(THE COMPANIES ACT, 1956)

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF

TIRUPATI MEDICARE LIMITED

In these Regulations unless the context otherwise require :
(a) "The Company" or this company ' means : TIRUPATI MEDICARE LIMITED
(b) "the Act" means the "companies Act, 1956" and every statutory modification or re-
enactment thereof and references to Sections of the Act shall be deemed to mean and
include references to sections enacted in modification or replacement thereof.
(c) "these Regulations" means these Articles of Association as originally framed or as altered,
from time to time.
(d) "the Office" means the Registered Office for the time being of the Company. (e)
"the Seal" means the common" seal of the Company.
(f) Words imparting the singular shall include the plural and vice versa, words imparting the
masculine gender shall include the feminine gender and words imparting persons shall
include bodies corporate and all other persons recognized by law as such.
(g) "month" and "year" means a calendar month and calendar year respectively.
(h) Expression referring to writing shall be construed as including references to printing,
lithography, photography and other modes of representing or reproducing words in visible
form.
(i) Unless the context otherwise requires, the words or expressions contained in these
regulations shall bear the same meaning as in the Act or any statutory modifications
thereof, in force at the date at which these regulations become binding on the Company.
2. The Regulations contained in Table A in Schedule 1 to the Companies Act, 1956 shall not
apply to the Company and the Regulations herein contained shall be the regulations for the
management of the Company and for the observance of its members and their representatives. They
shall be binding on the company and its members as if they are the terms of an agreement between
them.
SHARE CAPITAL
3. a) The Authorized Share Capital of the company shall be such amounts and be divided into
such shares as may, from time to time, be provided in Clause V of the Memorandum of
Association with power to increase or reduce the capital in accordance with the Company's
regulations and legislative provisions for the time being in force on that behalf with the powers
to divide the share capital, whether original or increased or decreased into several classes
and attach there to respectively such ordinary, preferential or special rights and conditions in
such manner as may for the time being be provided by the Regulations of the Company and
allowed by law.
b) The minimum paid up Capital of the Company will be Rs. 5,00,000/- (Rs. Five Lac).
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4. Subject to the provisions of these Articles and of the Act, the shares shall be under the
control of the Board of Directors, who may allot or otherwise dispose of the same to such
persons, on such terms and conditions and at such time as they think fit and with full
power to give any person the option to call of or be allotted shares of the Company of
any class, either at a premium or at par or at a discount and for such time and for such
consideration as the Board of Directors think fit (subject to the provisions of Section 78
and 79 of the Act), provided that option or right to call of shares shall not be given to any
person except with the sanction of the Company in General Meeting. The Board shall
cause to be made the returns as the allotment provided for in Section 75 of the Act.

5. Any application signed by or on behalf of an applicant for shares in the Company, followed
by an allotment of any shares therein, shall be an acceptance of shares within the meaning
of these Articles; and every person who thus or otherwise accepts any shares and whose
name is on the register shall, for the purposes of the Articles, be a member.

6. (1) If at any 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 Sections 106 and 107 of the Act and
whether or not the Company is being wound up the varied with the consent in writing
of the holders of three fourths of the issued shares of that class or with a sanction of
a resolution passed at a separate meeting of the holders of the shares of that class.

(2) Subject to the provisions of Section 170 (2) (a) and (b) of the Act, to every such
separate meeting, the provisions of these regulations relating to meetings shall
mutatis mutandis apply, but so that the necessary quorum shall be five persons at
least holding or representing by proxy or one-third of the issued shares of the class
in question.

7. The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall not unless otherwise provided by the terms of issue of the shares of
that class be deemed to be varied by the creation or issue of further shares ranking pan
passu therewith.

8. (1) The company may exercise the powers of paying commissions conferred by Section
76 of the Act, provided that the rate per cent or the amount of the commission paid
or agreed to be paid shall be disclosed in the manner required by the Section.

(2) The rate of commission shall not exceed the rate of 5% (five percent) of the price at
which the shares in respect whereof the same is paid are issued or an amount
equal to 5% (five percent) of such price, as the case may be and in the cast of
debentures 2112% (two and a half per cent) of the price at which the debentures in
respect whereof the same is paid are issued or an amount equal to 21/2% (two and a
half per cent) of such price, as the case may be.

(3) The commission may be satisfied by payment in cash or by allotment of fully or

partly paid shares or partly in one way and partly in the other.
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(4) The Company may also, on any issue of shares, pay such brokerage as may be
lawful.

9. Subject to section 187-C of the Act, no person shall be recognized by the Company as
holding any share upon any trust and the Company shall not be bound by or be compelled
in any way to recognise (even when having notice thereof) any equitable, contingent
future or a partial interest in any share or any interest in any fractional part of a share or
any other rights in respect of any share except an absolute right to the entirety thereof in
the registered holder.

10. (1) Every person whose name is entered as a member in the register of members shall
be entitled to receive within two months after allotment (or within such other period
as the conditions of issue shall provide) or within one month after the application
for the registration of transfer is received by the Company.
(a) one certificate for all his shares without payment, or
(b) several certificates, each for one or more of his shares, provided that any
subdivision, consolidation or splitting of certificates required in marketable
lots shall be done by the Company free of any charges.

(2) Every certificate shall be under the seal and shall specify the shares to which it
relates and the amount paid up thereon.

(3) In respect of any shares 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.

11. The Company agrees, that it will not charge any fees exceeding those which may be
agreed upon with the Stock Exchange.

(i) for issue of new certificates in replacement of those that are torn, out defaced lost
or destroyed :-
(ii) for sub-division and consolidation of shares and debenture certificates and for
subdivision of Letters of Allotment and Split, Consolidation, Renewal and Pucca
Transfer Receipts into denominations other than those fixed for the market units of
trading".

12. The Company may issue such fractional certificates as the Board may approve in respect
of any of the shares of the Company on such terms as the Board thinks fit as to the
period within which the fractional certificates are to be converted into share
certificates.

13. If any shares stands in the names of two or more persons, the person first named in the
register of members shall as regards receipt of dividends, the service of notices and
subject to the provisions of these Articles, all or any other matter connected with the
Company except the issue of share certificates, voting at meeting and the transfer of the
share, be deemed the sole holder thereof.
LIEN

14. (1) The Company shall have a first and paramount lien upon every share (not being a
fully paid up share), for all money (whether presently payable or not) called or payable
at a fixed time in respect of that share. Unless otherwise agreed the registration of a
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transfer of a share shall operate as a waiver of the Company's lien if any, on such
shares. The Directors may at any time declare any shares to be wholly or in part to be
exempt from the provisions of this article.

(2) The Company's lien, if any, or a share shall extend to all dividend payable thereon
subject to section 205A of the Act.

15. The Company may sell, in such manner as the Board think fit, any share on which the
Company has a lien provided that no sale shall be made :-

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of thirty days after a notice in writing demanding payment of
such part of the amount in respect of which the lien exists as is presently payable,
have been given to the registered holder for the time being of the share or the
person entitled thereto by reason of his death or insolvency and stating that amount
so demanded if not paid within the period specified at the Registered Office of the
Company the said shares shall be sold.

16. (1) To give effect to any such sale, the Board may authorise some person to transfer
the shares sold to the purchaser thereof.

(2) The purchaser shall be registered as the shareholder of the shares comprised in
any such transfer.

(3) The purchaser shall not be bound to see to the application of the purchase money
not shall his title to the share be affected by any irregularity or invalidity in the
proceedings in references to the sale.

17. (1) The proceeds of the sale shall be received by the company and applied in payment
of the whole or part of the amount in respect of which the lien exist as is presently
payable.

(2) The residue, if any, shall, subject to a like lien for sums not presently payable as
existed upon the shares as the date of sale, be paid to the person entitled to the
shares at the date of the sale.

CALLS ON SHARES

18. (1) The Board of Directors may, from time to time, make calls upon the members in
respect of money unpaid on their shares (whether on account of the nominal value of
the shares or by way of premium) and not by the condition of allotment thereof made
payable at fixed times.

(2) Each member shall, subject to receiving at least thirty days notice specifying the
time or times and place of payment of the call money pay to the Company at the
time or times and place so specified, the amount called on his shares.

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

19. A call shall be deemed to have been made at the time when the resolution of the Board
authorizing the call was passed. Call money may be required to be paid by installments.

20. The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
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21. (1) If a sum called in respect of a share is not paid before 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 time of actual payment at eighteen
percent or at such lower rate, if any as the Board may determine.

(2) The Board shall be at liberty to waive payment of any such interest wholly or in part.

22. (1 ) Any sum which by the terms of issue of a share become payable on allotment or at
any fixed date, whether on account of the nominal value of the shares or by way of
premium, shall for purposes of these regulations, be deemed to be a call duty made
and payable on the date on which by the terms of issue such sum becomes payable.

(2) In case of non-payment of such sum, all the relevant provisions of these regulations
as to payment of interest and expenses, forfeiture or otherwise shall apply as if
such sum had become payable by virtue of a call duly made and notified.

23. Subject to the provisions of Section 92 and 292 of the Act, the Board :-

(a) May, if it thinks fit, receive from any member willing to advance all or any part of the
money uncalled and unpaid upon any shares held by him; and

(b) If it thinks fit, may pay interest upon all or any of the moneys advanced on uncalled
and unpaid shares (until the same would but for such advance become presently
payable) at such rate not exceeding, unless the Company in general meeting shall
otherwise direct, 9% (nine percent) per annum as may be agreed upon between
the Board and the member paying the sums or advances, Money so paid in advance
shall not confera right to dividend or to participate in profits.

24. On the trial or hearing on any suit or proceedings brought by the Company against any
member or his representative to recover any debt or money claimed to be due to the
Company in respect of his share, it shall be sufficient to prove that the name of the
defendant is or was, when the claim arose, on the Register of members of the company
as a holder or one of the holders of the number of shares in respect of which such claim is
made and that the amount claimed is not entered as paid in the books of the Company and it
shall not be necessary to prove the appointment of the Directors who resolved to make any
call, nor that a quorum of Directors was present at Board Meeting at which any call was
resolved to be made, nor that the meeting at which any call was resolved to be made was
duly convened or constituted nor any other matter, but the proof of the matters aforesaid
shall be conclusive evidence of the debt.

25. Neither the receipt by the Company of a portion of any money which shall, from time to
time, be due from any member to the Company in respect of his shares, either by way of
principal or interest, nor any indulgence granted by the Company in respect of the payment of
any such money, shall, preclude the Company from thereafter proceeding to enforce a
forfeiture of such shares as hereinafter provided.
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TRANSFER AND TRANSMISSION OF SHARES

26. The Company shall keep a "Register of Transfers" and therein shall fairly and distinctly
enter particulars of every transfer of transmission of any share.

27. (1) the instrument of transfer of any share in the Company shall be executed by or on
behalf of both the transferor and the transferee.

(2) The transferor shall be deemed to remain a holder of the share until the name of
the transferee is entered in the register of members in respect thereof.

28. The instrument of transfer shall be in writing and all the provisions of Section 108 of the
Companies Act 1956 and of modification thereof for the time being shall be complied
with in respect of all transfers of shares and registration thereof.

29. Unless the Directors decide otherwise, when an instrument of transfer is tendered by
the transferee, before registering any such transfer, the Directors shall give notice by
letter sent by registered acknowledgement due post to the registered holder that such
transfer has been lodged and that unless objection is taken the transfer will be registered.
If such registered holder fails to lodge and objection in writing at the office within ten
days from the posting of such notice to him, he shall be deemed to have admitted the
validity of the said transfer. Where no notice is received by the registered holder, the
Directors shall be deemed to have decided not to give notice and in any event to the
non-receipt by the registered holder of any notice shall not entitle him to make any claim
of any kind against the Company or the Directors in respect of such non-receipt.

TRANSFER OF SHARES

30. The Board of Directors may, subject to the right of appeal conferred by Section 111 of
the Companies Act. 1956 decline to register :-

(a) the transfer of a share not being a fully paid up share, to a person of whom they do
not approve; or

(b) any transfer of the share on which the Company has a lien, provided that the
registration transfer shall not be refused on the ground of transferor being either
alone or jointly with any person or persons indebted to the Company on any account
except a lien.

31. The Board may also decline to recognise any instrument of transfer unless :-

(a) the instrument of transfer is accompanied by the certificate of the shares to which
it relates, and such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer; and

(b) the instrument is in respect of only one class of shares.

32. All instruments of transfer which shall be registered shall be retained by the Company,
but may be destroyed upon the expiration of such period as the Board may from time to
time determine. Any instrument of transfer which the Board declines to register shall
(except in any case of fraud) be returned to the person depositing the same.
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33. (a) the registration transfers may be suspended at such times and for such period as
The Board may, from time to time, determine
Provided that such registration shall not be suspended for more than forty-five days
in the aggregate in any year or for more than thirty days at any one time.

(b) There shall be no charge for:

(a) Registration of shares or debentures.
(b) sub-division and/or consolidation of shares and debentures certificates and
sub-division of Letters of Allotment and split consolidation, renewal and pucca
transfer receipts into denominations corresponding to the market unit or
trading;

(c) Sub-division of renouncible Letters of Right;

(d) Issue of new certificates in replacement of those which are decrepit or worn out or
where the cages on the reverse for recording transfers have been fully utilized;
(e) Registration of any Powers of Attorney, Letter of Administration and similar other
documents.

TRANSMISSION OF SHARES

34. (1) On the death of a member, the survivor or survivors where the member was a joint
holder and his legal representative where he was a sole holder shall be the only
person recognized by the Company as having any title to his interest in the shares.

(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any
liability in respect of any share which had been jointly held by him with other persons.

35. (1) Any person becoming entitled to a share in consequence of the death or insolvency
of a member may, upon such evidence being produced as may from time to time
properly be required by the Board and subject as hereinafter provided elect, either:-

(a) to be registered himself as holder of the share; or

(b) to make such transfer of the shares as the deceased or insolvent member
could have made.

(2) The Board shall, in either case, have the same right to decline or suspend registration
as it would have had, if the deceased or insolvent member had himself transferred the
share before his death or insolvency.

36. (1) If the person so becoming entitled, shall elect to be registered as holder of the
share himself, he shall deliver or send to the Company a notice in writing signed by
him stating that he so elects.

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

(3) All the limitations, restrictions and provisions of these regulations relating to the
right to transfer and the registration of transfers of shares 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 of transfer were a transfer signed by that member.
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37. On the transfer of the share being registered in his name a person becoming entitled to
a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he was the registered
holder of the share and that he shall not, before 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.

Provided that the Board may, at any time, give notice requiring any such person to elect
either to be registered himself or to transfer the share and if the notice is not complied
with within 90 (ninety) days, the Board may thereafter with hold payment of all dividends,
bonus or other moneys payable in respect of the share, until the requirements of the
notice have been complied with.

38. Where the Company has knowledge through any of its principal officers within the meaning
of Section 2 of the Estate Duty Act, 1953 of the death of any member of or debenture
holder in the company, it shall furnish to the controller within the meaning of such section,
the prescribed particulars in accordance with that Act and the rules made there under
and it shall not be lawfully for the Company to register the transfer of any shares or
debentures standing in the name of the deceased, unless the transferor has acquired
such shares for valuable consideration or a certificate from the Controller is produced
before the Company to the effect that the Estate Duty in respect of such shares and
debentures has been paid or will be paid or that none is due, as the case may be.

39. The Company shall incur liability whatever in consequence of its registering or giving
effect, to any transfer of share made or purporting to be made by any apparent legal
owner thereof (as shown or appearing in the register of members) to the prejudice of
persons having or claiming any equitable right, title of interest to or in the said shares
notwithstanding that the Company may have had notice of such equitable right, title or
interest or notice prohibiting registration of such transfer and may have entered such
notice or referred thereto, in any book of the Company and the Company shall not be
bound or required to regard or attend or give effect to any notice which may be given to
it of any equitable right, title or interest or be under any liability for refusing or neglecting
so to do, though it may have been entered or referred to in some book of the Company
but the Company though not bound so to do, shall be at liberty to regard and attend to
any such notice and give effect thereto if the Board shall so think fit.

FORFEITURE OF SHARES

40. If a member fails to pay any call or installment of a call, on the day appointed for payment
thereof, the Board may, at any time thereafter during such time as any part of the call or
installment remains unpaid serve a notice on him requiring payment of so much of the
call or installment as is unpaid together with any interest which may have accrued and all
expenses that may have been incurred by the Company by reason of such non-payment
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41. The notice aforesaid shall:

(a) name a further day (not earlier than the expiry of 30 (thirty) day from the date of
Service of notice) on or before which the payment required by the notice is to be
made; and

(b) state that, in the event of non-payment on or before the days so named, the shares
in respect of which the call was made, will be liable to be forfeited.

42. If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may, at any time, thereafter, before the
payment required by the notice has been made, be forfeited by a resolution of the Board
to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited
shares and not actually paid before the date of forfeiture, which shall be the date on
which the resolution of the Board is passed forfeiting the shares.

43. (1 ) A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Board thinks fit.

(2) At any time before a sale or disposal, as aforesaid, the Board may annual the
forfeiture on such terms as it thinks fit.

44. (1) 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 moneys which, at date of forfeiture, were presently payable by
him to the Company in respect of the shares together with interest thereon from the
time of forfeiture until payment at the rate of 9 % (nine percent) per annum.

(2) The Liability of such person shall cease if and when the Company shall have received
payments in full of all such money in respect of the shares.

45. (1) A duly verified declaration in writing that the declaring is a director or the secretary
of the Company and that a share in the company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the share.

(2) The Company may receive the consideration, if any, given for the share on any
sale or disposal thereof and may execute a transfer of the share in favour of the
person to whom the share is sold or disposed off.

(3) The transferee shall thereupon be registered as the holder of the share.

(4) The transferee shall not bound to see to the application of the purchase money, if
any, nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale of disposal of the share.
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46. The provisions of these regulations as to forfeiture shall apply, in the case of non-payment
of any sum which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the nominal value of the share or by way of premium, as if the
same had been payable by virtue of a call duly made and notified.

47. The forfeiture of a share shall involve the extinction of all interest in and also of all claims
and demands against the Company in respect of the share, and all other rights incidental
thereto except only such of those right as by these Articles are expressly saved.

48. Upon any sale, after forfeiture or for enforcing a lien in purported exercise of powers
hereinbefore given, the Board may appoint some person to execute an instrument of
transfer of the shares sold and cause the purchaser's name to be entered in the Register
in respect of the shares sold and the purchaser shall not be bound to see to the regularity
of the proceedings or to be application of the purchase money and after his name has
been entered in the Register in respect of such shares, the validity, of the sale shall not
be impeached by any person and the remedy of any person aggrieved by the sale shall be
in damages only and against the Company exclusively.

49. Upon any sale, re-allotment or other disposal under the provisions of these Articles
relating to lien or to forfeiture, the certificate or certificates originally issued in respect of
the relative shares shall (unless the same shall on demand by the Company have been
previously surrendered to it by the defaulting member) stand cancelled and become null
and void and of no effect. When any shares, under the powers in that behalf herein
contained are sold by the Board and the certificate in respect thereof has not been
delivered up to the Company by the former holder of such shares, the Board may, issue a
new certificate for such shares distinguishing it in such manner as it may think fit, from the
certificate not so delivered.

50. The Directors may subject to the provisions of the Act, accept from any member on such
terms and conditions as shall be agreed, a surrender of his shares or stock or any part
thereof.

CONVERSION OF SHARES INTO STOCK

51. The Company may, by an ordinary resolution :-

(a) convert any paid-up shares into stock; and

(b) reconvert any stock into paid-up shares of any denomination authorized by these
Regulations.

52. The holders of stock may transfer the same or any part thereof in the same manner as,
and subject to the same regulations under which, the shares from which the stock arose
might before the conversion have been transferred or as near thereto as circumstances
admit :

Provided the Board may, from time to time, fix the minimum amount of Stock transferable, so
however , that such minimum shall not exceed the nominal amount of the shares from
which the stock arose.
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53. The holders of stock shall, according to the amount of stock held by them, have the
same rights, privileges and advantages as regard dividends voting and meeting of the
Company, and other matters, as if they held the shares from which the stock arose; but
no such privilege or advantage (except participation in the dividends and profits of the
Company and in the assets on winding up) shall be conferred by an amount of stock
which would not, if existing in shares, have conferred that privilege or advantage.

54. Such of the regulations of the Company (other than those relating to share warrants),
as are applicable to paid-up shares shall apply to stock and the words "share" and
"shareholders" in those regulations shall include "stock" and "stockholder"
respectively.

SHARE WARRANTS

55. The Company may issue share warrant, subject to and in accordance with, the provisions
of Section 1 14 and 115 of he Act and accordingly the Board may in its discretion
with
respect of any share which is fully paid up, on application is writing signed by the person
registered as holder of the share and authenticated by such evidence (if any) as the
Board may, from time to time, require as to the identity of the person signing the
application and on receiving the certificate (if any ) of the share; and the amount of the
stamp duty on the warrant and such fee as the Board may, from time to time, require,
issue a share warrant.

56. (1) The bearer of a share warrant may at any time deposit the warrant at the office of
the Company and so long as the warrant remains so deposited, the depositer shall
have the same right of signing a requisition for calling a meeting of the Company and
of attending and voting and exercising, the other privileges of a member at any meeting
held after the expiry of two clear days from the time of deposit, as if his name were
inserted in the register of members as the holder of the shares included in the
deposited warrant.

(2) No more than one person shall be recognised as depositor of the share warrant.

(3) The company shall, on two days written notice, return the deposited share warrant
to the depositor.

57. (1) Subject as herein otherwise expressly provided, no person shall, as bearer of a
share warrant, sign a requisition for calling meeting of the Company or attend or vote
or exercise any other privilege of a member at a meeting of the company or be entitled
to receive any notice from the Company.

(2) The bearer of a share warrant shall be entitled in all other respects to the same
privileges and advantages as if he was named in the register of member as the
holder of the shares including in the warrant and he shall be deemed to be a member of
the Company in respect thereof.

58. The Board may, from time to time, make rules as to the terms on which (if it shall think
fit) a new share warrant or coupon may be issued by way of renewal in case of
defacement, loss or destruction of the original.
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ALTERATION OF CAPITAL

59. The Company may, from time to time, by ordinary resolution increase its share capital
by such sum, to be divided into shares of such amount, as the resolution shall specify.

60. The Company may, by ordinary resolution in general meeting :

(a) consolidate and divide all or any of its capital into shares of larger amounts than its
existing shares :

(b) sub-divide its shares or any of them, into shares of similar amounts than is fixed by
the Memorandum of Association, so however, that in the sub-division the proportion
between the amount paid and the amount, if any, unpaid on each reduced share
shall be the same as it was in the case of the share from which the reduced share is
derived

(c) cancel any share which, at the date of the passing of the resolution in that behalf,
have not been taken or agreed to be taken by any person and diminish the amount
of its share capital by the amount of the shares so cancelled.

61. The Company may, from time to time. by special resolution and on compliance with the
provisions of Section 100 to 105 of the Act, reduce its share capital and any capital
reserve fund or share premium account.

62. The Company shall have power to establish Branch Offices, subject to the provisions of
Section 8 of the Act or any statutory modifications thereof.

63. The Company shall have power to pay interest out of its capital on so much of shares
which were issued for the purpose of raising money to defray the expenses of the
construction of any work or building or the provisions of any plant for the Company in
accordance with the provisions of Sections 208 of the Act.

64. The Company, if authorised by a special resolution passed at a General Meeting may
amalgamate or cause itself to be amalgamated with any other person, firm or body
corporate, subject however, to the provisions of Section 391 to 394 of the Act.

GENERAL MEETING

65. All General Meetings other than the Annual General Meetings of the Company shall be
called Extra-ordinary General Meetings.

66. (1) The Board may, whenever it thinks fit call an Extraordinary General Meeting.

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

CONDUCT OF GENERAL MEETINGS

67. No general meeting, annual or extraordinary, shall b c competent to enter upon, discuss
or transact any business which has not been stated in the notice by which it was convened or
called.
 13

68. (1) No business shall be transacted at any general meeting, unless a quorum or
members is present at the time when the meeting proceeds to business.

(2) Save as otherwise provided in Section 174 of the Act, a minimum of five members
present in person shall be the quorum. A body corporate, being member, shall be
deemed to be personally present if it is represented in accordance with Section 187
of the Act.

CONDUCT OF MEETINGS

69. The Chairman, if any of the Board shall preside as Chairman at every general meeting
of the company.

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

71. If at any meeting no Director is willing to act as Chairman or if no Director is present

within 15 (fifteen) minutes of the time appointed for holding the meeting, the members
present shall choose one of their members to be the Chairman of the meeting.

72. No business shall be discussed at any general meeting except the election of a Chairman,
whilst the chair is vacant.

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

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

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

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

74. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman
of the meeting at which the show of hands takes places or at which the poll is demanded shall
be entitled to a second or casting vote.

75. Any business other than that upon which a poll has been demanded, may be proceeded
with, pending the taking of the poll.

VOTES OF MEMBERS

76. Subject to any rights or restrictions for the time being attached to any class or classes of
shares:
(a) On a show of hands, every member present in person shall have one vote; and
(b) On a poll, the voting rights of members shall be as laid down in Section 87 of the
Act.
 14

77. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this
purpose, seniority shall be determined by the order in which the names of joint holders stand
in the Register of members.
78. A member of unsound mind or in respect of whom an order has been made by any Court
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by his committee
or other legal guardian, and any such committee or guardian may on a poll, vote by proxy,
provided that such evidence as the Board may require of the authority of the person claiming
to vote shall have been deposited at the office not less than 24 hours before the time of
holding the meeting or adjourned meeting at which such person claims to vote on poll.
79. No member shall be entitled to vote at any general meeting unless all calls, and other sums
presently payable by him in respect of shares in the Company or in respect of shares on
which the Company has exercised any right of lien, have been paid.
80. (1) 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.
(2) Any such objection made in due time shall be referred to the Chairman of the meeting,
whose decision thereon shall be final and conclusive.
81. The instrument appointing a proxy and the power of attorney or other authority, if any under
which it is signed or a notarially certified copy of that power or authority shall be deposited at the
registered office of the Company, not less than 48 hours before the time for holding the
adjourned meeting at which the person 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 valid.
82. An instrument appointing a proxy shall be in either of the forms in Schedule IX to the Act or in
a form as near thereto as circumstances admit.
83. A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or the revocation of the proxy or
of the authority under which the proxy was executed or the transfer or the shares in respect of
which the proxy is given, if no intimation in writing of such death, insanity revocation or transfer
shall have been received by the Company at its office before commencement of the meeting
or adjourned meeting at which the proxy is used.
BOARD OF DIRECTORS
84. The number of Directors of the Company shall not be less than three and not more than
Twelve.
85. The following shall be the first directors of the Company:-

1. Arun Goyal
2. Gyan Chand Goyal
3. Narindra Pal Singh
 15

86. At every Annual General Meeting of the Company one-third of such of the Directors for
the time being as are liable to retire by rotation in accordance with the provisions of
Section 255 of the Act or if their number is not three or a multiple of three, then the
number nearest to one third shall retire from office in accordance with the provisions of
Sections 256 of the Act.

87. (1) Subject to the provisions of the Companies Act, 1956 and Rules made thereunder
each Director shall be paid sitting fees for each meeting of the Board or a committee
thereof, attended by him a sum not exceeding Rs. 2000/- (Rupees Two Thousand Only).

(2) Subject to the provisions of Section 309, 310 and 314 of the Act, the Directors shall
be paid such further remuneration, whether in the form of monthly payment or by a
percentage of profit or otherwise, as the Company in General Meeting may, from
time to time, determine and such further remuneration shall be divided among the
Directors in such proportion and in such manner as the Board may, from time to
time, determine and in default of such determination, shall be divided among the
directors equally of is so determined paid on a monthly basis.

(3) The remuneration of the Directors shall, in so far as it consists of a monthly payment,
be deemed to accure from day to day.

(4) Subject to the provisions of Sections 198, 309, 310 and 314 of the Act, if any
Director be called upon to perform any extra services or make special exertions or
efforts (which expression shall include work done by a Director as a member of
any committee formed by the Directors) the Board may pay such Director special
remuneration for such extra services or special exertions or efforts either by way of
a fixed sum or by percentage of profit otherwise and may allow such Director at the
cost and expense of the Company such facilities or amenities (such as rent free
house, medical aid and free conveyance) as the Board may determine from time to
time.

(5) In addition to the remuneration payable to them in pursuance of the Act, the Directors
may be paid in accordance with company's rules to be made by the Board all
travelling, hotel and other expenses properly incurred by them :-
(a) In attending and returning from meetings or adjourned meeting of the Board
of Directors or any committee thereof ; or
(b) in connection with the business of the Company.
88. The Directors shall not be required to hold any qualification shares in the Company.

89. The Board of Directors shall have power to appoint additional Directors in accordance
with the provisions of Section 260 of the Act.

90. If it is provided by any trust deed securing or otherwise in connection with any issue of
debentures of the Company that any person or persons shall have power to nominate a
Director of the Company then in the case of any and every such issue of debentures,
the persons having such power may exercise such power, from time to time and appoint a
Director accordingly. Any Director so appointed is herein referred to as a Debenture
Director. A Debenture Director may be removed from office at time by the person or
persons in whom for the time being is vested the power under which he was appointed and
another Director may be appointed in his place. A debenture Director shall not be liable to
retire by rotation.
 16

91. In the course of its business and for its benefit the Company shall, subject to the provisions
of the Act, be entitled to agree with any person, firm, corporation, government, financing
institution or other authority that he or it shall have the right to appoint his or its nominee
on the Board of Directors of the Company upon such terms and conditions as the Directors
may deem fit. Such nominees and their successors in office appointed under this Article
shall be called Nominee Directors. Nominee Directors shall be entitled to hold office
until requested to retire by the government, authority, person, firm, institution or
corporation who may have appointed them and will not be bound to retire by rotation. As and
whenever a Nominee Director vacates office whether upon request as aforesaid or by
death, resignation or otherwise the government, authority, person, firm, institution or
corporation who appointed such Nominee Director may if the agreement so provide,
appoint another Director in his place.

92. Subject to the provisions of Section 313 of the Act, the Board of Directors shall have
power to appoint an alternate Director to act for a Director during his absence for a
period of not less than three months from the State in which meetings of the Board are
ordinarily held.

92. (A) The Directors shall have power, at any time and from time to time, to appoint any
qualified person to be a director to fill a casual vacancy. Such casual vacancy shall be
filled by the Board of Directors at a meeting of the Board. Any person so appointed shall
held office only upto the date upto which the director in whose place he is
appointed would have held office if it had not been vacated as aforesaid but he
shall then be eligible for re-election.

93. A Director may be or become a director of any company promoted by he company or in

which it may be interested as a vendor, shareholder or otherwise and no such Director
shall be accountable for any benefits received as director or shareholder of such
company. Such Director, before receiving or enjoying such benefits in case in which the
provisions of Section 314 of the Act are attracted will ensure that the same have been
complied with.

94. Every nomination, appointment or removal of a Special Director shall be in writing and
accordance with the rules and regulations of the government, corporation or any other
institution. A Special Director shall be entitled to the same rights and privileges and be
subject to same obligations as any other Director or the Company.

95. The office of a Director shall become vacant :-

(i) on the happening of any of the events provided for in Section 283 of the Act;
(ii) on the contravention of the provisions of Section 314 of the Act, or any statutory
modifications thereof;
(iii) if a person is a Director of more than twenty Companies at a time;
(iv) in the case of alternate Director on return of the original Director to the State, in
terms of Section 313 of the Act; or
(v) on resignation of his office by notice in writing and is accepted by the Board.
 17

96. Every Director present at any meeting of the Board or a committee thereof shall sign his
name in a book to be kept for that purpose, to show his attendance thereat.

POWERS OF BOARD OF DIRECTORS

97. The Board of directors may pay all expenses incurred in the formation, promotion and
registration of the Company.

98. The Company may exercise the powers conferred by Section 50 of the Act, with regard
to having an official seal for use abroad and such powers shall be vested in the Board.

99. The Company may exercise the powers conferred on it by Section 157 and 158 of the
Act with regard to the keeping of a foreign register; and the Board may (subject to the
provisions of those Sections) make and vary such regulations as it may think fit with
respect to the keeping of any such register.

100. The Directors may enter into contracts or arrangements on behalf of the Company subject
to the necesary disclosures required by the Act being made wherever any Director is in
any way, whether directly or indirectly concerned or interested in the contract or
arrangements.

BORROWING POWER

101. Subject to the provisions of Sections 58A, 292 and 293 of the Act, and the Regulations
thereunder and Directions issued by the RBI the Directors may exercise all the powers
of the company to borrow money and to mortgage or charge its undertaking, property
(both present and future) and uncalled capital, or any part hereof and to issue debentures,
debenture stock and other securities whether outright or as security for any debt, liability
or obligation of the Company or of any third party.

102. The payment or repayment of moneys borrowed as aforesaid may be secured in such
manner and upon such terms and conditions in all respects as the Board may think fit
and in particular by a resolution passed at a meeting of the Board (and not by circulation)
by the issue of debenture or debenture stock of the Company, charged upon all or any
of the property of the Company (both present and future), including its uncalled capital
for the time being.

103. Any debentures, debenture stock or other securities may be issued at a discount,
premium or otherwise, may be made assignable free from any equities between the
Company and person to whom the same may be issued and may be issued on the
condition that they shall be convertible into shares of any authorised denomination, and
with privileges and conditions as to redemption, surrender, drawings, allotment of shares,
attending (but not voting) at general meetings, appointment of directors and otherwise
provided that debentures with the right to allotment of or conversion into shares shall
not be issued except with the sanction of the Company in General meeting.

104. All cheques, promissory notes, drafts, hundies, bills of exchange and other negotiable
instruments and all receipts for moneys paid to the Company, shall be signed, drawn,
accepted, endorsed or otherwise executed, as the case may be, by such person and in
such manner as the Board may, form time to time, by resolution determine.
 18

PROCEEDINGS OF THE BOARD

105. Subject to Section 287 of the Act, the quorum for a meeting of the Board of Directors
shall be one third of its total strength (any fraction contained in that one third being
rounded off as one) or two Directors, whichever is higher; provided that where at any
time the number of interested Directors exceeds or is equal to two thirds of the total
strength, the number of the remaining Directors, that is to say, the number of directors, who
are not interested, present at the meeting, being not less than two thirds of the total strength,
the number of the remaining Directors, that is to say, the number of Directors, who are not
interested, present at the meeting, being not less than two, shall be the quorum during
such time.

106. If a meeting of the Board could not be held for want of quorum, whatever number of
Directors not being less than two, shall be present at the adjourned meeting, notice
where of shall be given to all the Directors, shall form a quorum.

107. (1) Save as otherwise expressly provided in the Act, questions arising at any meeting
of the Board shall be decided by a majority of vote.

(2) In case of an equality of votes, the Chairman of the meeting shall have a second or
casting vote.

108. The continuing Directors may act notwithstanding any vacancy in the Board, but if and
so long as their number is reduced below the quorum fixed by the Act for a meeting of
the Board, the continuing Directors or Directors may act for the purpose of increasing
the number of Directors to that fixed for the quorum or for summoning a General meeting
of the Company, but for no other purpose.

109. (1) Save as provide in Article 93, the Board may elect one of its members as Chairman
of its meetings and determine the period for which he is to hold office as such.

(2) If no such Chairman is elected or if at any meeting the Chairman is not present
within fifteen minutes after the time appointed for holding the meeting, the Directors
present may choose one of their members to be Chairman of the meeting.

110. Subject to the restrictions contained in Section 292 and 293 of the Act, the Board may
delegate any of its powers to committees of the Board consisting of such member or
members of its body as it think fit and it may, from time to time, revoke such delegation
and discharge any such committee of the Board either wholly or in part, and either as to
persons or purposes, but every committee of the Board so formed shall in the exercise
of the powers so delegated conform to any regulations that may from time to time be
imposed on it by the Board. All acts done by any such committee of the Board in
conformity with such regulations and in fulfilment of the purposes of their appointment
but not otherwise, shall have the like force and effect as if done by the Board.

111 The meetings and proceedings of any such committee of the Board consisting of two or
more members shall be governed by the provisions herein contained for regulating the
meetings and proceedings of the Directors so far as the same are applicable thereto and
are not superseded by any regulations made by the Directors under the last
proceeding Article.
 19

112. (1) A committee may elect a chairman of its meetings.

(2) If no such chairman is elected or if at any meeting the chairman is not present
within five minutes of the time appointed for holding the meeting, the members
present may choose one of their members to be chairman of the meeting.

113. (1) A committee may meet and adjourn as it think proper.

(2) Questions arising at any meeting of a committee shall be determined by a majority

of votes of the members present and in case of an equality of votes, the chairman
shall have a second or casting vote.

114. All acts done by any meeting of the Board or by a committee there of by any person
acting as a Director shall, not with standing that it shall afterwards be discovered that
there was some defect in the appointment or continuance in office of any such Directors
or persons acting as aforesaid: or that they or any of them were disqualified or had
vacated office or were not entitled to act as such or that the appointment of any of them
had been terminated by virtue of any provisions contained in the Act or in these Articles,
be as valid as if every such person had been duly appointed, had duly continued in
office was qualified, had continued to be a Director his appointment had not been
terminated and he had been entitled to be a Director provided that nothing in this Article
shall be deemed to give validity to any act done by a Director after his appointment has
been shown to the Company to be invalid or to have terminated.

115. Subject to Section 289 of the Act and except a resolution which the Act requires
specifically to be passed in any board meeting, a resolution in writing, signed by the
majority members of the Board or of a committee thereof; for the time being entitled to
receive notice of a meeting of the Board or committee, shall be as valid and effectual as
if it had been passed at a meeting of the Board or committee, duly convened and held.

MANAGING DIRECTOR(S) AND WHOLE TIME DIRECTOR(S)

116. Subject to provisions of Section 197A, 198, 269 and 309 of the Act, the Board of Directors
may, from time to time, appoint one or more of their body to the office of Managing
Directors or whole time Directors for a period not exceeding 5 (five) years at a time and
on such terms and conditions as the Board may think fit and subject to the terms of any
agreement entered into with him, may revoke such appointment, and in making such
appointments the Board shall ensure compliance with the requirements of the Companies Act,
1956 and shall seek and obtain such approvals as are prescribed by the Act, provided that a
Director so appointed, shall not be whilst holding such office, be subject to retirement
by rotation but his appointment shall be automatically determined if the ceases to be a
Director.

117. The Board may entrust and confer upon Managing Director/s or whole time Director/s
any of the powers of management which would not otherwise be exercisable by him
upon such terms and conditions and with such restrictions as the Board may think fit,
subject always to the superintendence, control and direction of the Board and the Board
may, from time to time revoke, withdraw, alter or vary all or any of such powers.
 20

118. (1) Subject to section 383A of the Act, a Secretary of the Company may be appointed
by the Board on such terms, at such remuneration and upon such conditions as it
may think fit, and any Secretary so appointed may be removed by the Board.

(2) A Director may be appointed as a Secretary.

119. Any provision in the Act or these regulations requiring or authorising a thing to be done
by or to a Director and the Secretary shall not be satisfied by its being done by or to the
same person acting both as Director and as, or in place of the Secretary.

THE SEAL

120. (1) The Board shall provide a common seal for the purposes of the Company and shall
have power, from time to time, to vary or cancel the same and substitute a new
seal in lieu thereof. The Board shall provide for the safe custody of the seal for the
time being.

(2) Subject to any statutory requirements as to Share Certificates or otherwise, the

seal of the company shall not be affixed to any Instrument except by 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 atleast one Director and of the Secretary or of
two Directors who shall sign every instrument to which the seal of the Company is so
affixed in their presence. This is, however, subject to Rule 6 of the Companies (Issue of
Share Certificates) Rules, 1960.

(3) The Board shall also be at liberty to have an official seal in accordance with
Section 50 of the Act, for use in any territory district or place outside India. The
Company shall, however, comply with Rule 6 of the companies (Issue of Share
Certificates) Rules, 1960.

DIVIDENDS AND RESERVES

121. The Company in General meeting may declare dividends but no dividend shall exceed
the amount recommended by the Board.

122. The Board may, from time to time, pay to the members such interim dividends as
appear it to be justified by the profits earned by the Company.

123. (1) The Board may, before recommending any dividend, set aside out of the profits of
the Company, such sums, as it may think proper, as reserve or reserves which
shall at the discretion of the Board, be applicable for any of the purposes to which
the profits of the Company may be properly applied, including provision for meeting
contingencies or for equalising dividends and pending such applications may at
the like discretion either be employed in the business of the company or be invested
in such investments (other than shares of the Company) as the Board may, from
time to time, think fit.

(2) The Board may also carry forward any profits which it may think prudent not to
divide, without setting them aside as a reserve.
 21

124. (1) Subject to the rights of the persons, if any holding shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof the dividend is paid.

(2) No amount paid or credited as paid on a share in advance of calls shall be treated
for the purposes of this regulation as having been paid on the share.

(3) All dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion or portions of the period in respect of
which the dividend is paid but if any share is issued on terms providing that it shall
rank for dividend as from a particular date such share shall rank for dividend
accordingly.

125. The Board may deduct from any dividend payable to any member all sums of money, if
any, presently payable by him to the Company on account of calls or otherwise in relation to
the shares of the company subject to section 205A of the Act.

126. (1) Any dividend, interest or other moneys payable in cash in respect of shares may
be paid by cheque or warrant sent through the post directed to the registered address
of the holder or in case of joint holders, to the registered address of that one of the
joint holders who is first named on the register of members, or to such persons and
to such address as the first named holder or joint holders may in writing direct.

(2) Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent.

127. Any one of two or more joint holders of a share may give effectual receipts for any
dividends, bonus or other moneys payable in respect of such share.
128. Notice of any dividend that may have been declared shall be given to the persons entitled
to share therein in the manner mentioned in the Act.

129. No dividend shall bear interest against the Company, irrespective of the reason for
which it has remaind unpaid.

ACCOUNTS

130. (1) The Board shall cause proper books of accounts to be maintained under section
209 of the Act.

(2) The Board shall, from time to time, determine whether and to what extent and at
what times and places and under what conditions or regulations, the accounts and
books of the Company or any or them, shall be open to the inspection of members not
being Directors.

(3) Subject to provisions of section 209 A of the Act, no member (not being a Director)
shall have any right of inspecting any account or book or document of the Company
except as conferred by law or authorised by the Board or by the Company in General
Meeting.
BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

131. Balance sheet and Profit and Loss Account of the Company will be audited once in a
year by a qualified auditor for correctness as per provision of the Act.
 22

AUDIT

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

(2) The Board of Directors may fill up any casual vacancy in the office of the Auditors.
(3) The remuneration of the auditors shall be fixed by the Company in the annual
general meeting except that remuneration of the first or any auditors appointed by the
directors may be fixed by the directors.

CAPITALISATION OF PROFITS

133. (1) The company in General Meeting may, upon the recommendation of the Board
resolve :-

(a) that it is desirable to capitalise any part of the amount for the time being standing to
the credit of any of the 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 specified in
clause (2) among the members who would have been entitled thereto, if distributed by
way of dividend and in the same proportions.

(2) The sum aforesaid shall not be paid in cash, but shall be applied, subject to the
provisions contained in clause (3), either in or towards :-

(i) paying up nay amounts for the time being upaid on any shares held by such
members respectively;
(ii) paying up in full, unissued shares of the Company to be allotted and distributed,
credited as fully paid up, to and amongst such members in the proportions
aforesaid; or

(iii) partly in the way specified in sub-claue (i) and partly in that is specified in
sub-cluse (ii).

(3) Any share premium account and any capital redemption reserve fund may, for the
purpose of this regulation, only be applied in the paying up of unissued share to be
issued to members of the Company as fully paid bonus shares.

(4) The Board shall give effect to the resolution passed by, the Company in pursuance
of this regulation.

134. (1) Whenever such as resolution as aforesaid shall have been passed, the Board
shall : -
(a) make all appropriations and applications of the undivided profits resoved to be
capitalised thereby and allotment and issue of fully paid shares, if any; and
(b) do all acts things required to give effect thereto.

(2) The Board shall have full power :-

(a) to make such provision, by the issue of fractional certificates or by payment in
cash or otherwise as it thinks fit in the case of shares becoming distributable in
fractions; and also
 23

(b) to authorise any person to enter, on behalf of all the members entitled thereto
into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any further shares to which that may
be entitled upon such capitalisation or (as the case may require) for the payment
by the company on their behalf, by the application thereto of their respective
proportions of the profit, resolved to be capitalised, of the amounts or any part
of the amounts remaining unpaid on their existing shares.

(3) Any agreement made under such authority shall be effective and binding on all
such members.

SECRECY

135. Subject to the provisions of law of land and the Act, no member or other person (not
being a Director) shall be entitled to visit or inspect the Company's works without the
permission of the Board of Directors or the Managing Director to require discovery of
any information respecting any details of the Company's business, trading or customers
of any matter which is or may be in the nature of a trade secret, mystery of trade or
secret process or any other matter which may relate to the conduct of the business of
the Company or which in the opinion of the Directors, it will be inexpedient in the interest
of the Company to disclose.

WINDING UP

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

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

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

INDEMNITY

1371 Subject to the provisions of section 201 of the Act, every Director, auditor, secretary
and other officer or servant of the Company (all of whom are herein after referred to a
officer or servant) shall be indemnified by the Company and it shall be the duty of the
Directors out of the funds of the Company to pay, all bonafide costs, losses and expenses
which any such officer or servant may incur or become liable to be reason of any contract
entered into or act or thing done or omitted by him as such officer or servant or in any
way in the discharge of the duties; and in particular and so as not to limit the generality of
the foregoing provisions, agent any liability incurred by such officer or servant in
defending any bonafide proceedings whether civil or criminal in which a judgement is
given in his favour or in which he is acquitted or in discharged or in connection with any
application under Section 633 of the Act in which relief is granted to him by the Court.
The amount for which such indemnity is provided shall immediately attach as a charge on
the property of the Company.
 24

Name, Description Occupation Signature of Name, address, description

SI. No and address of each Subscribers occupation & Signature of
Subscriber witness//witnesses

1. ARUN GOYAL Sd/-

S/o Sh. Gian Chand Goyal
5/227, Shamsherpur,
Paonta Sahib- 173025 (H. P)
(Business)
2. KAVITA GOYAL Sd/- Signature of all persons attested
W/o Sh. Arun Goyal
5/227, Shamsherpur, SD/-
Paonta Sahib- 173025 (H. P) (Sanjeev Kumar)
(Service) s/o Dr. K.C. Goel
3. NARINDER PAL SINGH Sd/- 31/16 Cevil Lines South,
S/o Sh. Onkar Singh Arya Samaj Road Muzaffarnagar Nagar UP 251001
C/o Narindra Electricals Chartered Accountants
Main Bazar, Paonta Sahib (H. P) (M. No. 76454)
(Business)
4. NAVDEEP KAUR Sd/-
W/o Sh. Narinder Pal Singh
C/o Narindra Electricals
Main Bazar, Paonta Sahib (H. P)
(Business)

5. GYAN CHAND GOYAL Sd/-

S/o Late Sh. Radha Krishan Goya[
.Goyal's House, 5/227
Shamsherpur , Paonta Sahib (H. P)
(Business)
6. DINESH GOYAL
S/o Sh. Gian Chand Goyal Sd/-
R/o D-14, Preet Vihar(IInd Floor)
Delhi-92
(Business)
7. ANJU GOYAL
W/o Sh. Dinesh Goyal Sd/-
D-14, Preet Vihar, Delhi-92
(Service)

Place: Delhi Dated this 12th day of August 2005