ARTICLES OF ASSOCIATION

OF
PUROTECH HOME APPLIANCES (P) LIMITED

PRELIMINARY
1. The regulations contained in “Table A” in the first schedule to the Indian
Companies Act 1956 (hereinafter referred to as “Table A”) shall apply to the Company so far
as they are not inconsistent with the regulations herein contained.

THE COMPANY
2. The Company is a Private Company within the meaning of Section 3(1)(iii) of the Indian
Companies Act 1956 and accordingly:

(a) The right to transfer Shares of the Company is restricted in the manner and to
the extent hereinafter provided,
(b) No invitation shall be issued to the Public to subscribe for any Shares or
Debentures of the Company and,
(c) The number of the Members of the Company (exclusive of persons in employment of the
Company) shall be limited to fifty, provided that for the purpose of this provision, where two
or more persons hold one or more Shares in the Company jointly, they shall be treated
as a Single Member.

CAPITAL.
3. The Authorized Share Capital of the Company shall be such amount and be divided into such
shares as may, from time to time, be provided in clause 5 of Memorandum of Association
payable in the manner as may be determined by the Directors from time to time.

4. The Company shall have the power to increase, reduce, consolidate, divide, sub- divide or re-
organize the Authorized Share Capital from time to time by Special Resolution and in
accordance with the Regulations of the Company and the Legislative Provisions in force for the
time being in that behalf.

1
5. The minimum paid-up share capital of the company shall not be less than Rs. 1,00,000
(RUPEES ONE LAC).

CALLS ON SHARES
6. Unless otherwise agreed by the Directors of the Company, and subject to the provisions
contained in the Articles, all the Shares shall be issued as fully paid-up.

7. The allotment of Shares shall be under the control of the Directors who may allot, reject, or
otherwise dispose of the same to such persons and on such terms and conditions as they think fit
without assigning any reason for the same.

8. The Board of Directors may allot to any person shares in the capital of the Company in payment
or part payment for purchasing Rights, Goods, Stocks, Assets, Machinery etc., or in
considerations of any service rendered or to be rendered to the Company by any of its
employees.

TRANSFER AND TRANSMISSION OF SHARES

9. The instrument of transfer of any share in the Company shall be executed both by the Transferor
and the Transferee, and the Transferor shall be deemed to remain the holder of the Share until the
name of the Transferee is entered in the Register of Members in respect thereof. The Board shall
be bound to register a transfer of shares made in accordance with the provisions of these Articles
and not otherwise. No transfer shall be registered in the Books of the Company unless approved
by the Board of Directors in writing.

10. Shares of the Company shall be transferred in any usual or common form which the Directors
may prescribe.

GENERAL MEETINGS
11. For calling an Annual General Meeting, not less than seven days notice and for calling an
Extraordinary General Meeting, not less than two days notice shall be given in the manner
prescribed by the Companies Act, 1956 or as the Directors may decide.

12. No business shall be transacted at any general meeting unless a quorum of members is present at
the time when the meeting proceeds to business and throughout the meeting. Quorum shall be at
least two members present in person.

2
13. If within half an hour from the time appointed for holding a general meeting, a quorum is not
present, the meeting shall stand adjourned to the same day in the next week at the same time and
place or to such other day and at such time and place as the Chairman may determine.

14. At any General Meeting a Resolution put to vote shall be decided on a show of hands.

DIRECTORS
15. The management of the Company shall be vested with the Board of Directors consisting of not
less than 2 (two) and not more than 8 (eight) Directors.

16. The qualification of a Director shall be the holding of equity shares of a minimum of Rupees
Two Thousand each in his or her own name in the Capital of the Company.

17. The following shall be the First Directors of the Company and be called as the
Founder Directors of the Company:-
(1) Shri Jyoti Amar Prakash.
(2) Shri Kumar Gaurav.

18. The following persons shall be the Directors of the Company and shall constitute
the Board of Directors:-
(1) The Two Founder Directors.
(2) Any Member of the Company nominated as a Director by the Founder Director at his option
but none of the Founder Directors shall have more than one Nominee at a time and
(3) Any other Member or Members of the Company as may be elected by the
Company in General Meeting.

19. The Remuneration of the Directors may be determined from time to time by the Company in the
General Meeting.

POWERS AND DUTIES OF DIRECTORS

20. The business of the Company shall be managed by the Directors of the Company who may pay
all the expenses incurred in setting up and registration of the Company, and may exercise all
such powers of the Company as are not, by the Indian Companies Act 1956 or any
Statutory Modification thereof for the time being in force or by these Articles, required to be
exercised by the Company in the General Meeting subject nevertheless to any Regulations of the
Articles, to the provisions of the said Act, and to such Regulations, being not inconsistent with
the aforesaid Regulations made by the Company in General Meeting shall invalidate any prior
act of the Directors which would have been valid if that regulations had not been made.

3
21. The Directors may from time to time make and annul such Rules, Regulations and Bylaws as
they deem expedient for the conduct of the Business of the Company and such Rules,
Regulations or Bylaws shall be considered as part of these Articles unless repugnant to the sense
of these presents.

22. The Directors may from time to time borrow or secure payment of any sum or sums or money
for the purpose of the business of the Company. Payments or Repayments of such money may be
raised or secured in such a manner and upon such terms and conditions in all respects as the
Directors may think fit, and in particular by creating a charge upon all or any part of the property
of the Company both present and future including the uncalled Capital of the Company for the
time being.

PROCEEDINGS
23. A Resolution in writing signed by all the Directors shall have the same effect and
validity as a Resolution of Board of Directors duly passed at a meeting of the Board duly
convened and constituted.

24. The Board of Directors may meet for the dispatch of business and shall so meet at least once in
every three months and at least four such meetings shall be held in every yesr. The Directors may
adjourn or otherwise regulate their meetings, as they think fit.
25. Twenty four hours written notice for holding a Meeting of the Board of Directors shall be
deemed sufficient. Two Directors personally present shall form the Quorum.

ROTATION OF DIRECTORS
26. At the First Annual General Meeting of the Company, the whole of the Directors except the
Founder Directors shall retire from office, and at the Annual General Meeting in every
subsequent year, one-third of the Directors, except the Founder Directors for the time being or, if
their number is not three or multiple of three, then the number nearest to one-third shall retire
from office.

27. The Directors to retire every year shall be those who have been longest in office
since their last election, but as between persons who become Directors on the same day,
those to retire (unless they otherwise agree among themselves) be determined by Seniority of their
Membership or by lot.

28. The retiring Directors shall be eligible for re-election.

4
29. The Company at the General Meeting at which a Director retires in the manner aforesaid or in
any subsequent General Meeting shall fill up the vacated office by electing a person thereto,
subject to the Right of Nomination by the Founder Director, to be exercised at their option.

30. The Board of Directors may for the purpose of management of the Company’s Business in all or
any of the lines of its trade appoint any Person, Firm, or Association as Managing Agents of the
Company on such terms and conditions as it thinks fit.

31. In case no Managing Agents are appointed as aforesaid or the Managing Agents are appointed
only for the purposes of a Specified Line or Lines of Trade, the
Business of the Company relating to all the Trades of the Company, as are not entrusted to the
Managing Agents, shall be managed by the Managing Director of the Company, whose Office,
Powers, and Duties shall be Governed by the Articles contained hereunder.

32. The Managing Director of the Company shall be elected from amongst the Directors of the
Company by the Board of Directors in its First Meeting to be held after the Annual General
Meeting of the Company on such terms and conditions as it thinks fit.

33. The Directors may elect amongst themselves Person to act as a Chairman of the Company for
One Year. The Chairman, if so elected, shall preside all the Meetings of the Company and the
Board of Directors shall exercise all the Supervisory Powers to control the Management of the
Company and its affairs.

34. The Remuneration of the Managing Director during the tenure of his Office shall be decided by
the Company in the General Meeting from time to time.

35. The Managing Director may, as and when required, confer Authority on any one to look after
and conduct suits and sign them, verify plaints and written statements and to institute conduct,
defend, compound, submit to Arbitration and abandon any Legal Proceedings and Claims on
behalf of the Company.

36. The Managing Director shall have full Power and Authority :-

(a) To invest and deal with any moneys of the Company not immediately required for the
purpose thereof and from time to time, vary or realize such investments

(b) To retain, reimburse, or pay out of the money of the Company all Salaries,
Wages, Allowances, Fees and Charges payable to any person engaged or to pay any
worker or employee of the Company and all sums due to him for his Remuneration or
Allowances or expenditure on behalf of the Company in accordance with these presents.

(c) To sign and give all receipts, releases and other discharges for money or goods
payable to the Company and for the Claims and Demands of the Company

(d) To receive all Money and Securities of the Company, pay all necessary cost,
charges and expenses incurred in the maintenance of the business and the

5
 property of the Company

(e) To give to any Officer, Counsel or any other person employed by or on behalf
of the Company, a fee or commission as he may deem fit

(f) To Control the working of the Company, its Branches, Agencies, Clerks and
other servants of the Company and to appoint, promote, degrade, transfer,
suspend, remove or punish any of them, or pass any order concerning them or
about the Management as may be deemed proper

(g) To enter into such negotiations, to contract and execute and do all such acts,
deeds and things for and on behalf of the Company, as he may consider
expedient for the business of the Company or in the interest of the Company

(h) To support or aid in the establishment and support of Associations or Institutions in funds
calculated to benefit any of the employees of the Company or their dependents or their
connections and to subscribe to other Charitable or other benevolent objects.

(i) To grant pensions, gratuities to the Company’s employees

(j) To open, operate and to withdraw Bank Accounts or other Accounts in the
name of the Company with any Bank, Bankers, Firm, Merchants, Company or
individual and to issue, acquire, use, deal in, pledge, mortgage, sell or negotiate issue, sell and
assign Cheques, Drafts, Bills of Exchange, Promissory Notes, Hundies, Debentures, Bonds,
Bills of Lading, Railway Receipts, Dock Warrant and other Negotiable, or Transferable
Instruments or Securities and to purchase, sell, negotiate, endorse or surrender for renewal
any Govt. Promissory Notes or War Loans or authorized or other securities whether of
Government of India or any other Government or any Municipal or Local Body or Authority
or otherwise whatsoever

(k) To suspend or immediately dismiss without notice any Officer, or employee of

the Company who may have been found guilty of disclosing the secrets of the
Company or to act dishonestly against the interest of the Company.

37. The Managing Director may appoint any person or persons, as and when required
to act as Manager, Assistant Manager, Incharge or Agent for the Company and its
Branches, on such terms, conditions and remuneration as he thinks fit and may delegate any
of his Powers to such Manager, Assistant Manager, Incharge or Agent as may be considered
necessary by him.

38. The Managing Director with the written permission of the Chairman, if any, may delegate or
sub-delegate his powers whether in part or in full to one of the Directors and also withdraw the
same whenever considered necessary.

SEAL

6
39. The Seal of the Company shall not be affixed to any Instrument except by the
Authority of Managing Director, Chairman, or any other two Directors and in
the presence of at least one Director or Secretary or such other person as the
Managing Director may appoint for this purpose.

DIVIDEND AND RESERVES

40. The Company in General Meeting may declare Dividends, but the amount of dividend shall not
exceed the amount recommended by the Directors.

41. The Directors may from time to time pay to the Members such interim dividends
as appear to the Directors to be justified by the distributable profits of the Company.

42. No dividend shall be paid otherwise than out of the profits of the year or any other
undistributed profits.

43. The Directors may, before recommending any dividend, set aside out of the profits of the
Company such sums as they think proper as a Reserve or Reserves which shall, at the discretion
of the Directors be applicable for meeting contingencies or for equalizing dividends or for any
other purposes to which the profits of the Company may be properly applied and pending such
applications may at the like discretion, either be employed in the business of the Company or be
invested in such investments (other than the Shares of the Company) as the Directors may
from time to time think fit.

44. No Dividend shall bear interest against the Company.

ACCOUNTS
45. The Directors shall cause to be kept proper books of accounts in accordance with section 209 of
the Act, especially with respect to:-

(a) All sums of money received and expended by the Company and the matter in
respect of which the Receipts and Expenditure take place
(b) All Sale and Purchase of goods by the Company
(c) The Assets and Liabilities of the Company.

46. The Directors shall as required by section 210 of the Indian Companies Act 1956, cause to be
prepared and be laid before the Company at every Annual General Meeting of the Company,
such Profit & Loss Account and Balance Sheet, as are referred to in the said section.

7
 AUDITORS
47. The Company shall, at each Annual General Meeting, appoint an Auditor(s) to hold office till the
next Annual General Meeting. The rights and duties of the Auditors so appointed shall be
regulated in accordance with sections 224 to 233 of the Act.

NOTICE
48. (1) A Notice may be served by the Company upon any Member either in person
or by sending it by post to him at his Registered Address, or if he has no
Registered Address in India, at the Address, if any, within India supplied by
him to the Company for the service of Notice to him.

(2) Where a Notice is sent by Post, service of the Notice shall be deemed to be
effected by properly addressing, pre-paying and posting letters containing the
Notice and unless the contrary is proved, to have been effected at the time at
which the letter would have be delivered in the ordinary course of post.

ARBITRATION
49. Any dispute concerning the affairs of the Company:-
(1) between the Members of the Company;
(2) between the Members of the Company and any Officer of the Company;
(3) between the Company and any Officer of the Company including the Directors of the
Company;
shall be decided by a reference to Arbitration.

50. The reference to Arbitration shall be made to one Arbitrator to be appointed by the mutual
consent of the Parties to the dispute or in case the Parties do not concur in the appointment of
one Arbitrator, to three Arbitrators, one to be appointed by each Party and the third by the two
appointed Arbitrators.

51. The provisions set out in the First Schedule to the Arbitration Act 1940, Chapter II, shall be
deemed to be included in these Articles so far as they are applicable to the Reference and are not
inconsistent with the Provisions contained herein or in the Indian Companies Act 1956.

8
9