THE COMPANIES ACT, 1956

[COMPANY LIMITED BY SHARES]

MEMORANDUM OF ASSOCIATION

OF

ANUPAM RASAYAN INDIA LIMITED

Deed of Co-partnery made and entered on 18th March, 2002 BETWEEN:

1. SMT. HANSA SURESHCHANDRA DESAI, aged about 58 years business by occupation of

SURAT.

2. SONIYA SURESHCHANDRA DESAI, aged about 37 years business by occupation of SURAT.

3. SMT. PURNIMA ASHWIN DESAI, aged about 48 years business by occupation of SURAT.

4. SHRI ASHWIN JAYANTILAL DESAI, Karta and representing H.U.F. of Shri Jayantilal B. Desai,

aged about 52 years business by occupation of SURAT.

5. SHRI ANAND SURESHCHANDRA DESAI, aged about 30 years business by occupation of

SURAT.

6. SMT. MONA ANANDBHAI DESAI, aged about 25 years business by occupation of SURAT.

7. SHRI ROHAN ASHWIN DESAI, aged about 23 years business by occupation of SURAT.

8. SHRI AMAN ASHWIN DESAI, aged about 20 years business by occupation of SURAT.

AND WHEREAS the parties hereto have been carrying on Co-Partnership business of manufacture

of chemicals under the name and style of M/s ANUPAM RASAYAN, SURAT and with its principal

place of business at Plot No. 8110, GIDC Sachin, SURAT as per terms and conditions recorded

in the Partnership Deed dated 18/03/2002 and Supplementary Partnership Deed dated 28/03/

2002.

AND WHEREAS all the parties hereto who are the members of the said Co-Partnership business,

for sake of smooth working and better and effective management and improvement and

advancement of business, have agreed that all the members of the Co-Partnership or Joint

Stock Company (having its meaning as defined by Section 566 of the Companies Act, 1956) will

abide by and be subject to the declaration and regulations contained in the Memorandum and

Articles of Association following.

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AND WHEREAS the parties hereto and on the basis for dividing the profits on accounts of the

Joint Stock Company which shall be finalised within the period of six months from the date

hereof have mutually adjusted their rights and accounts in the said Joint Stock Company so as

to form incorporated Company carrying on and continuing the said business of the Joint Stock

Company in a Company to be registered under Part IX of the Companies Act, 1956 (Incorporated

Company).

AND WHEREAS all the parties hereto have agreed to get the Firm M/s ANUPAM RASAYAN,

registered as a Company under Section 565/568 of the Companies Act, 1956 and to continue

to carry on all the business and contracts alongwith the assets and liabilities whether accounted

for or not as on the date hereof.

AND WHEREAS all the parties hereto in the said Co-Partnery or Joint Stock Company have

mutually settled the shareholdings of the sub-scribed capital amongst themselves as the

members of the said Joint Stock Company in the following members:

Sr.

No.

Name of persons Paid-up

Capital

(Rs.)

No. of

Shares

%

1. Smt. Hansa Sureshchandra Desai 7,60,000 76,000 19.00

2. Soniya Sureshchandra Desai 40,000 4,000 01.00

3. Smt. Purnima Ashwin Desai 5,00,000 50,000 12.50

4. Shri Ashwin Jayantilal Desai

(Karta of Jayantilal B. Desai H.U.F.) 7,00,000 70,000 17.50

5. Shri Anand Sureshchandra Desai 7,00,000 70,000 17.50

6. Smt. Mona Anandbhai Desai 5,00,000 50,000 12.50

7. Shri Rohan Ashwin Desai 4,00,000 40,000 10.00

8. Shri Aman Ashwin Desai 4,00,000 40,000 10.00

40,00,000 4,00,000 100.00

NOW THIS INDENTURE WITNESSETH that each of the parties hereto respectively so far as

it relates to the acts and deeds of himself, his representatives, heirs, executors

and administrations both hereby covenant with each of the other of them respectively, so far

as it relates, to the acts and deeds of himself and his respective representatives, heirs,

executors and administrations and also a separate covenant with each of the other them that

the several persons, if any, who shall become members of the Company in the manner

continued in the Memorandum and Articles of Association, to be a Joint Stock Company

under the name and style specified in the Memorandum and that such Company the

members thereof shall be subject to the declaration and regulations continued in the

Memorandum and Articles of Association.

I. The name of the Company is ANUPAM RASAYAN INDIA LIMITED.

II. The Registered Office of the Company will be situated in the State of Gujarat.

I The objects for which the Company is established are:

(A) THE MAIN OBJECT OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS

INCORPORATION IS :

1. To manufacture, produce, refined, process, formulate, buy, sell, export, import or otherwise

dealing in all types of heavy and light chemicals, chemical elements, compounds including

without limiting the generally of the forgoing laboratory and scientific chemicals or any

nature used capable of being used in the pharmaceutical industries, agricultural chemical,

fertilizers, petrochemicals, industrial chemicals or any mixtures, derivatives and compounds

thereof.

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[B] THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS ARE :

1. To acquire, build, construct, improve, develop, give or take in exchange or on lease, rent, hire, occupy, allow, control, maintain, operate, run, sell, dispose of, carry out or alter as may be necessary or convenient any lease-hold or freehold lands, movable or immovable properties, including building, workshops, warehouse, stores, easement or other rights, machineries, plant, work, stock in trade, industrial colonies, conveniences together with all modern amenities and facilities such as housing, schools, hospitals, water supply, sanitation, townships and other facilities or properties which may seem calculated directly or indirectly to advance the company’s objects and interest either in consideration of a gross sum of a rent charged in cash or services.

2. To apply for, purchase, acquire, and protect, prolong and renew in any part of the world any patents, patent rights, brevets d’invention, licences, protections and concessions which may appear likely to be advantageous or useful to the company and to use and turn to account and or grant licences or privileges in respect of the same and to spend money in experimenting upon and testing and improving or seeking to improve any patents, inventions or rights which the company may acquire or proposes to acquire.

3. To establish, provide, maintain and conduct or subsidise research laboratories and experimental workshops for scientific and technical researches, experiments and tests of all kinds and devices and/or to sponsor or draw out programmes for promoting scientific, technical, social, economic and educational research and development and assist in the execution and promotion of such programmes either directly or through an independent agency or in any other manner, directly or indirectly and to secure such approvals, exemptions and/or recognitions under the Income Tax Act, 1961 and any other law for the time being in force and to promote studies and researches both scientific and technical investigations, endowing or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by providing or contributing to the award of scholarships, prizes, grants to students and generally to encourage, promote inventions of any kind that may be considered useful to the company.

4. To form incorporate, promote, purchase, acquire, undertake or takeover, the whole or any part of the business, profession, goodwill, assets, properties (movable or immovable), contracts, agreements, rights, privileges, effects, obligations and liabilities of any persons, firm or company or companies carrying on all or any of proposing to carry on or ceasing to carry on any business, profession or activities which the company is authorised to carry on or the acquisition of all or any of the properties, rights and assets of any company or subject to the provisions of the Companies Act, 1956, the control and management of the company or the undertaking of the acquisitions of any other object or objects which in the opinion of the Company could or might directly or indirectly be beneficial or advantageous to the Company and to pay all or any of the costs and expenses incurred in connection with any such promotion or incorporation or takeover or acquisition and to remunerate any person, firm or company in any manner, it shall think fit for services rendered or to be rendered for and in respect of such promotion or incorporation or takeover or acquisition or in obtaining subscription of or the placing of any shares, stocks, bonds, debentures, obligations or securities of any such company or companies, subject to the provisions of the Companies Act, 1956.

5. Subject to the provisions of applicable law to procure registration, incorporation or recognition of the Company in any country state or place and to establish and regulate agencies for

the purpose of the company’s business and to apply or join in applying to any parliament,

local government, municipal or other authority or body, Indian or foreign for any rights or privileges that may seem conducive to the Company’s objects or any of them and to oppose

any bills, proceedings or applications which may seem calculated directly or indirectly to

prejudice the Company’s interest.

6. To enter into partnership or any arrangement for sharing or pooling profits, amalgamations,

union of interest, co-operation, joint venture, reciprocal concessions or to amalgamate with any person or company carrying on or engaged in or about to carry on or engaged in any

business, undertaking or transactions which this company is authorised to carry on or engaged

in any business, undertaking or transactions which may seem capable of being carried on or conducted, so as directly or indirectly, to benefit the company.

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7. To acquire or amalgamate, absorb or merge with any other company or companies or to

form, promote subsidiaries having objects altogether or in part similar to those of this company.

8. To manage, sell, dispose off, let, mortgage, exchange, redeem, underlet, grant leases, licences,

easements or turn to account or otherwise dispose off in any manner the whole of the

undertaking or any properties (movable or immovable), assets, rights, and effects of the

Company or any part thereof, on such terms and for such purposes and for such consideration

as the company may think fit and in particular for shares, debentures, or securities of any

other company having objects altogether or in part similar to those of this Company and

in the event of winding up of the Company to distribute among the members in specie or

kind any properties or assets of the Company or any proceeds of sale or disposal of any

properties of the Company, subject to the provisions of the Companies Act, 1956.

9. To enter into arrangements with any government or authorities municipal, local or any persons

or company in India or abroad that may seem conducive to the objects of the company or

any of them and to apply for, secure, acquire, obtain from such government, authorities,

persons or company any right, privileges, powers, authority, charters, contracts, licences,

concessions, grants, decrees, rights which the Company may think desirable.

10. To pay all costs, charges and expenses of and incidental to the promotion, formation,

registration and establishment of the Company and charges in connection therewith and/ or

make donations (by cash or other assets) to remunerate by allotment of fully or partly paid

shares or by a call or option on shares, debentures, debenture-stocks or securities of this

or any other company or in any other manner, whether out of the Company’s capital or profits

to any person, firm, company assisting to place or guaranteeing the subscription of other security

of the company in or about the formation or promotion of the Company or for any other reason

which the company may think fit subject to the provisions of the Companies Act, 1956.

11. To promote or join in the promotion of any company or companies including subsidiary companies

(wholly owned or partly owned) for the purpose of acquiring all or any of the properties, rights

and liabilities of the company or for any other purposes which may seem directly or indirectly

calculated to benefit the Company and to underwrite shares and securities therein.

12. To do all or any of the above things in India or in any part of the world as principals, agents, contractors or trustees and either alone or in conjunction with others.

13. Subject to Section 58A of the Companies Act, 1956 and the rules framed thereunder and

the directives issued by the Reserve Bank of India, to borrow or raise money or to

take money on loan on interest from banks, financial institutions, government agencies, co-

operative societies, persons, companies, firm, in such manner as the Company may think

fit and in particular by the issue of debentures or debenture-stock, perpetual including

debentures or debenture stock convertible into shares of this Company or perpetual annuities

and in security of any such money borrowed, raised or received to mortgage, pledge,

hypothecate, or charge the whole or any part of the properties (movable or immovable)

assets or revenue of the Company present or future including its uncalled capital by special

assignments or to transfer or convey the same absolutely or in trust and to give the

lenders power of sale and other powers as may be deemed expedient and to purchase,

redeem or pay off any such securities. The Company shall not carry on any banking or

insurance business which may fall within the purview of Banking Regulations Act, 1949 or

the Insurance Act, 1938, respectively. 14. To make, draw, accept, endorse, discount, execute, negotiate, assign, and issue cheques,

promissory notes, drafts, hundies, bonds, railway receipts, bills of exchange, bills of lading,

warrants, debentures, and other negotiable or transferable instrument.

15. To guarantee the payment of money secured or unsecured by or payable under or in respect

of any promissory notes, bonds, debenture stocks, contracts, mortgages, charges, obligations,

instruments and securities of any company or of any authority, central, state, municipal, local

or of any person whomsoever whether incorporated or not incorporated and generally to

guarantee or become sureties for the performance of any contracts or obligations of any

person, firm or company and to guarantee the repayment of loan with interest availed from

Financial institution/s, Banks, Private Financiers, availed by any person, company, firm, society,

trust or body corporate.

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16. To guarantee or become liable for the performance of the obligations and the payment of

interest on any debentures or securities of any company, corporation or association or a

persons in which such guarantees may be considered beneficial or advantageous, directly

or indirectly to further the objects of the Company or the interest of the members.

17. Subject to the provisions of the Companies Act, 1956 to accumulate funds and to invest or

deal in with and invest money belonging to the Company in any deposits, shares, stocks,

debentures, debenture-stocks, kinds obligations, or securities by original subscription, par-

ticipation in syndicates having similar objects and to tender, purchase, exchange and to

subscribe for the same and to guarantee the subscription thereof and to exercise and enforce

all the rights and powers conferred by or incidental to the ownership thereof.

18. To open and operate current, overdrafts, loan, cash credit or deposit or any other type of

accounts with any banks, company, firm, association or person.

19. To establish, continue and support or aid in the establishment of cooperative societies,

association and other institutions, funds, trusts, amenities and conveniences calculated to

benefit or indemnify or insure employees or ex-employees of the Company or Directors or ex-

Directors of the Company or the dependants or connections of such persons and at its discretion

to construct, maintain, buildings, houses, dwelling or chawls or to grant bonus, pensions and

allowance and to make payments towards insurance and to pay for charitable or benevolent

objects, also to remunerate or make donations by cash or other assets or to remunerate

by the allotment of shares credited as fully or partly paid for services rendered or to be

rendered in placing or assisting to place any shares in the Company’s capital or any

debentures, debenture-stock or other securities of the company in or about the formation or

promotion of the Company or for the conduct of its business.

20. To undertake, carry out, promote and sponsor rural or semi urban or urban development

including any programme for promoting the social and economic welfare or uplift of the public

in any such area and to incur any expenditure on any programme of rural, semi-urban and

urban development and to assist execution and promotion thereof either directly or through

an independent agency or in any other manner.

21. To undertake, carry out, promote and sponsor or assist any activity for the promotion and

growth of national economy and for the discharging of social and moral responsibilities of

the Company to the public or any section of the public as also any activities to

promote national welfare or social, economic and without prejudice to the generality of the

foregoing, undertake, carry out, promote and sponsor any activities for publication of any books,

literature, news-papers or for organising lectures or seminars likely to advance these

objects or for giving merit awards or scholarships, loans or any other assistance to

deserving students or other scholars or persons to enable them to prosecute their studies

or academic pursuits or researches and for establishing, conducting or assisting any

institution, funds or trusts having any one of the aforesaid objects as one of its objects

by giving donations and/or contributions, subsidies and/or grants or in any other manner.

22. To donate, gift, contribute, subscribe, promote, support or aid or assist or guarantee money

to charitable, benevolent, religious, scientific, national, public or to other institutions, funds

or objects, or for any public, general or other objects and to accept gifts, bequests devices

and donations from any firm, company or persons as may be thought appropriate or conducive

to the interest of the Company.

23. To create any depreciation fund, reserve funds, sinking fund, insurance fund or any other

special fund whether for depreciation or for repairing, improving, extending or maintaining any

of the properties of the Company or for redemption of debentures, redeemable preference

shares or gratuity or pension or for any other purpose conducive to the interest of the Company.

24. Subject to Section 78 of the Companies Act, 1956, to place, reserve, distribute, as dividend

or bonus or to apply as the Company may from time to time determine any moneys received

in payment of dividend or money arising from the sale of forfeited shares or any money received

by way of premium on shares or debentures issued at a premium by the Company.

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25. To engage, employ, train, either in India or elsewhere, suspend and dismiss any agents,

managers, superintendents, assistants, clerks, coolies other employees and to remunerate any

such persons at such rate as shall be thought fit and to grant pensions or gratuities to any

such person or to his widow or children and generally to provide for the welfare of employees.

26. To refer or agree to refer any claims, demands, disputes or any other questions by or against

company or in which the company is interested or concerned and whether between the

Company and the member or members or his or their representatives or between the Company

and third party to arbitration in India or at any place outside India and to observe, perform

and to do all acts, deeds, matters and things to carry out or enforce the awards.

27. To use trademarks, trade names or brand names for the business activities products and

goods and adopt such means of making known the business and products in which the company

is dealing as may seem expedient and in particular by advertising on radio, television,

newspapers, magazines, periodicals, by circulars, by opening stalls and exhibition,

by publication of books and periodicals, by distributing samples and by ranting prizes,

rewards and awards.

28. To undertake the payment of all rent and the performance of all convenants, contracts,

conditions and agreements contained in and reserved by any lease that may be granted

or assigned to or acquired by the Company.

29. To become members of or to enter into any agreement with any institution, association or

company carrying on or which may carry on research and other scientific work of investigation

in connection with any business of Company or other trades or industries allied therewith

or ancillary thereto and to acquire shares in any such institutions, association or company

and contribute towards the capital or funds, thereof.

30. To undertake and execute any trust which may be beneficial to the Company directly or

indirectly.

31. To ensure properties, assets, undertakings, contracts, guarantees, liabilities, risks or obligations

of the Company of every nature and kind.

32. To receive donations, gifts, contributions, subsidies, grants, and other mode of receipts of

money for the furtherance of the objects of the Company.

33. To invest the funds of the Company not immediately required in Government or Semi

Government corporations, companies or firms.

34. To pay a share in the profit of the company or commission to brokers sub-agents, agents

or any other company, firm or person including the employees of the Company as may be thought fit for services rendered to the Company.

35. To employ experts, to investigate and examine into the conditions prospects, value character

and circumstances of any business concerns and undertaking and generally of any assets, concessions, properties and/or rights.

36. To open establish, maintain and to discontinue in India or overseas any offices, branch offices,

regional offices, trade centres, exhibition centres, liaison offices and to keep local or resident representative in any part of the world for the purpose of promoting the business of the company.

37. To enter into arrangement for technical collaboration and/or other form of agreement including

capital participation with a foreign or Indian company for the purpose of manufacture, quality

control and product improvements and for marketing of the products which the Company is

empowered to manufacture and/or market and to pay or to receive for such technical assistance

or collaborations, royalties or other fees in cash or by allotment of shares of the Company

credited as paid up or issue of debentures or debentures-stock, subject to the provisions

of laws for the time being in force.

38. To secure contracts for supply of the products manufactured by the company to military, civil

and other departments of the government or semi-government bodies, corporations, public

or private contracts, firms or persons and to recruit trained persons including persons retired

from defence, police, military and paramilitary forces to employ detectives.

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39. To take part in the management, supervision and control of the contracts, rights, turnkey

jobs, operations or business of any company or undertaking entitled to carry on the business

which the company is authorised to carry on.

[C] OTHER OBJECTS OF THE COMPANY NOT INCLUDED IN 'A' AND 'B' ABOVE.

1. To carry on the business as manufacturers, producers, processors, buyers, sellers, importers,

exporters and dealers in every kind and description of food and foodstuff whether vegetarian

or non-vegetarian, milk and milk products including cream, butter, ghee, cheese, condensed

milk, malted milk powders, skimmed milk, ice-cream, milk foods, canned foods, and fish

preparation, meat and meat preparation and the foods made from any substances of animal

and birds and the business of poultry farming.

2. To carry on the business of farming, agriculture and horticulture in its branches and to grow,

produce, manufacture, process, prepare, refine, extract, manipulate, hydrolize, buy, sell, market

or deal in all kinds of agricultural, horticultural, dairy, poultry and farm produces and products

including foodgrains, cereals, seeds, soyabeans, corn, corn oils, cash crops, plants, flowers,

vegetables, edible oils, meat fish, eggs, animal and human foods and food products.

3. To cultivate any plantation or other agricultural produces in all its branches and carry on

the business as cultivators, buyers and dealers in vegetables, grains, vanaspaties and all

other agricultural produces and to prepare, manufacture and render marketable any such

produces and to sell, market, dispose off or deal in any such produces either in its prepared,

manufactured or raw state and to purchase, hold, develop, cultivate any agricultural, barren

land for the purpose herein mentioned.

4. To carry on the business as travel agents, selling agents, buying agents, marketing agents,

commission agents, advertising agents, clearing and forwarding agents, estate

agents, insurance agents, brokers or representatives of any company, corporation, firm or

individual and to transact and carry on all kinds of agency business.

5. To carry on the business as printers, lithographers, stereotypers, electrotypers, photographic

printers, photolithographers, chromolitho engravers, block makers, die-makers, envelop makers,

type founders, photographers, manufacturers, dealers and designers in playing,

visiting, railways, festives, complementary and fancy cards, tickets, stamps and parchments

board, straw board, leather board, mill board, corrugated board, duplex board, triplex board,

hard board, plywood board, art board, chromo card and photo card.

6. To establish, maintain, conduct, provide and make available services as consultant, advisers

of every kind including commercial, statistical, financial accountancy, computer expert,

programmer, technical services, medical, legal, social services and to take such steps as may

be necessary for the purposes and to undertake for consideration on behalf of any client

the work of examining, inspecting and carrying out tests on any products and to issue

certificates in respect of such products.

7. To perform and undertake activities and carry on business pertaining to leasing, giving on

hire or hire purchase, warehousing, factoring, providing financial assistance by means of

leasing, giving on lease, hire or hire purchase, lending, reselling or disposing off all forms

of immovable and movable properties and assets including buildings, godowns, warehouses and

real of any kind, nature or user and all types of agricultural, industrial, domestic and other

plants, equipments and machineries, computers, electronic data processors, tabulators, air-

conditioners, medical equipments, domestic equipments or appliances or any system or products

whether industrial or consumer and all types of automobiles, aircrafts, vehicles and ships.

8. To carry on the business as manufacturers, fabricators, assemblers, processors, finishers,

repairers, buyers, sellers, importers, let on hire, purchase and dealers in any kind of machine

tools, machine tools including drilling, boring and tapping machines, milling machines, lathe

machines, grinding machines, gear cutting and gear grinding machines, and tools for

metal cutting and metal working, hammers, and forging machines, welding machines and

equipments, welding electrodes, press, sheet, metal shaping machines and equipments, wire

working and converting machines, weighing machines and weights, printing machines, cutting

machines wood working machines, sewing machine and machine tools of all types, sizes

and description.

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9. To carry on business of storing of goods, articles, food stuffs, commodities of all kinds in

refrigerators, ice chambers, deep freeze, cold storage or warehouses and for this purpose

to construct, purchase, hire, take on refrigerators, ice chambers, deep freeze and cold storage

of lease, develop ware houses, premises, buildings or units.

10. To carry on the business of textile engineers and manufacturers and dealers in textile machinery

and to manufacture, produce, repair, alter, convert, recondition, resale, hire, import, export,

market, let on hire, trade and deal in spares, plants, accessories, fittings, engineering goods,

rolling stock, hardware required for textile industries.

11. To carry on business as manufacturers, buyers, sellers, dealers, distributors, stockists,

importers, exporters, resellers clearing agents, transporters, processors in all kind of cements

including ordinary, white, coloured, portland, lime cement and cement products of all kinds

including pipe fittings, poles, roofs, bricks, prefabricated walls, blocks, tiles, covers,

asbestos sheets and by-products and joint products thereof.

12. To carry on the business as manufacturers, sellers, dealers, distributors, stockists, importers,

exporters, resellers, transporters, cleaning agents, processors of lime, bauxite, gypsum,

asbestos, limestones, fixing materials, sand, plasters, jute bags, paper bags, gunny bags,

HDPE/PP valves, and woven bags, plastic bags, packaging materials potteries, earthenwares,

sanitary wares, refractories, ceramicwares, and products thereof.

13. To carry on in India or elsewhere the business of mining, quarries and to prospect for, search

for find, get, work, process, crush, smelt, manufacture, refine, blend, clean, convert, store,

transport, buy, sell, import, export, distribute, market and deal in all kinds of mineral oil of

all kinds, minerals of all kinds, fuels of all kinds, their by-products, joint products, derivatives,

mixtures, semifinished products and ores.

14. To manufacture, buy, sell, exchange, alter, improve, import, export, market or deal in all kinds

of wires, bars and conductors including insulated wires, PVC wires, flexible wires, flexible cords,

cotton or silk braided wires, conduct wires, low and high tension paper, copper conductors,

aluminium conductors, copper bars, aluminium bus bars and their accessories.

15. To manufacture, buy, sell, distribute, import, export, market and deal in welding electrodes,

welding machines, welding fluxes, gas cylinders of all types and sizes, power batteries and

cells, torches, cooking range and other domestic appliances.

16. To carry on business as timber merchants and timber growers and to buy, sell, grow, process,

prepare for market, manipulate, import, export, market and deal in timber and woods of all

kinds and to manufacture and deal in wooden articles such as furnitures, fixtures, toys, wooden

packing cases, domestic appliances, agricultural implements, windows, doors, articles required

for construction work, wooden plants and machineries, houses, carriages, sports equipments,

chairs, stage materials, exhibition materials, coaches, vehicle bodies and to buy, clear, work,

develop and deal in timber estates.

17. To carry on in India or elsewhere, the business of producing, processing, manufacturing,

formulating, using, acquiring, storing, refining, packing, transporting, distributing, importing,

exporting and dealing in every kind and description of fertilizers, manures, chemicals, organic

or inorganic chemicals, flouro chemicals, heavy chemicals, fine chemicals, speciality chemicals,

acids, alkalies, agrochemicals, industrial chemicals, laboratory chemicals, fatty acids, cellulose

derivatives, furfural and its derivatives, starch derivative, nitrates, flouroides, sulphates, sulpher

salts, tanins, chemical auxiliaries, disinfectants, PVC compound, fibre glass, all kinds of gums

and gums derivatives, carbon black caustic soda, soda ash, conductive polymers, triopolymers,

cellulose polymers, ethyl cellulose, hydroxy ethyl, nitro cellulose, carboxy methyl cellulose and

its salts, micro crystalling cellulose powder, heavy waters, radio isotopes, nuclear reactors

and atoms.

18. To carry on the business as manufacturers, purchasers, sellers, processors, refiners, exporters,

importers, and dealers in every kind or description of gases including oxygen, hydrogen,

nitrogen, argon, acetylene and its compounds, by-products, joint products, ancillary products

and its derivatives.

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19. To carry on the business as civil engineer, mechanical engineer and for the purpose to build,

erect, execute, administer, construct, alter, maintain, enlarge, pull down, remove or replace

and market, deal in work, manage and control any buildings, structures, offices, factories,

mills, shops, machinery, engineers, road ways, bridges, reservoirs, water house, wharves,

electric works, tramways, railways, branches, or sidings, docks, harbours, canals, irrigations,

reclamation, sewage, drainage and conveniences of all kinds.

20. To carry on in India or elsewhere the business of processing, converting, producing, manufacturing, formulating, using, buying, acquiring, storing, packing, selling, marketing, transporting, importing, exporting and disposing of all types and description of drugs, drug, intermediates synthetic drugs, medicines, vitamins, antibiotics, basic drugs, pharmaceuticals, biological products, food stuffs for human and animal use, gelatine capsules, sugar, agrochemicals, bio-chemicals, pesticides, fungicides, germicides, insecticides, weedicides, dye- stuffs, intermediates, textiles auxiliary, colours, acids, varnishes, paints, pigments, synthetic resins, plasticizers, cosmetics, powders, creams, preparation for the teeth, toilet requisites, detergents, surface active agents, cleaning agents, soaps, glasses, pottery, terracotta, artificial stones, cokes, explosives, photographic materials and industrial chemicals.

21. To carry on the business of investment company and to invest in and acquire and hold shares, stocks, debentures, debenture-stocks, bonds, obligations and securities issued or guaranteed by any company, firm, person, local authority or institution whether in India or elsewhere and also carry on the business for to buy and invest in National Saving Certificate, Unit Trust of India, Public Provident Fund and other government schemes existing from time to time.

22. To provide package of investment services by acting as managers to the public issue of shares, debentures, debenture bonds, securities by underwriting and to act as issue houses.

23. To carry on business as manufacturers, buyers, sellers, dealers, distributors, exporters, importers, hirers, stockists, surveyors, valuers, agents, clearing agents, processors, assem- blers, repairers, erection and commissioning of agricultural implements, equipments and machineries of all types and sizes either power driven or hand operated including harvesters, thrashers, winnowers, cultivators, seeds and fertilizer drillers, sprinklers, dairy machines, elevating machines, conveying machines, transmission machines, tractors, sprayers, hullers, hand and industrial blowers, drilling machines, oil engines, diesel engines, kerosene engines, petrol engines, internal combustion engines and their raw materials, components, semifinished goods, accessories and spare-parts.

24. To carry on the business as manufacturers and dealers in all types of electrical, electronic, mechanical, microprocessor based, electro-mechanical computerised equipments including X- ray machines, ultra sound machines, scanners ECG machines, echo cardiographic machines, electro surgical instruments and digital Blood Pressure instruments required for medical, surgical operations, hospitals, dispensaries, medical centres, research laboratories, educational institutions, scientific and other institutions or organisations or companies.

25. To carry on the business as electroplaters, nickelplaters, chromium platers, metalsprayers, oxidisers, anodisers and metalplaters, general painters, varnishers, lacquerers, enamellers, polishers, welders, braziers, gilders, goldsmiths, silversmiths, watchmakers and jewellers.

26. To carry on the business as manufacturers and dealers in metal wares, glass-wares, leatherwares, research equipments and appliances.

27. To manufacture, fabricate, assemble, buy, sell, market, let on hire, import, export, repair, maintain and deal in all kinds and description of automobile, whether propelled or assised by means of petrol, spirit, gas, mineral oil, electricity, animal, atomic or any kind of fuel or power or energy including autocycles, motorcycles, scooters, mopeds, motor cars, auto rickshaws, trucks, tractors, delivery vans, tankers, lorries, buses, minibuses, metador tempo, motor boats, motor launches or other vehicles and their spareparts, components, accessories and ancillary equipments, including automotive equipments, axles, hydraulic jacks, airbrakes equipments, suspension units, pressed steel cabs, bearing, piston rings, crank shafts, truck bodies, tyres and tubes.

28. To set up, operate, fabricate, market and deal in steel furnace, steel rolling mills, steel rolling

plant and to re-roll mild, low, medium, high carbon and alloy steel and alloy cold rolled and

hot rolled strips, refine alloy and manufacture ingots, skelped billets of special steel and alloy

steels and to act as steel makers, steel converters ship breakers and to manufacture

metallurgical products in all forms.

10

29. To manufacture, produce, trade, export, import, market and deal in re-rolled sections of all

sizes and specifications of ferrous and nonferrous, including angles, bars, flats, plates,

rods, rails, rounds, octagons, hexagons, joint channels, sheets, strips, plates and cold twisted

bars and other structures, steel extruded sections, forgings and to manufacture and deal in

domestic goods made up of any metals and to manufacture and deal in steel and aluminium

furniture and foils manufactured from aluminium and other ferrous and non-ferrous metals.

30. To carry on the business of manufacturers, fabricators, exporters of and dealers in wrought

iron, pig iron, copper, brass, aluminium and other metals, metal alloys and scrap metals,

skullcap and metallic residue and or compounds or products of any kind or description whatever.

31. To carry in India or elsewhere the business of designing, engineering, fabricating, manufac-

turing, assembling, marketing, importing, exporting, selling, purchasing, leasing, distributing,

supplying on turnkey basis or servicing, maintaining, erecting and commissioning, repairing

and dealing in earth moving machineries, road making and construction machineries including

power plants, road rollers, mixer machines and weight lifting machineries including chainpulley

locks, graded chains, mobile crane, overhead cranes, fork lift, passenger lift, elevators,

vibrators, hydraulic jacks, excavators, air compressor, reduction gears, speed reducers, fire

fighting equipments and plants, machinery and structures required for refining, processing,

testing, storing, converting and transporting of all types of mineral oils, their by-products and

ancillary products.

32. To carry on in India or elsewhere the business as manufacturers, producers, fabricators,

processors, buyers, sellers, assemblers, importers, exporters and dealers in electrical,

electronic or electromechanical or mechanical equipments, appliances, machineries, their

components, accessories, spareparts and systems required for industrial, agricultural, domestic

or other purposes including all types of meters, measuring instruments, testing instruments,

calibrating instruments, protection, auxillary and other relays, sonic or ultra sonic equipments,

radars, computers, minicomputers, data processing equipments, micro processor based

equipments, microwave equipments, control system or equipments, equipments required for

atomic reactors and space applications, control systems, audio visual communication equip-

ments, image and document production equipments, broadcasting and cinematographic

equipments, testroom equipments, scientific instruments, medical and surgical equipments,

oscilloscopes, electric motors of all types, electric furnaces, cremation furnaces, instrument

transformers, current transformers, potential transformers, power line carrier communication

equipments, telemetering equipments, bus ducts, tap changers, tensile testing equipments,

switches, switch and control boards, control panels, time switches, radio control switches, c ircuit

breaker of all types, switch gears and control gears, porcelain insulators, starters, boosters,

rectifiers, low and high voltage transformers, vacuum gauges, television sets, tape recorders,

video games, receiver sets, amplifiers, audio systems, calculators, electronic components

including capacitors, transistors, electric and electro-mechanical parts, printed circuit boards,

diodes, resistors, indicators, transformers, ferrites tubes, television tubes, picture

tubes, incandescent lamp, miniature lamps and tubes, integrated circuits, thyristors, lamination

sheets, stamping, all types of insulating materials, fuses, floppy disc, magnetic tapes,

magnetic disc, record players, changers, zip fasteners, watches, water filters valves,

pressure vessels and gauges, heat exchangers, dehumidifiers and corrosion control

equipments and arms and ammunition required for defence.

33. To carry on the business as transporters, couriers and carriers of every kind and description

of goods, materials, luggages, merchandise, animals or passengers boxes covers, cards,

papers and valuable articles from place to place either by air or by land or river or sea

or partly by sea or river and partly by land or air and for the purpose own, hire, take on

rent, give on rent, sale, purchase, market and deal in motor vehicles, aeroplanes, animal

drawn vehicles, car, ships, steamer, trucks, buses, minibuses and to carry on the business

of general carriers, railway and forwarding agents, clearing agents, warehousemen, storekeep-

ers, bonded caremen and common caremen and for the purpose to own, hire, lease, take

on rent, give on rent any buildings, warehouse or other facilities and to operate, establish,

own and maintain garages, service stations, workshops, terminal freight point and to store,

repair, rent and lease motors, buses, automobiles or other vehicles.

11

34. To carry on the business of designing, engineering, fabricating, manufacturing, assembling,

marketing, importing, exporting, selling, purchasing, leasing, distributing, supplying, on turnkey basis or servicing, maintaining, erecting and commissioning, repairing and dealing in all kind and description of industrial plants, petro-chemical plants, cement plants including rotary kilns and

fluxo packers, fertilizer plants, chemical vessels, sugar plants, edible and non-edible oil extraction plants, pulps, pulp and paper manufacturing plants, pollution control equipments, crystalliser plants, bottling plants, drying plants, power plants, coal and material handling plants, dairy

plants, plastic processing machinery, cement machinery, beverage machinery, air conditioning and refrigeration plants and their machineries, components, accessories, ancillary equipments, instruments and appliances.

35. To carry on the business as manufacturers, buyers, purchasers, sellers, processors, producers,

importers, exporters, researchers, developers, consultants, advisors and dealers in every kind

and description of ceramics, ceramic products, technical alumina, alumina products, their

rawmaterials, by-products, joint products, auxiliary products and allied products including alumina

titania ceramic textile thread guides, alumina ceramic seals, alumina nozzles, alumina and zercon

granules, industrial grade ceramic wool, ceramic deburring and grinding media, ceramic coating,

ceramic cutting tools, oxide ceramics of boron-nitril, titania alumina and zercon based ceramics,

assorted alumina products and potteries.

36. To carry on the business of extracting, refining, processing, blending, dealing, purchasing,

selling, edible or non-edible oils, rasa, rasayana, fats, basic substances, elements or ingredients

from all types of oil seeds, cash crops, seeds, food grains, cereals, nuts, cakes, agricultural

produces, vegetables, leaves, roots, flowers, herbs, plants, shrubs and trees and for the purpose to

run or carry on extraction plants, processing or refining plants and all other allied activities and to

deal in purchase, sell, export, .import, or market such resultant products or produces and their

derivatives, by-products, joint products, finished products, raw materials or semi-processed materials.

37. To carry on the business as buyers, sellers, exchangers, importers, exporters, assemblers,

distributors, repairers, or dealers in all the accessories, raw materials, spare parts and components

required for the purpose of the business of the Company.

38. To carry on business as organiser, developer, contractor or owner or dealer of any land,

residential buildings, commercial buildings, shops, offices or any other buildings, and for the purposes

to purchase, take on lease, acquire, hold, develop, prepare building sites, construct, reconstruct, repair,

maintain, pull down, alter, improve, decrease, furnish, sell, market, give on hire, purchase or on

instalment or deal in any lands, residential buildings, commercial buildings, shops, offices, club

houses, works and sanitary conveniences of all kinds and to lay out roads, drainage pipes, water

pipes and electric installations and to set apart lands for pleasure, gardens and recreation

grounds or improve the land or any part thereof.

39. To carry on in India or elsewhere, the business of producing, processing, converting manufacturing, formulating, factoring, using, buying, acquiring, storing, refining, packaging, selling, marketing, transporting, distributing, importing, exporting, and dealing in all kinds and description of petrochemicals, petroleum products its by-products, joint products, ancillary products and derivatives thereof whether in liquid, solid, flake or gaseous form, including benzene, ethylene, propylene, polypropylene, propane, ethane, butenes, butadiene,isoprene, rubber, naphtha, methane, methanol, melamine, naphthalene, cyclohexanone, phenol, acetic acid, calcium acetage, vinyl acetates, polyurathanes and polyurathanebased chemicals, polyols and cynides of all kinds, disocynides, phosegene, polycarbonates, ammonig, caprolactram, adipic acid, hexamethylene, diamine, amine compounds of lower and higher olifenes or thoxylene, phthalic anhydride, alkyd resins, polyster fibres and films, mixed xylenes, paraxylene, metaxylene, toluene, cumene, styrene, polymer products of all types including block polymers, graft polymers,random polymers, co-polymers, homo polymers, acrylonitrte co- polymers, butadiene styrene acrylonitrite terpolymers, butadine styrene, polysaccharide of all kinds, synthetic rubbers, acrylonitrite rubber, styrene butadiene rubber, methacrolein, maleic anhydride, methacrylates, urea, formaldehyde, fibres of all kinds, inluding acrylic fibres, carbon fibres, polypropylene fibres, polyvinyl alcohol fibres, opticle fibres, polycarbonate resins, formaldehyderesins, polyvinyl acetate resins, nylons of all kinds, hydrogen cyanide, poly methyl purified terephattalic acid, dimethyl terephtalate, poly vinyl chloride, acetylene, ethylene dichloride, ethylene oxide, ethylene glycol, polyglycols of

ethylene, paraxy lenes, poly stryrene, poly propylene, isopropanel, acetone, propyline oxide, propylene glycol, acrylonitrile, acrolein, acrylicesters, ally chloride, epichlorhydrin, epoxy

12

resins, plastics of all types, oxides of all types, chlorinated hydrocarbons, halogenated hydrocarbons, aliphatic and aromatic alcohols, ketones, aromatic acid, anhydrides, linear alkyl benezene, linear alkylbenezene sulfonates, quanternary ammonium compounds, alcohol ephoxylates, alcohol ephoxysulphates, monomer and polymers of vinyl acetate, vinyl choloride, esters of ortho meta and pera and terephthalic acids, lubricating oils, transformer oils, furance oils, and polymers in all their forms like resins, fibred sheets, mouldings and castings.

40. Subject to the provisions of law applicable to carry on in India or elsewhere the business of

running hotels, motels, restaurants, coffee houses, eating houses, lodging houses, boarding

houses, flight kitchens, club houses, holiday resorts, holiday homes, travels and tours, health

clubs, swimming pools, rest houses, entertainment houses and for this purpose to purchase, give

on hire, construct, build, manage, improve alter, demolish.

41. To carry on in India or elsewhere the business of manufacturing, producing, processing, sizing,

drawing crimping, twisting, texturising, blending, mixing, purchasing all kinds of natural and man-

made fibres, fibre yarns, fibre cords, cotton yarns, polyester staple fibres, jute, wool, silk, core, art

silk, nylon fibres, staple fibres, fabrics, plastic fabrics, synthetic and other fibrous materials, cloths,

dressing materials, furnishing materials, handicrafts, khadi uniforms, readymade garments, apparels,

carpets, blankets, padding, knitted goods, decorative materials, woven bags, hosiery, gloves,

sewing threads, ropes, covers and packing materials.

42. To carry on the business as finance industrial enterprises and promote of Companies engaged in

industrial and trading business and to manage syndicates in securities, finance and real estate.

43. To carry on the business as importers, exporters, buyers, sellers, dealers, principal or agent in all kinds of plant and machineries, equipments and instruments, articles, apparatus, appliances, accessories and fittings for the objects of the company.

IV. The Liability of the members is limited.

V. Authorised Share Capital of the Company is INR 125,00,00,000/- (Rupees One Hundred and Twenty-Five

Crores) divided into 12,50,00,000 (Twelve Crore Fifty Lakh) Equity Shares of face value INR 10/- (Rupees

Ten) each, with power to increase or reduce capital of the and to divide the shares in the capital for the time

being into several classes and to attach thereto respectively such rights as may be determined by or in

accordance with the Article of Association of the Company and to vary, modify, amalgamate or abrogate any

such rights in such manner as may for the time being be provided in the Article of Association of the Company

Clause V. of Memorandum of Association Altered Vide Ordinary Resolution Passed at Extra Ordinary General

Meeting of Members held on 09.11.2020.

VI. The Present subscribed capital of the Company is Rs. 40,00,000/- (Rupees Fourty Lacs) divided into

4,00,000 (Four Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each as under :

Sr.

No.

Name of persons Paid-up

Capital

(Rs.)

No. of

Shares

%

1. Smt. Hansa Sureshchandra Desai 7,60,000 76,000 19.00

2. Soniya Sureshchandra Desai 40,000 4,000 01.00

3. Smt. Purnima Ashwin Desai 5,00,000 50,000 12.50

4. Shri Ashwin Jayantilal Desai

(Karta of Jayantilal B. Desai H.U.F.)

7,00,000

70,000

17.50

5. Shri Anand Sureshchandra Desai 7,00,000 70,000 17.50

6. Smt. Mona Anandbhai Desai 5,00,000 50,000 12.50

7. Shri Rohan Ashwin Desai 4,00,000 40,000 10.00

8. Shri Aman Ashwin Desai 4,00,000 40,000 10.00

40,00,000 4,00,000 100.00

VII The business assets and liabilities of M/s. Anupam Rasayan shall vest in the Company at their net values (i.e. total assets less total liabilities) in accordance with provisions of Section 575 of the Companies Act, 1956.

13

TABLE ‘A’

M/s. ANUPAM RASAYAN BALANCE

SHEET AS ON 30/08/2003

PARTICULARS AMOUNT

(RS.)

AMOUNT

(RS)

ASSETS

Fixed Assets 9,22,27,557

Investments Nil

Current Assets 7,14,44,722

Loans & Advances 1,50,51,573

CASH & BANK 32,53,403

PRELIMINARY EXPENSES Nil 18,19,77,255

TOTAL - 18,19,77,255

LIABILITIES

Partner’s Fixed Capital 40,00,000

Partner’s Current Capital 4,35,48,781

Loan Funds 8,54,55,327 13,30,04,108

CURRENT LIABILITIES 4,89,73,147

TOTAL - 18,19,77,255

14

IN WITNESS WHEREOF We the several persons being parties to these presents, whose names and address are subscribed are desirous of being formed into Joint Stock Company as defined in Section 566 of the Companies Act, 1956.

In pursuance of This Memorandum of Association, and we have taken number of shares in the capital of the Company set out opposite our respective names.

Names, Address, descriptions, occupations and

signatures of subscribers

Number of Equity Shares taken by each subscribers

Signature, Name, address, description and occupaton

of the witness

1. Hansaben Desai W/o. Sureshchandra Desai 5, Jantanagar, Opp. Kapadia Health Club,

76,000 (Seventysix Thousand)

New Civil Road, Surat. Business Sd/-

2. Soniya Desai 4,000

D/o. Sureshcandra Desai 5, Jantanagar, Opp. Kapadia Health Club,

(Four Thousand)

New Civil Road, Surat. Business Sd/-

3. Anand Desai S/o. Sureshchandra Desai 5, Jantanagar, Opp. Kapadia Health Club,

70,000 (Seventy

Thousand)

Common witness for

All the Subscribers

New Civil Road, Surat. Business Sd/- Mohanlal Baid

4. Mona Desai W/o. Anand Desai 5, Jantanagar, Opp. Kapadia Health Club,

50,000 (Fifty

Thousand)

S/o. Dhanraj Baid

1020, Ambaji Market,

Kamela Darwaja

New Civil Road, Surat. Business Sd/-

Ring Road,

Surat - 395 002

5. Purnima Desai W/o. Ashwin Desai 40, Jaldarshan Society, Nr. Umrigar School, Surat.

50,000 (Fifty

Thousand)

Company Secretary

Sd/-

Business Sd/-

6. Ashwin Desai S/o. Jayantilal Desai 40, Jaldarshan Society, Nr. Umrigar School,

70,000 (Seventy

Thousand)

Surat. Business Sd/-

7. Rohan Desai S/o. Ashwin Desai 40, Jaldarshan Society, Nr. Umrigar School,

40,000 (Forty

Thousand)

Surat. Business Sd/-

8. Aman Desai S/o. Ashwin Desai 40, Jaldarshan Society, Nr. Umrigar School,

40,000 (Forty

Thousand)

Surat. Business Sd/-

Total 4,00,000 (Four Lacs)

Place : Surat Dated this 5th day of September, 2003

1

[New Articles of Association adopted by the Company by way of special resolution passed at the

Extra Ordinary General Meeting of the Company held on 4th December, 2020]

THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

ANUPAM RASAYAN INDIA LIMITED

I. APPLICABILITY OF TABLE F

Subject as hereinafter provided and in so far as these presents do not modify or exclude

them, the regulations contained in Table ‘F’ of Schedule I of the Companies Act, 2013, as

amended, shall apply to the Company only to the extent that the same are not specifically

provided for in these Articles and so far as they are not inconsistent with any of the

provisions contained in these Articles or modification thereof, subject to the requirements

of the Companies Act, 2013, or are not expressly or by implication excluded from these

Articles.

The regulations for the management of the Company and for the observance of the

members thereto and their representatives, shall, subject to any exercise of the statutory

powers of the Company with reference to the deletion or alteration of or addition to its

regulations by Special Resolution as prescribed or permitted by the Companies Act, 2013,

as amended, be such as are contained in these Articles.

II. DEFINITIONS AND INTERPRETATION

1. In these Articles:

(i) Unless the context otherwise requires, words or expressions contained in these Articles shall

bear the same meaning as in the Act or any statutory modifications thereof in force at the

date on which the Articles become binding on the Company. In these Articles:

“Act” means Companies Act, 2013 of India and all rules, notifications, circulars and

clarifications issued thereunder, along with any amendments, re-enactments or other

statutory modifications thereof for the time being in force.

“Alternate Director” shall have the meaning assigned to it in Article 149 of these

Articles.

“Annual General Meeting” means the annual General Meeting held in accordance with

Section 96 of the Act.

“Articles” means the articles of association of the Company as amended from time to

time in accordance with the Act.

“Auditors” shall mean and include those persons appointed as such for the time being by

the Company.

2

“Beneficial Owner” means the beneficial owner as defined in clause (a) of sub-section

(1) of Section 2 of the Depositories Act, 1996, as amended.

“Board” or “Board of Directors” means the board of Directors of the Company as

constituted from time to time in accordance with Law and the terms of these Articles.

“Board Meeting” means a meeting of the Directors duly called, constituted and held or

as the case may be, the Directors assembled at a Board, or the requisite number of

Directors entitled to pass a circular resolution in accordance with these Articles and the

Act.

“Company” means ANUPAM RASAYAN INDIA LIMITED, a company incorporated

under the Companies Act, 1956.

“Chairman” or “Chairperson” means the chairperson of the Board of Directors for the

time being of the Company or the person elected or appointed to preside over the Board

or/and General meetings of the Company.

“Debenture” includes debenture stock, bonds or any other instrument evidencing a debt,

whether constituting a charge on the assets of the Company, or not.

“Depositories Act” means the Depositories Act, 1996, as amended or any statutory

modification or re-enactment thereof for the time being in force.

“Depository” means a Depository as defined under clause (e) of sub-Section (1) of

Section 2 of the Depositories Act and includes a company registered under the Act, which

has been granted a Certificate of Registration under sub section 1(A) of section 12 of the

Securities and Exchange Board of India Act, 1992, as amended.

“Director” means a director of the Board appointed from time to time in accordance with

the terms of these Articles and the provisions of the Act.

“Dividend” means the dividend including the interim dividend, as defined under the Act.

“Equity Share Capital” means in relation to the Company, its equity Share capital within the

meaning of Section 43 of the Act, as amended from time to time.

“Encumbrance” means any encumbrance, including, without limitation, charge, claim,

community property interest, pledge, hypothecation, condition, equitable interest, lien

(statutory or other), deposit by way of security, bill of sale, option or right of pre-emption,

beneficial ownership (including usufruct and similar entitlements), option, security

interest, mortgage, easement, encroachment, public / common right, right of way, right of

first refusal, or restriction of any kind, including any restriction on use, voting, transfer,

receipt of income or exercise of any other attribute of ownership, any provisional,

conditional or executional attachment and any other interest held by a third party.

“Fully Diluted Basis” means the total classes of Shares outstanding on a particular date,

combined with all outstanding options, warrants, convertible securities of all kinds, any

other arrangements relating to the Company’s equity or any other instrument, all on an

“as if converted” basis. For the purposes of this definition, “as if converted” basis shall

mean as if such instrument, option or security had been converted into equity Shares of

the Company in accordance with the terms of its issuance.

“General Meeting” means any duly convened meeting of the Shareholders of the

Company and includes an extra-ordinary General Meeting.

3

“Independent Director” shall have the meaning assigned to the said term under the Act

and the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended.

“INR” or “Rs.” means the Indian Rupee, the currency and legal tender of the Republic of

India.

“Law” includes all Indian statutes, enactments, acts of legislature or parliament, laws,

ordinances, rules, bye-laws, regulations, circulars, notifications, guidelines, policies,

directions, determinations, directives, writs, decrees, injunctions, judgments, rulings,

awards, clarifications and other delegated legislations and orders of any governmental

authority (including but not limited to the Reserve Bank of India Act, 1934, as amended

and any applicable rules, regulations and directives of the Reserve Bank of India),

statutory authority, tribunal, board, court, stock exchange or other judicial or quasi-

judicial adjudicating authority and, if applicable, foreign law, international treaties,

protocols and regulations.

“Managing Director” means a director who, by virtue of these Articles or an agreement

with the Company or a resolution passed in the General Meeting, or by the Board of

Directors, is entrusted with substantial powers of management of the affairs of the

company and includes a director occupying the position of managing director, by

whatever name called.

“Member” means a member of the Company within the meaning of sub-Section 55 of Section

2 of the Act, as amended from time to time.

“Memorandum” means the memorandum of association of the Company, as amended

from time to time.

“Ordinary Resolution” shall have the meaning assigned to it in Section 114 of the Act.

“Original Director” shall have the meaning assigned to it in Article 149 of these Articles.

“Paid up Capital” means such aggregate amount of money credited as paid-up as is

equivalent to the amount received as paid up in respect of Shares issued by the Company

and also includes any amount credited as paid-up in respect of Shares of the Company,

but does not include any other amount received in respect of such Shares, by whatever

name called.

“Person” means any individual, sole proprietorship, unincorporated association,

unincorporated organization, body corporate, corporation, partnership, unlimited or

limited liability company, joint venture, governmental authority, Hindu undivided family,

trust, union, organization or any other entity that may be treated as a person under

applicable Law.

“Preference Share Capital” means in relation to the Company, its preference Share capital

within the meaning of Section 43 of the Act, as amended from time to time.

“Proxy” means an instrument whereby any person is authorized to vote for a member at a

General Meeting on a poll and shall include an attorney duly constituted under a power-of-

attorney.

“Registrar” or “RoC” or “Registrar of Companies” means Registrar of Companies,

Ahmedabad.

4

“RBI” means the Reserve Bank of India.

“Seal” means the common seal of the Company.

“SEBI” means Securities and Exchange Board of India.

“Secretary” or “Company Secretary” means company secretary as defined in clause (c)

of sub-section (1) of section 2 of the Company Secretaries Act, 1980, as amended, who is

appointed by the Company to perform the functions of a company secretary under the

Act.

“Securities” have the meaning assigned to the term in clause (h) of section 2 of the

Securities Contract (Regulation) Act, 1956, as may be amended from time to time.

“Shares” means a share in the Share Capital of the Company and includes stock.

“Share Capital” means the Equity Share Capital and Preference Share Capital of any face

value together with all rights, differential rights, obligations, title, interest and claim in

such Shares and includes all subsequent issue of such Shares of whatever face value or

description, bonus Shares, conversion Shares and Shares issued pursuant to a stock split

or the exercise of any warrant, option or other convertible security of the Company.

“Shareholder” shall mean a Member of the Company.

“Special Resolution” shall have the meaning assigned to it in Section 114 of the Act.

(ii) The terms “writing” or “written” include printing, typewriting, lithography, photography and

any other mode or modes (including electronic mode) of representing or reproducing words in

a legible and non-transitory form.

(iii) The headings hereto shall not affect the construction hereof.

(iv) Any reference to a particular statute or provisions of the statute shall be construed to include

reference to any rules, regulations or other subordinate legislation made under the statute and

shall, unless the context otherwise requires, include any statutory amendment, modification

or re-enactment thereof.

(v) Any reference to an agreement or other document shall be construed to mean a reference to

the agreement or other document, as amended or novated from time to time.

(vi) In these Articles, words that are gender neutral or gender specific include each gender, as

the context may require.

III. PUBLIC COMPANY

2. The Company is a public company within the meaning of the Act.

IV. SHARE CAPITAL AND VARIATION OF RIGHTS

3. The authorized Share Capital of the Company shall be as set out in Clause V of the

Memorandum of Association with the power to increase or reduce or re-classify such

capital from time to time in accordance with the Articles and the legislative provisions for

the time being in force in this regard and with the power also to divide the Shares in the

Share Capital for the time being into Equity Share Capital and Preference Share Capital,

5

and to attach thereto respectively any preferential, qualified or special rights, privileges or

conditions, in accordance with the provisions of the Act and these Articles.

4. Subject to the provisions of the Act, these Articles and other applicable Law, the Shares

for the time being shall be under the control of the Board, which may issue, allot or

otherwise dispose of the Shares or any of them to such persons, in such proportion, on

such terms and conditions, either at a premium or at par or at a discount (subject to

compliance with Section 52 and 53 and other provisions of the Act), at such time as it

may from time to time deem fit, and with the sanction of the Company in a General

Meeting, to give to any person or persons the option or right to call for any Shares, either

at par or premium during such time and for such consideration as the Board deems fit,

and may issue and allot Shares on payment in full or part of any property sold and

transferred or for any services rendered to the Company in the conduct of its business.

Any Shares so allotted may be issued as fully paid-up Shares and if so issued, shall be

deemed to be fully paid-up Shares. Provided that, the option or right to call for Shares

shall not be given to any person or persons without the sanction of the Company in a

General Meeting. As regards all allotments, from time to time made, the Board shall duly

comply with Sections 23 and 39 of the Act, as the case may be.

5. Subject to these Articles and the provisions of the Act, the Company may, from time to

time, by Ordinary Resolution, increase the Share Capital by such sum, to be divided into

Shares of such amount, as may be specified in the resolution.

6. Subject to the provisions of the Act, the Company may from time to time by Ordinary

Resolution, undertake any of the following:

(i) consolidate and divide all or any of its Share Capital into Shares of larger amount

than its existing Shares;

(ii) convert all or any of its fully paid-up Shares into stock, and reconvert that stock into

fully paid-up Shares of any denomination;

(iii) sub-divide its Shares, or any of them, into Shares of smaller amount, such that the

proportion between the amount paid and the amount, if any, unpaid on each reduced

Share shall be the same as it was in case of the Share from which the reduced Share

is derived; or

(iv) cancel any Shares which, at the date of the passing of the resolution in that behalf,

have not been taken or agreed to be taken by any Person, and diminish the amount of

its Share Capital by the amount of Shares so cancelled. A cancellation of Shares

pursuant to this Article shall not be deemed to be a reduction of the Share Capital

within the meaning of the Act.

7. Subject to the provisions of these Articles, the Act, other applicable Law and subject to

such other approvals, permissions or sanctions as may be necessary, the Company may

issue any Shares with or without differential rights upon such terms and conditions and

with such rights and privileges (including with regard to voting rights and dividend) as

may be permitted by the Act or the applicable Law or guidelines issued by the statutory

authorities and/or listing requirements and that the provisions of these Articles

8. Subject to the provisions of the Act, any preference Shares may be issued on the terms that

they are, or at the option of the Company are, liable to be redeemed on such terms and in

such manner as the Company before the issue of the Shares may, by Special Resolution

determine.

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9. The period of redemption of such preference Shares shall not exceed the maximum period

for redemption provided under the Act.

10. Where at any time, it is proposed to increase its subscribed Share Capital by the

issuance/allotment of further Shares either out of the unissued Share Capital or increased

Share Capital then, such further Shares may be offered to:

(i) Persons who, on the date specified under Law , are holders of equity Shares of the

Company, in proportion, as nearly as circumstances admit, to the capital paid up

on those Shares by sending a letter of offer subject to the following conditions: (a)

the offer shall be made by notice specifying the number of Shares offered and

limiting a time not being less than 15 (fifteen) days and not exceeding 30 (thirty)

days from the date of the offer within which the offer, if not accepted, will be

deemed to have been declined; (b) the offer aforesaid shall be deemed to include a

right exercisable by the Person concerned to renounce the Shares offered to him

or any of them in favour of any other Person and the notice referred to in (a) shall

contain a statement of this right, provided that the Board may decline, without

assigning any reason therefore, to allot any Shares to any Person in whose favour

any Member may renounce the Shares offered to him; and (c) after expiry of the

time specified in the notice aforesaid, or on receipt of earlier intimation from the

Person to whom such notice is given that he declines to accept the Shares offered,

the Board may dispose of them in such manner which is not disadvantageous to

the Members and the Company;

Nothing in sub-Article (i)(b) above shall be deemed to extend the time within

which the offer should be accepted; or to authorize any Person to exercise the

right of renunciation for a second time on the ground that the Person in whose

favour the renunciation was first made has declined to take the Shares comprised

in the renunciation.

(ii) employees under a scheme of employees’ stock option, subject to Special

Resolution passed by the Company and subject to such conditions as may be

prescribed under the Act and other applicable Laws; or

(iii) any Persons, whether or not those Persons include the Persons referred to in (i) or

(ii) above, either for cash or for a consideration other than cash, if the price of

such Shares is determined by the valuation report of a registered valuer, subject to

compliance with the applicable provisions of Chapter III of the Act and any other

conditions as may be prescribed, if a Special Resolution to this effect is passed by

the Company in a General Meeting.

(iv) The notice referred to in Article 10(i)(a) above shall be dispatched through

registered post or speed post or through electronic mode or courier or any other

mode having proof of delivery to all the existing shareholders at least three days

before the opening of the issue.

11. Nothing in Article 10 above shall apply to the increase of the subscribed capital of the

Company caused by the exercise of an option as a term attached to the Debentures issued

or loan raised by the Company to convert such Debentures or loans into Shares in the

Company or to subscribe for Shares in the Company; provided that the terms of issue of

such Debentures or loan containing such an option have been approved before the issue of

such Debentures or the raising of loan by a Special Resolution adopted by the Company

in a General Meeting.

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12. Save as otherwise provided in the Articles, the Company shall be entitled to treat the

registered holder of the Shares in records of the depository as the absolute owner thereof

as regards receipt of dividend or bonus or service of notices and all or any other matters

connected with the Company, and accordingly, the Company shall not, except as ordered

by a Court of competent jurisdiction, or as by Law required, be bound to recognize any

equitable or other claim to or interest in such Shares on the part of any other Person.

13. Any Debentures, debenture-stock or other Securities may be issued at a discount,

premium or otherwise, if permissible under the Act, and may be issued on the condition

that they shall be convertible into Shares of any denomination and with any privileges and

conditions as to redemption, surrender, drawings, allotment of Shares, attending (but not

voting) at General Meetings, appointment of Directors and otherwise. Debentures with

the rights to conversion into or allotment of Shares shall not be issued except with the

sanction of the Company in General Meeting by a Special Resolution and subject to the

provisions of the Act.

14. The Company shall, subject to the applicable provisions of the Act, compliance with all

the Laws, consent of the Board, and consent of its Shareholders’ by way of Special

Resolution, have the power to issue American Depository Receipts or Global Depository

Receipts on such terms and in such manner as the Board deems fit including their

conversion and repayment. Such terms may include at the discretion of the Board,

limitations on voting by holders of American Depository Receipts or Global Depository

Receipts, including without limitation, exercise of voting rights in accordance with the

directions of the Board.

15. If at any time the Share Capital is divided into different classes of Shares, the rights attached

to any class (unless otherwise provided by the terms of issue of the Shares of that class)

may, subject to the provisions of the Act, and whether or not the Company is being wound

up, be varied with the consent in writing of the holders of three-fourths of the issued Shares

of that class, or with the sanction of a Special Resolution passed at a separate meeting of the

holders of the Shares of that class. To every such separate General Meeting of the holders

of the Shares of that class, the provisions of these Articles relating to General Meetings

shall mutatis mutandis apply.

16. The rights conferred upon the holders of the Shares of any class issued with preferred or

other rights shall not, unless otherwise expressly provided by the terms of issue of the

Shares of that class, be deemed to be varied by the creation or issue of further Shares

ranking pari passu therewith.

17. Subject to the provisions of the Act, the Company may issue bonus Shares to its Members

out of (i) its free reserves; (ii) the securities premium account; or (iii) the capital

redemption reserve account, in any manner as the Board may deem fit.

18. Subject to the provisions of Sections 68 to 70 and other applicable provisions of the Act

or any other Law for the time being in force, the Company shall have the power to buy-

back its own Shares or other Securities, as it may consider necessary.

19. The Board of the Company may recommend an employee shares or security option

scheme or plan from time to time.

20. Subject to the provisions of the Act, the Company shall have the power to make

compromise or make arrangements with creditors and Members, consolidate, demerge,

amalgamate or merge with other company or companies in accordance with the

provisions of the Act and any other applicable Laws.

8

21. Subject to the provisions of the Act, the Company may, from time to time, by Special

Resolution reduce in any manner and with, and subject to, any incident authorised and

consent required under applicable Law:

(i) the Share Capital;

(ii) any capital redemption reserve account; or

(iii) any securities premium account.

V. CAPITALISATION OF PROFITS

22. The Company in General Meeting may, upon the recommendation of the Board, resolve –

(i) that it is desirable to capitalise any part of the amount for the time being standing

to the credit of any of the Company’s reserve accounts, or to the credit of the

profit and loss account or otherwise available for distribution; and

(ii) that such sum be accordingly set free for distribution in the manner specified in

Article 23 below amongst the members who would have been entitled thereto, if

distributed by way of dividend and in the same proportions.

23. The sum aforesaid shall not be paid in cash, but shall be applied, subject to the provision

contained in Article 24 below, either in or towards:

(i) paying of any amounts for the time being unpaid on any Shares held by such

Members respectively; or

(ii) paying up in full, un-issued Shares of the company to be allotted and distributed,

credited as fully paid, to and amongst such Members in the proportions aforesaid;

or

(iii) partly in the way specified in Article 23(i) and partly in that specified in Article

23(ii);

(iv) A securities premium account and a capital redemption reserve account may, for

the purposes of this Article, only be applied in the paying up of un-issued

Shares to be issued to Members of the Company as fully paid bonus Shares.

(v) The Board shall give effect to the resolution passed by the Company in pursuance

of this Article.

24. Whenever such a resolution as aforesaid shall have been passed, the Board shall:

(i) make all appropriations and applications of the undivided profits resolved to be

capitalised thereby, and all allotments and issues of fully paid Shares, if any; and

(ii) generally do all acts and things required to give effect thereto.

25. The Board shall have power to:

(i) make such provision, by the issue of fractional certificates or by payment in cash

or otherwise as it thinks fit, for the case of Shares or Debentures becoming

distributable in fractions; and

9

(ii) authorise any Person to enter, on behalf of all the Members entitled thereto, into

an agreement with the Company providing for the allotment to them respectively,

credited as fully paid up, of any further Shares to which they may be entitled upon

such capitalisation, or (as the case may require) for the payment by the

Company on their behalf, by the application thereto of their respective

proportions of profits resolved to be capitalised, of the amount or any part of the

amounts remaining unpaid on their existing Shares.

26. Any agreement made under such authority shall be effective and binding on such

Members.

VI. COMMISSION AND BROKERAGE

27. The Company may exercise the powers of paying commissions conferred by sub-

section (6) of Section 40 of the Act read with the Companies (Prospectus and

Allotment of Securities) Rules, 2014 or any other provision of the Act or other

applicable Law, provided that the rate per cent or amount of the commission paid or

agreed to be paid shall be disclosed in the manner required by that section and rules

made thereunder.

28. The rate or amount of the commission shall not exceed the rate or amount prescribed

under the applicable rules.

29. The commission may be satisfied by the payment of cash or the allotment of fully or

partly paid Shares or partly in the one way and partly in the other.

30. The Company may also, on any issue of Shares or Debentures, pay such brokerage as

may be lawful.

VII. LIEN

31. The Company shall have a first and paramount lien upon all the Shares/ Debentures (other

than fully paid up Shares/ Debentures) registered in the name of each Member (whether

solely or jointly with others) to the extent of monies called or payable in respect thereof,

and upon the proceeds of sale thereof for all moneys (whether presently payable or not)

called or payable at a fixed time in respect of such Shares/ Debentures and no equitable

interest in any Share shall be created except upon the footing and condition that this

Article will have full effect. Such lien shall extend to all dividends and bonuses from time

to time declared in respect of such Shares/ Debentures. Fully paid up Shares shall be free

from all liens. Unless otherwise agreed, the registration of a transfer of Shares/

Debentures shall operate as a waiver of the Company’s lien if any, on such Shares/

Debentures. In case of partly-paid Shares, Company’s lien shall be restricted to the

monies called or payable at a fixed time in respect of such Shares. Provided that the

Board may at any time declare any Shares/ Debentures wholly or in part to be exempt

from the provisions of this Article.

32. Subject to the provisions of the Act, 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 -

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

(ii) until the expiration of 14 (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

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of the Share or the person entitled thereto by reason of his death or insolvency.

33. A Member shall not exercise any voting rights in respect of the Shares in regard to which

the Company has exercised the right of lien.

34. (i) To give effect to any such sale, the Board may authorise some Person to transfer

the Shares sold to the purchaser thereof.

(ii) The purchaser shall be registered as the holder of the Shares comprised in any such

transfer.

(iii) 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 any irregularity or invalidity in the

proceedings in reference to the sale.

35. (i) 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.

(ii) 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.

VIII. CALLS ON SHARES

36. Subject to the provisions of the Act, the Board may, from time to time, make calls upon

the Members in respect of any money unpaid on their Shares (whether on account of the

nominal value of the Shares or by way of premium) and not by the conditions of

allotment thereof made payable at fixed times.

Provided that no call shall exceed one-fourth of the nominal value of the Share or be payable at

less than one month from the date fixed for the payment of the last preceding call.

37. Each Member shall, subject to receiving at least 14 (fourteen) days’ notice specifying the

time or times and place of payment, pay to the Company, at the time or times and place

so specified, the amount called on his Shares.

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

39. A call shall be deemed to have been made at the time when the resolution of the Board

authorising the call was passed and may be required to be paid by instalments.

40. The joint-holders of a Share shall be jointly and severally liable to pay all calls in

respect thereof.

41. If a sum called in respect of a Share is not paid before or on the day appointed for

payment thereof, the Person from whom the sum is due shall pay interest thereof from the

day appointed for payment thereof to the time of actual payment at 10% (ten per cent) per

annum or at such lower rate, if any, as the Board may determine. The Board shall be at

liberty to waive payment of any such interest wholly or in part.

42. Any sum which by the terms of the issue of a Share becomes payable on allotment or at

any fixed date, whether on account of the nominal value of the Share or by way of

premium, shall, for the purposes of these Articles, be deemed to be a call duly made and

payable on the date on which by the terms of issue, such sum becomes payable. In case of

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non-payment of such sum, all the relevant provisions of these Articles as to payment of

interest and expenses, forfeiture or otherwise shall apply as if such sum had become

payable by virtue of a call duly made and notified.

43. The Board may, if it thinks fit, subject to the provisions of the Section 50 of the Act,

agree to and receive from any Member willing to advance the same, whole or any part of

the moneys due upon the Shares held by him beyond the sums actually called for and

upon the amount 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 twelve per cent per annum.

Provided that money paid in advance of calls shall not confer a right to participate in

profits or dividend. The Board may at any time repay the amount so advanced.

The Member shall not be entitled to any voting rights in respect of the moneys so paid by

him until the same would, but for such payment, become presently payable.

The provisions of these Articles shall mutatis mutandis apply to any calls on Debentures

of the Company.

IX. DEMATERIALIZATION OF SECURITIES

44. The Company shall be entitled to treat the Person whose name appears on the register of

Members as the holder of any Share or whose name appears as the beneficial owner of

Shares in the records of the Depository, as the absolute owner thereof.

Provided however that provisions of the Act or these Articles relating to distinctive

numbering shall not apply to the Shares of the Company, which have been

dematerialized.

45. Notwithstanding anything contained herein but subject to the provisions of Law, the

Company shall be entitled to dematerialize its Shares, Debentures and other Securities

pursuant to the Depositories Act and offer its Shares, Debentures and other Securities for

subscription in a dematerialized form. The Company shall be further entitled to maintain

a register of Members with the details of Members holding Shares both in material and

dematerialized form in any medium as permitted by Law including any form of electronic

medium.

46. Every Person subscribing to the Shares offered by the Company shall receive such Shares

in dematerialized form. Such a Person who is the beneficial owner of the Shares can at

any time opt-out of a Depository, if permitted by the Law, in respect of any Shares in the

manner provided by the Depositories Act and the regulations made thereunder and the

Company shall in the manner and within the time prescribed, issue to the beneficial

owner the required certificate of Shares.

47. If a Person opts to hold his Securities in dematerialised form through a Depository, then

notwithstanding anything to the contrary contained in these Articles the Company shall

intimate such Depository the details of allotment of the Securities, and on receipt of the

information, the Depository shall enter in its record the name of the allottee as the

beneficial owner of the Securities.

48. All Securities held by a Depository shall be dematerialized and shall be in a fungible

form.

(i) Notwithstanding anything to the contrary contained in the Act or the Articles, a

depository shall be deemed to be the registered owner for the purposes of

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effecting any transfer of ownership of Securities on behalf of the beneficial

owner.

(ii) Save as otherwise provided in (i) above, the Securities as the registered owner of

the Securities shall not have any voting rights or any other rights in respect of

Securities held by it.

49. Every Person holding Shares of the Company and whose name is entered as the beneficial

owner in the records of the Depository shall be deemed to be the owner of such Shares

and shall also be deemed to be a Shareholder of the Company. The beneficial owner of

the Shares shall, in accordance with the provisions of these Articles and the Act, be

entitled to all the liabilities in respect of his Shares which are held by a Depository.

50. Notwithstanding anything in the Act or the Articles to the contrary, where Shares are held

in a Depository, the records of the beneficial ownership may be served by such

Depository on the Company by means of electronic mode or by delivery of disks, drives

or any other mode as prescribed by Law from time to time.

51. In the case of transfer of Shares or other marketable Securities where the Company has

not issued any certificates and where such Shares or Securities are being held in an

electronic and fungible form, the provisions of the Depositories Act shall apply.

X. TRANSFER OF SECURITIES

52. The Securities or other interest of any Member shall be freely transferable, provided that

any contract or arrangement between 2 (two) or more Persons in respect of transfer of

Securities shall be enforceable as a contract. The instrument of transfer of any Share in

the Company shall be duly executed by or on behalf of both the transferor and transferee.

The transferor shall be deemed to remain a holder of the Share until the name of the

transferee is entered in the register of Members in respect thereof. A common form of

transfer shall be used in case of transfer of Shares. The instrument of transfer shall be in

writing and shall be executed by or on behalf of both the transferor and transferee and

shall be in conformity with all the provisions of Section 56 of the Act and of any statutory

modification thereof for the time being shall be duly complied with in respect of all

transfers of Shares and the registration thereof.

53. Where Shares are converted into stock:

(i) the holders of stock may transfer the same or any part thereof in the same manner

as, and subject to the same regulations under which, the Shares from which the

stock arose might before the conversion have been transferred, or as near thereto

as circumstances admit; Provided that the Board may, from time to time, fix the

minimum amount of stock transferable, so, however, that such minimum shall not

exceed the nominal amount of the Shares from which the stock arose.

(iii) the holders of stock shall, according to the amount of stock held by them, have the

same rights, privileges and advantages as regards dividends, voting at meetings of

the Company, and other matters, as if they held the Shares from which the stock

arose; but no such privilege or advantage (except participation in the dividends

and profits of the company and in the assets on winding up) shall be conferred by

an amount of stock which would not, if existing in Shares, have conferred that

privilege or advantage.

54. Save as otherwise provided in the Act or any applicable Law, no transfer of a Share shall

be registered unless a proper instrument of transfer duly stamped and executed by or on

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behalf of the transferor and by or on behalf of the transferee has been delivered to the

Company together with the certificate or certificates of Shares, and is no such certificate

is in existence, then the letter of allotment of the Shares. Application for the registration

of the transfer of a Share may be made either by the transferor or by the transferee

provided that where such application is made by the transferor, no registration shall, in

the case of a partly paid Share be affected unless the Company gives notice of the

application to the transferee in the manner prescribed under the Act, and subject to the

provisions of these Articles, the Company shall, unless objection is made by the

transferee, within 2 (two) weeks from the date of receipt of the notice, enter in the register

the name of the transferee in the same manner and subject to the same conditions as if the

application for registration of the transfer was made by the transferee. On giving not less

than 7 (seven) days previous notice in accordance with the Act or any other time period as

may be specified by Law, the registration of transfers may be suspended at such times and

for such periods as the Board may from time to time determine, provided that such

registration shall not be suspended for more than 30 (thirty) days at any one time or for

more than 45 (forty five) days in the aggregate in any year.

55. Subject to the provisions of the Act, these Articles, the Securities Contracts (Regulation)

Act, 1956, as amended, any listing agreement entered into with any recognized stock

exchange and other applicable provisions of the Act or any other law for the time being in

force, the Board may refuse whether in pursuance of any power of the Company under

these Articles or otherwise to register the transfer of, or the transmission by operation of

law of the right to, any Shares or interest of a Member in or Debentures of the Company.

The Company shall within one month from the date on which the instrument of transfer,

or the intimation of such transmission, as the case may be, was delivered to Company,

send notice of the refusal to the transferee and the transferor or to the person giving

intimation of such transmission, as the case may be, giving reasons for such refusal.

Provided that the registration of a transfer shall not be refused on the ground of the

transferor being either alone or jointly with any other person or persons indebted to the

Company on any account whatsoever except where the Company has a lien on Shares or

other securities.

56. Only fully paid Shares or Debentures shall be transferred to a minor acting through

his/her legal or natural guardian. Under no circumstances, Shares or Debentures be

transferred to any insolvent or a person of unsound mind.

57. The instrument of transfer shall after registration be retained by the Company and shall

remain in their custody. All instruments of transfer which the Directors may decline to

register, shall on demand be returned to the persons depositing the same. The Directors

may cause to be destroyed all transfer deeds lying with the Company after such period as

they may determine.

58. The Board may, subject to the right of appeal conferred by Section 58 of the Act decline

to register—

(i) the transfer of a Share, not being a fully paid Share, to a person of whom they do

not approve; or

(ii) any transfer of Shares on which the company has a lien.

59. The Board may decline to recognize any instrument of transfer unless—

(i) the instrument of transfer is in the form as prescribed in rules made under sub-

section (1) of section 56 of the Act;

(ii) the instrument of transfer is accompanied by the certificate of the Shares to which

it relates, and such other evidence as the Board may reasonably require to show

the right of the transferor to make the transfer; and

(iii) the instrument of transfer is in respect of only one class of Shares

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60. No fee shall be charged for registration of transfer, transmission, probate, succession

certificate and letters of administration, certificate of death or marriage, power of attorney

or similar other documents.

61. The Company may close the register of Members or the register of debenture-holders or

the register of other security holders for any period or periods not exceeding in the

aggregate forty-five days in each year, but not exceeding thirty days at any one time,

subject to giving of previous notice of at least 7 (seven days) or such lesser period as may

be specified by SEBI.

XI. TRANSMISSION OF SHARES

62. On the death of a Member, the survivor or survivors where the Member was a joint

holder of the Shares, and his nominee or nominees or legal representatives where he

was a sole holder, shall be the only Person(s) recognised by the Company as having any

title to his interest in the Shares. Nothing in this Article shall release the estate of the

deceased joint holder from any liability in respect of any Share which had been jointly

held by him with other Persons.

63. Any Person becoming entitled to a Share in consequence of the death or insolvency

of a Member may, upon such evidence being produced as the Board may from time to

time require, and subject as hereinafter provided, elect, either:

(i) to be registered as holder of the Share; or

(ii) to make such transfer of the Share as the deceased or insolvent Member could

have made.

All the limitations, restrictions and provisions of these Articles relating to the right to

transfer and the registration of transfers of Shares shall be applicable to any such notice

or transfer as aforesaid as if the death or insolvency of the Member had not occurred

and the notice or transfer were a transfer signed by that Member.

64. The Board shall, in either case, have the same right to decline or suspend registration

as it would have had, if the deceased or insolvent Member had transferred the Share

before his death or insolvency.

65. If the Person so becoming entitled shall elect to be registered as holder of the Shares,

such person shall deliver or send to the Company a notice in writing signed by him stating

that he so elects.

66. If the Person aforesaid shall elect to transfer the Share, he shall testify his election by

executing an instrument of transfer in accordance with the provisions of these Articles

relating to transfer of Shares.

67. All the limitations, restrictions and provisions contained in these Articles relating to

the right to transfer and the registration of transfers of Shares shall be applicable to any

such notice or transfer as aforesaid as if the death or insolvency of the Member had not

occurred and the notice or transfer were a transfer signed by that Member.

68. A Person becoming entitled to a Share by reason of the death or insolvency of the

holder shall be entitled to the same dividends and other advantages to which he would be

entitled if he were the registered holder of the Share, except that he shall not, before

being registered as a Member in respect of the Share, be entitled in respect of it to

15

exercise any right conferred by membership in relation to the General Meetings of the

Company, provided that the Board may, at any time, give notice requiring any such

Person to elect either to be registered himself or to transfer the Share, and if the notice

is not complied with within 90 (ninety) days, the Board may thereafter withhold

payment of all dividends, bonuses or other moneys payable in respect of the Share,

until the requirements of the notice have been complied with.

XII. FORFEITURE OF SHARES

69. If a Member fails to pay any call, or instalment of a call or any part thereof, on the

day appointed for payment thereof, the Board may, at any time thereafter during such

time as any part of the call or instalment remains unpaid, serve a notice on him requiring

payment of so much of the call or instalment as is unpaid, together with any interest which

may have accrued.

70. The notice issued under Article 69 shall:

(i) name a further day (not being earlier than the expiry of 14 (fourteen) days from the

date of service of the notice) on or before which the payment required by the notice

is to be made; and

(ii) state that, in the event of non-payment on or before the day so named, the Shares

in respect of which the call was made will be liable to be forfeited.

71. If the requirements of any such notice as aforesaid is not complied with, any Share in respect

of which the notice has been given may, at any time thereafter, before the payment

required by the notice has been made, be forfeited by a resolution of the Board to that

effect.

72. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner

as the Board thinks fit.

73. At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on

such terms as it thinks fit.

74. A Person whose Shares have been forfeited shall cease to be a Member in respect of the

forfeited Shares, but shall, notwithstanding the forfeiture, remain liable to pay to the

Company all monies which, at the date of forfeiture, were presently payable by the Person to

the Company in respect of the Shares.

75. The liability of such Person shall cease if and when the Company shall have received

payment in full of all such monies in respect of the Shares.

76. A duly verified declaration in writing that the declarant is a Director, the manager or the

Secretary of the Company, and that a Share in the Company has been duly forfeited on a

date stated in the declaration, shall be conclusive evidence of the facts therein stated as

against all Person claiming to be entitled to the Share.

77. The Company may receive the consideration, if any, given for the Share on any sale or

disposal thereof and may execute a transfer of the Share in favour of the Person to whom

the Share is sold or otherwise disposed of.

78. The transferee shall there upon be registered as the holder of the Share.

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79. The transferee shall not be bound to ascertain or confirm the application of the purchase

money, if any, nor shall his title to the Share be affected by any irregularity to invalidity

in the proceedings in reference to the forfeiture, sale or disposal of the Share.

80. The provision of these Articles as to forfeiture shall apply in the case of non-payment of

any sum which, by the terms of issue of a Share, become payable at a fixed time, whether

on account of the nominal value of the Share or by way of premium, as the same had been

payable by virtue of a call duly made and notified.

XIII. SHARES AND SHARE CERTIFICATES

81. The Company shall cause to be kept a register of Members in accordance with Section 88

of the Act. The Company shall be entitled to maintain in any country outside India a

“foreign register” of Members or Debenture holders resident in that country.

82. A Person subscribing to Shares of the Company shall have the option either to receive

certificates for such Shares or hold the Shares with a Depository in electronic form.

Where Person opts to hold any Share with the Depository, the Company shall intimate

such Depository of details of allotment of the Shares to enable the Depository to enter in

its records the name of such Person as the beneficial owner of such Shares.

83. Unless the Shares have been issued in dematerialized form, every person whose name is

entered as a member in the register of members shall be entitled to receive within two

months after incorporation, in case of subscribers to the memorandum or after allotment

or within one month after the application for the registration of transfer or transmission or

sub-division or consolidation or renewal of any of its Shares as the case may be or within

a period of six months from the date of allotment in the case of any allotment of

Debenture or within such other period as the conditions of issue shall be provided –

(i) one certificate for all his Shares without payment of any charges; or

(ii) several certificates, each for one or more of his Shares, upon payment of twenty

rupees for each certificate after the first.

84. Every certificate of Shares shall be under the seal of the Company, if any, and shall

specify the number and distinctive numbers of Shares to which it relates and amount paid-

up thereon and shall be signed by two Directors or by a Director and the Company

Secretary. The common seal shall be affixed in the presence of the persons required to

sign the certificate. Further, out of the two Directors there shall be at least one director

other than managing or whole-time director, where the composition of the Board so

permits. Provided that in respect of a Share or Shares held jointly by several Persons, the

Company shall not be bound to issue more than one certificate and delivery of a

certificate for a Share to one of several joint-holders shall be sufficient delivery to all

such holders.

85. If any Share stands in the names of 2 (two) or more Persons, the Person first named in the

Register of Members of the Company shall as regards voting at General Meetings, service

of notice and all or any matters connected with the Company, except the transfer of

Shares and any other matters herein otherwise provided, be deemed to be sole holder

thereof but joint holders of the Shares shall be severally as well as jointly liable for the

payment of all deposits, instalments and calls due in respect of such Shares and for all

incidents thereof according to these Articles.

86. The Board may subject to the provisions of the Act, accept from any member on such

terms and conditions as they think fit, a surrender of his Shares or stock or any part

thereof.

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87. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on

the back thereof for endorsement of transfer or in case of sub-division or consolidation of

Shares, then upon production and surrender thereof to the Company, a new certificate

may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof

thereof to the satisfaction of the Company and on execution of such indemnity as the

Company deems adequate, being given, a new certificate in lieu thereof shall be given to

the party entitled to such lost or destroyed certificate. Every certificate under this Article

shall be issued without payment of fee if the Board so decides, or on payment of such fee

(not exceeding Rs.20 for each certificate) as the Directors shall prescribe. Provided that

no fee shall be charged for issue of new certificates in replacement of those which are old,

defaced or worn out or where there is not further space on the back thereof for

endorsement of transfer or in case of sub-division or consolidation of Shares.

Provided that notwithstanding what is stated above, the Directors shall comply with such

rules or regulations and requirements of any stock exchange or the rules made under the

Act or the rules made under Securities Contracts (Regulation) Act, 1956, as amended or

any other act or rules applicable in this behalf.

The provisions of this Article shall mutatis mutandis apply to issue of certificates for any

other Securities, including Debentures, of the Company.

88. Subject to the provisions of Section 89 of the Act, a Person whose name is entered in the

register of Members of the Company as the holder of the Shares but who does not hold the

beneficial interest in such Shares shall file with the Company, a declaration to that effect in

the form prescribed under the Act and the Company shall make necessary filings with the

Registrar as may be required, within a prescribed period as set out in the Act and the rules

framed thereunder.

89. Subject to provisions of Section 90 of the Act, every individual, who acting alone or

together, or through one or more persons or trust, including a trust and Persons resident

outside India, holds beneficial interests, of not less than twenty-five per cent. or such

other percentage as may be prescribed under the Act, in Shares of the Company or the

right to exercise, or the actual exercising of significant influence or control as defined in

clause (27) of Section 2 of the Act, over the Company shall make a declaration to the

Company, specifying the nature of his interest and other particulars, in such manner and

within such period of acquisition of the beneficial interest or rights and any change

thereof. The Company shall maintain a register of the interest declared by such

individuals and changes therein which shall include the name of individual, his date of

birth, address, details of ownership in the company and such other details as may be

prescribed under the Act.

XIV. SHAREHOLDERS’ MEETINGS

90. An Annual General Meeting shall be held each year within the period specified by the

Law. Not more than 15 (fifteen) months shall elapse between the date of one Annual

General Meeting of the Company and that of the next. Nothing contained in the foregoing

provisions shall be taken as affecting the right conferred upon the Registrar under the

provisions of Section 96 of the Act to extend the time within which any Annual General

Meeting may be held. Every Annual General Meeting shall be called during business

hours on a day that is not a national holiday (declared as such by the Central

Government), and shall be held either at the registered office or at some other place

within the city in which the registered office of the Company is situate, as the Board may

determine. Every Member of the Company shall be entitled to attend every General

Meeting either in person or by proxy.

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91. All notices of, and other communications relating to, any General Meeting shall be

forwarded to the auditor of the Company, and the auditor shall, unless otherwise

exempted by the Company, attend either by himself or through his authorised

representative, who shall also be qualified to be an auditor, any General meeting and shall

have right to be heard at such meeting on any part of the business which concerns him as

the auditor.

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

extraordinary General Meetings.

93. Subject to the provisions of the Act, the business of an Annual General Meeting shall be

the consideration of financial statements and the reports of the Board of Directors and

auditors; the declaration of any dividend; the appointment of Directors in place of those

retiring; the appointment of, and the fixing of the remuneration of, the auditors; in the

case of any other meeting, all business shall be deemed to be special.

94. No business shall be discussed at any General Meeting except election of a Chairperson

while the chair is vacant.

95. (i) The Board may, whenever it thinks fit, call an extraordinary General Meeting.

(ii) The Board shall on the requisition of such number of Member or Members of the

Company as is specified in Section 100 of the Act, forthwith proceed to call an

extra-ordinary General Meeting of the Company and in respect of any such

requisition and of any meeting to be called pursuant thereto, all other provisions

of Section 100 of the Act shall for the time being apply.

(iii) A General Meeting of the Company may be convened by giving not less than

clear 21 (twenty-one) days’ notice either in writing or through electronic mode in

such manner as prescribed under the Act, provided that a General Meeting may be

called after giving a shorter notice if consent is given in writing or by electronic

mode by majority in number of members entitled to vote and who represent not

less than 95% (ninety-five percent) of such part of the paid-up Share Capital of

the Company as gives a right to vote at such General Meeting.

(iv) Notice of every General Meeting shall be given to the Members and to such other

Person or Persons as required by and in accordance with Section 101 and 102 of

the Act and it shall be served in the manner authorized by Section 20 of the Act.

(v) A General Meeting may be called after giving shorter notice if consent, in writing

or by electronic mode, is accorded thereto in accordance with the provisions of

Section 101 of the Act. Provided that where any Member of the Company is

entitled to vote only on some resolution or resolutions to be moved at a meeting

and not on the others, those Members shall be taken into account for the purposes

of this Article in respect of the former resolution or resolutions and not in respect

of the latter.

(vi) Any accidental omission to give notice to, or the non-receipt of such notice by,

any Member or other Person who is entitled to such notice for any meeting shall

not invalidate the proceedings of the meeting.

(vii) Subject to the provisions contained under Section 115 of the Act, where, by any

provision contained in the Act or in these Articles, special notice is required of

any resolution, notice of the intention to move such resolution shall be given to

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the Company by such number of Members holding not less than one per cent of

total voting power or holding Shares on which such aggregate sum not exceeding

five lakh rupees, has been paid-up and the Company shall immediately after

receipt of the notice, give its members notice of the resolution at least 7 (seven)

days before the meeting, exclusive of the day of dispatch of notice and day of the

meeting, in the same manner as it gives notice of any General Meetings.

XV. PROCEEDINGS AT SHAREHOLDERS’ MEETINGS

96. No business shall be transacted at any General Meeting, unless a quorum of Members is

present at the time when the meeting proceeds to transact business.

97. Save as otherwise provided herein, the quorum for the General Meetings shall be as

provided in Section 103 of the Act.

98. In the event a quorum as required herein is not present within 30 (thirty) minutes of the

appointed time, then subject to the provisions of Section 103 of the Act, the General

Meeting shall stand adjourned to the same place and time 7 (seven) days later or to such

other date and such other time and place as the Board may determine, provided that the

agenda for such adjourned General Meeting shall remain the same. The said General

Meeting if called by requisitionists under Section 100 of the Act shall stand cancelled.

99. In case of an adjourned meeting or of a change of day, time or place of meeting, the

Company shall give not less than 3 (three) days’ notice to the Members either individually

or by publishing an advertisement in the newspapers (one in English and one in vernacular

language) which is in circulation at the place where the registered office of the Company is

situated.

100. The required quorum at any adjourned General Meeting shall be the same as that required

at the original General Meeting.

101. If at the adjourned meeting also a quorum is not present within 30 (thirty) minutes from

the time appointed for holding such meeting, the Members present shall be the quorum

and may transact the business for which the meeting was called.

102. The Chairperson may, with the consent of Members at any meeting at which a quorum is

present, and shall, if so directed at the meeting, adjourn the meeting, from time to time

and from place to place.

103. No business shall be transacted at any adjourned General Meeting other than the business

left unfinished at the meeting from which the adjournment took place.

104. When a meeting is adjourned for 30 (thirty) days or more, notice of the adjourned

meeting shall be given as in the case of an original meeting.

105. Save as aforesaid, and as provided in Section 103 of the Act, it shall not be necessary to

give any notice of an adjournment or of the business to be transacted at an adjourned

meeting.

106. Before or on the declaration of the results of the voting on any resolution on a show of

hands, a poll may be ordered to be taken by the Chairperson of the meeting on his/her

own motion and shall be ordered to be taken by him/her on a demand made in accordance

with Section 109 of the Act.

107. The demand for a poll may be withdrawn at any time by the person or persons who made

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the demand.

108. Notwithstanding anything contained elsewhere in these Articles, the Company:

(i) shall, in respect of such items of business as the Central Government may, by

notification, declare or which are under any other applicable Law required to be

transacted only by means of postal ballot; and

(ii) may, in respect of any item of business, other than ordinary business and any

business in respect of which Directors or auditors have a right to be heard at any

meeting, transact by means of postal ballot,

in such manner as may be prescribed, instead of transacting such business at a General

Meeting and any resolution approved by the requisite majority of the Members by means

of such postal ballot, shall be deemed to have been duly passed at a General Meeting

convened in that behalf and shall have effect accordingly.

109. Directors may attend and speak at General Meetings, whether or not they are

Shareholders.

110. A body corporate being a Member shall be deemed to be personally present if it is

represented in accordance with Section 113 of the Act and the Articles.

111. The Chairperson of the Board of Directors or in his absence the vice-Chairperson of the

Board shall, preside as chairperson at every General Meeting, annual or extraordinary.

112. If there is no such Chairperson or if he is not present within 15 (fifteen minutes) after the

time appointed for holding the General Meeting or is unwilling to act as the Chairperson

of the General Meeting, the Directors present shall elect one of their members to be the

Chairperson of the General Meeting.

113. If at any General Meeting no Director is willing to act as the Chairperson or if no Director

is present within 15 (fifteen) minutes after the time appointed for holding the General

Meeting, the Members present shall choose one of their Members to be the Chairperson

of the General Meeting. If a poll is demanded on the election of the Chairperson, it shall

be taken forthwith in accordance with the provisions of the Act and the Chairperson

elected on show of hands, shall exercise all the powers of the Chairperson under the said

provisions. If some other person is elected Chairperson as a result of the poll, he shall be

the Chairperson for the rest of the meeting.

XVI. VOTES OF MEMBERS

114. Subject to any rights or restrictions for the time being attached to any class or classes

of Shares:

(i) on a show of hands, every Member present in Person shall have 1 (one) vote; and

(ii) on a poll, the voting rights of Members shall be in proportion to their Share in the

paid-up Share Capital.

115. The Chairperson shall not have a second or casting vote in the event of an equality of

votes at General Meetings of the Company.

116. At any General Meeting, a resolution put to vote of the meeting shall be decided on a

show of hands, unless a poll is (before or on the declaration of the result of the voting on

21

any resolution on show of hands) demanded by any Member or Members present in

Person or by proxy, and having not less than one-tenth of the total voting power or

holding Shares on which an aggregate sum of not less than Rs. 5,00,000 (Rupees five

lakh) or such higher amount as may be prescribed has been paid up.

117. Any business other than that upon which a poll has been demanded may be proceeded

with, pending the taking of the poll.

118. A Member may exercise his vote at a meeting by electronic means in accordance with

Section 108 of the Act and shall vote only once.

119. In case of joint holders, the vote of the senior who tenders a vote, whether in Person or

proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this

purpose, seniority shall be determined by the order in which the names are stated in the

register of Members of the Company.

120. A Member of unsound mind, or in respect of whom an order has been made by any court

having jurisdiction, may vote, whether on a show of hands or on a poll, by his committee

or other legal guardian, and any such committee or guardian may, on a poll, vote by

proxy.

121. No Member shall be entitled to exercise any voting rights either personally or by proxy at

any General Meeting or meeting of a class of Shareholders either upon a show of hands or

upon a poll in respect of any Shares registered in his/her name on which any calls or other

sums presently payable by him in respect of Shares in the Company have not been paid.

122. No objection shall be raised to the qualification of any voter except at the General

Meeting or adjourned General Meeting at which the vote objected to is given or tendered,

and every vote not disallowed at such General Meeting and whether given personally or

by proxy or otherwise shall be deemed valid for all purpose. Any such objection made in

due time shall be referred to the Chairperson of the General Meeting whose decision shall

be final and conclusive.

123. A declaration by the Chairperson of the meeting of the passing of a resolution or

otherwise by show of hands and an entry to that effect in the books containing the

minutes of the meeting of the Company shall be conclusive evidence of the fact of

passing of such resolution or otherwise.

124. Any poll duly demanded on the question of adjournment shall be taken forthwith. A poll

demanded on any other question (not being a question relating to the election of a

Chairperson or adjournment of the meeting) shall be taken at such time not exceeding 48

hours from the time when the demand was made, as the Chairperson may direct.

125. The Chairperson of a General Meeting, may with the consent of the meeting, adjourn the

same from time to time and from place to place, but no business shall be transacted at any

adjourned meeting other than the business left unfinished at the meeting from which the

adjournment took place.

126. The demand of a poll shall not prevent the continuance of a meeting for the transaction of

any business other than the question of which a poll has been demanded.

127. Where a poll is to be taken, the Chairperson of the meeting shall appoint two scrutinisers

to scrutinise the votes given on the poll and to report thereon to him/her in accordance

with Section 109 of the Act.

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128. The Chairperson shall have power, at any time before the result of the poll is declared to

remove a scrutiniser from office and to fill vacancies in the office of scrutiniser arising

from such removal or from any other cause.

129. Of the two scrutinisers, one shall always be a Member (not being an officer or employee

of the Company) present at the meeting, provided such a Member is available and willing

to be appointed.

130. The Chairperson of the meeting shall have power to regulate the manner in which a poll

shall be taken.

131. The result of the poll shall be deemed to be decision of the meeting on the resolution on

which the poll was taken.

132. The Chairperson of any meeting shall be the sole judge of the validity of every vote

tendered at such meeting.

133. On a poll taken at meeting of the Company, a member entitled to more than one vote, or

his proxy or other person entitled to vote for him, as the case may be, need not, if he

votes, use all his votes or cast in the same way all the votes he uses.

134. Where a resolution is passed at an adjourned meeting of the Company, the resolution

shall, for all purposes, be treated as having been passed on the date on which it was in fact

passed and shall not be deemed to have been passed on any earlier date.

135. At every Annual General Meeting of the Company, there shall be laid on the table the

Directors’ report, audited statements of accounts, auditor’s report (if not already,

incorporated in the audited statements of accounts), the proxy register with proxies and

the register of Directors’ holdings.

XVII. PROXY

136. Subject to the provisions of the Act and these Articles, any Member of the Company

entitled to attend and vote at a General Meeting of the Company shall be entitled to

appoint a proxy to attend and vote instead of himself and the proxy so appointed shall

have no right to speak at the meeting.

137. The proxy shall not be entitled to vote except on a poll.

138. The instrument appointing a proxy and the power of attorney or other authority, if any,

under which it is signed or a notarised copy of that power or authority, shall be deposited

at the registered office not less than 48 (forty eight) hours before the time for holding the

meeting or adjourned meeting at which the Person named in the instrument proposes to

vote; or in the case of a poll, not less than 24 (twenty four) hours before the time

appointed for the taking of the poll; and in default the instrument of proxy shall not be

treated as valid.

139. An instrument appointing a proxy shall be in the form as prescribed under the Act and the

rules framed thereunder.

140. A vote given in accordance with the terms of an instrument of proxy shall be valid,

notwithstanding the previous death or insanity of the principal or the revocation of the

proxy or of the authority under which the proxy was executed, or the transfer of the

Shares in respect of which the proxy is given; provided that no intimation in writing of

23

such death, insanity, revocation or transfer shall have been received by the Company at its

office before the commencement of the meeting or the adjourned meeting at which the

proxy is used.

XVIII. DIRECTORS

141. The business of the Company shall be managed by the Directors who may exercise all

such powers of the Company as are not restricted by the Act or by these Articles.

142. Subject to the provisions of the Act, the number of Directors shall not be less than 3

(three) and more than 15 (fifteen), provided that the Company may appoint more than 15

(fifteen) directors after passing a Special Resolution. At least one Director shall reside in

India for a total period of not less than 182 (one hundred and eighty-two) days in each

financial year.

143. The following shall be the first Directors of the Company:

1. Ms. Hansaben Sureshchandra Desai

2. Ms. Soniya Sureshchandra Desai

3. Mr. Anand Sureshchandra Desai

4. Ms. Mona Anandbhai Desai

5. Ms. Purnima Ashwin Desai

6. Mr. Ashwin Jayantilal Desai

7. Mr. Rohan Ashwin Desai

8. Mr. Aman Ashwin Desai

144. The Directors need not hold any qualification Shares in the Company.

145. Subject to the provisions of the Act, each Director shall be paid sitting fees for each

meeting of the Board or a Committee thereof attended by him, subject to the ceiling

prescribed under the Act and other applicable Law.

146. The Directors shall also be paid travelling and other expenses for attending and returning

from meeting of the Board of Directors (including hotel expenses) and any other expenses

properly incurred by them in connection with the business of the Company, in accordance

with the provisions of the Act.

147. Subject to the applicable provisions of the Act and Law, 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 may be determined by the Directors and such remuneration may be either in

addition to or in substitution for his remuneration provided above.

148. Subject to the provisions of Section 197 and the other applicable provisions of the Act,

the remuneration of Directors may be fixed at a particular sum or a percentage of the net

profits or partly by one way and partly by the other.

149. In the event that a Director is absent for a continuous period of not less than 3 (three)

months from India (an “Original Director”), subject to these Articles, the Board may

appoint another Director (an “Alternate Director”), not being a person holding any

alternate directorship for any other Director or holding directorship in the Company, for

and in place of the Original Director. The Alternate Director shall be entitled to receive

notice of all meetings and to attend and vote at such meetings in place of the Original

Director and generally to perform all functions of the Original Director in the Original

Director’s absence. No Person shall be appointed as an Alternate Director to an

Independent Director unless such Person is qualified to be appointed as an Independent

24

Director of the Company. Any Person so appointed as Alternate Director shall not hold

office for a period longer than that permissible to the Original Director and shall vacate

the office if and when the Original Director returns to India. If the term of the office of

the Original Director is determined before he so returns to India, any provisions in the

Act or in these Articles for automatic re-appointment shall apply to the Original

Director and not to the Alternate Director.

150. The office of a Director shall automatically become vacant, if he is disqualified under any of

the provisions of the Act. Further, subject to the provisions of the Act, a Director may resign

from his office at any time by giving a notice in writing to the Company and the Board shall

on receipt of such notice take note of the same and the Company shall intimate the Registrar

and also place the fact of such resignation in the report of Directors laid in the immediately

following General Meeting. Such Director may also forward a copy of his resignation along

with detailed reasons for the resignation to the Registrar within 30 (thirty) days of resignation.

The resignation of a Director shall take effect from the date on which the notice is received by

the Company or the date, if any, specified by the Director in the notice, whichever is later.

151. At any Annual General Meeting at which a Director retires, the Company may fill up the

vacancy by appointing the retiring Director who is eligible for re-election or some other

Person if a notice for the said purpose has been left at the office of the Company in

accordance with the provisions of the Act.

152. No Person shall be appointed as a Director unless he furnishes to the Company his

Director Identification Number under Section 154 of the Act or any other number as may

be prescribed under Section 153 of the Act and a declaration that he is not disqualified to

become a Director under the Act.

153. No Person appointed as a Director shall act as a Director unless he gives his consent to

hold the office as a Director and such consent has been filed with the Registrar within 30

(thirty) days of his appointment in the manner prescribed in the Act.

154. Subject to the provisions of the Act, the Directors shall have the power, at any time and

from time to time to appoint any Persons as Additional Director in addition to the existing

Directors so that the total number of Directors shall not at any time exceed the number

fixed for Directors in these Articles. Any Director so appointed shall hold office only

until the next following Annual General Meeting or the last date on which the Annual

General Meeting should have been held, whichever is earlier, but shall be eligible for re-

appointment as Director.

155. The Company, may by Ordinary Resolution, of which special notice has been given in

accordance with the Section 169 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 Articles or in any agreement between the Company and such Director,

such removal shall be without prejudice to any contract of service between him and the

Company.

156. If the office of any Director appointed by the Company in General Meeting, is vacated

before his term of office expires in the normal course, the resulting casual 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

such vacancy had not occurred.

157. In the event of the Company borrowing any money from any financial corporation or

institution or government or any government body or a collaborator, bank, Person or

Persons or from any other source, while any money remains due to them or any of them

25

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 rotation, subject however, to the

limits prescribed by the Act and as permitted under applicable Law. 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 of death or resignation of Person, appoint

any other or others in his place. Any such appointment or removal shall be in writing,

signed by the appointee and served on the Company. Such Director need not hold any

qualification Shares.

158. The Company may, subject to the provisions of the Act and Law, take and maintain any

insurance as the Board may think fit on behalf of its present and/or former Directors and

key managerial personnel for indemnifying all or any of them against any liability for any

acts in relation to the Company for which they may be liable but have acted honestly or

reasonably.

159. For the purposes of these Articles, Mr. Anand S. Desai and Ms. Mona A. Desai along

with the Rehash Industrial and Resins Chemicals Private Limited will be hereinafter

referred to as “Group 1”; KPI LLC will be hereinafter referred to as “Group 2”; and Mr.

Milan Thakkar will be hereinafter referred to “Group 3” (Group 1, Group 2 and Group 3

will be collectively referred to as “Groups”). Each of the Groups shall have the right to

appoint one director on the Board of Directors of the Company, as long as each of them

holds 15% of the issued and paid-up capital of the Company on a fully diluted basis. The

Directors so appointed by these Groups may also be appointed on any committee

constituted by the Board and on the board of directors of the subsidiaries of the Company.

Subject to applicable laws, the Directors appointed by Group 2 and Group 3 shall be non-

executive Directors. 1

160. In the event that the shareholding of one of the above-mentioned Groups falls below 15%,

then such Group shall immediately offer to the Board to withdraw the nomination of its

Director, whose decision shall be binding on the concerned Director and such concerned

Director should resign in the next Board meeting.

161. Notwithstanding anything contained in the Article 159 and Article 160 above, post the

date on which the equity Shares of the Company are listed on the stock exchanges, the

right to appoint Directors pursuant to Article 159 above, shall be subject to the approval

of the Shareholders of the Company by way of a Special Resolution at the first General

Meeting of the Company post the date on which the Equity Shares of the Company are

listed on the stock exchanges.

162. Notwithstanding anything contained herein to the contrary, subject to the applicable laws,

none of the Directors so appointed at any point would be required to hold any

qualification shares in the Company so as to be eligible for appointment as a Director and

so long as they hold office in accordance with the terms of these Articles.

163. Subject to Article 159 above, the Groups shall have the right to require the removal of

their respective nominee Director, as the case may be, at any time and shall be entitled to

nominate another representative as a Director in place of the Director so removed. In the

event of resignation, the concerned Group shall be entitled to nominate another

representative in place of such Director.

1 Article 159 was ratified by the shareholders by way of a Special Resolution passed in the Annual General

Meeting dated September 30, 2021 i.e. the first general meeting of the Company post the date on which the

equity shares of the Company were listed (March 24, 2021) on the stock exchanges.

26

XIX. MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

164. The Board may, from time to time, subject to Section 196 and other applicable provisions

of the Act, appoint one or more of their body 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 appointment.

165. Subject to the provisions of any contract between him and the Company, the managing

director/ whole-time director, shall be subject to the same provisions as to resignation and

removal as the other Directors and his appointment shall automatically terminate if he

ceases to be a Director.

166. Subject to the provisions of the Act, a managing director 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 party in other) as the Board may determine subject to the

approval of the Shareholders at the next General Meeting.

167. The Board, subject to Section 179 and any other applicable provisions of the Act, may

entrust to and confer upon a managing director or whole time director any of the powers

exercisable by them upon such terms and conditions and with such transfers, as they may

think fit and either collaterally with or to the exclusion of their own powers and may,

from time to time, revoke, withdraw or alter or vary all or any of such powers.

XX. MEETINGS OF THE BOARD

168. The Board may meet for the conduct of business, adjourn and otherwise regulate its

meetings, as it thinks fit, subject to the provisions of the Act.

169. A Director may, and the manager or the Secretary of the Company upon the requisition of

a Director shall, at any time convene a meeting of the Board, subject to the provisions of

the Act.

170. Subject to the provisions the Act, the Board shall meet at least 4 (four) times in a year in

such a manner that not more than 120 (one hundred and twenty) days shall intervene

between 2 (two) consecutive meetings of the Board.

171. The quorum for the meeting of the Board shall be one third of its total strength or 2 (two)

Directors, whichever is higher, and the participation of the Directors by video

conferencing or by other audio visual means shall also be counted for the purpose of

quorum. Provided that where at any time the number of interested Directors is equal to or

exceeds two-thirds of the total strength of the Board, the number of remaining Directors,

that is to say the number of Directors who are not interested and present at the meeting

being not less than 2 (two), shall be the quorum during such time.

172. The continuing Directors may act notwithstanding any vacancy in the Board; but if and so

long as their number is reduced below the quorum fixed by the Act for a meeting of the

Board, the continuing Directors or Director may act for the purpose of increasing the

number of Directors to that fixed for the quorum, or of summoning a General Meeting of

the Company, but for no other purpose.

27

173. If quorum is found to be not present within 30 (thirty) minutes from the time when the

meeting should have begun or if during the meeting, valid quorum no longer exists, the

meeting shall be reconvened at the same time and at the same place 7 (seven) days later.

At the reconvened meeting, the Directors present and not being less than 2 (two) Persons

shall constitute the quorum and may transact the business for which the meeting was

called and any resolution duly passed at such meeting shall be valid and binding on the

Company.

174. Subject to the provisions of the Act allowing for shorter notice periods, a meeting of the

Board shall be convened by giving not less than 7 (seven) days’ notice in writing to every

Director at his address registered with the Company and such notice shall be sent by hand

delivery or by post or by electronic means.

175. Save as otherwise expressly provided in the Act, questions arising at any meeting of the

Board shall be decided by a majority of votes.

176. The Board may elect a Chairperson for its meetings and determine the period for which

he is to hold office. The Board may likewise appoint a vice-chairman of the Board of

Directors to preside over the meeting at which the chairman shall not be present. If no

such Chairperson is elected, or if at any meeting the Chairperson is not present within 5

(five) minutes after the time appointed for holding the meeting, the Directors present may

choose one of their member to be Chairperson of the meeting.

177. In case of equality of votes, the Chairperson and the vice-Chairperson of the Board shall

decide unanimously at Board meetings of the Company.

178. The Board may, subject to the provisions of the Act, delegate any of its powers to

committees consisting of such Member or Members of its body as it thinks fit.

179. Any committee so formed shall, in the exercise of the powers so delegated, conform to

any regulations that may be imposed on it by the Board and applicable under Law.

180. A committee may elect a Chairperson of its meetings and may also determine the period

for which he is to hold office. If no such Chairperson is elected, or if at any meeting the

Chairperson is not present within 5 (five) minutes after the time appointed for holding the

meeting, the Members present may choose one of their Members to be Chairperson of the

meeting.

181. A committee may meet and adjourn as it thinks fit.

182. Questions arising at any meeting of a committee shall be determined by a majority of

votes of the Directors present. The chairperson of the committee, if any, shall not have

any second or casting vote.

183. Subject to these Articles and Sections 175, 179 and other applicable provisions of the Act,

a circular resolution in writing, executed by or on behalf of a majority of the Directors or

members of the Committee, shall constitute a valid decision of the Board or committee

thereof, as the case may be, provided that a draft of such resolution together with the

information required to make a fully-informed good faith decision with respect to such

resolution and appropriate documents required to evidence passage of such resolution, if

any, was sent to all of the Directors or members of the committee (as the case may be) at

their addresses registered with the Company in India by hand delivery or by post or by

courier, or through such electronic means as may be prescribed under the Act, and has

been approved by a majority of the Directors or members who are entitled to vote on the

resolution.

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184. All acts done in any meeting of the Board or of a committee thereof or by any Person

acting as a Director shall, notwithstanding that it may be afterwards discovered that his

appointment was invalid by reason of any defect for disqualification or had terminated by

virtue of any provisions contained in the Act, or in these Articles, be as valid as if every

such Director or such Person had been duly appointed and was qualified to be a Director.

185. Subject to the provisions of the Act, no Director shall be disqualified by his office from

contracting with the Company, nor shall any such contract entered into by or on behalf of

the Company in which any Director shall be 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 realized by any such contract by reason only of such Director holding that

office or of the fiduciary relations thereby established; provided that every Director who

is in any way whether directly or indirectly concerned or interested in a contract or

arrangement, entered into or to be entered into by or on behalf of the Company, shall

disclose the nature of his concern or interest at a meeting of the Board and shall not

participate in such meeting as required under Section 184 and other applicable provisions

of the Act, and his presence shall not count for the purposes of forming a quorum at the

time of such discussion or vote.

XXI. POWERS OF THE DIRECTORS

186. 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 or 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 other government papers and

instruments that shall be necessary, proper or expedient, for the authority and direction of

the Company except only such of them as by the Act or by these Articles are expressly

directed to be exercised by the Members in the General Meeting.

187. Subject to Section 179 of the Act, the Directors shall have the right to delegate any of

their powers covered under Section 179(3)(d) to Section 179(3)(f) to any committee of

the Board, managers, or any other principal officer of the Company as they may deem fit

and may at their own discretion revoke such powers.

188. The Board of Directors shall, or shall authorize Persons in their behalf, to make necessary

filings with governmental authorities in accordance with the Act and other applicable Law,

as may be required from time to time.

189. Subject to the provisions of the Act, these Articles and other applicable provisions of Law,

the Board shall be entitled to exercise all such powers, and to do all such acts and things as

the Company is authorized to exercise and do; provided that the Board shall not exercise

any power or do any act or thing which is directed or required, whether by the Act, or any

other statute or by the Memorandum of Association or by these Articles or otherwise, to be

exercised or done by the Company in a General Meeting; provided further that in

exercising any such power or doing any such act or thing, the Board shall be subject to the

provisions in that behalf contained in the Act or any other statute or in the Memorandum

of Association of the Company or in these Articles, or in any regulations not inconsistent

therewith and duly made thereunder, including regulations made by the Company in

General Meeting, but no regulation made by the Company in General meeting shall

invalidate any prior act of the Board which would have been valid if that regulation had

not been made.

190. Subject to the provisions of the Act and any other applicable Law for the time being in

29

force, the Directors shall have the power, from time to time and at their discretion, to

borrow, raise or secure the payment of any sum of money for and on behalf of the

Company in such manner and upon such terms and conditions in all respects as they think

fit and through 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 then available.

191. The Directors 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 may authorise any other Person or Persons to exercise such powers.

XXII. BORROWING POWERS

192. Subject to the provisions of the Act and these Articles the Board may from time to time,

at their discretion raise or borrow or secure the payment of any sum or sums of money for

and on behalf of the Company. Any such money may be raised or the payment or

repayment thereof may be secured in such manner and upon such terms and conditions in

all respect as the Board may think fit by promissory notes or by opening loan or current

accounts or by receiving deposits and advances at interest with or without security or

otherwise and in particular by the issue of bonds, perpetual or redeemable Debentures of

the Company charged upon all or any part of the property of the Company (both present

and future) including its uncalled capital for the time being or by mortgaging or charging

or pledging any lands, buildings, machinery, plant, goods or other property and Securities

of the Company or by other means as the Board deems expedient.

193. The Board of Directors shall not except with the consent of the Company by way of a

Special Resolution, borrow moneys where the moneys to be borrowed together with the

moneys already borrowed by the Company (apart from temporary loans obtained from the

Company’s bankers in the ordinary course of business) exceeds the aggregate of paid-up

Share Capital, free reserves and securities premium of the Company.

XXIII. DIVIDEND AND RESERVES

194. The Company in a General Meeting may declare dividends, but no dividend shall exceed

the amount recommended by the Board.

195. Subject to the provisions of the Act, the Board may from time to time pay to the Members

such interim dividends as appear to it to be justified by the profits of the Company.

196. The Board may, before recommending any dividend, set aside out of the profits of the

Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion

of the Board, be applicable for any purpose to which the profits of the Company may be

properly applied, including provision for meeting contingencies or for equalising

dividends; and pending such application, may, at the like discretion, either be employed

in the business of the Company or be invested in such investments (other than Shares of

the Company) as the Board may, from time to time, think fit. The Board may also carry

forward any profits which it may consider necessary not to divide, without setting them

aside as a reserve.

197. Subject to the rights of Persons, if any, entitled to Shares with special rights as to

dividends, all dividends shall be declared and paid according to the amounts paid or

credited as paid on the Shares in respect whereof the dividend is paid, but if and so long as

nothing is paid upon any of the Shares in the Company, dividends may be declared and

paid according to the amounts of the Shares.

30

198. No amount paid or credited as paid on a Share in advance of calls shall be treated for

the purpose of these Articles as paid on the Share.

199. All dividends shall be apportioned and paid proportionately to the amounts, paid or

credited as paid on the Shares during any portion or portions of the period in respect of

which the dividend is paid, but if any Share is issued on terms providing that it shall

rank for dividend as from a particular date such Share shall rank for dividend

accordingly.

200. The Board may deduct from any dividend payable to any Member all sums of money, if any,

presently payable by him to the Company on account of calls or otherwise in relation to the

Shares.

201. Any dividend, interest or other monies payable in cash in respect of Shares may be paid

by electronic mode or by cheque, demand draft or warrant sent through the post directed

to the registered address of the holder or, in the case of joint holders, to the registered

address of that one of the joint holders who is first named on the register of Members of

the Company, or to such Person and to such address as the holder or joint holders may in

writing direct.

202. Every such cheque or warrant shall be made payable to the order of the Person to whom

it is sent.

203. Any one of two or more joint holders of a Share may give effectual receipts for any

dividends, bonuses or other payments in respect of such Share.

204. Notice of any dividend, whether interim or otherwise, that may have been declared shall

be given to the Persons entitled to Share therein in the manner mentioned in the Act.

205. No dividend shall bear interest against the Company.

206. A Shareholder can waive/forgo the right to receive the dividend (either final and/or

interim) to which he is entitled, on some or all the equity Shares held by him in the

Company. However, the Shareholder cannot waive/forgo the right to receive the dividend

(either final and/or interim) for a part of percentage of dividend on Share(s).

207. Where a dividend has been declared by the Company but has not been paid or claimed

within thirty days from the date of the declaration to any Shareholder entitled to the

payment of the dividend, the Company shall, within seven days from the date of expiry of

the said period of thirty days, transfer the total amount of dividend which remains unpaid

or unclaimed to a special account to be opened by the Company in that behalf in any

scheduled bank to be called the ‘Unpaid Dividend Account’.

208. Any money transferred to the ‘Unpaid Dividend Account’ of a company which remains

unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer, shall

be transferred by the Company to the fund known as Investor Education and Protection

Fund established under section 125 of the Act. There shall be no forfeiture of unclaimed

dividends before the claim becomes barred by law.

209. All Shares in respect of which the Dividend has not been paid or claimed for 7 (seven)

consecutive years or more shall be transferred by the Company in the name of Investor

Education and Protection Fund along with a statement containing such details as may be

prescribed. Provided that any claimant of Shares so transferred shall be entitled to claim

the transfer of Shares from Investor Education and Protection Fund in accordance with

31

such procedure and on submission of such documents as may be prescribed.

210. The Company shall comply with the provisions of the Act in respect of any dividend

remaining unpaid or unclaimed with the Company.

XXIV. INSPECTION OF ACCOUNTS

211. (i) The Board shall cause proper books of account to be maintained under Section

128 and other applicable provisions of the Act.

(ii) The Board shall, from time to time, in accordance with the Act, determine

whether and to what extent and at what times and places and under what

conditions or regulations all books of the Company or any of them, shall be open

to the inspection of Members not being Directors.

(iii) No Member (not being a Director) or other Person 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.

(iv) Each Director shall be entitled to examine the books, accounts and records of the

Company, and shall have free access, at all reasonable times and with prior

written notice, to any and all properties and facilities of the Company.

XXV. SECRECY

212. Every manager, auditor, trustee, member of a Committee, officer, servant, agent,

accountant or other Persons employed in the business of the Company shall, if so required

by the Board, before entering upon the duties, sign a declaration pledging himself to

observe strict secrecy respecting all bona fide 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 the country and except so far as

may be necessary in order to comply with any of the provisions in these Articles, the

provisions of the Act and the Law.

XXVI. WINDING UP

213. The Company may be wound up in accordance with the Act and the Insolvency and

Bankruptcy Code, 2016, as amended. (to the extent applicable).

XXVII. THE SEAL

214. (i) The Board shall provide for the safe custody of the seal of the Company.

(ii) 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 1 (one) Director or Company Secretary or

any other official of the Company as the Board may decide and that 1 (one)

Director or Company Secretary or such official shall sign every instrument to

which the Seal of the Company is so affixed in their presence. The Share

certificates will, however, be signed and sealed in accordance with Rule 5 of the

Companies (Share Capital and Debentures) Rules, 2014, as amended.

32

XXVIII. AUDIT

215. Subject to the provisions of the Act, the Company shall appoint an auditor at an Annual

General Meeting to hold office from the conclusion of that Annual General Meeting until

such time as permitted under the Act and Law, and every auditor so appointed shall be

informed of his appointment.

216. The Directors may fill up any casual vacancy in the office of the auditors within 30

(thirty) days subject to the provisions of Section 139 and 140 of the Act and the rules

framed thereunder.

217. The remuneration of the auditors shall be fixed by the Company in the Annual General

Meeting or in such manner as the Company may in the General Meeting determine.

XXIX. GENERAL AUTHORITY

218. Wherever in the Act, it has been provided that the Company shall have any right,

privilege or authority or that the Company cannot carry out any transaction unless the

Company is so authorized by its Articles then in that case, these Articles hereby authorize

and empower the Company to have such rights, privilege or authority and to carry out

such transaction as have been permitted by the Act, without there being any specific

Article in that behalf herein provided.

XXX. INDEMNITY

219. Every officer of the Company shall be indemnified out of the assets of the Company

against any liability incurred by him in defending any proceedings, whether civil or

criminal, in which judgment is given in his favour or in which he is acquitted or in which

relief is granted to him by the court or the National Company Law Tribunal.

33

IN WITNESS WHEREOF We the several persons being parties to these presents, whose names

and address are subscribed are desirous of being formed into Joint Stock Company as defined in

Section 566 of the Companies Act, 1956.

In pursuance of these Articles of Association, and we have taken number of shares in the capital

of the Company set out opposite our respective names.

Names, Address, descriptions,

occupations and signatures of

subscribers

Number of Equity

Shares taken by each

subscribers

Signature, Name, address,

description and

occupation of the witness

1. Hansaben Desai

W/o.Suresh Chandra Desai

5,Jantanagar,Opp.Kapadia Health Club,

New Civil Road, Surat.

Business Sd/-

76,000

(Seventy-six

Thousand)

Common witness for

All the Subscribers

Mohanlal Baid

S/o. Dhanraj Baid

1020, Ambaj iMarket,

Kamela Darwaja

Ring Road, Surat -

395 002

Company Secretary

Sd/-

2. Soniya Desai

D/o.Suresh chandra Desai

5,Jantanagar,Opp.Kapadia Health Club,

New Civil Road, Surat.

Business Sd/-

4,000 (Four

Thousand)

3. Anand Desai

S/o.Suresh Chandra Desai

5,Jantanagar,Opp.Kapadia Health Club,

New Civil Road, Surat.

Business Sd/-

70,000

(Seventy

Thousand)

4. Mona Desai

W/o.Anand Desai

5,Jantanagar,Opp.Kapadia Health Club,

New Civil Road,Surat.

Business Sd/-

50,000

(Fifty

Thousand)

5. Purnima Desai

W/o.Ashwin Desai

40,Jaldarshan Society,

Nr. Umrigar School, Surat.

Business Sd/-

50,000

(Fifty

Thousand)

6. AshwinDesai

S/o.Jayantilal Desai

40,Jaldarshan Society,

Nr. Umrigar School, Surat.

Business Sd/-

70,000

(Seventy

Thousand)

7. Rohan Desai

S/o.Ashwin Desai

40,Jaldarshan Society,

Nr. Umrigar School, Surat.

Business Sd/-

40,000

(Forty

Thousand)

8. Aman Desai

S/o. Ashwin Desai

40,Jaldarshan Society,Nr. Umrigar School,

Surat.

Business Sd/-

40,000

(Forty

Thousand)

Total 4,00,000

(Four Lacs)

Place: Surat Dated this 5th day of September, 2003