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MEMORANDUM

&

. ARTICLE OF ASSOCIATION

OF

. AJS MULTITRADE PRIVATE LIMITED

(CIN NO. US21000R2014PTC018274)

AJS MULTITRADE PRIVATE LIMITED

AT-KANDHAPALI PADA, BOLAN,GIR-767002

ODISHA, INDIA, REG NO. 018274

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• GOVERNMENT OF INDIA ·

MINISTRY OF CORPORATE AFFAIRS

Registrar of Companies. Cuttack 3rd Floor, CORPORATE BHAWAN , PLOT NO. 9{P) • SECTOR: I, COA

* * "* --$-

* "* -$-Certificateef Incorporation -$-

[Pursuant to sub-section (2) of section 7 of the Companies Act, 2013 and '* . rule 8 of the Companies· (Incorporation) Rules, 2014] ' *

I hereby certify that AJS MULTITRADE'PRlVATE LIMITED is incorpc.:aled on this Eleventh day 01 Soptumbttr Twu Thuulllll1lJ FUUt'tllllfl unller the Companies Act, 2013 and·that the company Is limited by.shares. •

The CIN of the company Is U521000R2014rTC01R?74.

Given under my hand af Cuttack this Eleventh day of· September Two Thousand Four.teen.

* * -$-

"* '* "* BENUDHAR MISHRA ~ Regisllar of ~mpani.es ,~

Mailing Address as.per record available in Regislrar'Of Companies olt!c~:

.4.1$ MUI.TITRADE PRIVATE LIMITED KANOHAPAU PADA. BOLANGIR - 767002. Orissa; INDIA

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THE COIVIPANIES ACT 2013 MEMORANDUM OF ASSOCIATION

OF

AJS MULIlTRAD£··PBJWATf LJMITED .

\. (COMPANY LIMITED BY SHARE)

1st The name dfthe company is "AJS MUlTITRAOE PRIVATE lIMITEOH.

2nd The registered office of the company will be situated In the state of ODISHA.

3rd (a) The objects to be pursued by the company on its incorporation are:-

1. To carry. on business of dealers, traders, wholesalers, retailers, exporter,

importer, consignors, consignee, agent, broker and stockie; t in various types of

FMGGo goods ,consllmer and health care products, food supplements and

Synthetics and non synthetics products, cotton materials, agro fertiiiser

product, herbai produds, preselvabll! and non preservable food products and

ail kind of agriculture products and to carry in India and in any part of world

the business of providing :;ervices like government sponsored scheme, assisted

scheme, indenting, networking business and sales organisation, product -management , sales and promotion of various type of products and services as

mentioned above .

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(b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:-

1. To do all or any pf the acts or things as mentioned in the main' objeCts' either as principals, contractors or otherwise and either alone or In conjunction with others.

2. To promote Company or CompaniEls or to take or otherwise acquire and hold shares in any company having objects wholly or in part similar ,to those of this company or carrying on any business capable of being conducted so as directlY indirectly to benefit this corn'pany. ' ,

3. To enter into partnership or any arrangement or ,contract for profit sharing. • joint workinll arrangement, union of Interest, exchange or shares, Joint ventures,

reciprocal concessions or co-operations with any person or company carrying on or engaged in or about to carry on or ongaged' ln, any business or transaction ' which the company Is authorized to carry on or lineaee In or any 'business or transaction capable of benefiting the company and to 'assist, co operate or anter into any .agr.e.ement ni.morand.\ml, Q~ I!lJde!!~!l.di!lg. joint vllnture or technical know how agreement whatsoever with any such ' petSCin, , partnership; .. , government, Institute or any other company Ineluding foreign company.

4. To amalgamate with any other company 'havlng all or any of Its obJect~.-slmnar to the objects of the company in any manner or carrying on any business capable of being conducted so as directly or ' Indirectly to benefit this company, whatsoever, whether with or without liquidation of the company.

5. To acquire, possess and undertake the whole or ,any part of the bUsiness, assets property, goodwill, rights and liabilities of any person, firlll, society, a$socilltlon, corporation or company cilrrying on any business which the Company is authorized to carry on. '

6. To apply for, purchase or otherwise, acquire any patent' rights, cO,pyrlghts, trademarks, formulae, license, lease concessions, technical 'knowhow 'and' the 'like conferring , any exclusive or limited rights to use, or any secrei' or other information as to any Invention which mily .seem capable of being used for any of ' the purposes of the company or the 'acqtllsltlon of which may S!ien directly or indirectly to the benefit of the company and to use, exercise, develop 'or grant ' licenses In respect of of . .o,thetwise turn to account the property or Inform anon so required, ' "

7. To enter into any contract or arrangement with any Government or State Authority, or otherwise that may 5~i!rn conducive to the Company's objects or any of them and to obtain from any such Government or State Authority, any rights, privileges and concessions which may seem conducive to the Company's objects or any of them and to take over along with all moveable and immovable

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To appoint, constitute, establish, open, maintain, close down, reopen and r~app'pint b~;mcbes"deP9ts,.shQwr.oof1lS, ag~n~ and repres'entatlves In or outside

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To establish a'nd ' maintain any agencles.ifr-r"dla or any part of the world for the .conduct of the buslne.ss. ~f the company or for th.e ,sale of any materials for the tinie being at the disposal of the Company for sale,

'- 10. To p.rocure the registration of the company In any country or place In any part of tbeworld. i·

11. To open and operate the any Bank deposit/loan accounts Including overdrafts in any scheduled, nationalized or non-nationalized bank in India and abroad from time to time.

12. To "dral(ll, make, accept, endorse, discOI;;,t, E!xecute ilnd Issue promissory notes, 'bllls .of ex.change, hundles. bills of . lading, warrants, debentures and other negotlable-Instrumenti. subject ~~ R!!Sel'ViBa·nk-~f4ndJa.!s.-l)II'9Gt1v&s,

\ ' . . " . 13. To aCClllnuiate funds and to Invest or otherwise employ money' belonging to or­

held by the comppny and not Immediately required .in.the purchase or acquisition' of any· property whether movable or Immovable, .shares, securities or other, investments whatsoever or for working. capital l,Jp~n sU,ch terms as may be' thought/proper and from time to time to vary all or.,anY such Investments In such ' manner'. as -the company may think fit, but not to do the banking business. according to·the Banking Regulation Act, 1949.

14. To purchase, or take on lease or exchange, hire or otherwise acquire any property, plant and machinery, real or personal, movable or immovable and rights and' privileges, which company may tlilnk necessary or convenient for the purposes of its buslness.alld in particular any' land, building, vehicles, plant and machinery for the attainment of main objects of the company.

IS. To pay for any property or rights OIcqulred, eittler In cash, against debentures, or in fully or partly paid shares, or by the issue of securities, or by providing services and generally in such terms as may be determined and agreed upon.

16. To sell, improve, manage, develop, exchange, franchise, lease, sub·lease, alter, modify, license, give on hire, mortgage, and dispose off, turn to account or otherwise deal with 9ft or any part of the assets, property and rights of the company 'for the ~1II'!>se 0# its business or for its employ.ej!s, clients or other persons or for any other persons or for any other purptfse as the Board of Directors mtly think expedieflt for the benefit of the Company.

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17. To procure, purchase raw materials, consumables, stores, goods, tools, IClppllances, apparatus, products, materials, substances, articles and things .capable of belng~ used in its business or required for the purposes oflts business: .

18. Subject to the provisions of the Companies Act, 2013, to vest .. any ,lrillndvable or movable property or rights or interest In such property acquired by or belonging ; to the Company In any persons or in any other company or altow their use for tlie benefit of the ' Company with , or without any .declared trust In favour of the Company.

19. To arrangll for risks of all kinds likely to affect the company to be covered by insurance.

20. To lend or deposit moneys belonilni to or entrusted to or at the disposal of the Company to such person or company and In pOlrtlcular-to customers and others having dealings with the Company with or without security, Subject to rules and regulations 'of the Companies Ac:t, 2013, and any other applicable provlslori, If any and upon terms as. may be thought proper ilnd guarantee the performance' of contracts by such person or company but not to do the business of banking as defined In the Banking Regulation Act, 1949.

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21. Subject to the pruvlsluns uf thl:! Companies Act, 2013 and any rules and rE!gulations made there under and any directives of Reserve Banlt of mdla/SEBI, to receive money on deposit or loan wlth 'or wltho.ut allowanlies ,of'1nteres.t, 'to bo~r.ow or raise money with or without security or to rec~ive money on deposit at Interest or otherwise, In such a manner .s the Company may think filandln particular by the

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issue of debentures or ' debenture :stock-perpetual 0' otherwise Indudlng debenture ur delJenlure stock convertible into shares of. this or any other company and In security of any such moneys to be borrowed, raised or received, to mortgage, pledge or charge ~he whole or any part of the property, assets or revenue ot the Company present or future, and to purchase, redeem or payoff any such securities, provided that the company shall not do banking business as defined in the Banking Regulation Act, 1949.

22. To give any guarantee in relation to the payment of any aebentures, debenture stock, bonds, obligations of any securities and to guarantee the p,ayment Qf interest thereon or of dividends on any stock or shares .In any company and generally to guarantee or become sureties for the performance of any contract, debt or obligation of any person, firm, authority or company, connected with the company's business.

23. To make advances upon or for the purchase of materials,' goods, machinery, stores and other articles required for the purpose of the Company.

24. To adopt such lawful means of making known the business of the company as may seem expedient and in particular by advertising in the press, by circular, by

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purchase~ "and exhibition of works of art or Interest by pu~licatlon of .books and periodicals and by granting prizes, rewards and donation,, ' '

To appoint dealers, sub-dealers, agents, sub-agents, distributors, sole seiling agents, sol.e cOD,cesslooaries, either In Indla:o.r any place in"lndia, for the efficient conduct of the business of the Company, and remuner~te them for their serVices .

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26. To take andl~r provide discounts or to ap~irove other terms of payment or credit In relation to any sums owing to or due from the Company and to impose or agree ter pay any interest thereon' 'or to write off any such sums or parts thereof.

27 • . , To appoint officers, staff, trainees and other types of personnel for the company lind to dispense with their services and to ·carry·out or eause to be carried out all 'functlonsnecessarv to implement the objects .of the compilny"

28. To retrench, lay-off, suspend, terminate .the appointment of or dismiss executives, managers, assistants, support staff and"Other·employees and to remunerate them at 'Such rates as may bethought fit.

29. To provide for'the weifare'Ofothe employees or·ex-employees of the Company and the wives, widows, families .or depandci~~,o,,-coAAe£tiens of sueh-persons-by building or contributinS to-the ·b.uildin8"'O~ ·hou5e5, dwnilings or'by grant cif money, pensions, 'gratulty, bonus payment towards ·insurance ·or other payment or by ·cr.eatlng from tiR)e to"time, subscribing or contributing to, adding· or supportiri8" ,;. provident funds or trusts .or conveniences .and by providing provident funds or trusts· or conveniences and 'b.y 'providing or subscribing or contributing towards places 'If instruction or recreation ··hospitals. and dispensaries, medical and other attendahce and other asslst~oce .asthp. company"Shall'thlnk fit.

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30. To sen'd out to .foreign countries, its directors, employees or any other person or .persons·for investigating possibiHties.of ilny "business or.trilde or for procuring and buying any article. or· establishing-trade connections or .in promoting the Interest

. ofthe company and to pay .. all·expenses.incurred in this ·connection.

31. To create any contingelJCY fund, depreciation fund, decommisSioning fund, reserve fund, sinking fund, insurance fund or.·any other fund, whether for depreciation or for replaCing, repairing, Improving, ext-endlng or maintaining any of the properties of the Company, odor any purpose conducive to the interest5 of the Company ..

32. To accept and to make gifts in property movable and immovable and to aid peculiarly or otherwi5e any association, body or movement having for an object the soh.ition, settle/n@ht or surmo'Unting of industrial or laflour problems or troubles or t~1! ~romollbri 01 industry or trade.

33" To institute, conduct, to arbitrate and to refer to arbitration, defend or abandon any legal proceedings by or against the Company or its otherwise concerning the affairs of the Company i'nd also to compound and allow time for payment of

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satisfaction of any debts due and of any claims or demands by or against to Company.

34. To enter into agreements with such experts, Chartered Accountants, Company Secretaries, Cost & Management Accountant, lawyers, engineers, technicians and other persons having technical knowledge or training In matter relating, to the business of th'e Company as may be necessary or expedient for conducting the business of the Company.

35. To acquire from any per sun, nrm o.r body corporate, whether In India or elsewher~, technical Information, 'know .how, procesSes, , engineering, manufacturing and operating data, plans, lay-outS and blli!!-pr-Itfts us'eful for the, <leslgn, manufacture, erectlo.n ard o.peratlon of plant and machinery, requlted 'for allY or the businesses of the Com pliny lind to pay remuneration thereof II') any currency by way of lump-sum or Instalments or fees or royalties. "

36. To provide for such research and development IncludlnS conducting and participating In seminars, worksho.ps, exhibitions, conferences and the like arid to obtain technical know-how, literature, brochures, technical data etc. from abroad and export/disseminate them to other countries and engage , In manpower recrulti'rUlnt for o.verseers l1I'qutrements ami also bring In ~ssaryskllled­personnel Into the country.

37. To distribute any of the properties of the compahy amongst the members in specie or kind upon the winding up oHhe Company. " . ' "

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38. To arrange, receive and collett all relevant Info~tlon in regard to any business carried on by the Company.

39. To become members of other bodies of persens and associations, Including secieties, clubs and Companies limited by guarantee, whether formed for profit or non-profit activities.

40. To, do all er any of the above things In any part ef the world and alther as principals, agents, trustees or otherwise and either alene erin conjunction' wit" others and by or through agents, sub-contracters, trustees or otherwise subject to_ law enforce.

41. To subscribe or donate, in cash or kind, for any national, charitable, benevolent, public, social or useful object or for any exhibition, or to any Institutions, club, society, research associati"d'n, fund, university, college or any other person or body or for any purpose which may be considered as directly or indirectly promoting t.he objects of the Company or interest of its members, employees or public ~t large.

42. To payout of the funds of the Company all costs, charges and expenses which the Company may lawfully incur with respect to the promotion, formation and

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registration ,of the Company and any c0!l1pany promoted by the company in India or outside India or which the Company may cohsider as preliminary expenses Inclu~ing the 'cost of professioita!. services, advertising, printing and stationery, and shall have the options to issue fully paid up shares In lieu thereof,

...--' ,, 4th Thefiabillty of th~ member(s) is limited and'1:lils -liability Is limited to the amount

~npa,d, ifany, on the shares held by them.

:- Sth The Share Capital of the Company is Rs ... l,OO,OOO/- ·(Rupees ·One Lac,s pnly) divid~d Into ,. l,OOO.(,One Thousiilnd only) Equityshares of Rs. 100/· (Rupees Hundred only) cach;

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. . th~ ~peisonS, wbosenames and 'address are subscribed, are desirous ~fbeirig ' fOnned' -into a -'PmiI. iIi)llJrSUalice of this AdicJe of Association:-

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Signature, NameS". . Addiesses, Descriptions ~d Occupations of

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ARTICLES OF ASSOCIATION OF

·AJS ivlULTITRADEPRIVATE tlM'l-T:£O

(COMPANY LlMITEQ BY SHARE)

.INTERPRETATLON

I. (1) In these·regulations:-

·:{a) ·"The Act:' means the Companies Act, 2013,

:~(b) "The seal" means the common seal of the company,

(2) Unless the :context otherwise r.equires, words or expressions contained in these

·Regulations shall bear the same mea.ning as in the ·Act or any· statutory

modification thereof in force at the date at which these regulations become

binding on the company.

(3) The Company is a private limited Company within the meaning of sub section

(68) of section 2 of the Companies Act, 2013 and accordingly.

(a) Restrict the right to transfer its shares,

(b) Except in case of One Person Company, limit the number of members to two

hundred and not including:-

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(i) Person w~o are in employment of the Company; and

(II) Person who, having been formerly in the employment of the Company,

were members of the Company while in that emp.loyment . and have continued to be members after the employment teased, .

Provided that where the two or more person hold one or more shares In a

Company Jointly, they shall, for the purpose of this cla~se b'e treated as a single

member.

(c) Prohlb!ts any invitation to the public to subscribe for ilny securities of the

Company.

SHARE CAPITAL AND VARIATION OF RIGHTS

II. 1. Subject to tile prov.I~19ns of the Act and these Articles, the shares. In the capital of . . .-- ·· _ -t-··· ....

the company shall. be under the contr-ol pf the Directors whio may .lssoe,-iJnot oi'

otherwise dispose of the same or any of -them · to· S!l~ ' persons, In. such

proportion and on such teFms and conditions and :elthel:..at.a·premlum or at par

and at such time as they may from time to "me think fit. '

2. (i) Every person whose 'name is enteredlas a member In the register of members

shall be entitled to receive within two month~ after Incorporation, In case of subscribers to the memorandum or .after aHotment or within one month after

the application for the registration of transfer or transmission or within such other period as the conditions of issue shall ~e provlded,-

(0) One certificate for. all his shares without payment of any charges; or

(b) Several certificates, each for one or more of his shares, upon payment!>f . twenty rupees for each certificate after the first.

(ii) Every certificat.ElJihaIt1ic· under the sea~ and shall specify the sh"res to which It '. relates anihhe amount paid-up thereon.

(iii) In respect of any 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.

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if any shar-e· certificate be worn out, defaced, mutiiated or tom or If there be no further space on the back for endorsement of transf~.r, then upon productlon ·.and surrender thereof to the company,;. a·ne,W certificate may be isSued in ·Ifeu :iRer.eof, an" it' any certificate is lost. or d~troyed then upon pr-ooft~ereofto ·the satlsfat~lon of the ~~ ~nd on eXfi!cutlol1 of su~h

" . ... ' ." ..,/~ . lrnJeritnlty as the company d.eem.ad~quate, a new certificate 10 lieu thereof

. ' shall be glv~. EYery!£ertlfic~ielinder thJs Artichrs./:lall be Issued on payment , cif twenty rupees for each certificate, .

,,:,,(U, ' The provlsiens .of AJ:ilcies (2) · and (3) shall mutatis· inutandls .apply to debentures of the company,

4. Except as required by law, no person shall be '1l:!wgnlsed by th~ company ~s holding any share upon any trust, and the company shall riot be bound by, or be compelled in any way to recognise (even when · having notice ·thereof) any 'equltable, contingent, future or partlallnterest··in ,any share, or any 'Interest In any jraCtIQnal part of a share, or ,(except Qnly as by these regulatlclns ~~_~.·l.I~_~ otherwise provided) at1y otber rights in resp~ct ·.(jf any sbare 'except-an absolute tlghuo;tbe·entlrety thereof. in the reglst~ec! .holder. .

5. (I) The company may exercise the powers of paying commissions conferred by 'Sub-section (6) of sectl.on 40, provided that· the rate per cent: o~'the amount ' of the 'commlssion paid' or agreed to be paid shall be dlsclosed"ln ··the inanner· requirc.tl by that section and rules m8d~ there ,under.

. (ii) The rate or .amount of the commission shali not 'exceed the rate or amount prescribed<-in' rules made under sub-section (6) of section 40 .

. {III}"The·comnilssion may be s;]tisfied 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.

6. (I) If at ilrlY ,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 section 48, ilnd whether or not the compeny is being wound up, he 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 thilt rlass,

(i1) To every such separate meeting, the provisions of these regulations relating to

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General meetings shall mutatis mutandis apply, but so that the necessary • quorum shall be at least two persons holding at least one-third ofthe Issued shares ofthe class In question.

7. The rights conferred upon the holders of the shares of aro{ dass Issued with preferred or other rightS shall not, unless otherwise expressly provld,ed by the terms of Issue of the shares of that class, be deemed to be va~led by the aeatlcin or Issue of further shares ranking pari passu therewith.

S. Subject to the provisions of section 55, any preference shar~s 'may! with the -sanction of an ordinary resolution, be Issued on the ,terms that they are t"O be redeemed on such terms and in such milnner as the company before the Iss'ue of the shares may, by special reso,lutlon, determine. '

LIEN ~

. 9. (i) The company shall have a first and paramount lIen-

-(a) On every share (not being a fully paid share), for all monles' (whetliiir

presently payable or nat) called, or payable' at a fixed time, In , respect 91 that share; and

(b) On all shares (not bemg fully paid, shares) standing reglstered 'ln:the name , . of a single person; for all monies presently payable by him or his estate to the company; ,

. Provided that the Board of directors may"at any time declare any share to be wholly or In part exempt from the provisions of thl~ cl;iuse.

(ii) The company's lien, If any, on a sharf:! shall extend to all dividends payable and bonuses declared from time to time In respect of such shares.

. 10. The compilny may sell, in such manner as the Board thinks fit, any shares on

which the company has a lIen:-

Provided that no s~rbe made-

(a) Unless a sum iii respect of which the lien exists is presently payable; or

(b) Until the 'expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which 'the lien exists as is presently payable, has been given to the registered holder for

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11. (/1 To give effect to any such sale, the Board may authorise some person to . tranSfer the'sha'r~s sold io the purchpser thereof. .. ' , "

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(II) The purchaser shall be registered as"Uieholder of the shares comprised In any such tra,nsfer.

(1(1) Tt.ie 'purchasershall no~ be bound to see to the oppllc.atlon onhepurchas~ mo~ey,no'r shall his 'lltle to· the ,shares be affected by 'a'ny irregularity or lovalldlty In the proceedings In 'reference to the sale.

12. (/) :rh~ceeds of the sale shall be received 'by ·the company and applied In 'payment of such part of the·<Imouht In respect of which the lien exists as Is -presently'payable.

(//) Thnesldu8, if any, shall, 'subject to ;J like lien fon\lm~ n.ot presently p~yablc :as.ex!sted upon the sh~~sbefore the 'sale, be : pai~to'-tfie person e';,'tltiedto, :the'shares,atthe da~e ofthe sale. !,

CALLS.QN·StfARES

13. (I) ,'RIe 'Board may, from time to time, make calls 'opon the members In respect :4l1'..aR¥,monles unpaid on ·ti:leir ,shares (whether on account of the nominal l

-_lue"lSf,the shares or ·by way of premium).'and not by- the conditions off' .allotmentthereof made:payable at fixed times:

·Proyjded:.that no call shall exceed,one-fourth of·the nominal value of the share or 'be,rpayable at ·les.s than one month from the date flxed' for .the, payment of the . ,

·Iast.prec;edlng call.

(fl) Each , member shall, subject to receiving at least fourtep.n days' notice specifying the time or times and ~Iace of paym~ht. pay to the company, at the time or times and place 50 specified, the amount called on his shares.

(iii) A call may be revoked or postponed at the discretion of the Board.

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14. 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.

15. The joint holders of a share shall be jointly and severally liable to pay all calls In

respect thereof.

16. (I) If a sum called In respect of a s~are b not pa!d befC?re or on the day appointed for payment thereof, the person from whom the sum Is due shall pay Interest thereon from' the day appointed for payment, thereof to the

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time of actllal payment at ten percent per annum. o'r 'af such lower rate, If ' any, ~s the Board mOlY det~mine.

(II) The Hoard shall be at liberty to waive payment of any sueh Interest wholly or in part.

17. (i) Any sum which by the terms ur issue of a share becomes payabJe on allotment or at any fixed date, whether on account oHhe nominal value of the share or by way of premium,shaii, fOr the 'purposes of these reguhitions; be deemed to be a call duly made and. payable on ·the date on whith by the terms of Issue such sum bl!C.omes pay!li5le. •

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(Ii) In case of non-payment' of such sum, aWthe relevant provisions ·of·these • t • • • •

regulations as to payment of inter~st and expenses, forfeiture or' otherwise shall apply .as if such sum had becullle payable by virtu'e of a call duly made and notified. .

18. The Board:-

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(a) May, if it thinks fit, receive from any member willing, to ad.vanan;ln!-5amej all or any part of the monies uncalled and unpaid. upOn: any shares held'by him; and

(b) Upon all or any of the monies so advanced, may (until tile same would, but for such advance, become presently payable) pay interest at such rat~ not exceeding, unle~~e-company in general meeting sl:JaU·otherwlse direct, twelve per.eI!lii:'per annum, as may be agreed upon between the Board ~nd the member paying the sum in advance.

TRANSFER OF SHARES

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'. . • . . 19;' :(1) "Fhe·inst-rument.oftransfer of any share in the'compaoy shall be executed by or on behalf of both the transferor and transferee .

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{II} The transferor shall be deemed to remain a holder.'ofthe share until the , ' name (If. the ··tr.ansfer~e·:.ls . entered In tM reglste.t ·of .'me·mbers In respect . /'

thereof· " _,' , ----

20. The Board may, subject to the right of appeal conferred by section 58 declines to reglstei'-

(a) The tran:sfer of a sltare, notbeing ~ fully paid share, tei a person of whom ~y do not approve; or

!b)· Any transfer of shares on which the company 1Ii1~ iI 'lIan:-

21. The ·Board may.decl!ne to recognise any Instrument of transfer unle5s-

(a) The Instrument of ·transfer is in: the form ·.as p-rescrlbed in rules made under sub·sectlon (l) ·dfsectlo·n 56; ' .. _ .. .

'. (b) rhe instrument of transfer is·accompanled·bythe certitlcate ofthe shares

. to which ··It relateS, and such other·evldence as·the·Soard may-reasonably requl~e to show the right of the transfero.r to .. rnake·thetransfer;'and

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(e) The Instrument oftr-ansfer 15 In respect oj only. one class of shares.

22. On 'giving' not less than seven days' .previous notice 'In accordance with 'section ' 91 and rules made·there·under. t he"registration o fot ransfers may be 'suspended ' at ,such times and for such periods as the Board may from time to time-'

determlne:·

Provided that such registration ' shall not be suspended for more than thirty days at anyone time or for more than forty·fivi days in the aggregilte in any year;-

TRANSMISSION OF SHARES

23. (i) On the death of a member. the survivor or survivors where the member was

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a joint holder, and his nominee or nominees -or legal representatives where he was a sole .holder, shall be the only persons recogniSed. by the company as having any title to his Interest In the shares.

(iI) Nothing In clause (I) shall rel.ease 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.

24. (I) Any person becoming entitled to a share In consequeJlce .of the d'eath or Insolvency of a member may, upon such evidence being· prQduced .as may from time to time properly be required by the ' Board ·and , subject as hereinafter provided, elect, elther-

(a) To be registered himself as hold!!r of the share; or

(b) To make such transferofthe share·as the deceased or insolvent ·member could have made.

(m The Board shall, In either case, have the same .. rlght to..dlidliie 'or suspenlJ registration as It wOuld have had, If the deceased or ln~olvent m~mtier bad transferred the shaFe before his deatb or Insolventy . .

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25. (I) If the person so becomi'ng en.tltled shall elect to be registered as'holder of . , .

the share himself, he shall deliver or send tp the company a notice In writing signed by him stating that he so elect9.

(m If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.

(1m All the limitations, restrictions and provisions ofthese regulationnetiltillg. to the right to transfer and the reglstrat10n of transfers Qf shar~s ·· 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 tr",'nsfer were a transfer signed by that member.

26. A person becomi~etI to a share by reason of th!! death or Insolvency of "­the holder .shlrlf'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, befnre being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership In relation to meetings of the company:

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. Provided>.tbat the Bo.ard may, .at an\, time; 'glve notice requi[ing .any such person

, to etect eith,er-,to be.reglste~ nlmself or to transfer tbe share, and If the notice is not ·complled · with wlthin -ii'inety days, the Board may thereafter withhold

payment of all dividends, bonuses or other monies paya15le.ln respect of the share, until the .reqtlirementS·of the notice have been complied with. . . ~ .// .---

FORFEITURE OF SHARES

"·27. ira member fulls to pay any c~II,.or instalment of a call, on. the day appointed for . , payment thereof, the Board may, at any time thereafter during such tim'a as any

part ~the ·call or instalment remains unpaid, 5Arve a notice on him requiring payment ·or so much of the call 'or instalment as is unpaid, togeth!!r with any interest which may have accrued .

. :lB. The notice aforesal~ shall-

(a) Name-a further day (not behls .earller than the expiry of fourteen dalS from \ -_ .. , .. - -, . ... ... -- ... _ .. _- ...... -. ..' . --

the date of servl~e of ~e 'notlce) on or before whlchthe.payment required by the notice Is to·be .made; .and I:

(b) State that, In' the event ,of non.payment- on or"before ·tbe day so named, the shares In 'respect of-whlch-,the-call-was- made-sh'all be 'lIable to be forfeited .

29. If the ,equll'8ments of any such ·nolice as afor.esald lire not compiled with, any. · -SlMIre-in.l'espect of which the notice has been 'given may, at any time thereafter, 'before the :payment required 'by the notice has been m~de, be rorfelted by a

resolution of the Board·to that effect.

30. (i) A forfeited share,may be-.sold,ol"':Otherwise disposed of on such termsa'rid In '

Such manner a.s the Board·thlnks fit.

(ii) At any time before a sale or dlSl1.osal 'as aforesaid, the Board may cancehhe Forfeiture on such terms as'it tliinks fit.

:U. (I) 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 him to the company in respect of the

shares.

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(il) 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.

32. (/) A duly verified declaration In writing that the declarant-i~a dlre~or,the manager or the secretary, of the com'pany, and that'a, share,ln th,!! company has been duly forfeited on a date stated In the declaration, shall be conclusive evidence of the facts therein stated as against all persQns claiming to be entitled to the share;

(/1) The company may rec!,lve the consideration, If any, given for the share on any sale or disposal thereof-and IlTiIY execute , a 'transfer 'of ,the' share In favour of the person to whom the share Is sold or -disPosed, of;

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(iii) The transferee shall thereupon be reglstert!d as the holderclthe share; and

(iv) The transferee shall not be bOllnr! to see to the apphcatlorr'of the purcbase money, If itl1Y, nor shall his title to the share be affe¢ted by any irregularity or Invall,dlW In the proceedln~s in, rete'rence to the :forfoltur~, sale or disposal of the share. ' , ., ·-1- " ....

33. The provisions of these regulations as to forfeiture shall ,apply In the Cllse of non­payment of any sum which, by the terms of Issue of a shafe, be.comes pay.ible at a fixed time, whether on account of the nom~al value of the 'shar-e or by way of premium, a$Jf the same had been payable by virtue of a call duly made and notified.

ALTERATION OF CAPITAL

34. The company may, from time to time, b'y ordinary resolutlon'lncreilse the,share ' capital by such sum, to be divided Into shares of ~ilch ' ~mo'unt, . as 'may be' specified In the resolution.

35. Subject to the provisions of section 61, the company- 'may; by ·ordlnary resolutlon,-

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(a) Consolidate a'!f!..dJ.vlde all or any of its share capJtal Into sharas of larger '. amount·ttlan 'its existing shares; ,

(b) Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;

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(e) SrKHI.I~ldlHts exLstlng shar.es.or..any·of them Into sbares:of smaller amount

tbalt Is .fhc,ed by. the memorandum; ,. -.. '

(eI) CanceLany..shares which; at .the date of the passing "Of ttie resolution, have not been taken or agreed·to be taken by any person • .

·36. Where shares are converted Into stoc~ ' -' .. '

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(a) The holders .of stock may transfer the same or any part thereof In the same manner as, and subject to the same ·reguilltlo·ns unc;/er which, the sha'res

.from whlc,:h · the : sto~k . arose might before the conversion ha9c been traRSferred, or as. near thereto as circumstances admit:

PrOVided that the Board may, from time to time, fix the minimum·amount of stock transfe.ra~le, so, ' however, that such' minimum shall not exceed the

. nominal amoun.t of the si:lares from which the stock· arose.

(b) ' The !:lolders of stock shall, according to the amount. "of- stock held by them, have the same rl8nts, priVileges and ad-vania-ges.:as rega'rds dlvidel)ds; voting

at meetings of the company, ·and other matters, as H ·th-ey ·held the shares :from ·which "the stock .arose; but no such ·privilege ·-or ·advantage· (except " ....

. partlclpatlo~ 1n the :diYIdends and. profits of:the-compllny.and·l.n,the 'assets di;:

. on .windlrig .upl:shiill~e conferred by an amQunt-:of'st:oc:k-whlch·wouldnot, If ' existing in shares, have conferred that privilege 'or· advantage.

(c) Such 'Of"the "regulations of.-the company as··'CIre applicable· to paid-up shares .shall 'oIpply to stock and the -wordS "share" an'd "shareholder'" In those

r~ulations shall Include "stock" and "stock-holder"' res'pectively:

~7, The-company may, by special resolution, r.educe· ~ n an.y manner and with, an subject to,·anyincident authorised and tonsenNequlred ·b.y law,- .

(0) Its share capital;

(b) Any capital redemption reserve account; or

(c) Any share premium account.

CAPITALISATION OF PROFITS

38. (i) The Company in general meeting may, upon the recommendation of the Board, resolve-

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(a) That it Is desirable to capitalise any part of the amount for the time being standing to the credit of any of th"e company's reserve accounts, or to the

credit of the profit and loss account,or otherwise available for distribution; and

(b) That such sum be accordingly set freE: for distribution in the manner

spedfJed in clause (iI) amongst the members who would have been entitled thereto, If distributed by way of dividend a"nd in the same proportions.

(II) The sum aforesaid shall not be paid In -Cash but '~hall " be applied, subject to the provision c-ontalned In ciause (1m, either In Or towar{jsi~ """.

(A) Paying up any amounts for the time being unpaid on any "shares held by such members respectively;

(8) Paylnsup In fuJI, unissued shilFes of the company ~ be "allotted and distributed, credited as fully paid-up, to and amongSt'sUch " members" In the proportions aforesaid;

(e) .Partly in the way specified IA" sub-clause (;4) and partly In that SCSedfied In sub-clause (8); "

(0) A securities premium account and it capital redemption reserve account may, for the purposes of this regulation, be "applied in the paying up of unissued shares to be "Issued to memb~rs of the company as fully paid bonus sharl!s;

(E) The Board shall give effect to the resolution p"assed by thf! company In pursuance of this regulation. "

39. (I) Whenever such a resolution as aforl!said shall" have been "passed, the-Boar.d shall:-

(a) Make all ~ppropriations and applications of the undivided profits resolved .to be capitalised thereby. and all allotments and issues of fully paid shares if any; and

(b) "Generally do all acts and things required to give effect thereto:-

(ii) The Board shall have power-

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(Q)' To', make such provl!lons, by ~he Issue of fractional certificates or by payment In cash or otherwise as it thinks fit, for the case of shares hecomlng distributable In fractions; and

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(.b) T~ ",uthorlse anY person ,to enter, o~tf(o'i~II'the members entitled ;th~reto, into -ari agreemeni-:Wlfh the company providing for the allotment t~ them respilCtlvely,'credlted as,fully paid-up, of any further shares to which they may be' entitled upon such capltal!satlon, or as the case' may require, for the payment by'thEl company on th'elr behalf, by the application ,hereto of their' respective proportions Of' profits r-esolved to be capitalised, of the amOUht or 'an'y part 'of the amounts remaining unpaill ~n their existing shares;

(II/) Any agreement. made under such authority shall be effective and binding on suet) meniber~.

BUY-BACK'Cj)F SHARES

40. Notwlthstandl"g anything qmtalned qn these ,ar:tlcles .;but 'subject to the

provision'S of seC?tIOM B8-to 70,:and 'any other applicable 'provlslon af the Act :or any .ather-taw for .the ~iBlllJJeing ' ln force, thEl company 'may purchase"lts own shares or other specified securities .

GENElML.MEEIINGS

41. All genef.al meetings other than annual general meeting shall be called extraordinary general meeting,

42. (i) The Board may, whenever It thinks fit, call an extraordinary general meetlng_

(ii) If at any time directors capable of acting who are sufficient in number to­form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board,

PROCEEDINGS AT GENERAL MEETINGS

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43. (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) Save as otherwise provided herein, the quorum for the general meetings shall be as provided In section 103.

44. The chairperson, If any, of the Board shall preside as' Ch!llrpe'rson at every general meeting of the company,

45. If there Is no such , Chairperson, or, If he Is not: present within fifteen mlnutt;!s , after the time appOinted for ' h'oldlng the meeting. "or Is unwliling, to act', as

chairperson of the meeting. the directors , present shall elect one of, their members to be Chairperson of t.he meetine.

46. If at any meeting no director is willing to act as Chairperson or if no director ~ present within fifteen minutes after the time appointed for holding the meeting. the members present shall choose one of tlld, members to b,e Chairperson of the meeting.

ADJOURNMENT OF MEEtiNG

47. (i) The Chairperson may, with the (onsent cif any meeting ii' which a qu6rum Is present, and shall, if so directed ,by ,tile n)eeting, adjourn the m(:e ting from time to time and from place to place.

(ii) No business shall be transacted at'llny adlourned meeting other .than the business left unfinished at the meeting from which the adjournqlent took place.

(fir) When a meeting Is adjourned for thirty days or more, rioli te of the adjourned meeting shall be given as in the case of an original mct! t1rrg.

(Iv) Save as aforesaid, and as provided in section 103 of the Act" it ~ haH not-ba necessary to give any notice of an adjot.;rnment or of the busine-ss to be transacted at an adjourned meeting.

VOTING RIGHTS"

48. Subject to any rights or restrictions for the t: , •. e bp.ing attached to ~'ly class or classes of shares,-

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(0) On a-show·of hands, every member. present In person shall have one vote; . . and

·(b) On a poll, the voting rights of members shalf bein proportion to his share in

. the paid-up equity share capital of the company. /' _.--:'

. -.. -- , , 49. A member may exerdse' his vote at II me~flng by electronic means In accordance

with section 108 'lnd shall 'vote only once ..

.. " '5.0; (Win the case of Joint holders, the vote ofthe senior who tenders a'vote whether

, ·In ·person or·by proxy .. shall be accepted to the excluslon '6fthe votes ofthe

other Joint holders:

(II) For this purpose, seniority shall be determined by the order In which the

names stand in the register of members.

~1. A member of unsound mind, or in respect of whom an order has been made by

any court having Jurisdiction I.n lunacy, may vote,· whether on a show of hands or

on a poll, by his committee cir other legal' guardian, ' and any such· committee or

. guar.dlan may, on a poll, vpte by proxy. '.

52. Any .buslness either thon that upon which e' poll has been dems'nded ·may be

preceded With, pending the taking of the poll.

,53. No member shall be entitled to vote at any general meeting unless all calls or

other sums:presently payable by him in respect of shares in the company have

been.pard.

54. (i) No ·objection shall be raised ·to the qualification of any voter except at the

meeting or adjourned meeting at which the , vote objected' to' Is given or

tendered, and every vote not disallowed at such meeting shall be valid for

all purposes.

(ii) Any such objection made in d'ue time shall be referred to the Chairperson of

the meeting, whose decision shall be final and conclusive.

PROXY

. 55. 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 of the company not less than 48 hours

before th e time for holding th e meetIng or adjourned meetmg at which the

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P!!rson named in the instrument proposes to vote, or, in the case .of a poll, not less than' 24 hours before the time appointed for the taking of the poll; and In default the instrument of proxy shall not be treated as valid.

56. ,An Instrument appointing a proxy shall be In the form as prescribed in· the rule

made under section 105.

57. A vote given in accordanc!! with the terms of an instrument of 'proxy shali"be valid, notwithstanding the previous death 0/ Insanity of the prini:ipal or tho revocation of the proxy or of Ihe authority under which the pr.QX'{ w~s eicecuted, or the tr~n5fer of the shares In respect of which. the proxy Is given:

Provided that no Intimation in writing of sut:h dCilth, Insanity, re'lac~t!oA,.or

transfer shall have been rllt:elved by the compilny' ilt its officI;' (,t-!fore the commencement of the meeting or adjoumed meeting ·at which t ! 1 ~ proxy Is used.

BOARD OF DIRECTORS

58. The numbe, of the dlrector5 snail IIOt be less th~1I two 'and not ''lore than fifteen. /

59. The Following shall be the first DlreClor~ of til,: Company:-,

I. Asplnl Sahu ii. Jemamani Sahu

. 60. (i) The remuneration of the directors shall, ill so far as it consists d 'a mont~ly

payment, be deemed to accrue from daY-lo-day.

(Ii) In addition to the remuneration payable to them in pursullllc;e oi l!le Act, th~ directors may _b,e. .peld· all travelling. hotel and other expens~s properly incurred .b9·them-

. (0) In attending and returning from meetings of the Board of . :, rectOrs or

any Committee thereof or general meetings of the compan', . ,;r

(b) In connection with the business ()f th " company.

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.... 61. The Board may pay all expenses Incurred -in getting up and registering the

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~62. The company- maY·.eXercise ttl{! powers cQllferred on Itby· section SS·wlth regard to the keepJng of a foreign register; and the B~<ay (subject to. the provisions of that section) make 'and vary ·such. reguf~tlons as It may thinks fit respecting the keeping of any such register .

. 63. All. cheques, pr.omlssory notes; drafts, hundis, ·bills of eXchange and · other ." .negotlable Instillments, and all receipts for monies paid t,o 'the comilliny, shall

./ . ' be slgned...drawn, ·accepted, endorsed, or otherwise executed; as'the case may be,- by sl.¢h person and· In such manner as the BOilrd ~hall from time to time by resolution ·determine.

64. '~very d'lrettor present at any meeting of the Board or of a committee thereof shall slgn·hls·name In a book to be.kept for that ·purpose .

65. (/) subJ!!.ct to die ptpvislons' orsectlon 149, the .seiirifsh-all· have-power litany. time,' and from time to-tlme, .to appoint a ·person as an additional director,

provlded·the ·numher ofthe ·dlrectors and additional directors together shalt ':p "

not at any time exceed the maxlmllm strength fixed for the BOard by the ,. articles.

(ii) Such.person shall hold office .only up to the· uall! 'of the next annual general . meeting of the company · .. but shall be eligible for . appointment by the company as a director atthat·meeting subject tcrthe provisions ofthe Act.

PROCEEDINGS.eF THE. BOARD

66. (i) The Board of Directors may.meet for the conduct of business, adjourn and Oth'erWlse regulate its meetings, as it thinks fit :

(ii) A director may, and the manager or secretary on the requisition of a director shall, lit IIny time, summon a meeting or the Board.

67. (i) Save as otherwise expressly provided in the Act, questions ariSing at any meeting of the Board shall be decided by a majority of votes.

(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.

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68. The continuing directors may act notwithstanding any vacancy In the Ooard; but, If and so long as, their number is reducel;l below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director. mily , ~. ct for the

purpose of increasing the numb!!r of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other,purpose.

69. (I) The Board may elect a Chairperson of its meetings and determir.e the period for which he is to hold office.

, , . (II) If no such Chairperson is elected, or ir at ilny meeting the Chairperson. is' not

present within five minutes after ti,~ ~ime appoInted for :;' ''dlilg the meeting, the directors present may 1:110058 one' of their nu,r. :lers to -h Chairperson ul lhe meeting.

70. (I) The Board may, subject to the proviSion; of the Act; de!t!ga te aoy of Its powers to committees cOAslsting of such lIIember. or members C" its body as it thinks fit.

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(II} Any committee so fOfflled shall, in the exercise ohhe, powers 5') .lelegated; conform to any regulations that may ,be' i~posed; on It by thlt B,Q:td,

71. (11 A committee may, elect a 'ChairpeF$UfI ur ': ;' meetings., ,

(/I) if no such Chairperson is elected, o~ ifal ;. ny meeting the Chair!" ('rsan is not

present within five minutes after , th~ li'~le appointed for .. ... i,ling 'the meeting, the members present may choose one of: thelt'. ma.'~:' ers to be Chairperson ohhe meeting.

72. (i) A committee may meet and adjourn as it thinks fit.

(ii) , Questions ariSing at any meeting of. a ,ollllnittee shall be de il', ;I;ined by ~ majority of votes of,the members present, and in case of ii, . ",wality, of

votes, the Chairperson shall have a second or casting vote.

73. All acts done II'\ .an~n·g· of the BOilrd (lr ;)f a coni'l,l~ttee there(;r or b'l ,any -.... person actin,g.-iIS"a director,. shall, notwith ~ t;.Jnding that It may b ,! ::fterwards discovered that there was some defect in t il:' ";.lpointment of any .,, · . or more'

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of such directors or of any person aCti,lg ;.s aforesaid, or thatth., . .Jr aliy of them were disqualified, be as valid ;"$ ; : "v,', .' such director or SUEI .' rson had been duly apPOinted and was qualified to be '. director,

"3 €..'MPv 'l"l'\.~ '1l ~ S o-.h 1\

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74. Save as·-Ol:herwise f!.xJlressly pruvided In the Act, a resolution In' writing, signed

by all -the members of the ~oa fd or of a committee thereof, for the time being 'entitled to receive notice of a 'meeting of the Board or committee, shall be valid

·and effectlve',as, If It had been passed at a meeting 'of the Board or committee, . d.u~ convened .and held. . ' .

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'£HIE~ EXECUTIVE OfiFICER, MANAGER. COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER '

is. SubjecUo the provisions afthe Act,-'.'

. (I) A chief executive officer, manager, company secretilry or chief financial dfflcer may be appointed by the Board for such term, at such remuneration

and upon such conditions as it may thinks fit; a'nd any chi'ef executive officer, manager, company secretary or chief ,financial officer so appointed may be removed by means of a resolution at the-Board;

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(/I) A director may I:i.e -IIpp'olnted as chief executive offic-er, manager; 'company

secretary or chlefllnanclal officer. ~

76. A~provision of the Act or"tbese regulations requiring or 'authorising"a 'lhlng to be. . , . done by or to a dlrector~nd -chief executive~ce,,,manager, company sec:tetary or chiefflnanc:fal offlcer·shall. not :be· satisfled-by1ts'belng:done by or'to the same '

person acting 'bolh ilS dlr.ector -and as, 'or"·in -.p.lac:e ·of, chief executive 'officer, manager, company secr.etary.or:chlef.financ:iai'c:ifficer.

THe-SEAL

77. (I) The Soard shall provide for the safe custody of tho soal.

(ii) The seal of the company shall not be affixed to any Instrument exc:ept by the

authority of a resolution of the Board or of a committee of the Board authorised by It in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.

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DIVIDENDS AND RESERVE

78. The company In general meetIng may declare 'dividends; but 110 divi ·JeAd·shali exceed the amount recommended by the Bo ~,. d ..

79. Subject to the provisions of section 123, the Board may from time k ,ime pay to the members such Interim dividends as appeJr to it to be jiJstlfied hI' ~ he profits

of the company.

80. "(I) The Board may, before recommending ~';ly dividend, set asid e' ·out of the profits of the company· such sums as it lhinks fit as a resecVt: " r reserves

which shall, at the dlscr!tlon or Ihl! ~v." J, be applicable for un' :: lirpos.e.to which the profits of the company ,I..; Y UI:! properly applk . including

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provislo~ for meeting contingencies or for equalising dividends; .. . j pending such application, may, at the IIkl:! IIbu ~ lion, either be empi :ed 'In- the

business of the company or :be invl:!:;~'::" in such"lnvestments · ·· th~r tha.n shares ohhe company)as the ~oOlrd m~y, [tom time tu lime, tl, ;." ~ .fit • .

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(/1) The Board may also carry fo r ward :.' ,II profits which ' it n ' ." consider necessary not to divide, without s;.!: li,lf' ;' .em a·side as a reserve.

81. (I) Subject to the rights ofper-sons, if :mr· · .. :ltlled to shares with ! . . ·.'cial rights as to dividends, all dividends shall b. . ', :I:.red and paid ace. ng to ·the amounts paid or credited as pai,1 ull .. it! shares In respect ~reof the dividend is paid, but ihnd so 10,,/::.:., II, .. ,i.ng is paid upon an~·. ae shares In the company, dividends may OJ': ,:1(ed and paid accc ... . Ig to the

amounts of the shares.

(II) No amount paid or credit-ed as p" id "',: .: ~: ,,,(e In ·.advance of',' 'lts ·shall be treated forthe. purposes ohhis fi: t.ul;;.: ... a~ paid on the ~har '.' ..

• (iii) All dividends shall be apportlonl';" .,i: .:. .! pcoportlonately to ,' alllQWlts

paid or credited as paid on the Sh~lfe$ . . :ng any portion or p(

period In raspect of which the divid" ,; .. . , ;)a id; but If any s/lar. terms provldlnJjbaHfshall rani; i Jr ""' .. ,", .j as fr!)m a part;c, .. share s.halt rank for dividend a,,-v, .li" ,

Jns of the

issued on date such

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82, The Board may deduct from any Co, <I",: ,

money, if any, presently payable 1:\' ; ,.; . • .

otherwise in relation to the shares c .. . ., .

.'.,ul" to any memb. . I sums of

IJ :f/ ) "YU' ~, J1~Pt·YV! · ~,

'.'. ;Ilpany on acco )f calls or

"' :k~ 'Y1\~~ S~<-\ :r~cm.o..~ . -~~

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.. -. $3. (11 Any 4.Mdend, interest or other monies payable In cash in r~sp~ct of shares may be paid by cheque 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 me'mbers, or to such person and to sucn-addtess as th~ holder or

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. . ---jolnt"ho.lders may in writing direct. .. ___ /

(II) Every such ~heque or warrant shall be made payable to the order of the p.erson to whom it is sent.

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84 •. Anyone of two or more joint holders of a share may give effective receipts for . ,·'imY dividen~s, bonuses ·or other monies payable in respect of such share.

85. Notice of any dividend that may hilve been declared . ~hall be given to the persons entitled to share therein in the manner mentiOned in the Act.

86. No dividend shall bear Interest 'against the company.

ACCOUNTS

• 87. (i) Th!! Board shall from time to time determine whether and to wh.at extent anti at what times and places and under what conditions or regulations, the accounts and books of the company, or ilny· of-them, shall be open to the

. inspection o.f members:not being directors.

(ii) . No member (not being a dlr-ector) shall · have any right of inspecting any account or book or documentohhe company·except as conferred by law or ·authorised by the Board or'bythe company.ln ·general meeting.

WINDfNG UP

88. Subject to the provisions of Chapter xx of the Act and rules made there under-

(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

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.. the assets of the company, w!, __ ther· ~ . ! shJIi consist . of p.r; . . . ' t.y oJ the;

same klnd or not.

(if) For the pur-pose aforesaid, t.he liquid '. ' .:. !l ,:!y set such value .~ .~ he: deems • I ' " ~ •

fair upon any property to bEl 'divided ;., ~. r.:..:e said and may dc· . .':··nine how '

such division shall be carried out as ; '~ 'ileen the member' ... different

classes of members.

(/Ii) The liquidator l)1ay, with the like ~an(;;ti c· ~:. ':l! ~l llie whole or any p;,rt of ~uch

Assets In trustees upon. such llusts (0,' ' :. ': : .. ".~ ~fjt ofthe con·t,i l." j.J ries Ifhe

considers necessary, but so lh ·.il no I,t · .;, [, " / shall"l)e camp!:;; ·",; to accept any shares or other securities wi ,!:reor, '," " is any liability.

SECRECY

89. Subject to the provision ofthe lalt: ·~r lal!~ ' . /ii: Act, EverY rp" .... "' f, Auditor " .. -- r ' - ' -. - _.-

trustee, member of a Committee, Ollker .. : :.nl , Agent Acco!' :.. . or other persons employed In the business ot Comr~ . . ;; /):111 , If so r.eC!ulr!'t! . . ,' the Board

of Directors before entering tlpon 1,;5 dulL ... ':"." . De!=laration, pk .. ,: ' & himself

to observe slri(;~ sec:rety respecl i: ·.~ all l. . ... . ·jn of the Co;:':- . .' with Its

customers and the state of 'Aceo . it. wit. thereto and shall by such declara ~ : ";ir pI~\

.·. ! : :i·~uals and· in ,';.' I

. :<, .. ,.!If, not to I ~V;'

.r relating

'"Y of the matters which may corne to his kn CJwledgli . .;, ~ uischarge·of 1; :', :" ; ~ s except

when required to do so by the Direr: lOrs or· : : .. ' \"~vu~ of law 3 l1 ', 'i~ Pt so far " . .

as may be necessary in order to l·omp' . ..; : of the prc,,! ,,; '.' in these

presents.

INDEMNITY

90. Every officer of the company s/ · be. ;.

company against any)iabllfty ine l' ; ,.!d b~

whether civil or-criininal, in which j .. Jgm~' , is acquitted or in which relief is gr,;: .. ~d tu

.: .. J out of II:.· . ' s of .the

;.; defending ;;" . " cedlngs,

;. '0 in his favol ;' ·,vhich he

' :j e court or Ih ' · .

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IJ~Jnt' ~.

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~.: .tbh sev~ p,ersons, whose nameS and address are subscribed, are desirous ~f~mg- roim~ "- into a ~ ~ce oftliiS'DieIDorandam of asSociation-. and we respectively agretdo take the number of 'l'* in th'i"OapiiaI of the company set ag8inst ourrespec.tive names :- " " :

~AC1drISSI~~" .No.of shares - ~ignature " of " ~ignature, Names. Addresses. 111 Occupafio.ns -ofsubspt"bers" ta'kcD by" each " Subscriber "" " De$Crlpt1Ons and Occupations of

" Slibscn"ber witJ)esses " ~ ._/

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)Ior~ - 8d °"'9/11