and execute and do all
such acts, deeds and things in the name and on behalf of the
Company as they may consider expedient for or in relation
to any of the matters aforesaid or otherwise for the
purposes of the Company.

(q) To appoint from time to time and at any time at their

discretion one or more persons as Executive Directors,
Technical Directors, Finance Directors, Special Directors or
by whatever name called in the employment of the Company
on such terms and conditions as to remuneration or
24
 otherwise as the Board may deem fit and to vary the same
from time to time and at their discretion to remove or
suspend the persons from the said offices. The persons so
appointed should not be Directors of the Company within
the meaning of the Act nor shall they have any of the
powers of or be subject to any of the duties of a Director.
Also such persons shall exercise such powers and discharge
such duties as the Board may from time to time determine.

(r) To pay gratuities, bonus rewards, presents and gifts to

employees or dependents of any deceased employees, to
charitable institutions or other purposes, to subscribe for
provident funds and other association for the benefits of the
employees.

Delegation of 77 The Board may, at any time and from time to time delegate to any
powers persons such powers, authorities and discretions not exceeding
those vested in or exercisable by the Board under these Articles
and for such periods and subject to such conditions as the Board
may from time to time think fit. The Board may authorise any such
delegate to subdelegate all or any of the powers, authorities and
discretions for the time being vested in him.

MANAGING DIRECTOR

Appointment 78. The Board, at a duly convened meeting, may from time to time
and period of appoint and re-appoint one or more of their body as one or more
appointment Managing Directors and in the event of any vacancy arising in the
of Managing office of the Managing Director, the vacancy may be filled by the
Director Board accordingly. The Managing Director, so appointed, shall hold
office for such period as the Board may deem fit and be paid such
remuneration as the Company in General Meeting may determine
subject to such sanction of the Central Government as may be
required.

Powers of 79. The Managing Director shall have, subject to the supervision,
Managing control and direction of the Board, the management of the whole of
Director the business of the Company and of all its affairs and shall exercise
all powers and perform all duties, in relation to the management of
the affairs and transactions of the Company, except such powers
and such duties as are required by law or by these presents to be
exercised or done by the Company in General Meeting or by the
Board of Directors and also subject to such conditions or
restrictions imposed by the Act or by these presents.

Managing 80. The Managing Director shall not be liable to retire by rotation. If
Director shall the Managing Director ceases to hold office as Director he shall
first be a ipso facto immediately cease to be the Managing Director.
Director
Whole-Time 81. Subject to the provisions of the Act, the Board of Director, at a
Director duly convened meeting, may appoint one or more of their body as
one or more Whole-Time Directors. The Directors so appointed
25
 shall perform such duties and exercise such powers as the Board
may from time to time determine, and subject to the conditions and
restrictions, if any, that the Board may impose. The remuneration
payable to such Whole-Time Director shall be determined by the
Board subject to approval of the Company in General Meeting
and/or the approval of the Central Government as may be required.

BORROWING POWERS

82. The Board of Directors, at a duly convened meeting, may, from

time to time at their discretion, raise or borrow or secure the
repayment of any sum or sums of money for the purposes of the
Company at such time and in such manner and upon such terms and
conditions in all respects as they think fit, and in particular, by
promissory notes, or by opening current accounts, or by receiving
deposits and advances, with or without security or by the issue of
bonds, perpetual or redeemable, debenture or debentures stock of
the Company charged upon all or any part of the property of the
Company (both present and future) including its uncalled capital for
the time being or by mortgaging, charging or pledging any lands,
buildings, goods or other property and securities of the Company,
or by such other means as it may seem expedient.

Indemnity 83. If the Directors or any of them, or any other persons shall become
against personally liable for the payment of the sums primarily due from the
charges in Company, the Directors may execute or cause to be executed any
favour of mortgage, charge or security over or affecting the whole or any part
Directors of the assets of the Company by way of indemnity to secure the
Directors or persons so becoming liable as aforesaid from any loss
in respect of such liability.

Powers to be 84. The Board of Directors shall exercise the following powers on
exercised by behalf of the Company and such power shall be exercised only by a
the Board resolution passed at a meeting of the Board, wherein all the
only at a Directors for the time being of the Company are present and vote
in favour :-
Meeting (a) Power to make calls on shareholders or in respect of
moneys unpaid on their shares

(b) Power to authorise buy-back of securities under Section 68

(c) Power to issue securities, including debentures, whether in

or outside India

(d) Power to borrow monies

(e) Power to invest the funds of the company

(f) Power to grant loans or give guarantee or provide security

in respect of loans

(g) Power to approve financial statement and the Board’s report

26
 (h) Power to diversify the business of the company

(i) Power to approve amalgamation, merger or reconstruction

(j) Power to acquire a controlling or substantial stake in

another company

(k) Power to carry out such other matter which may be

prescribed

COMMON SEAL

Common Seal 85. The Board shall provide a Common Seal of the Company and shall
have power, from time to time, to destroy the same and substitute
a new seal in lieu thereof. The Board shall provide for the safe
custody of the common seal.

Affixture of 86. The seal shall not be affixed to any instrument except by the
common seal authority of a resolution of the Board or of a Committee of the
Board authorised by it in that behalf and unless the Board otherwise
determine every deed or other instrument to which the seal is
required to be affixed shall unless the same is executed by a duly
constituted attorney for the Company, be signed by atleast one
Director in whose presence the seal shall have been affixed and / or
counter-signed by the Secretary or such other persons as may from
time to time be authorised by the Board: provided nevertheless that
any instrument bearing the seal of the Company and issued for
valuable consideration shall be binding on the Company
notwithstanding any irregularity touching the authority to issue the
same.

OPERATION OF BANK ACCOUNTS

87. The Directors shall have the power to open bank accounts
to sign cheques on behalf of the Company and to operate all
banking accounts of the Company and to receive payments,
make endorsements, draw and accept negotiable instruments,
haudies and bills or may authorise any other person or persons to
exercise such powers.

DIVIDENDS AND RESERVES

Declaration of 88. The Company in General meeting may declare dividends but no
dividends dividend shall exceed the amount recommended by the Board.

Interim 89. The Board may from time to time pay to the Members such interim
Dividends dividends as appears to them to be justified by the profits of the
Company.

27
 Method of 90. (a) Subject to the rights of persons if any, entitled to shares with
payment of special rights as to dividends, all dividends shall be declared
dividends and paid according to the amounts paid up or credited as
paid up on the shares in respect whereof the dividend is
paid.
(b) No amount paid or credited as paid on a share in advance of
calls shall be treated for the purpose of these regulations as
paid on the share.

(c) All dividends shall be apportioned and paid proportionately

to the amounts paid or credited as paid on the shares during
any portion or portions of the period in respect of which
the dividends are paid, but if any share is issued on terms
providing that it shall rank for dividends as from a particular
date, such share shall rank for dividend accordingly.

Deductions 91. The Board may deduct from any dividend payable to any Member all
from sums of moneys, if any presently payable by him to the Company on
dividends account of calls or otherwise in relation to the shares of the
Company.

Payment by 92. (a) Any dividend, interest or other moneys payable in respect of
cheque or shares may be paid by cheque or warrant sent through post,
warrant to the registered address of the Shareholder or in the case
of joint-holders to the registered address of that dine of the
joint-holders who is first named on the Register of Members
or to such person and to such address as the Shareholders
may in writing direct.

(b) Every such cheque or warrant shall be made payable to the

order of the person to whom it is sent.

(c) Every cheque or warrant shall be posted within forty-two

days from the date of declaration of dividend.

(d) Any dividend is deemed to be paid on the day on which the

cheque or warrant is posted in the manner stated above. No
dividend shall bear interest against the Company.

Transfer of 93. Any transfer of shares shall not pass the right to any dividend
shares vis-à- declared thereon before the registration of the transfer.
vis dividends
Notice of 94. Notice of any dividend that may have been declared shall be given
Dividends to the persons entitled to the share in the manner mentioned in the
Act.

Unclaimed 95. No unclaimed dividends shall be forfeited by the Board and the
Dividends Company shall comply with the provisions of the Act in respect of
such dividends.

ACCOUNTS
Books of 96. The Board shall, from time to time, determine whether and to what

28
Accounts extent and at what times and places and under what conditions or
regulations the accounts and books of the Company or any of them
shall be open to inspection of members not being Directors.

Inspection by 97. No member not being a Director shall have any right of inspection
Members of any accounts, books or documents of the Company, except as
conferred by the statute or authorised by the Board or by a
resolution of the Company in General Meeting.

AUDIT

Accounts to 98. Every Balance Sheet and Profit and Loss Account shall be audited by
be audited one or more Auditors to be appointed as hereinafter mentioned.

Appointment 99. (a) The Statutory Auditor or Auditors of the Company shall be
of Auditors appointed or reappointed and shall hold office in accordance
with the provisions of Section 139, 141 and all the other
applicable provisions of the Act unless –

(i) he is not qualified for re-appointment.

(ii) he has given the Company notice in writing of his

unwillingness to be re-appointed.

(iii) A resolution has been passed at that Meeting

appointing somebody instead of him or providing
expressly that he shall not be re-appointed; or

(iv) Where notice has been given of an intended

resolution to appoint some person or persons in
place of the retiring Auditor or Auditors, and by
reason of the death, incapacity or disqualification of
that person or of all those persons, as the case may
be, the resolution cannot be proceeded with.

(b) The Board of Directors may fill any causal vacancy in the
office of Auditor but while any such vacancy continues, the
remaining Auditor or Auditors (if any) may act; where such a
vacancy is caused by the resignation of an Auditor, the
vacancy shall only be filled by the Company in General
Meeting.

Remuneration 100. The remuneration of the Auditors shall be fixed by the Company in
of Auditor General Meeting except that of the remuneration of the First
Auditors and of any Auditors appointed to fill any causal vacancy
which may be fixed by the Board of Directors.

Accounts 101. The accounts of the Company when audited and approved by a
when audited General meeting shall be conclusive except as regards any error
and approved discovered therein within three months next after the approval
to be thereof; whenever any such error is discovered within next period
29
conclusive the accounts shall forthwith be corrected, and thenceforth be
conclusive.

SERVICE OF DOCUMENTS AND NOTICE

Service of 102. A document may be served on the Company or an officer thereof
documents on by sending it to the Company or the officer at the Registered Office
the Company of the Company by post under certificate of posting or by leaving it
at the Registered Office.

103. (a) A document (which expression for this purpose shall be

deemed to include any summons, notices, requisitions,
process order, judgement or any other document in relation
to or in the winding up of the Company) may be served or
sent by the Company on or to any Member either
personally or by sending it by post to him to his registered
address, or if he has no registered address in India, to the
address if any, within India supplied by him to the Company
for the giving of notice to him or through electronic means.

(b) All notices shall, with respect to any registered shares to

which more than one person are jointly entitled to, be given
to whichever of such persons as is named first in the
Register of Members and notice so given shall be sufficient
notice to all the holders of such shares.

(c) Where a document is sent by post service thereof shall be

deemed to be effected by properly addressing, pre-paying
and posting a letter containing the document, provided that
where a Member has intimated to the Company in advance
about the mode of service of documents, either by
Registered Post or through courier service or through
electronic means, with or without acknowledgement due,
and had deposited with the Company a sum sufficient to
defray the expenses of doing so, service of the document
shall be deemed to be effected unless it is sent in the
manner so intimated by the Member; and such service shall
be deemed to have been effected –

(i) in the case of a notice of a Meeting, at the expiration

of forty eight hours after the letter containing the
notice is posted, and

(ii) in any other case, at the time at which the letter

would be delivered in the ordinary course of post.

Members to 104. Each registered holder of shares shall, from time to time, notify in
notify address writing to the Company some place in India to be registered as his
in India address and such registered address shall for all purposes be
deemed to be his place of residence.

Service on 105. A document may be served by the Company on the persons

persons entitled to a share in consequence of the death or insolvency of a
30
acquiring Member by sending it through post in a pre-paid letter addressed to
shares on them by name or by the title of representatives of the deceased or
death or assignees of the insolvent or by any like description at the address
insolvency of (if any) in India supplied for the purpose by the persons claiming to
Member be so entitled or (until such an address has been so supplied) by
serving the document in any manner in which the same might have
been served if the death or insolvency or otherwise had not
occurred.

Persons 106. Subject to the provisions of the Act and these Articles notice of
entitled to General Meeting shall be given -
notice of
General (a) To the members of the company as in any manner
Meeting authorised by these Articles or as authorised by the Act.

(b) To the persons entitled to a share in consequence of the

death or insolvency of a member as provided by these
Articles or as authorised by the Act.

(c) To the Auditor or Auditors for the time being of the

company in any manner as authorised by the Act in the case
of any member or members of the company.

Advertisement 107. Subject to the provisions of the Act, any document required to be
served or sent by the Company on or to the Members or any of
them or otherwise and not expressly provided for by these
presents shall be deemed to be duly served or sent if advertised in a
newspaper circulating in the district where the Registered office of
the Company is situated.

Members 108. Every person, who by the operation of law, transfer or other means
bound by whatsoever become entitled to any share shall be bound by every
documents document in respect of such share, which previously to his name
given to and address being entered on the Register of Members, shall have
previous been duly served on or sent to the person from whom he derives
holder his title to such share.

How notice 109. Any notice to be given by the Company shall be signed by the
to be signed Chairman or by the Managing Director or by the Secretary or by
such Director or officer as the Board may appoint. The signature to
any notice to be given by the Company may be hand written,
printed or lithographed.

AUTHENTICATION OF DOCUMENTS

Authenticatio 110. Save as otherwise expressly provided in the Act or these presents,
n of a document or proceeding requiring authentication by the signature
documents of a Director, the Chairman, the Managing Director, the Secretary
and or an authorised officer of the Company need not be under its seal.
proceedings

111. ARBITRATION CLAUSE

31
 All disputes arising out of or in connection with the Incorporation,
Management, appointment of directors, transfer of shares,
Memorandum of association ,Article of association ,Directors ,right
of pre-emption,other clauses of the MOA and AOA of the
company and between the members or between members and
directors shall be referred to and shall be settled according to the
Indian Arbitration and Conciliation Act 1996 as amended from time
to time and the rules made there under. The disputes shall be
referred to a sole arbitrator to be appointed with mutual consent.

WINDING UP

Winding up 112. If the Company shall be wound up and the assets available for
distribution amongst the members as such shall be insufficient to
repay the whole of the paid-up equity capital or equity capital
deemed to be paid-up, such assets shall be distributed in such a
manner that the losses shall be borne in such proportion of capital
paid-up or deemed to be paid-up at the commencement of the
winding up, on the shares held by them respectively; and if such
distribution amongst the Members shall be more than sufficient to
repay the whole of the equity capital paid-up at the commencement
of the winding up, the excess shall be distributed amongst the
Members in such proportion to the equity capital paid up or
deemed to be paid up at the commencement of the winding up, on
the shares held by them respectively. Where capital is paid-up on
any shares in advance of calls, upon the footing that the same shall
carry interest, such capital shall be excluded and shall be repayable
in full before any distribution is made on the paid-up capital or
capital deemed to be paid-up together with interest at the rate
agreed upon. The provisions of the Article shall be subject to any
special rights or liabilities attached to any special class of shares
forming part of the capital of the Company.

INDEMNITY AND RESPONSIBILITY

Right of 113. Subject to the provisions of the Act, the Chairman, Managing
Directors and Director, Technical Director, whole time Directors and every other
others to Directors, Manager, Secretary and other officers and Employees of
indemnity the Company shall be indemnified by the Company against, and it
shall be duty of the Directors to pay out of the funds of the
Company all costs, losses, and expenses (including travelling
expenses) which any such Chairman, Managing Director, Technical
Director, whole time Directors and every other Directors,
Manager, Secretary and other officers and Employees of the
Company may incur or become liable to by reason of any contract
entered into or act or deed done by him or in any other way in the
discharge of his duties as such Chairman, Managing Director,
Technical Director, whole time Directors and every other
Directors, Manager, Secretary and other officers and Employees of
the Company.

32
Not 114. Subject to the provisions of the Act no Director or other officers of
responsible the Company shall be liable for the acts, receipts, neglects, or
for acts of defaults of any other Directors or officers or for jointing in any
others receipt or other act for conformity or for any loss or expense
happening to the Company through insufficient or deficient title to
any property acquired by order of the Directors for or on behalf of
the Company, or for the insufficiency or deficiency of any security in
or upon which any money of the Company shall be invested, or for
any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation, with whom
any moneys, securities or effects shall be entrusted or deposited or
for any other loss occasioned by any error of judgment or oversight
on his part, or for any other loss or damage or misfortune whatever
which shall happen in the execution of the duties of his office or in
relation thereto, unless the same happens through his own willful
act or default.

SECRECY
115. No Member shall be entitled to visit or inspect the Company's
offices and works without the permission of the Directors or
Managing Director, or to require discovery or any information
respecting any details of the Company's trading or any matter which
is or may be in the nature of a trade secret, mystery of trade, or
secret process, or which may relate to the conduct of the business
of the Company and which in the opinion of the Board will be
inexpedient in the interests of the Company to be communicated to
the public.

Names, Addresses,
Names, Addresses, Descriptions , Descriptions ,
Occupations & Signature of Occupations & Signature
Subscribers of Subscribers

Sd/-
Sd/-

Sd/-

PLACE: MADRAS

DATE:

33