(THE COMPANIES ACT, 1956)

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION
OF
PRIVATE LIMITED

I. The name of the company is: PRIVATE LIMITED

II. The Registered Office of the Company will be situated in the National Capital
Territory of Delhi.

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 purchase, sell, import, export, manufacture and carry on the business of

distributing agents or dealers in and all kinds of hygiene specialties’ including
wrapping material, paper, creams, ungreding, hair dressings, sanitary pads, washes
pomades, dyes cosmetics, skin preparations, soaps, oils absorbent, cotton oleaginous
and vapraceious, substance, toilet rolls and other toilet requisites, preparations and
accessories of every description.

2. To carry on the business of trading, conversion, lamination, fabrication, printing of

plastic, aluminum, polyster, paper and metal foils, rolls, cones, films and other
Hygiene Products.

3. To manufacture, process, prepare, preserve, can refine, bottle, buy, sell and deal
whether as wholesalers or retailers or as importers or as principals or agents, in
Hygiene, Vegetables, canned and tinned and processed foods, protein health and
instant foods of all kinds including baby and dietetic, foods, cereals, beverages,
cordials, tonics, restoratives and aerated mineral water and foods.

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(B) THE OBJECTS ANCILLARY OR INCIDENTAL TO THE ATTAINMENT OF
THE MAIN OBJECTS ARE:

1. To purchase or otherwise acquire, own, import, sell, export and deal in all
materials, substance appliances, machines, containers and other articles and
apparatus and things capable of being used in any of the aforesaid business and to
own, lease and otherwise acquire and use facilities of whatever kind as may be
convenient or useful or conducive to the effective working of main business or
any part thereof.

2. To acquire, build, construct, alter, maintain, enlarge, pull down, remove or

replace and to work, manage and control any buildings, offices, factories, mills,
shops, machinery, engines, roadways, tramways, railways, branches of siding,
bridges, reservoir, water courses, wharves, electric works and other works and
conveniences which may seem necessary to achieve the main objects of the
company and to join with any other such person, firm or company in doing any of
these things.

3. To buy, sell repair, alter, improve, exchange, let out on hire, import, export and
deal in all factories, works, plants machinery, tools, utensils, appliances,
apparatus, products, materials substances, articles and things capable of being
used in any business which this company is competent to carry on and to
manufacture, experiment with, render, market and deal in all products residual
and by-products incidental to or obtained in any of the businesses carried on by
the Company.

4. To purchase, take on lease or tenancy or in exchange, hire, take options over or

otherwise acquire any estate or interest, whatsoever and to hold, develop, work
cultivate, deal with and turn to account concessions, grants, decrees, licenses,
privileges, claims, options, leases, property, real or personal or rights or powers
of any kind which may appear to be necessary or convenient for the business of
the Company.

5. To pay for preliminary and pre-incorporation expenses of the Company.

6. To sell, exchange, mortgage, let on lease, royalty or tribute, grant licenses

easements, options and other rights over and in other manner deal with or dispose
of the whole or any part of the undertaking, property, assets, rights and effects of
the Company for consideration as may be thought fit and in particular for stocks,
shares, debentures whether fully or partly paid-up or securities of any other
company having objects whole or in part similar to those of the Company or as
may be approved by the shareholders.

7. To pay for any rights or property acquired by the Company and to remunerate
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any person, firm or body corporate rendering services to the Company either by
cash payment or by allotment to him or them of shares or securities of the
Company as paid up in full or in part or otherwise.
8. To lend and advance money, in connection with the business either with or
without security and give credit, to such persons (including Government) and
upon such terms and conditions as the Company may think fit, provided that the
Company shall not carry on banking business within the meaning of Banking
Regulations Act, 1949.

9. To undertake financial and commercial obligations, transactions and operations of

all kinds.

10. To guarantee the performance of any contract or obligations and the payment of
money or dividends and interest on any stock, shares or securities of any
company, corporation, firm or person in any case in which such guarantee as may
be considered directly or indirectly to further the objects of the Company.

11. To guarantee the payment of money unsecured or secured or payable under or in

respect of promissory notes, bonds, debenture stocks, contracts, mortgages,
charges, obligations, instruments securities of any company or of any authority,
supreme, municipal, local or of any persons whether incorporated or not
incorporated, and generally to guarantee or become sureties for the performance
of any contracts or obligations as may be necessary for the business of the
Company.

12. To subscribe for, acquire, hold and sell shares, share-stock, debentures,
debenture-stock, bonds, mortgages, obligations, securities of any kind issued or
guaranteed by any company (body corporate or undertaking) of whatever nature
and whatsoever constituted or carrying on business and to subscribe for acquire,
hold and sell shares, debentures and debenture-stocks, and debenture-bonds,
mortgages, obligations and other securities issued or guaranteed by any
government, sovereign ruler, commissioners, trust, municipal, local or other
authority or body of whatever nature, whether in India or elsewhere as may be
conductive to the business of the Company.

13. To invest in including investment in Company’s own shares any money of the
Company not immediately required, in any investments, movable or immovable
as may be thought proper and to hold, sell or otherwise deal with investment
shares or stock in the company as may be necessary for the business of the
Company.

14. Subject to Section 58A, and 292 of the Companies Act, 1956 and the regulation
made there under and the directions issued by Reserve Bank of India, to receive
money on deposit or loan and borrow money in such manner as the
Company
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shall think fit and in particular by the issue of debentures or debenture-stock
(perpetual or otherwise) and to secure the payment of any money borrowed,
raised or owing on the mortgage, charge or lien upon all or any of the property
or assets of the Company ( both present or future) including its uncalled capital
 and also by similar mortgage, charge or lien to secure and guarantee the
performance by the Company, or any other such person or Company, or any
obligation undertaken by the Company.

15. To draw, make, accept, endorse, discount, negotiate, execute and issue bills of
exchange, promissory notes, bills of lading, debentures and such other negotiable
or transferable instruments or securities of all types.

16. To apply for, purchase or otherwise acquire and protect, prolong and renew in
any part of the world, any patents, and patent rights, inventions, trade marks,
designs, licences, protections and concessions conferring any exclusive or non-
exclusive or limited right to their use or of any secret or other information as to
any invention, process or privileges which may seem capable of being used for
any of the business of the Company or the acquisition of which may seen
calculated directly or indirectly, to benefit the company and to use, exercise,
develop or grant licenses or privileges in respect of or otherwise turn to account,
the property, rights and information so acquired.

17. To spend money in experimenting upon and testing and improving or seeking to
improve any patents, rights, inventions, discoveries, processes or information of
the Company or which the Company may acquire or propose to acquire.

18. To do all or any of the above things either as principals, agents, trustees,
contractors or otherwise and either alone or in conjunction with others and either
by or through agents, sub-contractors, trustees and otherwise.

19. To acquire and take-over all or any part of the business, property and liabilities of
any person, firm or company carrying on or proposing to carry on any business
which this Company is authorised to carry on or possess property suitable for the
business of the Company.

20. To procure the registration or recognition of the company in or under the laws of
any place outside India.

21. To form, incorporate or promote any company or companies whether in India or

elsewhere having amongst its or their objects the acquisition of all or any of the
assets or controls, management of development of the Company or any other
objects which in the opinion of the Company could or might directly or indirectly
assist the Company in the management of its business or the development of its
properties or otherwise prove advantages to the Company and to pay all or any of
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the costs and expenses incurred in connection with any such promotion or in
-corporation and to remunerate any person or company in any manner it shall
think fit, for services rendered or to be rendered in or about the formation or
promotion of the Company or the conduct of its business or in or about the
promotion of any other such company in which the Company may have an
interest.
22. Subject to the provisions of Section 391 to 394 of the Companies Act, 1956, to
amalgamate or to enter into partnership or any arrangement for sharing profits,
union of interest, co-operation, joint venture or reciprocal with any person or
persons or company or companies carrying on or engaged in any business which
the Company is authorised to carry on.

23. To enter into any arrangements and take all necessary or proper steps with
Governments or with other authorities supreme, national, local, municipal or
otherwise of any place in which the Company may have interests and to carry on
any negotiations or operations for the purpose of directly or indirectly carrying
out the objects of the company or effecting any modification in the constitution of
the company or for furthering the interests of the members and to oppose any
such steps taken by any other company, any firm or person which may be
considered likely, directly or indirectly to prejudice the interest of the Company
or its members and to assist in the promotion whether directly or indirectly of any
legislation which may seem advantageous to the company and to obtain from any
such Government authority and company any charters, contracts, decrees, rights,
grants, loans, privileges, or concessions which the company may think it desirable
to obtain and carry out, exercise and comply with any such arrangements,
charters, decrees, rights, privileges or concessions.

24. To adopt such means of making known the business of the Company as may
seem expedient and in particular by advertising in the press by circulars, by
purchase and exhibition of works of art or interest, by publication of books and
periodicals and by granting prizes, rewards and donations.

25 (a) To undertake and execute any trust, the undertaking of which may seem to the
Company desirable and either gratuitously or otherwise and vests any real or
personal property, rights of interests acquired by or belonging to the company in
any person or company on behalf of or for the benefit of the company and with or
without any declared trust in favour of the Company.

(b) To accept gifts including by way of Awards/prizes from Govt. and semi-govt
bodies and to give gifts and donations to create trust for the welfare of employees,
members, directors and/or their dependants, heirs and children and for deserving
object for and such other persons also to act as trustees.

26. To apply the assets of the Company in any way in or towards the establishment,
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maintenance or extension of any association, institution or fund in any way
connected with any particular trade or business or with trade or commerce and
particularly with the trade, including, any association, institution or fund for the
interests of masters, owners and employers against loss by bad debt, strike,
combination, fire, accident or otherwise or for the benefit any employee workman
or others at any time employed by the Company or any its predecessors in
business or their families or dependants and whether or not in common with
other persons or classes of persons and in particular of friendly, co-operative and
other societies, reading rooms, libraries, educational and charitable institutions,
 dinning and recreation rooms; churches, chapels, schools, and hospitals and to
grant gratuities, pensions and allowances and to contribute to any funds raised by
public or local subscription for any purpose.

27. To aid peculiarly or otherwise, any association, body or movement having for an
object the solution, or settlement of industrial or labour problems or troubles or
the promotion of industry or trade.

28. To subscribe or guarantee money for any national, charitable, benevolent, public,
general or useful object or for any exhibition subject to the provisions of sections
293A of the Act.

29. Subject to the provisions of the Gift Tax Act, 1957 and the statutory amendments
thereof, the Company has power to make and receive gifts either in cash or other
such movable or immovable properties.

30. To establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or superannuation funds for the benefits
of and give, procure the giving of donations, gratuities, pensions, allowances or
emoluments to any persons who are or were at any time in the employment or
service of the Company or is allied to or associated with the company or with any
such subsidiary company or who are or were at any time Directors or officers of
the company as aforesaid and the wives, widows, families and dependants of any
such persons and also establish and subscribe to any institutions, associations,
clubs or funds calculated to be for the benefit of or to advance the interest and
well-being of the Company or of any such other Company as aforesaid and make
payments to or towards the insurance of any such persons as aforesaid and do
any of the matters aforesaid, either, alone or in conjunction with any such other
company as aforesaid.

31. To distribute among the members in specie or otherwise any property of the
Company, or any proceeds of sale or disposal of any property of the company, in
the event of its winding-up but so that no distribution amounting to a reduction of
capital be made except with the sanction (if any) for the time being required by
the Companies Act, 1956.
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32. To do all such other things as may be deemed incidental or conducive to the
attainment of the above objects or any of them.

33. To give guarantees and carry on and transact every kind of guarantee and counter
guarantee business and in particular to guarantee the payment of any principal
moneys, interest, or other moneys secured by or payable under any debentures,
bonds, debenture stock, mortgages charges, contracts, obligations and securities
and the payment of dividends on and repayment of the capital of stocks and
shares of all kinds and descriptions.
34. To enter into any arrangement (including arrangement for sharing of profits,
union of interests, co-operation) agreement ( including partnership, joint ventures,
reciprocal concessions) or collaboration and/or otherwise with any Government
or Authority, Foreign, supreme, Central, State, Municipal, local or otherwise or
with any other companies, associations or persons whether Indian or foreign that
may seem conducive to the company’s objects or any of them and to obtain from
such Government or authority, company, firms, associations or persons all rights,
concessions and privileges, on such terms and conditions as the company may
think it desirable and to obtain and to carryout, exercise and comply with any
such arrangements, rights, privilege and concessions.

35. To procure the registration or other recognition of the company in any country,
state or place and to establish and regulate agencies for the purpose of the
company’s business.

36. To do all or any of the above things in any part of the world, as principals, agents,
contractors, trustees or otherwise and by or through branches, trustees, agents or
otherwise and either alone or in conjunction with others.

37. To guarantee the payment or performance of any contracts or obligations or

become surety for any person, firm or company for any purpose and to act as
agents for the collection, receipt or payment of money and to act as agents for and
render secures to customers and others and to give guarantee and indemnities.

(C) THE OTHER OBJECTS ARE:-

1. To carry on the business as dealers in and purchasers of dairy farms, gardens and
produce of all kinds and in particular milk, cream, butter, ghee, cheese, poultry,
eggs, fruits, vegetable oils, vegetable ghee, pork-ples, sausages, prawns, potted
meat, table delicacies.

2. To carry on the business of manufacturing and selling carbonated or other watts,

suppliers of heat, light, water, gas or brine for refrigerating purpose and to keep,
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maintain, and equip service stations for the said purpose.

3. To carry on the business of manufacturers of all kinds of condensed milk, jams,

pickles, ciders, preserved foods of all kinds and of such other articles as may
conveniently be produced or manufactured therewith.

4. To erect, construct, establish and provide all kinds of conveniences

improvements, entertainments in particular readings, writings, bioscope and
cinema shows, lockers, safe deposits, stables, vaults, telephone, teleprinter and
fax machine facilities, telegraph, clubs, stores, provisions shops baths, swimming
tanks and pools and lavatories.

5. To subscribe, buy, keep, sell, give on hire or otherwise deal in books, magazines,
periodicals, journals, pictures and all kinds of readable material. To establish,
 maintain, equip and furnish a reading and circulating library for use of the
subscribers or customers or visitors either gratuitously or on such terms and in
accordance with such regulations as may be deemed proper.

6. To carry on the business of film manufacturers, film apparatus manufacturers, film

producers, both sound and silent, hippodrome and circus proprietors, proprietors,
and managers of cinema houses, theatres, concert halls, picture palaces, studios.
To carry on the business of letting or subletting the use of cinema halls, theatres,
picture places, studios or other machinery apparatus, building or structure of the
Company for purpose of use for exhibition, display of films, dramatic or
theatrical performances, concerts or other entertainments or objects allied to or of
similar kind as that of the Company and to provide for the production direction,
exhibition, representation, display whether by mechanical means or otherwise or
plays, open air or other theatrical performances, operas, buriesque, ballets,
pantomimes, jugglery, mesmeric, yogic, hypnotic, spectacular pieces, mushairas,
symposiums and such other musical and drama tic, athletic and similar
performances for amusement or entertainment both in public and private.

7. To carry on the business of manufacturers of or dealers in all types of glass

products, such as sheet and plate glass, optical glass wool and laboratory-ware.

8. To undertake to manufacture, process, import, export and sell of calcined, petroleum,

petrochemical and its by-products, coal and coal tar products, dyes, drugs,
medicines and pharmaceuticals and derivatives, paints, pigments and varnishes,
explosives and ammunition, all types of heavy chemicals, textiles, chemicals,
photographic chemicals, clay and boards, soaps, glycerin, fertilizers, pesticides,
manures, fungicides and allied products fats and waxes.

9. To carry on the business of goldsmiths, silversmiths, jewellery and gem

merchants, importers and exporters of bullion and any other such articles related
thereto.
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10. To carry on the business of manufacturers of or dealers in typewriters,
calculating, machines, vacuum cleaners, sewing machines, printing machines, ice
cream manufacturing and dairy equipment.

11. To acquire or set up and run hospitals, clinics, nursing homes, maternity and
family planning units or pathological laboratories and optician shops.

12. To carry on the business of manufacturers or dealers of tractors, tractor parts,

automobiles, ships, aeroplanes, earth moving equipments, internal combustion
engines, boilers, locomotives, cranes and compressors.

13. To manufacture and or deal in automobile parts, spare parts and components or
machineries thereof.

14. To carry on the business of machinists, manufacturers of prosed bowls, marine

engineers, iron founders, brass founders, iron and steel converters metallurgists,
 smiths, iron masters, steel masters, blast furnace, proprietors, consulting
engineers, asbestos manufacturers, japanners, annealers, enamellers, electric and
chromium palters, polishers, painters, tinsmiths, locksmiths, ironmongers, wire
weavers and to buy, sell, manufacture, repair, alter, convert, let on hire, and deal
in plant, machinery, tools, implement, utensils and rolling stock.

15. To carry on the business of manufacturers of and dealers in all types of celluloid,
bakelite, industrial rollers, sheets, belting, tyres, tubes, scientific, industrial and
surgical instruments and agricultural equipments.

16. To carry on business as manufacturers of or dealer in or as stockists, importers

and exporters of packing materials, cartons, containers, boxes and cases made of
paper, board, wood, glass, plastic, pulp, cellulose films, polythene, rubber, metal,
foils, gelatin, tin flexible, treated, laminated or such other materials related
thereto.

17. To undertake or promote research in economic, fiscal, commercial, financial,

technical and scientific problems.

18. To carry on business of timber and lumber merchants, lumber yard and sawmill
proprietors and to buy, sell, prepare, for market, import and deal in timber and
wood of all kinds and to carry on the business of logging and lumbering,
purchasing acquiring and leasing timber berths.

19. To carry on the business of manufacturers, buyers, sellers, exporters and

importers of pulp, paper boards and paper products of all types and kinds and in
all forms and to process and re-pack paper and paper products and to carry on the
business of stationers, printers, lithographers, stereotype stationers, printers,
lithographers,
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stereotypes, electrotypes, photographic printers, block markers, photolitho-
graphers, engravers, die-makers, computerised photo composers account books
manufacturers, book sellers and publishers.

20. To carry on the business of spinners, weavers, manufacturers of cotton, cotton

textiles and other fibrous materials, balers and pressers of jute, cutting, jute
rejections, hemp and the cultivation thereof and the business of buyers, sellers
and dealers of jute, jute cutting, jute rejections, jute manufacturing, hemp and
other fiberous material, oil seeds and any, other seeds and products and of goods
or merchandise made thereof and to transact all manufacturing or cutting and
preparing processes and mercantile business that may be necessary or expedient.

21. To carry on business of manufacturers of and dealers in sports goods.

22. To sink wells and shafts, lay down pipes, construct, improve, maintain, develop,
work, manage, carry out or control any roadways, tramways, runways, branches
or sidings, bridges, telegraph lines, canals, reservoirs, water courses, wharves,
 sheds, hydraulic works, electric works and factories, power houses colonies,
houses and villages.

23. To carry on business of manufacturers of and dealers in all kinds of electrical

machinery and electrical apparatus for any purpose and to manufacture, sell,
supply and deal in accumulators, lamps, meters engines, dynamos, batteries,
telephonic or telegraphic apparatus of any kind and manufacturers of and dealers
in scientific instruments of any kind.

24. To carry on the business of fabricators and re-rollers of all types of ferrous and
non-ferrous metals, manufacturers of steel strips, steel pressed sections, tubes,
pipes and bolts, hinges, eldrops, tower bolts, roofing nails, pad bolts, door
shutters, nuts, buckets, karals, gats channels, sanitary fittings, wires-knifings, wire
ropes, hardware fitting of all kinds, cutting and hand tools.

25. To carry on the business of water works engineers and manufacturers and
suppliers of atomic power and gas generators.

26. To build bus bodies and to manufacture railway wagons , passenger coaches
(railways or roadways), tramways and their components, jigs and fixtures,
precision instruments, gas welding plants, paper and cement plants, general
purpose and tool room machinery, hardening, annealing and tempering furnaces,
motor boats, cables and conductors.

27. To manufacture, buy, sell, import and export cement, rayon, pulp, glass wool and
such other sound and water proofing materials.
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28. To carry on research and development, to manufacture, buy, sell, import and export,
to act as distributing agents, developers, processors’ consultants, repairers and
dealers in the field of all kinds and sources of energy such as mechanical,
electrical, heat, sound and light, derived from natural and such other sources
including in particular from the use of oil, gas, coal, water and such other sources
of energy such as solar geothermal, wind, tides, biogas, gobar-gas, wastes and
other residual products and to supply, use, purchase, acquire, distribute and apply
the same for industrial, commercial, agricultural and domestic or other purpose for
providing motive power, electric power, thermal power and other types of power
for lighting, heating, cooling, refrigeration drying, seasoning, evaporation,
distilling and to develop processes, equipments, instruments, apparatuses,
appliances and accessories for conversion of one type of energy to other and in
connection with all the aforementioned objects, to acquire, construct, manufacture,
erect, lay down, alter, work, all equipments, instruments, apparatuses, appliances,
and other plant and machinery related and to supply all such materials, products
and things as may be necessary or convenient in connection with the production,
use, storage, regulation, measurement, supply and distribution of such products by
the Company.
29. To carry on the business of manufacturers, merchants, importers, exporters,
maintainers, hires, processors, engineers, consultants, dealers, and agents in all
kinds of electrical, electronic, mechanical and optical appliances and apparatuses
of every description including lighting, radio, television, telecommunication
requisites, radars, computers, business machines and their components including
valves, transistors, resistors, condensers, coils, motors, generators and their
requisites, components and stores of all kinds and descriptions.

30. To buy sell, process, improve, alter, exchange, or let on hire, import, export and
deal in all kinds of metallic alloys, iron, steel, ingots, billets, rods, wires, ferrous
and non-ferrous metals.

31. To carry on business of purchase and sale of kapas, cotton and cotton seeds and
man-made fibres and plastic business.

32. To carry on business as manufacturers of and dealers in building components

such as lightweight cellular re-inforced autoclaved concrete slabs and block for
floors, walls and roofs and prestressed precast, re-inforced concrete building
components and any other such materials related thereto.

33. To carry on the business quarry proprietors, of stone and granite merchants,
dealers, exporters and contractors and to search for, mine win, raise, make
marketable, use, sell and dispose of granite stones, coal, minerals and mineral
substances and products and to prepare and manufacture cement paving, blocks,
wax and bituminous road materials.
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34. To carry on business as manufacturers of and dealers in marble, asbestos, stone,
bricks, clay, china, porcelain, terracotta, earthwards, pipes, mosaics, slates,
windows, doors, shutters, basins, chimney pieces, stoves, baths, sanitary-ware,
household fittings damp-proof materials, paints, varnishes, ropes, cords and
fitting of every description.

35 To carry on the business of hotel, restaurant, cafe, licensed tavern, and beer-
house, restaurant room, and house-keeper, licensed victuallers, purveyors,
caterers for public amusement or entertainment, coach, cab, carriage and motor
car proprietors, livery stable and garage keepers job masters live and dead stock,
colonial and foreign produce of all description, proprietors of clubs, dressing
rooms, laundries grounds and places of amusements, recreation, sports, tennis
courts, swimming pools, entertainment and institutions of all kinds, tobacco and
cigar merchants.

36. To manufacture, produce, compress, liquefy, supply, purchase, sell, trade, import,
export, distribute as agents of all types of industrial, domestic, medical and
commercial gases such as oxygen, hydrogen, acetylene, nitrogen, argon, carbon
dioxide, Freon, dissolved acetylene, Freon carbonic acid in g as and liquid form.

37. To buy, sell, manufacturer, fabricate, repair, alter, convert, recondition improve,
exchange, barter, import, export, let on hire and deal in all types of gas cylinders,
 bottles, containers, receivers, corks valves, scales, laboratory, gas-masks,
regulators, compressors, engines, machines laboratory equipments, tools and such
other appliances, equipments, apparatus, conveniences and accessories connected
therewith.

38. To act as consulting engineers and management consultants and to prepare project
reports and plan layouts and provide technical advice guidance and supervision in
the erection, installation, commissioning of any project industrial or otherwise.

39. To carry on the business as seed merchants, oil merchants, cotton, groundnuts,
condiments and castor merchants, cake and corn merchants, millers and flour
merchants, bakers, biscuit makers and confectioners.

40. To carry on business in securities and to deal in stocks and shares.

41. To carry on the business of steel furniture, iron safes, rolling shutters, office
equipments and such other steel structural products of all types.

42. To carry on the business of petrol pumps and service stations.

43. To grow, raise, tend cultivate tea, coffee, cinchona, rubber and such other
produce and to carry on the business of tea planters in all its branches and to
carry on the
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business of cultivators, buyers of every kinds of vegetable, minerals or other
produce of the soil, to prepare, manufacture and render marketable such produce
and to sell, dispose of and deal in any such produce, either in prepared,
manufactured or raw state and either by wholesale or retail.

44. To carry on the business of helicopter spraying on farms, grove lands,

cultivations, gardens and such other allied business, eradication of diseases, virus
and insecticides.

45. To deal in, supply, manufacture, import all kinds of cosmetics, perfumes and
beauty aids.

46. To carry on the business of buying, selling, exporting, importing, manufacturing,

constructing, devising and preparing all kinds of advertising novelties, materials,
aids, complimentary gifts, devices, designs and any other such media used for the
purpose of audio-visual publicity and advertisement.

47. To carry on the business of advertising agents both out-door and through
newspapers magazines, books, periodicals, directories, screens, walls, buses,
railway carriages or through any such other media of advertisement of all types.

48. To carry on the business of millers in all its branches, to set up mils for milling
wheat, gram, cereals, dal, basen, maida, atta, suji and such other allied products
thereof and to manufacture any by-products, food products such as biscuits,
 flakes, dalia and confectionery from flours of all kinds and descriptions and to set
up factories or mills for the manufacture thereof.

49. To manufacture, process, fabricate, design, buy, sell, import, export or otherwise deal in
all kinds of electrical wires and cables, insulated cables, welding cables, D.C.C. Wires,
super enamelled wires, (bars or covered by plastic, rubber, cotton, paper or PVC),
conductors, low medium and high tension, insulators, switches gears made of ferrous or
non-ferrous metals, silver or any other such substance thereof.

50. To manufacture, process, formulate and to draw wires of all kinds and
descriptions, whether of copper or aluminum or any other metal by any process
or methods being employed or by research on any metal or non-metal or any
other such type of material required or may be innovated in future.

51. To manufacture sowing machines, reaping machines, thrashing machines, tractors

and all such other kinds of farm implements and machinery, dairy machines,
elevating machines, conveying machines transmission machines, incubators and
parts, tools and accessories requisites therefor.
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52. To carry on the business of manufacturers of and dealers in ready-made garments
of all kinds.

53. To assist any company or other enterprise in its dealing with any Governments,
local, statutory and other authority whether in India or abroad in the legitimate
pursuit of its activities and to produce capital for any company or enterprises.

54. To carry on the business of manufacturers and dealers of hosiery goods of every
kind, nature and description for men, women and children.

55. To carry on the business of manufactures of and dealers in all kinds of carpets,
durries, mats, rugs, blankets and such other similar articles of woolen and worsted
materials.

56. To carry on the business of importers and exporters, ship-owners, ship-builders,

chatterers of ships and other vessels, warehouse-men and insurance brokers,
carriers, forwarding agents and wharfingers.

57. To carry on the business as manufacturers of and dealers in leather and leather
goods of all description and/or leather dresses, hides, skins and all things and
material connected therewith.

58. To carry on the business of advisers on problems relating to the administration

and organisation of industry and business and to advise upon the means and
methods for extending, developing and improving all types of business or
industries and all systems and processes relating to production, storage,
distribution, marketing and sale of goods and/or relating to the rendering of the
services.
59. To undertake, carry out, promote and sponsor programmes for rural development
including any programme for promoting social and economic welfare or the upliftment
of the people in any rural area and to incur any expenditure on any such programme of
rural development and to assist execution and promotion there of either directly or
through any agency or in any other manner. Without prejudice to the generality of the
forgoing, the words’ Rural Area’ shall include such areas as may be regarded as rural
areas under Section 35-CC of the Income-Tax Act, 1961 or any other law relating to
rural development for the time being in force or as may be considered by the Directors as
rural areas and in order to implement any of the above mentioned objects or purposes the
Directors may, at their discretion, transfer without consideration or at such full or
confessional value as the Directors may think fit and divert the ownership of any
property of the Company to or in favour of any public or local body or authority or
central or state Government or any public institution, Trust or Fund or any other such
agency devoted to the work of rural development as approved by the Central
Government
14
or State Government or any other such appropriate authority related thereto.

60. To erect, construct, establish and provide all kinds of conveniences,

improvements for customers and other and in particular lockers, safe deposits,
vauits, stables, telephone and telegraph, facilities, clubs, stores, provision, shops,
baths, swimming tanks, pools and laboratories.

61. To carry on the business of ice makers, ice dealers, refrigerating stock keepers,
makers, manufacturers of and dealers in freezing and refrigerating agents,
mixtures and medicines of all descriptions.

62. To carry on the business of stock and share brokers and to deal (purchase and
sale) in shares, securities, debentures of private and public sector companies
registered unites registered under the Companies Act, 1956 and to deal in
Governmental securities, Trust securities and all other such types of securities and
actionable claims and to hold them as investments for earning profits.

63. To acquire, take up and hold shares, stocks, debentures, debenture stocks, bonds,
obligations and securities issued or guaranteed by any company, corporation or
authority constituted for carrying on business in India or in any foreign country
and debentures, debenture-stocks, bonds, obligations and securities issued or
guaranteed by any Government, sovereign ruler, commissioner, public body or
authority, supreme, municipal, local or otherwise, whether in India or any foreign
country.

64. To sell, export or otherwise by themselves or through agents to carry on business

as brewers, maltsters, hop-growers and merchants, bottles, agents and
distributors; barley and general grain flowers raisers, importers, processors, driers
and merchants, manufactures of an dealers in yeast, isinglass and such other
requisites manufacturers of and dealers in all kinds of aerated mineral and
medical and medicated waters, spirits, alcohol’s and general temperance and
other drinks, beverages and cordials and bottle stopper makers, coppers,
 manufacturers of boxes, cartoons, paper and such other bags and packing
receptacles and labels thereof:

65. To purchase, manufacture, produce, boil, refine, prepare, import, export, sell and
to deal in all sugar, sugar candy, jaggery, sugar beet, sugarcane,
molasses, syrups and all other sugar products such as confectionery glucose,
golden syrup, alcohol and their by-products.

66. To carry on in India or elsewhere the business of importers and exporters of and
dealers in all such items that are permissible under import and Export Trade Policy of the
Government of India and also to buy and sell, either as principal to principal or as
broker, Import Replenishment Licenses as per the policy of the
15
Government of India.

67. To carry on the business of land, building, farm and other immovable properties,
property and real estate agents, brokers and dealers.

68. To carry on the business of building construction, civil contractors and undertake
construction work on turnkey project based in India and abroad.

69. To invest in, hold, subscribe, take, purchase, or acquire by original subscription,
contract, tender, purchase, exchange, underwrite, participate in syndicates or
otherwise and whether or not fully paid up, and to subscribe for the same,
subject to such terms and conditions ( as may be thought fit) and to hold, issue,
reissue, sell, deal or otherwise dispose of shares whether fully paid or partly paid,
stock debentures, debenture stock, bonds, obligations and securities issued or
guaranteed by any Government, sovereign rules, commissioners, public body or
authorities, supreme municipal, local or otherwise in any part of the world and to
underwrite shares, debentures, debenture stock, bonds, notes and other obligations
and to manage investment pools, syndicate in shares, stocks and securities.

70. To secure sound investment of foreign capital in Indian undertaking and

enterprises and Indian capital in foreign undertakings and enterprises.

71. To carry on business of development of Computer Software and to operate

computer services and to manufacture all varieties of computers and
microprocessor based products through centre and to provide hardware and
software support services and to provide training and education in computer usage
and application.

72. To conduct feasibility studies for computerisation and to assist in purchase and
installation of computers, to participate in share capital to give guarantee on
behalf of the company, act as Financial Consultants, to render services of
Portfolio Management and Leasing Consultants, Management Consultants,
Broker, Merchant Banker, Managers to the Issue, Transfer Agents and
Counseling Services in various fields and also provide the services as Registrars
 to the issues, share transfer agents, all types computer continuous stationery and
printing services.

73. To act as consultants and develop in the field of information technology and to
market information technology products such as audio aids and kits,
communication linkages and programmers using all medias, Satellite system, Fax
and Telephone Instruments and PABX System and to manufacture Computer
Stationery, Fax and Telex Rolls and all types of stationery and Printing of
Stationery.
16

74. To act as consultants and to lease out, import export by manufacture sell distribute,
repair convert, hire alter or otherwise deal in all kinds and types of electronic data
products such as microprocessor based digital computer machines, mini
computers, general purpose and process control, computer and peripherals and
data processing machines, tapes, cards, calculators and Software and other
microprocessor based products, devices and articles and their accessories and to
design plan lay down implement computers and data processing systems and/or
operate data processing centers.

75. To Engage in business activities relating to infrastructural facilities and services

including the following :

Transportation - engineering, construction, erection, building, operation,

alteration, leasing and maintenance of roads, highways, by pass toll plaza,
bridges, flyovers, tunnels, ports (inland water ways and inland ports) jetty, oil
platform, single buoy mooring systems, waterways, ferry system, airports,
airfields, cargo systems, railways, tramways, rapid movement transport system,
mono rail system, transport magars, container depots.

Urban infrastructure - engineering, construction, erection, building, operation,

alteration, leasing and maintenance of water supply system, sewerage system,
effluent treatment, solid waste management, cold storages, and warehousing.

Technology park - engineering, construction, erection, building, operation,

alteration, leasing and maintenance of Information Technology Parks and
Industrial parks.

Sports and leisure complex - engineering, construction, erection, building,

operation, alteration, leasing and maintenance of amusement parks, water sports,
golf courses, clubs, sports complexes.

- design, manufacture, construction, erection, building, alteration, leasing repair

and installation of plants systems and mechanical and electrical and electronic
machinery, equipments, apparatus and devices.

76. To promote, undertake or direct in India or abroad, whether on own account or in

association with others or through others or for and on behalf of others the
 management, construction, reconstruction, alteration, maintenance, pulling down,
improving, running, decorating, renovating, designing, furnishing, developing of
roads, buildings, houses, farm houses, flats, cinema, hotels, guest houses,
factories, industrial sheds, office, hospitals, nursing homes, business centers,
dams, canals, tanks, reservoirs, bridges, hydel projects, power houses, tunnels,
culverts, channels, sewages, gardens, farms, warehouses, shops, stores, wharves,
works and conveniences of all kinds, and the consolidation or sub-division of
17

properties and the selling, transferring, leasing or otherwise disposing of same as

multistoried or other building and as group housing schemes or office complexes.

77. To produce, buy, sell, or otherwise, deal, exhibiting and distributing in television
programmes television films, cinematographic films, video films, video software
and acquiring or selling rights therein.

78. To purchase or otherwise acquire, construct and manage cinematograph theaters

and other theaters for hiring out or exhibiting cinema films or for staging dramas,
dances, musical and other entertainment and educational programs or other
cultural programmes or other cultural programmes as may seem advantageous
from time to time and to carry on the business of producers, script writers of
plays, cinema and composers of Orchestra, tape recording and reproduction of the
same and to deal in all instruments, books, magazines and other accessories for
the purpose aforesaid and to promote theatrical and other arts and music of all
types.

79. To carry on the business of film manufacturers, film producers, proprietors managers
of cinema houses, theaters, concert halls, picture place studio, dramatic or
theatrical performances concerts or other entertainments or objects allied to or a
similar kind as that of the company and to provide for the production, direction,
exhibition, representation, display whether mechanical means or otherwise or
plays open air or other theatrical performances, operas, burlesques ballets,
pantomimes, yogi, spectacular pieces, mushaires, symposiums, and such other
musical and drams and similar performances for amusement or entertainment
both in public and private.

80. To employee persons to write compose, adapt or arrange plays, cinematograph

and moving pictures, plays, sketches, songs, music, dances and other theatrical
musical or variety compositions and to enter into agreement with authors,
composers, and lyric writers or such other persons for the dramatic or other rights
of operas, stage plays, operettas, revues, burlesques, vande villas, ballets,
pantomimes, spectacular pieces, musical compositions, cinematographic and
moving pictures, plays, scenarios and other musical and dramatic performances
and entertainment for the representation thereof in any part of the world.

81. To buy or generate, accumulate, distribute and supply power and electricity for
the purpose of light, gas or other motive power and for all other purposes for
which electrical energy can be employed and for that purpose buy, sell or deal in
 all apparatuses, cables, wires, dynamos, motor converters, generators, boilers and
all other electrical or other articles and things required for or capable of being
used in connection with the generation, distribution, supply, accumulation and
employment of electricity.
18
82. To carry out the business of general power supply company in all the branches
and to construct, lay down, establish, fix and carry out all necessary power
stations, cables, wires, lines, accumulators, lamps and works and to generate,
accumulate, transmit, distribute and supply electricity and to light cities, towns,
streets, docks, markets, theaters, buildings and places both public and private.

83. To plan, design, make produce, develop, improve, market, distribute, sell, license,
lease, install, alter, import, export or otherwise deal in or with all software
hardware and programs of any and kinds and description.

84. To carry on the business of publicity agents, exhibitions, media advisers and
products, promotion through all types of media such as television cinemas,
newspapers, magazines books hoardings and brochures.

85. To carry on the business of advertising contractors and agents to acquire and
dispose of advertising time, space or opportunities in any media, to undertake
advertising and promotional activities of every nature, to acquire and provide
promotional requisites of every kind description and to carry or any other
business which may be usefully carried on in connection with such business.

86. To carry on in India and elsewhere in any places in the world the business or trade
of insurance agents for all classes of general insurances, any kind of insurance,
reinsurance, advisory consultants services, brooking of domestic and international
insurance and reinsurance business, risk management consultancy services, claims
management services or any one or more such business in all or any of their
respective branches.

IV. The liability of the members is limited.

V. The Authorised Share Capital of the Company is Rs. 1,00,000/- (Rupees One
Lacs) divided into 10,000 (Ten Thousand) Equity shares of Rs. 10/- (Rupees Ten)
each.
 19
We the several persons, whose names and addresses are subscribed, are desirous
of being formed into a company in pursuance of the Memorandum of Association
and we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names:
Sl. Names and Addresses No. of Equity Signature of Signature of
No Occupation, Description of shares taken by Subscriber witness with
subscribers each subscriber address,
description and
occupation

(Company Secretary)I witness the signatures of both subscribers who have signed in my presence
1. 6000 (Six Sd/-
Thousand) Equity
Shares

2. 4000 (Four Sd/-

Thousand) Equity
Shares

10000 (Ten
Thousand) Equity
Shares

.
Place: New Delhi Date: 28th January,
2009
ARTICLES OF ASSOCIATION
OF

PRIVATE LIMITED
PRELIMINARY

1. Unless the context otherwise requires, words or expression contained in these

regulation shall bear the same meaning as in Companies Act, 1956, or any
statutory modifications thereof in force at the date at which these regulations
become binding on the Company.

2. The provisions of the Companies Act, 1956 including Table “A” shall apply to
the Company, so far as the same are not altered, modified, repeated or added
hereunder and as per applicable to a Private Limited Company.

3. The Company is a Private Company within the meaning of Section 2(35) and 3
(1) (iii) of the Companies Act, 1956 and accordingly:-

(a) The number of members of the Company exclusive of persons who are in
the employment of the Company and persons, who having 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, is not to exceed fifty provided that where two or more persons hold
one or more shares in the Company jointly, they shall for the purpose of
this definition be treated as a single member.

(b) Any invitation to the public to subscribe for any shares in or debentures of
the Company is hereby prohibited, and

(c) The rights to transfer of shares shall be restricted as hereinafter provided.

(d) Prohibits any invitation or acceptance of deposits from persons other than
its members, Directors or their relatives.

SHARE CAPITAL
4. (a) The Authorised Share capital of the Company is such that stated in Clause V of
the Memorandum of Association of the Company or altered thereat, from time to
time. The Company has the power from time to time to increase or reduce, its
capital. Any of the said shares or new shares hereafter to be created may, from
time to time, be divided into share to several classes in such manner as may be
provided hereinafter. The shares of each class may have or confer such
preferential or other special rights and privileges may be issued under such
restrictions and conditions whether in regard to dividend, voting, return of capital
or otherwise as shall have been assigned thereto by or under provisions of the
Articles of Association but so that the special rights and privileges belonging to
holders of any share issued with preferred to other rights shall not be varied or
abrogated or affected except with such sanction as is provided for hereafter.

(b) The minimum Paid-Up Share Capital of the Company shall be 10,000 Equity
Shares of Rs. 10/- each i.e. Rs. 1, 00,000/- on its incorporation.

(c) Subject to the provisions of Section 80, any preference shares may, with the
sanction of any ordinary resolution, be issued on the terms that they are, or at the
option of the Company, or liable to be redeemed on such terms and in such
manner as the Company before the issued of the shares may by ordinary
resolution determine.
TRANSFER OF SHARES

5. The following provisions shall apply to the transfer of shares:-

(a) A share may be transferred by a member or other person entitled to transfer
to any member selected by the transferor or, with the consent of the Board of
Directors ( which they shall not be under any obligation to give) to a relative
of a member being by clause (e) hereof, no share shall be transferred to
person who is not member so long as any member or any person selected by
the Directors as one whom it is desirable in the interests of the Company to
admit to membership is willing to purchase the same as hereinafter provided.
(b) Except, where the transfer is made pursuant to clause (a), hereof, the person
proposing to transfer any share (hereinafter called the Vendor) shall give
notice in writing to the Board of his intention to transfer such shares and the
said notice shall be accompanied by the share certificate relating to such
shares.

That notice shall constitute the Board as the agent of the Vendor for the sale
of the said shares in one or more lots, at the discretion of the Board Vendor
for the sale of the said shares in one or more lots, at the discretion of the
Board, to the Members of the Company at a price to be agreed upon between
2
the Vendor and the Board or in default of such agreement at a price which
the
 auditor, of the Company for the time being shall certify to be, in his opinion,
the fair selling value thereof, provided that for the purpose of this Article of
fair selling value of such share or shares shall not be less than an amount
calculated as follows:-

(i) The amount for the time being paid-up on share or shares to be sold, plus a
share in the value as shown in the last Balance Sheet of the Company of any
reserve fund or other fund, equal to the proportion which the amount for the
time being paid up on the share or shares to be sold bears to the whole paid
up capital of the Company plus.

(ii) A share in the amount of undistributed profits, if any, carried forward in the
last Balance Sheet of the Company equal to the proportion which the amount
for the time being paid up on the share or shares to be sold bears to the whole
paid up capital of the Company less.

(iii) A share in the amount of losses, if any, carried forward in the last Balance
Sheet of the Company equal to the proportion which the amount for the time
being paid up in the share or shares to be sold bears to the whole paid up
capital of the Company.

(c) Upon the price being agreed or determined as aforesaid, the Board shall
forthwith give notice to all the members of the Company other than the
Vendor, the number and price of the shares to be sold and shall invite each of
them to state in writing within thirty days from the date of the said notice
whether he or any nominee of his is willing to purchase and if so, willingness
to purchase to maximum number of the said shares.

(d) At the expiration of the said thirty days, the Board shall allocate the said
shares to or amongst the member or members who shall have expressed his
or their nominee or nominees and (if more than one), so far as may be pro-
rate according to the number shares already held by them respectively,
provided that no member or his nominee shall be obliged t o take more than
the said maximum number of shares so notified by him as aforesaid. Upon
such allocation being made, the vendor shall be bound on payment of the
said price to transfer the shares to the purchaser or purchaser and if he makes
default in so doing, the Board may receive and give a good discharge for the
purchase money on behalf of the Vendor and upon the execution of such
transfer enter the name of the purchaser in the register of member as holder
of the said shares purchased by him and Board, to execute a transfer of such
shares behalf of the Vendor and after the purchaser’s name has been entered
in the Register in purported exercise of the aforesaid power to validity of the
proceedings shall not be questioned by any party.
3
(e) In the event of all or any of the said shares not being sold under the
foregoing Articles, the Vendor may at any time within one calendar month
after the expiration of the said period of thirty days, time being of the
essence, transfer the shares not sold to any other person.
 (f)(i)Not withstanding anything to the contrary herein contained any share may
be transferred to any person, whether or not a member of the Company, with
the previous unanimous consent in writing of all members of the Company
for the time being and such consent shall constitute a waiver of the rights and
privileges of the members contained in the proceedings Article.

(ii) Notwithstanding anything contained in these Articles, but subject to the right
of appeal (if any) under the Act, the Board may in its absolute discretion
refuse to register any transfer of shares.
DIRECTORS
6. Until otherwise determined at General Meeting by a Ordinary Resolution, the
number of the Directors shall not be less than two and more than twelve,
including nominee Directors.
7. The First Directors of the Company shall be the following:
1.
2.

8. Unless otherwise determined by the Company in General Meeting, the Directors

shall not be required to hold any qualification shares.
9. Two Directors or one-third of the total strength present, whichever is higher, shall
be a quorum for a meeting of the Directors.
10. No Director shall retire by rotation unless otherwise decided by the Company in
General Meeting.

11. Each Directors shall be entitled to receive out of the funds of the Company for his
services in attending the meeting of the Board or Committee of the Board such
other fees as may be fixed by the Board from time to time subject to the
provisions of the Act or under any rules thereof from time to time

12. The Board of Directors shall have powers from time to time appoint any other
person to be Director, out so that the total number of Directors shall not any time
exceed the maximum number fixed herein elsewhere.
13. If any Director is called upon to render extra service or to make any special extension
for the purpose of the Company, the Director shall be entitled to remuneration either by a
fixed sum or by a percentage on profits or otherwise as

may be determined by the Board of Directors and such remuneration shall be

addition to the remuneration provided earlier.

14. No Director shall be disqualified by virtue of his office from contracting with the
Company, nor shall any such contract entered into by or on behalf of the
Company, in which any Director is in any way interested by invalid nor such
 Director shall be liable to account to the Company for any profit realised by any
such contract by reason only of such Director holding that office or for the
fiduciary relationship 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 is determined or in any earlier meeting and if his interest did not then
exist or in any other case, as the first meeting of the Direct ors held after the
acquisition of his interested.

15. A Director may vote and take part in the discussion in respect of any contract or
any arrangement in which is interested.
16. The Company may, by an ordinary resolution, of which special notice has been
given in accordance with the provisions of Section 190 of the Act, remove any
Director before the expiration of the period of his office not withstanding
anything contained in these regulations or in any agreement between the
Company and such Direct or Such removal shall be without prejudice to any
contract of service between him and the Company.
17. If the Director appointed by the Company vacates office as a Director before his
term of office will expire, another person shall be appointed by the Board at the
meeting of 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.
18. In the event of the Company borrowing any money from any financial
corporation, institution, government, collaborator, bank or any other source,
while any money remain due to them or any of them or any of them, the lender
concerned may have and may exercise the right and power to appoint any person
or persons to be Director or Directors of the Company and the Director so
appointed shall not be liable to retire by rotation, subject however, to the limits
prescribed by the Companies Act, 1956.
19. A Director shall be entitled to resign from the office of Director from such date as
may be specified by him while resigning.

20. The Board may appoint any person to act as an Alternate Director for a Director
during his absence for a period of not less than three months from the date on
which meetings of the Board are ordinarily held and the Alternate Director
so
5

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

BORROWING POWER

21. Subject to compliance of Section 58-A, 292 and Reserve Bank of India
directions from time to time, the Board of Directors may, from time to time raise
 or borrow any sums of money for and on behalf of the Company from the
members or other persons, financial institutions, firms, companies or banks or
they may themselves advance money to the Company on such terms and
conditions as may be approved by the Board of Directors.

22. The Board of Directors may borrow any sum by mortgaging or creating a charge
on the Company’s properties, fixed assets, both movable and immovable, book-
debts, stock-in-trade bills and other assets on such terms and conditions which
they feel conducive and in the best interest of the Company.

23. The Board of Directors raise and secure the repayment of such money in such
manner and upon such terms and conditions as they think fit by making drawing,
accepting or endorsing on behalf or the Company any promissory notes or bills of
exchange or giving or issuing any other security of the Company both present and
future, including its uncalled capital for the time being and they may on behalf of
the Company guarantee the whole or any loans by means of a mortgage or charge
on the Company, properties, movable or immovable, or otherwise.

24. Any securities may be issued by the Board of Directors at a discount, premium or
otherwise and with special privilege as to redemption, surrender, drawing or
otherwise and may be named that the same and the original or any intermediate
holders, subject to Section 117 of the Act .

MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

25. The Board of Directors may, from time to time, subject to the provisions of
section 197A of the Companies Act, 1956 appoint one or more of the Directors to
the office of the Managing Director or whole time Director for such period and
on such remuneration and other terms, as they think fit and subject to the terms of
any agreement entered into in any particular case, may revoke such appoint. His
appointment will be automatically terminated in the ceases to be a Director.

MANAGING DIRECTOR AND MANAGEMENT

26. The remuneration of Managing Director and/or whole time Director shall be fixed
by the Board and may be by way of fixed salary and perquisites in profits in one
way and partly in another or otherwise, subject to the provision of Section 314 of
the Companies Act, 1956 Besides this, the Managing Director and/or wholetime
Director shall be reimbursed all the travelling, entertainment and other out of
pocket expenses reasonably incurred by him/them in the course to promoting or

carrying on the business of the Company or in any other manner approved by the
Board of Director from time to time.
27. The Board of Directors may, from time to time, subject to provision of Section
292 of the Act, entrust to and confer upon the Managing Director such of the
powers exercisable by the Board of Directors as they think fit and may confer
powers on such terms and conditions and with such conditions and with such
restrictions as they think expedient and such powers either collateral with or with
or to the substitution of all they may confer, or any of the powers to attorney as
may be deemed expedient and such power at please to revoke.
28. The Managing Director may, subject to the approval of the Board and relevant
provisions of the Act, delegate all or some of the powers to such other Directors,
secretary or secretaries, agents, officers, or other persons as he may think fit and
shall have power to grant to any such persons such power to attorney as may be
deemed expedient and such power at please to revoke.
29. If a vacancy is caused in the office of the Managing Director due to resignation,
death or otherwise, the Board of Directors may appoint any other person to be
Managing Director for the remaining period and make such arrangement on such
terms and conditions and on such remuneration as may be deemed fit and proper.

SEAL
30. The Board of Directors shall provide for the safe custody of the common seal of
the Company. The seal shall only be used by the authority of a resolution of the
Board of Directors and every instrument to which the seal be affixed shall be
signed by two Directors, one of whom shall be the Managing Director of the
Company as the Board may appoint for the Purpose, who shall sign every
instrument to which the seal be affixed. 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 upon
the authority of the Director to issue the same.

ACCOUNTS
31. The Board of Directors shall cause true accounts to be kept of all sums of money
received and expended by the Company and the manner in respect of which such
receipts and expenditure take place and of the assets and liabilities of Company.
7
32. Subject to the provisions of the Act, the books of accounts, shall be kept at the
registered office or at such place as may be decided by the Board of Directors
from time to time and the Director shall time to time determine whether and
to what extent and at what times and places and under what conditions or
regulation and account books of the Company shall be opened to the inspection of
the member ( not being Director) shall have any right of inspecting any books of
account or documents of the Company except as conferred by any enactment or
authorised by the Director or by a resolution of the Company in General Meeting

AUDIT
33. Once at least in every year the accounts of the Company shall be examined and
the corrections of the Profit and Loss Account and the Balance Sheet be
ascertained by one or more auditors.

34. The appointment of the auditors shall be in accordance with the provisions of the
Act.

35. The remuneration of the first shall be fixed by the Board of Directors if the Board
appoints the auditors and that of the subsequent auditors by the Company in the
General Meeting.

INDEMNITY
36. Subject to the provisions of Section 201 of the Act, every Director, Auditor and
other officer or servant of the Company shall be indemnified by the Company to
pay all costs, expenses or losses which the Directors or any such officer or servant
may incur or become liable to by them or him as such or in way in the discharge
of their or his duties, including travelling expenses.
37. Subject to the provisions of Section 201 of the Act, no Director or other officer of
the Company shall be liable for the acts, for the sake of conformity or for any loss
or expenses happening to the Company through out the insufficiency or
deficiency of any security or investment in or upon which any of the moneys,
securities or effects shall be deposited or for any loss occasioned by any error of
judgement or over sight on his part or or any loss, damage or misfortune
whatever which shall happen in execution of the duties of his office or relating
there to unless the same happen through his negligence, default, misfeasance or
dishonesty.
38. Whenever any differences or disputes relating to the Article arise between the
Company on one hand and any of the members, their executors, administration,
or among the shareholders, vis-a-vis assigns on the other hand or the Directors or
the Managing Director, the same shall be referred to arbitrator mutually agreed or
arbitrators on to be nominated by each disputant and their decision shall be biding
on the parties concerned. In case arbitrators are unable to decide amongst
themselves on the points referred to them, they shall refer them to an empire
appointed as provided under the Arbitration Act.
8

WINDING UP

39. If the Company shall be wounded up, the surplus assets shall (subject to any
rights attached to any rights attached to any special class of shares forming parts
of the capital for the time being of the Company) be applied first in payment of
the Capital paid up on the equity shares, and that the excess (if any) shall be
distributed among the members holding equity shares in proportion to the number
of equity shares held by them respectively at the commencement of the winding
up.
9
Sl. Names, Addresses, Description Signature of Names, Addresses,
No and Occupations of Subscribers Subscriber Descriptions &
Occupations of witnesses

I witness the signatures of both subscribers who have signed in my presence

01. Sd/-

02. Sd/-

(Company Secretary)New Delhi

Place: New Delhi Date: 28th January,2009

10