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(THE COMPANIES ACT 1956)

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATIONOF

PRELIMINARY

APPLICATION OF TABLE "A"

1. Subject to anything to the contrary here inafter provided, the Regulat ionscontained in Table A in the first Schedule to the Companies Act, 1956shall apply to the Company.

INTERPRETATION

2. (1) I n these Regulations:-(a) Company means :(b) Office means the Registered Office of the Company.(c) Act means the Companies Act, 1956 and any statutory

modifications thereof.(d) Seal means the common Seal of the Company.

(e) Directors means the Directors of the Company and Includespersons occupying the position of the Directors by whatever namescalled.

(2) Unless the context otherwise requires words or expressions containedin these Art ic les shal l be the same meaning as in the Act, or anystatutory modif icat ion thereof in force at the date at which theseArticles become binding on the Company.

PRIVATE COMPANY3. The Company is a Private Company w ithin the meaning of Section 2 (35)

and 3(1) (iii) of the Companies Act, 1956 and accordingly:-

(a) No invitation shall be issued to the public to subscribe for any sharesin or debentures of the Company.

(b) The number of members of the Company (exclusive of persons who arein the employment of the Company and persons who, having beenformerly in the employment of the Company, were members of theCompany while in that employment and have continued to be membersafter the employment ceased) is limited to fifty provided that for thepurpose of this definition where two or more persons jointly hold oneor more shares in the Company, they shal l be treated as a s ingle

member and;

(c) The right to transfer the shares of the Company shall be restricted inthe manner and to the extent hereinafter appearing.

(d) Prohibits any invitation or acceptance of deposits from persons otherthan its members, directors or their relatives.

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CAPITAL

4. The Authorised Share Capi ta l of the Company is as mentioned in Clause Vof the Memorandum of Association of the Company with power of theBoard of Directors to sub-divide, consolidate and increase and with powerfrom time to time, issue any shares of the original capital with the subjectto any preferential, qualified or special rights , privilege or condition as

may be, though fit, and upon the sub-division of shares aspiration ther ight to partic ipate in profi ts in my manner as between the sharesresulting from sub-division and minimum Paid-up capital of the companyshall be Rs. 1,00,000.

5 . The shares shal l be under the control and d isposa l of the D irec tors whomay allot or otherwise dispose of the same to such persons and on suchterms as the Directors may think fit and to give any persons any shareswhether at par o r at a premium and for such consideration as theDirectors may think fit.

6 . The D irectors may a llot and issue shares in the cap ital o f the Company onfull payment or part payment for any property, goods or machinerysupplies, sold or transferred or for services rendered to the Company.

TRANSFER AND TRANSMISSION OF SHARES

7 . Sub ject to the p rovi sion o f Sec tion 108 o f the Company act 1956 anymember desiring to sell any of his shares must notify the Board of Directorof the number of shares, the fair value and the name of the proposedtransferee and the Board of Directors must offer to the other shareholdersthe share offered at the value at if the offer is accepted, the shares, shallbe transferred to the accept or and if the shares or any of them are not soaccepted within one month from the date of the notice to the Board ofDirectors the members proposing transfers shall, at any time within threemonths afterwards, be at liberty, subject to Article 8 and 9 hereof, to selland transfer the shares to any person at the same or at higher price.

In case of any dispute, regarding the fair value of the shares it shall bedecided and fixed by the Companies Auditors whose decision shall be final.

8 . No t ransfer o f shares sha ll be made o r regi stered w ithout the p revioussanction of the Directors, except when the transfer is made by anymember of the Company to another member or to a members wife or childor chi ldren or his heirs and the Directors may decl ine to g ive suchsanction without the assigning any reason, subject to Section 111 of theAct.

9 . The D irectors may refuse to reg is ter any transfer o f shares (1) where theCompany has a lien on the share or (2) where the share is not a fully paidup share, subject to Section 111 of the Companies Act, 1956.

GENERAL MEETING

10. All General Meetings other than the Annual General Meeting shall be called

Extraordinary General Meetings.

11. ( i) The Board of Director may, whenever i t thinks f i t, cal l an ExtraordinaryGeneral Meeting.

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(i i) If at any time there are not within India, Directors capable of actingwho are suffic ient in number to form a quorum, any Director or anytwo members of the Company may cal l an extraordinary generalmeeting in the same manner, as nearly as possible, as that in whichsuch a meeting may be called by the Board.

( ii i) Subject to Section 190 and 219 o f the Companies Act , 1956 andGeneral Meeting may be called by giving to the members clear sevendays notice or a shorter notice than of seven days if consent thereto is

given by members with the provisions of Section 171 of the CompaniesAct, 1956.

PROCEEDINGS AT GENERAL MEETING

12. (i ) No busi ness sha ll be t ransac ted at any general meeti ng unl ess aspecified quorum of members is present at the time when the meetingproceeds to transact business.

(ii) Minimum two members present in person shall be quorum.

13. The Chairman if any, of the Board of Directors shall pres ide as Chairmanat every general meeting of the Company.

14. If there is no such chairman or i f he is not present within f if teen minutesafter the time appointed for holding the meeting or is unwilling to act asChairman o f the meeting , the D irec tors present sha ll e lect amongthemselves to be Chairman of the meeting.

15. I f at any meeting no Di rector i s wi ll ing to act as Chai rman o r if noDirector is present within 15 Fifteen minutes after the time appointed forholding the meeting, the members present shall choose one of them to beChairman of the meeting.

16. ( i) The Cha irman may wi th the consent o f any meet ing at which a quorumis present and shall, if so directed by the Meeting, adjourn the meeting, from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other thanthe business left infinite at the meeting from which the adjournmenttook place.

( ii i) When a meeting is adjourned fo r th ir ty days or more, not ice andthe adjourned meeting shall be given as in the cases of an originalmeeting.

( iv ) Save as above, i t sha ll not be necessary to give any not ice o f anadjournment or of the business to be transacted at an adjourned

meeting.

17. In case of equali ty of votes, whether on a show of hands or on a pol l theChairman of the meeting at which the show of hands takes place or atwhich the poll is demanded, shall be entitled to a second or casting vote.

18. Any business other than at upon which a pol l has been demanded may beproceeded with, pending the taking of the poll.

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DIRECTORS

19. The business of the Company shal l be managed by the Directors who maypay all expenses incurred in setting up the registering the Company andmay exercise all such powers of the Company as are not restricted by theAct or any statutory modification thereof for the time being in force or bythese Art icles required to be exerc ised by the Company in generalmeeting, subject nevertheless to any regulations of these Articles, to theprovisions of the Act, and to such regulations being not inconsistent withthe aforesaid regulations or provis ions as may be prescribed by theCompany in general meeting. Nothing shall invalidate any prior act of theDirectors which would have been valid if that regulation had not beenmade.

20 The number of D ir ec to rs shal l not be l ess than two and not more thantwelve.

21. The fi rs t D irec tors of the company shal l be

22. No person sha ll be e lec ted as a D irector (except as a f i rs t D irec tor o r aDirector appointed by the Director) unless seven days notice shall havebeen left at the Registered Off ice of the Company of the intent ion topropose him together with a notice in writing signed by himself signifyinghis willingness to be elected.

23. The Directors need not ho ld any qual i ficat ion shares in the Company.

24. (a) The Directors shall not be paid any s itt ing fee for his services for

attending the meeting of the Board of Director.

(b) The Directors may also be remunerated for any extra services done by

them outside the ir o rd inary dut ies as D irec tors , sub ject to theprovisions of section 314 of the Act.

25. Subject to the prov is ions o f the Companies Act , 1956, i f any D irectorbeing wi ll ing shal l be cal led upon to per form extra services for thepurposes of the Company, the Company shall remunerate such Director bysuch f ixed sum o r pe rcentage o f prof it s o r o therw ise as may bedetermined by the Directors and such remuneration may be either inaddition to or in substitution for his remuneration provided above.

26. Subject to the provis ions of the Sect ion 314 of Companies Act, 1956, theremunerat ion o f D irec tors may be a f ixed or a par ticu lar sum or apercentage of the net profits or other wise. The said sum shall be fixed bythe Board of Directors, from time to time.

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27. Subject to the provisions of section 297 and 299 of the Companies Act, 1956,no Directors shall be disqualif ied by his office from contracting with theCompany, or shall any such contract entered into by or behalf of the Company

in which any Director shall be in any way interested be avoided, nor shall anyDirector contract ing or being so interested be l iab le to account to theCompany for any profit realised by any such contract by reason only of suchDirector holding that office or of the fiduciary relations thereby establishedbut it is declared that the nature of his/her interest must be disclosed byhim/her at the meeting of the Directors at which the contract is determined ifhis/her interest then exists or in any other case, at the first meeting of theDirectors after he/she acquires such interest.

28.The Directors may appoint any person to be an alternate Director to Act for aDirector (hereinafter in this Article called the original Director) during hisabsence for a period not less than three months from the State in whichmeetings of the Directors are ordinari ly held, but such alternate Directorshall, ipso facto vacate office if and when the original Director returns to the

State in which the meetings of the Directors are ordinarily held, subject tosection 313 of the Act.

29.The First Directors or Directors appointed hereinafter shall not be liable toretire from the office by rotation.

30. The Board of Directors may, from t ime to t ime, by ord inary resolutionincrease or reduce the number of Directors within the l imits specified inArticle 20.

31.The Directors shall have the power, at any time and from time to time, toappoint any person as additional Directors in addition to the existingDirectors so that the total number of Directors shall not at any time exceedthe number fixed for Directors in these articles. Any Directors so appointed,shall hold office only unti l the next fol lowing Annual general meeting, butshall be eligible thereat for election as Director.

32 The Company, may by ordinary resolution, of which special notice has beengiven in accordance with the provisions of Section 190 of the Companies Act,1956 remove any Director including the Managing Director, if any, before theexpiration of the period of his office, notwithstanding anything contained or in

any agreement between the company and such Director, such removal shallbe w ithout pre judice to any contract o f service between h im and theCompany.

33. If the Director appointed by the company in general meeting , vacate office asa Director before his term of office wil l expire in the normal course, theresulting casual vacancy may be fi l led up by the Board of Directors at a

meeting of the Board of Directors but any person so appointed shall retain hisoffice so long only as the vacating Director would have retained the same ifvacancy had not occurred, provided that the Board of Directors may not fillsuch a vacancy by appointing thereto any person who has been removed fromthe office of Director under Article 32.

34. In the event of Company borrowing any money from any financial corporationor institution of Government or any Government body or a collaborator, bank,person or persons or from any other source, while any money remains due tothem or any of them, the lender concerned may have and may exercise theright and power to appoint from time to time, any person or persons to be aDirector or Directors of the Company and the Directors so appointed shall notbe liable to retire by rotation, subject however, to the limits prescribed by theCompanies Act, 1956. Any person so appointed, may at any time be removed

from the office by the appointing authority who may from the time of suchremoval or in case of death or resignation of person, appoint any other orothers in his place. Any such appointment or removal shall be in writing,signed by the appointed and served on the Company. Such Director need nothold any qualification shares.

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35. Section 283 of the Companies Act, 1956 shall apply regarding vacation ofoffice by Director. A Director shall also be entit led to resign from theoffice of directors from such date as he may specify while so resigning.

MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

36. The Board of Directors may, from t ime to time, subject to the provisionsof section 197A of the Companies Act, 1956, appoint one or more of theirbody to the office of the Managing Director or whole time Director for suchperiod and on such remuneration and other terms, as they think fit and

subject to the terms of any agreement entered into in any particular case,may revoke such appointment. His appointment wil l be automaticallyterminated if he ceases to be a Director.

37. A Managing or whole time Director may be paid such remunerat ion(whether by way of salary, commission or participation in profits or partlyin one way and partly in other) as the Board of Directors maydeterminate.

38. The Board of Di rector s, sub ject to Sec tion 292 o f the Companies act ,1956, may entrust to and confer upon a Managing or whole time Directorany of the powers exercisable by them, upon such terms and conditions

and with such restrictions as they may think fit and either collaterally withor to the exclus ion of their own powers and may, from t ime to t ime,revoke, withdraw or alter or vary all or any of such powers.

PROCEEDINGS OF THE BOARD

39. The quorum necessary for the transaction of the business of directors shallbe minimum two or one third of the total number of directors whichever ishigher, subject to section 287 of the Companies Act, 1956.

40. Subject to the provisions of Section 285 of the Act, a meeting of the Boardof Directors shall be held at least once in every three calendar months andat least four such meetings shal l be held in each calendar year. TheDirectors may meet together for the discharge of the business, adjournand otherwise regulate their meetings and proceedings, as they think fit.

41. Notice of every meeting of the Board of Directors of the Company shall begiven in writing to every Director for the time being in India and at hisusual address in India to every other Director.

42. A meeting o f the D ir ec to rs for the t ime being , a t which a quorum i spresent, shall be competent to exercise all or any of the authorities,powers and discretions by law or under the Articles and regulations for thetime being vested in or exercisable by the Directors.

43. The Managing Director or a Director or a Secretary upon the requis ition ofDirector(s), may at any time convene a meeting of the Directors.

44. The questions arising at any meeting of the Directors shall be decided by amajority of votes and in cases of equality of vote, the chairman shall have

a second or casting vote.45. The D irectors may se lect a Cha irman o f thei r meeting and determine a

period for which he is to hold office. If at any meeting the Chairman isnot present within fifteen minutes of the time appointed for holding thesame or is unwilling to preside, the Directors present may choose one oftheir members to be the Chairman of such a meeting.

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46. Subject to the prov is ions o f section 292 o f the Act, the D irectors maydelegate any of their powers, other than the power to borrow and to makecalls, to issue debentures and any other powers which by reason of theprovision of the act can not be delegated to Committees consisting of suchmember or members of their body as they may think fit and they mayfrom time to time, revoke and discharge any such Committee either whollyor in part and e ither as to persons or person. Every Committee soformed, in exerc ise o f powers so delegated, sha ll conform to anyregulations that may, from time to time, imposed on it by the Directorsand a ll acts done by any such Committee in conformity w ith suchregulations and in fulfillment of the purposes of their appointment, but nototherwise shal l have the l ike force and effect as i f by the Board ofDirectors.

47. A resolution not being a resolution required by the Act or by these artic lesto be passed only at a meeting of the Directors, may be passed withoutthe meeting of the Directors or a Committee of Directors provided that theresolution has been circulated in draft together with necessary papers, ifany, to all the Directors or to all the members to the Committee then inInd ia (not less than the quorum f ixed for a meeting o f a Board orCommittee, as the case may be) and to all other Directors or members at

their usual addresses in India, and has been approved by such of theDirectors as then in India or by a majority of such of them as are entitledto vote on the resolution.

48. A ll ac ts done by a person sha ll be va lid, notw ithstand ing that i t may be

afterwards discovered that his appointment was invalid by reason of anydefect or disqualification or had terminated by virture of any provisionscontained in the Act or in these Articles. Provided that this Article shallnot give validity to acts done by a director after his appointment has beenshown to the Company.

POWERS OF THE DIRECTORS

49. Subject to the Section 292 of the Act, the Board of Director shall have theright to delegate any of their powers to such managers, agents or otherpersons as they may deem fit and may at their own discretion revoke suchpowers.

50. The D ir ec to rs sha ll have powers for the engagement and d ismissal of managers, engineers, clerks and assistants and shall haves power ofgeneral direction, management and superintendence of the business of theCompany with full powers to do all such acts a, matters and thingsdeemed necessary, proper or expedient for carrying on the business of the

Company, and to make and sign all such contracts and to draw and accepton behalf of the Company all such bil ls of exchange, hundies, cheques,drafts and other Government papers and instruments that shal l benecessary, proper or expedient, for the authority and direction of theCompany except only such of them as by the Act or by these presents areexpress ly d irected to be exerc ised by share-holders in the general

meetings.

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INSPECTION OF ACCOUNTS

51. ( i) The Board o f Di rectors sha ll cause proper books of account to bemaintained under Section 209 of the Companies Act 1956.

(ii) Subject to the provisions of section 209A of the Companies Act, 1956,the Board of Directors shall also from time to time, determine whetherand to what extent and at what t imes and p lace and under what

conditions or regulations account books of the Company or any ofthem, shall be open to the inspection of members not being Directors.

( ii i) Subject to the provisions o f Sect ion 209A o f the Companies Act ,1956, no member (not being a Director) or other person shall have anyright of inspecting any account book or document of the Companyexcept as conferred by law or author ised by the Board or by theCompany in general meetings.

SECRECY

52. Every Manager, auditor , trustee, member of a committee, off icer , servant,agent, accountant or other person employed in the business of the

Company shall, if so required by the Board of Directors, before enteringupon the duties, sign a declaration pledging himself to observe strictsecrecy respecting all bonafide transactions of the Company with its

customers and the state of accounts with ind ividuals and in mattersrelating thereto and shall by such declaration pledge himself not to revealany of the matters which may come to his knowledge in the discharge ofhis dut ies except when required to do so by the Directors or by anygeneral meeting or by the law of the country and except so far as may benecessary in order to comply with any of the provisions in these presentsand the provisions of the Companies act, 1956.

BORROWING POWERS

53. Subject to the provisions o f section 58A and 292 o f the Companies Act,1956, the Directors shall have the power, from time to time and at theirdiscretion, to borrow, raise or secure the payment of any sum of moneyfor the purpose of the Company in such manner and upon such terms andconditions in all respects as they think fit and in particular by the issue ofdebentures of bonds of the Company or by mortgage or charge upon all orany of the properties of the Company both present and future including itsuncalled capital for the time being.

OPERATION OF BANK ACCOUNTS

54. The Directors shall have power to open bank accounts, to sign cheques on behalf ofthe Company and to operate all banking accounts of the Company and to receivepayments, make endorsements, draw and accept negotiable instruments, hundies andbills or may authorize any other person or persons to exercises such powers asdetermine by the resolution passed at the meeting of Board of Directors of theCompany.

INDEMINITY

55. Subject to the provis ions of Sect ion 201 of the Companies Act, 1956, theChairman, Directors, Auditors, Managing Directors and other officer for the

time being of the Company and any trustees for the time being acting inrelat ion to any o f the a ffai rs o f the Company and the ir hei rs andexecutors , sha ll be indemni fied out o f the assets and funds o f theCompany from or against all bonafied suits, proceedings, costs, charges,losses, damages and expenses which they or any of them shall or mayincur or sustain by reason of any act done or committed in or about theexecution or their duties in their respective offices except those donethrough their willful, neglect or default. Any such officer or Trustee shallnot be answerable for acts, omissions, neglect or defaults of any otherofficer or trustee.

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WINDING UP

56. (i) If the company shall be wound up, the liquidator may with the sanctionof a special resolution of the Company and any other sanction requiredby the act, d ivide amongst the members in specie or in k ind, thewhole or any part of the assets of the Company whether they shallconsist of the same kind or not.

(i i) For the purpose aforesaid, the l iquidator may set such value as hedeems fair upon any property to be d ivided as aforesaid and maydetermine how such d ivis ion shal l be carr ied out as between themembers or different classes of members.

( ii i) The l iqu idator may, w i th the l ike sanction, cast the who le or anypart of such assets in trustees upon such trusts for the benefit of thecontributories as the liquidator shall think fit but so that no membershall be compelled to accept any shares or other securities whereonthere is any liability.

COMMON SEAL

57. ( i) The Board shal l provide for the safe custody of the Seal of theCompany.

(ii) The seal shall not be affixed to any instrument except by the authorityof resolution of the Board of Directors or a committee of the Boardauthorised by it in that behalf and except in the presence of at leastone director and that one director shall sign every instrument to whichthe seal of the Company is so aff ixed in his presence. The sharecertificate will, however, be signed and sealed in accordance with Rule6 of the Companies (Issues of share Certificates) rules, 1960.

BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

58. Balance Sheet and prof i t and Loss Account of the Company wi l l be auditedonce in a year by a qualified Auditor for certification of correctness as perprovisions of the Companies Act, 1956.

AUDIT

59. The f ir st audi to rs o f the Company sha ll be appointed by the Board o f Directors within one month after its incorporation who shall hold office tillthe conclusion of first annual general meeting.

60. The d irectors may f il l up any casual vacancy in the off ice of the auditor

61. The remuneration o f the aud itors sha ll be f ixed by the Company in theannual general meeting except that remuneration of the f irst or anyaud itors appointed by the d irec tors may be f ixed by the Board o f Directors.

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We, the several persons whose name and addresses and occupations are subscribed

below, are desirous of being formed into a Company in pursuance of this Articles of

Association

Sl.No.Name address, description &

occupation of the Subscribers

Signatures of

the

Subscribers

Signatures of

Witness with

address andoccupation

Place:

Dated:

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