Regulations contained in Table 'A' in the First Sched- Provisions

Draft

1

THE COMPANIES ACT 1956

COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATION

OF________________________ PRIVATE LIMITED1 Regulations contained in Table 'A' in the First Schedule to the Companies Act, 1956 shall apply so far as they are applicable to a Private Limited Company and so far only as they are not inconsistent with any of the provisions contained in these Regulations.Provisions of Table A applicable.

2 Clause Nos. 5, 21, 25, 26, 27, 59, 64, 66, 81 and 84 of Table 'A' shall not apply to this Company. The clauses of provisions of Section 171 and Section 173 to 175 of the Act shall not apply to this Company.Certain clauses of Table "A" not applicable.

PRIVATE COMPANY

3 The Company is a private company within the meaning of Section 3(1)(iii) of the Companies Act, 1956, and accordingly:

a) The number of members of the Company (exclusive of persons who are in the employment of the Company and of 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 exceed fifty but where two or more persons hold one or more shares in the company jointly they shall for the purpose of this paragraph be treated as a single member.

b) No invitation shall be issued to the public to subscribe for any shares in or debentures of the Company.c) The right of transfer of shares of the Company is restricted as hereinafter provided.d) The Company shall not invite or accept deposits from persons other than its members, Directors or their relatives.Company to be a private company.

SHARES

4 5The shares shall be under the control of the Directors who may issue, allot or otherwise dispose of the same to such persons on such terms and conditions and such time as the Directors think fit and with full power to give to any person the option to call for any shares either at par or at a premium and for such consideration as the Directors think fit. The Directors shall have the absolute power, from time to time, to increase or reduce the capital and to divide the shares in the original or any increased capital into different classes and attach thereto at their discretion any preferential deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise as may be determined by or in accordance with the provisions hereof and to vary, modify or abrogate any such right, privilege or conditions or restrictions in such manner as may for the time being be permitted in accordance with the provisions hereto or the legislative provisions for the time being in force.Shares to be under control of directors.

5 Subject to the provision of Section 80 of the Act, the Company shall have the power to issue preference shares which are at the option of the Company to be redeemed and the resolution authorising such issue shall prescribe the manner, terms and conditions of redemption.Redeemable Preference Shares.

6 a) The authorized share capital of the Company is Rs. 1,00,000 /- (Rupees One Lac Only) divided into 10,000 (Ten Thousand Only) equity share of Rs.10/- (Rupees Ten Only) each.

b) The paid up share capital of the Company shall be minimum of Rs. 1,00,000/- (Rupees One Lac Only)Authorized share capital

Minimum paid-up share capital

7 The Company shall have power to reduce the Share Capital in the manner provided in Section 100 to 105 of the Act or any statutory modifications thereof. Power to reduce share capital.

8 The Company shall have power to buy-back its own shares or other securities subject to the provisions of Section 77A, 77AA and 77B of the Act or any statutory modifications thereof and any guidelines as may be laid down in this regard, from time to time.Buy-back of shares.

9 The Company shall have the power, subject to and in accordance with the provisions of Section 79A of the Act and other relevant regulations in this regard from time to time, to issue sweat equity shares to employees and/or directors on such terms and conditions and in such manner as may be prescribed by law from time to time.Sweat Equity Shares.

TRANSFER AND TRANSMISSION OF SHARES

10 The Company shall keep a book to be called the "Register of Transfers" and therein shall be fairly and distinctly entered particulars of every transfer or transmission of any share.Register of transfer.

11 The Board may decline to register any transfer of Shares and shall not be bound to give any reason for such refusal. This Article shall also apply in the case of a transferee who is already a shareholder.Right to decline registration of transfer.

Without prejudice to the generality of the aforesaid power, the Board may refuse to register any transfer of share:-

(i) where the company has lien on a share, or

(ii) in case of shares not fully paid up where it is not proved to their satisfaction that the proposed transferee is a responsible person, or

(iii) where the Directors are of the opinion that the proposed transferee (not being already a member) is not a desirable person to admit to membership, or

(iv) Where the result of such registration would be to make the number of members exceed the limit fixed by the Article 3 above.Directors' power to refuse to register in cases mentioned in this regulation.

12 (a) Notwithstanding the restrictions herein contained any share may be transferred by a member to another member and to any child or other issue, lineal ascendants and descendants, mother, brother, sister, daughter, son, wife, husband, brother's wife, sister's husband, wife's brother, son's wife, daughter's husband, nephews, nieces, of any member and any share of a deceased member may be transferred by his legal representatives to any of the above persons, and the shares of any member may be transferred to the trustees of any deed of settlement or will executed by the member in respect thereof provided such trustees be any such relative of such member and shares standing in the name of trustees of such relative or will of any member may be transferred upon any change of trustees to the trustees for the time being of such settlement or will provided such trustees be any such relative of the member as aforesaid.(b) Notwithstanding the restrictions contained in these Articles and without prejudice to the exemptions under sub-Article (a), any share or shares may be transferred to any person with the consent in writing of the holders of not less than three fourths of the issued Equity Shares of the Company or with the sanction of a special resolution passed by the Company in the General Meeting.Manner of transferring shares.

13 Except as herein provided no shares in the Company shall be transferred unless and until rights of pre-emption hereinafter conferred shall have been exhausted.Existing member to have right of pre-emption.

14 Any member who intends to transfer shares (hereinafter referred to as the 'Vendor') shall give notice in writing to the Board of Directors of the Company of his intention. Such notice shall constitute the Board as the agent of the Vendor for the sale of the said shares at a price to be agreed upon by the Vendor and the Board of Directors of the Company or in the event of disagreement, at a price which the Auditors of the Company for the time being shall certify in writing, to be the fair value thereof as between a Vendor and the purchaser. In certifying the fair value, the Auditors shall act as an expert and not as an arbitrator and accordingly the provisions of the Indian Arbitration and Conciliation Act, 1996, shall not apply.Notice of desire to transfer to be given.

15 Upon the price being settled as aforesaid, the Managing Director or Directors of the Company who are attending the duties of the Company shall in the first instance be entitled to purchase the said shares at such price. In the event of refusal by them to purchase the said shares or any part thereof, as aforesaid, the Board of Directors of the Company shall give notice to all members of the Company of the number and price of the shares to be sold and invite each of them to state in writing within 21 days from the date of the said notice whether he is willing to purchase any, and if so, what maximum number of the said shares.Board to give notice to members.

16 At the expiration of 21 days, the Board of Directors of the Company shall allocate the said shares to or amongst the member or members who has/have expressed his or their willingness to purchase the said shares and if more than one member is desirous of purchasing the said shares, the shares shall, so far as may be possible, be allocated prorata accordingly to the number of shares already held by them respectively. Upon such allocation being made, 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 of Directors of the Company may receive and give a good discharge for the purchase money on behalf of the Vendor and enter the name of the purchaser in the register of members as holder of the said shares purchased by him.To allocate shares to members.

17 In the event of the shares not being sold as aforesaid, the Vendor may sell and transfer his shares at any price, to any person subject to the approval by the Directors. Shares not taken by the members may be transferred to others.

18 Any person becoming entitled to shares of the Company in consequence of the death or insolvency of a member shall, upon such evidence being produced as may from time to time be required by the Board of Directors of the Company, have the right, either to be registered as a member in respect of the shares or instead of being registered himself, to make such a transfer of the share as the deceased on insolvent person could have made provided that the Board of Directors of the Company shall in either case have the same right decline or suspend registration as they would have had in the case of a transfer of the shares by the deceased or insolvent person before the death or insolvency.

Nothing contained in these Articles shall release the estate of a deceased joint holder from any liability in respect of any share, which had been jointly held by him with other persons.Title in case of deceased member etc.

19 (a) An application for the registration of the transfer of shares may be made either by the transferor or the transferee provided that where such application is made by the transferor, no registration shall in the case of partly paid up shares be affected unless the company gives notice of the application to the transferee and subject to the provision of sub-clause (f) hereof the Company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for registration was made by the transferee.Application to be made by transferor or transferee.

(b) For the purpose of sub-clause (a), notice to the transferee shall be deemed to have been duly given if sent by prepaid post to the transferee at the address given in the instrument of transfer and shall be deemed to have been delivered in the ordinary course of post.Notice to transferee.

(c) It shall not be lawful for the Company to register a transfer of any shares unless a proper instrument of transfer has been duly stamped and executed by the transferor or the transferee and has been delivered to the Company along with the shares, scrips provided that upon proof to the satisfaction of the Board of Directors of the Company of the instrument of transfer being signed by the transferee and bearing the stamp required by an instrument of transfer, the Board of Directors of the Company may register the transfer on such terms as to indemnity and/or otherwise of the Board of Directors of the Company may think fit.

Transfer to be presented with evidence of title.

(d) If the Company refuses to register the transfer of any shares, the Company shall within two months from the date on which the instrument of transfer was lodged with the Company send to the transferee and the transferor notice of such refusal.Notice of refusal.

(e) Nothing in clause (c) shall prejudice the power of the Company to register as a shareholder any person to whom the right to any share has been transmitted by the operation of any law.Restriction to register as shareholder.

(f) Nothing in this Article shall prejudice any power of the Company to refuse to register the transfer of any shares. The instrument of transfer shall, after registration, be retained by the Company and shall remain in its custody. All instruments of transfer which the Board of Directors of the Company may decline to register shall, on demand, be returned to the person depositing the same.Retention or return of instrument.

20 No person shall exercise any rights or privileges of shareholders until he shall have paid all sums (whether in respect of call or otherwise) for the time being due in respect of the shares held by him or due in any manner whatsoever to the Company.Restricted right of shareholders.

21 The transfer books and register of members and register of debenture holders may be closed during such time or times not exceeding in whole a period of forty-five days in each year as the Board of Directors of the Company may think fit but in such manner that such a period does not exceed thirty days at a time.Closure of transfer books.

22 The provisions of these Articles shall mutatis mutandis apply to the transfer of or the transmission by operation of law of the right to debentures of the Company.Transfer of debentures.

23 The Company shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer of shares made or purported to be made by any apparent legal owner thereof (as shown or appearing on the Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the same shares notwithstanding that the Company may have had notice of such equitable right, title or interest, or notice prohibiting registration of such transfer and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required to attend or give effect to any such notice which may be given to it of any equitable right, title or interest, or be under any liability whatsoever for refusing or neglecting to do so, though it may have been entered or referred to in some book of the Company; but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Board of Directors of the Company shall so think fit.The Company not liable for disregard.

DIRECTORS

24 The numbers of Directors shall not be less than 2 (two) or more than 12 (twelve).Number of directors.

25 (a) The first Directors of the Company shall be: -i. Mr. ____________________.ii. Mr. ____________________.First directors.

(b) Any person appointed as Director of the Company under clause 72 of Table 'A' shall hold office for (c) Such period and upon such conditions as may be specified subject nevertheless to the provisions of Section 260 of the Act.Other directors.

(d) Subject to the provisions of the Act, the Board of Directors of the Company shall have power at any time to appoint any person as a Director to fill a casual vacancy Any Director appointed to fill a casual vacancy, shall hold office only upto the date upto which the Director in whose place he is appointed would have held office if it had not been vacated.Appointment of directors to fill a casual vacancy.

(e) The Board of Directors may appoint any Alternate Director in accordance with Section 3l3 of the Act.Alternate directors.

26 A Director need not hold any shares in the capital of the Company to qualify him to be a Director of the Company.Share qualification.

27 The Directors may from time to time appoint and/or remove any one (or more) of their body to be a Managing Director(s), Technical Director/Non-technical Director, for such period and upon such terms as they think fit and may vest in such Director or Directors such of their powers hereby vested in the Directors generally as they think fit and such powers may be made exercisable for such period or periods and upon such terms and conditions and subject to such restrictions and generally upon such terms as to remuneration and otherwise as they may determine. The remuneration of such Director may be by way of salary perquisites, or commission or participation in profits or by any or all those modes subject to the provisions of the Act.Managing Director.

28 A Director shall be paid such sum for each meeting of the Board of Directors of the Company or Committee of the Board of Directors of the Company attended by him, as may be prescribed from time to time under the Act. The Directors shall also be paid their travelling, lodging and boarding expenses and such further remuneration (if any) as the Company in General Meeting may from time to time determine.Remuneration to directors.

29 If any Director be called upon to perform extra services or special exertions or efforts (which expression shall include, work done by a Director as Member of any Committee of the Board of Directors formed by the Board of Directors of the Company), the Board of Directors of the Company may arrange with such Director for such special remuneration for such extra services or special exertions or efforts either by way of a fixed sum or otherwise as may be determined by the Board of Directors of the Company and such remuneration may be either in addition to or in substitution for his remuneration above provided.Special remuneration of director performing extra service.

30 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 realised by any such contract by reason only of such Director holding that office, or of the fiduciary relations thereby established but it is declared that the nature of his interest must be disclosed by him/her at the meeting of the Directors at which the contract is determined if his interest then exists, or in any other case, at the first meeting of the Directors after he/she acquires such interest.

31 A resolution in writing signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or committee, duly convened and held.

Provided that the resolution has been circulated in draft, together with the necessary papers, if any, to all Directors, or members of the Committee.Resolution by circular.

32 33The Board of Directors of the Company may at any time and from time to time by power of attorney, appoint any person or persons to be the Attorney or Attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these presents and the provisions of the Act) and for such period and subject to such conditions as the Board of Directors of the Company may from time to time think fit and any such appointment (if the Board of Directors of the Company think fit) be made in favour of any company or the members, directors, nominees, or managers of any company or firm or otherwise in favour of any fluctuating body or persons whether nominated directly or indirectly by the Board of Directors of the Company and any such power of attorney may contain any such powers for the protection or convenience of persons dealing with such Attorneys as the Board of Directors of the Company may think fit, and may contain powers enabling any such delegates or Attorney as aforesaid to sub-delegate all or any of the powers authorities and discretion for the time being vested in them.Board may appoint attorneys.

33 (1) The Board shall provide for the safe custody of Common Seal.(2) The Common Seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors of the Company or of a Committee of the Board of Directors of the Company authorised by it in that behalf and except in the presence of at least one Director and the Secretary or such other person as the Board of Directors of the Company may appoint for the purpose or in the presence of at least two Directors and the persons in whose presence the Common Seal of the Company is affixed in accordance with this Article shall sign every instrument to which the Common Seal is so affixed.Seal.

34 All General Meetings other than the Annual General Meeting shall be called Extra-Ordinary General Meetings.

(1) The Board of Directors of the Company may, whenever it thinks fit, call an extra-ordinary general meeting.

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

(3) Any General Meeting may be called by giving to the members clear seven days notice or a shorter notice than of seven days if consent thereto is given by the members of the Company in accordance with the provisions of Section 171 of the Act.General meeting.

35 (i) 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.

(ii) Two members present in person shall constitute quorum.

(iii) The Chairman, if any, of the Board of Directors of the Company, shall preside as Chairman at every general meeting of the Company.

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

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

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

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

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

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

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

(xi) Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.Proceedings at general meetings.

36 (i) The quorum necessary for the transaction of the business of Directors shall be two Directors or one third of the total number of Directors whichever is higher, of the subject to Section 287 of the Companies Act, 1956.

(ii) Subject to the provisions of Section 285 of the Act, a meeting of the Board of Directors of the Company shall be held at least once in every three calendar months and at least four such meetings shall be held in each calendar year. The Directors may meet together for the discharge of the business, adjourn and otherwise regulate their meetings and proceeds, as they think fit.

(iii) Notice of every meeting of the Board of Directors of the Company shall be given in writing to every Director for the time being in India and at his usual address in India to every other Director and also to every Director out of India at his usual address atleast seven days prior to the meeting. The Company shall also circulate in advance the agenda of the meeting including the business to be conducted at such meeting along with the aforesaid notice.

(iv) A meeting of the Directors for the time being, at which a quorum is present, shall be competent to exercise all or any of the authorities, powers and discretions by law or under the Articles and regulations for the time being vested or exercisable by the Directors generally.

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

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

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

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

(ix) All acts done by a person shall be valid, notwithstanding that it may be afterwards discovered that such persons appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provisions contained in the Act or in these Articles.

Provided that this Article shall not give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have terminated.Proceedings of the Board.

CAPITALIZATION

37 Subject to the provisions of the Act;

(1) The Company may, at any General Meeting, resolve that any moneys, investments or other assets forming part of the undivided profits of the Company (including profits or surplus moneys arising from realization of any capital assets of the Company) standing to the credit of the Reserve Fund or any other fund of the Company or in the hands of the Company and available for dividend or representing the premiums received on the issue of shares, and standing to the credit of the share premium account of the Company be capitalised in accordance with the provisions of the Act:

(a) by distribution by way of dividend among the holders of the shares of the Company or any of them on the footing that they become entitled thereto as capital in accordance with the respective rights and interests and in proportion to the amount paid or credited as paid thereon, of paid up shares, debentures or debenture stock, bonds or other obligations of the Company, or

(b) by crediting shares of the Company which may have been issued and are not fully paid up in proportion to the amount paid or credited as paid thereon, respectively, with the whole or any part of the sums remaining unpaid thereon, and the Directors shall give effect to such resolution and apply such portion of the profits or Reserve Fund or any other fund of the Company as may be required for the purpose of making payment in full or part for the shares, debentures or debenture-stock, bonds or other obligations of the Company so distributed or (as the case may be) for the purpose of paying in whole or in the part, the amount remaining unpaid on the shares which may have been issued and are not fully paid up, provided that no such distribution or payment shall be made unless recommended by the Directors and if so recommended such distribution and payment shall be accepted by such share-holders in full satisfaction of their interest in the said capitalised sum.

(2) For the purpose of giving effect to any such resolution the Directors may settle any difficulty which may arise in regard to the distribution or payment as aforesaid as they think expedient and in particular they may issue fractional certificates and generally may make such arrangement for the acceptance, allotment and sale of such shares, debentures, debenture-stock bonds or other obligations and fractional certificates or otherwise as they may think fit and may make cash payments to any holders of shares on the footing of the value so fixed in order to adjust rights and may vest any shares, debentures, debenture-stock, bonds or other obligations in trustees upon such trusts for adjusting such rights as may seem expedient to the Directors. In cases where some of the shares of the Company are fully paid and others are partly paid, only such capitalization may be effected by the distribution of further shares in respect of the fully paid shares, by crediting the partly paid shares with the whole or part of the unpaid liability thereon, but so that as between the holders of fully paid shares and partly paid shares the sums so applied in the payment of such further shares and in the extinguishment or diminution of the liability on the partly paid shares shall be so applied pro-rata in proportion to the amounts then already paid or credited as paid on the existing fully paid and partly paid shares respectively. When deemed requisite a proper contract shall be filed with the authorities in accordance with the Act and the Board of Directors of the Company may appoint any person to sign such contract on behalf of the holders of the shares of the Company which have been issued prior to such capitalization and such appointment shall be effective.Capitalization.

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

39 The Board of Directors of the Company 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.Operation of bank accounts.

40 (i) If the Company shall be wound up, the liquidator may with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not in accordance with the provisions of the Act.

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

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

41 (i) The first auditors of the Company shall be appointed by the Board of Directors of the Company within one month after its incorporation who shall hold office till the conclusion of first Annual General Meeting of the Company.

(ii) The Board of Directors of the Company may fill up any casual vacancy in the office of the auditors.

(iii) The remuneration of the auditors shall be fixed by the Company in general meeting except that the remuneration of the first or any auditors appointed by the Directors, it may be fixed by the Directors.Audit.

INDEMNITY

42 Every officer or agent for the time being of the Company shall be indemnified out of the funds 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 connection with any application under Section 633 in which relief is granted to him by the Court.Directors and others right to indemnity.

SECRECY CLAUSE

43 No member shall be entitled to visit or inspect any works of the Company without the permission of the Board of Directors of the Company or any other person authorised on that behalf by the Board of Directors of the Company to require discovery of or any information respecting any details of the Company's trading or any matter which is or may be in the nature of a trade secret, mystery of trade secret process or any other matter which may relate to the conduct of the business of the Company which in the opinion of Board of Directors of the Company, it would be inexpedient in the interest of the Company to disclose.Secrecy clause.

44 Wherever in the Companies Act, 1956, it has been pro- vided that any company shall have any right, privilege or authority or that any company cannot carry out any transaction unless it is so authorised by its Articles, then and in that case this Article hereby authorises and empowers this Company to have such right, privilege or authority and to carry out such transaction as have been permitted by the provisions of the Companies Act, 1956 without there being any other specific Article in that behalf herein provided.General authority.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of these Articles of Association.

Name, Addresses, Descriptions and Occupations of SubscriberSignatures of subscribersSignatures of Witnesses and their Address, Descriptions and Occupations.

1.

2.

Mr. ___________________

S/o Mr. ________________

(Address)

Occupation: ____________

Mr. ___________________

S/o ____________________

(Address)

Occupation: ____________

Sd/-

Sd/-

Witness to all the Subscribers

Sd/-

Mr._______________S/o ____________________(Address)Occupation: ____________

Place: Date:

8. Formulate Articles of Association (AoA)

Articles of Association are the rules regarding internal management of a company. These rules are subsidiary to the Memorandum of Association and hence, should not contradict or exceed anything stated in the Memorandum of Association.

A duly drafted, verified, stamped and signed Articles of Association is required for registering a company.

Table Ais a document (for details refer toThe Companies Act, 1956) containing rules and regulations for the internal management of a company. If a company adopts Table A - there is no need to prepare separate Articles of Association.

For companies not adopting Table A, a copy of the Articles of Association, stamped and duly signed by signatories to the Memorandum of Association is required for registration.

Articles of Association (AOA) can be easily prepared under guidance of any Lawyer or Chartered Accountant. More information about Articles of Association (AOA) can be found in, a)The Companies Act, 1956and b)The Legal Service of IndiaDraft Article of Association ( AOA) is attached herewith for your convenience. Please amend/ change as required.

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