COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

Visuals Private Limited (OPC)

PRELI MINARY

Except as otherwise provided below, the provisions contained in Table F of Annex I to the
Companies Act of 2013, Provisions of the Companies Act of 2013, in the notified scope and
the provisions of the Companies Act of 1956, in the binding scope shall apply to this
Company to the extent that they apply to private sole proprietorships with limited liability,
which may apply from time to time, except where they have been implied or expressly
modified or excluded based on the content of the following articles.

The exemptions, privileges or concessions granted by the Central Government under

the provisions of the Companies Act 1956 and/or Act 2013 from time to time for private
limited one person companies shall prevail over these presents.

INTERPRETATION

In these articles, unless otherwise required or inconsistent with them, the following words or
phrases have the following meanings:

a) "The Company" means VISUALS PRIVATE LIMITED (OPC)

"Act 1956" means the Companies Act, 1956 to the extent are in force and includes any
statutory modification or their re-adoption at the present time.

"Act 2013" means the Companies Act 2013 to the extent notified and includes any statutory
modification or their re-adoption at the present time.

b) "Managing Director" includes the Managing Director(s) or Joint Managing Director(s),

Deputy Managing Director(s), Assistant Managing Director(s) of the Company for the time
being.

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c) "These presents" means the Memorandum of Association and the Articles of Association
as originally framed or amended from time to time as the regulations of the Company for the
time being in force.

d) "Seal" means the common seal for the time being of the Company.

Subject referred to above, and except when required by the subject or context, the
words or phrases contained in these regulations have the same meaning as in the Act of
2013, including from time to time statutory changes.

CONSTITUTION OF THE COMPANY

1. The Company is a “One Person Company” within the meaning of Section 2 (62) of the Act
2013 and accordingly:

a. Limits the number of members to one.

2. The provisions contained in Regulations 65 & 79, of Table F shall not apply.

SHARE CAPITAL AND SHARE CERTIFICATE

3. The authorized share capital of the Company will be from time to time approved by the
company's statute.

4. Subject to the provisions of the 2013 Act, the Company may issue its own shares with
differential dividend and voting rights or other types of shares, as the case may be, and buy
back any shares on such terms and conditions as the Company may determine.

5. Subject to the provisions of the Act of 2013, the Company will be entitled to issue
preference shares that are redeemed at the Company's discretion.

6. If the share certificate is destroyed, lost or destroyed, it may be renewed by issuing a new
share certificate instead of such destroyed, lost or destroyed share certificate, under such
conditions, if they exist, in terms of evidence and compensation and payments - pocket
expenses incurred by the Company to examine evidence at the directors' discretion.

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7. The Company can accept the whole or a part of the amount remaining unpaid on any share
even if no part of that amount has been called up.

TRANSFER OF SHARE

8. Subject to the provisions of the 2013 Act, the Action may be transferred to another person.

9. Except otherwise provided in art. 58 of the Companies Act of 2013. Directors may, at their
absolute and uncontrolled discretion, refuse, register or confirm the transfer of shares and
must do so within thirty days of the date of submission of the transfer document or
notification of such transfer has been forwarded to the Company, send notification of refusal
of the seller and the transferee or the person providing the information about the transfer,
giving reasons for such refusal, and in particular may refuse in relation to shares on the basis
of which the Company has a pledge.

10. If the transfer instrument is lost or the transfer instrument is not delivered within the
prescribed period, the Company may register the transfer on such terms to provide
compensation that the management board deems appropriate.

TRANSMISSION OF SHARES

11. On the death of the sole member, the person nominated by such member shall be the
person recognized by the company as having title to all the shares of the member.

12. The nominee on becoming entitled to such shares in case of the member death shall be
informed of such event to the Board of the company.

13. Such nominee shall be entitled to the same dividends and other rights and liabilities to
which such sole member of the company was entitled or liable.

14. On becoming member, such nominee shall nominate any other person with the prior
written consent of such person who, shall in the event of the death of the member, become
the member of the company.

ALTERATION OF CAPITAL

15. The company may from time to time increase the share capital by this amount, which will
be divided into shares of the amount that can be specified in the resolution.

16. The Company may -

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a) Consolidate all or any of its share capital with shares of greater value than before or any of
them;

b) Division of existing shares or any of them into shares of a value less than that set out in the
memorandum, subject to the provisions of the Act of 2013; and

c) Cancel any actions that, on the day of adopting the resolution, were not taken or were not
approved by any person.

GENERAL MEETINGS

17. The resolution required to be passed at the general meetings of the company shall be
deemed to have been passed if the resolution is agreed upon by the sole member and
communicated to the company and entered in the minutes book maintained under section
118, such minutes book shall be signed and dated by the member and the resolution shall
become effective from the date of signing such minutes by the sole member.

18. The provisions of Section 96, 98 and Section 100 to 111 (both inclusive) shall not apply.

BOARD OF DIRECTORS

19. Subject to art. 149 of the 2013 Act, and unless a member of the Company at the General
Meeting decides otherwise, the number of directors may not be less than one or more than
fifteen, including all types of directors; Provided that a company may appoint more than
fifteen directors after adopting a special resolution.

20. The following will be the first director of the company and will be permanent directors
for the duration of his life or until voluntary resignation or dismissal in accordance with the
provisions of the Act of 2013.

21. The company may appoint a managing director in accordance with the provisions of the
2013 Act.

22. Subject to the provisions of art. 161 of the 2013 Act, the Management Board is entitled to
appoint additional directors, subject to the above maximum, who perform their functions until
the day of the next annual general meeting or until the last day which should take place at an

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ordinary general meeting, however such an additional director may be appointed to the
General Meeting, subject to the provisions of the Act of 2013.

23 .The Council may, in accordance with section 161 of the 2013 Act, and may appoint it as
deputy director of the director during his absence for at least three months in India.

24. The Board of Directors has the right at any time and from time to time to appoint one or
more persons to the position of director or special or technical directors or patrons on time
and on conditions that they may determine.

25. Notwithstanding anything contained in any other article of Articles of Association of

Company, so long as the Company has availed any financial assistance from any Creditors,
Financial Institutions,

Banks or any government or local authority, by which time such financial assistance is fully
repaid to Creditors, Financial Institutions, Banks or any government or local authority such as
Creditors, Financial Institutions, Banks or any government or local authority until appoint
any person to the position of director in the Company's Board of Directors (such person will
be hereinafter referred to as the "Nominated Director of the Lender") and remove such
designated person and appoint any other person to his place and will not retire by rotation or
removal by the Company, until the Company will not refund financial assistance.

26. Subject to the provisions of the 2013 Act, the salary of each director is determined from
time to time. The director may also pay travel expenses and other expenses out of his own
pocket, if any, related to attendance at meetings of the Board and / or attend any other work
of the Company as determined by the Board of Directors.

27. Subject to the provisions of the Act of 2013, if any willing director is called to provide
additional services for the needs of the Company, the Company will reward such director and
the remuneration may be determined by the Management Board, and this remuneration may
be additionally for remuneration or in exchange for remuneration, unless otherwise specified.

28. Subject to the provisions of the 2013 Act, In particular the prohibitions and restrictions
contained in section 179 of the 2013 Act, its management board may periodically entrust the
managing director and entrust him with temporary powers that may be exercised by directors
if they consider this to be is appropriate and can grant such powers on time and may be

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exercised for such purposes and purposes and under such conditions and in its sole discretion;
and may grant such powers, both in terms of security and exclusion, or in exchange for all or
part of the powers of directors on that behalf, and may from time to time revoke, withdraw,
amend or change all or any of these powers.

PROCEEDINGS OF BOARD

29. Seven clear days Notification of each meeting of the Board should be sent in person or by
e-mail to each Director at his registered address in the company. Such meetings may be
convened at the intervals specified in the 2013 Act, or otherwise, without limiting the notice
period, with the consent of all the directors of the Company.

30. Participation by videoconference or other audiovisual means may be allowed in

accordance with the provisions of the 2013 Act and the relevant provisions contained therein,
the meeting notice should clearly specify this.

31. The Board may meet together to conduct business, including video conferencing, in
which one or more Board members or any Council committee may participate in a meeting of
the board or committee by means of a video conference or other audiovisual means mean
enabling all persons participating in the meeting to see each other at the same time and hear.
If a member participates via videoconference, the meeting place is the chairman's seat.

When member participate through video conferencing, the Chairperson shall ensure the
presence of the quorum before each agenda is taken up for discussion and the Members of the
Board or Committee participated in the meetings through video conferencing shall also be
reckoned for the purpose of ascertaining the quorum of the Meeting.

32. The director may at any time convene a meeting of the board at the request of the director
or any secretary.

33. The quorum at the meeting of the Board of Directors is one-third of its total strength
(each part contained in this one-third is rounded as one) or two Directors, whichever is
higher.

34. Any action taken at any meeting of the board of directors or its committee or any person
acting as director may later be considered defective in connection with the appointment of

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one or more such directors or any person acting as mentioned above, or that they or any of
them have been disqualified, are valid as if any such director or person had been duly
appointed as qualified director.

35. Where the company is having only one director on its Board of Directors, all the
businesses to be transacted at the meeting of the Board shall be entered into minutes book
maintained under section

118; Such minute’s book shall be signed and dated by the director and the resolution shall
become effective from the date of signing such minutes by the director and provisions of
Section 173(5) and 174 of the Act 2013 shall not apply.

POWERS AND DUTIES OF DIRECTORS

36. The management and control of the Company's operations belong to Directors who may
exercise all such powers and perform all activities and activities that may be performed or
performed by the Company, except for those business positions clearly oriented or required to
be performed or performed by the Company at the General Meeting in accordance with with
the provisions of the Act of 2013 or any other provisions approved by a member by adopting
a special resolution at the General Meeting of the Company and in accordance with any
provisions periodically issued by the Company at the General Meeting, provided that no such
regulations invalidate any previous action of the Directors that would valid if such provisions
were not adopted.

37. The Board may fix the remuneration of such Managing Director whether by way of salary
and/or commission or by conferring a right to participate in the profits of the Company or by
a combination of both.

38. The Management Board may, subject to the provisions of the 2013 Act, delegate any of
its powers to a committee consisting of such a number of members, not less than two of its
directors who deem it appropriate, and / or the managing director or manager or the Secretary
of the Company, if there. Each Committee, Managing Director, Manager or Secretary of the
Company thus formed, in exercising the powers delegated in this way, shall comply with all
regulations which may be periodically imposed on it by the Management Board.

39. All questions arising at each meeting of the Board will be settled by the majority of
directors entitled to vote.

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40. In the event of a tie, the chairman of the meeting has a second or decisive vote.

CONTRACT BY THE COMPANY

41. In the event of the conclusion of a contract by the only member of the company who is
also the director of the company, the company ensures that, unless the contract is concluded
in writing, the terms of the contract or offer are included in the memorandum or recorded in
the minutes of the first meeting of the company's management board, which took place after
conclusion of the contract: Provided that none of the provisions of this sub-chapter applies to
contracts concluded by the company in the ordinary course of business; the company shall
inform the secretary of any contract concluded by the company and recorded in the minutes
of the meeting of the board of directors within fifteen days of approval by the board of
directors.

OPERATIONS OF THE BANK ACCOUNT

42. The director (s) or other person duly authorized by the Board of Directors is entitled to
open bank accounts, sign checks on behalf of the Company to service all of the Company's
bank accounts and to receive payments, advocate and draw lots and accept transferable
instruments, accounts etc. or may authorize any other person or persons to exercise such
authority.

BORROWING POWERS

43. Subject to the provisions of the 2013 Act, the Council may from time to time, at its sole
discretion, borrow or raise funds from banks, financial institutions, non-banking companies,
private companies or other persons.

44. The payment or repayment of borrowed money in the above-mentioned manner may be
secured in such a manner and under such conditions, in all respects as the Board deems
appropriate by issuing bonds or bonds of the Company encumbering all or any part of the
Company's assets (both current and future) , including its unpaid capital and bonds or bonds,
for the time being, may be released from any shares between the Company and the person
whose shares may be issued.

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45. All bonds, bonds may be issued at a discount, bonus or otherwise, subject to the
provisions of the Act of 2013. They may be issued subject to special rights regarding
redemption, drawing, appointment of directors and others.

46. The Company shall comply with all the provisions of the Act 2013 in respect of the
mortgages or charges created by the Company and the registration thereof and the transfer of
the debentures of the Company and the register required to be kept in respect of such
mortgages, charges and debentures.

47. If directors, any of them or another person become personally responsible for paying any
amount due primarily from the Company, directors may perform or cause a mortgage, fee or
security in relation to all or part of the Company's assets as compensation to secure directors
or persons who will thus be liable for any loss arising from such liability.

DIVIDENDS AND RESERVES

48. The Company may announce a dividend at a general meeting, but no dividend may
exceed the amount recommended by the Board 51. The board may from time to time pay a
member such temporary dividends that seem justified by the Company's profits.

49. Subject to the provisions of the Act of 2013, the Management Board may, before
recommending any dividend, set aside from the Company's profits the amounts it deems
reasonable as a provision or reserves that, at the discretion of the management board, will
apply, for any purpose for which profits can be properly applied Companies, including to
ensure that contingency conditions are met or dividends are equalized; and until such a
request is made, they may, at their own discretion, be either employed in the Company's
operations or invested in such an investment (other than Company shares), which the
Management Board may from time to time deem appropriate.

50. The Board may also carry forward any profits, which it may think prudent not to,
distribute without setting them aside as a reserve.

51. The Board may deduct from any dividend payable to member all sums of money, if any,
presently payable by him to the company on account of calls or otherwise in relation to the
shares of the company.

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 BONUS SHARES

52. Subject to Act 2013, the company may issue fully paid up bonus shares to the member of
the company by way of capitalization of the balances standing to the credit of securities
premium account, general reserve, or, credit balance of Profit and loss account or such other
specified reserves.

ACCOUNTS

53. Directors should keep true and fair accounts:

a. Company's assets and liabilities; and

b. of all amounts of money received and spent by the company, and matters for which inflows
and expenses take place.

SECRECY

54. Each Manager, Auditor, Trustee, Committee Member, Officer, Servant, Agent,
Accountant or other person employed in the Company's operations will, if required by the
Board of Directors, observe strict confidentiality in relation to all transactions of the
Company with clients and the account of natural persons and in matters related to this and
through such a declaration undertakes not to disclose any issues that may be known to him in
the performance of their duties, unless required by directors or by the general meeting or by
Members, except where it may be necessary to fulfil any of the provisions of these gifts.

CAPITALISATION OF PROFITS

55. (a) On the recommendation of the Board, the Company may decide that it is desirable for
the moment to recapitalize any part of the amount in the profit and loss account or otherwise
make it available for distribution, and this sum will be appropriately made available for
payment in the manner specified below among the member who would be authorized to do
so, if it was paid as a dividend:

i. The amount referred to above will not be paid in cash, but will be applied, subject to the
provision appearing in repayment or to repay it at present against any shares held by the
member or

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ii. Payment for fully issued shares of the Company that will be allotted, distributed and saved
as fully paid to the member;

iii. Partly in the way specified in sub-clauses (i) and (ii) above.

(b) The bonus account of shares and the capital redemption account may, for the purposes of
this Regulation, be used to pay for outstanding shares to be issued as a member of the
Company as fully paid bonus shares.

INDEMNITY
56.Each director, officer or agent for the time being of the Company will be released from the
Company's assets from any liability, costs or expenses incurred by him in defense of all
proceedings (including fees and expenses of lawyers), both civil and criminal in which the
judgment was issued on his benefit or in which he was acquitted or in which the court or
tribunal grants him relief.

Name, address, descriptions Signature of Subscriber Signature, name, address,

and occupation of subscriber descriptions and occupation of
witness

1. P. Sanjana,
1. Ms. Priyanjali Panda, 8-113, Prestige
Occupation- Apartments, Near
photojournalist, Panagala Park,
1-2-204, Raghava 8th cross, North usman
Enclave, Beside Phoenix road, T- Nagar, Chennai,
Market City, Anand Tamil Nadu.
Nagar, Tambaram Road,
Velachery, Chennai, 2. A. Harsha.
Tamil Nadu 93-1B, Mourya Enclave,
Ambattuir Road,
Nungambakkam,
Chennai,
Tamil Nadu

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