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MEMORANDUM AND ARTICLE OF ASSOCIATION(THE COMPANIES ACT, 1956)

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

OF

NEXUS SOFTWARE INDIA PRIVATE LIMITED

I. The name of the Company is NEXUS SOFTWARE India Private Limited.

II. The Registered office of the Company will be situated in the State of Maharashtra.

III. The objects for which the Company is established are:(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS

INCORPORATION ARE:

1. To carry on the business of creation and operation of electronic marketplaces, develop, service & sell / lease software as well as hardware relating to electronic commerce through direct or electronic media, to develop a wide area communication network and to sell/lease the network or provide value added services on the network to develop, service, buy / sell computers, software, peripherals and related products to provide marketing services using all kinds of media including electronic media;

2. To undertake the designing and development of systems and applications software either for its own use or for sale in India or for export outside India and to design and develop such systems and application software for or on behalf of manufacturers, owners and users of computer systems and digital / electronic equipment in India or elsewhere in the world;

3. To set up and run electronic data processing centres and to carry on the business of data processing, word processing, software consultancy, system studies, management consultancy, techno-economic feasibility studies of projects, design and development of management information systems, share / debenture issues management and / or registration and share / debenture transfer agency;

4. To undertake and execute feasibility studies for computerization, setting up of all kind of computer systems and digital/electronic

equipment and the selection, acquisition and installation thereof whether for the company or its customers or other users;

5. To conduct, sponsor or otherwise participate in training programs, courses, seminar conferences in respect of any of the objects of the company and for spreading or imparting the knowledge and use of computers and computer programming languages including the publication of books, journals, bulletins, study / course materials, circulars and news-letters; and to undertake the business as agents, stockists, distributors, franchise holders or otherwise for trading or dealing in computer systems, peripherals, accessories, parts and computer consumables, continuous and non-continuous stationery, ribbons and other allied products and things and standard software packages.

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

1. To do all or any of the company’s main business as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others and to do all such other things as are incidental or as the company may think conducive to the attainment of the main objects or any of them.

2. To open retail and wholesale stores for selling the goods manufactured or imported by the Company and deal in as principals or as agents, distributors or as commission agents.

3. To buy wholesale or retail, repair, alter and exchange, let on hire, import, export all kinds of articles and things which may be required for the purpose of any of the main business or which is commonly manufactured, imported, exported, supplied or dealt in by persons engaged in any such business or which may seem capable of being dealt with in connection with any of the main business.

4. To arrange in India and abroad for the marketing, advertising and sale of the products and by-products of the Company and purchase of raw materials, goods and articles as are necessary for carrying on the business of the Company and, for that purpose, either to establish its own shops, agencies, or marketing organisations or to appoint selling or buying agents or distributors of both (whether individuals, firms or bodies corporate) in any place in or outside India and to allot, specify , alter or modify their areas of operation or the terms and conditions of their appointment and to pay remuneration to such selling or buying agents or distributors or both by way of such commission or in such other manner as the Company may deem fit.

5. To acquire, build, carry out, equip, maintain, alter, improve, develop, manage, work, control and superintend any electric light and gas works and power plant, telephones and any ghats, markets, reservoirs, water works, tanks, bridges, villages, roads, ways, tramways, railways, canals, aqueducts, water-courses, dikes, drains, wharves, dye works, furnaces, crushing works, hydraulic works, workshops, factories, warehouse, sheds, dwellings, offices, shops, stores, buildings, pipe lines, pumping stations, wireless installations, aerodromes and other

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works and conveniences which may seem directly or indirectly conducive to any of the main objects of the Company and to contribute to, subsidise or otherwise by taking part in any operations.

6. To establish, provide, maintain and conduct or otherwise, subsidise,

research laboratories and experimental workshops for scientific and technical research and experiments and to undertake and carry on with all scientific and technical research, experiments and tests of all kinds and to promote studies and research both scientific and technical investigation and invention by providing, subsidising, endowing or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by providing remuneration to scientific and technical professors and teachers and by providing for the award, scholarships, prizes, grants and bursaries to students or independent students or otherwise and to encourage, promote and award studies, investigations, experiments, tests and inventions of any kind that may be considered likely to assist any of the businesses which the Company is authorised to carry on.

7. To apply for, promote, and obtain any order, regulation, or other authorisation or enactment, which may directly or indirectly benefit the Company.

8. To acquire and undertake the whole or any part of the business, goodwill, intellectual property, property and liabilities of any person(s), firm(s), corporation(s) or undertaking(s), either existing or newly engaged in or carrying on and conducting any business which the Company is authorised to carry on or possession of property suitable for the purpose of the objects of the Company.

9. To apply for, purchase or otherwise, acquire any patent, patent right, copyright, trademarks, formulae, license, lease, concessions, conferring any exclusive or limited right to use or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may directly or indirectly benefit the Company; and to use, exercise, develop or grant licenses in respect of the property, rights, or information so acquired.

10. To act as agents of or enter into any arrangement with any Government or authority supreme, municipal, local railways, transport or shipping companies or otherwise that may seem conducive to the company’s objects or any of them and to obtain from any such Government, authority, railway or company any rights, privileges and concessions which the company may consider desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

11. Subject to Section 58-A and 292 of the Companies Act, 1956 and the regulations made therein and the directions issued by Reserve Bank of India to borrow, raise or secure the payment of money or to receive money as loan at interest for any of the purposes of the company and at such time or times as may be thought fit, by promissory notes, bills of exchange, hundis, bills of lading, warrants or other negotiable instruments or by taking credit in or opening current accounts or over-draft accounts with any person, firm, bank or company and whether

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with or without any security or by such other means as the Director’s may in their absolute discretion deem expedient and in particular by the issue of debentures or debenture stock, perpetual or otherwise and in security for any such money so borrowed, raised or received and of any such debentures or debenture stock so issued, to mortgage, pledge or charge the whole or any part of the property and assets of the Company, both present and future, including its uncalled capital, by special assignment or otherwise or to transfer or convey the same absolutely or entrust and to give the lenders power of sale and other powers as may seem expedient and to purchase, redeem or pay off such securities, provided that the Company shall not carry on the business of banking within the meaning of the Banking Regulations Act, 1949.

12. To purchase or import, take on lease or in exchange, hire or otherwise acquire any movable or immovable property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business and in particular any land, buildings, easements, machinery, plant and stock-in-trade and to render leasing, consultancy and advisory services to clients in the field of leasing.

13. To undertake, carry out, promote and sponsor or assist any activity for the promotion and growth of national economy and for discharging what the Directors may consider to be social and moral responsibilities of the Company to the public or any section of the public as also any activity which the Directors consider likely to promote national welfare or social, economic or moral upliftment of the public or any section of the public and in such manner and by such means as the Directors may think fit, and the Directors may without prejudice to the generality of the foregoing undertake, carry out, promote and sponsor any activity for publication of any books, literature, newspaper, etc. or for organising lectures or seminars likely to advance these objects or for giving merit award for giving scholarships, loans or any other assistance to deserving students or other scholars or persons to enable them to pursue their studies or academic pursuits or researches and for establishing, conducting or assisting any institution, fund trust etc. having any of the aforesaid objects as one of its objects, by giving donations or otherwise in any other manner, and the Directors may at their discretion, in order to implement any of the above mentioned objects or purposes, transfer without consideration or at such fair or concessional value as the Directors may think fit and divest the ownership of any property of the Company to or in favour of any Public or Local Body or Authority or Central or State Government or any Public Institutions or Trusts or Funds whose object is rural development or upliftment as the Directors may approve.

14. Subject to the provisions of Section 77 of the Companies Act, 1956, to invest and deal with money of the Company, not immediately required in such manner as may, from time to time, be thought fit subject to provisions of the Companies Act, 1956.

15. To advance money not immediately required by the Company or give credit to such persons, firms, or companies and on such terms, with or without security, as may seem expedient and in particular to customers of and others, having dealings with the company and to

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give guarantees or securities for any such persons, firms or companies as may appear proper or reasonable to the directors, to secure or undertake in any way the repayment of moneys lent or advanced to, or the liabilities incurred by any person subject to the provisions of the Companies Act, 1956.; provided that the Company shall not carry on the business of banking within the meaning of the Banking Regulations Act, 1949.

16. To establish subsidiary companies, amalgamate with, or enter into partnership or into any arrangement for sharing profits, union of interest, joint venture, reciprocal concession or co-operation with, any person or company carrying on, engaged in, or proposing to carry on or engage in, any business or transaction which the Company is authorised to carry on or engage in, or which is capable of being conducted so as to, directly or indirectly, benefit the Company, and to take or otherwise acquire and hold shares, stock, securities, obligations or other interests in any such person or company, and to subsidise or otherwise assist any such person or company.

17. To procure the Company to be registered, incorporated or recognised in or under the laws of any place outside India and to establish branches and agencies of the Company in any place of the world and to discontinue the same whenever necessary; and to appoint agents of the Company in any part of the world and to send to foreign countries employees of the Company or others with a view to promote the interest of the Company.

18. To acquire and undertake the whole or any part of the business, property or any liabilities of any person or company carrying on or proposing to carry on any business, which the Company is authorised to carry on or property suitable for purpose of the Company or which can be carried on in conjunction therewith or which is capable of being conducted so as to benefit the Company.

19. To promote any other company or companies for the purpose of acquiring or taking over all or any of the property, rights and liabilities of that company or for any other purpose which may directly or indirectly benefit the Company.

20. To issue or allot fully or partly paid shares in the capital of the Company in payment or part payment for any movable or immovable property purchased or otherwise acquired by the Company or for any services rendered to the Company.

21. To subscribe for, absolutely or conditionally or otherwise acquire and to hold and/or dispose of shares, stocks and securities or obligations of any other Company whether Indian or foreign.

22. To pay out of the funds of the Company all or any expenses which the Company may lawfully pay for services rendered for formation and registration of the Company and for promotion of any other company by it, subject to the Companies Act, 1956.

23. To insure any of the properties, undertakings, contracts, risk or obligations of the Company in any manner whatsoever.

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24. To aid and support, any person, association, body or movement, whose object is solution, settlement or surmounting of industrial or labour problems, of the promotion of science and technology, cultural activities, sports, environment, rural development and other social, welfare and recreational activities. To sponsor sports, entertainment and other leisure and recreational activities to aid and promote the Company's activities and other interests.

25. To purchase, take on lease, or tenancy or in exchange, hire, renew or otherwise acquire and hold any estate or interest and to let or sublet, in whole or in part, develop, manage and exploit lands, buildings, machinery, easements, rights, privileges, plants, stock- in-trade, business concerns, options, contracts, claims, chose-in- action, and any real and personal property of any kind necessary or convenient for any business of the Company.

26. To make donations either in cash or in kind for such objects or causes as may be directly or indirectly conducive to any of the Company's objects or otherwise expedient.

27. To establish or support or aid in the establishment and support of associations, institutions, schools, hospitals, guest houses, clubs, funds, trusts, and conveniences for the benefit of past or present employees or directors of the Company or the dependants of such persons; and to grant pensions and allowances, to make payments towards insurance; to subscribe or guarantee money for charitable or benevolent objects or useful objects for the general public.

28. To subscribe, contribute, gift or donate any money, rights or assets for any national, educational, religious, charitable, scientific, public, general or useful objects, to make gifts or donations of money or other assets to any institutions, clubs, societies, associations, trust, scientific research associations, funds, universities, colleges or any individual or bodies of individuals or bodies corporate.

29. To become member of any other bodies of person, association, institutions, clubs, societies, credit card societies, dinner club and bodies corporate including companies limited by guarantee for the benefit of the business of the Company.

30. To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies, including subsidiaries, in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies.

31. To enter into negotiation or collaboration, technical, financial or otherwise with any person or Government for obtaining any grant, license or on other terms, formulae and other right and benefits, and to obtain technical information, know-how and expert advice for the production, manufacture and export or sale of all types of goods which the Company is authorised to produce or to deal in.

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32. To create any depreciation fund, reserve, reserve fund, sinking fund, insurance fund, or any special or other fund whether for repayment of redeemable preference shares, redemption of debenture stock, depreciation for dividends, for equalising dividends, for repairing, improving, extending and maintaining any part of the property of the Company.

33. To produce gas and generate electricity necessary for the purposes of the business of the Company and to process all products resulting from or ancillary to such production.

.34. To train or pay for training in India or abroad of any of Company's

employees or officers or any candidate in the interest of or furtherance of the company's objects; and to establish training facilities for providing training to company's employees and other people.

35. To remunerate any person for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debentures or other securities issued by the Company.

36. To provide and conduct refreshment rooms, newspaper rooms, reading and waiting rooms, drawing rooms, telephones and other conveniences for the use of constituents, customers and others.

37. Subject to the provisions of any law for the time being in force, to deal in foreign exchange, either in cash or through traveller’s cheques/credit cards.

38. To sell, lease, mortgage, exchange, grant licenses and other rights over and improve, manage, develop and turn to account and in any other manner deal with or dispose of the undertakings, investments, property, assets, rights and effects of the Company or any part thereof for such considerations as may deem fit and in particular any shares, stocks, debentures or other securities of any other company whether or not having objects altogether or in part similar to those of the Company.

39. To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension for superannuation, provident fund, family pension, welfare fund or gratuity fund for the benefit of and give or procure the giving of the donations, gratuities, pensions, allowances or emoluments to any person who are or were at any time in the employment or service of the Company.

40. To take part in the formation, supervision or control of the business or operations of any company or undertaking and for that purposes to act as administrators, managers, receivers, or in any other capacity as far as permitted by law and to appoint and remunerate directors, administrator, managers or accountants or other experts or agents.

41. To distribute among the members in specific any property of the Company or any proceeds of sale or disposal of any property of the Company in the event of its winding up but so that no distribution

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amounting to a reduction of capital be made except with the sanction, if any, for the time being required by law.

42. To refer all questions, disputes or differences arising between the Company and any other person (other than a Director of the Company) in connection with or in respect of any matter relating to the business or affairs of the Company to arbitration in such manner and upon such terms as the Company and such other person may mutually agree upon in each case and such reference to arbitration may be in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or the Rules of the International Chamber of Commerce relating to arbitration, and to institute legal proceedings or defend any proceedings and to appoint Advocates, Consultants or Advisors in this behalf.

43. To take or hold mortgages, liens and charges to secure payment of the purchase price, or any unpaid balance of the purchase price of any part of the company's property of any kind sold by the company, or any money due to the company from buyer.

(C) THE OTHER OBJECTS ARE:

1. To purchase, sell, hire out, or sell on hire-purchase all kinds of motor vehicles, motor cycles, aeroplanes, launches, boats, mechanical or otherwise, sewing machines, radio sets, gramophones, pianos, and musical instruments, cameras, electric fans, cinematographic machines and apparatus, heaters, refrigerators, and other electrical domestic appliances, furniture, wooden and metallic and household equipment.

2. To engage in the business of production, buying, selling, exchange and dealing in wholesale and in retail in handicrafts, handloom materials, antiques, art goods, men’s, women’s and children’s clothing and weaving and decorative apparels of every kind, nature and description.

3. To carry on all or any of the business of engravers, die-sinkers, book-binders, block makers, draughtsmen, photographs, paper ink paint manufacturers, packaging material manufacturers, envelop manufacturers, calendar and diary printers, dealers of playing, visiting, railway, festive, complementary, wedding or other ceremonial cards or fancy cards of valentines.

4. To carry on general insurance business including fire, marine or miscellaneous insurance business and also issuing of policies of human life, to act as principal agent, special agent, chief agent and ordinary agent subject to provisions of the Insurance Act, 1938.

5. To carry on business as engineers, in all its branches, including civil, mechanical, aeronautical, sanitary, electrical, building construction, fabrication and consulting and also as contractors.

6. To undertake and execute job orders of all kinds and descriptions.7. To carry on the business of technical consultants in all their branches.

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8. To purchase, sell, develop, take in exchange or lease, hire or otherwise acquire, whether for investment or sale, any real or personal estate including lands, business, building, factories, mill, houses, shops, depots, warehouses. machinery, plant, stock in trade, mineral rights, concessions, privileges, licenses, easement or interest in or with respect to any property whatsoever for the purpose of the Company in consideration for a gross sum or rent or partly in one way and partly in the other or for any other consideration and to carry on business as proprietors of flats and buildings and to let on lease or otherwise apartments therein and to provide for the conveniences commonly provided in flats, suites and residential and business quarters.

9. To assemble, distribute, sell, export, import, trade, deal, manufacture, maintain, convert, improve, repair, service, research, develop all types of telecommunication and electronic systems, equipment, products, accessories, assemblies, apparatus, circuits, spares, components, hardware, software and services including subscribers of telecommunication equipment, electrical apparatus for line telephony or line telegraphy, including such apparatus for carrier current line systems.

10. To carry on the business of banking and finance subject to the approval of RBI under RBI Act 1934 as amended by RBI (Amendment Act) 1997 and investment companies, subject to the Banking Act and applicable laws.

11. To carry out market research and survey and to act as Registrars/ Managers in respect of company shares, fixed deposits and other financial obligations, Trustees for debenture holders and bondholders, Financial Consultants and Advisors and to assists customers in raising finance.

12. To carry on the Business of Merchant Banking Services including project counselling, suggesting suitable location, technical consultants/collaborators, financing pattern, tax benefits, preparation of feasibility reports, syndication of loans, underwriting issues of shares , bonds debentures and other securities of all types, participate in issue management of shares, bonds and debentures and render other related services and comply with formalities in connection herewith.

13. To carry on all or any of the business as buyers, sellers, traders, importers, exporters, distributors, general merchants, stockists, warehouses, commission agents, advertising agents, agents for promotion of sales, clearing and forwarding agents and the business of sourcing of all kinds of goods and materials, either manufactured, semi-manufactured or raw materials of all kinds and descriptions and to offer all services in relation to the above and to carry on agency business in all its branches and kinds.

14. To carry on the business of hirers or lessors ( with or without option of purchase) of plant, machinery and goods of every description, and real property and any estate, interest or right therein or thereover, and in particular (but without prejudice to the generality of the foregoing) (a) ships, launches, trawlers and other vessels of all kinds, (b) aircraft of all kinds, (c) all other vehicles of any kind, including wagons, carriages, locomotives and engineers whether for road, railway, colliery, or any

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other purposes; (d) machinery, plant, computer, hardware and software communication and office systems, apparatus and equipment (whether fixed or mobile) of all kinds for industrial, quarrying, mining, marine, agricultural, constructional, scientific, educational, experimental, domestic or business purposes and (e) buildings, erections, structures, roads, railways, fixtures and fittings; and to sell, let on hire, lease or license (with or without option of purchase) supply and deal with all or any of the things herein before specified and to repair and maintain the same respectively whether belonging to the company or not, and to carry on the businesses of Financiers, Consultants and Concessionaires for the promotion of the hiring and letting of the things herein before specified, and of the sale for cash or on credit or on the instalment plan or by hire purchase, credit-sale agreement or easy payment system or otherwise of goods, wares, chattels, and merchandise of every description. To lend money on purchase of any of the assets herein before mentioned or for any related purpose.

15. To carry on the business as manufacturers, producers, dealers, traders, importers, stockists, distributors or agents of all types of bulbs, lamps or tubes required or used for lighting or for industrial, domestic or any other purpose or commercial purposes and glass shells, fittings, tubes, filaments, tungsten and molybdenum wires, caps and other material, machinery’s, accessories and spares required or used for manufacture of bulbs, lambs or tubes.

16. To carry on the business of manufacturers, fabricators, processors, producers, growers, makers, importers, exporters, buyers, sellers suppliers, stockists, agents, merchants, distributors and concessionaires of and dealers in all kinds of synthetics and chemicals including petro-chemicals and formulations thereof inorganic chemicals, organic chemicals, fine chemicals and mineral based chemicals.

17. To carry on the business of manufacturers, fabricators, processors, producers, growers, makers, importers, exporters, buyers, sellers, suppliers, stockists, agents, distributors and concessionaires of and dealers in ammonium sulphate, nitrate (double salt), ammonium nitrate, calcium ammonium nitrate (nitroline stone), ammonium chloride, super phosphate, urea and other types of organic or inorganic or fertilisers of synthetic or natural origin containing nitrogen, phosphorous or other compounds or other compounds, soda ash, insecticides, PVC stabilisers, preservatives, pesticides and DDT, explosives, arms and ammunition, detonators and safety fuses.

18. To examine the prospects of exports, to quarry, smelt, calcite, refine, crush and grind, dress, amalgamate, manipulate and prepare for market, purchase, sell or deal in ores, metals and minerals of all kinds, and to carry on any other prospecting, mining or metallurgical operations and buy, sell, manufacture and deal in plant, machinery, implements, conveniences, provisions and things capable of being used in connection with prospecting, mining or metallurgical operations.

19. To produce, manufacture, refine, prepare, process, purchase, sell, import, export, or deal in linoleum, pipes, tubes, tubular structure,

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paints, adhesives, sheets, roofing, glass, furniture, fittings, electrical goods, water supply or storage equipment, floor polish, door closer, concrete mixers, elevators and building or decorative materials made of cement, stone, clay, timber, teak, board, fibre, paper, glass, rubber, plastic or other natural or synthetic substance or chemical.

20. To carry on the business as manufacturers, producers, dealers, processors, importers, exporters, stockists, agents, brokers, traders, retailers of all kinds of paper including writing, printing, wrapping and tissues, news-print paper for packing including corrugated and craft paper, synthetic papers, all kinds of boards including paper and straw boards, and all kinds of boards including paper and straw boards, and all kinds of pulp whether mechanical or chemical including dissolving pulp.

21. To carry on the business of manufacturers and dealers in capacitors, resistors, tubes, condensers, semi-conductor materials and devices, transistors, rectifiers, zonerdiodes, thermostats, integrated and hybrid circuits, relays and variators, potentiometers, connectors, printed circuits, coils, chokes, transformers, switches, volume controls, plugs, sockets. bases, aerial gear, batteries, accumulators, cables, metal and other cases, piezo electric quartz, crystals of all types including those made from synthetic materials, meters of all kinds, including those made from synthetic materials, meters of all kinds, including those for industrial, domestic and other uses, chassis, holders and covers.

22. To guarantee the payment of money, unsecured or secured by or payable under or in respect of bonds, debentures, debenture-stocks, contracts, mortgages, charges, obligations and other securities of any company or of any authority, Central, State, Municipal, local or otherwise or of any person whosoever, whether incorporated or not and generally to transact all kinds of guarantee business, to guarantee the issue of or the payment of interest on the shares, debentures, debenture-stock or other securities or obligations of any company or association, and to pay or provide for brokerage, commission and underwriting in respect of any such issue and to transact all kinds of trust and agency business.

23. To export, import, buy, sell, barter, exchange, pledge, make advance upon invest in and otherwise deal in gold, silver, stocks, shares, securities, jute, seeds, handicrafts and articles, produce and merchandise of all kinds of description either ready or for forward delivery as permissible by the objects of the Company and to make loans and advances as also finance on hire purchase basis.

24. To render engineering, technical, management and other types of skilled and other services to all types of industry or organisations in India or abroad including for office, advertising, accounting, computer, secretarial and taxation matters and without limiting the generality of the above to act as consultants.

25. To manufacture, produce, buy, sell, import, export, stock and deal in all types of machine tools, planing machines, automatic lathes, drilling machines, planogrinders, precession tools, electric motors, electrical equipment and all other electric items, all types of measuring instruments, electrical or non-electrical, die castings, screws, hoists,

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elevators, gears, trolleys and coaches, winches, air compressors, welders, refrigerators, domestic washing machines, telephones, tele-printers, public address equipment, lighting arrestors, rotators, radar equipment, valves, resistors, electronic equipment and instruments, conductors, magnetic materials, transistors and allied items.

26. To manufacture, export, buy, sell and deal in all types of batteries and battery cells including components and accessories thereof and also to carry on the business as manufacturers of and dealers in torches, toys, personal aids and other appliances working on such batteries and such items and goods, which may be useful, akin or otherwise connected with any one or more of the aforesaid items or products.

27. To carry on the business of management, technical, industrial, financial, commercial and investment consultancy, personal and labour adviser, legal and taxation advisers, consulting engineers, operational research consultants, computer service, bureau and advisers, market surveyors, project engineers, quality control and efficient experts, publication or books, periodicals or journals, exports and marketing services and/or management consultancy including rendering services like staff and management recruitment, training and placements, technical analysis of data, electronic data processing, preparation of projects and their review, critical path analysis, organisation and methods studies and other economic mathematical, statistical, scientific and other modern management services, techniques and to establish and to render any and all consultancy and other services of professional and technical nature and to enter into any contract in relation thereto.

28. Subject to the provisions of the Companies Act, 1956, to invest, apply for and acquire or otherwise employ Monies belonging to, entrusted to or at the disposal of the Company upon securities and shares with or without security upon such terms as may be thought proper and from time to time vary such transactions in such manner as the Company may think fit.

IV. The liability of the members is limited.V. The Authorised Capital of the Company is Rs. 25,00,000/- (Rupees twenty five

lakhs) divided into 2,50,000 (two lakh fifty thousand) Equity Shares of Rs. 10/- each.

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We, the several persons, whose names and addresses are subscribed hereunder, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we, respectively agree to take the number of shares in the capital of the Company, set opposite our respective names:

Name, address, description and occupation of each Subscriber

Number and type of subscribed shares taken by each subscriber

Signature of Subscriber

Signature of witnesse(s) & his name, address, description and occupation

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(THE COMPANIES ACT, 1956)

(PRIVATE COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

NEXUS SOFTWARE India PRIVATE LIMITED

I. PRELIMINARY

1. The Regulations contained in Table ‘A’’ in the Schedule ‘I’ to the Companies Act, 1956 shall apply to the Company except in as far as otherwise expressly incorporated hereinafter.

II. INTERPRETATION

2. (1) In these Regulations:-

(i) "Act" means the Companies Act, 1956, as amended, from time to time.

(ii) "Board" or "Board of Directors" shall mean the Directors of the Company for the time being.

(iii) "Company" means NEXUS SOFTWARE India Private Limited.

(iv) "Committee" shall mean any committee constituted and appointed by the Board to advise on specific matters and to undertake such matters and actions as may be mentioned.

(v) "Chairman" means the Chairman of the Board of Directors nominated and appointed under Article 75.

(vi) "Chairman of General Meeting" shall mean the Chairman of any general meeting of the Company appointed pursuant to these Articles.

(vii) "Directors" means the Directors for the time being of the Company.

(viii) "Managing Director" means the Managing Director for the time being of the Company.

(ix) "Office" means the Registered Office for the time being of the Company.

(x) "Seal" means the common seal of the Company.

(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the Company.

(3) Words importing the singular number also include the plural number and vice versa and words importing the masculine gender also include feminine gender.

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(4) Words importing persons include corporations.

(e) The headings are inserted for convenience and shall not affect the construction hereof.

III. PRIVATE COMPANY

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

(a) No invitation shall be issued to the public to subscribe for any shares in or debentures of the Company;

(b) The number of members of the Company (exclusive of persons who are in the employment of the Company, and persons, who having been formerly in the employment of the Company, were the members of the Company while in that employment and have continued to be members after the employment ceased) is limited to fifty provided that for the purpose jointly hold one or more shares in the Company, they shall be treated as a single member; and

(c) The right to transfer the shares in the Company is restricted in the manner and to extent hereinafter appearing.

IV. CAPITAL

4. The Authorised Share Capital of the Company is Rs. 25,00,000/- (Rupees twenty five lakhs) divided into 2,50,000 (two lakh fifty thousand) Equity Shares of Rs. 10/- each payable, in the manner as may be determined by the Directors, from time to time, with power to increase, reduce, sub-divide or to repay the same or to divide the same into several classes and to attach thereto any right and to consolidate or sub-divide or re-organise the shares and subject to Section 106 of the Act, to vary such rights as may be determined in accordance with the regulations of the Company.

5. The shares shall be under the control and disposal of the Directors who may allot or otherwise dispose of the same to such persons on such terms as the Directors think fit and to give any person any shares whether at par or at premium and for such consideration as the Directors may think fit.

6. The Directors may issue and allot shares in the capital of the Company as payment or part payment for any property, goods or machinery, sold or transferred or for services rendered to the Company.

V. LIEN

7. (1) The Company shall have a first and paramount lien-

(i) on every share (not being a fully-paid share), for all moneys (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and

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(ii) on all shares (not being fully-paid shares) standing registered in the name of a single person, for all moneys presently payable by him or his estate to the Company,

Provided that the Board of Directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause.

(2) The Company's lien, if any, on a share shall extend to all dividends

payable thereon. 8. The Company may sell, in such manner as the Board thinks fit, any shares on

which the Company has a lien provided that no sale shall be made:-

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists, as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

9. (1) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof.

(2) The purchaser shall be registered as the holder of the shares comprised in any such transfer.

(3) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by the irregularity or invalidity in the proceedings in reference to the sale.

10. (1) The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.

(2) The residue, if any, shall subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.

VI. CALLS ON SHARES

11. The Board may, from time to time, subject to the terms on which any shares may have been issued, and subject to the provisions of Section 91 of the Act, make such calls as the Board thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Board. A call may be made payable by installments and shall be deemed to have been made when the resolution of the Board authorising such call was passed.

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12. No call shall be made payable within one month after the last preceding call was payable. Not less than fourteen days' notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid.

13. (1) If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof, the holder for the time being in respect of the share for which the call shall have been made or the instalment shall be due shall pay interest for the same at the rate of 15 per cent per annum from the day appointed for the payment thereof to the time of the actual payment or at such other rate as the Board may from time to time determine.

(2) The Board shall be at liberty to waive payment of any such interest either wholly or in part.

14. If by the terms of issue of any shares or otherwise any amount is made pay-able at any fixed time or by instalments at fixed times, whether on account of the amount of the share or by way of premium, every such account or instalment shall be payable as if it were a call duly made by the Board and on which due notice had been given, and all the provisions herein contained in respect of call shall relate to such amount or instalment accordingly.

15. The Board may, if it thinks fit, receive from any member or any other person willing to advance the same, all or any part of the money due upon the shares held by him beyond the sums actually called for, and upon the money so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate per annum as the member paying such sum in advance and the Board agree upon. Money so paid in excess of the amount of calls shall not rank for dividends or confer a right to participate in profits. The Board may at any time repay the amount so advanced upon giving to such member not less than three months' notice in writing.

16. A call may be revoked or postponed at the discretion of the Board.

VII. TRANSFER AND TRANSMISSION OF SHARES

17. Any member desiring to sell any of his shares must notify in writing to the Board of Directors of the number of shares, the fair value and the name of proposed transferee and the Board must offer to the other shareholders, the shares offered at the fair value and if the offer is accepted, the shares or any of them are not so accepted, within one month from the date of notice to the Board, the members proposing transfer shall, at any time within three months afterwards, be at liberty, subject to Articles 18 and 19 thereof, to sell and transfer the shares to any person at the same or at the higher price.

In case of any dispute regarding the fair value of the share, it shall be decided and fixed by the Company’s Auditors whose decision shall be final.

18. No transfer of shares shall be made or registered without the previous sanction of the Directors, except when the transfer is made by any member of the Company to another member or to a member’s spouse or child or children or his/her heirs and the Directors may decline to give such sanction without assigning any reasons, subject to Section 111 of the Act.

19. The Directors may refuse to register any transfer of shares

(a) where the Company has a lien on the share; or

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(b) where the share is not a fully paid up share, subject to Section 111 of the Act.

20. Subject to the provisions of the Act and these Articles, any person becoming entitled to shares in consequence of the death, bankruptcy or insolvency of any member, or by any lawful means other than by a transfer in accordance with these presents, may with approval of the Board of Directors of the Company (which it shall not be under any obligation to give) upon producing such evidence as the Company thinks sufficient, either be registered himself as the holder of the shares or elect to have some person nominated by him, and approved by the Board of Directors of the Company, register as such holder, provided nevertheless that if such person shall elect to have his nominee registered, he shall testify the election by executing to his nominee an instrument of transfer of the shares in accordance with the provisions herein contained and until he does so he shall not be freed from any liability in respect of the shares.

VIII. FORFEITURE

21. If any member fails to pay any call or instalment of a call, on or before the day appointed for the payment of the same, the Board may, at any time thereafter during such time as the call or instalment remains unpaid, serve a notice on such member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

22. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment on or before the time, and at the place appointed, the shares in respect of which such call was made or instalment is payable will be liable to be forfeited.

23. If the requirements of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may, at any time thereafter, before payment of all calls or instalments, interest and expenses, due in respect thereof, be forfeited by a resolution of the Board to that effect.

24. When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

25. Any share so forfeited shall be deemed to be the property of the Company and the Board may sell, re-allot or otherwise dispose off, the same as it thinks fit.

26. The Board may, at any time before any share so forfeited have been sold, re-allotted or otherwise disposed off, annul the forfeiture thereof upon such conditions as it thinks fit.

27. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeitures remain liable to pay and shall forthwith pay to the Company, all calls, or instalments, interest and expenses, owing upon or in respect of such share, at the time of the forfeiture, together with interest thereon, from the time of

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forfeiture until payment, at 15 percent per annum or such other rate as the Board may from time to time determine and the Board may enforce the payment thereof, or any part thereof without any deduction or allowance for the value of the shares at the time of forfeiture, but shall not be under any obligation to do so.

28. A duly verified declaration in writing that the declarant is a Director or Secretary of the Company and that certain shares in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares and such declaration and the receipt of the Company for the consideration, if any, given for the shares on the sale or disposition thereof shall constitute a good title to such shares; and the persons, to whom any such share is sold shall be registered as the holder of such share and shall not be bound to see to the application of the purchase money, nor shall his title to such share be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture, sale or disposition.

29. The provisions of Articles 21 to 30 hereof shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of a share or by way of premium, as if the same had been payable by virtue of a call made and notified.

30. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given, the Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser's name to be entered in the Register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings, nor to the application of the purchase money, and after his name has been entered in the Register in respect of such share, the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

IX. GENERAL MEETINGS

31. All general meetings other than the annual general meetings shall be called extra-ordinary general meetings.

32. (1) The Board may, whenever it thinks fit, call an extra-ordinary general meeting.

(2) If at any time there are not within India, Directors capable of acting, who are sufficient in number to form a quorum, any Director or any two members of the Company may call an extra-ordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

(3) Subject to Section 190 of the Act, any general meeting may be called by giving to the members clear 7 (seven) days notice or a shorter notice than of 7 (seven) days if consent thereto is given by members in accordance with the provisions of Section 171 of the Act.

X. PROCEEDINGS AT GENERAL MEETINGS

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33. (1) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

(2) Two members present in person shall be quorum.

34. The Chairman if any, of the Board, shall preside as Chairman of every general meeting of the Company.

35. If there is no such Chairman or if he is not present within 15 (fifteen) minutes after the time appointed for holding the meeting or is unwilling to act as Chairman of the meeting, the Directors present shall elect one of their members to be Chairman of the meeting.

36. If at any meeting, no Director is willing to act as Chairman or if no Director is present within 15 (fifteen) minutes after the time appointed for holding the meeting, the members present shall choose one of the members to be Chairman of the meeting.

37. (1) The Chairman may with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting, from time to time, and from place to place.

(2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(3) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

(4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

38. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

39. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

XI. VOTES OF MEMBERS

40. (1) Save as herein provided, on a show of hands every member present in person and being a holder of Equity Shares shall have one vote and every person present as a duly authorised representative of a body corporate (being a holder of Equity Shares), if he is not entitled to vote in his own right, shall have one vote; and

(2) On a poll the voting rights of members shall be as laid down in Section 87 of the Act.

41. Where a company or a body corporate (hereinafter called "member company") is a member of the Company, a person, duly appointed by resolution in accordance with the provisions of Section 187 of the Act to represent such member company at a meeting of the Company, shall not, by

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reason of such appointment, be deemed to be a proxy, and the lodging with the Company at the Office or production at the meeting of a copy of such resolution duly signed by one Director or the Company Secretary or any other authorised representative of such member company and certified by him as being a true copy of the resolution shall be accepted by the Company as sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise the same rights and powers, including the right to vote by proxy on behalf of the member company which he represents, as that member company could exercise if it were an individual member.

42. Where there are joint registered holders of any share, any one of such persons may vote at any meeting either personally or by proxy in respect of such share as if he were solely entitled thereto; and if more than one of such joint-holders be present at any meeting either personally or by proxy, then one of such persons so present whose name stands first on the Register in respect of such shareholders shall be entitled to be present at the meeting. Several executors or administrators of a deceased member in whose name any share is registered shall for the purpose of this Article be deemed joint-holders thereof.

43. On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

44. (1) Subject to the provisions of Section 176 of the Act, the instrument appointing a proxy shall be in writing under the hand of the appointer or his Attorney duly authorised in writing or if such appointer is a body corporate be under its common seal or the hand of its director, or the Company Secretary or any other authorised representative. A proxy who is appointed for a specified meeting only shall be called a Special Proxy. Any other proxy shall be called a General Proxy. A Special Proxy shall be valid only for the meeting to which it relates and it cannot be used for more than one meeting.

(2) A person may be appointed as a proxy though he is not a member of the Company and every notice convening a meeting of the Company shall state this and that a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself.

45. The instrument appointing a proxy and the Power of Attorney or other authority (if any) under which it is signed or a notarised certified copy of that power or authority, shall be deposited at the Office not less than forty-eight hours before the time for holding the meeting at which person named in the instrument purports to vote in respect thereof and in default the instrument or proxy shall not be treated as valid.

46. No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has, and has exercised any right of lien.

47. Any objection as to the admission or rejection of a vote, either, on a show of hands, or, on a poll made in due time, shall be referred to the Chairman, who shall forthwith determine the same, and such determination made in good faith shall be final and conclusive.

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48. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all-purpose.

XII. DIRECTORS

49. The business of the Company shall be managed by the Directors who may pay all expenses incurred in registering the Company and may exercise all such powers of the Company as are not restricted by the Act or any statutory modification thereof for the time being in force or by these Articles required to be exercised by the Company in general meeting subject nevertheless, to any regulations of these Articles, to the provisions of the Act , and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting. Nothing shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

50. The following shall be the first Directors of the Company :-

1) Mr. Ravinder Singhania2) Mr. Vijay Goel

51. The number of Directors shall not be less than two and more than twelve.

52. No person shall be elected as a Director (except as a first Director or a Director appointed by the Directors) unless 7 (seven) days notice shall have been left at the Registered Office of the Company of the intention to propose him together with a notice in writing signed by himself signifying his willingness to be elected.

53. The Directors need not hold any qualification shares in the Company.

54. Each Director shall receive out of the funds of the Company by way of sitting fees a sum to be decided by the Board of Directors for every Board meeting attended by him.

55. If any Director, being willing, shall be called upon to perform extra services for the purposes of the Company, the Company shall remunerate such Director by such fixed sum or percentage of profits or otherwise as be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration as provided above.

56. Subject to the provision of Section 314 of the Act, the remuneration of Directors may be fixed sum or a percentage of the net profits or otherwise.

57. Subject to Section 297 and 299 of the Act, no Director shall be disqualified from his office for contracting with the Company, nor shall any Director in any way interested be avoided, nor shall any Director contracting or being so interested be liable to account to the Company for any profit realised by any such contract by reason only of such Director holding that office or of the fiduciary relations thereby established but it is declared that the nature of his interest must be disclosed by him/her at the meeting of the Directors at which the contract is determined, if his interest then exists or in any other case, at the first meeting of the Directors after he/she acquires such interest.

58. The Directors may appoint any person to be an alternate Director to act for a Director (hereinafter in this Articles called the original Director) during his absence for a period not less than three months from the state in which

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meetings of the Directors are ordinarily held, but such alternate Director shall, 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 to Section 313 of the Act.

59. The Directors shall not be liable to retire from the office by rotation.

60. The Company may, from time to time, by ordinary resolution increase or reduce the number of Directors within the limits specified in Article 51.

61. The Directors shall have the power, at any time and from time to time, to appoint any person as a Director in addition to the existing Directors but so that the total number of Directors shall not at any time exceed the number fixed for Directors in these regulations. Any Director so appointed, shall hold office only until the next following annual general meeting, but shall be eligible thereof for re-election as Director.

62. The Company may by ordinary resolution, of which special notice has been given in accordance with the provisions of Section 190 of the Act, remove any Director including the Managing Director, if any, before the expiration of the period of his office, notwithstanding anything contained in these regulations or any agreement between the Company and such Director, such removal shall be without prejudice to any contract of service between him and the Company.

63. If the Director appointed by the Company in general meeting, vacates office as a Director before his term of office is to expire in the normal course, the resulting causal vacancy may be filled up by the Board, at a meeting of the Board, but any person so appointed shall retain his office so long only as the vacating Director would have retained the same if vacancy had not occurred, provided that the Board may not fill such a vacancy by appointing thereto any person who has been removed from the office of Director under Article 62.

64. Subject to Section 58 - A and 292 of the Act, in the event of Company borrowing any money from any financial corporation or institution of Government or any Government body or a collaborator, bank, person or persons or from any other source, while any such money remains due to them or any of them, the lender concerned may have and may exercise the right and power to appoint from time to time, any person or persons to be a Director or Directors of the Company and the Directors so appointed shall not be liable to retire by rotations, subject, however, to the limits prescribed by the Act. Any person so appointed, may at any time be removed from the office by the appointing authority who may from the time of such removal or in case or others in his place. Any such appointment or removal shall be in writing, signed by the appointer and served on the Company. Such Director need not hold any qualification shares.

65. Section 283 of the Act, shall apply, regarding vacation of office by Director. A Director shall also be entitled to resign from the office of Directors from such date as he may specify while so resigning.

XIII. MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

66. The Directors may, from time to time, subject to the provisions of Section 197-A and 314 of the Act, appoint one or more of their nominee to the office of the Managing Director or Whole Time Director for such period and on such remuneration and other terms as they think fit and subject to the terms of any agreement entered into in any particular case, may revoke such

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appointment. The appointment of the Managing Director or Whole Time Director will be automatically terminated, if he ceases to be a Director.

67. A Managing or Whole Time Director may be paid such remuneration (whether by way of salary, commission or participation in profits or partly in one way and partly in other) as the Director may determine.

68. The Director, subject to Section 292 of the Act, may entrust to and confer upon a Managing or Whole Time Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions, as they may think fit and either collaboratively with or to the exclusion of their own powers and may from time to time revoke, withdraw or alter or vary all or any such powers.

XIV. PROCEEDINGS OF THE BOARD

69. The quorum necessary for the transaction of the business of Directors shall be two or one third of the total number of Directors, whichever is higher, subject to Section 287 of the Act.

70. A meeting of the Board of Directors shall be held at least once in every three calendar months and at least four such meetings shall be held in each calendar year. The Directors may meet together for the discharge of the business, adjourn and otherwise regulate their meetings and proceedings as they think fit.

71. Notice of every meeting of the Board of Directors of the Company shall be given in writing to every Director at his usual address in India or abroad.

72. A meeting of the Directors, at which a quorum is present, shall be competent to exercise all or any of the authorities, powers and discretion by law or under the Articles and regulations for time being vested in or execrable by the Directors.

73. The Managing Director or a Director may, at any time, or a Secretary upon the requisition of Director, shall convene a meeting of the Directors.

74. The questions arising at any meeting of the Directors shall be decided by a majority of votes, and in case of any equality of vote, the Chairman shall have a second or casting vote.

75. The Directors may elect a Chairman of their meeting and determine a period for which he is to hold office. If at any meeting the Chairman is not present within 15 (fifteen) minutes of the time appointed for holding the same or is unwilling to preside, the Director present may choose one of their members to be the Chairman of such a meeting.

76. Subject to the provisions of Section 292 of the Act, the Directors may delegate any of their powers, other than the power to borrow and to make calls, to issue debentures and any other powers which by reason of provisions of the said Act can not be delegated to Committees consisting of such member or members of their body as they may think fit, and they may from time to time revoke and discharge any such Committee either wholly or in part. Every Committee so formed, in exercise of powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors and all acts done by such Committee in conformity with such regulations and in fulfilment of the purpose of their appointment but not otherwise shall have the like force and effect as if done by the Board.

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77. A resolution not being a resolution required by the said Act or by these Articles to be passed at a meeting of the Directors, may be passed without the meeting of the Directors or a Committee of Directors provided that the resolution has been circulated in draft together with necessary papers, if any, to all the Directors or to all the members of the Committee then in India (to not less than the quorum fixed for a meeting of the Board) at their usual addresses in India, and has been approved by such Directors as, then, may be in India or by a majority of such of them as are entitled to vote on the resolution.

78. All acts done by a person shall be valid, notwithstanding any discovery afterwards that his appointment was invalid by reason of any defect or disqualification or had been terminated by virtue of any provisions contained in the said Act or in these Articles, provided that this Articles shall not give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have terminated.

XV. POWERS OF THE DIRECTORS

79. Subject to Section 292 of the Act, the Director shall have the right to delegate any of their powers to such managers, agents or other persons as they deem fit and may at their own discretion revoke such powers.

80. The Directors shall have powers for the engagement and dismissal of managers, engineers, clerks and assistants and shall have power of general directions, management and superintendence of the business of the Company with full power to do all such acts, matters and things deemed necessary, proper or expedient for carrying on the business of the Company, and to make and sign all such contracts and to draw and accept on behalf of the Company all such bills of exchange, hundies, cheques, drafts and other Government papers and instruments that shall be necessary, proper or expedient, for the authority and direction of the Company except such powers as by the Act or by these presents are expressly directed to be exercised by shareholders in the general meeting.

XVI. BOOKS AND DOCUMENTS

81. The Board shall cause to be kept in accordance with Section 209 of the Act proper books of account with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Company;(c) the assets and liabilities of the Company; and(d) any other particulars as may be required by the Central Govern-

ment.

82. The books of account shall be kept at the Office or at such other place in India as the Board may decide and when the Board so decides, the Company shall, within seven days of the decision, file with the Registrar of Companies a notice in writing giving the full address of that other place.

83. The books of account and other books shall be open to inspection during business hours by any Director, Registrar of Companies or other Officer of the Government authorised by the Central Government in this behalf.

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84. The books of account of the Company together with the vouchers relevant to any entry in such books of account shall be preserved in good order for a period of not less than the period provided in Section 209 (4A) of the Act.

85. At every annual general meeting the Board shall lay before the Company a Balance Sheet and Profit and Loss Account made up in accordance with the provisions of Section 210 of the Act and such Balance Sheet and Profit and Loss Account shall comply with the requirements of Sections 210, 211, 212, 215 and 216 and Schedule VI to the Act so far as they are applicable to the Company but, save as aforesaid, the Board shall not be bound to disclose greater details of the result or extent of the trading and transactions of the Company than it may deem expedient.

86. The Directors shall, if they consider it to be necessary and in the interest of the Company, be entitled to amend the Audited Accounts of the Company of any financial year/period which have been laid before the Company in a General Meeting. The amendment to the accounts effected by the directors in pursuance to this Article shall be placed before the members in a General Meeting for their consideration and approval.

87. There shall be attached to every Balance Sheet laid before the Company a report by the Board complying with Section 217 of the Act.

88. A copy of every Balance Sheet (including the Profit and Loss Account, the Auditor's Report and every document required by law to be annexed or attached to the Balance Sheet) shall, as provided by Section 219 of the Act, not less than seven days before the meetings be sent to every such member, every trustee for the holders of any debenture issued by the Company, trustee and other person to whom the same is required to be sent by the said Section, provided that the Board of Directors may in their absolute discretion instead send a statement containing the salient features of the above mentioned documents in prescribed form to every member, trustee for the holders of any debenture issued by the Company, and other person to whom the same is required to be sent by the said Section.

89. The Company shall comply with Section 220 of the Act as to filing copies of the Balance Sheet and Profit and Loss Account and documents required to be annexed or attached thereto with the Registrar of Companies.

XVII. INSPECTION OF ACCOUNTS

90. 1) The Board shall cause proper books of accounts to be maintained under Section 209 of the Act.

2) The Board shall also, from time to time, determine whether and to what extent and at what time and places and under what conditions or regulations, the accounts of the Company or any of them, shall open to the inspection of members not being Directors.

3) No member (not being a Director) shall have any right of inspecting any account book or document of the Company except as conferred by law or authorised by the Board or by the Company in General Meetings.

XVIII. AUDIT

91. The first auditors of the Company shall be appointed by the Board within one month after its incorporation who shall hold office till the conclusion of first Annual General Meeting. Only auditors of international repute shall be appointed as auditors of the Company.

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92. The Board may fill up any casual vacancy in the office of the auditors.

93. The remuneration of the auditors shall be fixed by the Company in General Meeting except that remuneration of the first or any auditors appointed by the Board may be fixed by the Board.

XIX. BORROWING POWERS

94. Subject to the provisions of Section 58 A and 292 of the Act, the Directors shall have the power, from time to time and at discretion, to borrow, raise or secure the payment of any sum of money for the purpose of the Company in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or bonds of the Company or by mortgage or charge upon all or any of the properties of the Company both present and future including its uncalled capital for the time being.

XX. SECRECY

95. Subject to the provisions of the Act, every manager, auditor, trustee, member of a committee, officer, servant, agent, accountant or other person employed in the business of the Company shall, if so required by the Board of Directors, before entering upon his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledging himself to observe strict secrecy respecting all transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors or by any General Meeting or by the law of country and except so far as may be necessary in order to comply with any of the provisions of these presents, and the provisions of the Act.

XXI. OPERATION OF BANK ACCOUNTS

96. The Director shall have the power to open Bank Accounts, to sign cheques on behalf of the Company and to operate all Banking Accounts of the Company and to receive payments, make endorsements, draw, and accept negotiable instruments, hundies and bills or authorise any other person or persons to exercise such powers.

XXII. ARBITRATION

97. Whenever any difference arises between the Company on the one hand and any of the members, their executors, administrators or assigns; on the other had and/or whenever any difference arises between the members and Directors, touching the true intent or construction or the incidence or consequences of these presents or of the statutes or touching anything then or thereafter done, executed, omitted or suffered in pursuance of these presents or of the statute or touching any breach or alleged breach or otherwise relating to the premises or to these presents or to any statute affecting the Company or to any of

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the affairs, or matters of management of the Company, including fixing of the fair value of the shares of the Company, every such difference shall be referred to the decision of a single Arbitrator if agreed by each of the two parties in difference, failing which to the decision of Arbitrators of whom one shall be appointed by each of the parties in difference and an Umpire to be appointed by the Arbitrators. The submission to arbitration shall be subject as to the mode and consequence of the reference and in all other respects to the provisions of the Indian Arbitration and Conciliation Act, 1996 for the time being in force. The decision of the single Arbitrator or two Arbitrators or the Umpire, as the case may be, shall be final and binding upon the parties in difference.

98. The costs of and incidental to any such reference and award shall be in the discretion of the Arbitrator(s) or Umpire, as the case may be, who may determine the amount thereof and the manner in which the same shall be borne and paid.

XXIII. THE SEAL

99. (1) The Board shall provide for the safe custody of the seal of the Company.

(2) The seal shall not be affixed to any instrument except by the authority of resolution of the Board or a committee of the Board authorised by it in that behalf and except in the presence of at least one Director and that one Director shall sign every instrument to which the seal of the Company is so affixed in his presence. The share certificate will, however, be signed and sealed in accordance with Rule 6 of the Companies (Issue of Shares Certificates) Rules, 1960.

XXIV. WINDING UP

100. 1) If the Company shall be wound-up, the Liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or in kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not.

2) For the purpose aforesaid, the Liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.

3) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefits of the contributories as the liquidator shall think fit but so that no member shall be compelled to accept any shares on other securities whereon there is any liability.

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XXV. INDEMNITY

101. Subject to the provision of Section 201 of the Companies Act, 1956, the Chairman, Directors, Auditors, Managing Directors and other officers for the time being of the Company and any trustees for the time being acting in relation to any of the affairs of the Company and their heirs, executor, administrator shall be indemnified out of the assets and funds of the Company from or against all suits, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or committed in or for the execution of their duties in their respective offices except those done through their wilful neglect or default. Any such officer or trustee shall not be answerable for acts, omissions, neglects or defaults of any other officer or trustee.

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Name, Address, Description and Occupation of each Subscriber

Signature of

Subscriber

Name, Address, Description, Occupation and Signature of witness or witnesses

ABSOLUTELY NO WARRANTIES ARE MADE REGARDING THE SUITABILITY OF THESE FORMS FOR ANY PARTICULAR PURPOSE. IT IS ADVISABLE THAT IMPORTANT DOCUMENTATIONS ARE PREPARED OR VETTED BY EXPERT. LEGAL ADVICE OF ANY NATURE SHOULD BE SOUGHT FROM COMPETENT, INDEPENDENT, LEGAL EXPERT IN THE RELEVANT JURISDICTION.

[ Chamber Practice ]

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