Docstoc

MOA+_+AOA

Document Sample
MOA+_+AOA Powered By Docstoc
					                           (THE COMPANIES ACT, 1956)
                         (COMPANY LIMITED BY SHARES)

                    MEMORANDUM OF ASSOCIATION
                                          OF
                               PRIVATE LIMITED

I.     The name of the company is: PRIVATE LIMITED

II.    The Registered Office of the Company will be situated in the National Capital
       Territory of Delhi.

III.   The objects for which the Company is established are:

A.     THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS
       INCORPORATION ARE:

1. To purchase, sell, import, export, manufacture and carry on the business of
   distributing agents or dealers in and all kinds of hygiene specialties’ including
   wrapping material, paper, creams, ungreding, hair dressings, sanitary pads, washes
   pomades, dyes cosmetics, skin preparations, soaps, oils absorbent, cotton oleaginous
   and vapraceious, substance, toilet rolls and other toilet requisites, preparations and
   accessories of every description.

2. To carry on the business of trading, conversion, lamination, fabrication, printing of
   plastic, aluminum, polyster, paper and metal foils, rolls, cones, films and other
   Hygiene Products.

3. To manufacture, process, prepare, preserve, can refine, bottle, buy, sell and deal
   whether as wholesalers or retailers or as importers or as principals or agents, in
   Hygiene, Vegetables, canned and tinned and processed foods, protein health and
   instant foods of all kinds including baby and dietetic, foods, cereals, beverages,
   cordials, tonics, restoratives and aerated mineral water and foods.




                                           1
(B)   THE OBJECTS ANCILLARY OR INCIDENTAL TO THE ATTAINMENT OF
      THE MAIN OBJECTS ARE:

1.    To purchase or otherwise acquire, own, import, sell, export and deal in all
      materials, substance appliances, machines, containers and other articles and
      apparatus and things capable of being used in any of the aforesaid business and to
      own, lease and otherwise acquire and use facilities of whatever kind as may be
      convenient or useful or conducive to the effective working of main business or
      any part thereof.

2.    To acquire, build, construct, alter, maintain, enlarge, pull down, remove or replace
      and to work, manage and control any buildings, offices, factories, mills, shops,
      machinery, engines, roadways, tramways, railways, branches of siding, bridges,
      reservoir, water courses, wharves, electric works and other works and
      conveniences which may seem necessary to achieve the main objects of the
      company and to join with any other such person, firm or company in doing any of
      these things.

3.    To buy, sell repair, alter, improve, exchange, let out on hire, import, export and
      deal in all factories, works, plants machinery, tools, utensils, appliances,
      apparatus, products, materials substances, articles and things capable of being
      used in any business which this company is competent to carry on and to
      manufacture, experiment with, render, market and deal in all products residual and
      by-products incidental to or obtained in any of the businesses carried on by the
      Company.

4.    To purchase, take on lease or tenancy or in exchange, hire, take options over or
      otherwise acquire any estate or interest, whatsoever and to hold, develop, work
      cultivate, deal with and turn to account concessions, grants, decrees, licenses,
      privileges, claims, options, leases, property, real or personal or rights or powers of
      any kind which may appear to be necessary or convenient for the business of the
      Company.

5.    To pay for preliminary and pre-incorporation expenses of the Company.

6.    To sell, exchange, mortgage, let on lease, royalty or tribute, grant licenses
      easements, options and other rights over and in other manner deal with or dispose
      of the whole or any part of the undertaking, property, assets, rights and effects of
      the Company for consideration as may be thought fit and in particular for stocks,
      shares, debentures whether fully or partly paid-up or securities of any other
      company having objects whole or in part similar to those of the Company or as
      may be approved by the shareholders.

7.    To pay for any rights or property acquired by the Company and to remunerate
                                           2
       any person, firm or body corporate rendering services to the Company either by
      cash payment or by allotment to him or them of shares or securities of the
      Company as paid up in full or in part or otherwise.

8.    To lend and advance money, in connection with the business either with or
      without security and give credit, to such persons (including Government) and
      upon such terms and conditions as the Company may think fit, provided that the
      Company shall not carry on banking business within the meaning of Banking
      Regulations Act, 1949.

9.    To undertake financial and commercial obligations, transactions and operations of
      all kinds.

10.   To guarantee the performance of any contract or obligations and the payment of
      money or dividends and interest on any stock, shares or securities of any
      company, corporation, firm or person in any case in which such guarantee as may
      be considered directly or indirectly to further the objects of the Company.

11.   To guarantee the payment of money unsecured or secured or payable under or in
      respect of promissory notes, bonds, debenture stocks, contracts, mortgages,
      charges, obligations, instruments securities of any company or of any authority,
      supreme, municipal, local or of any persons whether incorporated or not
      incorporated, and generally to guarantee or become sureties for the performance
      of any contracts or obligations as may be necessary for the business of the
      Company.

12.   To subscribe for, acquire, hold and sell shares, share-stock, debentures, debenture-
      stock, bonds, mortgages, obligations, securities of any kind issued or guaranteed
      by any company (body corporate or undertaking) of whatever nature and
      whatsoever constituted or carrying on business and to subscribe for acquire, hold
      and sell shares, debentures and debenture-stocks, and debenture-bonds,
      mortgages, obligations and other securities issued or guaranteed by any
      government, sovereign ruler, commissioners, trust, municipal, local or other
      authority or body of whatever nature, whether in India or elsewhere as may be
      conductive to the business of the Company.

13.   To invest in including investment in Company’s own shares any money of the
      Company not immediately required, in any investments, movable or immovable as
      may be thought proper and to hold, sell or otherwise deal with investment shares
      or stock in the company as may be necessary for the business of the Company.

14.   Subject to Section 58A, and 292 of the Companies Act, 1956 and the regulation
      made there under and the directions issued by Reserve Bank of India, to receive
      money on deposit or loan and borrow money in such manner as the Company
                                         3
      shall think fit and in particular by the issue of debentures or debenture-stock
      (perpetual or otherwise) and to secure the payment of any money borrowed, raised
      or owing on the mortgage, charge or lien upon all or any of the property or assets
      of the Company ( both present or future) including its uncalled capital and also by
      similar mortgage, charge or lien to secure and guarantee the performance by the
      Company, or any other such person or Company, or any obligation undertaken by
      the Company.

15.   To draw, make, accept, endorse, discount, negotiate, execute and issue bills of
      exchange, promissory notes, bills of lading, debentures and such other negotiable
      or transferable instruments or securities of all types.

16.   To apply for, purchase or otherwise acquire and protect, prolong and renew in any
      part of the world, any patents, and patent rights, inventions, trade marks, designs,
      licences, protections and concessions conferring any exclusive or non-exclusive or
      limited right to their use or of any secret or other information as to any invention,
      process or privileges which may seem capable of being used for any of the
      business of the Company or the acquisition of which may seen calculated directly
      or indirectly, to benefit the company and to use, exercise, develop or grant
      licenses or privileges in respect of or otherwise turn to account, the property,
      rights and information so acquired.

17.   To spend money in experimenting upon and testing and improving or seeking to
      improve any patents, rights, inventions, discoveries, processes or information of
      the Company or which the Company may acquire or propose to acquire.

18.   To do all or any of the above things either as principals, agents, trustees,
      contractors or otherwise and either alone or in conjunction with others and either
      by or through agents, sub-contractors, trustees and otherwise.

19.   To acquire and take-over all or any part of the business, property and liabilities of
      any person, firm or company carrying on or proposing to carry on any business
      which this Company is authorised to carry on or possess property suitable for the
      business of the Company.

20.   To procure the registration or recognition of the company in or under the laws of
      any place outside India.

21.   To form, incorporate or promote any company or companies whether in India or
      elsewhere having amongst its or their objects the acquisition of all or any of the
      assets or controls, management of development of the Company or any other
      objects which in the opinion of the Company could or might directly or indirectly
      assist the Company in the management of its business or the development of its
      properties or otherwise prove advantages to the Company and to pay all or any of
                                           4
      the costs and expenses incurred in connection with any such promotion or in -
      corporation and to remunerate any person or company in any manner it shall think
      fit, for services rendered or to be rendered in or about the formation or promotion
      of the Company or the conduct of its business or in or about the promotion of any
      other such company in which the Company may have an interest.

22.   Subject to the provisions of Section 391 to 394 of the Companies Act, 1956, to
      amalgamate or to enter into partnership or any arrangement for sharing profits,
      union of interest, co-operation, joint venture or reciprocal with any person or
      persons or company or companies carrying on or engaged in any business which
      the Company is authorised to carry on.

23.   To enter into any arrangements and take all necessary or proper steps with
      Governments or with other authorities supreme, national, local, municipal or
      otherwise of any place in which the Company may have interests and to carry on
      any negotiations or operations for the purpose of directly or indirectly carrying out
      the objects of the company or effecting any modification in the constitution of the
      company or for furthering the interests of the members and to oppose any such
      steps taken by any other company, any firm or person which may be considered
      likely, directly or indirectly to prejudice the interest of the Company or its
      members and to assist in the promotion whether directly or indirectly of any
      legislation which may seem advantageous to the company and to obtain from any
      such Government authority and company any charters, contracts, decrees, rights,
      grants, loans, privileges, or concessions which the company may think it desirable
      to obtain and carry out, exercise and comply with any such arrangements, charters,
      decrees, rights, privileges or concessions.

24.   To adopt such means of making known the business of the Company as may seem
      expedient and in particular by advertising in the press by circulars, by purchase
      and exhibition of works of art or interest, by publication of books and periodicals
      and by granting prizes, rewards and donations.

25    (a) To undertake and execute any trust, the undertaking of which may seem to the
      Company desirable and either gratuitously or otherwise and vests any real or
      personal property, rights of interests acquired by or belonging to the company in
      any person or company on behalf of or for the benefit of the company and with or
      without any declared trust in favour of the Company.

      (b) To accept gifts including by way of Awards/prizes from Govt. and semi-govt
      bodies and to give gifts and donations to create trust for the welfare of employees,
      members, directors and/or their dependants, heirs and children and for deserving
      object for and such other persons also to act as trustees.

26.   To apply the assets of the Company in any way in or towards the establishment,
                                          5
      maintenance or extension of any association, institution or fund in any way
      connected with any particular trade or business or with trade or commerce and
      particularly with the trade, including, any association, institution or fund for the
      interests of masters, owners and employers against loss by bad debt, strike,
      combination, fire, accident or otherwise or for the benefit any employee workman
      or others at any time employed by the Company or any its predecessors in
      business or their families or dependants and whether or not in common with other
      persons or classes of persons and in particular of friendly, co-operative and other
      societies, reading rooms, libraries, educational and charitable institutions, dinning
      and recreation rooms; churches, chapels, schools, and hospitals and to grant
      gratuities, pensions and allowances and to contribute to any funds raised by public
      or local subscription for any purpose.

27.   To aid peculiarly or otherwise, any association, body or movement having for an
      object the solution, or settlement of industrial or labour problems or troubles or
      the promotion of industry or trade.

28.   To subscribe or guarantee money for any national, charitable, benevolent, public,
      general or useful object or for any exhibition subject to the provisions of sections
      293A of the Act.

29.   Subject to the provisions of the Gift Tax Act, 1957 and the statutory amendments
      thereof, the Company has power to make and receive gifts either in cash or other
      such movable or immovable properties.

30.   To establish and maintain or procure the establishment and maintenance of any
      contributory or non-contributory pension or superannuation funds for the benefits
      of and give, procure the giving of donations, gratuities, pensions, allowances or
      emoluments to any persons who are or were at any time in the employment or
      service of the Company or is allied to or associated with the company or with any
      such subsidiary company or who are or were at any time Directors or officers of
      the company as aforesaid and the wives, widows, families and dependants of any
      such persons and also establish and subscribe to any institutions, associations,
      clubs or funds calculated to be for the benefit of or to advance the interest and
      well-being of the Company or of any such other Company as aforesaid and make
      payments to or towards the insurance of any such persons as aforesaid and do any
      of the matters aforesaid, either, alone or in conjunction with any such other
      company as aforesaid.

31.   To distribute among the members in specie or otherwise any property of the
      Company, or any proceeds of sale or disposal of any property of the company, in
      the event of its winding-up but so that no distribution amounting to a reduction of
      capital be made except with the sanction (if any) for the time being required by
      the Companies Act, 1956.
                                           6
32.   To do all such other things as may be deemed incidental or conducive to the
      attainment of the above objects or any of them.

33.   To give guarantees and carry on and transact every kind of guarantee and counter
      guarantee business and in particular to guarantee the payment of any principal
      moneys, interest, or other moneys secured by or payable under any debentures,
      bonds, debenture stock, mortgages charges, contracts, obligations and securities
      and the payment of dividends on and repayment of the capital of stocks and shares
      of all kinds and descriptions.

34.   To enter into any arrangement (including arrangement for sharing of profits,
      union of interests, co-operation) agreement ( including partnership, joint ventures,
      reciprocal concessions) or collaboration and/or otherwise with any Government or
      Authority, Foreign, supreme, Central, State, Municipal, local or otherwise or with
      any other companies, associations or persons whether Indian or foreign that may
      seem conducive to the company’s objects or any of them and to obtain from such
      Government or authority, company, firms, associations or persons all rights,
      concessions and privileges, on such terms and conditions as the company may
      think it desirable and to obtain and to carryout, exercise and comply with any
      such arrangements, rights, privilege and concessions.

35.   To procure the registration or other recognition of the company in any country,
      state or place and to establish and regulate agencies for the purpose of the
      company’s business.

36.   To do all or any of the above things in any part of the world, as principals, agents,
      contractors, trustees or otherwise and by or through branches, trustees, agents or
      otherwise and either alone or in conjunction with others.

37.   To guarantee the payment or performance of any contracts or obligations or
      become surety for any person, firm or company for any purpose and to act as
      agents for the collection, receipt or payment of money and to act as agents for and
      render secures to customers and others and to give guarantee and indemnities.

(C)   THE OTHER OBJECTS ARE:-

1.    To carry on the business as dealers in and purchasers of dairy farms, gardens and
      produce of all kinds and in particular milk, cream, butter, ghee, cheese, poultry,
      eggs, fruits, vegetable oils, vegetable ghee, pork-ples, sausages, prawns, potted
      meat, table delicacies.

2.    To carry on the business of manufacturing and selling carbonated or other watts,
      suppliers of heat, light, water, gas or brine for refrigerating purpose and to keep,
                                              7
     maintain, and equip service stations for the said purpose.

3.   To carry on the business of manufacturers of all kinds of condensed milk, jams,
     pickles, ciders, preserved foods of all kinds and of such other articles as may
     conveniently be produced or manufactured therewith.

4.   To erect, construct, establish and provide all kinds of conveniences
     improvements, entertainments in particular readings, writings, bioscope and
     cinema shows, lockers, safe deposits, stables, vaults, telephone, teleprinter and fax
     machine facilities, telegraph, clubs, stores, provisions shops baths, swimming
     tanks and pools and lavatories.

5.   To subscribe, buy, keep, sell, give on hire or otherwise deal in books, magazines,
     periodicals, journals, pictures and all kinds of readable material. To establish,
     maintain, equip and furnish a reading and circulating library for use of the
     subscribers or customers or visitors either gratuitously or on such terms and in
     accordance with such regulations as may be deemed proper.

6.   To carry on the business of film manufacturers, film apparatus manufacturers,
     film producers, both sound and silent, hippodrome and circus proprietors,
     proprietors, and managers of cinema houses, theatres, concert halls, picture
     palaces, studios. To carry on the business of letting or subletting the use of
     cinema halls, theatres, picture places, studios or other machinery apparatus,
     building or structure of the Company for purpose of use for exhibition, display of
     films, dramatic or theatrical performances, concerts or other entertainments or
     objects allied to or of similar kind as that of the Company and to provide for the
     production direction, exhibition, representation, display whether by mechanical
     means or otherwise or plays, open air or other theatrical performances, operas,
     buriesque, ballets, pantomimes, jugglery, mesmeric, yogic, hypnotic, spectacular
     pieces, mushairas, symposiums and such other musical and drama tic, athletic and
     similar performances for amusement or entertainment both in public and private.

7.   To carry on the business of manufacturers of or dealers in all types of glass
     products, such as sheet and plate glass, optical glass wool and laboratory-ware.

8.   To undertake to manufacture, process, import, export and sell of calcined,
     petroleum, petrochemical and its by-products, coal and coal tar products, dyes,
     drugs, medicines and pharmaceuticals and derivatives, paints, pigments and
     varnishes, explosives and ammunition, all types of heavy chemicals, textiles,
     chemicals, photographic chemicals, clay and boards, soaps, glycerin, fertilizers,
     pesticides, manures, fungicides and allied products fats and waxes.

9.   To carry on the business of goldsmiths, silversmiths, jewellery and gem merchants,
     importers and exporters of bullion and any other such articles related thereto.
                                          8
10.   To carry on the business of manufacturers of or dealers in typewriters, calculating,
      machines, vacuum cleaners, sewing machines, printing machines, ice cream
      manufacturing and dairy equipment.

11.     To acquire or set up and run hospitals, clinics, nursing homes, maternity and
      family planning units or pathological laboratories and optician shops.

12.    To carry on the business of manufacturers or dealers of tractors, tractor parts,
      automobiles, ships, aeroplanes, earth moving equipments, internal combustion
      engines, boilers, locomotives, cranes and compressors.

13.   To manufacture and or deal in automobile parts, spare parts and components or
      machineries thereof.

14.    To carry on the business of machinists, manufacturers of prosed bowls, marine
      engineers, iron founders, brass founders, iron and steel converters metallurgists,
      smiths, iron masters, steel masters, blast furnace, proprietors, consulting
      engineers, asbestos manufacturers, japanners, annealers, enamellers, electric and
      chromium palters, polishers, painters, tinsmiths, locksmiths, ironmongers, wire
      weavers and to buy, sell, manufacture, repair, alter, convert, let on hire, and deal
      in plant, machinery, tools, implement, utensils and rolling stock.

15.   To carry on the business of manufacturers of and dealers in all types of celluloid,
      bakelite, industrial rollers, sheets, belting, tyres, tubes, scientific, industrial and
      surgical instruments and agricultural equipments.

16.   To carry on business as manufacturers of or dealer in or as stockists, importers
      and exporters of packing materials, cartons, containers, boxes and cases made of
      paper, board, wood, glass, plastic, pulp, cellulose films, polythene, rubber, metal,
      foils, gelatin, tin flexible, treated, laminated or such other materials related
      thereto.

17.   To undertake or promote research in economic, fiscal, commercial, financial,
      technical and scientific problems.

18.   To carry on business of timber and lumber merchants, lumber yard and sawmill
      proprietors and to buy, sell, prepare, for market, import and deal in timber and
      wood of all kinds and to carry on the business of logging and lumbering,
      purchasing acquiring and leasing timber berths.

19.   To carry on the business of manufacturers, buyers, sellers, exporters and importers
      of pulp, paper boards and paper products of all types and kinds and in all forms
      and to process and re-pack paper and paper products and to carry on the business
      of stationers, printers, lithographers, stereotype stationers, printers, lithographers,
                                            9
      stereotypes, electrotypes, photographic printers, block markers, photolitho-
      graphers, engravers, die-makers, computerised photo composers account books
      manufacturers, book sellers and publishers.

20.   To carry on the business of spinners, weavers, manufacturers of cotton, cotton
      textiles and other fibrous materials, balers and pressers of jute, cutting, jute
      rejections, hemp and the cultivation thereof and the business of buyers, sellers and
      dealers of jute, jute cutting, jute rejections, jute manufacturing, hemp and other
      fiberous material, oil seeds and any, other seeds and products and of goods or
      merchandise made thereof and to transact all manufacturing or cutting and
      preparing processes and mercantile business that may be necessary or expedient.

21.   To carry on business of manufacturers of and dealers in sports goods.

22.   To sink wells and shafts, lay down pipes, construct, improve, maintain, develop,
      work, manage, carry out or control any roadways, tramways, runways, branches or
      sidings, bridges, telegraph lines, canals, reservoirs, water courses, wharves, sheds,
      hydraulic works, electric works and factories, power houses colonies, houses and
      villages.

23.   To carry on business of manufacturers of and dealers in all kinds of electrical
      machinery and electrical apparatus for any purpose and to manufacture, sell,
      supply and deal in accumulators, lamps, meters engines, dynamos, batteries,
      telephonic or telegraphic apparatus of any kind and manufacturers of and dealers
      in scientific instruments of any kind.

24.   To carry on the business of fabricators and re-rollers of all types of ferrous and
      non-ferrous metals, manufacturers of steel strips, steel pressed sections, tubes,
      pipes and bolts, hinges, eldrops, tower bolts, roofing nails, pad bolts, door
      shutters, nuts, buckets, karals, gats channels, sanitary fittings, wires-knifings, wire
      ropes, hardware fitting of all kinds, cutting and hand tools.

25.   To carry on the business of water works engineers and manufacturers and
      suppliers of atomic power and gas generators.

26.   To build bus bodies and to manufacture railway wagons , passenger coaches
      (railways or roadways), tramways and their components, jigs and fixtures,
      precision instruments, gas welding plants, paper and cement plants, general
      purpose and tool room machinery, hardening, annealing and tempering furnaces,
      motor boats, cables and conductors.

27.   To manufacture, buy, sell, import and export cement, rayon, pulp, glass wool and
      such other sound and water proofing materials.
                                         10
28.   To carry on research and development, to manufacture, buy, sell, import and
      export, to act as distributing agents, developers, processors’ consultants, repairers
      and dealers in the field of all kinds and sources of energy such as mechanical,
      electrical, heat, sound and light, derived from natural and such other sources
      including in particular from the use of oil, gas, coal, water and such other sources
      of energy such as solar geothermal, wind, tides, biogas, gobar-gas, wastes and
      other residual products and to supply, use, purchase, acquire, distribute and apply
      the same for industrial, commercial, agricultural and domestic or other purpose for
      providing motive power, electric power, thermal power and other types of power
      for lighting, heating, cooling, refrigeration drying, seasoning, evaporation,
      distilling and to develop processes, equipments, instruments, apparatuses,
      appliances and accessories for conversion of one type of energy to other and in
      connection with all the aforementioned objects, to acquire, construct, manufacture,
      erect, lay down, alter, work, all equipments, instruments, apparatuses, appliances,
      and other plant and machinery related and to supply all such materials, products
      and things as may be necessary or convenient in connection with the production,
      use, storage, regulation, measurement, supply and distribution of such products by
      the Company.

29.   To carry on the business of manufacturers, merchants, importers, exporters,
      maintainers, hires, processors, engineers, consultants, dealers, and agents in all
      kinds of electrical, electronic, mechanical and optical appliances and apparatuses
      of every description including lighting, radio, television, telecommunication
      requisites, radars, computers, business machines and their components including
      valves, transistors, resistors, condensers, coils, motors, generators and their
      requisites, components and stores of all kinds and descriptions.

30.   To buy sell, process, improve, alter, exchange, or let on hire, import, export and
      deal in all kinds of metallic alloys, iron, steel, ingots, billets, rods, wires, ferrous
      and non-ferrous metals.

31.   To carry on business of purchase and sale of kapas, cotton and cotton seeds and
      man-made fibres and plastic business.

32.   To carry on business as manufacturers of and dealers in building components such
      as lightweight cellular re-inforced autoclaved concrete slabs and block for floors,
      walls and roofs and prestressed precast, re-inforced concrete building components
      and any other such materials related thereto.

33.   To carry on the business quarry proprietors, of stone and granite merchants,
      dealers, exporters and contractors and to search for, mine win, raise, make
      marketable, use, sell and dispose of granite stones, coal, minerals and mineral
      substances and products and to prepare and manufacture cement paving, blocks,
      wax and bituminous road materials.
                                         11
34.   To carry on business as manufacturers of and dealers in marble, asbestos, stone,
      bricks, clay, china, porcelain, terracotta, earthwards, pipes, mosaics, slates,
      windows, doors, shutters, basins, chimney pieces, stoves, baths, sanitary-ware,
      household fittings damp-proof materials, paints, varnishes, ropes, cords and fitting
      of every description.

35    To carry on the business of hotel, restaurant, cafe, licensed tavern, and beer-house,
      restaurant room, and house-keeper, licensed victuallers, purveyors, caterers for
      public amusement or entertainment, coach, cab, carriage and motor car
      proprietors, livery stable and garage keepers job masters live and dead stock,
      colonial and foreign produce of all description, proprietors of clubs, dressing
      rooms, laundries grounds and places of amusements, recreation, sports, tennis
      courts, swimming pools, entertainment and institutions of all kinds, tobacco and
      cigar merchants.

36.   To manufacture, produce, compress, liquefy, supply, purchase, sell, trade, import,
      export, distribute as agents of all types of industrial, domestic, medical and
      commercial gases such as oxygen, hydrogen, acetylene, nitrogen, argon, carbon
      dioxide, Freon, dissolved acetylene, Freon carbonic acid in g as and liquid form.

37.   To buy, sell, manufacturer, fabricate, repair, alter, convert, recondition improve,
      exchange, barter, import, export, let on hire and deal in all types of gas cylinders,
      bottles, containers, receivers, corks valves, scales, laboratory, gas-masks,
      regulators, compressors, engines, machines laboratory equipments, tools and such
      other appliances, equipments, apparatus, conveniences and accessories connected
      therewith.

38.   To act as consulting engineers and management consultants and to prepare project
      reports and plan layouts and provide technical advice guidance and supervision in
      the erection, installation, commissioning of any project industrial or otherwise.

39.   To carry on the business as seed merchants, oil merchants, cotton, groundnuts,
      condiments and castor merchants, cake and corn merchants, millers and flour
      merchants, bakers, biscuit makers and confectioners.

40.   To carry on business in securities and to deal in stocks and shares.

41.   To carry on the business of steel furniture, iron safes, rolling shutters, office
      equipments and such other steel structural products of all types.

42.   To carry on the business of petrol pumps and service stations.

43.   To grow, raise, tend cultivate tea, coffee, cinchona, rubber and such other produce
      and to carry on the business of tea planters in all its branches and to carry on the
                                            12
       business of cultivators, buyers of every kinds of vegetable, minerals or other
      produce of the soil, to prepare, manufacture and render marketable such produce
      and to sell, dispose of and deal in any such produce, either in prepared,
      manufactured or raw state and either by wholesale or retail.

44.   To carry on the business of helicopter spraying on farms, grove lands,
      cultivations, gardens and such other allied business, eradication of diseases, virus
      and insecticides.

45.   To deal in, supply, manufacture, import all kinds of cosmetics, perfumes and
      beauty aids.

46.   To carry on the business of buying, selling, exporting, importing, manufacturing,
      constructing, devising and preparing all kinds of advertising novelties, materials,
      aids, complimentary gifts, devices, designs and any other such media used for the
      purpose of audio-visual publicity and advertisement.

47.   To carry on the business of advertising agents both out-door and through
      newspapers magazines, books, periodicals, directories, screens, walls, buses,
      railway carriages or through any such other media of advertisement of all types.

48.   To carry on the business of millers in all its branches, to set up mils for milling
      wheat, gram, cereals, dal, basen, maida, atta, suji and such other allied products
      thereof and to manufacture any by-products, food products such as biscuits,
      flakes, dalia and confectionery from flours of all kinds and descriptions and to set
      up factories or mills for the manufacture thereof.

49.   To manufacture, process, fabricate, design, buy, sell, import, export or otherwise
      deal in all kinds of electrical wires and cables, insulated cables, welding cables,
      D.C.C. Wires, super enamelled wires, (bars or covered by plastic, rubber, cotton,
      paper or PVC), conductors, low medium and high tension, insulators, switches
      gears made of ferrous or non-ferrous metals, silver or any other such substance
      thereof.

50.   To manufacture, process, formulate and to draw wires of all kinds and
      descriptions, whether of copper or aluminum or any other metal by any process or
      methods being employed or by research on any metal or non-metal or any other
      such type of material required or may be innovated in future.

51.   To manufacture sowing machines, reaping machines, thrashing machines, tractors
      and all such other kinds of farm implements and machinery, dairy machines,
      elevating machines, conveying machines transmission machines, incubators and
      parts, tools and accessories requisites therefor.
                                            13
52.   To carry on the business of manufacturers of and dealers in ready-made garments
      of all kinds.

53.   To assist any company or other enterprise in its dealing with any Governments,
      local, statutory and other authority whether in India or abroad in the legitimate
      pursuit of its activities and to produce capital for any company or enterprises.

54.   To carry on the business of manufacturers and dealers of hosiery goods of every
      kind, nature and description for men, women and children.

55.   To carry on the business of manufactures of and dealers in all kinds of carpets,
      durries, mats, rugs, blankets and such other similar articles of woolen and worsted
      materials.

56.   To carry on the business of importers and exporters, ship-owners, ship-builders,
      chatterers of ships and other vessels, warehouse-men and insurance brokers,
      carriers, forwarding agents and wharfingers.

57.   To carry on the business as manufacturers of and dealers in leather and leather
      goods of all description and/or leather dresses, hides, skins and all things and
      material connected therewith.

58.   To carry on the business of advisers on problems relating to the administration
      and organisation of industry and business and to advise upon the means and
      methods for extending, developing and improving all types of business or
      industries and all systems and processes relating to production, storage,
      distribution, marketing and sale of goods and/or relating to the rendering of the
      services.

59.   To undertake, carry out, promote and sponsor programmes for rural development
      including any programme for promoting social and economic welfare or the
      upliftment of the people in any rural area and to incur any expenditure on any such
      programme of rural development and to assist execution and promotion there of
      either directly or through any agency or in any other manner. Without prejudice to
      the generality of the forgoing, the words’ Rural Area’ shall include such areas as
      may be regarded as rural areas under Section 35-CC of the Income-Tax Act, 1961
      or any other law relating to rural development for the time being in force or as
      may be considered by the Directors as rural areas and in order to implement any of
      the above mentioned objects or purposes the Directors may, at their discretion,
      transfer without consideration or at such full or confessional value as the
      Directors may think fit and divert the ownership of any property of the Company
      to or in favour of any public or local body or authority or central or state
      Government or any public institution, Trust or Fund or any other such agency
      devoted to the work of rural development as approved by the Central Government
                                           14
       or State Government or any other such appropriate authority related thereto.

60.    To erect, construct, establish and provide all kinds of conveniences,
       improvements for customers and other and in particular lockers, safe deposits,
       vauits, stables, telephone and telegraph, facilities, clubs, stores, provision, shops,
       baths, swimming tanks, pools and laboratories.

61.    To carry on the business of ice makers, ice dealers, refrigerating stock keepers,
       makers, manufacturers of and dealers in freezing and refrigerating agents,
       mixtures and medicines of all descriptions.

62.    To carry on the business of stock and share brokers and to deal (purchase and
       sale) in shares, securities, debentures of private and public sector companies
       registered unites registered under the Companies Act, 1956 and to deal in
       Governmental securities, Trust securities and all other such types of securities and
       actionable claims and to hold them as investments for earning profits.

63.    To acquire, take up and hold shares, stocks, debentures, debenture stocks, bonds,
       obligations and securities issued or guaranteed by any company, corporation or
       authority constituted for carrying on business in India or in any foreign country
       and debentures, debenture-stocks, bonds, obligations and securities issued or
       guaranteed by any Government, sovereign ruler, commissioner, public body or
       authority, supreme, municipal, local or otherwise, whether in India or any foreign
       country.

64.    To sell, export or otherwise by themselves or through agents to carry on business
       as brewers, maltsters, hop-growers and merchants, bottles, agents and distributors;
       barley and general grain flowers raisers, importers, processors, driers and
       merchants, manufactures of an dealers in yeast, isinglass and such other requisites
       manufacturers of and dealers in all kinds of aerated mineral and medical and
       medicated waters, spirits, alcohol’s and general temperance and other drinks,
       beverages and cordials and bottle stopper makers, coppers, manufacturers of
       boxes, cartoons, paper and such other bags and packing receptacles and labels
       thereof:

65.   To purchase, manufacture, produce, boil, refine, prepare, import, export, sell and to
       deal in all sugar, sugar candy, jaggery, sugar beet, sugarcane,
       molasses, syrups and all other sugar products such as confectionery glucose,
       golden syrup, alcohol and their by-products.

66.    To carry on in India or elsewhere the business of importers and exporters of and
       dealers in all such items that are permissible under import and Export Trade
       Policy of the Government of India and also to buy and sell, either as principal to
       principal or as broker, Import Replenishment Licenses as per the policy of the
                                           15
      Government of India.

67.   To carry on the business of land, building, farm and other immovable properties,
      property and real estate agents, brokers and dealers.

68.   To carry on the business of building construction, civil contractors and undertake
      construction work on turnkey project based in India and abroad.

69.   To invest in, hold, subscribe, take, purchase, or acquire by original subscription,
      contract, tender, purchase, exchange, underwrite, participate in syndicates or
      otherwise and whether or not fully paid up, and to subscribe for the same, subject
      to such terms and conditions ( as may be thought fit) and to hold, issue, reissue,
      sell, deal or otherwise dispose of shares whether fully paid or partly paid, stock
      debentures, debenture stock, bonds, obligations and securities issued or
      guaranteed by any Government, sovereign rules, commissioners, public body or
      authorities, supreme municipal, local or otherwise in any part of the world and to
      underwrite shares, debentures, debenture stock, bonds, notes and other obligations
      and to manage investment pools, syndicate in shares, stocks and securities.

70.   To secure sound investment of foreign capital in Indian undertaking and
      enterprises and Indian capital in foreign undertakings and enterprises.

71.   To carry on business of development of Computer Software and to operate
      computer services and to manufacture all varieties of computers and
      microprocessor based products through centre and to provide hardware and
      software support services and to provide training and education in computer usage
      and application.

72.   To conduct feasibility studies for computerisation and to assist in purchase and
      installation of computers, to participate in share capital to give guarantee on
      behalf of the company, act as Financial Consultants, to render services of
      Portfolio Management and Leasing Consultants, Management Consultants,
      Broker, Merchant Banker, Managers to the Issue, Transfer Agents and Counseling
      Services in various fields and also provide the services as Registrars to the issues,
      share transfer agents, all types computer continuous stationery and printing
      services.

73.   To act as consultants and develop in the field of information technology and to
      market information technology products such as audio aids and kits,
      communication linkages and programmers using all medias, Satellite system, Fax
      and Telephone Instruments and PABX System and to manufacture Computer
      Stationery, Fax and Telex Rolls and all types of stationery and Printing of
      Stationery.
                                            16
74.   To act as consultants and to lease out, import export by manufacture sell
      distribute, repair convert, hire alter or otherwise deal in all kinds and types of
      electronic data products such as microprocessor based digital computer machines,
      mini computers, general purpose and process control, computer and peripherals
      and data processing machines, tapes, cards, calculators and Software and other
      microprocessor based products, devices and articles and their accessories and to
      design plan lay down implement computers and data processing systems and/or
      operate data processing centers.

75.   To Engage in business activities relating to infrastructural facilities and services
      including the following :

      Transportation - engineering, construction, erection, building, operation,
      alteration, leasing and maintenance of roads, highways, by pass toll plaza, bridges,
      flyovers, tunnels, ports (inland water ways and inland ports) jetty, oil platform,
      single buoy mooring systems, waterways, ferry system, airports, airfields, cargo
      systems, railways, tramways, rapid movement transport system, mono rail system,
      transport magars, container depots.

      Urban infrastructure - engineering, construction, erection, building, operation,
      alteration, leasing and maintenance of water supply system, sewerage system,
      effluent treatment, solid waste management, cold storages, and warehousing.

      Technology park - engineering, construction, erection, building, operation,
      alteration, leasing and maintenance of Information Technology Parks and
      Industrial parks.

      Sports and leisure complex - engineering, construction, erection, building,
      operation, alteration, leasing and maintenance of amusement parks, water sports,
      golf courses, clubs, sports complexes.

      -   design, manufacture, construction, erection, building, alteration, leasing repair
          and installation of plants systems and mechanical and electrical and electronic
          machinery, equipments, apparatus and devices.

76.   To promote, undertake or direct in India or abroad, whether on own account or in
      association with others or through others or for and on behalf of others the
      management, construction, reconstruction, alteration, maintenance, pulling down,
      improving, running, decorating, renovating, designing, furnishing, developing of
      roads, buildings, houses, farm houses, flats, cinema, hotels, guest houses,
      factories, industrial sheds, office, hospitals, nursing homes, business centers,
      dams, canals, tanks, reservoirs, bridges, hydel projects, power houses, tunnels,
      culverts, channels, sewages, gardens, farms, warehouses, shops, stores, wharves,
      works and conveniences of all kinds, and the consolidation or sub-division of
                                              17
      properties and the selling, transferring, leasing or otherwise disposing of same as
      multistoried or other building and as group housing schemes or office complexes.

77.   To produce, buy, sell, or otherwise, deal, exhibiting and distributing in television
      programmes television films, cinematographic films, video films, video software
      and acquiring or selling rights therein.

78.   To purchase or otherwise acquire, construct and manage cinematograph theaters
      and other theaters for hiring out or exhibiting cinema films or for staging dramas,
      dances, musical and other entertainment and educational programs or other
      cultural programmes or other cultural programmes as may seem advantageous
      from time to time and to carry on the business of producers, script writers of
      plays, cinema and composers of Orchestra, tape recording and reproduction of the
      same and to deal in all instruments, books, magazines and other accessories for
      the purpose aforesaid and to promote theatrical and other arts and music of all
      types.

79.   To carry on the business of film manufacturers, film producers, proprietors
      managers of cinema houses, theaters, concert halls, picture place studio, dramatic
      or theatrical performances concerts or other entertainments or objects allied to or a
      similar kind as that of the company and to provide for the production, direction,
      exhibition, representation, display whether mechanical means or otherwise or
      plays open air or other theatrical performances, operas, burlesques ballets,
      pantomimes, yogi, spectacular pieces, mushaires, symposiums, and such other
      musical and drams and similar performances for amusement or entertainment both
      in public and private.

80.   To employee persons to write compose, adapt or arrange plays, cinematograph and
      moving pictures, plays, sketches, songs, music, dances and other theatrical
      musical or variety compositions and to enter into agreement with authors,
      composers, and lyric writers or such other persons for the dramatic or other rights
      of operas, stage plays, operettas, revues, burlesques, vande villas, ballets,
      pantomimes, spectacular pieces, musical compositions, cinematographic and
      moving pictures, plays, scenarios and other musical and dramatic performances
      and entertainment for the representation thereof in any part of the world.

81.   To buy or generate, accumulate, distribute and supply power and electricity for the
      purpose of light, gas or other motive power and for all other purposes for which
      electrical energy can be employed and for that purpose buy, sell or deal in all
      apparatuses, cables, wires, dynamos, motor converters, generators, boilers and all
      other electrical or other articles and things required for or capable of being used in
      connection with the generation, distribution, supply, accumulation and
      employment of electricity.
                                             18
82.    To carry out the business of general power supply company in all the branches and
       to construct, lay down, establish, fix and carry out all necessary power stations,
       cables, wires, lines, accumulators, lamps and works and to generate, accumulate,
       transmit, distribute and supply electricity and to light cities, towns, streets, docks,
       markets, theaters, buildings and places both public and private.

83.   To plan, design, make produce, develop, improve, market, distribute, sell, license,
       lease, install, alter, import, export or otherwise deal in or with all software
       hardware and programs of any and kinds and description.

84. To carry on the business of publicity agents, exhibitions, media advisers and
     products, promotion through all types of media such as television cinemas,
     newspapers, magazines books hoardings and brochures.

85. To carry on the business of advertising contractors and agents to acquire and
     dispose of advertising time, space or opportunities in any media, to undertake
     advertising and promotional activities of every nature, to acquire and provide
     promotional requisites of every kind description and to carry or any other business
     which may be usefully carried on in connection with such business.

86.   To carry on in India and elsewhere in any places in the world the business or trade
      of insurance agents for all classes of general insurances, any kind of insurance,
      reinsurance, advisory consultants services, brooking of domestic and international
      insurance and reinsurance business, risk management consultancy services, claims
      management services or any one or more such business in all or any of their
      respective branches.

IV.    The liability of the members is limited.

 V.    The Authorised Share Capital of the Company is Rs. 1,00,000/- (Rupees One
       Lacs) divided into 10,000 (Ten Thousand) Equity shares of Rs. 10/- (Rupees Ten)
       each.




                                             19
       We the several persons, whose names and addresses are subscribed, are desirous
       of being formed into a company in pursuance of the Memorandum of Association
       and we respectively agree to take the number of shares in the capital of the
       Company set opposite our respective names:
 Sl.   Names      and    Addresses No. of Equity Signature of Signature               of
 No    Occupation, Description of shares taken by Subscriber          witness       with
       subscribers                  each subscriber                   address,
                                                                      description    and
                                                                      occupation

 1.                                 6000 (Six               Sd/-
                                    Thousand) Equity
                                    Shares




                                                                       I witness the signatures of both subscribers who have signed in my presence
                                                                                                   (Company Secretary)
 2.                                 4000 (Four              Sd/-
                                    Thousand) Equity
                                    Shares




                                    10000 (Ten
                                    Thousand) Equity
                                    Shares

 .



Place: New Delhi                                            Date: 28th January, 2009
                   ARTICLES OF ASSOCIATION
                                         OF

                            PRIVATE LIMITED
                                  PRELIMINARY

1.   Unless the context otherwise requires, words or expression contained in these
     regulation shall bear the same meaning as in Companies Act, 1956, or any
     statutory modifications thereof in force at the date at which these regulations
     become binding on the Company.

2.   The provisions of the Companies Act, 1956 including Table “A” shall apply to the
     Company, so far as the same are not altered, modified, repeated or added
     hereunder and as per applicable to a Private Limited Company.

3.   The Company is a Private Company within the meaning of Section 2(35) and 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 persons, who having 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, is not to exceed fifty provided that where two or more persons hold
           one or more shares in the Company jointly, they shall for the purpose of
           this definition be treated as a single member.

     (b)   Any invitation to the public to subscribe for any shares in or debentures of
           the Company is hereby prohibited, and

     (c)   The rights to transfer of shares shall be restricted as hereinafter provided.

     (d)   Prohibits any invitation or acceptance of deposits from persons other than
           its members, Directors or their relatives.




                                              1
                                     SHARE CAPITAL

4. (a) The Authorised Share capital of the Company is such that stated in Clause V of
       the Memorandum of Association of the Company or altered thereat, from time to
       time. The Company has the power from time to time to increase or reduce, its
       capital. Any of the said shares or new shares hereafter to be created may, from
       time to time, be divided into share to several classes in such manner as may be
       provided hereinafter. The shares of each class may have or confer such
       preferential or other special rights and privileges may be issued under such
       restrictions and conditions whether in regard to dividend, voting, return of capital
       or otherwise as shall have been assigned thereto by or under provisions of the
       Articles of Association but so that the special rights and privileges belonging to
       holders of any share issued with preferred to other rights shall not be varied or
       abrogated or affected except with such sanction as is provided for hereafter.

     (b) The minimum Paid-Up Share Capital of the Company shall be 10,000 Equity
         Shares of Rs. 10/- each i.e. Rs. 1, 00,000/- on its incorporation.
     (c) Subject to the provisions of Section 80, any preference shares may, with the
         sanction of any ordinary resolution, be issued on the terms that they are, or at the
         option of the Company, or liable to be redeemed on such terms and in such
         manner as the Company before the issued of the shares may by ordinary resolution
         determine.
                                  TRANSFER OF SHARES

5.       The following provisions shall apply to the transfer of shares:-
         (a) A share may be transferred by a member or other person entitled to transfer to
             any member selected by the transferor or, with the consent of the Board of
             Directors ( which they shall not be under any obligation to give) to a relative
             of a member being by clause (e) hereof, no share shall be transferred to
             person who is not member so long as any member or any person selected by
             the Directors as one whom it is desirable in the interests of the Company to
             admit to membership is willing to purchase the same as hereinafter provided.
         (b) Except, where the transfer is made pursuant to clause (a), hereof, the person
             proposing to transfer any share (hereinafter called the Vendor) shall give
             notice in writing to the Board of his intention to transfer such shares and the
             said notice shall be accompanied by the share certificate relating to such
             shares.

              That notice shall constitute the Board as the agent of the Vendor for the sale
              of the said shares in one or more lots, at the discretion of the Board Vendor
              for the sale of the said shares in one or more lots, at the discretion of the
              Board, to the Members of the Company at a price to be agreed upon between
                                                  2
    the Vendor and the Board or in default of such agreement at a price which the
    auditor, of the Company for the time being shall certify to be, in his opinion,
    the fair selling value thereof, provided that for the purpose of this Article of
    fair selling value of such share or shares shall not be less than an amount
    calculated as follows:-

(i) The amount for the time being paid-up on share or shares to be sold, plus a
    share in the value as shown in the last Balance Sheet of the Company of any
    reserve fund or other fund, equal to the proportion which the amount for the
    time being paid up on the share or shares to be sold bears to the whole paid
    up capital of the Company plus.

(ii) A share in the amount of undistributed profits, if any, carried forward in the
     last Balance Sheet of the Company equal to the proportion which the amount
     for the time being paid up on the share or shares to be sold bears to the whole
     paid up capital of the Company less.

(iii) A share in the amount of losses, if any, carried forward in the last Balance
      Sheet of the Company equal to the proportion which the amount for the time
      being paid up in the share or shares to be sold bears to the whole paid up
      capital of the Company.

(c) Upon the price being agreed or determined as aforesaid, the Board shall
    forthwith give notice to all the members of the Company other than the
    Vendor, the number and price of the shares to be sold and shall invite each of
    them to state in writing within thirty days from the date of the said notice
    whether he or any nominee of his is willing to purchase and if so, willingness
    to purchase to maximum number of the said shares.

(d) At the expiration of the said thirty days, the Board shall allocate the said
    shares to or amongst the member or members who shall have expressed his
    or their nominee or nominees and (if more than one), so far as may be pro-
    rate according to the number shares already held by them respectively,
    provided that no member or his nominee shall be obliged t o take more than
    the said maximum number of shares so notified by him as aforesaid. Upon
    such allocation being made, the vendor shall be bound on payment of the said
    price to transfer the shares to the purchaser or purchaser and if he makes
    default in so doing, the Board may receive and give a good discharge for the
    purchase money on behalf of the Vendor and upon the execution of such
    transfer enter the name of the purchaser in the register of member as holder of
    the said shares purchased by him and Board, to execute a transfer of such
    shares behalf of the Vendor and after the purchaser’s name has been entered
    in the Register in purported exercise of the aforesaid power to validity of the
    proceedings shall not be questioned by any party.
                                        3
      (e) In the event of all or any of the said shares not being sold under the foregoing
          Articles, the Vendor may at any time within one calendar month after the
          expiration of the said period of thirty days, time being of the essence, transfer
          the shares not sold to any other person.

      (f)(i)Not withstanding anything to the contrary herein contained any share may be
           transferred to any person, whether or not a member of the Company, with the
           previous unanimous consent in writing of all members of the Company for
           the time being and such consent shall constitute a waiver of the rights and
           privileges of the members contained in the proceedings Article.

      (ii) Notwithstanding anything contained in these Articles, but subject to the right
           of appeal (if any) under the Act, the Board may in its absolute discretion
           refuse to register any transfer of shares.
                                          DIRECTORS
6.    Until otherwise determined at General Meeting by a Ordinary Resolution, the
      number of the Directors shall not be less than two and more than twelve,
      including nominee Directors.
7.    The First Directors of the Company shall be the following:
      1.
      2.
8.    Unless otherwise determined by the Company in General Meeting, the Directors
      shall not be required to hold any qualification shares.
9.    Two Directors or one-third of the total strength present, whichever is higher, shall
      be a quorum for a meeting of the Directors.
10.   No Director shall retire by rotation unless otherwise decided by the Company in
      General Meeting.

11.   Each Directors shall be entitled to receive out of the funds of the Company for his
      services in attending the meeting of the Board or Committee of the Board such
      other fees as may be fixed by the Board from time to time subject to the
      provisions of the Act or under any rules thereof from time to time

12.   The Board of Directors shall have powers from time to time appoint any other
      person to be Director, out so that the total number of Directors shall not any time
      exceed the maximum number fixed herein elsewhere.
13.   If any Director is called upon to render extra service or to make any special
      extension for the purpose of the Company, the Director shall be entitled to
      remuneration either by a fixed sum or by a percentage on profits or otherwise as

                                            4
      may be determined by the Board of Directors and such remuneration shall be
      addition to the remuneration provided earlier.

14.   No Director shall be disqualified by virtue of 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 is in any way interested by invalid nor such
      Director shall 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 for the
      fiduciary relationship thereby established, but it is declared that the nature of his
      interest must be disclosed by him at the meeting of the Directors at which the
      contract is determined or in any earlier meeting and if his interest did not then
      exist or in any other case, as the first meeting of the Direct ors held after the
      acquisition of his interested.

15.   A Director may vote and take part in the discussion in respect of any contract or
      any arrangement in which is interested.
16.   The Company may, by an ordinary resolution, of which special notice has been
      given in accordance with the provisions of Section 190 of the Act, remove any
      Director before the expiration of the period of his office not withstanding anything
      contained in these regulations or in any agreement between the Company and such
      Direct or Such removal shall be without prejudice to any contract of service
      between him and the Company.
17.   If the Director appointed by the Company vacates office as a Director before his
      term of office will expire, another person shall be appointed by the Board at the
      meeting of the Board, but any person so appointed shall retain his office so long
      only as the vacating Director would have retained the same if no vacancy had
      occurred.
18.   In the event of the Company borrowing any money from any financial
      corporation, institution, government, collaborator, bank or any other source, while
      any money remain due to them or any of them or any of them, the lender
      concerned may have and may exercise the right and power to appoint any person
      or persons to be Director or Directors of the Company and the Director so
      appointed shall not be liable to retire by rotation, subject however, to the limits
      prescribed by the Companies Act, 1956.
19.   A Director shall be entitled to resign from the office of Director from such date as
      may be specified by him while resigning.

20.   The Board may appoint any person to act as an Alternate Director for a Director
      during his absence for a period of not less than three months from the date on
      which meetings of the Board are ordinarily held and the Alternate Director so
                                         5
      appointed shall not hold office as such for a longer period than that permissible
      for the original Director in whose place he has been appointed and shall vacate
      office if and when the Original Director returns to the state.

                              BORROWING POWER

21.   Subject to compliance of Section 58-A, 292 and Reserve Bank of India directions
      from time to time, the Board of Directors may, from time to time raise or borrow
      any sums of money for and on behalf of the Company from the members or other
      persons, financial institutions, firms, companies or banks or they may themselves
      advance money to the Company on such terms and conditions as may be approved
      by the Board of Directors.

22.   The Board of Directors may borrow any sum by mortgaging or creating a charge
      on the Company’s properties, fixed assets, both movable and immovable, book-
      debts, stock-in-trade bills and other assets on such terms and conditions which
      they feel conducive and in the best interest of the Company.

23.   The Board of Directors raise and secure the repayment of such money in such
      manner and upon such terms and conditions as they think fit by making drawing,
      accepting or endorsing on behalf or the Company any promissory notes or bills of
      exchange or giving or issuing any other security of the Company both present and
      future, including its uncalled capital for the time being and they may on behalf of
      the Company guarantee the whole or any loans by means of a mortgage or charge
      on the Company, properties, movable or immovable, or otherwise.

24.   Any securities may be issued by the Board of Directors at a discount, premium or
      otherwise and with special privilege as to redemption, surrender, drawing or
      otherwise and may be named that the same and the original or any intermediate
      holders, subject to Section 117 of the Act .

           MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

25.   The Board of Directors may, from time to time, subject to the provisions of
      section 197A of the Companies Act, 1956 appoint one or more of the Directors to
      the office of the Managing Director or whole time Director for such period and
      on such remuneration and other terms, as they think fit and subject to the terms of
      any agreement entered into in any particular case, may revoke such appoint. His
      appointment will be automatically terminated in the ceases to be a Director.

                                           6
                    MANAGING DIRECTOR AND MANAGEMENT
26.   The remuneration of Managing Director and/or whole time Director shall be fixed
      by the Board and may be by way of fixed salary and perquisites in profits in one
      way and partly in another or otherwise, subject to the provision of Section 314 of
      the Companies Act, 1956 Besides this, the Managing Director and/or wholetime
      Director shall be reimbursed all the travelling, entertainment and other out of
      pocket expenses reasonably incurred by him/them in the course to promoting or

      carrying on the business of the Company or in any other manner approved by the
      Board of Director from time to time.
27.   The Board of Directors may, from time to time, subject to provision of Section
      292 of the Act, entrust to and confer upon the Managing Director such of the
      powers exercisable by the Board of Directors as they think fit and may confer
      powers on such terms and conditions and with such conditions and with such
      restrictions as they think expedient and such powers either collateral with or with
      or to the substitution of all they may confer, or any of the powers to attorney as
      may be deemed expedient and such power at please to revoke.
28.   The Managing Director may, subject to the approval of the Board and relevant
      provisions of the Act, delegate all or some of the powers to such other Directors,
      secretary or secretaries, agents, officers, or other persons as he may think fit and
      shall have power to grant to any such persons such power to attorney as may be
      deemed expedient and such power at please to revoke.
29.   If a vacancy is caused in the office of the Managing Director due to resignation,
      death or otherwise, the Board of Directors may appoint any other person to be
      Managing Director for the remaining period and make such arrangement on such
      terms and conditions and on such remuneration as may be deemed fit and proper.

                                        SEAL
30.   The Board of Directors shall provide for the safe custody of the common seal of
      the Company. The seal shall only be used by the authority of a resolution of the
      Board of Directors and every instrument to which the seal be affixed shall be
      signed by two Directors, one of whom shall be the Managing Director of the
      Company as the Board may appoint for the Purpose, who shall sign every
      instrument to which the seal be affixed. Provided nevertheless that any
      instrument bearing the seal of the Company and issued for valuable consideration
      shall be binding on the Company notwithstanding any irregularity touching upon
      the authority of the Director to issue the same.

                                     ACCOUNTS
31.   The Board of Directors shall cause true accounts to be kept of all sums of money
      received and expended by the Company and the manner in respect of which such
      receipts and expenditure take place and of the assets and liabilities of Company.
                                           7
32.   Subject to the provisions of the Act, the books of accounts, shall be kept at the
      registered office or at such place as may be decided by the Board of Directors
      from time to time and the Director shall time to time determine whether and
      to what extent and at what times and places and under what conditions or
      regulation and account books of the Company shall be opened to the inspection of
      the member ( not being Director) shall have any right of inspecting any books of
      account or documents of the Company except as conferred by any enactment or
      authorised by the Director or by a resolution of the Company in General Meeting

                                       AUDIT
33.   Once at least in every year the accounts of the Company shall be examined and
      the corrections of the Profit and Loss Account and the Balance Sheet be
      ascertained by one or more auditors.

34.   The appointment of the auditors shall be in accordance with the provisions of the
      Act.

35.   The remuneration of the first shall be fixed by the Board of Directors if the Board
      appoints the auditors and that of the subsequent auditors by the Company in the
      General Meeting.

                                    INDEMNITY
36.   Subject to the provisions of Section 201 of the Act, every Director, Auditor and
      other officer or servant of the Company shall be indemnified by the Company to
      pay all costs, expenses or losses which the Directors or any such officer or servant
      may incur or become liable to by them or him as such or in way in the discharge
      of their or his duties, including travelling expenses.
37.   Subject to the provisions of Section 201 of the Act, no Director or other officer of
      the Company shall be liable for the acts, for the sake of conformity or for any loss
      or expenses happening to the Company through out the insufficiency or deficiency
      of any security or investment in or upon which any of the moneys, securities or
      effects shall be deposited or for any loss occasioned by any error of judgement or
      over sight on his part or or any loss, damage or misfortune whatever which shall
      happen in execution of the duties of his office or relating there to unless the same
      happen through his negligence, default, misfeasance or dishonesty.
38.   Whenever any differences or disputes relating to the Article arise between the
      Company on one hand and any of the members, their executors, administration, or
      among the shareholders, vis-a-vis assigns on the other hand or the Directors or the
      Managing Director, the same shall be referred to arbitrator mutually agreed or
      arbitrators on to be nominated by each disputant and their decision shall be biding
      on the parties concerned. In case arbitrators are unable to decide amongst
      themselves on the points referred to them, they shall refer them to an empire
      appointed as provided under the Arbitration Act.
                                           8
                                   WINDING UP

39.   If the Company shall be wounded up, the surplus assets shall (subject to any rights
      attached to any rights attached to any special class of shares forming parts of the
      capital for the time being of the Company) be applied first in payment of the
      Capital paid up on the equity shares, and that the excess (if any) shall be
      distributed among the members holding equity shares in proportion to the number
      of equity shares held by them respectively at the commencement of the winding
      up.




                                           9
Sl.   Names, Addresses, Description Signature of Names, Addresses,
No    and Occupations of Subscribers Subscriber  Descriptions             &
                                                 Occupations of witnesses


01.                                   Sd/-




                                                      I witness the signatures of both subscribers who have signed in my presence


                                                                                                                                    (Company Secretary)
02.                                   Sd/-




                                                                                                                                        New Delhi




Place: New Delhi                                    Date: 28th January,2009



                                      10

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:32
posted:12/27/2011
language:English
pages:30