ARTICLES OF ASSOCIATION OF PRIVATE LIMITED IN THESE REGULATIONS: 1. (a) The Act means Companies Act, 1956 (b) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning in the Act or any statutory modifcation thereof in force at the date at which these regulations become binding on the Company. APPLICATION OF TABLE A 2. Regulations contained in the Table A in the frst schedule to the Companies Act, 1956 shall apply so far only as they are not in consistent with any of the provisions contained in these Regulations and except is so far as they are not modifed varied, altered or abrogated these Articles. PRIVATE COMPANY 3. The Company is a private company within the meaning of section 2(68) of the Companies Act, 2013, private company means a company having a minimum paid-up share capital of one lakh rupees or such higher paid-up share capital as may be prescribed, and which by its articles, (i) restricts the right to transfer its shares; (ii) except in case of One Person Company, limits the number of itsmembers to two hundred: Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member: Provided further that (A) persons who are in the employment of the company; and (B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and (iii) prohibits any invitation to the public to subscribe for any securities of the company; SHARE CAPITAL 4. (a) The Authorised Share Capital of the Company will be such amount and such description as shall have been stated in Clause V of the Memorandum of Association of the Company from time to time. (b) The minimum paid up capital of the Company shall be Rs. 1,00,000/- (Rupees One Lakh only). ISSUE OF PREFERENCE SHARES 5. Subject to the provisions of Section 80 of the Act, any preference shares may, with the sanction of an ordinary resolution, 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. CALLS ON SHARES 6.In clause 13 of the Table A the words provided that no call shall exceed one-fourth of the nominal value of the shares or be payable at less, than one month from that date fxed for the payment of the last preceding shall be omitted. ALLOTMENT OF SHARES 7. Subject to the provisions of the Act and these Articles the shares in the capital of the Company for the time being (including any shares forming part of any increased capital of the Company) shall be under the control of the Board who may allot, issue or otherwise dispose of the same or any of them to such person, in such proportion and on such terms and conditions and either at a premium or at par or (subject to compliance with the provisions of section 79 of the Act) at a discount and at such times as it may from time to time think ft and proper. PAYMENT OF CALLS IN ADVANCE 8. The Board may, if it thinks ft, receive from any member willing to advance the whole or any part of the money due upon the shares held by him beyond the sums actually called for, and upon the moneys so paid in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as the member paying in excess of the amounts of calls shall not rank for dividends nor shall the members be entitled to any voting rights in respect of the money so paid by him until the same should, but for such payment, become presently payable. ISSUE OF SHARES TO MINORS 9. The Company shall be entitled to issue and or allot any shares and to register any shares in the name of any minor person if fully paid and allow the dividend thereof to be collected by the guardian recognized by the Company as the guardian of such minor shareholder. Such guardian shall exercise all the rights in respect of such shares including the rights of voting and transfer. COMPANYS LIEN ON SHARES 10. The Company shall have in addition to the powers conferred by the Regulation of Table A in this respect, frst and paramount lien over all the shares (whether partly paid or fully paid) registered in the name of each member (whether solely or jointly with others) and upon the sale proceeds thereof for his debts, liabilities and engagement solely or jointly with any other person, to or with the Company whether the period for the payment fulfllment or discharge thereof shall have actually arrived or not. Such lien shall also extend to all dividends and bonuses payable thereon. FORM OF INSTRUMENT OF TRANSFER 11. Shares in the Company shall be transferred in any usual or common form, which the directors shall approve. TRANSFER OF SHARES 12. (a) Except as hereinafter provided no shares in the Company shall be transferred unless and until the rights of pre- emption hereinafter conferred shall have been exhausted. (b) Every Member who intends to transfer shares shall give notice in writing to the Board of his intention. That notice shall constitute the Board as his agent for the sale of the said shares in one or more lots at the discretion of the Board to members of the Company at a price to be agreed upon by the Vendor and the Board, or in default of agreement, at a price which the Auditor of the Company for the time being shall certify, by writing under his hand, to be, in his opinion, the fair selling value thereof as between vendor and a willing purchaser. (c) Upon the price being fxed as aforesaid, the Board shall forthwith give a written notice to all the Members of the Company (excluding the Vendor) of the number and price of the shares to be sold and invite each of them to state in writing within twenty-one days from the date of the aforesaid notice whether he is willing to purchase any, and if so, what maximum number, of the said shares. (d) On the expiry of the said twenty-one days, the Board shall allocate the said shares to or amongst the Member(s) who shall have expressed his or their willingness to purchase as aforesaid and (if more than one) so far as may be, pro-rata, according to the number of shares already held by them respectively, provided that no Member shall be obliged to take more than the said maximum number of shares so notifed by him as aforesaid. (e) In the event of the whole of the said shares not being sold under sub-clause (d) of this Articles, the Board may, at any time within 60 days after the expiration of the said period of 21 days, arrange to transfer the shares not so sold or any part thereof at the price aforesaid to any person, whether an existing member of the Company or not. (f) Upon such allocation being made as referred to in sub- clause (d) hereof, or on the Board arranging to transfer the shares as mentioned in sub-clause (e) hereof, the vendor shall be bound on payment of the said price, to transfer the shares to the purchaser or purchasers and, if he makes default in so doing, the Board may receive and give a good discharge for the purchase money on behalf of the vendor and enter the name of the purchaser or purchasers in the register as holder or holders by transfer of the shares purchased by him or them. (g) In the event of the whole of the said shares not being sold under the aforesaid provision, the vendor may, after he has transferred such of the shares sold as aforesaid to the purchaser or purchasers, but, in any event, within 45 days from the expiry of the said period of 60 days referred to in sub-clause (e) hereof, transfer the shares not so sold to any person, and at any price. PERMISSIBLE TRANSFER AND TRANSMISSION OF SHARES BY MEMBERS 13. Notwithstanding anything herein contained any shares may be transferred without any restriction whatsoever by a member to his spouse, daughter, son and legal descendant or son, father, mother, any share of deceased, member may be transferred by his executors of administrators or other legal representative to the spouse, daughter, son and legal descendent or son, father, mother or such deceased member (to whom such deceased member may have specifcally bequeathed the same) and only shares standing in the name of the trustees of the will of a deceased member may be transferred upon any change as herein provided. The restrictions in these Articles of relating to transfer of shares shall not apply to any transfer authorised by these Articles. DIRECTORS MAY REFUSE TO REGISTER TRANSFER 14. Subject to the provisions of sub-section (8) of section 111 of the Act, the Board may, on behalf of the Company and at its own absolute and uncontrolled discretion and without assigning any reason, decline to register or acknowledge any transfer of shares (not withstanding that the proposed transferee be already a member) but in such case, it shall within two months from the date on which the instruments of transfer was lodged with the Company send too the transferee and the transferor notice of the refusal to register such transfer and return the documents lodged as aforesaid to the transferor. DIVIDEND 15. Subject to the Section 205 and 206 of the Act, there may, from time to time, be paid to the members such dividends, interim or otherwise, as may appear to the Board justifed by the profts of the Company. No dividend shall be paid otherwise than out of the profts of the year or any other undistributed profts including reserves. The Company shall declare dividend at any Annual General Meeting. Every Dividend Warrant may be sent by post to the last registered address of the member entitled thereof and the receipt of the person whose name, at the date of the declaration of dividend, is entered in the register of members as the owner of any share, or incase joint holders, of any one of such holders, shall be good discharge to the Company for all payments made in respect of shares. No unpaid dividend shall bear interest as against the Company. A transfer of share will not pass the right to any dividend declare thereon before the registration of the transfer by the Company. BUY-BACK OF SHARES 16. Subject to the provisions of the Sections 77, 77A, 77AA, 77B of the Companies Act, 1956 or corresponding provisions the rules, regulation, enactments and guidelines for the time being thereof in force prescribed by the Central Government or any other authorities, the Company may purchase its own Securities or other specifed securities (hereinafter referred to as buy back) out of i) its free reserves; or ii) the securities premium account; or iii) the proceeds of any shares or other specifed securities SWEAT EQUITY SHARES 17. Notwithstanding anything contained in Section 79 but subject to the provisions of Section 79A, the Company may from time to time by Special Resolution issue sweat equity shares of a class of shares already issued. BOARD OF DIRECTORS 18. Subject to the provisions of section 252 of the Act and unless and until otherwise determined by the Company in General Meeting the number of Directors shall not be less than two or more than twelve. DIRECTORS 19. The frst Directors of the Company shall be: 1. Director 1 2. Director 2
The aforesaid persons shall remain as Directors for their respective life times or until voluntarily resigning their ofce and shall be entitled to nominate their successors either by writing or a will and such successors, and so on, the intention being that the aforesaid two person or person(s) nominated by them and / or their successors shall at all times be entitled to act as the Directors of the Company. HOLDING OF QUALIFICATION SHARES NOT NECESSARY 20. It shall not be necessary for a Director to hold any qualifcation shares. APPOINTMENT OF ADDITIONAL DIRECTOR 21. The Board shall have power at any time and from time to time appoint any other qualifed person to be additional director, provided that the total number of Directors shall not at any time exceed the maximum fxed under the Articles. Any such additional Director shall hold ofce only upto the date of next Annual General Meeting but shall be eligible for re-appointment as a Director. DIRECTORS RETIREMENT BY ROTATION 22. The Directors of the Company shall not subject to retirement by rotation and shall continue to hold ofce unless otherwise determined by the Company in the General Meeting. FILLING UP OF VACANCY 23. In the event of death or voluntary retirement of any of the Directors, the remaining Directors then on Board shall have power to fll up the vacancy. The Director so appointed shall hold the ofce till the conclusion of the next following Annual General Meeting. VACATION OF OFFICE BY DIRECTOR 24. Subject to the provision of Section 283 (1) the ofce of the Director shall also become vacant if he gives the Company one month notice in writing when he resigns his ofce (The Company may accept shorter notice). Any acts done in good faith by Director whose ofce is vacated either by the provisions of section 283(1) or as aforesaid shall be valid unless prior to doing of such at, the written notice shall have been served upon a company or entry shall have been made in the Directors minute book stating that such Director has ceased to be Director of the Company. REMOVAL OF DIRECTOR 25. The Company may by passing resolution at any general meeting of the members, remove any director before the expiration of his period of ofce, and may appoint another person instead. The person so appointed shall hold ofce during such time only as a director in whose place he is appointed would have held the same if he had not been removed. DIRECTORS MAY ACT NOTWITHSTANDING VACANCY 26. The continuing directors may act notwithstanding any vacancy in their body, but if and so long as the number of Directors is reduced below the number fxed by or pursuant to the regulations of the Company as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose. ALTERNATE DIRECTORS 27. The Board may appoint an Alternate Director to act for a Director during his absence for a period of not less than three months from the State in which the meeting of the Board is ordinarily held. Every such Alternate Director, shall subject to his giving to the Company an address in India at which notice may be served on him, be entitled to notice of meeting of Directors and to attend and vote as a Director and be counted for the purpose of a quorum and generally at such meetings to have and exercise all the powers and duties and the authorities of the Original Director. The Alternate Director shall vacate ofce as and when the Original Director returns to the State in which the meetings of the Board are ordinarily held. If the terms of ofce of the Original Director are determined before he returns to the State, any provision in the Act or in these Articles for the automatic re- appointment of retiring Director in default of another appointment shall apply to the Original Director and not to the Alternate Director. ALLOWANCE TO DIRECTORS FOR ATTENDING MEETING 28. A remuneration to the Directors including Alternate Director for attending meeting or any adjourned meeting of the Board or any committee thereof shall be fxed from time to time, by the board, and the absence thereof, no such remuneration shall be paid to the Directors for the meeting attended to by them. The Company will further be entitled to pay all the reasonable expenses incurred by such Directors in attending such meeting by way of traveling, lodging and boarding expenses and other incidental expenses. SPECIAL REMUNERATION 29. The Directors may award special remuneration out of the funds of the Company to any Director going or residing abroad in the interest of the Company or undertake any work additional to that required of directors of a Company similar to this. FURTHER REMUNERATION TO DIRECTORS 30. The Directors (including alternate Directors) shall be paid such further remuneration (if any), as the Company in General Meeting shall from time to time determine and such additional remuneration which shall be divided among the Directors in such proportion and manner as may from time to time be determined by the Company in General Meeting. CHAIRMAN 31. The Board may, from time to time, appoint any Director to be the Chairman of the Board, for fxed term or without any limitation as to the period for which he is to hold such ofce. The Chairman of the Board shall be subject to the same provisions as to resignations and removal as the other Directors and he shall ipso facto and immediately, cease to be the Chairman if he ceases to hold the ofce of Director for any cause. MANAGING DIRECTOR 32. Subject to the provisions of Section 267 of the Act, any of these articles, the board shall have power to appoint from time to time any Director as the Managing Director of the Company, upon such terms and conditions as the Board may think ft. The Board may by a resolution vest in the Managing Director such of the powers may be made exercisable for such period and periods and upon such conditions and subject to the restrictions as it may determine, the remuneration of a Managing Director may be by way of monthly payment, fee for each meeting or participation in profts or by any or all these modes or any other mode not expressly prohibited by the Act. The Managing Director of the Company shall not be liable for retirement by rotation. POWER OF THE BOARD OF DIRECTORS 33. Subject to the provisions of law applicable to private companies the Board shall be entitled to exercise all such powers and do all such acts and things, as the Company is authorised to exercise and do except as are not by the act or by these articles required to be exercised by the Company in general meeting or which have been prescribed by the Company in a General Meeting to the exercised only it at such meeting, but no such regulation shall invalidate any prior act of the Directors, which would have been valid if such regulation had not been made. The restrictions on the powers of the Board of Directors imposed by Section 293 in the case of a public Company shall not apply in the case of this Company and the Directors may exercise any of the powers specifed therein without the consent of the Company in General Meeting accorded by a special resolution subject to the provisions of law applicable to private Companies. BORROWING POWERS 34. The Directors may, at time and from time to time at their discretion raise or borrow any sum or sums of money by receiving loans, advances, deposits, for fxed period or otherwise with or without security or otherwise, for the purpose of the Company from any person/s., Banks/s, frm/s, or Company/s, expressly including any member of Company as they deem ft. The Directors may secure the repayment of such money together with interest or premium thereon, in such manner and upon such terms and conditions in all respects as they think ft and in particular by way of mortgaging and or charging and/or pledging the whole or any part of the Companys movable and immovable property and assets, present or future, including the Companys uncalled capital (if any) and may issue bonds, debentures or debenture-stock either charged upon the whole or any part of the assets, and properties of the Company or not so charged or otherwise. Any bonds, debentures, debenture stock or other securities issued or to be issued by the Company shall be under the control of the control of the Directors, who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the beneft of the Company. DELEGATION OF POWER BY DIRECTORS 35. The Directors from time to time and at any time, may subject to section 292 of the Act, delegate to any Managing Director, local board, manager, attorney or agent, any of the powers, authorities and discretion and any such appointment or delegations for the time being may be made on such terms and subject to such conditions including powers to sub-delegate and the Directors may at any time remove any person so appointed and may annual or vary any such delegation but no person dealing in good faith and without notice of such annulment or variation shall be afected thereby. PLACE OF BOARD MEETING 36. The meeting of the Board may be convened at such time and at such place as may reasonably convenient, preference being given to the Registered Ofce of the Company. QUORUM OF BOARD MEETING 37. The quorum of the Board meeting shall be one third of the total strength (any fraction contained in that one third being counted as one) or two directors whichever is higher. However the number of Directors present in an adjourned board meeting, the same will from quorum. NOTICE OF BOARD MEETING 38. (a) A Board meeting can be called by giving a notice of 24 hours. (b) A notice calling the Board meeting need not contain any agenda. DIRECTOR MAY CONTRACT WITH COMPANY 39. A Director may hold any ofce or place of proft in the Company (other than that of Auditor) in conjunction with the ofce of Director, and may enter into contracts or arrangements or have dealings with the Company, and shall not be disqualifed from ofce thereby, nor debarred from exercising his vote as a director when any such contract or arrangement is being deliberated, nor shall be liable to account to the Company for any proft arising out of any such contract, arrangement, or dealing to which he is a party or in which he is interested by reason of his being at the same time a Director of the Company, provided that such director discloses to the meeting of the Directors , at which such contract, arrangement, or dealing is frst taken into consideration, the nature of his interest therein or if such interest is subsequently acquired, provided that he discloses the fact that he has acquired such interest was acquired. A general notice given to the Directors by a Director to the efect that he is a member of a specifed Company or frm, and is to be regarded as interested in any contract, arrangement, or dealing which may, after the date of the notice, be entered into or made with that Company or frm, shall, for the purpose of this article, be deemed to be a sufcient disclosure of interest in relation to any contract, arrangement, or dealing so entered into or made. GENERAL MEETING 40. In pursuance of section 170 of the Act, the following provisions shall apply :
a) A general meeting of the Company may be called by giving seven days notice in writing and section 171 shall apply, subject to the said modifcation. b) Section 173(2) shall not apply to the Company and accordingly where any special business is to be transacted at a general meeting there shall be no need to annex to the notice of the meeting an explanatory statement. c) No person shall be appointed a proxy unless and until he is a member of the Company and accordingly section 176(2) of the Act shall apply with such modifcation. d) An instrument appointment a proxy shall be valid if it is received by the Company at least 24 hours before the meeting in order that the appointment may be efective there at and accordingly section 176(3) shall apply with such modifcation. e) No member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has exercised any right or lien. f) With the consent in writing of the majority of the members for the time being a General Meeting may be convened at a shorter notice than seven days or without notice. OMISSION TO GIVE NOTICE NOT TO INVALIDATE ANY RESOLUTION PASSED 41. The accidental omission to give any such notices as aforesaid to any of the members of the non-receipt thereof , shall not invalidate any resolution passed at any such meeting. QUORUM OF GENERAL MEETING 42. Two members personally present shall be a quorum of any general meeting of the Company. VOTING RIGHTS 43. On a show of hands every member holding equity shares of the Company, and present in person shall have one vote. On a poll, every member holding equity shares of the Company whether present in person or by proxy, shall have vote for each equity share held by him. The holder of preference shares shall have no right to attend or vote at any meeting of the Company except where law otherwise directs. BOOKS OF ACCOUNTS 44. (a) The Board shall cause proper books of account to be maintained under Section 209 of the Act. (b) The Board shall also, from time to time, determine whether and to what extent and at what time and places and under what conditions or regulations account books of the Company of any of them shall be open to the inspection of members, not being Directors. (c) No member (not being a Director) shall have any right of inspecting any account book or document of the Company except as conferred by the Act and the other laws authorised by the Company in General Meeting. COMMON SEAL 45. The Board shall provide a common seal for the purpose of the company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof and the Board shall provide for the safe custody of the seal for the time being and the seal shall never be used except by the authority of the Board or committee of the Board, previously given and in the presence of a director or secretary of the Company or some other persons appointed by the Board for the purpose. The Board shall also provide for an ofcial seal for use in any territory, district or place not situated in India and such ofcial seal shall be a fascimile of the common seal of the Company with the addition on its face of the name of the territory, district or place where to is to be used. The regulation for the use of an ofcial seal for use outside India shall be governed by the provisions of the Act. Provided nevertheless that certifcates of shares or debentures may be sealed and signed in the manner and in conformity with the provisions of the Companies (Issue of Share Certifcates) Rules 1960. INDEMNITY 46. Subject to the provisions of the Act, no director or other ofcer or employee of the Company shall be liable for the acts, receipts, neglects or defaults of any other director or ofcer or employee for joining in any receipt or other act for the sake of confrmity or for any loss or expense happening to the Company through insufciency or defciency of the title to any property acquire by order of the Board of Directors for or on behalf of the company or for the insufciency or defciency of any security in or upon which may of the moneys of the Company shall be invested or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or efects shall be deposited or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his ofce or in relation thereto unless the same happens through his own negligence, default, misfeasance, breach of duty or breach of trust. ARBITRATION 47. All disputes respecting the interpretation of these Articles or among the shareholders inter-se or the shareholder vis--vis the Directors or Managing Director shall be referred to arbitrators, one to be nominated by each disputant, and their decision shall be binding on the parties concerned. In case the arbitrators are unable to decide amongst themselves on the point or points referred to them, they shall refer them to the umpire appointed under the Indian Arbitration Act, 1940. WINDING-UP 48. In all respects the winding up proceedings of the Company when taken up shall be governed by the Companies Act, 1956. In the event of winding up the Company may distribute among the members of the company in specie or otherwise any property of the Company subject to the provisions of the Companies Act, 1956 or any other law for the time being in force. MEMBERS NOT ENTITLED TO INFORMATION 49. No member shall be entitled, except to the extent expressly permitted by the act or these Articles, to enter upon the property of the Company or to require discovery of or in information respecting any detail of the Companys trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interest of the members of the Company to communicate to the public. GENERAL AUTHORITY 50. Wherein the Companies Act, 1956, it has been provided that the Company shall not have any right, privilege, or authority of that the Company cannot carry out any transaction unless the Company is so authorised by its Articles, then and in that case this Article, hereby authorizes and empowers the Company to have such right privilege or authority and to carry out such transaction as have been permitted by the Companies Act, 1956 without there being any other specifc Article in that behalf herein provided. *********************************** We the several person whose names addresses, descriptions are, hereunder subscribed are desirous of formed into a Company in accordance with and pursuance of the Articles of Association Names , Description Address and Occupation of Subscribers Signature of the Subscribers Name, Address and occupation of witness to Date: Place: -