infy memorandum & articles

8/6/2019 Infy Memorandum & Articles

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MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

INFOSYS TECHNOLOGIES LIMITED



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THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF


I. The name o the Company is INFOSYS TECHNOLOGIES LIMITED.

II. The registered oce o the Company will be situated in the State o Karnataka.

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

(A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS

INCORPORATION:-

1. To establish, maintain, conduct, provide, procure or make available services o every kind including commercial,statistical, nancial, accountancy, medical, legal, management, educational, engineering, data processing,communication and other technological social or other services.

2. To carry on the business as importer, exporter, buyers, lessers, and sellers o and dealers in all types o electroniccomponents and equipment necessary or attaining the above objects.

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

3. To carry on all kinds o promotion business, and in particular to orm, constitute, foat, lend money to assist, andcontrol any companies, associations, or undertakings whatsoever.

4. To establish, provide, maintain and conduct or otherwise subsidise research laboratories, experimental stations,

workshops and libraries or scientic, industrial, commercial and technical research and experiments; to undertakeand carry on scientic, industrial, commercial, economic, statistical and technical research, surveys and nvestigations;to promote studies, research investigation and invention, both scientic and technical by providing, subsiding,endowing, or assisting laboratories, colleges, universities, workshops, libraries, lectures, meetings, exhibitions andconerences and by providing or the remuneration to scientists, scientic or technical proessors or teachers and theaward o scholarship, grants and prizes to students, research-workers and inventors or otherwise and generally toencourage, promote and reward studies, research, investigations, experiments, tests and inventions o any kind.

5. To provide or the welare o employees or ex-employees o the Company and the wives, widows, amilies ordependants o such persons by building or contributing to the building o houses, dwellings or chawls or by grants o money, pensions, allowances, gratuities, bonus or other payments or by creating and rom time-to-time subscribingor contributing to provident and other unds, institutions and trusts and by providing or subscribing or contributingtowards places o instruction and recreation, hospitals and dispensaries, medical and other attendance and assistanceas the Company shall think t.

6. To subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientic,national, public or any other useul institutions, objects or purposes or or any exhibition.

7. To establish and maintain or procure the establishment and maintenance o any contributory or non-contributorypension or superannuation unds or the benet o, and give or procure the giving o donations, gratuities, pensions,allowances or employments to any person who are or were at any time in the employment or service o the Company,or o any company which is a subsidiary o the Company or is allied to or associated with the Company or withany such subsidiary company, or who are or were at any time Directors or Ocers o the Company or o any suchother company as aoresaid, and wives, widows, amilies, and dependants o any such persons and also establishand subsidise and subscribe to any institutions, associations, clubs or unds calculated to be or the benet o or toadvance the interests and well being o the Company or o any such other company as aoresaid, and make payments



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to or towards the insurance o any such person as aoresaid and to do any o the matters aoresaid, either alone or inconjunction with any such other company as aoresaid.

8. To undertake and execute any trust the undertaking o which may seem to the Company desirable and eithergratuitously or otherwise.

9. To act as agents, registrars or brokers and as trustees or any person or company and to undertake and perorm sub-contracts.

10. To buy, sell, manuacture, repair, alter and exchange, let on hire, export, and deal in all kinds o articles and things

which may be required or the purposes o any o the said businesses, or commonly supplied or dealt in by personsengaged in any such businesses, or which may seem capable o being protably dealt with in connection with any o the said businesses.

11. To adopt such means o making known the business o the Company and/or associate companies or others as mayseem expedient and in particular by advertising in the press, public places and theatres, by radio, by television, bycirculars, by purchase and exhibition or works o art or interest, by publication o books, pamphlets, bulletins orperiodicals, by organising or participating in exhibitions and by granting prizes, rewardsand donations.

12. To apply or and acquire any statutory or other powers, rights or concessions.

13. To act as Aadatias, Selling Agents, Purchasing Agents, Factors, Muccadums, Carriers, Jatha Merchants, Landing andForwarding Agents, Brokers, Guaranteed Brokers, in respect o goods, materials and merchandise and produce andarticles o all kinds and descriptions.

14. To construct and develop residential or industrial colonies or the general advancement o members, employees or

others.15. To purchase, or otherwise acquire and undertake the whole or any part o the business, property, rights, and liabilities

o any person, rm or company carrying on any business which this company is authorised to carry on or possessedo property or rights suitable or any o the purposes o the Company and to purchase, acquire, sell and deal inproperty, shares, stocks, debentures or debenture-stocks o any such person, rm or company and to conduct,make or carry into eect any arrangements in regard to the winding up o the business o any such persons, rm orcompany.

16. To enter into partnership or into any arrangements or sharing o prots, union o interest, reciprocal concessionor co-operation with any person, partnership, or company and to promote, constitute, orm and organise, and aidin promoting, constituting, orming and organising companies, syndicates or partnerships o all kinds or all thepurposes or acquiring and undertaking any property and liabilities o the Company or o advancing, directly orindirectly, the objects thereo or or any other purposes which this Company may think expedient. As also to pay or

any properties, rights or privileges required by this Company either in shares o the Company or partly in cash orotherwise and to give shares or stock o this Company in exchange or shares or stock o any other company.

17. To apply or, purchase or otherwise acquire patents, brevet inventions, licences, concessions and the like conerringany exclusive or non-exclusive or limited right to use any secret or other inormation as to any invention which mayseem capable o being used or any o the purposes o the Company or benet the Company and to use, exercise, ordevelop or grant licences in respect o or otherwise turn to account the property, rights or inormation so acquired.

18. To receive money, valuable, and goods and materials o all kinds o depositor or sae custody.

19. To lend money and other property, to guarantee the perormance o contracts and obligations o all kinds, to actas agents in the management, sale and purchase o property, and generally to transact business as capitalists andnanciers.

20. To lend, invest or otherwise employ or deal with moneys belonging to or entrusted to the Company upon makingarrangements to secure repayment or payment o principal and interest thereon.

21. To borrow or raise or secure the payment o money or to receive money on such time and rom time to time and insuch manner as may be thought t and in particular by the issue o debentures, or debenture-stocks, perpetual orotherwise including debentures or debenture-stock convertible into shares o this or any other company or perpetualannuities and in security or any such money so borrowed, raised or received or any such debentures or debenture-stocks so issued, to mortgage, pledge or charge the whole or any part o the property, assets or revenue and prots o the Company, present or uture, including its uncalled capital by special assignments or otherwise or to transer orconvey the same absolutely or in trust and to give the lenders power o sale and other powers as may seem expedientand to purchase, redeem or pay o any such securities provided the Company shall not carry on banking business asdened in the Banking Regulation Act, 1949.



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22. To draw, make, accept, endorse, discount, execute, issue, negotiate, assign and otherwise deal with cheques, drats,bills o exchange, promissory notes, hundies, debentures, bonds, bills o lading, railway receipts, warrants and allother negotiable or transerable instruments.

23. To amalgamate with any other company or companies.

24. To distribute any o the property o the Company amongst the members in specie or kind subject to the provisionso the Companies Act in the event o winding up.

25. To apply or, tender, purchase, or otherwise acquire any contracts, subcontracts licences and concessions or or in

relation to the objects or business herein mentioned or any o them, and to undertake, execute, carry out, dispose o or otherwise turn to account the same.

26. To do all or any o them in any part o the world either as principals, agents, contractors, trustees or otherwise andeither by or through agents, trustees, sub-contractors or otherwise, either alone or in conjunction with others and toallow any property to remain outstanding in such agents or trustees.

27. To do all such other things as are incidental or conducive to the attainment o the above objects or any o them.

(C) OTHER OBJECTS:

28. To carry on the business o an investment company and to buy, underwrite and to invest in the acquire and holdshares, stocks, debentures, debenture-stocks, bonds, obligations and securities issued or guaranteed by any companyconstituted or carrying on business in India or elsewhere and debentures, debenture-stocks, bonds, obligations andsecurities issued or guaranteed by any Government, State, Dominion, Sovereign, Ruler, Commissioners, Public body

or authority supreme, municipal, local or otherwise or rm or person whether in India or elsewhere and to deal andturn to account the same.

29. To carry on business related to the electronic industry, Textiles, Chemicals, Hotels, Construction & Engineeringitems.

30. To transact and carry on all kinds o agency business and in particular to collect rents and debts, and to negotiateloans, to nd investments, and to issue and place shares, stocks, debentures, debenture-stocks or securities or theabove business o the Company.

31. To carry on business o every kind and to act as merchants, traders, Commission or other agents or in any othercapacity whatsoever in India or in any part o the world, to carry on the business o providing services o every kindand to import, export, buy, sell, barter, exchange, pledge, make advances upon or otherwise deal in goods, produce,article, merchandise, services, conveniences and amenities o every kind which will be required or the business o the Company.

32. To carry on business as capitalists, nanciers; concession and merchants and to undertake and carry on and executeall kinds o nancial, commercial, trading and other operations.

33. To sell or purchase or otherwise deal in any goods, products, articles or things and to carry on business as merchants,traders, and dealers in any goods, commodities, articles and things whatsoever in or outside India and generally tocarry on business as exporters, importers and dealers.

34. To carry on the business o advertising contractors and agents and any other business which may be useully carriedon in connection with such business and to acquire and undertake the whole or any part o the business property andliabilities o any person or company carrying on business as such contractor or agents, or any other business whichmay be useully carried on in connection therewith.

35. To manuacture, maintain, export, import, buy, sell, rent, hire or lease or otherwise acquire, dispose o or deal inall kinds o digital systems, numerical controller, fexible manuacturing systems, robots, communication systems,computers, computer peripherals, computer sotware, computer hardware, computer technology, machines, computer

aided teaching aids, energy saving devices, alternative sources o energy, electrical and electronics components,devices, instruments, equipments and controls or any engineering applications, and all other related components,partsand products used in communication and computers.

AND IT IS HEREBY DECLARED that the word “company” in this Memorandum when applied otherwise than tothis Company shall whenever the context shall so require or admit be deemed to include any authority, partnershipor other body o persons whether incorporated or un-incorporated and whether domiciled in India or elsewhereand that the intention is that the objects specied in the several paragraphs o this Memorandum shall be regardedas independent objects and shall accordingly shall be in no wise limited or restricted in its application (except whenotherwise expressed in such paragraphs) by reerence to the objects in any other paragraph or the name o thecompany, but may be carried out in as ull and ample a manner and construed and applied in as wide a sense as i each o the said paragraphs denes the objects o a separate, distinct and independent Company.



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IV. The liability o the members is limited.

V. “The Authorized Share Capital o the company is Rs. 300,00,00,000 (Rupees three hundred crores only) divided into60,00,00,000 (Sixty crores only) Equity Shares o Rs. 5 each (Rupees ve only) with power to increase and reduce thecapital o the company and to divide the shares in the capital or the time being into several classes and attach theretorespectively such preerential, deerred, qualied or special rights, privileges or conditions as may be determined byor in accordance with the Articles o Association o the company or the time being and to vary, modiy or abrogateany such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or by the Articles o Association o the company or the time being”.

Resolution passed at the Annual General Meeting held on June 10, 2006.

We the several persons whose names and addresses are subscribed below are desirous o being ormed into aCompany in pursuance o this Memorandum o Association and we respectively agree to take the number o sharesin the Capital o the Company set opposite to our respective names.

Signature, Name, Address, descriptionand occupation o Subscribers

Number o Equity Shares taken bySubscriber

Signature, Name, Address, descriptionand occupation o Witness

Nagavara Ramarao Narayana Murthy

(Son o Nagavara Ramarao)

Flat 6, Padmanabhan Apartment,1126/2, Shivajinagar,

Pune - 411 016

Consultant

1(One equity)

Nadathur Srinivasa Raghavan

(Son o N. Sarangapani)

5, “Ravikripa”, Station Road,

Matunga (C. R.),

Bombay- 400019.

Consultant

1

(One equity)

Senapathy Gopalakrishnan

(Son o P. G. Senapathy)

Krishna Vihar, Kalapalayam Lane,

Pathenchanthai,

Trivandrum - 695 001.

Consultant

1

(One equity)

VIPUL DEVENDRA

KINKHABWALA

(S/o. Devendra VithaldasKinkhabwala)

14, Thakurdwar Road,

Zaveri Building, Bombay - 400 002.

Service

Nandan Mohan Nilekani

(Son o M. R. Nilekani)

37, Saraswatput,Dharwar - 580 002.

KARNATAKA

Consultant

1(One equity)

4

(One equity)

Dated this 15th day o June 1981.



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THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES


OF


CONSTITUTION

Table A not to apply but company to be governed by these articles

1. No regulations contained in Table A, in the rst Schedule to the Companies Act, 1956 shall apply to this Company,but the regulations or the management o this Company and or the observance o the members thereo and theirrepresentatives, shall, subject to any exercise o the statutory powers o the Company with reerence to the repeal oralteration o, or addition to, its regulations by Special Resolution, as prescribed by the Companies Act, 1956, be suchas are contained in these Articles.

INTERPRETATION

Interpretation Clause

2. 1) In the Interpretation o these Articles, unless repugnant to the subject or context:-

“The Act” and The said Act”

“The Act” or the said Act” and reerence to any section or provision thereo respectively means and includes theCompanies Act, 1956 (1 o 1956) and any statutory modication or re-enactment thereo or the time being inorce and reerence to the section or provisions o the said Act or such statutory modication.

“Auditors”

“Auditors” means and includes those persons appointed as such or the time being by the Company.

“Board”

“Board” or “Board o Directors means a meeting o the Directors duly called and constituted, or as the case may

be, the Directors assembled at the Board or the Directors o the Company collectively.

“Capital”

“Capital” means the share capital or the time being raised or authorised to be raised or the purpose o theCompany.

“The Company” or “This Company”

“The Company” or “This Company” means INFOSYS TECHNOLOGIES LIMITED.



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“Directors”

“Directors” means the Director or the time being o the Company or as the case may be the Directors assembledat a Board.

“Dividend”

“Dividend” includes bonus.

“Genders”Words imparting the masculine gender also include the eminine gender.

“In writing”

“In writing” and “written” include printing or lithography or any other modes o representing or reproducingwords in visible orm.

“Month”

“Month” means calendar month.

“Office”

“Oce” means the Registered Oce or the time being o the Company.

“Paid up”

“Paid up” includes credited as paid-up.

“Persons”

“Persons” includes corporations as well as individuals.

“The Registrar”

“The Registrar” means the Registrar o Companies o the State in which the oce o the Company i or the timebeing situate.

“Seal”

“Seal” means the common seal or the time being o the Company.

“Singular Number”

Words importing the singular number include where the context admits or requires, the plural number and viceversa.

“Year” and “Financial Year”

“Year” means the calendar year and “Financial Year” shall have the meaning assigned thereto by Section 2(17) o the Act.

“These Presents”“These Presents” means these articles as modied rom time to time.

a) A “Beneicial owner” shall mean beneicial owner as deined in Clause (a) o sub-Section (1) o Section 2 o the Depositories Act, 1996.Depositories Act, 1996 shall include any statutory modiication or re-enactmentthereo and Depository shall mean a Depository as deined under Clause (e) o sub-section (1) o Section 2o the Depositories Act, 1996.Resolution passed at the Extraordinary General Meeting held on January 6, 1998



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b) “Shareholder” or “Member” means the duly registered holder o the shares rom time to time and includesthe subscribers to the Memorandum o Association o the company and the beneicial owner(s) as deined inclause (a) o sub-section(1) o Section 2 o the Depositories Act, 1996.Resolution passed at the Extraordinary General Meeting held on January 6, 1998

2) Unless the context otherwise requires words and expressions contained in the Articles shall bear the same meaningas in the Act.

3) The marginal notes used in these Articles shall not aect the construction hereo. Save as aoresaid, any words or

expressions dened in the Act, shall, i not inconsistent with the subject or context, bear the same meaning in these Articles.

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

3). “The Authorized Share Capital o the company is Rs. 300,00,00,000 (Rupees three hundred crore only) divided into60,00,00,000 (Sixty crore only) Equity Shares o Rs. 5 each (Rupees ve only) with powers to increase or reduce thesame in accordance with the provisions o the Companies Act, 1956”.Resolution passed at the Annual General Meeting held on June 10, 2006

“The company shall be entitled to dematerialize its existing shares, rematerialize its shares held in the Depositoriesand/or to oer its resh shares in a dematerialized orm pursuant to the Depositories Act, 1996 and the rules ramedthereunder, i any”.Resolution passed at the Extraordinary General Meeting held on January 6, 1998

Increase of capital of the company and how carried into effect

4. The Company in General Meeting, may rom time to time, increase its capital by the creation o new shares, suchincrease to be o such aggregate amount and to be divided into shares o such amounts as the resolution shallprescribe. Subject to the provisions o the act, any shares o the original or increased capital shall be issued upon suchterms and conditions and with such rights and privileges annexed thereto, as the General Meeting resolving uponthe creation thereo shall prescribe and i no direction be given, as the Directors shall determine and in particular,such shares may be issued with a preerential or qualied right to dividends, and in the distribution o assets o theCompany and with a right o voting at General Meetings o the Company, in conormity with Sections 87 and 88 o the Act.

Whenever the capital o the Company has been increased under the provisions o these Articles, the Directors shallcomply with the provisions o Section 97 o the Act.

Allotment otherwise than for cash

5. Subject to the provisions o the Act and these Articles, the Directors may allot and issue shares in the capital o the Company as payment or part-payment or any property or assets o any kind whatsoever, sold or to be sold ortranserred or to be transerred or or goods or machinery supplied or to be supplied or or services rendered or to berendered or or technical assistance or know-how made or to be made available to the Company or the conduct o itsbusiness and shares which may be so allotted may be issued as ully or partly paid-up otherwise than in cash and i so issued, shall be deemed to be ully or partly paid as the case may be.

Additional capital to form part of existing capital

6. Except so ar as otherwise provided by the conditions o issue or by these presents, any capital raised by the creation o new shares, shall be considered as part o the existing capital, and shall be subject to the provisions herein contained,with reerence to the payment o calls and installments, oreiture, lien, surrender, transer and transmission, votingand otherwise.

Redeemable preference shares

7. Subject to the provisions o Section 80 o the Act, the Company shall have the power to issue Preerential Shareswhich are or at the option o the Company are to be liable to be redeemed and the resolution authorising such issueshall prescribe the manner, terms and conditions o redemption.



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Reduction of capital

8. The Company may (subject to the provisions o Sections 78, 80, 100 to 105 inclusive, o the Act) rom time to timeby Special Resolution, reduce its capital and any Capital Redemption Reserve Account or Share Premium Account inany manner or the time being authorised by law, and in particular, capital may be paid o on the ooting that it maybe called up again or otherwise. This Article is not to derogate rom any power the Company would have i it wereomitted.

Variation of Rights9. I at any time the share capital is divided into dierent classes o shares, all or any o the rights and privileges attached

to the shares o any class may subject to the provisions o Sections 106 and 107 be varied, commuted, aected, dealtwith or abrogated with the consent in writing o the holders o not less than three-ourths o the issued shares o that class or with the sanction o a Special Resolution at a separate meeting o the holders o the issued shares o thatclass.

Issue of further pari passu shares not to affect the right of shares already issued

10. The rights conerred upon the holders o the shares o any class issued with preerred or any other rights shall not,unless, otherwise expressly provided by the terms o issue o that class, be deemed to be varied by the creation orissue o urther shares ranking pari passu therewith.

Sub-division and consolidation of Shares11. Subject to the provisions o Section 94 o the Act, the Company in General Meeting may rom time to time, sub-

divide or consolidate its shares, or any o them, and the resolution whereby any share is sub-divided, may determinethat, as between the holders o the shares resulting rom such sub-division one or more o such shares shall havesome preerence or special advantage as regards dividend, capital or otherwise over or as compared with the other orothers. Subject as aoresaid the Company in General Meeting may also cancel shares which have not been taken oragreed to be taken by any person and diminish the amount o its share capital by the amount o shares so cancelled.The cancellation o shares in pursuance o this Article shall not be deemed to be a reduction o the share capital.

11A. The Directors are hereby authorised to issue Equity Shares or Debentures (whether or not convertible into equityshares) or oer and allotment to such o the ocers, employees and workers o the Company as the Directorsmay select or the trustees o such trust as may be set up or the benet o the ocers; employees and workers inaccordance with the terms and conditions o such scheme, plan or proposal as the Directors may ormulate. Subjectto the consent o the Stock Exchanges and o the Securities Exchange Board o India, the Directors may imposethe condition that the shares in or debentures o the Company so allotted shall not be transerable or a speciedperiod.

SHARES AND CERTIFICATES

Shares to be numbered progressively and no Shares to be sub-divided

12. The shares in the capital shall be numbered progressively according to their several denominations and except in themanner hereinbeore mentioned no share shall be sub-divided. Every oreited or surrendered share shall continue tobear the number by which the same was originally distinguished.

Shares at the disposal of the Directors

13. Subject to the provisions o these Articles and the Act, the shares in the capital o the Company or the time being(including any shares orming part o any increased capital o the Company) shall be under the control o the Directorswho may issue, allot or otherwise dispose o the same or any one o them to such persons in such proportion andon such terms and conditions and either at a premium or at par or (subject to compliance with the provisions o the Act) at a discount and at such times as they may rom time to time think t and proper and with the sanction o theCompany in General Meeting to give to any person the option to call or or allotted shares o any class o the Companyeither at par or at premium or subject as aoresaid at a discount during such time and or such consideration andsuch option being exercisable at such times as the Directors think t; and any shares which may be so allotted maybe issued as ully paid-up shares and i so issued shall be deemed to be ully paid-up shares. The Board shall cause tobe led the returns as to allotment provided or in Section 75 o the Act. Provided that the option or right to call o shares shall not be given to any person except with the sanction o the company in the General Meeting.



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Acceptance of shares

14. Any application signed by, or on behal o, an applicant or shares in the Company ollowed by an allotment o anyshares therein, shall be an acceptance o shares within the meaning o these Articles; and every person who thus orotherwise accepts any shares and whose name is entered in its Register o Members shall, or the purpose o these Articles, be a member o the Company.

Deposit and call, etc. to be a debt payable immediately

15. The money (i any) which the Directors shall, on the allotment o any shares being made by them, require or directto be paid by way o deposits, call or otherwise, in respect o any shares allotted by them, shall, immediately on theinscription o the name o the allottee in the Register o Members as the holder o such shares, become a debt due toand recoverable by the Company rom the allottee thereo and shall be paid by him accordingly.

Liability of Members

16. Every member, or his heirs, executors, administrators or other representatives, shall pay to the Company the portiono the capital represented by his share or shares, which may, or the time being, remain unpaid thereon, in suchamounts, at such time or times, and in such manner as the Directors shall, rom time to time, in accordance with theCompany’s Regulations require or x or the payment thereo.

Share Certificate

17. a) The share certiicates shall be issued in market lots and where share certiicates are issued in either more orless than market lots, sub- division or consolidation o share certiicates into market lots shall be done ree o charge.

b) Any two or more joint allottees o a share shall, or the purposes o this Article, be treated as a single Member,andthe certicate o any share which may be the subject o joint ownership, may be delivered to any one o such joint owners on behal o all o them. For any urther certicate the Board shall be entitled but shall not bebound, to prescribe a charge not exceeding Rupee One. The Company shall comply with the provisions o Section 113 o the Act.

c) Directors may sign a share certicate by axing their signature thereon by means o any machine, equipmentor other mechanical means, such as engraving in metal or lithography, but not by means o a rubber stamp,provided that the Director shall be responsible or the sae custody o such machine, equipment or othermaterial used or the purpose.

Renewal of share certificate

18. a) No ee shall be charged or issue o new share certiicates in replacement o those which are old, decrepit, worn-out or where the cages on the reverse o the share certiicates or recording transers have been ully utilised.

b) When a new share certicate has been issued in pursuance o Clause (a) o this Article, it shall state on theace o it and against the stub or counteroil to the eect that it is “Issued in lieu o Share Certicate No______sub- divided/replaced/on consolidation o shares.

c) I a share certicate is lost or destroyed, a new certicate in lieu thereo shall be issued only with the priorconsent o the Board and on payment o such ee, not exceeding Rupees two as the Board may rom timeto time x, and on such terms, i any, as to evidence and indemnity as to payment o such out-o-pocketexpenses incurred by the Company in investigating evidence, as the Board thinks t.

d) When a new share certicate has been issued in pursuance o Clause (c) o this Article, it shall state on theace o it and against the stub or counteroil to the eect that it is “a duplicate issued in lieu o share certicateNo_________”. The word “duplicate” shall be stamped or punched in bold letters across the ace o the sharecerticate.

e) Where a new share certicate has been issued in pursuance o Clause (a) or Clause (c) o this Article, particularso every such share certicate shall be entered in a Register o Renewed and Duplicate Certicates indicatingagainst the name or names o the person or persons to whom the Certicate is issued the number and date o issue o the share certicate in lieu o which the new certicate is issued, and the necessary changes indicatedin Register o Members by suitable cross reerence in the “Remarks” column.



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) All blank orms to be used or issue o share certicates shall be printed and the printing shall be done only onthe authority or a resolution o the Board. The blank orms shall be consecutively machine numbered and theorms and blocks, engravings, acsimiles and hues relating to the printing o such orms shall be kept in thecustody o the Secretary or such other person as the Board may appoint or the purposes; and the Secretaryor the other person aoresaid shall be responsible or rendering an account o these orms to the Board.

g) The Managing Director o the Company or the time being or, i the Company has no Managing Director,every Director o the Company shall be responsible or the maintenance, preservation and sae custody o

all books and documents relating to the issue o share certicates except the blank orms o share certicatesreerred to in sub-clause ().

h) All books reerred to in sub-clause (g) shall be preserved in good order permanently.

18(i) “The Shares in the Capital shall be numbered progressively according to their several denominations, providedhowever, that the provisions relating to progressive numbering shall not apply to the shares o the company which aredematerialized or may be dematerialized in uture or issued in uture in dematerialized orm. Except in the mannerhereinbeore mentioned, no share shall be sub-divided. Every oreited or surrendered share held in material ormshall continue to bear the number by which the same was originally distinguished”

Resolution passed at the Extraordinary General Meeting held on January 6, 1998

Delivery of Share/Debenture Certificates

19. The Company shall within three months ater the allotment o any o its shares or debentures or debenture-stockand within one month ater the application or the registration o the transer o any such shares or debentures ordebenture-stock, complete and have ready or delivery the certicates o all shares, debentures or debenture stockallotted or transerred unless the conditions o issue o shares or debentures or debenture-stock otherwise provided.The expression “transer” or the purpose o this Article means, a transer duly stamped and otherwise valid and doesnot include any transer which the Company is or any reason entitled to reuse to register and does not register.

Liability of Joint Holders

20. I any share stands out in the names o two or more persons all the joint holders o the share shall be severally aswell as jointly liable or the payment o all deposits, installments, and calls due in respect o such shares, and or allincidents thereo according to the Company’s Regulations, but the person rst named in the Register shall, as regardsreceipt o dividend or bonus or service o notice, and all or any other matters connected with the Company, exceptvoting at meetings and the transer o the shares, and any other matter by the said Act or herein otherwise provided,

be deemed the sole holder thereo.

Registered holder only the owner of the shares

21. Except as ordered by a Court o competent jurisdiction or by law required, the company shall be entitled to treatthe person whose name appears on the Register o Members as the holder o any share or whose name appears asthe benecial owner o shares in the records o the Depository, as the absolute owner thereo and accordingly shallnot be bound to recognize any benami, trust or equity or equitable, contingent or other claim to or interest in suchshare on the part o any other person whether or not he shall have express or implied notice thereo. The Board shallbe entitled at their discretion to register any shares in the joint names o any two or more persons or the survivor orsurvivors o them.


Share Certificate for joint members

22. The Company shall not be bound to register more than three persons as the joint holders o any share except inthe case o executors or trustees o a deceased member and in respect o a share held jointly by several persons theCompany shall not be bound to issue more than one certicate and delivery o a certicate or a share to any one o the several joint holders shall be sucient delivery to all such holders.

Fractional Certificates

23. The Company may issue such ractional coupons as the Board may approve in respect o any o the shares o theCompany on such terms as the Board thinks t as to the period within which the ractional coupons are to beconverted into share certicates.



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Underwriting and Brokerage - Commission may be paid

24. Subject to the provisions o Section 76 o the Act, the Company may at any time pay a commission to any person,in consideration o his subscribing or agreeing to subscribe (whether absolutely or conditionally) or any shares ordebentures o the Company, or procuring, or agreeing to procure subscriptions (whether absolute or conditional) orany shares or debentures in the Company; But so that the commission shall not exceed in case o shares ve percento the price at which the shares are issued and in case o debentures two and a hal percent o the price at which thedebentures are issued.

Brokerage

25. The Company may pay a reasonable sum or brokerage.

Interest out of Capital - Interest may be paid out of Capital

26. Where any shares are issued or purpose o raising money to deray the expenses o the construction o any works orbuildings or the provision o any land, which cannot be made protable or a lengthy period. the Company may payinterest on so much o that share capital as is or the time being paid up or the period, at the rate and subject to theconditions and restrictions provided by Section 208 o the Act and may charge the same to capital as part o the costo construction o the works or buildings or provision o plant.

CALLS

Directors may make calls

27. The Board may rom time to time, subject to the terms on which any shares may have been issued and subject to theconditions o allotment, by a resolution passed at a meeting o the Board (and not by circular resolution) make suchcalls as it thinks t upon the Members in respect o all monies unpaid on the shares held by them respectively andeach member shall pay the amount o every call so made on him to the person or persons and at the time and placeappointed by the Board. A call may be made payable by instalments.

Notice of calls

28. Thirty days notice in writing o any call shall be given by the Company speciying the time and place o payment, andthe person or persons to whom such calls shall be made.

Calls to date from resolution

29. A call shall be deemed to have been made at the time when the resolution authorising such call was passed at ameeting o the Board.

Call may be revoked

30. A call may be revoked or postponed at the discretion o the Board.

Liability of Joint Holders

31. A joint-holder o a share shall be jointly and severally liable to pay all calls in respect thereo.

Directors may extend time

32. The Board may, rom time to time at its discretion, extend the time xed or payment o any call, and may extendsuch time as to all or any o the members who rom residence at a distance or other cause, the Board may deem airlyentitled to such extension save as a matter o grace and avour.

Overdue calls to carry interest

33. I any member ails to pay any call due rom him on the day appointed or payment thereo, or any such extensionthereo as aoresaid, he shall be liable to pay interest on the same rom the day appointed or the payment thereo tothe time o actual payment at such rate as shall rom time to time be xed by the Board but nothing in this Articleshall render it obligatory or the Board to demand or recover any interest rom any such member and the Board shallbe at liberty to waive payment o such interest either wholly or in part.




Sums deemed to be calls

34. Any sum, which by the terms o issue o a share become payable on allotment or at any xed date, whether onaccount o the nominal value o the share or by way o premium shall or the purposes o these Articles be deemed tobe a call duly made and payable on the date on which by the terms o issue o the same becomes payable, and in thecase o non-payment all the relevant provisions o theses Articles as to payment o interest and expenses, oreiture orotherwise shall apply as i such sum had become payable by virtue o a call duly made and notied.

Part payment on account of call etc. not to preclude forfeiture35. Neither a judgement nor a decree in avour o the company or calls or other moneys due in respect o any shares

nor any part payment or satisaction thereunder nor the receipt by the company o a portion o any money whichshall rom time to time be due rom any member to the company in respect o his shares, either by way o principalor interest, nor any indulgence granted by the Company in respect o payment o any such money, shall preclude thecompany rom thereater.

Proof on trial or suit for money on shares

36. On the trial or hearing o any action or suit brought by the Company against any member or his legal representativeto recover any moneys claimed to be due to the company or any call or other sum in respect o his shares, it shall besucient to prove

a) that the name o the Member, in respect o whose shares the money is ought to be recovered, appears entered

in the Register o Members as the holder or one o the holders, at or subsequent to the date at which the moneysought to be recovered is alleged to have become due, on the said shares;

b) that the resolution making the call is duly recorded in the minutes books, and

c) that notice o such call was duly given to the Member or his legal representatives issued in pursuance o these Articles; and that it shall not be necessary to prove the appointment o the Directors who made such call,nor that a quorum o Directors was present at the Board at which such call was made, nor that the meetingat which such call was made was duly convened or constituted nor any other matter whatsoever, but theproo o the matters aoresaid shall be conclusive evidence o the debt and the same shall be recovered by thecompany against the Member or his representative rom whom it is ought to be recovered, unless it shall beproved, on behal o such Member or his representatives against the company that the name o such Memberwas improperly inserted in the Register or that the money sought to be recovered has actually been paid.

Payment of unpaid share capital in advance

37. a) The Board may i it thinks it, subject to the provisions o the Act, agree to and receive rom any Memberwilling to advance the same, either in money or moneys worth the whole or any part o the amount remainingunpaid on the shares held by him beyond the sum actually called up and upon the moneys so paid or satisiedin advance, or so much thereo, as rom time to time and at any time thereater exceeds the amount o thecalls then made upon and due in respect o the shares on account o which such advances have been made,the Board may pay or allow interest at such rate as the Member paying such advance and the Board agreeupon; provided always that i at any time ater the payment o any such money the rate o interest so agreedto be paid to any such Member appears to the Board to be excessive, it shall be lawul or the Board romtime to time to repay to such Member so much o such money as shall then exceed the amount o the callsmade upon such shares, unless there be an express agreement to the contrary; and ater such repayment suchmember shall be liable to pay, and such shares shall be charged with the payment o all uture calls as i no

such advance had been made; provided also that i at any time ater the payment o any money so paid inadvance, the company shall go into liquidation, either voluntary or otherwise, beore the ull amount o themoney so advanced shall have become due by the members to the Company, on instalments or calls, or inany other manner, the maker o such advance shall be entitled (as between himsel and the other Members)to receive back rom the Company the ull balance o such moneys rightly due to him by the Company inpriority to any payment to members on account o capital.

b) No Member paying any such sum in advance shall be entitled to any voting rights, dividend or right toparticipate in proits in respect o money so advanced by him until the same would but or such paymentbecome presently payable.



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FORFEITURE AND SURRENDER OF AND LIEN ON SHARES

If money payable on share not paid notice to be given to Members

38. I any Member ails to pay any call or instalment o call on or beore the day appointed or the payment o the sameor any such extension thereo as aoresaid, the Board may, at any time thereater, during such time as the call orinstalment remains unpaid, give notice to him requiring him to pay the same together with any interest that may haveaccrued and all expenses that may have been incurred by the Company by reason o such non-payment.

Terms of notice

39. The notice shall name a day (not being earlier than the expiry o ourteen days rom the date o service o notice) anda place or places on and at which such call or instalment and such interest thereon at such rate as the Directors shalldetermine rom the day on which such call or instalment ought to have been paid and expenses as aoresaid are to bepaid. The notice shall also state that, in the event o the non-payment at or beore the time and the place appointed,the share in respect o which the call was made or instalment is payable will be liable to be oreited:

In default of payment, shares may be forfeited

40. I the requirements o any such notice as aoresaid are not complied with, every or any share in respect o whichsuch notice has been given, may at any time thereater, but beore payment o all calls or instalments, interest andexpenses due in respect thereo, be oreited by a resolution o the Board to that eect. Such oreiture shall include

all dividends and bonuses declared in respect o the oreited shares and not actually paid beore the oreiture.

Notice of forfeiture

41. When any share shall have been so oreited, notice o the oreiture shall be given to the Member in whose name itstood immediately prior to the oreiture or to any o his legal representatives, or to any o the persons entitled to theshares by transmission and an entry o the oreiture, with the date thereo, shall orthwith be made in the Register o Members but no oreiture, shall be in any manner invalidated by any omission or neglect to give such notice or tomake such entry as aoresaid.

Forfeited shares to become property of the Company and may be sold, etc.

42. Any share so oreited shall be deemed to be the property o the Company and may be sold, re-allotted or otherwisedisposed o, either to the original holder thereo or to any other person, upon such terms and in such manner as the

Board shall think t.

Members still liable to pay money due notwithstanding the forfeiture

43. Any member whose shares have been oreited shall, notwithstanding the oreiture, be liable to pay, and shallorthwith pay to the Company on demand all calls, amounts, instalments, interest and expenses owing upon or inrespect o such shares at the time o the oreiture, together with interest thereon rom the time o the oreiture untilpayment, at such rate as the Board may determine and the Board may enorce the payment thereo i it thinks t.

Effect of forfeiture

44. The oreiture o a share shall involve extinction, at the time o the oreiture, o all interest in and o all claims anddemands against the Company, in respect o the share, and all other rights incidental to the share, except only sucho those rights as by these Articles are expressly saved.

Surrender of shares

45. The Directors may subject to the provisions o the Act, accept a surrender o any shares rom or by any Memberdesirous o surrendering them on such terms as they think t.

Evidence of forfeiture

46. A declaration in writing that the declarant is a Director or Secretary o the Company and that a share in the Companyhas been duly oreited in accordance with these Articles on the date stated in the declaration, shall be conclusiveevidence o the acts therein stated as against all persons claiming to be entitled to the share.




Company’s lien on shares

47. The Company shall have a rst and paramount lien upon all the shares, not being ully paid-up shares, registered inthe name o each Member (whether solely or jointly with another or others), and upon the proceeds o sale thereo,or all moneys (whether presently payable or not) called or payable at a xed time in respect o such shares and noequitable interest in any share shall be created except upon the ooting and condition that Article 21 hereo is to haveull eect. Any such lien shall extend to all dividends rom time to time declared in respect o such shares. Unlessotherwise agreed, the registration o a transer o shares shall operate as a waiver o the Company’s lien i any onsuch shares. The Board o Directors may at any time declare any shares to be exempt, wholly or partially rom theprovisions o this Article.

Lien enforced by sale

48. For the purpose o enorcing such lien, the Directors may sell the shares subject thereto in such manner as they thinkt and or that purpose may cause to be issued a duplicate certicate in respect o such shares and may authorise oneo their member or some other person to execute a transer thereo on behal o and in the name o such member.No such sale shall be made until such time as the moneys in respect o which such lien exists or some part thereo is presently payable or the liability in respect o which such lien exists is liable to be presently ullled or dischargedand until notice in writing o the intention to sell shall have been served on such Member, or his heirs, executors,administrators, or other representatives or upon the persons (i any) entitled by transmission to the shares or any oneor more o such heirs, executors, administrators, representatives or persons, and deault shall have been made byhim or them in payment, ullment or discharge o such debts, liabilities or engagements or ourteen days ater such

notice.

Application of sale proceeds

49. The net proceeds o any such sale ater payment o the costs o such sale shall be applied in or towards the satisactiono such debts, liabilities or engagements and the residue (i any) paid to such Member, or any o his heirs, executors,administrators, representatives or assigns or any o the persons (i any) entitled by transmission to the shares sold.

Validity of sale under Articles

50. Upon any sale ater oreiture or or enorcing a lien in purported exercise o the powers hereinbeore given, the Boardmay appoint some person to execute an instrument o transer o the shares sold and cause the purchaser’s name tobe entered in the Register in respect o the Shares sold and the purchaser shall not be bound to see to the regularityo the proceedings, or to the application o the purchase money and ater his name has been entered in the Register

in respect o such shares, the validity o the sale shall not be impeached by any person and the remedy o any personaggrieved by the sale shall be in damages only in and against the Company exclusively.

Cancellation of share certificate in respect of forfeited shares

51. Upon any sale, re-allotment or other disposal under the provisions o the preceding Articles, the certicate orcerticates originally issued in respect o the relative shares shall (unless the same shall on demand by the Companyhave been previously surrendered to it by the deaulting Member) stand cancelled and become null and void and o no eect, and the Directors shall be entitled to issue a new certicate or certicates in respect o the said shares to theperson or persons entitled thereto.

Power to annul forfeiture

52. The Board may at any time beore any share so oreited shall have been sold, re-allotted or otherwise disposed o,

annul the oreiture thereo upon such conditions as it thinks t.



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TRANSFER AND TRANSMISSION OF SHARES

Register of Transfers

53. “The company shall keep a Register o Transers and shall have recorded therein airly and distinctly particulars o every transer or transmission o any share held in material orm”.

Resolution passed at the Extraordinary General Meeting held on January 6, 1998.

Form of transfer54. Shares in the Company shall be transerred by an instrument in writing in such orm as prescribed under Section 108

o the Companies Act, 1956, or under rules made thereunder rom time to time.

To be executed by Transferor and Transferee

55. The instrument o transer duly stamped and executed by the transeror and the transeree shall be delivered to theCompany in accordance with the provisions o the Act. The instrument o transer shall be accompanied by suchevidence as the Board may require to prove the title o the transeror and his right to transer the shares and everyregistered instrument o transer shall remain in the custody o the Company until destroyed by an order o the Board.The transeror shall be deemed to be the holder o such shares until the name o the transeree shall have been enteredin the Register o Members in respect thereo. Beore the registration o a transer, the certicate or certicates o theshares must be delivered to the Company.

55A. “In the case o transer or transmission o shares or other marketable Securities where the company has not issued anycerticates and where such shares or Securities are being held in any electronic and ungible orm in a Depository, theprovisions o the Depositories Act 1996 shall apply”


Directors may refuse to register transfers

56. Subject to the provisions o Section 111 o the Act, the Board, may at its own absolute and uncontrolled discretion,and without assigning any reason, decline to register or acknowledge any transer o shares whether ully paid or not,(notwithstanding that the proposed transeree be already a Member), but in such cases it shall, within one monthrom the date on which the instrument o transer was lodged with the Company, send to the transeree and thetranseror notice o reusal to register such transer. Provided that registration o a transer shall not be reused on theground that the transeror being either alone or jointly with any other person or persons indebted to the Company

on any account whatsoever except on shares.

Refusal to register transfer

57. In particular and without prejudice to the generality o the above powers, the Board may subject to the provisionso Section 111 o the Companies Act, 1956 decline to register in exceptional circumstances when it is elt that thetranseree is not a desirable person rom the larger point o view o the interest o the Company as a whole subject tothe provisions o the clause (c) o subsection (4) o Section 22A o the Securities Contract (Regulation) Act.

Sub-division/consolidation in marketable lots only

58. Transer o shares in whatever lot should not be reused, though there would be no objection to the company reusingto split a share certicate into several scrips o any small denominations or to consider a proposal or transer o shares comprised in a share certicate to several parties, involving such splitting, i on the ace o it such splitting/ transer appears to be unreasonable or without a genuine need. The Company should not, thereore, reuse transero shares in violation o the Stock Exchange listing requirements on the ground that the number o shares to betranserred is less than any specied number.

Death of one or more joint holders of shares

59. In case o the death o any one or more o the persons named in the Register o Members as the joint holders o anyshare, the survivor or survivors shall be the only persons recognised by the Company as having any title to or interestin such share, but nothing herein contained shall be taken to release the estate or a deceased joint-holder or anyliability on shares held by him jointly with any other person.




Title to shares of deceased Member

60. The executors or administrators or holders o a Succession Certicate or the legal representatives o a deceasedMember(not being one o two or more joint-holders) shall be the only person recognised by the Company as havingany title to the shares registered in the name o such Member, and the Company shall not be bound to recognise suchexecutors or administrators or holders o a Succession Certicate or the legal representatives unless such executorsor administrators or legal representatives shall have rst obtained Probate or Letter o Administration or SuccessionCerticate, as the case may be, rom a duly constituted court in the Union o India provided that in case wherethe Board in its absolute discretion think t, the Board may dispense with production o Probate or Letters o Administration or Succession Certicate, upon such terms as to indemnity or otherwise as the Board in its absolutediscretion may think necessary and under Article 59 register the name o any person who claims to be absolutelyentitled to shares standing in the name o a deceased Member, as a Member.

No transfer to insolvent, etc.

61. No share shall in any circumstances, be transerred to any insolvent or person o unsound mind.

Registration of person entitled to shares otherwise than by transfer

62. Subject to the provisions o the Act and Articles 59 and 60 any person becoming entitled to shares in consequenceso death, lunacy, bankruptcy or insolvency o any Member, or by any lawul means other than by a transer inaccordance with these Articles, may with the consent o the Board (which it shall not be under any obligation togive) upon producing such evidence that he sustains the character in respect o which he proposes to act under this Article, or o his title, as the Board thinks sucient, either be registered himsel as the holder o the shares or elect tohave some persons nominated by him and approved by the Board, registered as such holder; provided nevertheless,that i such person shall elect to have his nominee registered, he shall testiy the election by executing in avour o hisnominee an instrument o transer in accordance with the provisions herein contained, and until he does so he shallnot be reed rom any liability in respect o the shares.

Persons entitled may receive dividends without being registered as members

63. A person entitled to a share by transmission shall, subject to the right o the Directors to retain such dividends ormoney as hereinater provided be entitled to receive, and may give a discharge or any dividends or other moneyspayable in respect o the shares.

Fee on Transfer or Transmission

64 No ee shall be charged or transer and, transmission o Shares or or registration o any o power o attorney, probate,letter o administration or other similar documents.

The company not liable for disregard of a notice prohibiting registration of a transfer

65. The Company shall incur no liability or responsibility whatever in consequence o its registering or giving eect toany transer o shares made or purporting to be made by any apparent legal owner thereo (as shown or appearingin the Register o Members) to the prejudice o a person or persons having or claiming any equitable right, title orinterest to or in the said shares, notwithstanding that the Company may have any notice o such equitable right, titleor interest or notice prohibiting registration o such transer and may have entered such notice or reerred thereto,in any book o the company, and the Company shall not be bound or required to regard or attend or give eect toany notice which may be given to it o any equitable right, title or interest, or be under any liability whatsoever orreusing or neglecting so to do, though it may have been entered or reerred to in some book o the company, but the

company shall nevertheless be at liberty to regard and attend to any such notice, and give eect thereto i the Boardshall so think t.



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BORROWING POWERS

Power to Borrow

66. Subject to the provisions o Sections 58A, 292 and 293 o the Act and o these Articles, the Board may, rom timeto time at its discretion, by a resolution passed at a Meeting o the Board accept deposits rom Members, either inadvance o call or otherwise, and generally raise or borrow or secure the payment o any sum or sums o money orthe purposes o the company provided however, where the moneys to be borrowed together with the moneys already

borrowed (apart rom temporary loans obtained rom the Company’s bankers in the ordinary course o business)exceed the aggregate o the paid up capital o the Company and its ree reserves (that is to say, reserves not set apartor any specic purpose) the Board shall not borrow such moneys without the consent o the Company in GeneralMeeting.

The payment or repayment of monies borrowed

67. The payment or repayment o moneys borrowed as aoresaid may be secured in such manner and upon such termsand conditions in all respects as the Board may think t, and in particular by a resolution passed at a meeting o theBoard (and not by Circular Resolution) by the issue o debentures o the Company, charged upon all or any part o theproperty o the Company (both present and uture) including its uncalled capital or the time being, and debentures,and other securities may be made assignable ree rom any equities between the Company and the person to whomthe same may be issued.

Terms of issue of debentures

68. Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and maybeissued on condition that they or any part o them shall be convertible into shares o any denomination, and with anyprivileges and conditions as to redemption, surrender, drawing, allotment o shares and attending (but not votingat) General Meetings, appointment o Directors and otherwise. Debentures with a right to conversion or allotment o shares shall be issued only with the consent o the Company in General Meeting.

Register of Mortgages, etc. To be kept

69. The Board shall cause a proper register to be kept in accordance with the provisions o Section 143 o the Acto all mortgages, debentures and charges specically aecting the property o the Company; and shall cause therequirements o Sections 118, 125, and 127 to 144 (both inclusive) o the Act, in that behal to be duly complied

with (within the time prescribed by the said sections o such extensions thereo as may be permitted by the CompanyLaw Board or the Court or the Registrar as the case may be) so ar as they ail to be complied with by the Board.

Register and Index of Debenture holders

70. The Company shall, i any time it issues debentures, keep a Register and Index o Debenture holders in accordancewith Section 152 o the Act. The Company shall have the power to keep in any State or Country outside India aBranch Register o Debenture-holders resident in that State or Country.

SHARE WARRANT

Power to issue share warrants

71. The Company may issue share warrants subject to, and in accordance with the provisions o sections 114 and 115,

and accordingly the Board may in its discretion, with respect to any share which is ully paid-up on application inwriting signed by the persons registered as holder o the share, and authenticated, by such evidence (i any) as theBoard may, rom time to time, require as to the identity o the person signing the application, and on receiving thecerticate (i any) o the share, and the amount o the stamp duty on the warrant and such ee as the Board may romtime to time require, issue a share warrant.




Deposit of share warrant

72. 1) The bearer o a share warrant may at any time deposit the warrant at the oice o the Company, and so long asthe warrant remains so deposited, the depositor shall have the same right o signing a requisition or calling ameeting o the Company, and o attending, and voting and exercising the other privileges o a Member at anymeeting held ater the expiry o two clear days rom the time o deposit as i his name were inserted in theRegister o Members as the holder o the share included in the deposited warrant.

2) Not more than one person shall be recognised as depositor o the share warrant.

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

Privileges and disabilities of the holders of share warrant

73. 1) Subject as herein otherwise expressly provided, no person shall, as bearer o a share warrant sign a requisitionor calling a meeting o the Company, or attend or vote or exercise any other privileges o a Member at ameeting o the Company, or be entitled to receive any notices rom the Company.

2) The bearer o a share warrant shall be entitled in all other respects to the same privileges and advantages asi he was named in the Register o Members as the holder o the share included in the warrant, and shall bea Member o the Company.

Issue of new Share Warrant or Coupon

74. The Board may, rom time to time, make rules as to the terms on which (i it shall think t) a new share warrant orcoupon may be issued by way o renewal in case o deacement, loss or destruction.

CONVERSION OF SHARE INTO STOCK AND RECONVERSION

Shares may be converted into stock

75. The Company in General Meeting may convert any paid-up shares into stock; and when any shares have beenconverted into stock, the several holders o such stock may thenceorth transer their respective interest therein,or any part o such interest, in the said manner and subject to the same Regulations as, and subject to whichshares rom which the stock arose might have been transerred i no such conversion had taken place, or as near

thereto as circumstance will admit. The Company may at any time reconvert any stock into paid-up shares o anydenomination.

Right of stockholders

76. The holders o stock shall, according to the amount o stock held by them, have the same rights, privileges andadvantages as regards dividends, voting at meetings o the Company, and other matters, as i they held the sharesrom which the stock arose, but no such privilege advantage (except participation in the dividends and prots o theCompany and in the assets on winding-up) shall be conerred by an amount o stock which would not, i existing inshares, have conerred that privilege or advantage.

MEMBERS’ MEETINGS

Annual General Meeting

77. Annual General Meeting o the company may be convened subject to Section 166 and Section 210 o the Act bygiving not less than 21 days notice in writing. Subject to the provisions o Section 171 (2) a meeting may be convenedater giving a shorter notice.

Extra ordinary General Meeting

78. The Board may, whenever it thinks t, call an Extraordinary General Meeting and it shall do so upon a requisition inwriting by any Member or Members holding in the aggregate not less than one tenth o such o the paid-up capital;as at that date carried the right o voting in regard to the matter in respect o which the requisition has been made.



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Requisition of members to state Objects of Meeting

79. Any valid requisition so made by the Members must state the object or objects o the meeting proposed to be called,and must be signed by the requisitionists and be deposited at the oce; provided that such requisition may consisto several documents in like orm each signed by one or more requisitionists.

On receipt of requisition, Directors to call meeting and in default requisitionists may do so

80. Upon the receipt o any such requisition, the Board shall orthwith call an Extraordinary General Meeting; and

i it does not proceed within twenty-one days rom the date o the requisition being deposited at the Oce tocause a meeting to be called on a day not later than orty-ve days rom the date o deposit o the requisition, therequisitionists, or such o their number as represent either a majority in value o the paid-up. share capital held byall o them or not less than one-tenth o such o the paid-up share capital o the Company as is reerred to in Section169 (4) o the Act, whichever is less, may themselves call the meeting, but in either case any meeting so called shallbe held within three months rom the date o deposit o the requisition as aoresaid.

Meeting called by requisitionists

81. Any meeting called under the oregoing Articles by the requisitionists shall be called in the same manner, as nearly aspossible, as that in which meetings are to be called by the Board.

Quorum at General Meeting

82. Five members present in person shall be a quorum or a General Meeting.

Body corporate personally present

83. A body corporate being a member shall be deemed to be personally present i it is represented in accordance withSection 187 o the Act.

If quorum not present meeting to be dissolved or adjourned

84. I, at the expiration o hal an hour rom the time appointed or holding a meeting o the Company, a quorum shallnot be present, the meeting it convened by or upon the requisition o Members, shall stand dissolved, but in anyother case the meeting shall stand adjourned to the same day in the next week or i that day is a public holiday untilthe next succeeding day which is not a public holiday at the same time and place or to such other day at such othertime and place within the city or town in which the Oce o the Company is situate as the Board may determine, and

i at such adjourned meeting a quorum is not present at the expiration o hal an hour rom the time appointed orholding the meeting, the Members present shall be a quorum, and may transact, the business or which the meetingwas called.

85. The Chairman (i any) o the Directors shall be entitled to take the chair at every General Meeting, whether Annual orExtraordinary. I there be no such Chairman o the Directors, or i at any meeting he shall not be present within teenminutes o the time appointed or holding such meeting then the members present shall elect another Director asChairman and i no Director be present or i all Directors present decline to take the Chair, then the members presentshall elect one o their members to be the Chairman.

Business confined to election of Chairman Whilst chair vacant

86. No business shall be discussed at any General Meeting except the election o a Chairman, whilst the chair is vacant.

Chairman with consent may adjourn meeting

87. The Chairman with the consent o the meeting may adjourn any meeting rom time to time and rom place toplace within the city or town in which the oce o the Company is situated or the time being but no businessshall be transacted at any adjourned meeting other than the business let unnished at the meeting rom which theadjournment took place.

Question at General Meeting how decided

88. At any General Meeting a resolution put to the vote o the meeting shall be decided on a show o hands unless a pollis (beore or on the declaration o the result o the show o hands) demanded by a member or members present inperson or by proxy and holding shares in the Company which coner a power to vote on the resolution not being




less than 1/10th o the total voting power in respect o the Resolution or on which an aggregate sum o not less thanRs. 50,OOO/- has been paid up. The demand or a poll may be withdrawn at any time by the person or persons whomade the demand.

Chairman’s casting vote

89. In the case o any equality o votes, the Chairman shall both on a show o hands and at a poll (i any) have a castingvote in addition to the votes to which he may be entitled as a Member.

Demand for poll not to prevent transaction of other business

90. The demand or a poll except on the question o the election o the Chairman and o an adjournment shall notprevent the continuance o a meeting or the transaction o any business other than the question on which the pollhas been demanded.

Member in arrears not to vote

91. No member shall be entitled to vote either personally or by proxy at any General Meeting or meeting o a class o shareholders either upon a show o hands or upon a poll in respect o any shares registered in his name on whichany calls or other sums presently payable by him have not been paid or in regard to which the Company has, and hasexercised, any right o lien.

Number of votes to which member entitled92. Subject to the provisions o these Articles and without prejudice to any special privileges or restrictions as to voting

or the time being attached to any class o shares or the time being orming part o the capital o the Company, everymember, not disqualied by the last preceding Article shall be entitled to be present and to speak and vote at suchmeeting, and on a show o hands every member present in person shall have one vote and upon a poll the votingrights o every member whether present in person or by proxy, shall be in proportion to his share o the paid-upequity capital o the Company.

Casting of votes by a member entitled to more than one vote

93. On a poll taken at a meeting o the Company, a member entitled to more than one vote, or his proxy, or other personentitled to vote or him as the case may be, need not, i he votes, use all his votes or cast in the same way all the voteshe uses.

Votes of members of unsound mind and minors

94. A member o unsound mind or in respect o whom an order has been made by any court having jurisdiction inlunacy, may vote, whether on a show o hand or on a poll, by his committee or other legal guardian, and any suchcommittee or guardian may, on a poll vote by proxy. I any member be a minor, the votes in respect o his shareor shares shall be by his guardian or any o his guardians, i more than one, to be elected in case o dispute by theChairman o the meeting.

Votes of Joint members

95. I there be joint registered holders o any shares, any one o such persons may vote at any meeting or may appointanother person (whether a Member or not) as his proxy in respect o such shares as i he were solely entitled thereinbut the proxy so appointed shall not have any right to speak at the meeting and, i more than one o such joint-

holders be present at any meeting, that one o the said person so present whose name stands higher on the Registershall alone be entitled to speak and to vote in respect o such shares, but the other or others o the joint-holders shallbe entitled to be present at the meeting. Several executors or administrators o a deceased member in whose namesshare stand shall or the purpose o these Articles be deemed joint holders thereo.

Voting in person or by proxy

96. Subject to the provisions o these Articles votes may be given either personally or by proxy. A body corporate being amember may vote either by a proxy or by a representative duly authorised in accordance with Section 187 o the Actand such representative shall be entitled to exercise the same rights and powers (including the right to vote by proxy)on behal o the body corporate which he represents as the body could exercise i it were an individual member.



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Votes in respect of shares of deceased or insolvent members

97. Any person entitled under Article 62 to transer any shares may vote at any General Meeting in respect thereo inthe same manner as i he were the registered holder o such shares, provided that 48 hours, at least, beore the timeo holding the meeting or adjourned meeting as the case may be at which he proposed to vote he shall satisy theDirectors o his right to transer such shares and give such indemnity (i any) as the Directors may require or theDirectors shall have previously admitted his right to vote at such meeting in respect thereo.

Appointment of proxy98. Every proxy (whether a member or not) shall be appointed in writing under the hand o the appointer or his attorney,

or i such appointer is a corporation under the common seal o such corporation, or be signed by an ocer or an Attorney duly authorised by it and any committee or guardian may appoint such proxy. The proxy so appointed shallnot have any right to speak at the meeting.

Proxy either for a specified meeting or for specified period

99. An instrument o proxy may appoint a proxy either or purpose o a particular meeting specied in the instrumentand any adjournment thereo or it may appoint or the purposes o every meeting o the Company, or o everymeeting to be held beore the date specied in the instrument and any adjournment o any such meeting.

No proxy except for a body corporate to vote on a show of hands

100. A member present by proxy shall be entitled to vote only on a poll but not on a show o hands, unless such memberis a body corporate present by a representative in which case such proxy shall have a vote on the show o hand as i he were a member.

Deposit of instrument of proxy

101. The instrument appointing a proxy and the Power o Attorney or other authority (i any) under which it is signedor a notarially certied copy o that power or authority shall be deposited at the oce not later than orty eighthours beore the time or holding the meeting at which the person named in the instrument proposes to vote, andin deault the instrument o proxy shall not be treated as valid. No instrument appointing a proxy shall be valid aterthe expiration o twelve months rom the date o its execution.

Form of proxy

102. Every instrument o proxy whether or specied meeting or otherwise shall, as nearly as circumstances will admit, bein any o the orms set out in Schedule lX o the Act.

Validity of votes given by proxy notwithstanding death of member

103. A vote given in accordance within the norms o an instrument o proxy shall be valid notwithstanding the previousdeath or insanity o the Principal, or revocation o the proxy or o any power o attorney under which such proxy wassigned, or the transer o the share in respect o which the vote is given, provided that no intimation in writing o thedeath or insanity, revocation or transer shall have been received at the oce beore the meeting.

Time for objection to vote

104. No objection shall be made to the validity o any vote; except at any meeting or poll at which such vote shall betendered and every vote, whether given personally or by proxy, not disallowed at such meeting or poll shall be

deemed valid or all purposes o such meeting or poll whatsoever.

Chairman of any meeting to be the judge of validity of vote

105. The Chairman o any meeting shall be the sole judge o the validity o every vote tendered at such meeting. TheChairman present at the taking o a poll shall be the sole judge o the validity o every vote tendered at such poll.




DIRECTORS

Number of Directors

106. Until otherwise determined by the company in a General Meeting and subject to the provisions o Section 252 o the Act, the number o directors (excluding Debenture Directors and Directors appointed under Article 111 hereo and Alternate Directors) shall not be less than three nor more than Eighteen.

Resolution passed at the Annual General Meeting held on May 27, 2000

Non-retiring Directors

107. I and so long as Mr. N. R. Narayana Murthy and/or his relatives shall hold not less than 5% o the issued equity sharecapital o the Company, Mr. N. R. Narayana Murthy shall be the Managing Director o the Company and shall not beliable to retire by rotation.

Article 107 deleted by resolution of members adopted in the AGM held on June 14, 2003

108. The Board may appoint, rom time to time, one or more o their members to be the Managing Director or JointManaging Director or Wholetime Director or Deputy Managing Director or Manager o the Company on such termsand on such remuneration {whether by way o salary or commission, or partly in one and partly in another) as theymay think t and the directors so appointed shall not while holding that oce, be subject to retirement by rotationor taken into account in determining the rotation o retirement o directors, but their appointment shall be subject to

determination ipso acto i they cease rom any cause to be a director or i the company in General Meeting resolvethat their tenure o the oce o Managing Director or Joint Managing Director or Wholetime Director or DeputyManaging Director or Manager be determined.

109. Subject to the provisions o the Act, the Directors, may rom time to time entrust and coner upon a ManagingDirector or the time being such o the powers exercisable upon such terms and conditions and with such restrictionsas they may think t either collaterally with or to the exclusion o and in substitution or all or any o their ownpowers and rom time to time revoke, withdraw, alter or vary ail or any o such powers.

Appointment of special Directors

110. On behal o the Company, whenever Directors enter into a contract with any Government, Central, State or Local,any Bank or Financial institution or any person or persons (hereinater reerred to as “the appointer”) or borrowingany money or or providing any guarantee or security or or technical collaboration or assistance or or underwriting

or entering into any other arrangement whatsoever the Directors shall have, subject to the provisions o Section255 o the Act, the power to agree that such appointer shall have right to appoint or nominate by notice in writingaddressed to the Company one or more Directors on the Board or such period and upon such conditions as may bementioned in the agreement and that such Director or Directors may not be liable to retire by rotation nor be requiredto hold any qualication shares. The Directors may also agree that any such Director or Directors may be removedrom time to time by the appointer entitled to appoint or nominate them and the appointer may appoint another orothers in his or their place and also ll in any vacancy which may occur as a result o any such Director or Directorsceasing to hold that oce or any reason whatsoever. The Directors appointed or nominated under this Article shallbe entitled to exercise and enjoy all or any o the rights and privileges exercised and enjoyed by the Directors o theCompany including payment o remuneration and travelling expenses to such Director or Directors as may be agreedby the Company with the appointer.

Debenture Directors111. I it is provided by any Trust Deed, security or otherwise, in connection with any issue o debentures o the Company

that any person or persons shall have power to nominate a Director or Directors o the Company, then in the case o any and every such issue o debentures, the person or persons having such power may exercise such power rom timeto time and appoint a Director or Directors accordingly. Any Director so appointed is herein reerred to as “DebentureDirector”. A Debenture Director may be removed rom oce at any time by the person or persons in whom or thetime being is vested the power under which he was appointed and another director may be appointed in his place. Adebenture director shall not be bound to hold any qualication shares. A debenture director shall not i so agreed bythe company be liable to retire by rotation; but shall automatically cease to hold oce as a director i and when thedebentures are ully discharged.



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Nominee Directors

112. Nominee Directors: So long as any moneys remain owing by the Company to The Industrial Development Banko India, Industrial Finance Corporation o India, The Industrial Credit and Investment Corporation o IndiaLimited, The Industrial Reconstruction Corporation o India Limited, Lie Insurance Corporation o India, GeneralInsurance Corporation o India, National Insurance Company Limited, The Oriental Fire & General InsuranceCompany Limited, The New India Assurance Company Limited, United India Insurance Company Ltd., KarnatakaState Industrial Investment and Development Corporation Ltd. or any State Financial Corporation or any FinancialInstitution owned or controlled by the Central Government or any State Government or the Reserve Bank o India orby two or more o them by Central Government themselves (each o the above and Unit Trust o India are hereinaterreerred to as the Corporation) out o any loans/debentures, assistance granted by them to the Company or so long asthe Corporation holds or continues to hold Debentures/Shares in the Company as a result o any guarantee urnishedby the Corporation on behal o the Company and remaining outstanding, the Corporation shall have a right toappoint rom time to time, any person as Director, Wholetime or non-Wholetime (which Director or Directors, is/ are hereinater reerred to as ‘Nominee Director/s’) on the Board o the Company and to remove rom such oce anyperson or persons so appointed and to appoint any person in his or their places. The Board shall have no power toremove rom the oce o the Nominee Directors. At the option o the Corporation such Nominee Director/s shall notbe liable to retirement by rotation. Subject as aoresaid, Nominee Director/s shall be entitled to the same rights andprivileges and be subject to the same obligations as any other Directors o the Company.

Period of holding of office by Nominee Directors

113. The Nominee Director/s so appointed shall hold the said oce only so long as any moneys remain owing by theCompany to the Corporation or so long as the Corporation holds or continues to hold Debentures/shares in theCompany as a result o underwriting or by direct subscription or private placement or the liability o the Companyarising out o the guarantee is outstanding and the Nominee Director/s so appointed in exercise o the said powersshall ipso acto vacate such oce immediately the moneys owing by the Company to the Corporation are paid o or on the Corporation ceasing to hold Debentures/ shares in the Company or on the satisaction o liability o theCompany arising out o any guarantee urnished by the Corporation.

Co-option of Directors

114. Directors shall have power at any time and rom time to time to co-opt any other person as a director either to lla casual vacancy or as an additional director, so that the total number o directors shall not at any time exceed themaximum xed. Any director appointed to ll casual vacancy shall hold oce only upto the date upto which the

director in whose place he has been placed would have held the oce i it had not been vacated. Any additionaldirector shall hold oce only upto the date o next Annual General Meeting o the Company but shall be eligible orre-election at such meeting.

Alternate Directors

115. The Board may appoint an alternate director to act or a director (hereinater called “original director” during hisabsence or a period o not less than three months rom the State in which meetings o the Board are ordinarily held. An alternate director appointed under this Article shall not hold oce as such or a period longer than that permissibleto the original director and shall vacate oce i and when the original director returns to the State aoresaid. I theterm o oce o original director is determined beore he so returns to the State aoresaid any provision or automaticre-appointment o retiring directors in deault o another appointment shall apply to the original and not to thealternate director.

Qualification shares of Directors

116. A Director shall not be required to hold any qualication shares.

Remuneration of Directors

117. The remuneration o Directors and Executives o the Company, including the ees payable to the Directors o theCompany in attending the Meeting o the Board or the Committees o the Board, shall be determined by the Boardo Directors rom time to time, provided that the sitting ees payable to the Directors as aoresaid shall be within themaximum limits o such ees that may be prescribed under the proviso to Section 310 o the Companies Act, 1956.




Directors’ Travelling Expenses

118. In addition to the remuneration payable to them, the Directors shall be entitled to be paid all travelling, hotel andother incidental expenses properly incurred by them in attending and returning rom meetings o the Board o Directors or any Committee thereo or General Meetings or in connection with the business o the Company. Therules in this regard may be ramed by the Board o Directors rom time to time.

Special remuneration for performing extra services

119. I any Director be called upon to perorm extra services or special exertions or eorts (which expression shall includework done by a Director as a Member o any committee ormed by the Director(s)) the Board may arrange with suchDirectors or such special remuneration or such extra services or special exertions or eorts either by a xed sum orotherwise as may be determined by the Board and such remuneration may be either in addition to or in substitutionor his remuneration, subject to provisions o the Act and conrmation by the Company in General Meeting.

Directors may act notwithstanding any vacancy

120. The continuing Directors may act notwithstanding any vacancy in their body, but i and so long as their numberis reduced below the quorum xed by the Act or a meeting o the Board o Directors, the continuing Director orDirectors may act or the purpose o increasing the number o Directors to that xed or a quorum or or summoninga General Meeting but or no other purpose.

Terms of office of Directors121. Not less than two-thirds o the total number o Directors shall be persons whose period o oce is liable to

determination by retirement o Directors by rotation.

Retirement of Directors by rotation

122. At every annual general meeting o the Company one-third o such o the Directors or the time being as are liable toretire by rotation, or i their number is not three or a multiple o three, then the number nearest to one third, shallretire rom oce.

Ascertainment of Directors to retire

123. The Directors to retire by rotation under the oregoing article shall be those who have been longest in oce sincetheir last appointment but as between persons who become Directors on the same day, those who are to retire shall, in

deault o and subject to any agreement among themselves, be determined by lot. A retiring Director shall be eligibleor re-election.

Company to appoint successors

124. The Company, at the annual general meeting at which a Director retires in manner aoresaid, may, ll up the vacatedoce by electing the retiring Director or some other person thereto.

Provisions in default of appointment

125. a) I the place o the retiring Director is not so illed up and the meeting has not expressly resolved not to illthe vacancy, the meeting shall stand adjourned till the same day in the next week at the same time and place,or i that day is a public holiday, till the next succeeding day which is not a public holiday at the same timeand place.

b) I at the adjourned meeting also, the place o the retiring Director is not illed up and that meeting also hasnot expressly resolved not to ill the vacancy, the retiring Director shall be deemed to have been re-appointedat the adjourned meeting, unless:

i) at the meeting or at the previous meeting a resolution or the re-appointment o such Director has beenput to the meeting and lost;

ii) the retiring Director has, by s notice in writing addressed to the Company or its Board o Directorsexpressed his unwillingness to be so re-appointed;

iii) he is not qualiied or is disqualiied or appointment;



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iv) a resolution, whether special or ordinary is required or the appointment or reappointment by virtue o any provisions o the Act; or

v) the provision to sub-section (2) o Section 263 is applicable to the case.

Company may increase or reduce number of Directors

126. Subject to Sections 252, 256 and 259 o the Act, the Company in general meeting may rom time to time, increase orreduce the number o Directors, within the limits xed in that behal by these Articles.

Removal of Directors

127. The Company may (subject to the provisions o Section 284 o the Act) remove any Director beore the expiration o his period o oce and appoint another person in his stead.

PROCEEDINGS OF THE BOARD OF DIRECTORS

Meeting of Directors

128. The Directors may meet together as a Board or the dispatch o business rom time to time and shall so meet at leastonce in every three calendar months and at least our such meetings shall be held in every year. The Directors mayadjourn and otherwise regulate their meetings as they may think t.

Notice of Board Meetings

129. Notice o every meeting o the Board shall be given in writing to every Director or the time being in India and at hisaddress in India to every other Director.

Quorum

130. Subject to Section 287 o the Act, the quorum or a meeting o the Board shall be one-third o its total strength(excluding Directors, i any, whose places may be vacant at the time. and any raction contained in that one-thirdbeing rounded o as one), or two Directors whichever is higher. Provided that where at any time the number o interested Directors exceeds or is equal to two- thirds o the total strength, the number o the remaining Directors,that is to say, the number o the Directors who are not interested present at the meeting being not less than two, shallbe the quorum during such meeting.

Adjournment of meetings for want of quorum

131. I a meeting o the Board could not be held or want o quorum, then the meeting shall automatically stand adjournedto such other time as may be xed by the Chairman.

Secretary to call board Meeting

132. The Secretary shall, and when directed by any Director to do so, convene a meeting o the Board by giving a noticein writing to every other Director.

Chairman of Directors

133. The Directors shall choose one o their member to be the Chairman o the Directors who shall hold such oce until

the Directors otherwise determine. I at any meeting the Chairman o the Directors shall not be present at the timeappointed or holding the same, the Directors present shall choose some one o their member to be the Chairman o such meeting.

Questions how decided

134. Questions arising at any meeting o the Board shall be decided by a majority o votes and in the case o an equality o votes the Chairman shall have second or a casting vote.




Powers of Board Meeting

135. A meeting o the Board or the time being at which a quorum is present, shall be competent to exercise all or anyo the authorities, power and discretions which by or under the Act or the Articles o the Company are or the timebeing vested in or exercisable by the Board generally.

Appointment of Sub-committee

136. The Board may appoint rom time to time a sub-committee consisting o one or more Director(s) and or one or more

senior executive(s) o the Company to deal with matters relating to transer / transmission o shares / debentures andsuch other matters incidental thereto with such powers and duties, as the Board deems t.

Directors may appoint committees

137. Subject to the restrictions contained in Section 292 o the Act, the Board may delegate any o its powers to committeeso the Board consisting o such members o its body as it thinks t, and it may rom time to time revoke and dischargeany such committee o the Board either wholly or in part, and either as to persons or purposes. But every committeeo the Board so ormed shall in the exercise o the powers so delegated, conrm to any Regulations that may romtime to time be imposed on it by the Board. All acts done by any such committee o the Board in conormity withsuch Regulations and in ullment o the purpose o their appointment but not otherwise shall have the like orceand eect as i done by the Board.

Meetings of Committee how to be governed138. The meetings and proceedings o any such committee o the Board consisting o two or more members shall be

governed by the provisions herein contained or regulating the meetings and proceedings o the Directors so ar asthe same are applicable thereto and are not superseded by any Regulations made by the Directors under the lastpreceding Article. The provisions o Article 134 shall mutatis mutandis apply to the meetings o such committee.

Circular Resolution

139. No resolution shall be deemed to have been duly passed by the Board or by a Committee thereo by circulation,unless the resolution has been circulated in drat, together with the necessary papers, i any, to all the Directors orto all the members o the committee then in India (not being less in number than the quorum xed or a meeting o the Board or Committee, as the case may be), and to all other Directors or members o the Committee, at their usualaddress in India and has been approved by such o the Directors or members o the Committee as are then in India,

or by a majority o such o them as are entitled to vote on the resolution.

Validity of Directors Acts

140. All acts done by any meeting o the Board or by a Committee or by a sub-committee o the Board, or by any personacting as a Director shall notwithstanding that it shall aterwards be discovered that there was some deect in theappointment o such Directors, or persons acting as aoresaid, or that they or any o them were disqualied or hadvacated oce or that the appointment o any o them were disqualied or had vacated oce or that the appointmento any o them had been terminated by virtue o any provisions contained in the Act or in these Articles, be as validas i every such person had been duly appointed and was qualied to be a Director and had not vacated his oce orhis appointment had not been terminated. Provided that nothing in this Article shall be deemed to give validity toacts done by a Director ater his appointment has been shown to the Company to be invalid or to have terminated.

Powers of Directors

141. The business o the Company shall be managed by the Board o Directors, who may exercise all such powers o theCompany and do all such acts and things as are not, by the Act, or any other Act or by the Memorandum or bythe Articles o the Company required to be exercised by the Company in General Meeting, subject nevertheless tothe Regulations o these Articles to the provisions o the Act, or any other Act and to such Regulations being notinconsistent with the aoresaid Regulations or provisions as may be prescribed by the Company in General Meetingbut no Regulation made by the Company in General Meeting shall invalidate any prior act o the Board which wouldhave been valid i that Regulation had not been made. Provided that the Board o Directors shall not except with theconsent o the Company in General Meeting:-

a. sell, lease or otherwise dispose o the whole or substantially the whole o the undertaking o the Company, orwhere the company owns more than one undertaking, o the whole, or substantially the whole, o any suchundertaking;



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b. remit or give time or the repayment o, any debt by a Director;

c. invest, otherwise than in trust securities, the amount o compensation received by the company in respecto the compulsory acquisition o any such undertaking as is reerred to in Clause (a) or o any premises orproperties used or any such undertaking and without which it cannot be carried on or can be carried on onlywith diiculty or only ater a considerable time;

d. borrow moneys, where the moneys to be borrowed together with the moneys already borrowed by the company(apart rom temporary loans obtained rom the company’s Bankers in the ordinary course o business) will

exceed the aggregate o the paid-up capital o the company and its ree reserves, that is to say, reserves not setapart or any speciic purposes. Provided urther that the powers speciied in Section 292 o the Act shall beexercised only at meetings o he Board unless the same be delegated to the extent therein stated; or

e. contribute to Charitable and other unds not directly relating to the business o the Company or the welareo its employees any amounts, the aggregate o which will in any inancial year exceed Rupees Fity Thousandonly or ive percent o its average net proits as determined in accordance with the provisions o Sections 349and 350 o the Act during the three inancial years immediately preceding, whichever is greater.

Certain Powers to be exercised by the Board only at Meetings

142. The Board o Directors o the Company shall exercise the ollowing powers on behal o the Company and it shall doso only by means o resolutions passed at meetings o the Board:-

a. The power to make calls on share holders in respect o money unpaid on their shares;b. The power to issue debentures;

c. The power to borrow money otherwise than on debentures;

d. The power to invest the unds o the Company;

e. The power to make loans; Provided that the Board may, by a resolution passed at a meeting, delegate to anycommittee o Directors, the Manager or any other principal oicer o the company or in the case o a branchoice o the company, a principal oicer o the branch oice, the powers speciied in clauses (c), (d) and (e)o this Article to the extent speciied in sub-sections (2), (3) and (4) respectively o Section 292 o the Act,on such condition as the Board may prescribe. in respect o dealings between the company and its bankers.The exercise by the company o the powers speciied in Clause (c) shall mean the arrangement made by thecompany with its bankers or the borrowing o money by way o overdrat or cash credit or otherwise and notthe actual day to day operation on overdrat, cash credit or other accounts by means o which the arrangement

so made is actually availed o.

Certain Powers of the Board

143. Without prejudice to the general powers conerred by the last preceding Article and so as not in any way to limitor restrict these powers, and without prejudice to the other powers conerred by these Articles, but subject to therestrictions contained in the last preceding Article, it is hereby declared that the Directors shall have the ollowingpowers, that is to say, power:

1) To pay the costs, charges and expenses preliminary and incidental to the promotion, ormation, establishmentand registration o the company.

Payment out of Capital

2) To pay and charge to the capital account o the company any commission or interest lawully payable thereoutunder the provisions o Sections 76 and 208 o the Act,

To acquire property

3) Subject to Sections 292 and 297 o the Act to purchase or otherwise acquire or the Company any property,rights, privileges which the Company is authorised to acquire, at or or such price or consideration andgenerally on such terms and conditions as they think t, and in any such purchases or other acquisition toaccept such title as the Directors may believe or may be advised to be reasonably satisactory,




To pay for property, etc.

4) At their discretion and subject to the provisions o the Act, to pay or any property, rights, or privileges acquiredor services rendered in the Company either wholly or partially, in cash or in shares, bonds, debentures,mortgages, or other securities o the such amount credited as paid up thereon as may be agreed upon and anysuch bonds; debentures, mortgages or other securities may be either, specically charged upon all or any parto the property o the Company and its uncalled capital or not so charged.

To secure contracts5) To secure the ullment o any contracts or engagements entered into by the Company by mortgage or charge

o all or any o the property o the Company and its uncalled capital or the time being or in such manner asthey may think t.

To accept surrender of shares

6) To accept rom any member, as ar as may be permissible by law, a surrender o his shares or any part thereo,on such terms and conditions as shall be agreed.

To appoint Trustees

7) To appoint any person to accept and to hold in trust or the Company any property belonging to the Company,or in which it is interested, or or any other purposes; and to execute and do all such deeds and things as may

be required in relation to any such trust, and to provide or the remuneration o such trustee or trustees.

To bring and defend actions

8) To institute, conduct, deend, compound, or abandon any legal proceedings by or against the Company or itsocers or otherwise payment or satisaction o any debts due, and o any claims or demands by or against theCompany, and to reer any dierences to arbitration, and observe and perorm any awards made thereon.

To act in insolvency matters

9) To act on behal o the Company in all matters relating to bankrupts and insolvents.

To give receipts

10) To make and give receipts, releases and other discharges or moneys payable to the Company, and or theclaims and demands o the Company.

To invest moneys

11) Subject to the provisions o Sections 292, 293 (1) (c), 295, 370 and 372 o the Act, to invest, deposit and dealwith any moneys o the Company not immediately required or the purpose thereo, upon such security (notbeing shares o this Company), or without security and in such manner as they may think t, and rom timeto time to vary or realise such investments. Save as provided in Section 49 o the Act, all investments shall bemade and held in the Company’s own name.

To provide for Personal Liabilities

12) To execute in the name and on behal o the Company in avour o any Director or other person who mayincur or be about to incur any personal liability whether as principal or surety; or the benet o the Companysuch mortgages o the Company’s property (present and uture) as they think t; and any such mortgage maycontain a power o sale, and such other powers, provisions, covenants and agreements as shall be agreedupon.

To authorise acceptances

13) To determine rom time to time who shall be entitled to sign, on the Company’s behal, bills, notes, receipts,acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents and to givenecessary authority or such purpose.



t | 29

To distribute bonus

14) To distribute by way o bonus amongst the sta o the Company a share in the prots o the Company, and togive to any ocer or other person employed by the Company a commission on the prots o any particularbusiness or transaction and to charge such bonus or commission as part o the working expenses o theCompany.

To provide for welfare of employees

15) To provide or the welare o Directors or Ex-Directors or employees or ex-employees o the Company andtheir wives, widows and amilies or the dependants or connections o such persons by building or contributingto the building o houses, dwellings or chawls or by grants o moneys, pensions, gratuities, allowances, bonusor other payments; or by creating and rom time to time subscribing or contributing to provident and otherassociations, institutions or unds or trusts and by providing or subscribing or contributing towards placeso instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistanceas the Board shall think t, and subject to the provisions o Section 293 (1) (e) o the Act. To subscribe orcontribute or otherwise to assist or to guarantee money to any charitable, benevolent, religious, scientic,national or other institutions or objects which shall have any moral or other claim to support or aid by theCompany either by reason o locality o operation, or o public and general utility or otherwise.

To create reserve fund

16) Beore recommending any dividend to set aside, out o the prots o the Company such sums as they maythink proper or depreciation or to a Depreciation Fund or to an Insurance Fund or as a Reserve Fund orSinking Fund or any special und to meet contingencies or to repay debentures or debenture-stock, or orspecial dividends or or equalising dividends or or repairing, improving, extending and maintaining any o the property o the Company and or such other purposes (including the purposes reerred to in the precedingclause), as the Board may in their absolute discretion think conducive to the interest o the Company, andsubject to Section 292 o the Act, to invest the several sums so set aside or so much thereo as required tobe invested, upon such investments (other than shares o the Company) as they think t, and rom time totime to deal with and vary such investments and dispose o and apply and expend all or any part thereo orthe benet o the Company, in such manner and or such purposes as the Board in their absolute discretion,think, conducive to the interest o the company notwithstanding that the matters to which the Board apply orupon which they expend the same, or any part thereo, may be matters to or upon which the capital moneyso the company might rightly be applied or expended, and to divide the reserve und into such special unds

as the Board may think t with ull power to transer the whole or any portion o the Reserve Fund into suchspecial unds as the Board may think t, with ull power to transer the whole or any portion o a Reserve Fundor division o a Reserve Fund and with ull power to employ the assets constituting all or any o the aboveunds, including the Depreciation Fund, in the business o the company or in the purchase or repayment o debentures or debenture-stock, and without being bound to keep the same separate rom the other assets andwithout being bound to pay interest on the same with power however to the Board at their discretion to payor allow to the credit o such unds interest at such rate as the Board may think proper.

To appoint managers etc.

17) To appoint, and at their discretion remove or suspend such general managers, secretaries, assistants,supervisors, clerks, agents and servants or permanent, temporary or special services as they may rom time totime think t, and to determine their powers and duties and x their salaries, or emoluments or remuneration,and to require security in such instances and to such amount as they may think t.

And also rom time to time to provide or the management and transaction o the aairs o the company in anyspecied locality in India or elsewhere in such manner as they think t.

To comply with local Laws

18) To comply with requirements o any local law which in their opinion it shall in the interest o the Companybe necessary or expedient to comply with.




To appoint local board

19) From time to time and at any t ime to establish any Local Board or managing any o the aairs o the Companyin any specied locality in India or elsewhere and to appoint any persons to be Members o such Local Boards.and to x their remuneration.

To delegate powers

20) Subject to Section 292 o the Act, rom time to time and at any time to delegate to any persons so appointed

any o the powers, authorities and discretions or the time being vested in the Board, other than their powerto make call or to make loans or borrow moneys and to authorise the members or the time being o any suchLocal Board, or any o them, to ll up any vacancies therein and to act notwithstanding vacancies, and anysuch appointment or delegation may be made on such terms, and subject to such conditions as the Boardmay think t, and the Board may at any time remove any persons so appointed and may annul any suchdelegation.

To authorise by power of attorney

21) At any time and rom time to time by Power o Attorney under the Seal o the Company, to appoint anyperson or persons to be the Attorney or Attorneys o the Company, or such purposes and with such powers,authorities, and discretions (not exceeding those vested in or exercisable by the Board under these presentsand excluding the power to make calls and excluding also except in the limits authorised by the Board, thepower to make loans and borrow moneys) and or such period and subject to such conditions as the Boardmay rom time to time think t, and any such appointment may (i the Board thinks t) be made in avouro the members o any local board, established as aoresaid or in avour o any company or the shareholders,directors, nominees or managers o any company or rm or otherwise in avour o any fuctuating body o persons whether nominated directly, or indirectly by the Board and any such Power o Attorney may containsuch powers or the protection or convenience o persons dealing with such Attorneys as the Board may thinkt, and may contain Powers enabling any such delegates or Attorneys as aoresaid to sub-delegate all or anyo the Powers, authorities and discretions or the timebeing vested in them.

To negotiate.

22) Subject to Sections 294 and 297 o the Act or or in relation to any o the matters aoresaid or otherwise orthe purposes o the Company to enter into all such negotiations and contracts and rescind and vary all suchcontracts, and execute and do all such acts. deeds, and things in the name and on behal o the Company as

they may consider expedient.

To make and vary Regulations

23) From time to time make, vary or repeal bye-laws or the regulation o the business o the Company, its ocersand servants.

Amendments to Accounts

24) The directors shall, i they consider it to be necessary and in the interest o the company, be entitled to amendthe Audited Accounts o the company o any nancial year which have been laid beore the Company inGeneral Meeting. The amendments to the Accounts eected by the directors in pursuance o this Article shallbe placed beore the members in General Meeting or their consideration and approval.

To formulate schemes, etc.

25) The directors may ormulate, create, institute or set up such schemes, trusts, plans or proposals as theymay deem t or the purpose o providing incentive to the ocers, employees and workers o the company,including without limiting the generality o the oregoing, ormulation o schemes or the subscription by theocers, employees and workers to shares in, or debentures o, the company.

Signing of cheques

144. All cheques, promissory notes, drats, bills o exchange, and other negotiable instruments, and all receipts or moneyspaid by the company, shall be signed, drawn, accepted or otherwise executed as the case may be, in such manner asthe directors shall rom time to time by resolution determine.



t | 31

Foreign register

145. The company may exercise the powers conerred upon the company by Sections 157 and 158 o the Act with regardto the keeping o branch registers o members or debenture holders residing in any State or Country outside India,and the directors may (subject to the provisions o those Sections) make and vary such Regulations as they may thinkt respecting the keeping o any such register.

Declaration of secrecy

146. Every director including Managing, Wholetime, Debenture or Special Director, Manager, Secretary, Treasurer, Trusteesor the time being o the company, member or Debenture holder, member o a committee, ocer, servant, agent,accountant or any other person employed in or about the company business shall i so required by the Board o Directors beore entering upon his duties, sign a declaration pledging himsel to observe strict secrecy respecting alltransactions o the company with its customers and the state o accounts with individuals and all manuacturing,technical and business inormation o the company, except when required so to do by the Board or by any meetingor by a Court o law and except so ar as may be necessary in order to comply with any o the provisions in these Articles contained.

Secrecy of works and information

147. No member or other person (not being a director) shall be entitled to visit or inspect any works o the companywithout the permission o the directors or to require discovery o any inormation concerning the business, tradingor customers o the Company, or any matter which is or may be in the nature o a trade secret, mystery o trade,secret process, or any other matter which may relate to the conduct o the business o the Company and which in theopinion o the Directors, it would be inexpedient in the interest o the Company to disclose.

Prohibition of simultaneous appointment of Managing Director and Manager

148. The Company shall not appoint or employ at the same time more than one o the ollowing categories o managementpersonnel namely:

a. Managing Director and

b. Manager

Secretary

149. The Directors shall rom time to time appoint a Secretary and at their discretion remove any such Secretary to

perorm any unctions, which by the Act are to be perormed by the Secretary and to execute any other ministerial oradministrative duties, which may rom time to time be assigned to the Secretary by the Directors. The Director mayalso at any time appoint any person or persons (who need not be the Secretary) to keep the registers required to bekept by the Company.

The Seal, its custody and use

150. a. The Board shall provide a Common Seal or the purposes o the Company and shall have power rom timeto time to destroy the same and substitute a new seal in lieu thereo and the Board shall provide or the saecustody o the Seal or the time being and the Seal shall never be used except by the authority o the Board ora Committee o the Board previously given.

b. The Company shall also be at liberty to have an oicial Seal in accordance with Section 50 o the Act, or usein any territory, district or place outside India.

Deed how executed

151. Every Deed Or Other instrument, to which the Seal o the Company is required to be axed, shall unless the sameis executed by a duly constituted attorney be signed by one Director or some other person appointed by the Boardor the purpose provided that in respect o the Share Certicate the Seal shall be axed in accordance with Rule 6 o the Companies (Issue o Share Certicates) Rules, 1960.




Division of profits

152. The prots o the Company, subject to any special rights relating thereto created or authorised to be created by these Articles, shall be divisible among the Members in proportion to the amount o capital paid-up or credited as paid-upand to the period during the year or which the capital is paid-up on the shares held by them respectively.

The Company in general meeting may declare dividends

153. Subject to the provisions o Section 205 o the Companies Act, 1956 the Company in General Meeting may declare

dividends, to be paid to its Members according to their respective rights but no dividends shall exceed the amountrecommended by the Board, but the Company in General Meeting may declare a smaller dividend.

Interim Dividend

154. The Board may, rom time to time, pay to the members such interim dividend as in their judgement the position o the Company justies.

Capital paid-up in advance carrying interest not to earn dividend

155. Where capital is paid in advance o calls, such capital may carry interest but shall not be in respect thereo coner aright to dividend or participate in prots.

Dividend to be paid pro-rata

156. a. Subject to the rights o persons, i any, entitled to shares with special rights as to dividends, all dividendsshall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereo dividend is paid but i and so long as nothing is paid upon any shares in the Company, dividends may bedeclared and paid according to the amounts o the shares.

b. No amount paid or credited as paid on shares in advance o calls shall be treated or the purpose o thisregulation as paid on shares.

c. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on theshares during any portion or portions o the period in respect o which the dividend is paid. But i any sharesis issued on terms providing that it shall rank or dividend as rom a particular date such shares shall rankor dividend accordingly.

Retention of Dividends until completion of transfer under Article 62157. The Board may retain the dividends payable upon shares in respect o which any person is, under Article 62 entitled

to become a Member, which any person under that Article is entitled to transer, until such person shall become amember in respect o such shares or shall duly transer the same.

Dividend, etc. to joint-holders

158. Any one o the several persons who are registered as the joint-holders o any share may give eectual receipts orall dividends or bonus and payment on account o dividends or bonus or other moneys payable in respect o suchshares.

No member to receive dividend whilst indebted to the Company and Company’s right to reimbursementthereof

159. No member shall be entitled to receive payment o any interest or dividend in respect o his share or shares, whilstany money may be due or owing rom him to the Company in respect o such share or shares or otherwise howsoevereither alone or jointly with any other person or persons; and the Board may deduct rom the interest or dividendpayable to any member all sums o money so due rom him to the Company.

Transfer of shares to be registered

160. A transer o shares shall not pass the right to any dividend declared thereon beore the registration o the transer.

Manner of payment of dividend

161. Unless otherwise directed, any dividend may be paid by cheque or warrant or by a pay slip or receipt having theorce o a cheque or warrant sent through the post to the registered address o member or person entitled or in case



t | 33

o joint holder to that one o them rst named in the Register in respect o the joint holder. Every such cheque orwarrant shall be made payable to the order o the person to whom it is sent. The company shall not be responsibleor any cheque or warrant or pay slip or receipt lost in transmission or or any dividend lost to the member or personentitled thereto by the orged signature o any pay slip or receipt or the raudulent recovery o the dividend by anyother means.

Interest on dividends

162. No unpaid dividend shall bear interest as against the Company. No unclaimed dividend shall be oreited by theBoard unless the claim thereto becomes barred by law and the Company shall comply with all the provisions o Section 205A o the Act in respect o unpaid or unclaimed dividend.

Dividend and call together

163. Any General Meeting declaring a dividend may on the recommendation o the Directors make a call on the Memberso such amount as the meeting xes, but so that the call on each member shall not exceed the dividend payable tohim and so that the call may be made payable at the same time as the dividend and the dividend may, i so arrangedbetween the Company and the Members, be set o against the call.

Capitalisation of profits

164. 1) The Company in General Meeting may, upon the recommendation o the Board, resolve;-

a) that it is desirable to capitalise any part o the amount or the time being standing to the credit o any o the company’s reserve accounts or to the credit o the proit and loss account, or otherwise available ordistribution; and

b) that such sum be accordingly set ree or distribution in the manner speciied in clause (2) amongstthe members who would have been entitled thereto, i distributed by way o dividend and in the sameproportions.

2) The sum aoresaid 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 any amounts or the time being unpaid on any shares held by such member respectively;

ii) paying up in ull, unissued shares o the company to be allotted and distributed, credited as ully paidup to and amongst such members in the proportions aoresaid; or

iii) partly in the way speciied in sub-clause (i) and partly in that speciied in sub-clause (ii).

3) A share premium account and a capital redemption reserve account may, or the purpose o this Regulation,only be applied in the paying up o unissued shares to be issued to members o the company as ully paidbonus shares.

4) The Board shall give eect to the resolution passed by the Company in pursuance o this Regulation.

165. 1) Whenever such a resolution as aoresaid shall have been passed, the Board shall:-

a) make all appropriation and application o the undivided proits resolved to be capitalised thereby, andall allotments and issues o ully paid shares, i any; and

b) generally do all acts and things required to give eect thereto.

2) The Board shall have ull power:-

a) to make such provision, by the issue o ractional certiicates or by payment in cash or otherwise,as it thinks it, or the case o shares or debentures becoming distributable in raction; and also

b) to authorise any person to enter, on behal o all the members entitled thereto, into an agreementwith the Company providing or the allotment to them respectively, credited as ully paid up, o anyurther shares to which they may be entitled upon such capitalisation or (as the case may require)or the payment o by the company on their behal by the application thereto o their respectiveproportion o the proits resolved to be capitalised, o the amounts or any part o the amountsremaining unpaid on their existing shares.

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




Board Report

166. There shall be attached to every such balance sheet a report o the Board as to the state o the Company’s aairs andas to the amounts, i any, which it proposes to carry to any reserves in such balance sheet and the amount, i any,which it recommends should be paid by way o dividend; and material changes and commitments, i any, aectingthe nancial position o the Company which have occurred between the end o the nancial year o the companyto which the balance sheet relates and the date o the report. The Board’s report shall so ar as is material or theappreciation o the state o the Company’s aairs by its members and will not in the Board’s opinion be harmul to thebusiness o the company or any o its subsidiaries, deal with any changes which have occurred during the nancialyear in the nature o the Company’s business, in the Company’s subsidiaries or in the nature o the business carriedon by them and generally in the classes o business in which the company has an interest and any other inormationas may be required by Section 217 o the Act. The Board shall also give the ullest inormation and explanations in itsreport aoresaid or in an addendum to that report, on every reservation, qualication or adverse remark contained inthe auditor’s report. The Board’s report and any addendum thereto shall be signed by its Chairman i he is authorisedin that behal by the Board; and when he is not so authorised, shall be signed by not less than two Directors.

Signing of Balance Sheet

167. The prot and loss account and balance sheet shall be signed by the Secretary i any, and by not less than twoDirectors, one o whom shall be a Managing Director i there is one provided that i there is only one Director presentin India at the time, the prot and loss account and balance sheet shall be signed by such Director but in such a casethere shall be attached to the prot and loss account and balance sheet a statement signed by such Director explaining

the reason or non-compliance with the aoresaid provision requiring the signature o Directors. The prot and lossaccount shall be annexed to the balance sheet and the auditor’s report (including the auditor’s separate, special orsupplementary report, i any), shall be attached thereto, and such report shall be read beore the Company in generalmeeting and shall be open to inspection by any member.

Rights of members to copies of Balance Sheet and Auditor’s Report

168. The Company shall comply with the requirements o Section 219 o the Act.

DOCUMENTS AND NOTICES

Service of documents or notices on members by the Company

169. A document or notice may be served or given by the Company on any member either personally or by sending it bypost to him to his registered address, or (i he has no registered address in India) to the address supplied by him tothe Company or serving documents or notices on him.

Manner of service of documents or notices

170. Where a document or notice is sent by post, service o the document or notice shall be deemed to be eected byproperly addressing; prepaying and posting a letter containing the documents or notice, provided that where amember has intimated to the Company in advance that documents or notices should be sent to him under a certicateo posting or by registered post with or without acknowledgement due and has deposited with the Company a sumsucient to deray the expenses o doing so, service o the document or notice shall not be deemed to be eectedunless it is sent in the manner intimated by the Member and such service shall be deemed to have been eected inthe case o notice o a Meeting at the expiration o orty-eight hours ater the letter containing the document or noticeis posted and in any other case at the time o which the letter would be delivered in the ordinary course o post.

By Advertisement

171. A document or notice advertised in a newspaper circulating in the city in which the oce o the Company is situatedshall be deemed to be duly served or sent on the day on which the Advertisement appears on or to every Memberwho has no registered address in India and has not supplied to the Company an address within India or the servingo documents on or the sending o notice to him.

On personal representatives, etc.

172. A document or notice may be served or given by the Company on or to persons entitled to a share in consequence o the death or insolvency o a member by sending it through the post in a prepaid letter addressed to them by name or



t | 35

by the title o representative o the deceased, or assignee o the insolvent or by any like description, at the address (i any) in India supplied or the purpose by the persons claiming to be so entitled or (until such an address) has beenso supplied by serving the documents or notice in any manner in which the same might have been given i the deathor insolvency had not occurred.

On joint-holders

173. A document or notice may be served or given by the Company to the joint holders o share by serving or giving the

document or notice on or to the joint holder named rst in the register o members in respect o the share.

To whom documents or notices must be served or given

174. Documents or notices o every General Meeting shall be served or given in some manner hereinbeore authorised onor to (a) every Member, (b) every person entitled to a share in consequence o the death or insolvency o a memberand (c) the Auditor/s or the time being o the Company.

Members bound by documents or notices served on or given to previous holders

175. Every person, who, by operation o law, transer or other means whatsoever, shall become entitled to any share shallbe bound by every document or notice in respect o such share. which prior to his name and address being enteredon the Register o Members, shall have been duly served on or given to the person rom whom he derives his title tosuch share.

Documents or notices by Company and signature thereof

176. Any document or notice to be served or given by the Company may be signed by a Director or some personduly authorised by the Board o Directors or such purposes and the signature thereto may be written, printed orlithographed.

Service of documents or notice by member

177. All documents or notices to be served or given by Members on or to the Company or any ocer at the oce by postunder a Certicate o Posting or by Registered Post, or by leaving it at the oce.

WINDING UP

Distribution of Assets

178. The Liquidator on any winding up (whether voluntary and supervision or compulsory) may with the sanction o aSpecial Resolution, but subject to the rights attached to any preerence share capital, divide among the contributoriesin specie any part o the assets o the Company and may, with the like sanction, vest any part o the assets o theCompany in trustees upon such trusts or the benet o the contributors, as the liquidator, with the like sanction shallthink t.

INDEMNITY AND RESPONSIBILITY

Officer’s and others right to indemnity

179. Every ocer or agent or the time being o the Company shall be indemnied out o the assets o the Company

against all liability incurred by him in relation to the business o the company in deending any proceedings whethercivil or criminal in which judgement is given in his avour or in which he is acquitted or in connection with anyapplication under Section 633 o the Act in which relie is granted to him by the Court.

Directors, Managers etc. not liable for acts of others

180. Subject to provisions o Section 201 o the Act no Director, Manager or other Ocer o the Company shall be liableor the act, receipts, neglects o any other director or ocer or or joining in any receipts or other act or conormityor or any loss or expenses happening to the company through the insuciency or deciency o title to any propertyacquired by order o the directors, or and on behal o the company or or the insuciency or deciency o anysecurity in or upon which any o the moneys o the company shall be invested or or any loss or damage arising



rom bankruptcy, insolvency or tortious act o any person with whom any moneys, securities, or eects shall bedeposited or or any loss occasioned by an error o judgement or oversight on his part, or or any other loss, damagesor misortunes whatever which shall happen in the execution o the duties o this ocer or in relation thereto unlessthe same happens through his own dishonesty.

We the several persons whose names and addresses are subscribed below are desirous o being ormed into a Companyin pursuance o this Articles o Association and we respectively agree to take the number o shares in the Capital o theCompany set opposite to our respective names.

Signature, Name, Address, descriptionand occupation o Subscribers

Number o Equity Shares taken bySubscriber

Signature, Name, Address, descriptionand occupation o Witness

Nagavara Ramarao Narayana Murthy

(Son o Nagavara Ramarao)

Flat 6, Padmanabhan Apartment,

1126/2, Shivajinagar,

Pune - 411 016

Consultant

1

(One equity)

Nadathur Srinivasa Raghavan

(Son o N. Sarangapani)

5, “Ravikripa”, Station Road,

Matunga (C. R.),

Bombay- 400019.

Consultant

1

(One equity)

Senapathy Gopalakrishnan

(Son o P. G. Senapathy)

Krishna Vihar, Kalapalayam Lane,

Pathenchanthai,

Trivandrum - 695 001.Consultant

1

(One equity)

VIPUL DEVENDRA

KINKHABWALA

(S/o. Devendra Vithaldas

Kinkhabwala)

14, Thakurdwar Road,Zaveri Building, Bombay - 400 002.

Service

Nandan Mohan Nilekani

(Son o M. R. Nilekani)

37, Saraswatput,

Dharwar - 580 002.

KARNATAKA

Consultant

1

(One equity)

4

(One equity)Dated this 15th day o June 1981.