The Companies Act, 1956
Company Limited By Shares
Articles of Association
of

RKG Capital and Finance Co. Private Limited

Table ‘A’ Excluded

(1) Table A not to apply, but the company to be governed by these Articles-.The regulations
contained in the Table ‘A’ in the First Schedule of the Companies Act, 1956, shall not apply to this
Company, but the regulations for the management of the Company and for the observance of the
members and their representatives shall, subject to any exercise of the statutory powers by the
Company in reference to the repeal or alterations of or additions to its regulations by a special
resolution as prescribed by the Companies Act, 1956, be such as are contained in the articles set
out hereinbelow.

Interpretation

(2) Interpretation clause.-In these articles, unless the context otherwise requires, the following
words or expressions shall have the following meanings:
The Company.-“The Company” means the RKG Capital and Finance Co. Private Ltd.
The Act.-“The Act” means the Companies Act, 1956 or any statutory modification or re-enactment
thereof for the time being in force.
Board.-” Board” means a meeting of the Directors duly called and constituted or, as the case may
be, the Directors assembled at a Board or the requisite number of Directors entitled to pass a
resolution by circulation in accordance with these Articles.
Managing Director.-“The Managing Director” means the Managing Director or Managing
Directors of the Company for the time being.
Month.-” Month” means the calendar month.
Year-“Year” means the calendar year.
Dividend.-” Dividend” includes Bonus.
These Presents.-“These presents” means Memorandum of Association and these Articles of
Association as originally framed or the regulations of the Company for the time being in force.
Seal.-“Seal” means the common seal of the Company for the time being.
Ordinary and Special Resolution.-“Ordinary Resolution” and “Special Resolution” shall have
the meanings assigned thereto respectively by section 189 of the Act.
Paid-up.-“Paid up” includes credited as paid up.
Writing.-“In writing” and “written” shall include printing, lithography or part printing and part
lithography and any other mode or modes of representing or reproducing words in visible form.
The Off ice.-“The Office” means the Registered Office of the Company for the time being.
The Chairman.-“The Chairman” means the Chairman of the Board of Directors.
Auditor.-“Auditor” means and includes a Auditor as such for the time being of the Company.
Proxy.-” Proxy” means a person who is appointed by an instrument to vote for a member at a
general meeting at a poll.

Secretary. -“Secretary” includes an Assistant Secretary or any person appointed by the Board to
perform any of the functions of a Secretary.
Singular number.-The words “singular number” shall include the plural numbers and vice versa.
Gender.-The words “masculine gender” shall include the feminine gender and vice versa.
Debenture.-The word “debenture” includes debenture stock and bonds.
Person.-The word “person” shall include a Company or Corporation.
Marginal notes.-The “marginal notes” and catch lines hereto shall not affect the construction or
meaning hereof.
Expression in these regulations to bear same meaning as In Act.-Save as aforesaid and
except where the subject or context otherwise requires, the words or expressions contained in
these regulations and not defined in these regulations shall bear the same meaning as assigned
to them respectively in the Act.
(3) Capital.-The Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rs. Ten crores)
divided into 10,00,000 Equity Shares of Rs. 100 (Rupees One hundred only) each: The Company
shall have power to increase, consolidate, sub-divide, reduce or otherwise alter its share capital,
subject to the provisions of the Act.
(4) Private Company.-The Company is to be a private company and accordingly:
(a) The number of members (exclusive of persons who are in the employment of the
Company and of persons who having been formerly in the employment of the Company
were members of the Company while in that employment and have continued to be
members after the employment ceased) shall not exceed fifty, but where two or more
members hold one or more shares in the Company jointly they shall, for the purpose of
this Article be treated as a single member.
(b) Any invitation to the public to subscribe for any shares or debentures of the Company is
hereby prohibited.
(c) The right to transfer shares of the Company is restricted in the manner and to the extent
hereinafter appearing in these Articles.
(5) Commencement of business.-The business of the Company may commence as soon after
incorporation of the Company as the Directors think fit and notwithstanding that only part of the
shares may have been allotted.
(6) Share capital and share certificate: Shares to be numbered progressively. The shares in the
capital shall be numbered progressively according to their several denominations and except in
the manner hereinbefore mentioned no share shall be subdivided. Every forfeited or surrendered
share shall continue to bear the number by which the same was originally distinguished.
(7) Shares under control of Board.-Subject to the provisions of these Articles and of the Act, the
shares shall be under the control of the Board of Directors, who may allot or otherwise dispose off
the same to such persons, on such terms and conditions and at such times as the Board of
Directors think fit and (subject to the provisions of sections 78 and 79 of the Act) either at a
premium or at par or at discount and for such consideration as the Board of Directors think fit.
(8) Acceptance of shares.-An application signed by the applicant and or his power of attorney
on his behalf for the shares in the Company, followed by an allotment of any share therein shall
be an acceptance of shares within the meaning of these Articles; and every person who thus or
otherwise accepts any shares and whose name is put on the Register of Members shall be a
member for the purpose of these Articles.
(9) Deposit and calls, etc. to be a debt payable by allottee immediately.-(a) On the allotment
of any shares being made by the Board of Directors, any money required or directed to be paid by
way of deposit, call or otherwise in respect of any shares allotted by them, shall immediately on
insertion of the name of the allottee in the Register of Members as the holder of such shares

become a debt due to and recoverable by the Company from the allottee thereof and shall be
paid by him.
(b) Liability of members: Every member or his heirs, legal representatives, executors or
administrators shall pay to the Company the portion of the capital represented by his share or
shares, which may, for the time being, remain unpaid thereon, in such amounts, at such time or
times and in such manner, as the Board of Directors shall fix for the payment thereof from time to
time, in accordance with the Company’s Articles.
(10) Trusts not recognised.-Except as required by law or ordered by a Court of competent
jurisdiction, no person shall be recognised by the Company as holding any shares upon any trust
and the Company shall not be bound by or be compelled in any way to recognise (even when
having notice thereof) any benami, equitable, contingent, future or partial interest in any share or
any interest in any fractional part of a share or (except only as by these presents or by law
otherwise provided) any other rights in respect of any share except an absolute right to the
entirety thereof in the registered holder.
(11) Company’s funds not to be applied In the purchase of Its own shares.-The funds of the
Company shall not be applied for the purchase of any shares of the Company and it shall not give
any financial assistance for or in connection with the purchase or subscription of any shares in the
Company or in its holding Company save as provided by section 77 of the Act.
(12) Issue of share certificate.-The certificates of shares and duplicate thereof shall be issued
under the seal of the Company.
(13) Member’s right to certificate.-Every member whose name is registered as a member in the
Register of Members shall be entitled to one certificate for all the shares registered in his name,
or if the Board of Directors so approve to several certificates each for one or more of such shares,
but in respect of each additional certificate, there shall be paid to the Company a fee of Re. 1 or
such less sum as the Board of Directors may determine. Every certificate of shares shall specify
the number and denoting numbers of the shares in respect of which it is issued and the amount
paid up thereon.
(14) Issue of new certificates In place of one defaced, lost or destroyed.-If any certificate be
mutilated or defaced, then, upon production thereof to the Board of Directors, they may order the
same to be cancelled and may issue a new certificate in lieu thereof and if any certificate be lost
or destroyed, then upon proof thereof to the satisfaction of the Board of Directors and on such
indemnity as the Board of Directors deem adequate being given, a new certificate in lieu thereof
shall be given to the registered holder of the shares to which such lost or destroyed certificate
shall relate.
(15) Fees for Issue of new certificates.-For every certificate issued under the last preceding
Article, there shall be paid to the Company the sum of Rs. 2 or such smaller sum as the Board of
Directors may determine. However, Board of Directors may in any case or generally, waive the
charging of such fees.

Calls on shares

(16) Calls on shares.-The Board of Directors may, from time to time, subject to the terms on
which any shares may have been issued, make such calls as they think fit upon the members in
respect of all moneys unpaid on the shares held by them respectively (whether on account of the
nominal value of the shares or by way of premium) and not by the conditions of allotment thereof
made payable at fixed times and each member shall pay the amount of every call so made on
him to the person and at the time and place appointed by the Board of Directors. A call may be
made payable by instalments.
(17) When call deemed to have been made and notice to call.-A call on the shares shall be
deemed to have been made at the time when the resolution of the Board of Directors authorising
such call was passed. No call shall exceed one-fourth of the nominal value of the share or be
payable at less than one month from the date fixed for the payment of the last preceding call.
Notice of at least fourteen days shall be given of any call specifying the time or times and place of
payment and to whom such call shall be paid.

(18) Grant of extension of time for payment of calls.-The Board of Directors may at its
discretion extend the time fixed for the payment of any call on the shares and may extend such
time as to call of any of such members as the Board of Directors may deem fairly entitled to
extension by reason of residence at distance or other cause; but no member shall be entitled to
such extension save as a matter of grace and favour.
(19) If any member fails to pay any call, due from him on the day appointed for payment thereof,
or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the
day appointed for payment thereof to the time of actual payment at five percent per annum or at
such lower rate as shall from time to time be fixed by the Board of Directors, but nothing in this
Article shall render it obligatory for the Board of Directors to demand or recover any interest from
any such member and the Board of Directors shall be at liberty to waive payment of such interest
either wholly or in part.
(20) Amount payable at fixed times or by Instalments payable as calls.-If by the terms of the
issue of any shares or otherwise, any amount becomes payable on allotment or at any fixed date
whether on account of the nominal value of the share or by way of premium, every such amount
shall be payable on the date on which by the terms of issue such sum becomes payable as if it
were a call duly made by the Board of Directors and on which due notice had been given and in
case of non-payment of such sum, all provisions contained in the preceding article in respect of
calls shall apply to such amount herein contained in respect of calls shall relate to such amount or
instalment accordingly.
(21) Evidence in actions by company against shareholders.-Subject to the provisions of the
Act and these Articles, on the trial or hearing of any action or suit brought by the Company
against any shareholder or his representatives for the recovery of any debt or money claimed to
be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the
member is or was when the claim arose on the Register of shareholders of the Company as a
holder or one of the holders of the number of shares, in respect of which such claim is made the
resolution making the call is duly recorded in the minutes books and the notice of such call was
duly given to the member or his representatives sued in pursuance of these Articles, and the
amount claimed is not entered as paid in the books of the Company and it shall not be necessary
to prove the appointment of the Board of Directors who made such call, nor that a quorum of
Board of Directors was present at the Board at which any call was made nor that the meeting at
which any call was made was duly convened or constituted, nor any other matter whatsoever but
the proof of matters aforesaid shall be conclusive evidence of the debt.
(22) Payment of calls in advance.-The Board of Directors may, if it thinks fit, agree to receive
from any member willing to advance the same all or any part of the moneys due upon his
respective shares beyond the sums actually called up and upon the moneys so paid in advance,
or upon so much thereof from time to time and at any time thereafter as exceeds the amount of
the calls then made upon the shares in respect of which such advances have been made, the
Company may pay interest at such rate as the members paying such sum in advance and the
Board of Directors agree upon. But the moneys so paid in excess of the amount of call shall not
rank for dividends or participation in profits. The Board of Directors may at any time repay the
amount so advanced upon giving to such member three months’ notice in writing. The member
paying any such sum in advance on his shares shall not be entitled to voting rights in respect of
moneys so paid by him, until the same would but for such payment become presently payable.

Joint Holders of Shares

(23) Joint holders of shares.-Where two or more persons are registered as holders of any share
of the company, they shall be deemed to hold the said share as joint tenants with benefits of
survivorship subject to the following and other provisions contained in these Articles.
(a) Registration of shares in case of joint holding.-Shares may be registered in the name
of any person, company or other body corporate, but any shares shall not be registered in
the name of more than four persons jointly as members.
(b) Delivery of share certificate.-The certificates of shares registered in the names of two or
more persons shall be issued and delivered to the person first named on the Register of
Members.

(c) Several liabilities of joint holders.-The joint holders of a share shall be jointly and
severally liable to pay all calls in respect thereof.
(d) First-named of joint holders deemed to be sole-holders.-If any share is registered in
the names of two or more persons, the person first-named in the Register of Members
shall as regards receipt of share certificates, dividends or bonus or service of notices and
all or any other matter connected with the Company, (except voting at meetings, and the
transfer of the shares) be deemed to be the sole-holder thereof, but the joint holders of a
share shall be severally and jointly liable for the payment of all instalments and calls due
in respect of such share and for all liabilities thereof according to the Company’s
regulations.
(e) Death of one or more joint holders of shares.-If any one or more of the persons named
in the register of members as the joint holders of any share dies, the survivors shall be the
only persons recognised by the Company as having title to or interest in such share, but
the estate of a deceased joint holder will continue to remain liable for any liability on
shares held by him jointly with any other person.
(f) Votes on shares held in joint holding.-If there are two or more joint holders of any
shares, any one of such joint holders may vote at any meeting of the Company either
personally or by proxy in respect of such shares, as he were solely entitled thereto,
provided that if more than one of such joint holders of such shares be present at any
meeting either personally or by proxy, then one of the said persons to present whose
name stands higher on the Register of Members shall alone be entitled to vote in respect
of such shares, but the other or other joint holders of such shares, shall be entitled to be
present, at the meeting. The executors or administrators of a deceased member in whose
names shares stand, shall be deemed joint holders thereof for the purpose of these
articles.
(g) Service of notice or document to joint holders.-The Company may serve or give any
document or notice to the joint holders of a share, by serving or giving the document or
notice on or to the joint holder named first in the Register of Members in respect of the
share.

Forfeiture of Shares and Lien on Shares

(24) Service of notice, in case call or instalment not paid.-If any member fails to pay any call
or instalment on or before the day appointed for the payment of the same or any extension
thereof, the Board of Directors may, at any time thereafter during such time as the call or
instalment remains unpaid, serve a notice on such member requiring him to pay the same,
together with any interest that may have accrued and all expenses that may have been incurred
by ihe Company by reason of such non-payment.
(25) Form of Notice.-The notice issued under the preceding Article shall name a further day (not
being less than fourteen days from the date of the notice) and a place or places on and at which,
such call or instalment and such interest and expenses as aforesaid are to be paid by such
member. The notice shall also state that in the event of non-payment of such call or instalment
and such interest and expenses at or before the time and at the place appointed in the said
notice, the shares in respect of which such call was made or instalment and such interest and
expenses are payable will be liable to be forfeited.
(26) Forfeiture of shares in case notice not complied with.-If the member does riot pay such
call, instalment, interest and expenses in compliance of such notice, any shares in respect of
which such notice has been given, may at any time thereafter but before payment of such calls or
instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the
Board of Directors to that effect. Such forfeiture shall include all dividends declared in respect of
the forfeited shares and which have not actually paid to the member before the forfeiture of any
such share.
(27) Service of notice after forfeiture.-When any share shall have been so forfeited, notice of
the resolution of the Board of Directors shall be given to the member, in whose name it stood
immediately prior to the forfeiture and on entry of the forfeiture with the date thereof, shall
forthwith be made in the Register of Members but no forfeiture shall be invalidated in any manner

by any omission or neglect to give or non-receipt of such notice or to make such entry in the
Register of Members as aforesaid.
(28) Forfeited shares to become property of the company.-Any shares so forfeited shall be
deemed to be property of the Company and the Board of Directors may sell, re-allot or otherwise
dispose off the same in such manner as it thinks fit.
(29) Annulment of forfeiture of shares.-The Board of Directors may at any time before the sale,
re-allotment or otherwise disposal of such forfeited share, cancel the forfeiture on such conditions
as it thinks fit.
(30) Payment of arrears notwithstanding forfeiture.-Notwithstanding the forfeiture of the
shares by the Company, the member whose shares have been forfeited shall remain liable to pay
and shall forthwith pay to the Company all calls, instalments, interest and expenses, owing upon
or in respect of such shares at the time of the forfeiture together with interest thereon, from the
time of forfeiture until payment at 12 per cent per annum, and the Board of Directors may enforce
the payment of such calls, instalments, interest and expenses from such member without any
deduction or allowance for the amount by the member paid on such shares at the time of
forfeiture but shall not be under any obligation to do so. The liability of such person shall cease if
and when the Company shall have received payment in full of all such moneys in respect of the
shares.
(31) Extinction of interest, claims and demands on forfeiture.-The forfeiture of a share shall
involve the extinction of all interest in and also of all claims and demands against the Company in
respect of the share and all other rights, incidental to the share, except only such of those rights
as by these Articles are expressly saved.
(32) Evidence of forfeiture.-A duly verified declaration in writing that the declarant is a Director,
the Manager or Secretary of the Company and that certain shares in the Company have been
duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the shares. The company may receive the
consideration, if any, given for the shares on the sale or disposal thereof and may execute a
transfer of the shares in favour of the person to whom the shares have been sold or disposed off
and such person shall be registered as the holder of such shares and shall not be bound to see to
the application of the purchase money nor shall his title to such shares be affected by any
irregularity or invalidity in the proceeding in reference to such forfeiture, sale or disposal.
(33) Company’s lien on shares.-The Company shall have a first and paramount lien on every
share (not being a fully paid share) for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of that share and all the shares (not being fully paid up)
registered in the name of each member (whether solely or jointly with others) and upon the
proceeds of sale thereof for moneys called or payable at a fixed time in respect of such shares
solely or jointly with any other person to the Company whether the period for the payment thereof
shall have actually arrived or not. The Company’s lien shall extend to all dividends from time to
time declared in respect of such shares. Unless otherwise provided, the registration of a transfer
of shares shall operate as a waiver of the Company’s lien, if any, on such shares.
(34) Enforcement of lien by sale.-For the purpose of enforcing such lien, the Board of Directors
may sell the shares subject thereto in such manner as it thinks fit, but no sale shall be made
unless a sum in respect of which the lien exists is presently payable or until the expiration of
fourteen days after a notice in writing, stating and demanding payment of such part of the amount
in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or the persons entitled thereto by reason of his death or insolvency
and default shall have been made by him or them in payment of moneys called in respect of such
shares for fourteen days after such notice.
(35) Application of sale proceeds of shares.-The net proceeds of sale of such shares shall be
received by the Company and applied in or towards payment of such part of the amount in
respect of which the lien exists as is presently payable and residue, if any, shall subject to a like
lien for sums not presently payable, as existed upon the shares before the sale, be paid to the
person entitled to the shares at the date of the sale.
(36) Validity of sale of forfeited shares.-To give effect to sale of the forfeited shares, the Board
of Directors may authorise some person to execute an instrument of transfer of the shares sold

and cause the purchaser’s name to be entered in the Register of Members in respect of the
shares sold and the purchaser shall not be bound to see to the regularity of the proceedings nor
to the application of the purchase money and after his name has been entered in the Register of
Members in respect of such shares, the validity of the sale shall not be impeached by any person
and such person aggrieved by the sale will have remedy in damages against the Company only.
(37) Cancellation of old certificates and issue of new certificates.-The certificate or
certificates originally issued in respect of the relative share which has been sold, re-allotted or
otherwise disposed off under the provisions of the preceding Articles, shall (unless the same shall
on demand by the Company have been previously surrendered to it by the defaulting member)
stand cancelled and become null and void and of no effect and the Board of Directors shall be
authorised to issue a new certificate or certificates in respect of the said shares to the person or
persons entitled thereto distinguishing it or them in such manner as it thinks fit from the old
certificate or certificates.

Transfer and Transmission of Shares

(38) Register of transfers.-The Company shall keep a register called the “Register of Transfers”.
The particulars of every transfer or transmission of any shares of the Company shall be fairly and
distinctly entered therein.
(39) Transfer of shares.
(a) A share may be transferred by a member or other persons entitled to transfer the same to
a nominee of the Board of Directors or any member selected by the transferor. However,
no share shall be transferred to a person (unless he is a nominee of the Board of
Directors) who is not already a member of this Company so long as any member of the
Company is willing to purchase the same at fair value.
(b) Determination of fair value of share in case of difference.-If in case any difference
arises between the proposing transferor and the purchasing members as to the fair value
of the share, the Auditor shall on application of either party certify in writing the sum which
in his opinion is the fair value, and in so certifying the fair value of the shares, the Auditor
shall be considered to be acting as an expert and not as an arbitrator and accordingly the
Arbitration Act, 1940 shall not apply.
(c) Board discretionary power to refuse transfer.-Save as aforesaid the Board may, in its
absolute and uncontrolled discretion, refuse any proposed transfer of shares without
assigning any reason.
(40) Title to shares of deceased members.-The executors, administrators or holders of a
succession certificate or the legal representatives of a deceased member (not being one or two or
more joint holders) shall be the only persons recognised by the Company as having any title to
the shares registered in the name of such member and the Company shall not be bound to
recognise such executors, administrators or holders of succession certificate or the legal
representatives unless they shall have first obtained probate or letters of Administration or
Succession Certificate or other legal representation, as the case may be, from a Court in India.
However, the Board of Directors may in its absolute discretion dispense with the production of
Probate, Letters of Administration or Succession Certificate upon such terms as to indemnify or
otherwise as the Board of Directors in its absolute discretion may think necessary and register the
name of any person who claims to be entitled to the shares standing in the name of a deceased
member as a member.
(41) Registration of persons entitled to shares otherwise than by transfer.-Subject to the
provisions of the preceding Articles, if any person becomes entitled to shares in consequence of
the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by
transfer in accordance with these Articles, he may with the consent of the Board of Directors
(which it shall not be under any obligation to give) upon producing such evidence that he sustains
the character in respect of which he purports to act under these Articles or of his title as the Board
of Directors thinks sufficient either get registered himself as the holder of the shares or elect to
have some person nominated by him and approved by the Board of Directors registered as such
holder; provided nevertheless that if such person shall elect to have his nominee registered, he
shall testify the election by executing in favour of his nominee an instrument of transfer in
accordance with the provisions herein contained and until he executes transfer deed and the
nominee is registered as a member in the Register of Members, he shall continue to be liable in
respect of the shares.

(42) Claimant to be entitled to same advantage.-The person becoming entitled to a share by
reason of the death or insolvency of the holder shall be entitled to the same dividends and other
advantages to which he would be entitled as if he were registered holder of the share, except that
he shall not, before being registered as a member in respect of the share, be entitled in respect of
it, to exercise any right conferred by membership in relation to the meeting of the Company
provided that the Board of Directors may at any time give notice requiring any such person to
elect either to be registered himself or to transfer shares and if notice is not complied with within
ninety days, the Board of Directors may thereafter withhold payment of all dividends, bonuses or
other moneys payable in respect of the share, until the requirements of the notice have been
complied with.
(43) Instrument of transfer to remain with the company.-Every instrument of transfer which is
registered by the Company shall remain in the custody of the Company, until destroyed by order
of the Board of Directors.
(44) Fee for registration of probate, letter of administration, etc.-The Company shall be
entitled to charge a fee not exceeding two rupees on the registration of every probate, letter of
administration, certificate of death or marriage, power of attorney or other instrument.
(45) Fee for registration on transfer of shares.-For every transfer or transmission of share,
there shall be paid to the Company the sum of Rs. 2 or such smaller sum as the Board of
Directors may determine. The Board of Directors may in a particular case or generally waive the
charging of such fees.
(46) Company not liable for disregard of notice in prohibiting registration of transfer.-The
Company shall not be liable in consequence of its registering or giving effect to any transfer of
shares made or purporting to be made by any apparent legal owner thereof (as shown or
appearing in the register of members) to the prejudice of persons having or claiming any
equitable right, title or interest to or in the said shares notwithstanding that the Company may
have had notice of such equitable right, title or interest to notice prohibiting registration.

Borrowing Powers of the Company

(47) Power of Directors to borrow from members or accept deposits from any person.-
Subject to the provisions of sections 292 and 293 of the Act, and of these Articles, the Board of
Directors may, from time to time at its discretion, by a resolution passed at a meeting of the
Board, accept deposits from members either in advance of calls or otherwise and accept deposits
from any person and generally raise or borrow or secure the payment of any sum or sums of
money for purposes of the Company.
(48) Securing the payment or repayment of moneys borrowed.-The Board of Directors may
secure the payment or repayment of the moneys borrowed as aforesaid in such manner and upon
such terms and conditions in all respects as it thinks fit and in particular by a resolution passed at

a meeting of the Board (and not by circular resolution) by the issue of debentures, debenture-
stock or bonds of the Company having charge upon all or any part of the property of the

Company (both present and future) including its uncalled capital for the time being and
debentures, debenture-stock or bonds issued by the Company may be made assignable free
from any equities between the Company and the person to whom the same may be issued.
(49) Terms of issue of debentures.-Subject to the provisions of the Act, any debentures,
debenture-stock, bonds or other securities may be issued at a discount, premium or otherwise on
condition that they shall be convertible into shares of any denomination and with any privilege or
conditions as to redemption, surrender, drawing, allotment of shares and attending (but not
voting) at General Meetings, appointment of Directors and otherwise. No debenture having the
right of conversion into or allotment of shares shall be issued without the consent of the Company
in General Meeting.
(50) Assignment of uncalled capital.-If any uncalled capital of the Company is charged by any
mortgage or other securities, the Board of Directors may, subject to the provisions of the Act and
these presents, make calls on the members in respect of such uncalled capital in trust for the
person or persons in whose favour such mortgage or security is executed.

(51) Registration of mortgages, etc.-The Company shall cause a register of all mortgages,
debentures and charges specifically affecting the property of the Company and register and index
of debenture holders and comply with all the provisions of the Act in respect of the mortgages or
charges created by the Company, the registration thereof.
(52) Company to indemnify directors.-If the Board of Directors or any of them or any
other person shall become personally liable for the payment of any sum due from the
Company, the Company may indemnify the Directors or other person from any such
liability and for that purpose may execute or caused to be executed any Deed of
Indemnity in favour of the Directors or persons against any loss in respect of such liability.

Reserve and Depreciation Funds

(53) Reserve fund.-The Board of Directors may from time to time before recommending any
dividend set apart any and such portion of the profits of the Company as it thinks fit as a Reserve
Fund to meet contingencies or for the liquidation of any debentures, debts or other liabilities of the
Company, or for repairing, improving, reconstructing and maintaining any of the properties of the
Company and for such other purposes of the Company as the Board of Directors in its absolute
discretion thinks conducive to the interest of the Company and may invest such sums to set apart
upon such investments (other than shares of the Company) as it may think fit, and from time to
time deal with and vary such investments and dispose off all or any part thereof for the benefit of
the Company. The Board of Directors will be authorised to divide the Reserve Fund into such
special funds as it thinks fit and it shall also be authorised to employ the Reserve Funds or any
part thereof in the business of the Company and that without being bound to keep the same
separate from the other assets and without being bound to pay interest on the same with power,
however, to the Board of Directors in its discretion to pay or allow to the credit of such funds
interest at such rate as the Board of Directors may think proper.
(54) Depreciation fund.-The Board of Directors may, before recommending any dividend at its
discretion set apart any such portion of the profits of the Company, as it thinks fit, as a
depreciation fund applicable for providing against any depreciation in the investments of the
Company or for reconstructing, replacing or for altering the buildings or any part of the buildings,
works, plants, machineries or other properties of the Company, destroyed or damaged by fire,
flood, storm, tempest, earthquake, accident, riot, wear and tear or any other means whatsoever
and for repairing, altering, maintaining and keeping in good and tenable condition the properties
of the Company or for extending and enlarging the buildings, machineries and properties of the
Company with full power to employ the moneys or assets constituting such depreciation fund in
the business of the Company and that without being bound to keep the same separate from the
other assets and without paying interest on the same.
(55) Investment of moneys.-All the moneys transferred to any reserve fund and depreciation
fund shall nevertheless remain and be profits of the Company and subject to making due
provisions for actual loss or depreciation shall be available for the payment of dividend. Such
moneys and all the other moneys of the Company not immediately required in any manner may
be invested by the Board of Directors in or upon such investments or including shares,
debentures, commercial papers, short-term money market and inter-bank call money market and
securities of every description as it may select or may be used as working capital or may be kept
at any bank on deposit or otherwise as the Board of Directors may from time to time think proper.

General Meetings

(56) Holding of general meetings.-The Company shall hold general meetings of the Company
at such intervals as are specified in section 166(l) of the Act and subject to the provisions of
section 166(2) of the Act and at such times and places as may be determined by the Board of
Directors.
(57) Extraordinary General Meeting.-All other general meetings of the Company other than
those referred to in the preceding Article, shall be called Extraordinary General Meetings.
(58) When extraordinary meeting to be called.-The Board of Directors may, whenever
it thinks fit and it shall, on the requisition of the holders of not less than one tenth of the
paid up capital of the Company as at the date carried the right of voting in regard to the
matter in respect of which the requisition is made, forthwith proceed to convene an

extraordinary General Meeting of the Company and in the case of such requisition the
provisions of section 169 of the Act shall apply.
(59) Notice of meeting.-The Company shall give not less than twenty days notice in writing of
every General, Annual or Extraordinary meetings specifying the day, place and hour of meeting
and the statement of business to be transacted thereat to such persons as are under these
Articles or the Act entitled to receive notice from the Company provided that the Company can
call a meeting by a shorter notice, in the case of an annual general meeting with consent in
writing of all the members entitled to vote thereat and in the case of any other meeting with
consent of the members holding not less than 95 per cent (95%) of such part of the paid up
capital of the company as gives a right to vote at the meeting.
(60) Accidental omission to give notice of meeting.-The accidental omission to give any such
notice to or the non-receipt of notice by any member or other persons entitled to receive the same
shall not invalidate the proceedings at any such meeting.
(61) Quorum of general meeting.-Two members personally present shall be a quorum for a
General Meeting. A body corporate being a member shall be deemed to be personally present, if
it is represented, in accordance with the provisions of section 187 of the Act. The President of
India or the Governor of a State shall be deemed to be personally present, if he is represented in
accordance with the provisions of section 187A of the Act.
(62) Meeting to stand dissolved In case quorum not present.-If within half an hour from the
time appointed for holding a meeting of the Company, a quorum shall not be present, the
meeting, if convened by or upon the requisition of members shall stand dissolved but in any other
case the meeting shall stand adjourned to the same day in the next succeeding week, which is
not a public holiday, at the same time and place or to such other day and at such other time and
place as the Board of Directors may determine and if at such adjourned meeting also, a quorum
is not present from the time appointed for holding the meeting, the members present shall be a
quorum and may transact the business for which the meeting was called.
(63) Chairman of General Meeting.-The Chairman of the Board of Directors shall be entitled to
take the chair at every General Meeting, whether annual or extraordinary. If at any meeting he
shall not be present, the members present shall elect another Director as Chairman and if no
Director be present or if all the Directors present in the meeting decline to take the chair, then the
members present shall elect one of their members to be Chairman.
(64) No business to be transacted, If the chair vacant.-No business shall be transacted at any
General Meeting except election of a Chairman, whilst the chair is vacant.
(65) Adjournment of meeting by chairman with consent.-The Chairman, with the consent of
any meeting at which, quorum is present and shall if so directed by the meeting adjourn any
meeting from time to time and from place to place. No business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from which the
adjournment took place. When a meeting is adjourned for thirty days or more, notices of the
adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall
not be necessary to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
(66) Decision of questions at general meeting.-At any General Meeting, a resolution
put to the vote of the Meeting shall be decided on a show of hands, unless a poll is
(before or on the declaration of the result of the show of hands) ordered by the Chairman
or demanded by any member(s) having right to vote on the resolution and present in
person in terms of section 179 of the Act. Unless a poll is so demanded, a declaration by
the Chairman that a resolution has, on show of hands, been carried or has not carried or
carried unanimously or by a particular majority and an entry to that effect in the minutes
book of the Company shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes cast in favour of or against such resolution.
(67) Casting vote of Chairman.-In the case of an equality of votes, whether on a show of hands
or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the
poll is demanded, shall be entitled to a second or casting vote.

(68) Poll to be taken If demanded.-If poll is demanded as aforesaid the same shall subject to
the provisions of Article 73, be taken at such time (not later than forty-eight hours from the time
when the demand was made) and place and either by open voting or by ballot as the Chairman
shall direct and either at once or after an interval or adjournment or otherwise and the result of the
poll shall be deemtd to be the resolution of the meeting at which the poll was demanded. The
demand for a poll may be withdrawn at any time by the person or the persons who made the
demand.
(69) Appointment of scrutineers at the poll.-Where a poll is to be taken, the Chairman of the
meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report
thereon to him. One of the scrutineers so appointed shall always be a member (not being an
officer or employee of the Company) present at the meeting, provided such a member is available
and willing to be appointed. The Chairman shall have power at any time before the result of the
poll is declared to remove a scrutineer from office and to fill vacancies in the office of scrutineer
arising from such removal or from any other cause.
(70) Proceeding of business notwithstanding demand of poll.-The demand for a poll shall not
prevent the continuance of a meeting for the transaction of any business, other than the
transaction on which the poll has been demanded.
Votes of Members

(71) Members In arrears not to vote at meetings.-No member shall be entitled to vote either
personally or by proxy for another member at any General Meeting or meeting of a class of
shareholders either upon a show of hands or upon poll in respect of any shares registered in his
name on which any calls or other sums present payable by him have npt been paid or in regard to
which the Company has and has exercised any right of lien.
(72) Voting rights of members.-On a show of hands, every member present in person or by
proxy shall have one vote and on a poll, the voting rights of members, whether present in person
or by proxy, shall be in proportion to his shares in the paid up equity capital of the Company.
(73) Voting in case of joint holders.-In the case of joint holders, the vote of senior who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders. For this purpose, seniority shall be determined by the order in which the names
stand in the Register of Members.
(74) Casting of votes by a member entitled to more than one vote.-On a poll taken at a
meeting of the Company, a member entitled to more than one vote, or his proxy, or other person
entitled to vote for him, as the case may be, need not, use all his votes or cast in the same way all
the votes he uses.
(75) Voting by unsound, minor, lunatic member.-A member of unsound mind, or in respect of
whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a
show of hands or on a poll by his Committee or other legal guardian and any such Committee or
guardian may on a poll, vote by proxy. If any member be a minor, the vote in respect of his share
shall be tendered by his guardian or any one of his guardians, if there are more than one.
(76) (1) Voting in person or by proxy.-Subject to the provisions of these Articles, the votes in
any meeting may be given either personally or by proxy. A corporation being a member of the
Company may vote by representative duly authorised in accordance with the provisions of section
187 of the Act, and such representative shall be entitled to speak, demand a poll, vote, appoint a
proxy and in all respects exercise the rights of a member and shall be reckoned as a member for
all purposes.
(2) Appointment of proxy.-Every proxy (whether a member or not) shall be appointed in writing
under the hand of appointer or his attorney duly authorised in writing, or if such appointer is a
corporation, under the common seal of such corporation, or the hand of its officer or an attorney,
duly authorised by it or in case of member being of unsound mind or a minor, by any Committee
or guardian. The proxy so appointed shall not have any right to speak at the meeting.
(3) Deposit of instrument of appointment of proxy.-The instrument appointing a proxy and the
power of attorney or other authority (if any) under which it is signed or a notarially certified copy of

that power or authority, shall be deposited at the office of the Company not less than forty-eight
hours before the time for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to vote, or in case of a poll, not less than twenty-four hours before the
time appointed for the taking of the poll, and in default the instruments of proxy shall not be
treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve
months from the date of its execution.
(4) Form of proxy.-Every instrument appointing a proxy whether for a specified meeting or
otherwise shall, as nearly as circumstances will admit, be in any of the forms set out in Schedule
IX of the Act.
(5) Vote given in proxy valid notwithstanding death or insanity of member.-A vote given in
accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous
death or insanity of the principal or revocation of the proxy or of any power of attorney or authority
under which such proxy was executed or the transfer of the shares in respect of which the vote is
given provided that no intimation in writing of the death, insanity, revocation or transfer shall have
been received at the office before the commencement of the meeting or adjourned meeting at
which proxy is used.
(77) (1) Time for objections to votes.-No objection shall be raised to the validity of any vote,
except at the meeting or adjourned poll at which vote objected to is given or tendered, and every
vote, whether given personally or by proxy not disallowed at such meeting or poll, shall be valid
for all purposes of such meeting or poll whatsoever.
(2) Decision regarding validity of any vote.-The Chairman of any meeting shall be the sole
judge to decide as to the validity of every vote tendered at such meeting. The Chairman present
at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.
The decision of the Chairman at such meeting or poll shall be final and conclusive.
(78) Keeping of minutes of general meetings.-Subject to the provisions of section 193
of the Act, the company shall cause to be kept minutes of all proceedings of general
meetings, which shall contain a fair and correct summary of the proceedings thereat and
a book containing such minutes shall be kept at the registered office of the Company and
shall be open during business hours to the inspection of any member without charge, for
such periods not being less in the aggregate than two hours in each day as the Board of
Directors may determine. The minutes aforesaid shall be kept by making within thirty
days of the conclusion of every such meeting concerned entries thereof in the said book
which shall have its pages consecutively numbered. Each page of every such book shall
be initialled or signed and the last page of the record of proceedings of each meeting in
such book shall be dated and signed by the Chairman of the same meeting within the
aforesaid period of thirty days or in the event of the death or inability of the Chairman to
sign as aforesaid within that period, by a Director duly authorised by the Board of
Directors for the purpose. In no case the minutes of proceedings of a meeting shall be
attached to any such book by pasting or otherwise.
Board of Directors

(79) Number of Directors.-Until otherwise decided by a General Meeting, the number of the
Directors shall not be less than three or more than twelve.
(80) Permanent Directors.-The following shall be the permanent Directors of the Company:
(i) Shri X
(ii) Shri Y
(iii) Smt. S
(81) Appointment of Directors.-The other Directors shall be appointed by the Company in
General Meeting of the Company for such period and on such terms as it deems fit.
(82) Board of Directors may fill up vacancies.-The Board of Directors shall have the power at
any time and from time to time to appoint any person to be a Director to fill a casual vacancy.
Such casual vacancy shall be filled by the Board of Directors at the meeting of the Board. Any

person so appointed shall hold office duly upto the date upto which the Director in whose place he
is appointed would have held office, if it had not been vacated aforesaid, but he shall be eligible
for re-election on vacating his office.
(83) No share qualification.-No share qualification shall be necessary for being appointed as or
holding the office of a Director in the Company.
(84) Payment of travelling and other expenses to directors.-Subject to the provisions of the
Act, the Board of Directors may allow and pay such sum as the Board of Directors may consider
fair compensation for travelling and other expenses, in addition to fees, if any, for attending such
meeting to any Director, who is not resident of the place where the office for the time being of the
Company is situated or where the meeting of the Board of Directors is held and who shall come to
such place for the purpose of attending a meeting of the Board or a Committee thereof.
(85) Vacation of office of Director.-A Director shall vacate his office on the happening of any of
the event provided in section 283 of the Act.
(86) Conditions under which Directors may contract with company.-Subject to the provisions
of section 297 of the Act, a Director shall be authorised to contract with the Company either as
vendor, purchaser or otherwise for goods, materials or services. Any contract or arrangement
entered into by or on behalf of the Company with a relative of such Director or a firm in which
such Director or relative is a partner or with any other partner in such firm or with a private
company of which such Director is a member or Director be valid and any such Director by so
contracting or being such member or so interested be liable to account to the Company for any
profit realised by any such contract or arrangement by reason of such Director holding office or of
the fiduciary relation thereby established.
(87) Disclosure of interest by Director.-Every Director who is in any way, whether directly or
indirectly, concerned or interested in a contract or arrangement entered, into or to be entered into,
by or on behalf of the Company shall disclose the nature of his concern or interest at a meeting of
the Board of Directors as required by section 299 of the Act. A general notice, renewable in last
month of each financial year of the Company as provided for in section 299(2)(b) of the Act, that
Director is a Director or a member of any specified body corporate or is a member of any
specified firm and is to be regarded as concerned or interested in any subsequent contract or
arrangement which may after the date of notice be entered into with that body corporate or firm
shall be sufficient disclosure of concern or interest in relation to any contract or arrangement with
such body corporate or the firm provided that such general notice is given at a meeting of the
Board of Directors or the Director concerned takes reasonable steps to secure that it is brought
up and read at the first meeting of the Board after it is given provided that this Article will not apply
to any contract or arrangement entered into or to be entered into between the Company and other
Company whereby one of the Directors of the Company or two or more of them together holds or
hold not more than two per cent of the paid up share capital in the other Company.
(88) Interested Director not to participate or vote in the proceedings of the Board.-Subject
to the provisions of section 300 of the Act, no Director shall, as a Director take part in the
discussions of, or vote on any contract or arrangement entered into, or to be entered into by or on
behalf of the Company if he is in any way, whether directly or indirectly concerned or interested
nor shall his presence count for the purpose of forming a quorum at the time of such discussion or
vote. This prohibition shall not apply of forming a quorum to the exceptions provided for in section
300 of the Act.
(89) Rights of Directors.-Subject to the provisions of Articles, all the Directors of the Company
shall have equal rights and privileges in all matters and be subject to equal obligations and duties
in respect of the affairs of the Company.

Proceedings of Board of Directors

(90)(1)Meeting of directors-Subject to the provisions of section 285 of the Act, the Board of
directors may meet for the dispatch of business , adjourn and otherwise regulate its meeting as it
thinks fit.
(2) Quorum for a Board meeting.-Subject to section 287 of the Act, the quorum for a meeting of

the Board of Directors shall be one-third of its total strength (any fraction contained in that one-
third being rounded off as one), or two Directors, whichever is higher, provided that where at any

time the number of interested Directors exceeds or is equal to two-thirds of the total strength, the
number of the remaining Directors, that is to say, the number of Directors who are not interested,
present at the meeting being not less than two shall be the quorum during such time.
(91) Adjournment of meeting for want of quorum.-If a meeting of the Board of Directors could
not be held for want of quorum, then the meeting shall stand adjourned to such other time, date
and place as may be fixed by the Directors present not being later than fifteen days from the date
originally fixed for the meeting.
(92) Convening of the meeting.-The Chairman of the Board of Directors on his own motion or
the Secretary of the Company, if any shall upon the request in writing of two Directors of the
Company or if directed by the Chairman, convene a meeting of the Board of Directors by giving a
notice, in writing to every Director for the time being in India and at his usual address in India to
every other Director.
(93) Chairman.-The Board of Directors may elect a Chairman of its meetings and he shall hold
office until he vacates his office under the provisions of these Articles. In case, the Chairman is
absent at a meeting of the Board, within fifteen minutes after the time appointed for holding the
meeting, the Directors present may choose one of their members to be the Chairman of the
meeting of the Board.
(94) Decisions of questions at Board Meetings.-The questions arising at any meeting of the
Board of Directors shall be decided by a majority of votes and in case of equality of votes, the
Chairman of the meeting shall have a second or casting vote.
(95) Power of Board Meeting.-A meeting of the Board of Directors for the time being at which
quorum is present shall be competent to exercise all or any of the powers and discretions which
by or under the Act or these Articles are vested in or exercisable by the Board.
(96) Appointment of Committee of Directors and its powers.-Subject to the provisions of the
Act, the Board of Directors may delegate any of its powers to a Committee of Directors consisting
of such Director or Directors. Any Committee so formed shall, in the exercise of the powers so
delegated conform to any regulations that may be imposed on it by the Board.
(97) Meeting of Committee how to be governed.-The meetings and proceedings of any such
Committee of the Board of Directors consisting of two or more Directors shall be governed by the
provisions herein contained for regulating the meetings and proceeding of the Directors, so far as
the same are applicable thereto and are not superseded by any regulations made by the
Directors under the last preceding Article.
(98) Resolution when deemed to have been duly passed.-A resolution shall be deemed to
have been duly passed by the Board of Directors or by a Committee thereof by circulation, if the
resolution has been circulated in draft, together with the necessary papers, if any to all the
Directors or to all the members of the Committee, then in India (not being less in number than the
quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other
Directors or members of the Committee at their usual address in India and has been approved by
such of the Directors or members of the Committee as are then in India, or by a majority of such
of them, as are entitled to vote on the resolution.
(99) Acts of Board of Directors or committees valid, notwithstanding invalid appointment.-
All acts done by any meeting of the Board of Directors or by a Committee thereof or by any
person acting as a Director shall, notwithstanding that it may afterwards be discovered that there
was some defect in the appointment of such Director or persons acting as aforesaid or that they
or any of them were disqualified or had vacated office or that the appointment of any of them had
been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid as
if every such Director or person had been duly appointed and was qualified to be a Director and
had not vacated his office or his appointment had been terminated provided that nothing in this
Article shall be deemed to give validity to acts done by a Director after his appointment has been
shown to the Company to be invalid or to have terminated.
(100) Minutes of proceeding of meetings of Board of Directors or Committee-The Company
shall cause minutes of all proceedings of every meeting of its Board of Directors or of every
Committee of the Board of Directors to be kept by duly entering in a book or books provided for
the purpose. The minutes shall contain –

(i) the names of the Directors present at such meetings of the Board of Directors, and
of any Committee of the Board;
(ii) all orders made by the Board and Committees of the Board of Directors;
(iii) all appointments of officers made at the meeting;
(iv) all resolutions and proceedings of the meetings of the Board of Directors and
Committees of the Board of Directors; and

in the case of each resolution passed at a meeting of the Board of Directors, or Committees of the
Board of Directors, the names of those Directors, if any, dissenting from or not concurring in the
resolution. Every such book shall be maintained and the minutes entered therein signed in the
manner laid down by section 193 of the Act and the minutes so entered and signed shall be
evidence of the proceedings recorded therein.

Powers to the Board of Directors

(101) Powers of the Board of Directors.-Subject to the provisions of the Act, the control of the
Company shall be vested in the Board of Directors who shall be entitled to exercise all such
powers and to do all such acts and things, as the Company is authorised to exercise and do
provided that the Board of Directors shall not exercise any power or do any act or thing which is
directed or required, whether by the Act or in other statute or by the Memorandum of the
Company or by these Articles or otherwise, to be exercised or done by the Company in general
meeting provided further that in exercising any such power or doing any such act or thing, the
Board of Directors shall be subject to the provisions contained in that behalf in the Act or in any
other Act or in the Memorandum of the Company or these Articles or any regulations not
inconsistent therewith and duly made thereunder including regulations made by the Company in
general meeting. No regulation made by the Company in general meeting shall invalidate any
prior act of the Board of Directors which would have been valid if that regulation had not been
made.
(102) Further powers of Board of Director.-Without prejudice to the general powers conferred
by the last preceding Article, it is hereby declared that the Board of Directors shall have the
following powers, viz.:
(1) To pay preliminary expenses.-To pay the costs, charges and expenses, preliminary and
incidental to the promotion, formation, establishment and registration of the company and the
issue of its capital including underwriting or other commission, broker’s fees, commission, fees for
services rendered and charged in connection therewith and to reimburse any person or firm or
company who has incurred any or all the above.
(2) To acquire properties, rights or privileges.-Subject to sections 292 and 297 of the Act, to
purchase, take on lease or licence or in exchange, hire or otherwise acquire for the Company any
property, rights or privileges which the Company is authorised to acquire at or for such price or
consideration and on such terms and conditions as they may think fit and in case of purchase or
other acquisition, to accept such title as the Directors may believe or may be advised to be clear,
marketable and free from encumbrances.
(3) To pay for the property, rights or privileges.-Subject to the provisions of the Act, to pay for
any property, rights or privileges acquired by or services rendered to the Company either wholly
or partly in cash or in shares, bonds, debentures, mortgages, or other securities of the Company
and any such shares may be issued either as fully paid up or with such amount credited as paid
up thereon, as may be agreed upon between the Company and the Vendor of such property,
rights, privileges or person rendering services and any such bonds, debentures, mortgages, or
other securities may be either specifically charged upon all or any part of the property of the
Company and its uncalled capital or not so charged.
(4) To secure fulfilment of contract.-To secure the fulfilment of the contract or engagements
entered into by the Company by mortgage or charge the property, assets and rights (both present
and future) including the uncalled capital of the Company for the time being and to guarantee the
performance by the Company or in such manner as they may think fit.
(5) To appoint any person to accept and hold in trust Company properties, etc.-To appoint
any person to accept and hold in trust for the Company any properties, assets and rights
belonging to the Company or in which it is interested or for any other purpose and to execute and

do all such acts, deeds and things as may be required in relation to any such trust and to pay the
remuneration to such trustee or trustees.
(6) To Institute, defend suit or proceedings.-To institute, conduct, defend, compound,
prosecute or abandon, any legal proceedings by or against the Company or its officers or
otherwise relating to the affairs of the Company and also to give time for payment or satisfaction
of any debts due and of any claims or demands by or against the Company and to refer any
differences or disputes to arbitration either according to Indian law or according to any foreign law
and either in India or abroad, and observe, perform or challenge any award made thereof and to
do all such acts, deeds and things as may be required in relation thereto.
(7) To give receipts, releases and other discharges.-To issue and give receipts, releases and
other discharges for moneys payable to the Company and for the claims and demands of the
Company.
(8) To invest the money, not Immediately required.-Subject to the provisions of sections 292,
295, 370 and 372 of the Act, to invest and deal with any moneys of the Company, not immediately
required for the purposes of the Company in deposits, units, government securities, including
shares, bonds, debentures, short-term market instruments and securities of every description (not
being shares of the Company), and in such manner as they may think fit and from time to time
sell, vary or realise such investments and to execute all assignments, transfers, receipts and
documents that may be necessary in that behalf. Save as provided in section 49 of the Act, all
investments shall be made and held in the Company’s own name.
(9) To give indemnities and guarantees.-Subject to the provisions of the Act, to give in the
name and on behalf of the Company such indemnities and guarantees as may be necessary.
(10) To draw, accept, endorse negotiable Instruments.-To draw, make, accept, endorse,
purchase, sell, discount, rediscount, negotiate, execute and issue bills of exchange, promissory
notes, debentures or other negotiable or transferable or other instruments or securities on behalf
of the Company.
(11) To determine the person authorised to sign.-To determine the person or persons who
shall be authorised to sign, on the Company’s behalf, bills, promissory notes, receipts,
acceptances, endorsements, cheques, dividend warrants, release, contracts and documents from
time to time and to authorise them for such purposes.
(12) To distribute profits by way of bonus.-To distribute the profits of the Company by way of
bonus amongst the staff of the Company and to give to the agents, officers, executives or other
persons employed by the Company a commission on the profits of any particular business or
transaction.
(13) To establish and maintain provident fund, contributory pension fund.-To establish and
maintain any provident fund or any contributory pension fund and to contribute to any such fund
and to provide for the welfare of Directors or ex-Directors or employees or ex-employees of the
Company and the wives, widows and families or the dependants of such persons by building or
contributing to the building of houses, dwelling or chawls or by grants of money, pension,
gratuities, allowances, bonus or other payments or by creating and by providing, subscribing or

contributing towards places of interests and recreation, hospitals and dispensaries, medical and-
other attendance and other assistance, to make payments to or towards the insurance of such

persons as aforesaid, to subscribe or contribute or otherwise to assist or to guarantee moneys to
charitable, benevolent, religious, scientific, national or other institutions, bodies and objects which
shall have any moral or other claim to support or aid by the Company, either by reason of locality
of operation or of public and general utility or otherwise; and to do any of the matters aforesaid
either alone or in conjunction with any such other Company or institution aforesaid.
(14) To appoint managers, officers, etc.-To appoint and at their discretion, remove or suspend
managers, secretaries, scientists, technicians, engineers, consultants, assistants, supervisors,
legal, medical or economic advisors, computer consultants, research workers, clerks, agents and
servants permanently or on a temporary basis as they may from time to time think fit and to fix
their remuneration, salaries, commissions, emoluments and to determine their powers and duties
and to require security from such executives, officers, employees of such amount as they may
think fit.

(15) To register the company.-To register the Company with any government, authority, local or
statutory, which is necessary for carrying on the business of the Company and to obtain licences,
permits, quotas, permissions, no objections from such government, authority, local or statutory or
any other body for the carrying of the business of the Company and to comply with the
requirements of the laws, which shall be necessary or expedient to comply with, in the interest of
the Company.
(16) To purchase or otherwise acquire properties.-To purchase, take on hire, lease or

otherwise acquire any lands, buildings, flats, apartments, machineries, computers, air-
conditioners, equipments, premises, hereditaments, property, assets, rights, credits, business and

goodwill of any Company carrying on the similar business, which the Company is authorised to
carry on in India or any part of the world.
(17) To pay rents for properties of company.-To pay rents for the properties, immovable or
movable acquired on lease, hire, leave and licence and to undertake the performance of
covenants, conditions and agreements contained in or reserved by lease, agreement of hire or
leave and licence agreement that may be granted or assigned or otherwise acquired by the
Company and to purchase the reversion or reversions and to acquire the fee of all or any of the
lands of the Company for the time being held under lease or an estate less than freehold estate.
(18) To make arrangements for managing affairs.-To make arrangements for managing any of
the affairs of the Company in any specified locality in India or abroad, open branches, offices or
agency offices in various cities and towns in India or abroad and to appoint any person or persons
to be incharge of such branches, offices or agency offices.
(19) To insure the company properties.-To insure and keep insured against loss, damage, by
fire or otherwise for such period and to such extent as they think proper, all or any part of the
buildings, machineries, computers, air conditioners, equipments, goods, stores, products and
other assets and movable and immovable properties of the Company either separately or jointly
and also to insure all or any portion of the goods or products and other articles in transit, kept and
consigned by the Company.
(20) To appoint person, attorney, etc.-To appoint any person or persons to be the attorney or
attorneys of the Company under the seal of the Company, for such purposes and with such
powers, authorities and discretions, subject to the provisions of the Act of these presents, for such
period and subject to such conditions as they may from time to time think fit and such power of
attorneys may contain such limitations and restrictions, which may be necessary to protect the
persons dealing with such attorneys as the Board of Directors may think fit and may contain
powers enabling any such attorney to subdelegate all or any of the powers, authorities and
discretions for the time being vested in them in favour of other person or persons.
(21) To enter into Contracts.-Subject to the provisions of sections 294, 297 and 300 of. the Act,
negotiate, enter into contracts and rescind and vary all such contracts for the purposes of the
Company and execute and do all such acts, deeds and things in the name and on behalf of the
Company as they may consider expedient.
(22) To sell, lease or dispose of company properties.-Subject to the provisions of section 293
of the Act to sell, lease or otherwise dispose of any of the properties or undertakings of the
Company.
(103) Executive Committee.-(l) An Executive Committee shall be constituted of the Directors
comprising
(i) Two Directors to be nominated by the Chairman; and
(ii) The Managing Director;
(2) Such Executive Committee shall be authorised to borrow at their discretion and from time to
time any sum or sums of moneys for the purpose of the Company and to look after day-to-day
affairs of the Company and to exercise all such powers as may be delegated to it by the Board of
Directors.

Managing Director

(104) Appointment.-The Board of Directors may from time to time appoint Managing Director of
the Company for such period as it shall think fit, such Managing Director can be removed from his
office by the Board of Directors (subject to the provisions of any agreement between such
Director and the Company).
(105) Remuneration of Managing Director.-The Managing Director shall receive such
remuneration and be subject to such terms and conditions of service as may from time to time be
determined by the Board of Directors.
(106) Powers of Managing Director.-Subject to the provisions of the Act, the Board of Directors
may from time to time delegate and confer upon the Managing Director for the time being such of
the powers exercisable under these presents by the Board of Directors as they may think fit and
may confer such powers for the time and to be exercised for such objects and purposes and upon
such terms and conditions and with such restrictions as they think fit; and such powers can be
conferred, either collaterally with, or to the exclusion of, and in substitution for all or any of the
powers of the Board of Directors in that behalf and may from time to time be revoked, withdrawn,
altered or varied.

Seal

(107) Seal, its custody and use.-The Board of Directors shall provide a Common Seal for’the
purpose of the Company and shall have powers from time to time to destroy the same and
substitute a new seal in lieu thereof and the Board of Directors shall provide for the safe custody
of the seal for the time being. The seal shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors or of a Committee of the Board authorised by it
in that behalf and except in the presence of at least two Directors, who shall also sign every
instrument to which the seal of the Company is so affixed in their presence.
The Company shall also be at liberty to have an official seal in accordance with section 50 of the
Act for use in any territory, district or place outside India.
Dividends and Reserve

(108) Division of Profits.-Subject to the rights of members entitled to shares (if any) with
preferential or special rights attached thereto, the Company may determine to divide the profits of
the Company for any year or any other period as dividend on the equity shares of the Company. A
partly paid up share shall only be entitled to a dividend in proportion to the amount paid up such
share with that of a fully paid up share. In case any shareholder has paid up any capital in
advance of calls upon the footing that the same shall carry interest, such capital shall not whilst
carrying right to get interest, confer a right to participate in profits.
(109) Declaration of Dividend.-The Company in General Meeting may declare dividend to be
paid to the members according to their rights and interest in the profits and may fix the time for
payment.
(110) Dividend cannot be declared more than recommended by Board of Directors.-The
Company cannot declare dividend exceeding the amount recommended by the Board of
Directors, but the Company in general meeting may declare a smaller dividend.
(111) Dividends payable out of profits.-No dividend shall be payable for any financial year
except out of the profits of the Company for that year or out of the profits of the Company for any
previous financial year or years and no dividend shall carry interest as against the company.
(112) Ascertainment of amount available for dividend.-Where any assets, business or
property is purchased by the Company, as from a past date upon the terms that the Company
shall as from that date take the profits and bear the losses thereof, such profits and losses as the
case may be shall, at the discretion of the Board of Directors, be so credited or debited wholly or
in part to the profit and loss account and in that case the amounts so credited or debited shall for
the purpose of ascertaining the fund available for dividend be treated as a profit or loss arising
from the business of the Company and available for dividend accordingly. If any shares or
securities are purchased with dividend or interest, such dividend or interest when paid may at the
discretion of the Directors be treated as revenue and it shall not be obligatory to capitalise the
same or any part thereof.

(113) Amount of net profits declared by Board of Directors conclusive.-The declaration of
the amount of the net profits of the Company available for dividend by the Board of Directors shall
be conclusive.
(114) Interim Dividend.-The Board of Directors may from time to time pay to the members such
interim dividends as appear to it to be justified by the profits of the Company.
(115) Deduction of amount from dividend.-The Board of Directors may deduct from any
dividend payable to any member all sums of money, if any presently payable by him to the
Company on account of calls or on debts, liabilities or engagements in relation to the shares of
the Company.
(116) Dividend and call together.-Any General Meeting declaring a dividend may make a call on
the members of such amount as the meeting fixes, but such call on each member shall not
exceed the dividend payable to him and the call be made payable at the same time as the
dividend and the dividend may, if so arranged between the Company and the members, be set off
against the call.
(117) Dividend payable to registered holder.-The dividend shall be paid by the Company to the
registered holder of the share or to his order or to his bankers. If any instrument of transfer of
shares had been delivered to the Company for registration and if the transfer of such shares has
not been registered by the Company, the dividend in relation to such shares will be transferred to
the special account, unless the Company is authorised by the registered holder of such share in
writing to pay such dividend to the transferee specified in such instrument of transfer.
(118) No member to receive dividend whilst indebted to the company.-No member shall be
entitled to receive payment of dividend in respect of his shares, whilst any money may be due or
owing from him to the Company in respect of such share or shares or otherwise howsoever,
either alone or jointly with any other person or persons and the Board of Directors may deduct all
sums of money so due from him to the Company from the dividend payable to any member.
(119) Remittance of Dividend.-Unless otherwise directed, any dividend may be paid by cheque
or warrant sent through the post directly to the registered address of the member or persons
entitled or in case of joint holders to the person who is first-named in the Register of Members in
respect of the joint holding or to such person and to such address as the holder or joint holders
may in writing direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent. The company shall not be liable or responsible for any cheque or
warrant lost in transmission or for any dividend lost in transmission. If several persons are
registered as joint-holders of any shares, any one of them can give effectual receipts to the
Company for any dividends or other moneys payable in respect thereof.
Capitallisation of profits

(120) Capitallisation of reserves.-Any General Meeting, upon the recommendation of the Board
of Directors, may resolve that any moneys standing to the credit of any of the Company’s reserve
accounts, or to the credit or the profit and loss account, or otherwise available for distribution and
available for declaring dividend to the members or any amount received as premium on the issue
of shares and standing to the credit of the share premium account, be capitalised and distributed
amongst such of the shareholders as would be entitled to receive the same if distributed by way
of dividend and in the same proportion on the footing that they become entitled thereto as capital
and that all or any part of such capitalised fund be applied on behalf of such shareholders in
paying up in full any unissued shares, debentures or debenture-stock of the Company, which
shall be distributed accordingly or in or towards payment of the uncalled liability on any issued
shares and that such distribution or payment shall be accepted by such shareholders in full
satisfaction of their interest in the said capitalised sum, provided that any sum standing to the
credit of a share premium account or a capital redemption reserve fund may for the purpose of
the Article only be applied in the paying up of unissued shares to be issued to members of the
Company as fully paid bonus shares.
(121) Surplus money.-A general meeting may resolve that any surplus moneys arising from the
realisation of any capital assets of the Company or any investment representing the same or any
other undistributed profits of the Company not subject to charge for income-tax, be distributed
amongst the members on the footing that they receive the same as capital.

(122) Fractional certificates.-For the purpose of giving effect to any resolution under the
preceding two Articles, the Board of Directors may make provision for the issue of fractional
certificates and may fix the value for distribution of any specific assets and may determine that
cash payments shall be made to any members upon the footing of the value so fixed in order to
adjust the rights of all parties and may vest such cash or specific assets in trustees upon such
trusts for the dividend or capitalised funds as may seem expedient to the Board of Directors. In
such case, if required a proper contract shall be filed in accordance with section 75 of the Act and
the Board may authorise any person to execute an agreement on behalf of the persons entitled to
the dividend or capitalised fund and any agreement made under such authority shall be effective
and binding on all such members.

Books and documents

(123) Keeping of Books of Accounts – The Board of Directors shall cause to be kept proper
books of accounts in accordance with the section 209 of the Act with respect to-
(a) (a) all the sums of money received and expended by the Compant and the matters in
respect of which the receipt and expenditure take place;
(b) (b) all sales and purchases of goods by the company
(c) (c) the assets and liabilities of the company.
(124) Place of keeping Books of Account.-The books of accounts shall be kept at the office or
subject to the proviso of section 209 of the Act at such other place as the Board of Directors think
fit and shall be open to inspection by the Directors during business hours.
(125) Extent of inspection of Books of Accounts.-The Board of Directors shall from time to
time determine whether and to what extent and at what time and places and under what
conditions or regulations the accounts and books of the Company or any of them shall be open to
inspection of the members not being Directors and no member (not being a Director) shall have
any right of inspecting any account or book or document of the Company except as conferred by
law or authorised by the Board of Directors.
(126) Furnishing of statement of accounts to General Meetings.-The Board of Directors shall
from time to time, in accordance with sections 210, 212, 215, 216, 217 and 221 of the Act, cause,
to be prepared and to be laid before the Company in General Meeting such Profit and Loss
Accounts, Balance Sheets and reports as are referred to in those sections.
(127) Sending the balance sheet, etc. to members.-A copy of every balance sheet (including
the profit and loss account, the auditors report and every other document required by law to be
annexed or attached to the balance sheet), shall, at least twentyone days before the meeting at
which the same are to be laid to every trustee for the holders of any debentures issued by the
Company whether such member or trustee is or is not entitled to have notices of general
meetings the Company sent to him and to all persons other than such members or trustees, being
persons so entitled.

Audit of accounts

(128) Appointment of Auditors.-The appointment of Auditors and their rights and duties shall be
regulated in accordance with sections 224 and 233 of the Act.
(129) Accounts conclusive after audit and approval by general meeting.-The accounts of the
Company when audited and approved by General Meeting shall be conclusive except as regards
any error discovered therein within three months next after the approval thereof. When any such
error is discovered within that period, the accounts shall forthwith be corrected and henceforth
shall be conclusive.
(130) Documents and notices.-(1) Service of documents or notices on members by the
Company.-A document or notice may be served or given by the Company, on any member or an
officer thereof either personally or by sending it by post to him to his registered address or (if he
has no registered address in India) to the address, if any within India supplied by him to Company
for serving documents or notices on him.
(2) Where a document or notice is sent by post, service of the document or notice shall be
deemed to be effected by properly addressing, pre-paying and posting a letter containing the
document or notice, provided that where a member has intimated to the Company in advance that

documents or notices, should be sent to him under a certificate of posting or by registered post
with or without acknowledgment due and has deposited with the Company a sum sufficient to
defray the expenses of doing so, service of the document or notice shall not be deemed to be
affected, unless it is sent in the manner intimated by the member and such service shall be
deemed to have been effected in the case of a notice of a meeting at the expiration of forty-eight
hours after the letter containing the document or notice is posted and in any other case, at the
time at which the letter would be delivered in the ordinary course of post.
(3) Service of document or notice by advertisement.-A document or notice advertised in a
newspaper circulating in the neighbourhood of the office shall be deemed to be duly served or
sent on the day on which the advertisement appears, on or to every member who has no
registered address in India and has not supplied to the Company any address within India for the
service of documents on him or the sending of notice to him.
(4) Service of document or notice to the joint holders.-A document or notice may be served or
sent on the joint holders of a share by serving it or sending it to the joint holder named first in the
register in respect of the share.
(131) Service of notice on personal representative, etc.-A document or notice may be served
or given by the Company on or to the persons entitled to a share in consequence of the death or
insolvency of a member by sending it through the post in pre-paid letter addressed to him by
name, or by the title of representatives of the deceased, or assignees of the insolvent, or by any
like description, at the address (if any) in India supplied for the purpose by the persons claiming to
be so entitled (until such an address has been so supplied) by serving the document or notice in
any manner in which the same might have been given if the death or insolvency had not
occurred.
(132) Notice to members and other persons entitled to notice.-Documents or notices of every
General Meeting shall be served or given in same manner hereinbefore authorised on or to (a)
every member; (b) every person entitled to a share in consequence of the death or insolvency of
a member; and (c) the auditor or auditors for the time being of the Company.
(133) The person getting shares on transfer, etc. bound by service of notice on transferor,
etc.-Every person who shall become entitled to any share by operation of law, transfer or other
means whatsoever, shall be bound by the notice or document served to the member from whom
he derives his title to such share, previous to his name and address being entered on the
Register of Members.
(134) Document or notice by company and signature thereto.-Any document or notice to be
served or given by the Company may be signed by a Director or some person duly authorised by
the Board of Directors for such purpose and the signature may be written, printed or lithographed.
(135) Service of document or notice by member on company.-Any document or notice to be
served or given by members on or to the Company or an officer thereof shall be served or given
by sending it to the company or officer at the office by post under a certificate of posting or by
registered post or by leaving it at the office.

Authentication of Documents

(136) Authentication of documents and proceedings.-Save as otherwise expressly provided in
the Act or these Articles, the documents, deeds or proceedings requiring authentication by the
Company may be signed by a Director or any officer authorised by the Board of Directors of the
Company and every document, deed or proceeding need not be under its seal.

Winding up

(137) Liquidator may divide assets in specie.-If the Company is wound up (whether voluntary,
under supervision of Court, or compulsory) the Liquidator may, with the sanction of a special
resolution but subject to the rights attached to any preference share capital, divide among the
contributories, in specie or kind the whole or any part of the assets of the Company and may with
the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit, 9f the contributories as the Liquidator, with the like sanction, shall think fit.

Indemnity and liability

(138) Indemnity.-Subject to the provisions of section 201 of the Act, every Director,
Manager, Officer or servant of the Company or any person (whether an officer of the
Company or not) employed by the Company as auditor shall be indemnified out of the
assets of the Company against all claims and it shall be the duty of the Directors to pay
out of the funds of the Company all costs, charges, losses and damages which any such
person may incur or become liable to, by reason of any contract entered into or act or
thing done, about the execution of discharge of his duties (except such costs, charges,
losses and damages as he shall incur or sustain through or by his own wilful act, neglect
or default) including expenses and in particular and so as not to limit the generality of the
foregoing provisions against all liabilities incurred by him as such Director, Manager,
Officer or Auditor in defending any proceedings whether civil or criminal in which
judgment is given in his favour or in which he is acquitted or in connection with any
application under section 633 of the Act in which relief is granted to him by the court.
(139) Individual liability.-Subject to the provisions of the Act, no Director, Manager, Officer or
Auditor of the Company shall be liable for the act, receipts, neglects or defaults of any other
Director, Manager or Officer or for joining in any receipt or other acts for any loss occasioned to
the Company through the deficiency of title to any property acquired by order of the Directors for
or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which
any of the moneys of the Company shall be invested or for any loss or damages arising from the
bankruptcy, insolvency or tortious act of any person, firm or company to or with whom any
moneys, securities or effects shall be entrusted or deposited or for any loss occasioned to the
Company by any error, judgment, commission, default or oversight on his part or for any other
loss or damage whatever which may happen in relation to the execution of the duties of his office
or in relation thereto unless the same shall happen through his own dishonesty, wilful act,
negligence or default.
(140) Secrecy.-No member shall be entitled to inspect any books or visit any works of the
Company without the permission of the Board of Directors or to require discovery of or any
information respecting any detail of the Company’s business or any matter which is or may be in
the nature of a trade secret, secret process or any other matter which may relate to the conduct of
the business of the Company and which in opinion of the Board of Directors should not be
disclosed in the interests of the Company.
We, the several persons whose names and addresses are subscribed, are desirous of being
formed into a Company in pursuance of these Articles of Association and we respectively agree to
take the number of shares in the capital of the Company set opposite our respective names.
_________________________________________________________________________________________
Sr. Name of Subscriber Address, Description No. of Equity Name, Address,
No. and Signature and Occupation of Shares taken by Description and
Subscriber each Subscriber Signature of
Witness
______________________________________________________________________
1.
2.
3.

Total

______________________________________________________________________
Dated this…………………day of……………………20…..

ARTICLES OF ASSOCIATION OF A PRIVATE COMPANY

The Companies Act, 1956
Company Limited By Shares
Articles of Association
of

RKG Capital and Finance Co. Private Limited

Table ‘A’ Excluded

(1) Table A not to apply, but the company to be governed by these Articles-.The regulations
contained in the Table ‘A’ in the First Schedule of the Companies Act, 1956, shall not apply to this
Company, but the regulations for the management of the Company and for the observance of the
members and their representatives shall, subject to any exercise of the statutory powers by the
Company in reference to the repeal or alterations of or additions to its regulations by a special
resolution as prescribed by the Companies Act, 1956, be such as are contained in the articles set
out hereinbelow.

Interpretation

(2) Interpretation clause.-In these articles, unless the context otherwise requires, the following
words or expressions shall have the following meanings:
The Company.-“The Company” means the RKG Capital and Finance Co. Private Ltd.
The Act.-“The Act” means the Companies Act, 1956 or any statutory modification or re-enactment
thereof for the time being in force.
Board.-” Board” means a meeting of the Directors duly called and constituted or, as the case may
be, the Directors assembled at a Board or the requisite number of Directors entitled to pass a
resolution by circulation in accordance with these Articles.
Managing Director.-“The Managing Director” means the Managing Director or Managing
Directors of the Company for the time being.
Month.-” Month” means the calendar month.
Year-“Year” means the calendar year.
Dividend.-” Dividend” includes Bonus.
These Presents.-“These presents” means Memorandum of Association and these Articles of
Association as originally framed or the regulations of the Company for the time being in force.
Seal.-“Seal” means the common seal of the Company for the time being.
Ordinary and Special Resolution.-“Ordinary Resolution” and “Special Resolution” shall have
the meanings assigned thereto respectively by section 189 of the Act.
Paid-up.-“Paid up” includes credited as paid up.
Writing.-“In writing” and “written” shall include printing, lithography or part printing and part
lithography and any other mode or modes of representing or reproducing words in visible form.
The Off ice.-“The Office” means the Registered Office of the Company for the time being.
The Chairman.-“The Chairman” means the Chairman of the Board of Directors.
Auditor.-“Auditor” means and includes a Auditor as such for the time being of the Company.
Proxy.-” Proxy” means a person who is appointed by an instrument to vote for a member at a
general meeting at a poll.

Secretary. -“Secretary” includes an Assistant Secretary or any person appointed by the Board to
perform any of the functions of a Secretary.
Singular number.-The words “singular number” shall include the plural numbers and vice versa.
Gender.-The words “masculine gender” shall include the feminine gender and vice versa.
Debenture.-The word “debenture” includes debenture stock and bonds.
Person.-The word “person” shall include a Company or Corporation.
Marginal notes.-The “marginal notes” and catch lines hereto shall not affect the construction or
meaning hereof.
Expression in these regulations to bear same meaning as In Act.-Save as aforesaid and
except where the subject or context otherwise requires, the words or expressions contained in
these regulations and not defined in these regulations shall bear the same meaning as assigned
to them respectively in the Act.
(3) Capital.-The Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rs. Ten crores)
divided into 10,00,000 Equity Shares of Rs. 100 (Rupees One hundred only) each: The Company
shall have power to increase, consolidate, sub-divide, reduce or otherwise alter its share capital,
subject to the provisions of the Act.
(4) Private Company.-The Company is to be a private company and accordingly:
(a) The number of members (exclusive of persons who are in the employment of the
Company and of persons who having been formerly in the employment of the Company
were members of the Company while in that employment and have continued to be
members after the employment ceased) shall not exceed fifty, but where two or more
members hold one or more shares in the Company jointly they shall, for the purpose of
this Article be treated as a single member.
(b) Any invitation to the public to subscribe for any shares or debentures of the Company is
hereby prohibited.
(c) The right to transfer shares of the Company is restricted in the manner and to the extent
hereinafter appearing in these Articles.
(5) Commencement of business.-The business of the Company may commence as soon after
incorporation of the Company as the Directors think fit and notwithstanding that only part of the
shares may have been allotted.
(6) Share capital and share certificate: Shares to be numbered progressively. The shares in the
capital shall be numbered progressively according to their several denominations and except in
the manner hereinbefore mentioned no share shall be subdivided. Every forfeited or surrendered
share shall continue to bear the number by which the same was originally distinguished.
(7) Shares under control of Board.-Subject to the provisions of these Articles and of the Act, the
shares shall be under the control of the Board of Directors, who may allot or otherwise dispose off
the same to such persons, on such terms and conditions and at such times as the Board of
Directors think fit and (subject to the provisions of sections 78 and 79 of the Act) either at a
premium or at par or at discount and for such consideration as the Board of Directors think fit.
(8) Acceptance of shares.-An application signed by the applicant and or his power of attorney
on his behalf for the shares in the Company, followed by an allotment of any share therein shall
be an acceptance of shares within the meaning of these Articles; and every person who thus or
otherwise accepts any shares and whose name is put on the Register of Members shall be a
member for the purpose of these Articles.
(9) Deposit and calls, etc. to be a debt payable by allottee immediately.-(a) On the allotment
of any shares being made by the Board of Directors, any money required or directed to be paid by
way of deposit, call or otherwise in respect of any shares allotted by them, shall immediately on
insertion of the name of the allottee in the Register of Members as the holder of such shares

become a debt due to and recoverable by the Company from the allottee thereof and shall be
paid by him.
(b) Liability of members: Every member or his heirs, legal representatives, executors or
administrators shall pay to the Company the portion of the capital represented by his share or
shares, which may, for the time being, remain unpaid thereon, in such amounts, at such time or
times and in such manner, as the Board of Directors shall fix for the payment thereof from time to
time, in accordance with the Company’s Articles.
(10) Trusts not recognised.-Except as required by law or ordered by a Court of competent
jurisdiction, no person shall be recognised by the Company as holding any shares upon any trust
and the Company shall not be bound by or be compelled in any way to recognise (even when
having notice thereof) any benami, equitable, contingent, future or partial interest in any share or
any interest in any fractional part of a share or (except only as by these presents or by law
otherwise provided) any other rights in respect of any share except an absolute right to the
entirety thereof in the registered holder.
(11) Company’s funds not to be applied In the purchase of Its own shares.-The funds of the
Company shall not be applied for the purchase of any shares of the Company and it shall not give
any financial assistance for or in connection with the purchase or subscription of any shares in the
Company or in its holding Company save as provided by section 77 of the Act.
(12) Issue of share certificate.-The certificates of shares and duplicate thereof shall be issued
under the seal of the Company.
(13) Member’s right to certificate.-Every member whose name is registered as a member in the
Register of Members shall be entitled to one certificate for all the shares registered in his name,
or if the Board of Directors so approve to several certificates each for one or more of such shares,
but in respect of each additional certificate, there shall be paid to the Company a fee of Re. 1 or
such less sum as the Board of Directors may determine. Every certificate of shares shall specify
the number and denoting numbers of the shares in respect of which it is issued and the amount
paid up thereon.
(14) Issue of new certificates In place of one defaced, lost or destroyed.-If any certificate be
mutilated or defaced, then, upon production thereof to the Board of Directors, they may order the
same to be cancelled and may issue a new certificate in lieu thereof and if any certificate be lost
or destroyed, then upon proof thereof to the satisfaction of the Board of Directors and on such
indemnity as the Board of Directors deem adequate being given, a new certificate in lieu thereof
shall be given to the registered holder of the shares to which such lost or destroyed certificate
shall relate.
(15) Fees for Issue of new certificates.-For every certificate issued under the last preceding
Article, there shall be paid to the Company the sum of Rs. 2 or such smaller sum as the Board of
Directors may determine. However, Board of Directors may in any case or generally, waive the
charging of such fees.

Calls on shares

(16) Calls on shares.-The Board of Directors may, from time to time, subject to the terms on
which any shares may have been issued, make such calls as they think fit upon the members in
respect of all moneys unpaid on the shares held by them respectively (whether on account of the
nominal value of the shares or by way of premium) and not by the conditions of allotment thereof
made payable at fixed times and each member shall pay the amount of every call so made on
him to the person and at the time and place appointed by the Board of Directors. A call may be
made payable by instalments.
(17) When call deemed to have been made and notice to call.-A call on the shares shall be
deemed to have been made at the time when the resolution of the Board of Directors authorising
such call was passed. No call shall exceed one-fourth of the nominal value of the share or be
payable at less than one month from the date fixed for the payment of the last preceding call.
Notice of at least fourteen days shall be given of any call specifying the time or times and place of
payment and to whom such call shall be paid.

(18) Grant of extension of time for payment of calls.-The Board of Directors may at its
discretion extend the time fixed for the payment of any call on the shares and may extend such
time as to call of any of such members as the Board of Directors may deem fairly entitled to
extension by reason of residence at distance or other cause; but no member shall be entitled to
such extension save as a matter of grace and favour.
(19) If any member fails to pay any call, due from him on the day appointed for payment thereof,
or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the
day appointed for payment thereof to the time of actual payment at five percent per annum or at
such lower rate as shall from time to time be fixed by the Board of Directors, but nothing in this
Article shall render it obligatory for the Board of Directors to demand or recover any interest from
any such member and the Board of Directors shall be at liberty to waive payment of such interest
either wholly or in part.
(20) Amount payable at fixed times or by Instalments payable as calls.-If by the terms of the
issue of any shares or otherwise, any amount becomes payable on allotment or at any fixed date
whether on account of the nominal value of the share or by way of premium, every such amount
shall be payable on the date on which by the terms of issue such sum becomes payable as if it
were a call duly made by the Board of Directors and on which due notice had been given and in
case of non-payment of such sum, all provisions contained in the preceding article in respect of
calls shall apply to such amount herein contained in respect of calls shall relate to such amount or
instalment accordingly.
(21) Evidence in actions by company against shareholders.-Subject to the provisions of the
Act and these Articles, on the trial or hearing of any action or suit brought by the Company
against any shareholder or his representatives for the recovery of any debt or money claimed to
be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the
member is or was when the claim arose on the Register of shareholders of the Company as a
holder or one of the holders of the number of shares, in respect of which such claim is made the
resolution making the call is duly recorded in the minutes books and the notice of such call was
duly given to the member or his representatives sued in pursuance of these Articles, and the
amount claimed is not entered as paid in the books of the Company and it shall not be necessary
to prove the appointment of the Board of Directors who made such call, nor that a quorum of
Board of Directors was present at the Board at which any call was made nor that the meeting at
which any call was made was duly convened or constituted, nor any other matter whatsoever but
the proof of matters aforesaid shall be conclusive evidence of the debt.
(22) Payment of calls in advance.-The Board of Directors may, if it thinks fit, agree to receive
from any member willing to advance the same all or any part of the moneys due upon his
respective shares beyond the sums actually called up and upon the moneys so paid in advance,
or upon so much thereof from time to time and at any time thereafter as exceeds the amount of
the calls then made upon the shares in respect of which such advances have been made, the
Company may pay interest at such rate as the members paying such sum in advance and the
Board of Directors agree upon. But the moneys so paid in excess of the amount of call shall not
rank for dividends or participation in profits. The Board of Directors may at any time repay the
amount so advanced upon giving to such member three months’ notice in writing. The member
paying any such sum in advance on his shares shall not be entitled to voting rights in respect of
moneys so paid by him, until the same would but for such payment become presently payable.

Joint Holders of Shares

(23) Joint holders of shares.-Where two or more persons are registered as holders of any share
of the company, they shall be deemed to hold the said share as joint tenants with benefits of
survivorship subject to the following and other provisions contained in these Articles.
(a) Registration of shares in case of joint holding.-Shares may be registered in the name
of any person, company or other body corporate, but any shares shall not be registered in
the name of more than four persons jointly as members.
(b) Delivery of share certificate.-The certificates of shares registered in the names of two or
more persons shall be issued and delivered to the person first named on the Register of
Members.

(c) Several liabilities of joint holders.-The joint holders of a share shall be jointly and
severally liable to pay all calls in respect thereof.
(d) First-named of joint holders deemed to be sole-holders.-If any share is registered in
the names of two or more persons, the person first-named in the Register of Members
shall as regards receipt of share certificates, dividends or bonus or service of notices and
all or any other matter connected with the Company, (except voting at meetings, and the
transfer of the shares) be deemed to be the sole-holder thereof, but the joint holders of a
share shall be severally and jointly liable for the payment of all instalments and calls due
in respect of such share and for all liabilities thereof according to the Company’s
regulations.
(e) Death of one or more joint holders of shares.-If any one or more of the persons named
in the register of members as the joint holders of any share dies, the survivors shall be the
only persons recognised by the Company as having title to or interest in such share, but
the estate of a deceased joint holder will continue to remain liable for any liability on
shares held by him jointly with any other person.
(f) Votes on shares held in joint holding.-If there are two or more joint holders of any
shares, any one of such joint holders may vote at any meeting of the Company either
personally or by proxy in respect of such shares, as he were solely entitled thereto,
provided that if more than one of such joint holders of such shares be present at any
meeting either personally or by proxy, then one of the said persons to present whose
name stands higher on the Register of Members shall alone be entitled to vote in respect
of such shares, but the other or other joint holders of such shares, shall be entitled to be
present, at the meeting. The executors or administrators of a deceased member in whose
names shares stand, shall be deemed joint holders thereof for the purpose of these
articles.
(g) Service of notice or document to joint holders.-The Company may serve or give any
document or notice to the joint holders of a share, by serving or giving the document or
notice on or to the joint holder named first in the Register of Members in respect of the
share.

Forfeiture of Shares and Lien on Shares

(24) Service of notice, in case call or instalment not paid.-If any member fails to pay any call
or instalment on or before the day appointed for the payment of the same or any extension
thereof, the Board of Directors may, at any time thereafter during such time as the call or
instalment remains unpaid, serve a notice on such member requiring him to pay the same,
together with any interest that may have accrued and all expenses that may have been incurred
by ihe Company by reason of such non-payment.
(25) Form of Notice.-The notice issued under the preceding Article shall name a further day (not
being less than fourteen days from the date of the notice) and a place or places on and at which,
such call or instalment and such interest and expenses as aforesaid are to be paid by such
member. The notice shall also state that in the event of non-payment of such call or instalment
and such interest and expenses at or before the time and at the place appointed in the said
notice, the shares in respect of which such call was made or instalment and such interest and
expenses are payable will be liable to be forfeited.
(26) Forfeiture of shares in case notice not complied with.-If the member does riot pay such
call, instalment, interest and expenses in compliance of such notice, any shares in respect of
which such notice has been given, may at any time thereafter but before payment of such calls or
instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the
Board of Directors to that effect. Such forfeiture shall include all dividends declared in respect of
the forfeited shares and which have not actually paid to the member before the forfeiture of any
such share.
(27) Service of notice after forfeiture.-When any share shall have been so forfeited, notice of
the resolution of the Board of Directors shall be given to the member, in whose name it stood
immediately prior to the forfeiture and on entry of the forfeiture with the date thereof, shall
forthwith be made in the Register of Members but no forfeiture shall be invalidated in any manner

by any omission or neglect to give or non-receipt of such notice or to make such entry in the
Register of Members as aforesaid.
(28) Forfeited shares to become property of the company.-Any shares so forfeited shall be
deemed to be property of the Company and the Board of Directors may sell, re-allot or otherwise
dispose off the same in such manner as it thinks fit.
(29) Annulment of forfeiture of shares.-The Board of Directors may at any time before the sale,
re-allotment or otherwise disposal of such forfeited share, cancel the forfeiture on such conditions
as it thinks fit.
(30) Payment of arrears notwithstanding forfeiture.-Notwithstanding the forfeiture of the
shares by the Company, the member whose shares have been forfeited shall remain liable to pay
and shall forthwith pay to the Company all calls, instalments, interest and expenses, owing upon
or in respect of such shares at the time of the forfeiture together with interest thereon, from the
time of forfeiture until payment at 12 per cent per annum, and the Board of Directors may enforce
the payment of such calls, instalments, interest and expenses from such member without any
deduction or allowance for the amount by the member paid on such shares at the time of
forfeiture but shall not be under any obligation to do so. The liability of such person shall cease if
and when the Company shall have received payment in full of all such moneys in respect of the
shares.
(31) Extinction of interest, claims and demands on forfeiture.-The forfeiture of a share shall
involve the extinction of all interest in and also of all claims and demands against the Company in
respect of the share and all other rights, incidental to the share, except only such of those rights
as by these Articles are expressly saved.
(32) Evidence of forfeiture.-A duly verified declaration in writing that the declarant is a Director,
the Manager or Secretary of the Company and that certain shares in the Company have been
duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the shares. The company may receive the
consideration, if any, given for the shares on the sale or disposal thereof and may execute a
transfer of the shares in favour of the person to whom the shares have been sold or disposed off
and such person shall be registered as the holder of such shares and shall not be bound to see to
the application of the purchase money nor shall his title to such shares be affected by any
irregularity or invalidity in the proceeding in reference to such forfeiture, sale or disposal.
(33) Company’s lien on shares.-The Company shall have a first and paramount lien on every
share (not being a fully paid share) for all moneys (whether presently payable or not) called or
payable at a fixed time in respect of that share and all the shares (not being fully paid up)
registered in the name of each member (whether solely or jointly with others) and upon the
proceeds of sale thereof for moneys called or payable at a fixed time in respect of such shares
solely or jointly with any other person to the Company whether the period for the payment thereof
shall have actually arrived or not. The Company’s lien shall extend to all dividends from time to
time declared in respect of such shares. Unless otherwise provided, the registration of a transfer
of shares shall operate as a waiver of the Company’s lien, if any, on such shares.
(34) Enforcement of lien by sale.-For the purpose of enforcing such lien, the Board of Directors
may sell the shares subject thereto in such manner as it thinks fit, but no sale shall be made
unless a sum in respect of which the lien exists is presently payable or until the expiration of
fourteen days after a notice in writing, stating and demanding payment of such part of the amount
in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or the persons entitled thereto by reason of his death or insolvency
and default shall have been made by him or them in payment of moneys called in respect of such
shares for fourteen days after such notice.
(35) Application of sale proceeds of shares.-The net proceeds of sale of such shares shall be
received by the Company and applied in or towards payment of such part of the amount in
respect of which the lien exists as is presently payable and residue, if any, shall subject to a like
lien for sums not presently payable, as existed upon the shares before the sale, be paid to the
person entitled to the shares at the date of the sale.
(36) Validity of sale of forfeited shares.-To give effect to sale of the forfeited shares, the Board
of Directors may authorise some person to execute an instrument of transfer of the shares sold

and cause the purchaser’s name to be entered in the Register of Members in respect of the
shares sold and the purchaser shall not be bound to see to the regularity of the proceedings nor
to the application of the purchase money and after his name has been entered in the Register of
Members in respect of such shares, the validity of the sale shall not be impeached by any person
and such person aggrieved by the sale will have remedy in damages against the Company only.
(37) Cancellation of old certificates and issue of new certificates.-The certificate or
certificates originally issued in respect of the relative share which has been sold, re-allotted or
otherwise disposed off under the provisions of the preceding Articles, shall (unless the same shall
on demand by the Company have been previously surrendered to it by the defaulting member)
stand cancelled and become null and void and of no effect and the Board of Directors shall be
authorised to issue a new certificate or certificates in respect of the said shares to the person or
persons entitled thereto distinguishing it or them in such manner as it thinks fit from the old
certificate or certificates.

Transfer and Transmission of Shares

(38) Register of transfers.-The Company shall keep a register called the “Register of Transfers”.
The particulars of every transfer or transmission of any shares of the Company shall be fairly and
distinctly entered therein.
(39) Transfer of shares.
(a) A share may be transferred by a member or other persons entitled to transfer the same to
a nominee of the Board of Directors or any member selected by the transferor. However,
no share shall be transferred to a person (unless he is a nominee of the Board of
Directors) who is not already a member of this Company so long as any member of the
Company is willing to purchase the same at fair value.
(b) Determination of fair value of share in case of difference.-If in case any difference
arises between the proposing transferor and the purchasing members as to the fair value
of the share, the Auditor shall on application of either party certify in writing the sum which
in his opinion is the fair value, and in so certifying the fair value of the shares, the Auditor
shall be considered to be acting as an expert and not as an arbitrator and accordingly the
Arbitration Act, 1940 shall not apply.
(c) Board discretionary power to refuse transfer.-Save as aforesaid the Board may, in its
absolute and uncontrolled discretion, refuse any proposed transfer of shares without
assigning any reason.
(40) Title to shares of deceased members.-The executors, administrators or holders of a
succession certificate or the legal representatives of a deceased member (not being one or two or
more joint holders) shall be the only persons recognised by the Company as having any title to
the shares registered in the name of such member and the Company shall not be bound to
recognise such executors, administrators or holders of succession certificate or the legal
representatives unless they shall have first obtained probate or letters of Administration or
Succession Certificate or other legal representation, as the case may be, from a Court in India.
However, the Board of Directors may in its absolute discretion dispense with the production of
Probate, Letters of Administration or Succession Certificate upon such terms as to indemnify or
otherwise as the Board of Directors in its absolute discretion may think necessary and register the
name of any person who claims to be entitled to the shares standing in the name of a deceased
member as a member.
(41) Registration of persons entitled to shares otherwise than by transfer.-Subject to the
provisions of the preceding Articles, if any person becomes entitled to shares in consequence of
the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by
transfer in accordance with these Articles, he may with the consent of the Board of Directors
(which it shall not be under any obligation to give) upon producing such evidence that he sustains
the character in respect of which he purports to act under these Articles or of his title as the Board
of Directors thinks sufficient either get registered himself as the holder of the shares or elect to
have some person nominated by him and approved by the Board of Directors registered as such
holder; provided nevertheless that if such person shall elect to have his nominee registered, he
shall testify the election by executing in favour of his nominee an instrument of transfer in
accordance with the provisions herein contained and until he executes transfer deed and the
nominee is registered as a member in the Register of Members, he shall continue to be liable in
respect of the shares.

(42) Claimant to be entitled to same advantage.-The person becoming entitled to a share by
reason of the death or insolvency of the holder shall be entitled to the same dividends and other
advantages to which he would be entitled as if he were registered holder of the share, except that
he shall not, before being registered as a member in respect of the share, be entitled in respect of
it, to exercise any right conferred by membership in relation to the meeting of the Company
provided that the Board of Directors may at any time give notice requiring any such person to
elect either to be registered himself or to transfer shares and if notice is not complied with within
ninety days, the Board of Directors may thereafter withhold payment of all dividends, bonuses or
other moneys payable in respect of the share, until the requirements of the notice have been
complied with.
(43) Instrument of transfer to remain with the company.-Every instrument of transfer which is
registered by the Company shall remain in the custody of the Company, until destroyed by order
of the Board of Directors.
(44) Fee for registration of probate, letter of administration, etc.-The Company shall be
entitled to charge a fee not exceeding two rupees on the registration of every probate, letter of
administration, certificate of death or marriage, power of attorney or other instrument.
(45) Fee for registration on transfer of shares.-For every transfer or transmission of share,
there shall be paid to the Company the sum of Rs. 2 or such smaller sum as the Board of
Directors may determine. The Board of Directors may in a particular case or generally waive the
charging of such fees.
(46) Company not liable for disregard of notice in prohibiting registration of transfer.-The
Company shall not be liable in consequence of its registering or giving effect to any transfer of
shares made or purporting to be made by any apparent legal owner thereof (as shown or
appearing in the register of members) to the prejudice of persons having or claiming any
equitable right, title or interest to or in the said shares notwithstanding that the Company may
have had notice of such equitable right, title or interest to notice prohibiting registration.

Borrowing Powers of the Company

(47) Power of Directors to borrow from members or accept deposits from any person.-
Subject to the provisions of sections 292 and 293 of the Act, and of these Articles, the Board of
Directors may, from time to time at its discretion, by a resolution passed at a meeting of the
Board, accept deposits from members either in advance of calls or otherwise and accept deposits
from any person and generally raise or borrow or secure the payment of any sum or sums of
money for purposes of the Company.
(48) Securing the payment or repayment of moneys borrowed.-The Board of Directors may
secure the payment or repayment of the moneys borrowed as aforesaid in such manner and upon
such terms and conditions in all respects as it thinks fit and in particular by a resolution passed at

a meeting of the Board (and not by circular resolution) by the issue of debentures, debenture-
stock or bonds of the Company having charge upon all or any part of the property of the

Company (both present and future) including its uncalled capital for the time being and
debentures, debenture-stock or bonds issued by the Company may be made assignable free
from any equities between the Company and the person to whom the same may be issued.
(49) Terms of issue of debentures.-Subject to the provisions of the Act, any debentures,
debenture-stock, bonds or other securities may be issued at a discount, premium or otherwise on
condition that they shall be convertible into shares of any denomination and with any privilege or
conditions as to redemption, surrender, drawing, allotment of shares and attending (but not
voting) at General Meetings, appointment of Directors and otherwise. No debenture having the
right of conversion into or allotment of shares shall be issued without the consent of the Company
in General Meeting.
(50) Assignment of uncalled capital.-If any uncalled capital of the Company is charged by any
mortgage or other securities, the Board of Directors may, subject to the provisions of the Act and
these presents, make calls on the members in respect of such uncalled capital in trust for the
person or persons in whose favour such mortgage or security is executed.

(51) Registration of mortgages, etc.-The Company shall cause a register of all mortgages,
debentures and charges specifically affecting the property of the Company and register and index
of debenture holders and comply with all the provisions of the Act in respect of the mortgages or
charges created by the Company, the registration thereof.
(52) Company to indemnify directors.-If the Board of Directors or any of them or any
other person shall become personally liable for the payment of any sum due from the
Company, the Company may indemnify the Directors or other person from any such
liability and for that purpose may execute or caused to be executed any Deed of
Indemnity in favour of the Directors or persons against any loss in respect of such liability.

Reserve and Depreciation Funds

(53) Reserve fund.-The Board of Directors may from time to time before recommending any
dividend set apart any and such portion of the profits of the Company as it thinks fit as a Reserve
Fund to meet contingencies or for the liquidation of any debentures, debts or other liabilities of the
Company, or for repairing, improving, reconstructing and maintaining any of the properties of the
Company and for such other purposes of the Company as the Board of Directors in its absolute
discretion thinks conducive to the interest of the Company and may invest such sums to set apart
upon such investments (other than shares of the Company) as it may think fit, and from time to
time deal with and vary such investments and dispose off all or any part thereof for the benefit of
the Company. The Board of Directors will be authorised to divide the Reserve Fund into such
special funds as it thinks fit and it shall also be authorised to employ the Reserve Funds or any
part thereof in the business of the Company and that without being bound to keep the same
separate from the other assets and without being bound to pay interest on the same with power,
however, to the Board of Directors in its discretion to pay or allow to the credit of such funds
interest at such rate as the Board of Directors may think proper.
(54) Depreciation fund.-The Board of Directors may, before recommending any dividend at its
discretion set apart any such portion of the profits of the Company, as it thinks fit, as a
depreciation fund applicable for providing against any depreciation in the investments of the
Company or for reconstructing, replacing or for altering the buildings or any part of the buildings,
works, plants, machineries or other properties of the Company, destroyed or damaged by fire,
flood, storm, tempest, earthquake, accident, riot, wear and tear or any other means whatsoever
and for repairing, altering, maintaining and keeping in good and tenable condition the properties
of the Company or for extending and enlarging the buildings, machineries and properties of the
Company with full power to employ the moneys or assets constituting such depreciation fund in
the business of the Company and that without being bound to keep the same separate from the
other assets and without paying interest on the same.
(55) Investment of moneys.-All the moneys transferred to any reserve fund and depreciation
fund shall nevertheless remain and be profits of the Company and subject to making due
provisions for actual loss or depreciation shall be available for the payment of dividend. Such
moneys and all the other moneys of the Company not immediately required in any manner may
be invested by the Board of Directors in or upon such investments or including shares,
debentures, commercial papers, short-term money market and inter-bank call money market and
securities of every description as it may select or may be used as working capital or may be kept
at any bank on deposit or otherwise as the Board of Directors may from time to time think proper.

General Meetings

(56) Holding of general meetings.-The Company shall hold general meetings of the Company
at such intervals as are specified in section 166(l) of the Act and subject to the provisions of
section 166(2) of the Act and at such times and places as may be determined by the Board of
Directors.
(57) Extraordinary General Meeting.-All other general meetings of the Company other than
those referred to in the preceding Article, shall be called Extraordinary General Meetings.
(58) When extraordinary meeting to be called.-The Board of Directors may, whenever
it thinks fit and it shall, on the requisition of the holders of not less than one tenth of the
paid up capital of the Company as at the date carried the right of voting in regard to the
matter in respect of which the requisition is made, forthwith proceed to convene an

extraordinary General Meeting of the Company and in the case of such requisition the
provisions of section 169 of the Act shall apply.
(59) Notice of meeting.-The Company shall give not less than twenty days notice in writing of
every General, Annual or Extraordinary meetings specifying the day, place and hour of meeting
and the statement of business to be transacted thereat to such persons as are under these
Articles or the Act entitled to receive notice from the Company provided that the Company can
call a meeting by a shorter notice, in the case of an annual general meeting with consent in
writing of all the members entitled to vote thereat and in the case of any other meeting with
consent of the members holding not less than 95 per cent (95%) of such part of the paid up
capital of the company as gives a right to vote at the meeting.
(60) Accidental omission to give notice of meeting.-The accidental omission to give any such
notice to or the non-receipt of notice by any member or other persons entitled to receive the same
shall not invalidate the proceedings at any such meeting.
(61) Quorum of general meeting.-Two members personally present shall be a quorum for a
General Meeting. A body corporate being a member shall be deemed to be personally present, if
it is represented, in accordance with the provisions of section 187 of the Act. The President of
India or the Governor of a State shall be deemed to be personally present, if he is represented in
accordance with the provisions of section 187A of the Act.
(62) Meeting to stand dissolved In case quorum not present.-If within half an hour from the
time appointed for holding a meeting of the Company, a quorum shall not be present, the
meeting, if convened by or upon the requisition of members shall stand dissolved but in any other
case the meeting shall stand adjourned to the same day in the next succeeding week, which is
not a public holiday, at the same time and place or to such other day and at such other time and
place as the Board of Directors may determine and if at such adjourned meeting also, a quorum
is not present from the time appointed for holding the meeting, the members present shall be a
quorum and may transact the business for which the meeting was called.
(63) Chairman of General Meeting.-The Chairman of the Board of Directors shall be entitled to
take the chair at every General Meeting, whether annual or extraordinary. If at any meeting he
shall not be present, the members present shall elect another Director as Chairman and if no
Director be present or if all the Directors present in the meeting decline to take the chair, then the
members present shall elect one of their members to be Chairman.
(64) No business to be transacted, If the chair vacant.-No business shall be transacted at any
General Meeting except election of a Chairman, whilst the chair is vacant.
(65) Adjournment of meeting by chairman with consent.-The Chairman, with the consent of
any meeting at which, quorum is present and shall if so directed by the meeting adjourn any
meeting from time to time and from place to place. No business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from which the
adjournment took place. When a meeting is adjourned for thirty days or more, notices of the
adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall
not be necessary to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
(66) Decision of questions at general meeting.-At any General Meeting, a resolution
put to the vote of the Meeting shall be decided on a show of hands, unless a poll is
(before or on the declaration of the result of the show of hands) ordered by the Chairman
or demanded by any member(s) having right to vote on the resolution and present in
person in terms of section 179 of the Act. Unless a poll is so demanded, a declaration by
the Chairman that a resolution has, on show of hands, been carried or has not carried or
carried unanimously or by a particular majority and an entry to that effect in the minutes
book of the Company shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes cast in favour of or against such resolution.
(67) Casting vote of Chairman.-In the case of an equality of votes, whether on a show of hands
or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the
poll is demanded, shall be entitled to a second or casting vote.

(68) Poll to be taken If demanded.-If poll is demanded as aforesaid the same shall subject to
the provisions of Article 73, be taken at such time (not later than forty-eight hours from the time
when the demand was made) and place and either by open voting or by ballot as the Chairman
shall direct and either at once or after an interval or adjournment or otherwise and the result of the
poll shall be deemtd to be the resolution of the meeting at which the poll was demanded. The
demand for a poll may be withdrawn at any time by the person or the persons who made the
demand.
(69) Appointment of scrutineers at the poll.-Where a poll is to be taken, the Chairman of the
meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report
thereon to him. One of the scrutineers so appointed shall always be a member (not being an
officer or employee of the Company) present at the meeting, provided such a member is available
and willing to be appointed. The Chairman shall have power at any time before the result of the
poll is declared to remove a scrutineer from office and to fill vacancies in the office of scrutineer
arising from such removal or from any other cause.
(70) Proceeding of business notwithstanding demand of poll.-The demand for a poll shall not
prevent the continuance of a meeting for the transaction of any business, other than the
transaction on which the poll has been demanded.
Votes of Members

(71) Members In arrears not to vote at meetings.-No member shall be entitled to vote either
personally or by proxy for another member at any General Meeting or meeting of a class of
shareholders either upon a show of hands or upon poll in respect of any shares registered in his
name on which any calls or other sums present payable by him have npt been paid or in regard to
which the Company has and has exercised any right of lien.
(72) Voting rights of members.-On a show of hands, every member present in person or by
proxy shall have one vote and on a poll, the voting rights of members, whether present in person
or by proxy, shall be in proportion to his shares in the paid up equity capital of the Company.
(73) Voting in case of joint holders.-In the case of joint holders, the vote of senior who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders. For this purpose, seniority shall be determined by the order in which the names
stand in the Register of Members.
(74) Casting of votes by a member entitled to more than one vote.-On a poll taken at a
meeting of the Company, a member entitled to more than one vote, or his proxy, or other person
entitled to vote for him, as the case may be, need not, use all his votes or cast in the same way all
the votes he uses.
(75) Voting by unsound, minor, lunatic member.-A member of unsound mind, or in respect of
whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a
show of hands or on a poll by his Committee or other legal guardian and any such Committee or
guardian may on a poll, vote by proxy. If any member be a minor, the vote in respect of his share
shall be tendered by his guardian or any one of his guardians, if there are more than one.
(76) (1) Voting in person or by proxy.-Subject to the provisions of these Articles, the votes in
any meeting may be given either personally or by proxy. A corporation being a member of the
Company may vote by representative duly authorised in accordance with the provisions of section
187 of the Act, and such representative shall be entitled to speak, demand a poll, vote, appoint a
proxy and in all respects exercise the rights of a member and shall be reckoned as a member for
all purposes.
(2) Appointment of proxy.-Every proxy (whether a member or not) shall be appointed in writing
under the hand of appointer or his attorney duly authorised in writing, or if such appointer is a
corporation, under the common seal of such corporation, or the hand of its officer or an attorney,
duly authorised by it or in case of member being of unsound mind or a minor, by any Committee
or guardian. The proxy so appointed shall not have any right to speak at the meeting.
(3) Deposit of instrument of appointment of proxy.-The instrument appointing a proxy and the
power of attorney or other authority (if any) under which it is signed or a notarially certified copy of

that power or authority, shall be deposited at the office of the Company not less than forty-eight
hours before the time for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to vote, or in case of a poll, not less than twenty-four hours before the
time appointed for the taking of the poll, and in default the instruments of proxy shall not be
treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve
months from the date of its execution.
(4) Form of proxy.-Every instrument appointing a proxy whether for a specified meeting or
otherwise shall, as nearly as circumstances will admit, be in any of the forms set out in Schedule
IX of the Act.
(5) Vote given in proxy valid notwithstanding death or insanity of member.-A vote given in
accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous
death or insanity of the principal or revocation of the proxy or of any power of attorney or authority
under which such proxy was executed or the transfer of the shares in respect of which the vote is
given provided that no intimation in writing of the death, insanity, revocation or transfer shall have
been received at the office before the commencement of the meeting or adjourned meeting at
which proxy is used.
(77) (1) Time for objections to votes.-No objection shall be raised to the validity of any vote,
except at the meeting or adjourned poll at which vote objected to is given or tendered, and every
vote, whether given personally or by proxy not disallowed at such meeting or poll, shall be valid
for all purposes of such meeting or poll whatsoever.
(2) Decision regarding validity of any vote.-The Chairman of any meeting shall be the sole
judge to decide as to the validity of every vote tendered at such meeting. The Chairman present
at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.
The decision of the Chairman at such meeting or poll shall be final and conclusive.
(78) Keeping of minutes of general meetings.-Subject to the provisions of section 193
of the Act, the company shall cause to be kept minutes of all proceedings of general
meetings, which shall contain a fair and correct summary of the proceedings thereat and
a book containing such minutes shall be kept at the registered office of the Company and
shall be open during business hours to the inspection of any member without charge, for
such periods not being less in the aggregate than two hours in each day as the Board of
Directors may determine. The minutes aforesaid shall be kept by making within thirty
days of the conclusion of every such meeting concerned entries thereof in the said book
which shall have its pages consecutively numbered. Each page of every such book shall
be initialled or signed and the last page of the record of proceedings of each meeting in
such book shall be dated and signed by the Chairman of the same meeting within the
aforesaid period of thirty days or in the event of the death or inability of the Chairman to
sign as aforesaid within that period, by a Director duly authorised by the Board of
Directors for the purpose. In no case the minutes of proceedings of a meeting shall be
attached to any such book by pasting or otherwise.
Board of Directors

(79) Number of Directors.-Until otherwise decided by a General Meeting, the number of the
Directors shall not be less than three or more than twelve.
(80) Permanent Directors.-The following shall be the permanent Directors of the Company:
(i) Shri X
(ii) Shri Y
(iii) Smt. S
(81) Appointment of Directors.-The other Directors shall be appointed by the Company in
General Meeting of the Company for such period and on such terms as it deems fit.
(82) Board of Directors may fill up vacancies.-The Board of Directors shall have the power at
any time and from time to time to appoint any person to be a Director to fill a casual vacancy.
Such casual vacancy shall be filled by the Board of Directors at the meeting of the Board. Any

person so appointed shall hold office duly upto the date upto which the Director in whose place he
is appointed would have held office, if it had not been vacated aforesaid, but he shall be eligible
for re-election on vacating his office.
(83) No share qualification.-No share qualification shall be necessary for being appointed as or
holding the office of a Director in the Company.
(84) Payment of travelling and other expenses to directors.-Subject to the provisions of the
Act, the Board of Directors may allow and pay such sum as the Board of Directors may consider
fair compensation for travelling and other expenses, in addition to fees, if any, for attending such
meeting to any Director, who is not resident of the place where the office for the time being of the
Company is situated or where the meeting of the Board of Directors is held and who shall come to
such place for the purpose of attending a meeting of the Board or a Committee thereof.
(85) Vacation of office of Director.-A Director shall vacate his office on the happening of any of
the event provided in section 283 of the Act.
(86) Conditions under which Directors may contract with company.-Subject to the provisions
of section 297 of the Act, a Director shall be authorised to contract with the Company either as
vendor, purchaser or otherwise for goods, materials or services. Any contract or arrangement
entered into by or on behalf of the Company with a relative of such Director or a firm in which
such Director or relative is a partner or with any other partner in such firm or with a private
company of which such Director is a member or Director be valid and any such Director by so
contracting or being such member or so interested be liable to account to the Company for any
profit realised by any such contract or arrangement by reason of such Director holding office or of
the fiduciary relation thereby established.
(87) Disclosure of interest by Director.-Every Director who is in any way, whether directly or
indirectly, concerned or interested in a contract or arrangement entered, into or to be entered into,
by or on behalf of the Company shall disclose the nature of his concern or interest at a meeting of
the Board of Directors as required by section 299 of the Act. A general notice, renewable in last
month of each financial year of the Company as provided for in section 299(2)(b) of the Act, that
Director is a Director or a member of any specified body corporate or is a member of any
specified firm and is to be regarded as concerned or interested in any subsequent contract or
arrangement which may after the date of notice be entered into with that body corporate or firm
shall be sufficient disclosure of concern or interest in relation to any contract or arrangement with
such body corporate or the firm provided that such general notice is given at a meeting of the
Board of Directors or the Director concerned takes reasonable steps to secure that it is brought
up and read at the first meeting of the Board after it is given provided that this Article will not apply
to any contract or arrangement entered into or to be entered into between the Company and other
Company whereby one of the Directors of the Company or two or more of them together holds or
hold not more than two per cent of the paid up share capital in the other Company.
(88) Interested Director not to participate or vote in the proceedings of the Board.-Subject
to the provisions of section 300 of the Act, no Director shall, as a Director take part in the
discussions of, or vote on any contract or arrangement entered into, or to be entered into by or on
behalf of the Company if he is in any way, whether directly or indirectly concerned or interested
nor shall his presence count for the purpose of forming a quorum at the time of such discussion or
vote. This prohibition shall not apply of forming a quorum to the exceptions provided for in section
300 of the Act.
(89) Rights of Directors.-Subject to the provisions of Articles, all the Directors of the Company
shall have equal rights and privileges in all matters and be subject to equal obligations and duties
in respect of the affairs of the Company.

Proceedings of Board of Directors

(90)(1)Meeting of directors-Subject to the provisions of section 285 of the Act, the Board of
directors may meet for the dispatch of business , adjourn and otherwise regulate its meeting as it
thinks fit.
(2) Quorum for a Board meeting.-Subject to section 287 of the Act, the quorum for a meeting of

the Board of Directors shall be one-third of its total strength (any fraction contained in that one-
third being rounded off as one), or two Directors, whichever is higher, provided that where at any

time the number of interested Directors exceeds or is equal to two-thirds of the total strength, the
number of the remaining Directors, that is to say, the number of Directors who are not interested,
present at the meeting being not less than two shall be the quorum during such time.
(91) Adjournment of meeting for want of quorum.-If a meeting of the Board of Directors could
not be held for want of quorum, then the meeting shall stand adjourned to such other time, date
and place as may be fixed by the Directors present not being later than fifteen days from the date
originally fixed for the meeting.
(92) Convening of the meeting.-The Chairman of the Board of Directors on his own motion or
the Secretary of the Company, if any shall upon the request in writing of two Directors of the
Company or if directed by the Chairman, convene a meeting of the Board of Directors by giving a
notice, in writing to every Director for the time being in India and at his usual address in India to
every other Director.
(93) Chairman.-The Board of Directors may elect a Chairman of its meetings and he shall hold
office until he vacates his office under the provisions of these Articles. In case, the Chairman is
absent at a meeting of the Board, within fifteen minutes after the time appointed for holding the
meeting, the Directors present may choose one of their members to be the Chairman of the
meeting of the Board.
(94) Decisions of questions at Board Meetings.-The questions arising at any meeting of the
Board of Directors shall be decided by a majority of votes and in case of equality of votes, the
Chairman of the meeting shall have a second or casting vote.
(95) Power of Board Meeting.-A meeting of the Board of Directors for the time being at which
quorum is present shall be competent to exercise all or any of the powers and discretions which
by or under the Act or these Articles are vested in or exercisable by the Board.
(96) Appointment of Committee of Directors and its powers.-Subject to the provisions of the
Act, the Board of Directors may delegate any of its powers to a Committee of Directors consisting
of such Director or Directors. Any Committee so formed shall, in the exercise of the powers so
delegated conform to any regulations that may be imposed on it by the Board.
(97) Meeting of Committee how to be governed.-The meetings and proceedings of any such
Committee of the Board of Directors consisting of two or more Directors shall be governed by the
provisions herein contained for regulating the meetings and proceeding of the Directors, so far as
the same are applicable thereto and are not superseded by any regulations made by the
Directors under the last preceding Article.
(98) Resolution when deemed to have been duly passed.-A resolution shall be deemed to
have been duly passed by the Board of Directors or by a Committee thereof by circulation, if the
resolution has been circulated in draft, together with the necessary papers, if any to all the
Directors or to all the members of the Committee, then in India (not being less in number than the
quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other
Directors or members of the Committee at their usual address in India and has been approved by
such of the Directors or members of the Committee as are then in India, or by a majority of such
of them, as are entitled to vote on the resolution.
(99) Acts of Board of Directors or committees valid, notwithstanding invalid appointment.-
All acts done by any meeting of the Board of Directors or by a Committee thereof or by any
person acting as a Director shall, notwithstanding that it may afterwards be discovered that there
was some defect in the appointment of such Director or persons acting as aforesaid or that they
or any of them were disqualified or had vacated office or that the appointment of any of them had
been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid as
if every such Director or person had been duly appointed and was qualified to be a Director and
had not vacated his office or his appointment had been terminated provided that nothing in this
Article shall be deemed to give validity to acts done by a Director after his appointment has been
shown to the Company to be invalid or to have terminated.
(100) Minutes of proceeding of meetings of Board of Directors or Committee-The Company
shall cause minutes of all proceedings of every meeting of its Board of Directors or of every
Committee of the Board of Directors to be kept by duly entering in a book or books provided for
the purpose. The minutes shall contain –

(i) the names of the Directors present at such meetings of the Board of Directors, and
of any Committee of the Board;
(ii) all orders made by the Board and Committees of the Board of Directors;
(iii) all appointments of officers made at the meeting;
(iv) all resolutions and proceedings of the meetings of the Board of Directors and
Committees of the Board of Directors; and

in the case of each resolution passed at a meeting of the Board of Directors, or Committees of the
Board of Directors, the names of those Directors, if any, dissenting from or not concurring in the
resolution. Every such book shall be maintained and the minutes entered therein signed in the
manner laid down by section 193 of the Act and the minutes so entered and signed shall be
evidence of the proceedings recorded therein.

Powers to the Board of Directors

(101) Powers of the Board of Directors.-Subject to the provisions of the Act, the control of the
Company shall be vested in the Board of Directors who shall be entitled to exercise all such
powers and to do all such acts and things, as the Company is authorised to exercise and do
provided that the Board of Directors shall not exercise any power or do any act or thing which is
directed or required, whether by the Act or in other statute or by the Memorandum of the
Company or by these Articles or otherwise, to be exercised or done by the Company in general
meeting provided further that in exercising any such power or doing any such act or thing, the
Board of Directors shall be subject to the provisions contained in that behalf in the Act or in any
other Act or in the Memorandum of the Company or these Articles or any regulations not
inconsistent therewith and duly made thereunder including regulations made by the Company in
general meeting. No regulation made by the Company in general meeting shall invalidate any
prior act of the Board of Directors which would have been valid if that regulation had not been
made.
(102) Further powers of Board of Director.-Without prejudice to the general powers conferred
by the last preceding Article, it is hereby declared that the Board of Directors shall have the
following powers, viz.:
(1) To pay preliminary expenses.-To pay the costs, charges and expenses, preliminary and
incidental to the promotion, formation, establishment and registration of the company and the
issue of its capital including underwriting or other commission, broker’s fees, commission, fees for
services rendered and charged in connection therewith and to reimburse any person or firm or
company who has incurred any or all the above.
(2) To acquire properties, rights or privileges.-Subject to sections 292 and 297 of the Act, to
purchase, take on lease or licence or in exchange, hire or otherwise acquire for the Company any
property, rights or privileges which the Company is authorised to acquire at or for such price or
consideration and on such terms and conditions as they may think fit and in case of purchase or
other acquisition, to accept such title as the Directors may believe or may be advised to be clear,
marketable and free from encumbrances.
(3) To pay for the property, rights or privileges.-Subject to the provisions of the Act, to pay for
any property, rights or privileges acquired by or services rendered to the Company either wholly
or partly in cash or in shares, bonds, debentures, mortgages, or other securities of the Company
and any such shares may be issued either as fully paid up or with such amount credited as paid
up thereon, as may be agreed upon between the Company and the Vendor of such property,
rights, privileges or person rendering services and any such bonds, debentures, mortgages, or
other securities may be either specifically charged upon all or any part of the property of the
Company and its uncalled capital or not so charged.
(4) To secure fulfilment of contract.-To secure the fulfilment of the contract or engagements
entered into by the Company by mortgage or charge the property, assets and rights (both present
and future) including the uncalled capital of the Company for the time being and to guarantee the
performance by the Company or in such manner as they may think fit.
(5) To appoint any person to accept and hold in trust Company properties, etc.-To appoint
any person to accept and hold in trust for the Company any properties, assets and rights
belonging to the Company or in which it is interested or for any other purpose and to execute and

do all such acts, deeds and things as may be required in relation to any such trust and to pay the
remuneration to such trustee or trustees.
(6) To Institute, defend suit or proceedings.-To institute, conduct, defend, compound,
prosecute or abandon, any legal proceedings by or against the Company or its officers or
otherwise relating to the affairs of the Company and also to give time for payment or satisfaction
of any debts due and of any claims or demands by or against the Company and to refer any
differences or disputes to arbitration either according to Indian law or according to any foreign law
and either in India or abroad, and observe, perform or challenge any award made thereof and to
do all such acts, deeds and things as may be required in relation thereto.
(7) To give receipts, releases and other discharges.-To issue and give receipts, releases and
other discharges for moneys payable to the Company and for the claims and demands of the
Company.
(8) To invest the money, not Immediately required.-Subject to the provisions of sections 292,
295, 370 and 372 of the Act, to invest and deal with any moneys of the Company, not immediately
required for the purposes of the Company in deposits, units, government securities, including
shares, bonds, debentures, short-term market instruments and securities of every description (not
being shares of the Company), and in such manner as they may think fit and from time to time
sell, vary or realise such investments and to execute all assignments, transfers, receipts and
documents that may be necessary in that behalf. Save as provided in section 49 of the Act, all
investments shall be made and held in the Company’s own name.
(9) To give indemnities and guarantees.-Subject to the provisions of the Act, to give in the
name and on behalf of the Company such indemnities and guarantees as may be necessary.
(10) To draw, accept, endorse negotiable Instruments.-To draw, make, accept, endorse,
purchase, sell, discount, rediscount, negotiate, execute and issue bills of exchange, promissory
notes, debentures or other negotiable or transferable or other instruments or securities on behalf
of the Company.
(11) To determine the person authorised to sign.-To determine the person or persons who
shall be authorised to sign, on the Company’s behalf, bills, promissory notes, receipts,
acceptances, endorsements, cheques, dividend warrants, release, contracts and documents from
time to time and to authorise them for such purposes.
(12) To distribute profits by way of bonus.-To distribute the profits of the Company by way of
bonus amongst the staff of the Company and to give to the agents, officers, executives or other
persons employed by the Company a commission on the profits of any particular business or
transaction.
(13) To establish and maintain provident fund, contributory pension fund.-To establish and
maintain any provident fund or any contributory pension fund and to contribute to any such fund
and to provide for the welfare of Directors or ex-Directors or employees or ex-employees of the
Company and the wives, widows and families or the dependants of such persons by building or
contributing to the building of houses, dwelling or chawls or by grants of money, pension,
gratuities, allowances, bonus or other payments or by creating and by providing, subscribing or

contributing towards places of interests and recreation, hospitals and dispensaries, medical and-
other attendance and other assistance, to make payments to or towards the insurance of such

persons as aforesaid, to subscribe or contribute or otherwise to assist or to guarantee moneys to
charitable, benevolent, religious, scientific, national or other institutions, bodies and objects which
shall have any moral or other claim to support or aid by the Company, either by reason of locality
of operation or of public and general utility or otherwise; and to do any of the matters aforesaid
either alone or in conjunction with any such other Company or institution aforesaid.
(14) To appoint managers, officers, etc.-To appoint and at their discretion, remove or suspend
managers, secretaries, scientists, technicians, engineers, consultants, assistants, supervisors,
legal, medical or economic advisors, computer consultants, research workers, clerks, agents and
servants permanently or on a temporary basis as they may from time to time think fit and to fix
their remuneration, salaries, commissions, emoluments and to determine their powers and duties
and to require security from such executives, officers, employees of such amount as they may
think fit.

(15) To register the company.-To register the Company with any government, authority, local or
statutory, which is necessary for carrying on the business of the Company and to obtain licences,
permits, quotas, permissions, no objections from such government, authority, local or statutory or
any other body for the carrying of the business of the Company and to comply with the
requirements of the laws, which shall be necessary or expedient to comply with, in the interest of
the Company.
(16) To purchase or otherwise acquire properties.-To purchase, take on hire, lease or

otherwise acquire any lands, buildings, flats, apartments, machineries, computers, air-
conditioners, equipments, premises, hereditaments, property, assets, rights, credits, business and

goodwill of any Company carrying on the similar business, which the Company is authorised to
carry on in India or any part of the world.
(17) To pay rents for properties of company.-To pay rents for the properties, immovable or
movable acquired on lease, hire, leave and licence and to undertake the performance of
covenants, conditions and agreements contained in or reserved by lease, agreement of hire or
leave and licence agreement that may be granted or assigned or otherwise acquired by the
Company and to purchase the reversion or reversions and to acquire the fee of all or any of the
lands of the Company for the time being held under lease or an estate less than freehold estate.
(18) To make arrangements for managing affairs.-To make arrangements for managing any of
the affairs of the Company in any specified locality in India or abroad, open branches, offices or
agency offices in various cities and towns in India or abroad and to appoint any person or persons
to be incharge of such branches, offices or agency offices.
(19) To insure the company properties.-To insure and keep insured against loss, damage, by
fire or otherwise for such period and to such extent as they think proper, all or any part of the
buildings, machineries, computers, air conditioners, equipments, goods, stores, products and
other assets and movable and immovable properties of the Company either separately or jointly
and also to insure all or any portion of the goods or products and other articles in transit, kept and
consigned by the Company.
(20) To appoint person, attorney, etc.-To appoint any person or persons to be the attorney or
attorneys of the Company under the seal of the Company, for such purposes and with such
powers, authorities and discretions, subject to the provisions of the Act of these presents, for such
period and subject to such conditions as they may from time to time think fit and such power of
attorneys may contain such limitations and restrictions, which may be necessary to protect the
persons dealing with such attorneys as the Board of Directors may think fit and may contain
powers enabling any such attorney to subdelegate all or any of the powers, authorities and
discretions for the time being vested in them in favour of other person or persons.
(21) To enter into Contracts.-Subject to the provisions of sections 294, 297 and 300 of. the Act,
negotiate, enter into contracts and rescind and vary all such contracts for the purposes of the
Company and execute and do all such acts, deeds and things in the name and on behalf of the
Company as they may consider expedient.
(22) To sell, lease or dispose of company properties.-Subject to the provisions of section 293
of the Act to sell, lease or otherwise dispose of any of the properties or undertakings of the
Company.
(103) Executive Committee.-(l) An Executive Committee shall be constituted of the Directors
comprising
(i) Two Directors to be nominated by the Chairman; and
(ii) The Managing Director;
(2) Such Executive Committee shall be authorised to borrow at their discretion and from time to
time any sum or sums of moneys for the purpose of the Company and to look after day-to-day
affairs of the Company and to exercise all such powers as may be delegated to it by the Board of
Directors.

Managing Director

(104) Appointment.-The Board of Directors may from time to time appoint Managing Director of
the Company for such period as it shall think fit, such Managing Director can be removed from his
office by the Board of Directors (subject to the provisions of any agreement between such
Director and the Company).
(105) Remuneration of Managing Director.-The Managing Director shall receive such
remuneration and be subject to such terms and conditions of service as may from time to time be
determined by the Board of Directors.
(106) Powers of Managing Director.-Subject to the provisions of the Act, the Board of Directors
may from time to time delegate and confer upon the Managing Director for the time being such of
the powers exercisable under these presents by the Board of Directors as they may think fit and
may confer such powers for the time and to be exercised for such objects and purposes and upon
such terms and conditions and with such restrictions as they think fit; and such powers can be
conferred, either collaterally with, or to the exclusion of, and in substitution for all or any of the
powers of the Board of Directors in that behalf and may from time to time be revoked, withdrawn,
altered or varied.

Seal

(107) Seal, its custody and use.-The Board of Directors shall provide a Common Seal for’the
purpose of the Company and shall have powers from time to time to destroy the same and
substitute a new seal in lieu thereof and the Board of Directors shall provide for the safe custody
of the seal for the time being. The seal shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors or of a Committee of the Board authorised by it
in that behalf and except in the presence of at least two Directors, who shall also sign every
instrument to which the seal of the Company is so affixed in their presence.
The Company shall also be at liberty to have an official seal in accordance with section 50 of the
Act for use in any territory, district or place outside India.
Dividends and Reserve

(108) Division of Profits.-Subject to the rights of members entitled to shares (if any) with
preferential or special rights attached thereto, the Company may determine to divide the profits of
the Company for any year or any other period as dividend on the equity shares of the Company. A
partly paid up share shall only be entitled to a dividend in proportion to the amount paid up such
share with that of a fully paid up share. In case any shareholder has paid up any capital in
advance of calls upon the footing that the same shall carry interest, such capital shall not whilst
carrying right to get interest, confer a right to participate in profits.
(109) Declaration of Dividend.-The Company in General Meeting may declare dividend to be
paid to the members according to their rights and interest in the profits and may fix the time for
payment.
(110) Dividend cannot be declared more than recommended by Board of Directors.-The
Company cannot declare dividend exceeding the amount recommended by the Board of
Directors, but the Company in general meeting may declare a smaller dividend.
(111) Dividends payable out of profits.-No dividend shall be payable for any financial year
except out of the profits of the Company for that year or out of the profits of the Company for any
previous financial year or years and no dividend shall carry interest as against the company.
(112) Ascertainment of amount available for dividend.-Where any assets, business or
property is purchased by the Company, as from a past date upon the terms that the Company
shall as from that date take the profits and bear the losses thereof, such profits and losses as the
case may be shall, at the discretion of the Board of Directors, be so credited or debited wholly or
in part to the profit and loss account and in that case the amounts so credited or debited shall for
the purpose of ascertaining the fund available for dividend be treated as a profit or loss arising
from the business of the Company and available for dividend accordingly. If any shares or
securities are purchased with dividend or interest, such dividend or interest when paid may at the
discretion of the Directors be treated as revenue and it shall not be obligatory to capitalise the
same or any part thereof.

(113) Amount of net profits declared by Board of Directors conclusive.-The declaration of
the amount of the net profits of the Company available for dividend by the Board of Directors shall
be conclusive.
(114) Interim Dividend.-The Board of Directors may from time to time pay to the members such
interim dividends as appear to it to be justified by the profits of the Company.
(115) Deduction of amount from dividend.-The Board of Directors may deduct from any
dividend payable to any member all sums of money, if any presently payable by him to the
Company on account of calls or on debts, liabilities or engagements in relation to the shares of
the Company.
(116) Dividend and call together.-Any General Meeting declaring a dividend may make a call on
the members of such amount as the meeting fixes, but such call on each member shall not
exceed the dividend payable to him and the call be made payable at the same time as the
dividend and the dividend may, if so arranged between the Company and the members, be set off
against the call.
(117) Dividend payable to registered holder.-The dividend shall be paid by the Company to the
registered holder of the share or to his order or to his bankers. If any instrument of transfer of
shares had been delivered to the Company for registration and if the transfer of such shares has
not been registered by the Company, the dividend in relation to such shares will be transferred to
the special account, unless the Company is authorised by the registered holder of such share in
writing to pay such dividend to the transferee specified in such instrument of transfer.
(118) No member to receive dividend whilst indebted to the company.-No member shall be
entitled to receive payment of dividend in respect of his shares, whilst any money may be due or
owing from him to the Company in respect of such share or shares or otherwise howsoever,
either alone or jointly with any other person or persons and the Board of Directors may deduct all
sums of money so due from him to the Company from the dividend payable to any member.
(119) Remittance of Dividend.-Unless otherwise directed, any dividend may be paid by cheque
or warrant sent through the post directly to the registered address of the member or persons
entitled or in case of joint holders to the person who is first-named in the Register of Members in
respect of the joint holding or to such person and to such address as the holder or joint holders
may in writing direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent. The company shall not be liable or responsible for any cheque or
warrant lost in transmission or for any dividend lost in transmission. If several persons are
registered as joint-holders of any shares, any one of them can give effectual receipts to the
Company for any dividends or other moneys payable in respect thereof.
Capitallisation of profits

(120) Capitallisation of reserves.-Any General Meeting, upon the recommendation of the Board
of Directors, may resolve that any moneys standing to the credit of any of the Company’s reserve
accounts, or to the credit or the profit and loss account, or otherwise available for distribution and
available for declaring dividend to the members or any amount received as premium on the issue
of shares and standing to the credit of the share premium account, be capitalised and distributed
amongst such of the shareholders as would be entitled to receive the same if distributed by way
of dividend and in the same proportion on the footing that they become entitled thereto as capital
and that all or any part of such capitalised fund be applied on behalf of such shareholders in
paying up in full any unissued shares, debentures or debenture-stock of the Company, which
shall be distributed accordingly or in or towards payment of the uncalled liability on any issued
shares and that such distribution or payment shall be accepted by such shareholders in full
satisfaction of their interest in the said capitalised sum, provided that any sum standing to the
credit of a share premium account or a capital redemption reserve fund may for the purpose of
the Article only be applied in the paying up of unissued shares to be issued to members of the
Company as fully paid bonus shares.
(121) Surplus money.-A general meeting may resolve that any surplus moneys arising from the
realisation of any capital assets of the Company or any investment representing the same or any
other undistributed profits of the Company not subject to charge for income-tax, be distributed
amongst the members on the footing that they receive the same as capital.

(122) Fractional certificates.-For the purpose of giving effect to any resolution under the
preceding two Articles, the Board of Directors may make provision for the issue of fractional
certificates and may fix the value for distribution of any specific assets and may determine that
cash payments shall be made to any members upon the footing of the value so fixed in order to
adjust the rights of all parties and may vest such cash or specific assets in trustees upon such
trusts for the dividend or capitalised funds as may seem expedient to the Board of Directors. In
such case, if required a proper contract shall be filed in accordance with section 75 of the Act and
the Board may authorise any person to execute an agreement on behalf of the persons entitled to
the dividend or capitalised fund and any agreement made under such authority shall be effective
and binding on all such members.

Books and documents

(123) Keeping of Books of Accounts – The Board of Directors shall cause to be kept proper
books of accounts in accordance with the section 209 of the Act with respect to-
(a) (a) all the sums of money received and expended by the Compant and the matters in
respect of which the receipt and expenditure take place;
(b) (b) all sales and purchases of goods by the company
(c) (c) the assets and liabilities of the company.
(124) Place of keeping Books of Account.-The books of accounts shall be kept at the office or
subject to the proviso of section 209 of the Act at such other place as the Board of Directors think
fit and shall be open to inspection by the Directors during business hours.
(125) Extent of inspection of Books of Accounts.-The Board of Directors shall from time to
time determine whether and to what extent and at what time and places and under what
conditions or regulations the accounts and books of the Company or any of them shall be open to
inspection of the members not being Directors and no member (not being a Director) shall have
any right of inspecting any account or book or document of the Company except as conferred by
law or authorised by the Board of Directors.
(126) Furnishing of statement of accounts to General Meetings.-The Board of Directors shall
from time to time, in accordance with sections 210, 212, 215, 216, 217 and 221 of the Act, cause,
to be prepared and to be laid before the Company in General Meeting such Profit and Loss
Accounts, Balance Sheets and reports as are referred to in those sections.
(127) Sending the balance sheet, etc. to members.-A copy of every balance sheet (including
the profit and loss account, the auditors report and every other document required by law to be
annexed or attached to the balance sheet), shall, at least twentyone days before the meeting at
which the same are to be laid to every trustee for the holders of any debentures issued by the
Company whether such member or trustee is or is not entitled to have notices of general
meetings the Company sent to him and to all persons other than such members or trustees, being
persons so entitled.

Audit of accounts

(128) Appointment of Auditors.-The appointment of Auditors and their rights and duties shall be
regulated in accordance with sections 224 and 233 of the Act.
(129) Accounts conclusive after audit and approval by general meeting.-The accounts of the
Company when audited and approved by General Meeting shall be conclusive except as regards
any error discovered therein within three months next after the approval thereof. When any such
error is discovered within that period, the accounts shall forthwith be corrected and henceforth
shall be conclusive.
(130) Documents and notices.-(1) Service of documents or notices on members by the
Company.-A document or notice may be served or given by the Company, on any member or an
officer thereof either personally or by sending it by post to him to his registered address or (if he
has no registered address in India) to the address, if any within India supplied by him to Company
for serving documents or notices on him.
(2) Where a document or notice is sent by post, service of the document or notice shall be
deemed to be effected by properly addressing, pre-paying and posting a letter containing the
document or notice, provided that where a member has intimated to the Company in advance that

documents or notices, should be sent to him under a certificate of posting or by registered post
with or without acknowledgment due and has deposited with the Company a sum sufficient to
defray the expenses of doing so, service of the document or notice shall not be deemed to be
affected, unless it is sent in the manner intimated by the member and such service shall be
deemed to have been effected in the case of a notice of a meeting at the expiration of forty-eight
hours after the letter containing the document or notice is posted and in any other case, at the
time at which the letter would be delivered in the ordinary course of post.
(3) Service of document or notice by advertisement.-A document or notice advertised in a
newspaper circulating in the neighbourhood of the office shall be deemed to be duly served or
sent on the day on which the advertisement appears, on or to every member who has no
registered address in India and has not supplied to the Company any address within India for the
service of documents on him or the sending of notice to him.
(4) Service of document or notice to the joint holders.-A document or notice may be served or
sent on the joint holders of a share by serving it or sending it to the joint holder named first in the
register in respect of the share.
(131) Service of notice on personal representative, etc.-A document or notice may be served
or given by the Company on or to the persons entitled to a share in consequence of the death or
insolvency of a member by sending it through the post in pre-paid letter addressed to him by
name, or by the title of representatives of the deceased, or assignees of the insolvent, or by any
like description, at the address (if any) in India supplied for the purpose by the persons claiming to
be so entitled (until such an address has been so supplied) by serving the document or notice in
any manner in which the same might have been given if the death or insolvency had not
occurred.
(132) Notice to members and other persons entitled to notice.-Documents or notices of every
General Meeting shall be served or given in same manner hereinbefore authorised on or to (a)
every member; (b) every person entitled to a share in consequence of the death or insolvency of
a member; and (c) the auditor or auditors for the time being of the Company.
(133) The person getting shares on transfer, etc. bound by service of notice on transferor,
etc.-Every person who shall become entitled to any share by operation of law, transfer or other
means whatsoever, shall be bound by the notice or document served to the member from whom
he derives his title to such share, previous to his name and address being entered on the
Register of Members.
(134) Document or notice by company and signature thereto.-Any document or notice to be
served or given by the Company may be signed by a Director or some person duly authorised by
the Board of Directors for such purpose and the signature may be written, printed or lithographed.
(135) Service of document or notice by member on company.-Any document or notice to be
served or given by members on or to the Company or an officer thereof shall be served or given
by sending it to the company or officer at the office by post under a certificate of posting or by
registered post or by leaving it at the office.

Authentication of Documents

(136) Authentication of documents and proceedings.-Save as otherwise expressly provided in
the Act or these Articles, the documents, deeds or proceedings requiring authentication by the
Company may be signed by a Director or any officer authorised by the Board of Directors of the
Company and every document, deed or proceeding need not be under its seal.

Winding up

(137) Liquidator may divide assets in specie.-If the Company is wound up (whether voluntary,
under supervision of Court, or compulsory) the Liquidator may, with the sanction of a special
resolution but subject to the rights attached to any preference share capital, divide among the
contributories, in specie or kind the whole or any part of the assets of the Company and may with
the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit, 9f the contributories as the Liquidator, with the like sanction, shall think fit.

Indemnity and liability

(138) Indemnity.-Subject to the provisions of section 201 of the Act, every Director,
Manager, Officer or servant of the Company or any person (whether an officer of the
Company or not) employed by the Company as auditor shall be indemnified out of the
assets of the Company against all claims and it shall be the duty of the Directors to pay
out of the funds of the Company all costs, charges, losses and damages which any such
person may incur or become liable to, by reason of any contract entered into or act or
thing done, about the execution of discharge of his duties (except such costs, charges,
losses and damages as he shall incur or sustain through or by his own wilful act, neglect
or default) including expenses and in particular and so as not to limit the generality of the
foregoing provisions against all liabilities incurred by him as such Director, Manager,
Officer or Auditor in defending any proceedings whether civil or criminal in which
judgment is given in his favour or in which he is acquitted or in connection with any
application under section 633 of the Act in which relief is granted to him by the court.
(139) Individual liability.-Subject to the provisions of the Act, no Director, Manager, Officer or
Auditor of the Company shall be liable for the act, receipts, neglects or defaults of any other
Director, Manager or Officer or for joining in any receipt or other acts for any loss occasioned to
the Company through the deficiency of title to any property acquired by order of the Directors for
or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which
any of the moneys of the Company shall be invested or for any loss or damages arising from the
bankruptcy, insolvency or tortious act of any person, firm or company to or with whom any
moneys, securities or effects shall be entrusted or deposited or for any loss occasioned to the
Company by any error, judgment, commission, default or oversight on his part or for any other
loss or damage whatever which may happen in relation to the execution of the duties of his office
or in relation thereto unless the same shall happen through his own dishonesty, wilful act,
negligence or default.
(140) Secrecy.-No member shall be entitled to inspect any books or visit any works of the
Company without the permission of the Board of Directors or to require discovery of or any
information respecting any detail of the Company’s business or any matter which is or may be in
the nature of a trade secret, secret process or any other matter which may relate to the conduct of
the business of the Company and which in opinion of the Board of Directors should not be
disclosed in the interests of the Company.
We, the several persons whose names and addresses are subscribed, are desirous of being
formed into a Company in pursuance of these Articles of Association and we respectively agree to
take the number of shares in the capital of the Company set opposite our respective names.
_________________________________________________________________________________________
Sr. Name of Subscriber Address, Description No. of Equity Name, Address,
No. and Signature and Occupation of Shares taken by Description and
Subscriber each Subscriber Signature of
Witness
______________________________________________________________________
1.
2.
3.

Total

______________________________________________________________________
Dated this…………………day of……………………20…..