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Form I

Certificate of Incorporation

No. 55-57607 of 1993-94

I hereby certify that NAGESH SPINNERS PRIVATE

LIMITED is the day Incorporation in this day Incorporated under the companies Act,

1956 ( No.1 of 1956) and that the company is limited

Given under my hand at NEW DELHI this TWENTY EIGHTH

day of FEBRUARY One Thousand nine hundred and NINETY FOUR.

Sd/-

(H.S. SHARMA)Addl. Registrar of CompaniesDELHI & HARYANA



(The Companies Act, 1956)

(Company Limited by Shares)

Memorandum of Association

MALIK FABRICS Private limited

I. The Name of the Company is : MALIK FABRICS PRIVATE LIMITED.

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

III. The objects for which the Company is established are:-

(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITSINCORPORATION ARE :

1. To manufacture, buy, sell, market, export, produce or prepare and deal in threads.yarns, cords of cotton, wool, silk, nylon, terylene, acrylic, rayon, dacron, celluloseflex, hemp, jute, hair and other natural and fibres of synthetic or any other origins.

2. To carryon the business of spinning, twisting, doubling, weaving knitting,combing, manufacturing, processing or preparing, darning, packing, bleaching,dyeing, colouring, printing, selling and buying, dealing in various fibres likewool, cotton, textile, fabrics staple, silk and artificial silk, flex, jute and other man-made synthetic fibres, nylon, mohair, polyster and substances includingwaste wool, raw wool tops and woollen rags.

3. To carryon the business as wool merchants, wool combers, worsted spinners,woollen spinners, shoddy spinners, top makers, thread and yarn merchants, bleachers, dyers, makers of vitriol bleaching and dyeing materials and to purchase, comb, prepare, spin, dye and deal in flex, jute, cotton, silk and other fibrous substances and to process or otherwise manufacture, buy and sell and dealin linen, cloth, hosiery and fabrics.

4 To carryon the business as dealers, distributors, agents, buyers and sellers,exporters and importers, commission agents in wool tops, worsted yarn, woollenyarn, cotton yarn, synthetic yarn and other allied woollen, textile and handloom products.



(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OFTHE MAIN OBJECTS ARE ;-

1. To advance money on the security of goods lying with or under the control of thecompany, to receive goods for sale on consignment basis and to do all other suchacts that may be usual or necessary In connection with the main business of theCompany.

2. To act as forwarding agents and to insure, underwrite, undertake goodsmerchandise or such other properties in connection with the main business of theCompany.

3. To purchase, take on lease, or otherwise acquire all or any part of the business or undertaking or property and assets of any other such person, firm, company or

corporation carrying on main business and agree to discharge their liabilities andto conduct. Carry on or liquidate all of such business.

4. To take on lease, hire or purchase or acquire on licence any lands, rightsconnected with lends, mills, factories, plants, buildings, cars, apparatus, stock-in-trade, rights, privileges and movable or immovable property of any descriptionwhich may be deemed necessary or convenient for the main buslnesa of theCompany to carry on and to pay for the lame either In shares of the company or inoath or partly in shares and partly in cash.

5. To get Insured all or any of the Goods lying with the company against damage,fire loss.

6. To construct, assemble, erect, maintain, and establish pre-fabricated houses or apartments or structures in connection with the main business of the company.

7. To make, draw, Issue, accept, endorse, discount and buy, promissory notes. bills,of exchange, hundies , cheques, debentures, bonds coupons and such other negotiable Instruments and securities of all types,

8. Subject to Section. 58A and 292 of the Act and the Regulations made there under and the directions issued by the Reserve Bank of India, to receive money ondeposit or otherwise, with or without interest and to receive deposit or safecustody any title deeds or other securities of all types.



9. To enter Into any arrangement with person or companies Of other in such manner as may be lawful and for such period as may be expedient to further the mainobjects of the Company.

10. To indemnify members, officers, directors, secretaries and servantes of the

Company against proceedings, damages, claims and demands in respect of anything done or ordered to be done by them for and in the Interest of thecompany or for any loss damages or misfortunes which may happen inthe execution of the duties of their office or in relation thereto.

11. To enter Into any arrangements Including collaboration with other manufacturersor suppliers in India or abroad, to acquire knowhow, patterns, trade marks,inventions, licences and concession. and to pay for the same either in cash or byIssue of partly paid or fully paid up share. of the company or by way of recurringroyalty payments or share In profits 01 otherwise as may be agreed upon, and touse, exercise, develop or grant licences In respect .f the property, right. or

information so acquired.

12. To acquire by purchase, contract, concessional licence, lease or otherwise anylands, building, factories, workshop] godowns and sheds as may be considerednecessary for the attainment of the main object of the Company.

13. To payout of the Company's fund all costs and expenses incurred in connectionwith all matters, preliminary and Incidental to the formation, promotion andincorporation of this company and the costs and expenses Incurred In connectionwith all matter preliminary and Incidental to the formation and Incorporation of any company which may be promoted by this Company.

14. To establish agencies or branches In India or elsewhere and to regulate or todiscontinue the same and to do all things which the Company lawfully may do asagents.

15. To take or otherwise acquire and hold shares in any other such company havingmain objects altogether or in part similar to those of this Company.

16. To enter into partnership or into any arrangement for sharing profits, union of Interests, or co-operation, joint ventures, reciprocal concession with [any person,firm or company carrying on or engaged in any business, which this company isauthorised to carry on and to lend money, or to guarantee the contracts of or otherwise acquire and hold shares or securities of any such person, firm or company provided that the company shall not do any banking business within themeaning of Banking Regulation Act. 1949.



17. To promote any Company or "companies" purposes of ( 'acquiring all 'or any of the property and lia6i1ity 'of this Company or for any other purpose' conducive tothe main business of the Company.

18 To enter into contract with Government, Central or State. Railways, 'Municipal,

Local or such other Authorities or Private Parties for the supply of any materialsor goods for the attainment of the 'main objects of the company.

19. To enter into any arrangements with the Government or other authorities,Municipal Port Trust, Railways, District or Local Boards. Civil and Militaryauthorities, that may seem conducive to the Company's objects or any of them andobtain from any such Government or such other authorities any rights, privilegesand concession.

20. To establish and support or ald in the establishment and support 01 associations.

Institutions, funds, trusts and conveniences, calculated to benefit the employees or ex-employees of the Company (or Its predecessors in business) or the dependentsor connections of such persons end to grant pensions and allowances and to make payments toward. Provident, Funds and Insurance and to subscribe or guaranteemoney for charitable or benevolent objects or for any exhibition, or for any public, General or useful objects.

21. To float, promote, form, subsidise and assist limited companies or other companies, syndicates or firm. or associations for the prosecution or .execution of undertakings, work projects or enterprises of any ~88crlptlon in connection withthe main business of the company.

22. To open any kind of account In any bank and to make accept and ,endorse andexecute all types of promissory notes, bills of exchange and such other negotiableinstrument. of all types In connection with the main business of the company.

23. Subject to Sections 68A and 292 of the Companies Act, 1956, and Regulationsmade there under and Directions issued by the R.B.I. to borrow or raise money insuch other manner as the 'company shall 'determine fit and in particular by theissue of debentures or debenture stock, perpetual or otherwise, charged upon all or 'any of the Company's 'property (both present and future), including its uncalledcapital and to redeem or payoff any such securities in connection with the -main business of the company.

24. -To establish, provide maintain and conduct or otherwise subsidise in India or any part of the world, education and training institutions, research laboratories andexperimental workshops for scientific and technical research and experiments, toundertake and carryon scientific and technical researches. experiment and tests of all kinds, to promote studies and researches, scientific and technical investigation,



providing, subsiding, endowing or assisting laboratories, workshops, libraries,lectures,

meetings and conferences and by providing or contributing to the remuneration atscientists end technical professors Or teachers and a ward of scholarships, prizes,

grants to students or otherwise is. generally and to encourage, promote and rewardstudies, researches, investigations, experiments, tests and inventions of any kindthat may be likely to assist any business which the company is Authorised to carryon and to enter into any arrangement with Governmen1 or any other such partyfor the purposes as aforesaid.

25. To buy for the purpose of the main business of the Company steam, heat, light,electricity, gas or any other such power making of gas, and to take all stepsconducive to the main business of the company.

26. To acquire, from any person or any source, technical information, know how,

data, formulase, techniques and methods, engineering, manufacturing, andoperating plans, layouts, blue print. and other data for the design, Installation,erection and consultancy, maintanance, operation of the plant, machinery,equipment and facilities whatsoever required for attaining the main objects of theCompany and objects ancillary to the attainment of the main objects and toacquire or grant or, licence such other rights and benefits in connection there with,

27. To purchase, take On lease or otherwise acquire the undertaking ,business and property or any part thereof any company or companies carrying on business inIndia or elsewhere which this Company is entitled to undertake.

28. To enter into contracts, agreements and arrangements with any other suchcompany, firm or person for the carrying out by such other company, firm or person on behalf of the Company any of the main objects for which this Companyis formed.

29. To revise, clean restore, recondition, treat end otherwise manipulate by any process or means by products, re-use any waste, and other products.capable of being manufactured or produced out of or with the use of all or anyraw material's Ingredients, substances or commodities used In the manufacture of all or any of the products which the Company is entitled to manufacture or deal Inand to make such other use of the same for the attainment of the main objects of the company.

30. To repair, alter, remodel. Clean, renovate, convert, manipulate and prepare for sale or otherwise any goods belonging to the Company.

31. To employ experts to Investigate Into end examine the conditions, prospects,value, character and circumstance of any business concerns and undertakings and



any assets, property or rights as may necessary in connection with the main business of the Company.

32. . To carry on any business or branch of a business which this Company is authorised to carry on through the agency of anysubsidiary company or companies and to enter Into any arrangement with such

subsidiary Company or companies for taking the profits end bearing the losses of any business or branch of business 80 carried on or for financing any suchsubsidiary company or guaranteeing Its liabilities, or to make any business or branch of business 80 carried on at any time and either temporary or permanentlyto clo.8 any such branch of business.

33. To dispose of any property belonging to the Company and to help in purchase of any article or articles, whether made by the Company or not by way of advance or to assist in the purchase of any such article or articles.

34. To buy foreign exchange In all lawful ways in compliance with the relevant laws

of India and of the foreign country, concerned in that behalf for the attainment of main object of the company.

35. To grant licences, easements and such other rights over and dispose of theundertaking property, assets, rights and effects of the company or any partthereof, for such consideration as the Company may deem fit and in particular for shares, debentures or securities of any other such company.

36. Subject to Sections 391 to 394 of the Companies Act.,1956 to amalgamate withany other company whose objects are similar to those of this Company whether by sale or purchase of fully or partly paid up shares or otherwise of theundertaking or any such other company,as aforesaid, with or without winding upor by sale or purchase of all or a controlling interest in the shares or stock of theother company as aforesaid or in any other such manner.

37. Subject to the provisions of Section 78 of the Companies Act, 1956 to place toreserve or to distribute as dividend or bonus or bonus shares among the membersor otherwise to apply as the company may from time to time, determine anymoneys belonging to the company including those received by way of premiumon shares or debentures issued by the Company at a premium and any moneysreceived in respect of dividend accrued on forfeited shares and moneys arisingfrom the release by the Company of forfeited shares.

38. To apply for purchase or otherwise acquire, prolong and renew, In the part of theworld, any patents, patent rights, bre.~ .• ~... 5 •••••• marks, designs, licences, andcorrceaslons conte-'-=,; ., 7 - _ non-exclusive or limited right to their use in7~~ _ •• .., Invention which may seem capable of be::-:~ IlSIlI •. _ •• the main businessof the Company or the acq~s.":oz ." ••••••• seem calculated directly or indirectlyto be'lle9:" C • and to use, exercise, develop or grant !':::er:ces _ 2 II ~ or



otherwise the property rights, and lnforrnar'on sc ••.. • •••• expend money inexperimenting upon, test:;;:r 2 - ••• such patents, inventions or nghts.

39. Subject to the provisions of the ~=--_ •.. .•. to make donations to such persons or instrt ... ~ ••••••• ~ any other such assets as may be conC..:t:»te _ •• •• _

company's main objects or otherwise exped;e::1 -.&. $ 7 •••

remunerate any person or corporations introd~ ~ m h a>.,..par1 end also tosubscribe. contribute or other.', ise GSS~ or ;~-en:: ..• -c~e, for charitable.scientific, religious or benevo lent, r.rtcr~. :'lJt.:c r: _'t..'sL educational or other institutions or objects arc to es;tsC r , is- Jr.: ~::-=., Of aid In the establishmentand support of aSS()Cia~ ,I s:::'!"",,--:crs. Lees. trusts, and conveniences for the benefi1 of tr,e eoTT"!,;; crees C'f" u-~-: 00, ~~. (Including Directors) of theCompany or its pre-::c::sscnr :.~.r~ 0' oj persons having dealings with theCompany or t!ie OiiOIf'"lCi!l-'S.. -:-.::t',H or connections of such persons and, in partkc:.a', ._~-":" C" ,C"~. ~-e;i1 locleties and to grant pensions, allowances,

~r:':","t.C5 .-': ~. ct" 81 by way of annual payments or a lump sum arc to ,..,.. •• u~.~otI-t3 ~ I" a'c, Insurance and to form and contribute to pro. :'~ f . .r..:a •.. c I-:~err 8/

welfare funds of or such persons.

40 To refer or agree to refer to Arbitration in Ind. or ~ \r"dII •.••• e-airn, demand,dispute or any other such question b)' or ~rs: :-. c.:.- .;:.e-, O' n which theCompany is interested or concerned ~-: ••• -o:e-I!-' :~71'!~- !q Company and Itsmember or members of their re:>~-~"~ or ~-=71',"fl the Company and third parties, and to observe a .... c:~ Jr.: ~ CoO S,I ects. deeds, matters and thingsrequired to carr) 0;.;: 0'" .-:'..;;J-.::;c :-. a,', .'0

41. To pay for any rights or property acquired by the Co~.-· r.c'ED 'e-",cerate any person or company for services randereo CY 10 ::lit ,-r.-'A:!--:': n or about theformation or promotion of the Co..,..pa~· O' r-"! 11:::;,.$-::':'- of property by theCompany or the conduct of its t>_si-~ ••• -~:-~ t, CHi"! payment or by theallotment of shares, debe-tui~-S, C' 1-': - c::"e- ~:- -1:;,5 of the Company, creditedaa paid up in full or inpa~.

42. To adopt such means of making known the ~Lsi~ G·f t"' . .e Co-c::-', I' may seemexpedient, and in particular. by e::r, ~"t):S"-";;; r- r~ P"~. b', circulars, andexhibition of works of art or i~:~·;s"~ ::;, I=_:)CItlon of books and periodicals.and by granting prizes. re .', ,a'C'S a -: c ; - a: : rt s.

43. To invest in other than investment in Compart:{s c ••• - S" a"es a- c:e::; with themoney of the Company not immediately req..:~e:;'" S _:h T. a - rer as may. fromtime to time, be determined and to 103:1::; rr'l:·-~~ 0- co,,;;a,~e ct Immovable property or on hypothecation or pled". of rr.ov aO'e ;::.V"~;t., •• .tn or withoutsecurity,



44. To undertake and execute any trust (including the ot"ice of uecdOf. administrator.receiver) of the undertak.ing of •••• r.icn may leem to the Company desirable andeither gratuitously or other"'":s.e Inc ves1 any real 01 personal property, rights or Interest acquired by or belonging to the Company in any person or Company On

behalf of or for the benefit of the Company with or without any declared trust infavour of the Company.

45. fo Insure the whole or any part of the property of the Company, elthe, fully or partly, and to protect and indemnify the Company from liability or los, in anyrespect.

46. fo exercise ali or any of its corporate powers. rights and privilege. and tG conductits main business in all or any of its branches In the Union of India and in any or all states, territories, possessions, colonies and dependencies thereof and in any or all foreign countries and for this purpose to have and maintain and to discontinue

such number of offic •• and agencies therein as may be convenient,

47. To'procurethe c.mpany to be registered or recognls.d under the laws of land in any part of the world.

48. To make denatlon to any national fund or any other such fund conatltuted for.charitable, national or such other purpose, subject to Section 293-A of theCompanies Act, 1956.

49. foereate any depreciation fund, reserve fund, sinking fund. Insurance fund or anyspeciator such other fund whether for depreciation or for repairing, improving Or ~aintain1n~{anv of the property of the Company or for redemptiOn of debenturesor redeemable preference shares or for special dividend. or, equalising dividendsor for any other purpose and to transf., any such fund or part thereof. to any of theother fundi herein mentioned.

50. Without prejudice to the generality of the foregoing, to undertake. carry out, promote and sponsor any activity for publlcatlon of any booklet literature.attainment articles or organising lectures, conferences or seminars, workshopstraining programmes as are likely to advance the main objects or for giving meritawards, scholarships, any other such assistance to lnstltutes, deserving students or other such scholars, consultants or persons to enable them to pursue studiesoracademic pursuits and for establishing or assisting lnstltuticn, fund, or trust,having any on. of the main objects a. one of its main obiects,

(Cl THE OTHER OBJECT ARE t

produce q.f all kind. end In pfJrticular milk, cream, butter, ghee. cheese, poultry,eggs, fruit., vegetable 011., vegetable ghea, parkpiee, s.ulages, prawns, potted



meat, table delicacies and to purchase. acculre, keap. maintain, breed, sell or otherwis. dispose of all kinds of cattles. cows.

, buffalo.s, pigs, poultry, and liva or dead stock of all description,

. t. T008ffyon the bustn ••• ofmanufacturing and seIHnga.rbonated or such

oth.r watefl, luppltefl of heat, light. water, gas or brine for refrigerating purpos.'and to keeP, maintain and equip .,,,vieo Itatlon. for th. said purpo.,.

S. To carryon the buslne •• ofmenufac:ltUMf' ef.U kind' of condenled milk. lams, pickles, ciders, preserv.d food •• f all kinds. 8n,dof.,uch. other articles •• mayeonvsnlently b. produced or manufactured therewith.

4. To.f\IAQ., Inci Q8rry on th. bu.ln ••• of reiling, packing, grading, preparing f.r market .ggs, butter, cr.am, milk, farm and poultry preducts of all description. To

hatch, breed and rals •• ith,r by natural means, or lncubators .rotherwl •• poultryof all kinds and to buy, .ell, rear and deid In chicken', cllicken food,lncubator. or oth.rwi.. poultry of all kinds, ducks. turkey 8eese end guinea fowl •• partrida ••and otber birds.. To c.rr.y on the buaiA8Slo.f sl&uGht.rlng:c.ttl.~ plWl. hog.;sll"p·.lambsllInd. other animals forfooo"purpo ••• ,al maybap.rrom.d, by law andto' manufacture hides. oU.,fat, hO'r·n,glueif •• lh.r ••. feJ'III~ ••.• andIyah,Qtfl81t,ly-pr9dJ,u;t. thereof.

5. 1'0 .rect, construct, •• tabllsh and provide all kinds of conveniences, Improve.ments,entertainmenl,lnparttcula' r •• dino,writing,bi.s.cope and cinema Ihows,hacker., lafe deposit., ilt&b4 •• , tel.phon,.,.telegraphs, club.. ,tortts. provl.ions,shops, bath vault •..• wimming tallk. aod pools andtavatori •• ,

6. To 8ublcrib8;.buy., keep, .eU, give on hire 0.rotherwis8 deal in books, magazines, periodicals, journals, pictures and all kinds of readable material. 1'0 establish,maintain. equipaod furnish a reading and circulating liabr.ry fo~u ••ofthesubscrib$r.or customers or visitors either gratutiously or on such terml and Ina~cordanc. with such regulations as may be deemed proper.

7. To carryon the business of film manufacturer., film apparatus manufacturers, film producers, both sound and silent, hippodrome and elrcue propdetors, proprietors,managers of cinema houses, theatres, concert halls, picture piece., studios. Tocarry on the business of letting or subletting the use of cinema hall, theatres, picture places, studios or other machinery, apparatlni building or structure of thecompany for purposes of use for exhibition., di.play of films, dramatic or theatrical performances, concerts or other entertainment. or objects allied to or of similar kind as that of the Company and to provide for the production, direction,exhibition, representation, display whether by mechanical means or otherwise or plays, open air or such oth.r theatrical performances, operas, burlesque, ballets, pantomime, jugglery, megsmeric, yogic, hypnotic, spectacular pieces. mushairas,



symposium. and such other musical and dramatic, athlstle and similar performance. fOl amusement or entertainment both in public and private.

8. To carryon the business of manufacturer. of Of dealers in all types of g1881 products, such as sheet and plate glasa, eptlcal Illass, glass wool end

laboratoryware.9 To undertake to manufacture, process, import, export, and sell of ealclned, petroleum, petrochemical and its by-products, coal and coaltar products, dyes,drugs, medicines and pharmaceuticals and derivatives, paints, pigment, andvarnishes, explosives and ammunition. all types of heavy chemicals, textilechsmlcals, photographic chemicals, clay and boards, soaps, glycerine, fertilizers, pesticides. manur ••• fungicide. and allied products, fat. and waxe ••

10. To carry on the business of goldsmiths, IIl1v.ramlth., jewellery and gemmerchants. importers and exporters of bullion and any other such article. relatedthereto.

11. To carry on the business of manufacturers of 01 dealers in tvpewrltere, calculatingmachines, vacuum cleaners, sewing machines, printing machines, ice-creammanufacturing machinery and Dairy Equipment.

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

13. To carry on the business of manufacturers or dealers of tractors, tractor parts,automobiles, ships, aeroplanes, earth moving equlpments, internal Combustionengines, boilers. locomotives, cranes and compressors.

14 To manufacture and/or deal in automobile parts, spare parts, and component. or machineries thereof.

15. To carry on the business of machinists, manufacturers of pressed bo wi ••marineengineers, iron founders, brass founders, iron and steel converters,metallurgists. smiths, iron masters, steel masters, blast furnace proprietors,consulting engineers, asbestos manufacturers, [apanners, annealers, enamellers,electric and chromium platers, polishers, painters, tinsmiths, locksmiths,lronmonqers, wire weavers and to buy, sell, manufacture, repair, alter, convert, leton hire, and deal in plant, machinery, tools, implements, utensils and rollingstock.

16. To carryon the business of manufacturers of and dealers in all types of celluloid, bakelite, industrial rollers, sheets, belting, tyres, tubes, scientific, Industrial andsurgical instruments and agricultural equipments.

17. To carryon business 8S manufacturer. of and dealers in piywood, hardwood. blocks for flooring and other purposes, windows, doors, woodpulp, wood wool,



masts, spars, derricks, sleepers, tool, handles, panelling, wood-work, furniture andarticles of all description Wholly or partly made from wood.

18. To carryon business as manufacturer. or dealers in or as stockists, importers endexporters of packing materials, cartons, containers, boxes and cases made of

paper, board, wood, glass, plastic, pulp, cellulose, films, polvthene, rubber, metal,metal foils, gelatine, tin flexible, treated, laminated or such other materials relatedthereto.

19. To undertake or promote research in economio, fiscal, commercial, financial,technical and scientific problems.

20. To carryon business of timber and lumber merchants, lumber yard and sawmill proprietors and to buy, sell, prepare, for market, import and deal In timber andwood of all kinds and to carryon the business of logging and lumbering, purchasing, acquiring and leaslng timber berths.

21. To carry on the business of manufacturers, buyers, sellers, exporters andimporters of pulp, paper boards and paper products of all types and kinds end inali forms and to process and re-pack paper and paper products and to carryon the business of stationers, printers, lithographers, stereotypers, electrotypers photographic printers, block makers, photolithographers, engravers, die-sinkers,account books manufacturers, book sellers and publlshars.

22. To carryon the business of spinners, weavers, manufacturers of cotton textiles andother fibrous materials, balers and pressers ot jute cutting, lut. rejections. hempand the cultivation thereof andth. business of Ituyer., .eller. and dealer. of jute,Jute cutting, Jute reJections, jute manufacturing, hemp and other fibrous material,oil seeds and any other seeds and products and of goods or merchandise madethereof and to transact all manufacturing or cutting and preparing processes andmercantile business that may be necessary or expedient.

23. To carryon business of manufacturer. of and dealers in sports goods.

24. To sink wells and shafts, lay sown pipes, construct. Improve. maintain. developwork. manage. carry out or control any roadways. tramways, runways. branchesor sidings, bridges. telegraph lines, canals. reservoirs, water courses, sharves,sheds, hydraulic works. electric works and factories. pow.er houses, cooly linesand house. and village s,

25. To carry on business ot manufacturers of and dealers in all kind. of electricalmachinery and electrical aPParatus for any purpose and to manufacture. sell,supply end dea I in accumulators, lamps, meters, engines, dynamos. batteries,telephonic or telegraphic apparatus of any kind and manufacturers of and dealersin scientific instruments of any kind.



26. To carryon the business of fabricator. and re-rollers of all types of f.rrous andnon-ferrous metals, manufacturers of steel strips. steel pressed sections tubes. pipes and bolts, hinges. eldrops, tower bolts, roofing nails, pad bolts, door shutters, nuts, buckets, karals, gata channels, sanitary fittings, wire., wire-knlttings, wire ropes, hardware, fittings of all kinds, cutting and hand tools.

27. To carryon the business of water works engineer. and manufacturers ana suppliersof atomic powers and gas generators.

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

29. To manufacture. buy. sell. import and export cement. rayon. pulp, glal' wool, and

other sound and water proofing materials of all types.

30. To carry on Research and Development. to manufacture. buy. sell, Import andexport, to act as distributing agents. developers, processors, consultants. repairersand dealers in the field of all kinds and source' e1energy such as mechanical.electrical. heat. sound and light derived from natural and other sources includingin particular from the use of oil. gas. coal, water and other sources of energy suchas solar, geothermal wind, tides, blopas, gobar-gas, wastes and other residual products thereof and to supply, use, purchase, acquire, distribute and apply thesame for industrial. commercial, and domestic or such other purpose for providingmotive power. electric power. thermal power and other types of power for lighting, heating, cooling. refrigeration, drying. seasoning. evaporation. distillingand to develop processes. equipments instruments. apparatuses. appliances andaccessories for conversion of one type of energy to other and in connection withall the aforementioned objects, to acquire, construct, manufacture.• erect, laydown, alter. work, all equipments, instruments, apparatuses. appliances and other plant and machinery and to supply all such materials, products and things as may be necessary or convenient in connection with the production. use, storage,regulation, measurement, supply and distribution of such products by thecompany.

31. To carryon the business of manufacturer" merchants, Importers. exporters,maintalners, Mrers, processors, engineers, consultants, dealers and agents in allkinds of electrical. electronic, mechanical and optical appliances and apparatusesof every description such as lighting. radio, television. telecommunicatonrequisites, radars, computers, business machines and their components such asvalves. transistors, resistors. condensers, calls, motors. generators and their requisites, components and stores of all kinds and descriptions.



32. To buy, sell. process. improve, alter, exchange, or let On hire, import. export anddeal in all kinds of metallic alloys- iron, steel. ingots, billets, rods wires, ferrousand non-ferrous metals.

33. To carryon business of purchase and sale of Kapas, Cotton and Cotton seeds and

man-made fibres and plastic business.

34. To buy, sell, improve. alter, deal in Handicrafts, Brass Wares. China Ware.,Cutlery, Crockery, Dry fruits. perfumes. and other material that can b.conveniently dealt with by the Company and export of any other possible item,from time to time and to carryon in India or elsewhere the business Qf importers,exporters of and dealers in all kinds of industrial. personal and household goods.materials, commodities. products, articles, chattles, merchandise, live and deadstock and movable property and rights of every kind. general traders andmerchants. contractors, sub-contractors, concessionaires, storekeepers, carrierl. packing, freights and forwarding and travel agente and oontractor., wa"

housemen, trustee, brokers and te carryon trading in all branches of business andto carryon the said business either as principals ., otherwise.

35. To carryon business as manufacturers of and deale,. in building component. suchas light weight cellular re-inforced autoclaved concrete slabs and blocks for floors, walls and roofs and prestressed, precast, relnforced concrete buildingcomponent. and any other such materials related thereto.

36. To c8'l'ry on the busine.... 8f quarry proprietors, .tone and granite merchants,dealers, exporters and contractor. and to sesrch for, mine, win, raise, makemarketable, use, sell and dispose of granite stone, coal, minerals and mineralsub.tance. and products and to prepare and manufacture cement paving blocks,wax and bituminous road materials.

37. To carryon business a. manufacturers of and dealera in marble, asbe.toa, stone, bricks, clay, china, droceiaine, terracotta, earthenwares, pipe., mosaics, slates,windows, doors, shutters, ba.ins, chimney pieces, stoves, baths, sanitaryware,household fittings, damp-proof matariale, paints, vamlshes, rope., cords andfitting of every description.

38. To carryon the buslnese of hotel, restaurant, cafe, tavern, bee, house, restaurantroom and hou.e-keeper, licenced victuallers, purveyors, caterers for publicamusement entertainment generally, proprietors of clubs, dressing rooms,laundries, grounds and places of amusements, recreations. sports, tennis courts,swimming pools, entertainment parks and institution. of all kinds.

39. To manufacture, produce, compress, liquify, supply, purchase, sell, trade, importexport distribute as agents of all types of industrial, domestic, medical andcommercial gases such 8S oxygen, hydrogen, acetylene, nItrogen,



arqon.carbondloxlde, freon, dissolved acetylene, freon carconio acid in gas andliquid .torm,

40. To blllY, sell, manufacture, fabricate, repair, alte" convert, reconditions, improve,exchange, barter,,import, export, let on hire and deal in all type. of gas cylinders,

bottles, containers, receivers, corks, valves, scales, liberators, gas masks,regulators, compressors, engines, machines, laboratory equlprnents, tools andsuch other appliances, equlpments, apparatus, canvenienc •• and accessoriesconnected therewith.

41. To act •• consulting engineer •• nd managementconilUlt& . project reports and plan layouts and provide technical~supervlelon in the erection, installation,commlseloriing .: Industrial or otherwise.

42. To carryon the business as .eed merchants, 011 merch nuts, condiments and castor merchants, cake and corn, and flour merchants, bakers, biscuit makers and

confee .43. To carryon business In securities, and to deal in stocks

44. To carryon the business of steel furniture, Iron saf equipments and such other steel structural pr .- .

47: To carryon the business of helicopter-.pr..,.. •• ~ . ....,..anda, cultivations, gardensand such otheralllad ~ •• ·....,.....on of diseases, vlrua and Insecticides.

48. fo deal In, supply, manufacture, Import,.11 kind. •• c -: .'h!r. .-rume • • nd beautyaida.

49. To carryon the business of buying, selling, ~""''''''lIIaOuf.cturlng, conltructlng,devising and preparing all kind_of ••••.•••••• novelties, materials. aids,complimentary gifts, devices, designs and any other such media used for the purpose of audio-visual pUblieity and advertisement,

50. To carry on the business of advertising agenta both out-door and throughnew.papera, magazines, books, periodicals directories, scr ••••• , wall., buses,railway carriages, or through any such other media Df adverti.ement of aU type ••

51. To carryon the business of manufacturer. or processora and/or lmperters,exporter., buyer., stockist., and distributor., .nd/or de.lera .f the f.llow'ng 1-

(a) Polymers, natural or .ynthetic re.ln., plastic •• lat..... and .uCh other kinds of resins and plastic products and good. thereof.

(b) All types of compounds, drugs. dyestuffs. disinfectants an,d .t electrical photoqraphlcal, .urgical and sclentlfle apparatu. and materials.



(c) Colours. paints. enam.I.. vamlshere, lacquers, pigment. and chemicals.

(d) Pesticides and insecticides and their formulations, f.rtillze,. of all types and kinds.

52. '1'0 establish. purchase, sell, take on leas., hire or oth.rwl.e acqulre and work anV

textile mill. hendlooms, power looms, cotton ginning and pressing factory. jute,hemp or such other fibre presses •• pinning mills, weaving mill •• waste process plants for pressing merchandi.e Into bales and to buy ••• 11. Import. export, pledge. speculate, enter Into forward nansectlons or otherwise deal in jute. cotton,kapas, cotton s.ed, flex, hemp .i1kand produot,s made thereof.

53. '1'0 carry on the buslnes. of millers in all It. branche.. to .et up mm. for millingWheat Gram. Cereals Dal, Belin. Maida. Atta, SuUand other allied products. andto manufacture any bye-products. food products SUGh as Biscuits, Flakes, Daliaand confectionery from flour. of all kinds and description and to set up factoriesor mill. for the manufaoture thereof.

54. To manufacture, proce •• , fabricate, design, buy. sell, Import. export, or otherwise deal in all kind. of electrical wires and cable., insulated cables, weldingcables, D.C.C. Wire •• Super Enamelled Wires.lbare or covered by Plastic,Rubber, Cotton. Paper or PVC) conductors, low-medium and high tensioninsulators, switch gea,. made of ferrous or non-ferrous metals, silver or any other such substance thereof.

55. To manufacture, process. formulate and to draw wir.. of all kinds anddescriptions, whether of copper or aluminium or any other such metal, by any process or methods being employed or by researches on any metal or nonmetal or any other such type of material required or may be innovated in future.

56. To mannfacture sowing machines, reaping machines. thrashing machin •••tractors and all other kinds of farm implements and machinery. dairy machines,elevating machines, conveying machines, transmission machines, incubators and parts, tools and accessories requisite therefor.

57. '1'0 carry on the business of manufacturer. of and dealers in r •• dvmad. garmentsof all kinds.

58. T •• ,sl" any company or such other enterprise tn It, deatings wtlh en,Government, local, statutory and such other authority whether in india or abroadin the legitimate pursuit of its activities and to produce capital for any company or enterprises.

59. "0 carry on the business of manufacturers and dealers of woollen, hosiery goodsof every kind, nature and description for men, women and children.

60. "0 carryon the business of manufacturers of and dealers



In all kinds or carpets, durries, mats, rugs, blankets and such other similar articles of woollen and worsted materials.

61. "0 carryon the business of steam end general laundry and to wash, clean, purify, bleach, wring, dry, iron, colour, dye, disinfect, renovate and prepare for use a\l

articles of wearing apparel, household, domestic and other linen, cotton andwoollen goods and clothing and fabrics of ell kinds and to buY, sell, hire,manufacture, repair, let on hire, alter, improve, treat and deal In al\ apparatus,machines, material and articles of all kinds used for any such purpose ••

62. "0 carryon the buslnes, of Importers and exporters, shipowner., ship bullders,charterers of such other vessel., ware housemen, and Insurance brokers, oarriers,forwarding agents, and wharfingers.

63. To set up tanneries and to carry on the business as manufacturers of and dealeraIn leather and leather goods of all descriptions and of leather dresses, hldes, skins

and all things and material connected the.rewlth.

64. ,.. carry on the business of adviser. on pr.blems relating to the administration andorganisation of industry and business and to advise upon the means and methodsfor extending, developing and improving all types of business or industries and allsystems and processes relatIng to production, storage, distribution, marketing andsale of goods and/or relating to the rendering of the serviaes.

65. 1'0 purchase or otherwise acquire or carryon the business of manufacturer. of anddealers in bricks, tiles, stones, pipes, potteries, earthem or china and similar goodsand any substitutes thereof in building material of any kind, spare parts,accessories and all things used by civil, mechanical, electronic electric (includingelectric) and reirigeration .0Rtractor ••

66. round.rtakel cerry out, promote and .pon.orprogramme~fOr rUfel devetop6 mentincluding any pro.gramme for promoting social and economic welfar. or theupliftment of the people in any rural area and to incur any expenditure on anysuch programme ~f rural development and to assist execution and promotionthereof either directly or through any agency or in any other manner. Without prejudice to the generality of the foregoing, the words 'Rural Area' shallinolude·suchareas as may be regarded as rural areas under section 35-CC of the IncoOle-Tax Act. 1961 or any other such law relating Ie rural development for the time being in force or a. may be considered by the Directors of rural areas and in order to implement any of the above mentioned objects or purposes the Directors may,at theIr discretion, transfer without consideration or at such full or conceasionalvalu. as the Directors may think fit and divest the ownership of any property of tne cornpany to or in favour of any public or local body or authority or Central or Stat. Government or any public institution, Trust or Fund or any other agencydevoted to the work of rural development as approved by the Central Government.r State Government or any other appropriate authority rela 'ad thereto.



87. To erect construct, establish and provide 1111 kind. of conveniences,improvements, for customers and others and In particular locke,., safe deposits.vaults. stables, telephone and telegraph facilities, . clubs, stores provlelons, shops, baths, swimming, tanks, pools and laboratories.

68. To carryon the business of Ic. makers, ic. dealer •• refrigerating stockeepers,makers, manufacturers of and deal era In freezing and fefrigeratingagentlmixtures and chemical. of all d •• crlptlons.

69~ To carryo~ the business of stock and Iharebroke" and to deal (purchase. lind sale)in shares, securities, debentures of private and public sector companies registeredunder Companies Act, 1956 and to deal in Governmen, Securities, TrustSecurities and all other such types of securttles and actlenabl. claims and to holdthem as investments for earning profits.

70 To acquire, take up and-hold shares, stocks. debentur •• , debentures-stock •• bonds, Obligations and securities issued or guaranteed bvany Company.Corporation or authority constituted for carrying on business in India or in' anyforeign country and debentures, debenture-stocks, bonds, obligations andsecurities issued or guaranteed by any Governmant. Sovereign Ruler,Commissioner. Public Body or authority, supreme, municipal, local or otherwise,whethe' in India or any foreign country.

(19)



71. To sell export or otherwise by the themselves or through agent to carry on business as brewers, malters hop-growers and merchants, bottlers. agents anddistributors; barley and general grain-flowers, raisers, importers, processors,driers and merchants, manufacturers of and

dealers In yeast, Isinglass and other such reqUisites;

of all types manufacturers of and dealers In all kinds

of aerated, mineral and medical and medicated waters, spirits, alcohols andgeneral temperance and such other drinks, beverages, and cordials bottle stopper makers, coopers, manufactures of boxes; cartoons, paper and such other bags of all types and packing recepta-

cles and labels thereof.

72. To purchase, manufacture, produce, boll, refine, prepare, Import, export, sell andto deal in sugar, sugar candy, jaggery, sugarbeet, sugarcan., molasses, syrups andall other sugar products such as confectionery, glucose golden .yrup, alcohol andtheir by-products.

73. To carryon In India or elseWhere the buslne •• of Importers and exporters of, anddealers In all such items that are permissible under Import and Export TradePolicy of the Government of India, and also to buy and sell, either as principal to principal or as broker, Import Replenishment Licences as per the policy of theGovernment of India.

74. To carryon the buslness of hire purchase, leasing & finance company and tofinance all types of vehicles, building & estates commercial and

house hold Items, Industrial units of all types.

75. To carryon the buslness of contractors, builders, housing tlnance, broker de.ler.lind estate agents.

76 .To carryon the business of traders, dealers, manufacturer., repre.enta· tlvera,distributors, stockist, commission agent for all types of household and commercialuse items.

IV. The liability of the members Is limited.

V. The Authorised Share Capital of the Company Is Rs. 15,00,000/(Rupee. Lacs)divided into 1,50,000 (One Lac Fifty Thousand) Equity Shares of Rs. 10/-(Rupees Ten) each.

(20)



(THE COMPANIES ACT, 1956) (COMPANY LIMITED BY SHARES) ARTICLESOF ASSOCIATION

OF

I. INTERPRETATION

Unless the context otherwise requires, wordsorexperessrons contained In these Articlesshall bear the same meanlng as-tn the' Act or any statut9ry modification thereof. in forceon the date on which the Articles become blndlnq on the Company. The headings iJi themargins hereto shall not effect the construction hereof and inthese<presents, unless there be something in the subject or context in consistent therewith.

"The Act" means the Companies Act, 1956al'ldfncfudes where the context so requiresany re-enactment or statutory modification thereof for the timebeii1g in force.

"The Board" or "Board of Directors" means the Board of Directors, for the time being of the Company.

"The Directors" means the Directors, for the time being, of the Company.

"Dividend" includes bonus.

"The ManagingDirector" means the Mana ging Director, for the time.being, of theCompany.

"Month" means the calendar month.

"The Office" means the Registered Office, for the time being, of the Company.

"Proxy" includes Attorney duly constituted under a power of Attorney.

"Register" means the Register of members of the Company to be kept pursuantto Section150 of the Act.

"The Registrar" means the Registrar of the Companies of the state where the so registeredoffice of the company is situated.

"Seal" means the Common Seal of the Company.

"In Writing" and written" includes printing, Iithogtilphy and other modes of representingof reproducing word. in any visible form.

Words importing singular number shall include the plural number and vise versa.



H. PRELIMINARY

Table "A" to apply 1 Th R I t" tid' 'f "

• e egu a Ions con a ne In able "A" In Schedule "1" to th. Companies

Act" 1956 (herein after referred to as the Act) shall apply to the Company except thatsuch Regulations as are embodied in these Articlel of Association shall excludecorresponding provision in tablec"A" aforesaid.

2. The words and expresslens shall have the lame meaning .1 In the Comp.nles Act, 1956.

lit. PRIVATE COMPANY

3. fhe Company Is a Private Company within the meaning of Section 2 (35) and 3 (1)(III) of the Companies Act. 1956 and accordingly

(a) restricts the rights, to transfer Itl Ih.res In the manner as herein after provided.

(b) L1mlta the number of It. memberl to 50 (flftv) not Including

(I) personl who are In the employment of the companYi and

(II) persons who, having been formerly In the employment of the Company~ weremembers of the Company, while In that employment and have continued to be themembers after the employment cealed, provided that where two or more peraons hold oneor more shares In the Company jointly, they shall, for the purpose of thl. definition, betreated .1 a lingle member, and

(e) prohibita, any Invitation to the publlo to lul»acrlbe for any Ihare. in, or debentures of.the Company.

4. The buslneBl of the C'Ompany .hall commence loon after It I Incorporation.

IV. SHARES

Shire Capital 5. The Authorised Share Capital of the Company shall be such amount and b.

dlvid_ed into such shares as may. from time to tim •• be provided in Clause V of theMemorandum of Association with power to increase or reduce the capital and divide theshar •• in the capital of the Company for the time belngint~ Equity Share Capital andPreference Share Capital and to attach thereto respectively anY preferential, qualified or special rights, privilege. or conditions as may be determined In accordance with these present and modify or abrogate any such rights, privileges or condition. in suchmanner 81 may for the time being be permitted by the said Act. , W



(THE COMPANIES ACT, 1956) (COMPANY LIMITED BY SHARES) ARTICLES OFASSOCIATION

OF

I. INTERPRETATION

Unless the context otherwise requires, words or experessions contained In these Articlesshall bear the same meaning as in the Act or any statutory modification thereof in forceon the date on which the Articles become binding on the Company. The headings in themargins hereto shall not effect the construction hereof and In these presents, unless there be something in the subject or context in consistent therewith.

"The Act" means the Companies Act, 1956 and includes where the context so requiresany re-enactment or statutory modification thereof for the time being in force.

"The Board" or "Board of Directors" means the Board of Directors, for the time being of the Company.

"The Directors" means the Directors, for the time being, of the Company.

"Dividend" includes bonus.

"The ManagingDirector" means the Mana ging Director, for the time being, of theCompany.

"Month" means the calendar month.

"The Office" means the Registered Office, for the time being, of the Company.

"Proxy" includes Attorney duly constituted under a power of Attorney.

"Register" means the Register of members of the Company to be kept pu rsuant toSection 150 of the Act.

"The Registrar" means the Registrar of the Companies of the state where the so registeredoffice of the company Is situated.

"Seal" means the Common Seal of the Company.

"In Writing" and written" includes printing, lithography and other

• modes of representing of reproducing word. in any visible form.

Words importing singular number shall include the plural number and vise versa.



II. PRELIMINARY

Table "A" to apply . .

1. The Regulations contained In Table "A" in Schedule "1" to the Companies

Act. 1956 (herein after referred to as the Act) shall apply to the Company except thatsuch Regulations as are embodied in these Article. of

-, Association shall exclude corresponding provision in table "A" aforesaid.

2. The words and expression. shall have the •• me meaning a.- In the Companies Act.1956.

III. PRIVATE COMPANy3. fhe Company la a Private Company within the meaning of Section 2 (35)

'" ,r ">c and 3 (1) (III) of the Companies Act. 1956 and accord Ingly

(a) restricts the rights. to tran.fer It •• harea In the manner a. herein after provided.

(b) llmlll the number of It. member. to 50 (fifty) not Including

(I) peraon. who are In the employment of the company; and(II) persona who. having been formerly In the employment of the Company. weremember. of the Company. while In that emplov. ment and have continued to be themember. after the employment cea.ed provided that where two or more person. hold oneor more sheres In the Company jointly. they shall. for the purpose of thl. definition. betreated •• a .Ingle member, and

(e) prohibits. any Invitation to the publlo to .ubscrlbe for any .har •• in, or debenture. of,the Company.

4. The buslne •• of the C'Ompany Ihall commence loon aft.r It. Incorporation.

IV. SHARES

Shtre Capital 5. The Authorised Share Capital of the Company shall be .uch amount and be divided into such shares as may, from time to time, be provided in Clause V of theMemorandum of Association with power to increase or reduce th. capital and divide theshare. in the capital of the Company for the time being into Equity Share Capital andPreference Share Capital and to attach thereto respectively any preferential, Qualified or special rights, privlleg •• or conditions 8S may be determined In accordance with these present and modify or abrogate any such rights. privileges or condition. In suchmanner 8S may for the time being be permitted by the laid Act.(2)



e. (a) The.hares shall b •• t~th.'dlspo:S.I'of.th. Board ofD.tra.:tor. and they /ill".,., theDI,po,·

" •• , eftlt. DIrector.

mav allot or otherwIse dJspos. of the same to such persons at sueh

- . _. time and ensech term. and condition. a. thoy mov think fit and proper.

(b) The allotment of .hares .hall be made by the Board at Ita meeting.. ,~

-'" t J ••.•

,. An application .igned by or on behalf of an applicant for shares in the 4I:uplllJl/.' of ShM..tl$

Company, followed by an allotment of any ahare. therein, shall be an

acceptance of shares within the meaning of these Articles, and every person

who, thus or otherwise, agrees to 8'Ccept any ohares and whose name I. ..• .....~

r., entered In the Register o.f Membars.shall f-or the purpa.e of the •• Artiele.,

be 8 shareholder.

eo If by the condition. of allotment -of any sher.e, the whole or part of the

O' amount er Issue price therao.t shalL be payable by Instalment., overy In.talmant onlhar ••

such Instalment ahall, when due, be paid to the compa-ny by the the person ttl a, ~uly pl/~

who, for the time being and from time to time, shall be the registered holder ~ ",;; __

.f the share, or hia heira, executlfli" admlnl.tretor., and l.8gal tapre· t·~-':. ,-"':', J ••...

• entative ••

,. ~.:.. I f L' .-..--

I "" 1 • 1.._

,



'g, Every member or hi. helra, .xecuto,., edmlnl.trll1ors a.slgn.ea OJ other repr.- ,. 'I'/u I U•• r'

L'ab, Iy" lVI.m •••

• entatives, shall pay to Company the portion of the clIpltal repreaentec:i bV

I' hi •• hare or ahares, which may for the tlmebetng remsln unpaid thereon, In suchamounts, at such tim. or timea, and loauoh manner •• the Dlrectors shall, from time totime, jn accordan.ce with. theCompany~a regulations, requlre or fix for the paymentthereof and so long .a •. anV money'. ere due owing and unpaid to the company by anymember on any account,

such member In default ahall not be entitled. at the option of the ' ,. .'

, Directors, to exercise any right. or privilege. availabl. to him. ,.,~ :-

V. TRANSFER AND TRANSMISSION OF- SHARES

10. Without prejudice to the provision in Article 11 contained therein no .harf, fran.", of Shiro

.hall ~e transferred to 8 person who ia not a member ,of the company 80 t. other,

long iii amy person selected by Dlrectors a. ens whom it is dsalrab! • .In the

. Interest of the company to admit to membership is wllling to purchase the I. ., _ L I ., "_ a.me at the fair value as calculated by the Auditora of the Company.

I ! tc

, 1. Any ehare may be transferred I

(a) by a member or other person entitled to transfer. to any member,

(b) by.a member to any child or lineal descendant, son-in-law, father, mother of Shire.

, brother, sister,. nephew ,. niece, wife. or husband of such members.

. ..m •. ,. .

member.,



(c) In case of death of a member by his heirs, executorl, admlnl.trator • .,

-v., . by the holder of the SUccession Certificate to any child or IInesl de.cendant, son-In.law, father, mother, brother, sister •.. nephew, niece, widow or widower of suchdeceased member.

0'_, •. ., .• ",.. 12. Sub/eet '0 Section 111 ot ths Act. 'he Board of direc'oro mey alsoW"hout

",n"., wlth"u,. . .

, , eSllgn any reason thereof, refuse registration of any transfer of share.

I" ,n n, ,n, "11"11 •

to per.on not previously approved by them. But these prov/siona shall not epplv to II

transfer made pursuant to claUse 11 hereof.

, "'. ~ lIolI ••• , "'UUI t 3. If the director. r.fus. to register transf.r of any share, they .hall.send t.

the transf.re. and transferor notiee of the r.fusal, in accordance with the provision. of section 111 (2) of the Act.

VI. GENERAL MEETING

en uslness 0 the

meetJng can commence t 4. No business shall be transacted at any General Meetingunless. quorum 0'

member. Is present .

• It., 1"1t .1I1r.. t 6. All general meeting. other than the Annual General Meeting shall b.called

O'~'It." MH'/n, .

Extra-Ordinary Genel'1Jl MeetlOgs.

"fI' Annu.' •• n.", 16. (8) Subject to the provisions of the Com panies Act, 1956,

u •• "", the first Annual General Meeting -of the company shall be held Within eighteenmonth. from the date of Its incorporation.

, (b) Each Annual Genera' Meeting after the First Annual General MeetIng of



the Company shall be held within six months after the expiry of €taGh

' Accounting year or within such extended timo as It I, approved bV the Reglatrar of Companies under Section 166 of the Act.

, • 17. Subject to lectlon 190, 171 and 219 of the Companies Act. 1966, general

Not'~..' .n.,.,

IIN11n. meeting ahall be convened on not less than 3 (three) days notice to the membersend the auditors of the Company specifying the place, day and hour of the maeting withstatement of the business to be trans8cted at the meeting.

1"- ••

18. The Chairman of the Board shall be the Chairman of the General Meeting.

Cltll,,,,.,, 0/ MHlln.

18. A tleast two members entitled to vote and present In person shall form the

."",UIII'. MNII", quorum for the General Meeting.

", • ., 20. On poll every member Ihall have one vote In respect of each aha,e held

by him.

r

VII. DIRECTORS

f -- "- ~1. (a) The numb., 01 01' •• ' ••.• shall be, minimum two •••• maximum Twelve •

(4)



22. (l) The following shall be the first Directors of the Company, namely ;_ FirstDlrectorl

1. Harbans Lal Malik 2. Mrs. Neelam Malik

3. Nagesh Malik 4. Varun Malik

(ll) The Directors shall have the right to appoint Additional Director or Appointment Of

Directors within the permissible limit as laid down In Article 21 herein. Directors

23. Subject to section 313 of the Act, the Company may appotntan AlternateAlternate Director9

Director to act 8 director (hereinafter called "the Original Directors") -

during his ab •• nce, for a period of not less than 3 (three) months

from the State in which meetings of the Board are ordinarily held. An

Alternate Director shall not be required to hold any qualification shares, Director not tohold

24. The Directors shall not be required to hold any qualification shares, qualificationshares

25. Subject to the provisions of the Companies Act, 1956 and Rules framedDR~mUtneration of

irsc ors

thereunder each of the Directors shall be paid a aitting fee of Rs. 250/'

(Rupees Two hundred Fifty) for each meeting of the Board of Director. •

attended besides all travelling, hotel and other expenses Incurred by

him for attending the meeting, and for coming over from his place of

, residence to the place of the said meeting. •

26. The Directors may meet together for the despatch of business, adjourn Meeting of Directors

and otherwise regulate their meetings as they may think fit. subject to tb.



provisions of. Sections 285 to 288 of the Companies Act, 1956.

27. If any Director, subject to Section 314 of the Companies Act, 1956, being Directorsmay per.

willing shall be called upon to perform extra services or to make any form extra service

special exertion, for the purpose of the Company, the Company may

remunerate such Director either by a fixed Bum or at a percentage of

profit or otherwise as may be determined by the Board and such remu-

neratlon shall be In addition to his remuneration above provided.

28. Except a resolution, which the Companies Act. 1956, requires It speclf'· Resolution

by cally to be passed In a Board of Directors Meeting a resolution Circulation

determined by majority without any meeting of Directors and svldence bywriting to have been circulated amongst all the Dlr-ectors shall be as valid

and effective 8S a resolution duly passed at a meeting, by the Directors.

subject to the provisions of Section 289 of the Companies Act, 1956.

29. The Chairman of the Board shall take the Chair at every meeting of the Chairman

Board of Directors. If at any meeting the Chairman is not present within

10 minutes after the time appointed for holding the meeting the othe,

Directors present may choose one of them to be chairman of the meeting,

VIII. POWERS OF DIRECTORS

30. Subject to Section 197 A of the Act, the Director. may Managing DlrectOf

appoint, from time to time, anyone of them as Managln~

Director on such remuneration, terms and conditions as they may think fit

and proper, and may remove him a.d appoint some ot"er Director In hie

place as, Managing Director. if the Directors In their me.ting so desire.

(5)



P.ower to be exer- 31. Th. Board of Dlrectorl of the Company Ihall exercise the following

cMlsedtO by BO,ard at powera on behalf of the Company and it Ihall do so and only bymeanl of

ee mg on y

a resolution passed at meeting of th. Board:

(a) the power to make call. on .h.rehoJd." in resp.ot of mon.y unpaid

on their .har., ~

(b) the POWer to Illu. debenture. ;

(0) the power to borrow menev otherwlsl than on d.bentur.l; (d) the power to Investth.fundi of the Company; and

(e) the pow.rl to make loanl.

M S 32. SUbject to lectlons 197 It. .nd 383 It. of the Act, • Manager

anager or ecretary

or Secretary may be appolnt.d by the Board on .uch t.rml • • t such remuneratfon andupon auch condition. •• /'t may think f/1 'nd .ny Manager or S.cretary .0 appointed m.y b.r.mov.d by the Bo.rd.

Powers of Directors 33. WIthout preJudlc. to the g.neral pow.r conferred by th.le pr,sentl.it is

hereby expressly declared that the Dlr.ctor •• hall have the followlno pow.r.:

P 10 0 d Il) To pay the cost. charge •• nd ,xpense.. preliminary and Incid.nta'

re rmrnarv an

Incidental expenses to the promotion. ,.o/st ••.•• on and 'Itabll.hment of the Company.

o (ii) To take on leas •• purchas. or oth.rwll' acqulr. for the Companv

Acquire property • '

o h property rights or prlvll.ge.. which the Company II authorrs.d to



ng ts

acqulr •• at such prlc. and on such t.rm. and condltlona. •• they may think fit.

(iii) With the consent of the Company In G.neral M •• tlng. to 1.11. exchange

Sell and dispose of or otherwls. dl.pos. of. absolutely or conditionally. a/l or any par' .f

Property property. privilege. end undertakingl of the Company, upon such term. andcondltlens and for luch conlid.ration, .1 they may think fit.

Appointment of staff (Iv) To engage and at their discretion remove or susp.ndmanager. .g.nt.,

lecretaries, officerl, clerkl, .ervantl and other persona employed in or In connection withthe CompanY'1 business for permanent, t.mporary or Ipecial services as they may, from

tim. to time, think fit .nd to determine their powers, duties and fix their salaries or emolum.ntl and to obtain security from them, for luch period and for luch amount aa theymay think fit.

(6)



Banku,uplcy, ,xIII) To act on Ibehalf of the Company .,.. all matters re •• tlng to bankrupts

InlO/r,ney and insolvents .

• ",., ,,,,. l:on"'II" (xlv) To negotiate and enter Into any contracts and execute, ,escjnd 0'vary

them and to do all such acts, deeds and things in the name and on

." ~" behalf of the Company as they consider expedient, for or in relation to any of thematters aforesaid or otherwise for the purpose of the Company.

"''0" mo,,,, (xv) Subject to section 68A and 292 of the Act, and Regulations made

thereunder and directions Issued by the R. B. I. to borrow from any person (e), Company,

Bank. financiellnetltution or corporation and seoure

~' the payment of any sum or sums of money for the buelness of the Com.

~ pany or may themeelve. lend to the Company on security or otherwise.

IX. SEAL

Com",." ,.., 34. Th8 Board ahall provide for the .af. custody of the sell of the Company.

~ " The .eal shall not b. affixed to any instrument except In the presence of one' of theDirectors who shall sign every Instrument to which the .eal of the company shall beefflxed In hi. presenc.. The company shall. however, comply with Rule-8 of theCompant.. (Iasue of Share Certificates)

Rules. 1960.

X, ACCOUNTS

In.pecUon o( Aceoun', 36. (a) The Board shall, from time to time, dstermlne whether andto what ., ",.",be,. .xtent and at what times and places and under what condltfons or regulations the accounts and books of the Company or any of them shall be opened to theInspection of the members, not being D ireotor •.

;; _ (b) No member (not being a Director) shall have any right of Inspecting

any accounts or books of account of the Company except aa conferred by law or authorised by the Board or by the Company In General Meeting.



86 The Directors shall In all respects comply with the provisions of Section. 209, 210,211, 216, 218, 217. 220, end 221 of the Act. so far •• they are

•• ".,., ",,,',/on. . .

applicable to a private company a",d the profit and loss accounts, balance

sheet and auditor's report and every other document required by law to b. annexed or attached, a' the cas. may be, to the Balance Sheet. a. referred to In Section 21 Sf of theAct and 8 copy of the Balance Sheet, shall be s.nt

~, ",".' to every member and debenture holder of the Company, and evary trustee for thedebenture holders of the Company at least 21 days before the date of the Annual GeneralMeeting of the Company at which they are to be laid

(S)



• I C·,;· ,,~- Ill. AUDIT - r

'7. (e) 'he flrat Auditor of the Company shall b. appointed .y the Board of",., AlltIIIer Director. within one month from the date of incorporation of the Com-

pany and the auditor .0 appointed shall hold office until the .onelusion

of the first annual general me.ting. _

(b) At each annual ueneral me.ting, the company .hall appoint. an auditor A/lfHI/"Im."Ie,•• ,.

to hold offioe from the oonclusion of that me.ting until the eenclusle» ••• u •• , AIII/".,

.f next annual general meeting.

".",,,,,.,.U •• .,

(0) The remuneration of the auditor .hall be fixed by tbe Company In the AN"

annual general meeting or In such ma"n., e. the Compeny In the annual

general meeting may determine. In ca.e of auditor appointed by the

Board. his remuneration shaU be fixed by the Board.

C"II.' " •• .., I.

(d) 'he Board may fill casual vecancy In the office of auditor but while any Aul/ilet',.",.

auoh vacancy continues, the remaining auditor. if anv, may act, but

~ where ,uch veeancy I. caused by the ••• signation of auditor •• the vacancy .hall b. filledup by the Company in general meeting.

• ••• fI' ,terlal •••

88. The provisions IIOOtaJned In Section 224 to 231 of the Act •• hall apply, .flu AlIl, ••".

XII. RESERVES AND DIVIDENDS '

39. Subject to Sect/on 205 of the Act, the

Company In general meeting may dec/are dividend but no dividend .hall exceed theamount recommended by the Board. The Board may from time to time, pay to the



members such interim dividends which appear to them to be justlHed by the profit of theCompany.

40. The Board may, from time to time. as it thinks fit before recommending any

dividend .et asrde out of the profit of the company, subject to sec. 205 (2A) of theCompanies Act, 1956, any sums a. reserves to meet any contingencies or for theliquidation of any debenture •• debits or other lIabllltle. of the company, for equallaationof dividends, for repairing, Improving or

j maintaining any of the property of the company and for such other purpose.

of the company as the Board In Its absolute discretion thinks conducive to

the Interest of the company and may invest such sums to set aside

such Investment (other than .hares of the company) 8S it thinks fit

and from time •• time deal with every .uch Investment and dispose of all

or any part thereaf for the benefit of the company and may divide the reserve ,

Into such special accounts as It think. fit with full power to employ the

re' ••.• e or any part thereof In the buslnels of the Company and that without

being bound to keep the sam. separate from the oth.r "'ets.

(9) , '.'.- ".,.,~; ~



41. Any dividend may b. paId. wIthIn forty-two days from the date of fta

declaration by cheque or warrant sent by post to the registered -. .

\:..:. addre •• of the membar or person entitled or In the case of jolnt holders to I' .'.'

the registered address of that one whose name stands first on the Register

of Members and to such address a, the holders or joint holders may in

writing direct and every cheque or warrant to be sent 'hall h& made payabl •

• ~~ ':. ';.~ to the person to whom It Is sent. . ..

I v , Iii'

42. No dividend .hall be declared or paid Ixcept o.ut of the net profits -of the

\<:: •... __ O.ompany for the year after providing for depreciation aa required by the Actor ,o~t of &he previous year'1 undistributed profit arrived at after providing for depreciation and no dividend shall carry Interest as against the company.

XIII. BALANCE SHEET AND PROFH AND LOSS ACCOUNT:" .r .

~. ~'- ..

t-' . d;' The director. shaH ley -before each Annual General Meeting. Profit and los IAccount for each financial year -of the Company and Balance sheet made upto the end of the financial year of the Company duly audited by the auditor. of the Company.

(,~..:.~---:~~ -";,

\ •.••... G~'" • XIV. INDEMNITY .'. I"'{(" .•..

44. SUbject to Section 201 of the Companle. Aet, 1956, every office or agent

for the time being of the company, shall be Indemnified out of the suets of ::\:L~

I the company against any bonafide IIsblJlty Incurred by him in defending any , bonafide proce~lngs, whether civil or criminal In which judgement is given

In hi. favpur or In which h. I. acquitted Of In connection with any applica-

tion under aeotion 633 of the Act In which rel •• f I, gr@oted to him by til. court.

( " I !'



XV. SECRECY

1

45. Every Director, Chairman, Managing Director, Manager, Auditor, Member

of the Committee, Officer, Servant. agent. accountant or other person emPloyed In the buslnes. of the company shall observe strict secrecy In respect

of all transaction. of the company with Its customers and in the matters relating theretoand shall not rsvesl any of the matter. which may come to , his knowledge In thedischarge of hi. duties except when required to do so,

by directors at a general meeting of the company or by the laws of the ,~

country and except so a. may be necesaerv In order to comply with any ot <

the provi.lon In the •• present. contained and the Act.

i"_ ~ "- k

t_<.~~ . I I ' __ • _._ '

(10). ." ~~ ~. .'~

_ --- --' .• - ~ ..•. ,,~ •........... ~_. , .•..•..



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