THE COMPANIES ACT, 1956(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

OF

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I. The Name of the Company ...........................................

II. The Registered Office of the Company will be situated in the State of Andhra Pradesh

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

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

1. To carry on the business of manufacturing, producing, directing, processing, exhibiting, organizing, commercializing, promoting, projecting, participating, manipulating, treating, altering, developing, exposing, editing, exhibiting, copying, recopying, dubbing, displaying, printing, publishing, adverting, making known to public, duplicating, finishing, buying selling, running, tracking, importing, exporting, dealing, managing, directing recording and to act as broker, agent, consultant, advisor, director, promoter, distributor, copyright owner, assignor or assignee, video right owner, audio and video right owner, cine studio owner, theatre owner, laboratory owner, studio owner, of every kind of paintings, arts, portraits, murals, tele films, documentary films, independent films, short films, art & commercial films in the domestic as well as international market and to provide training for promotion of art by way of museums, art galleries, auction houses, production & distribution houses festivals and business houses.

2. To Carry on all or any of the business or producers, distributors, dealers, agents, hiers, lessors and exhibitors of cinematograph films, Telefilms, Video Films in any language either alone or jointly with any other individual, Firm, Company, Association of any origin or a contact in part of the world And to construct, purchase, acquire, develop, sell or licence studios, shooting locations, audio & video productions and processing facilities, shooting equipments and conduct art exhibitions and festivals in India & abroad and to purchase, acquire, sell, distribute all kinds of motion pictures, full length feature Films, Telefilms, Documentaries, Educational Films, Advertising Films in all Languages and Dubbing of Picture produced in different Languages.

3. To establish, construct, exchange, purchase, take on lease or hire or otherwise acquire and maintain, and to sell, give on lease or hire, deal studios, laboratories, cinemas, picture places, halls, multiplex theatres, l-max theatres, auditoriums etc., for production, processing and printing of films and to carry on the business of exhibiting and distributing cinematographic films, television films video films and acquiring or selling rights therein And do the business of Media communication, Media entertainment, production of films in digital or non-digital film distribution, Event management, and Event co-ordination and acquire rights of national & international films of digital or non-digital And acquire rights for Satellite Channels, TV Channels.

4. To engage in the business of consultancy and as an advisory in the field of producing, directing, financing or exhibiting a film of any kind or art or conduct exhibitions in the capacity of a consultant or service provider.

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B. THE OBJECTS THAT ARE INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE:

1. To purchase, take on lease, or in exchange, hire or otherwise acquire any estates, land or lands in India or elsewhere, and any rights, privileges, and easements and concessions and factories, machinery, implements, tools, live and dead stock, stores effects and other property, real or personal, immovable or any kind and to improve, manage, work, develop, lease, mortgage, abandon or otherwise deal with all or any of the properties of the Company, rights, concessions of the Company.

2. To undertake and carry on any transaction or operation commonly undertaken or carried on which may seem to the company capable of being conveniently carried on in connection with any of the objects of the company, or which may be thought calculated directly or indirectly to enhance the value of or render profitable, any of the company’s property or rights.

3. To buy, sell, acquire and hold shares, stocks, debentures, bonds, obligations and securities issued or guaranteed by any company constituted or carrying on business in India or elsewhere.

4. To acquire by purchase or otherwise for the business of the company in India or elsewhere, any lands, factories, buildings, mills, plants, engines, machinery and other things found necessary and to procure registration, incorporation or recognition in any place in India or outside India, for the purpose of the Company.

5. To enter into any arrangement or agreement with any Government, state or authority, municipal, local or otherwise, or any Corporation, Companies or persons that may seem conducive to the attainment of the Company’s objects or any of them and to obtain from any such Government, State authority, Corporation, Company or persons any rights, privileges or concessions and to carry out, exercise and comply with such arrangement or agreement.

6. To procure or other recognition of the Company in any country, States or place and to establish and regulate agencies for the purpose of the Company's business.

7. To invest the surplus moneys and assets of the Company, upon such securities or otherwise in such manner, as may from time to time, be determined by the Directors.

8. To establish and carry on and to promote the establishment of and carrying on, any property in which the company is interested, of any business which may be conveniently carried on upon or in connection with such property, and the establishment of which may seem calculated to enhance the value of the company’s interest in such property, or to facilitate the disposal thereof.

9. To draw, make, accept, endorse, execute, issue and negotiate Bills of Exchange, Promissory Notes, Cheques, Drafts, Hundies, and other instruments of every description.

10. To enter into arrangements in India or elsewhere, for Technical collaboration and/or other forms of assistance including capital participation with foreign or Indian manufacturers, person or persons, corporation or company carrying on or about to carry on or engage in any business or transaction which this company is authorised to carry on or engage in, if such arrangement are deemed directly or indirectly benefit this company, to pay or receive payments as in the case may be for such

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technical assistance or collaboration, royalties or other fees in cash or by allotment of shares to other capital of the company credited as paid up or issue or debentures/stock.

11. To acquire, take over and undertake the whole or any part of any business as a going concern along with all assets, liabilities, licenses, quotas, rights, entitlements, etc. from any person, firm or company; to enter into partnership or into any arrangement for sharing profits, union of interest, co-operations, joint ventures, reciprocal concessions or otherwise with any person or company carrying on or engaged in or about to carry on or engage in, any business or transactions which this Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as to directly or indirectly benefit this Company, and to guarantee the contracts of or otherwise assist any such person or company and to take or otherwise acquire shares and securities of any such Company and to sell, hold, reissue with or without guarantee or otherwise deal with the same.

12. To advance, invest, lend and deal with the Company’s surplus money to such person or company and in or upon such investments or securities and generally in such manner as may from time to time be determined.

13. Subject to the provisions of the Companies Act, 1956 to receive money on deposit, at interest or otherwise and to lend and advance money with or without security to such persons and companies and on such terms as may seem expedient. However the Company shall not do the business of Banking as defined in the Banking Regulations Act, 1949.

14. To give donations or subscriptions to any religious charitable or social institutions or to give any charity incidental to or conducive to the objects of the company.

15. To appoint attorneys for and on behalf of the company and to execute the necessary powers to the said attorneys to act for and on behalf of the company, and to revoke all or any such powers and appointments as may be deemed expedient.

16. To insure the whole or any part of the property of the company either fully or partly paid up to protect and indemnify the company from liability or loss in any respect and to establish insurance coverage to the directors/employees of the company by way of insurance arrangements with insurance companies in or out side the country against all possible indemnity to their health and life including professional and other liabilities which may arise during the normal course business.

17. To undertake financial and commercial obligations, transactions and operations of all kinds in relation to the company.

18. To undertake research, develop and apply for, purchase or otherwise acquire patents, trademarks, copy rights, secret processes, formulae, methods, designs, blueprints, drawings and other technical and commercial data with respect to the products with in the scope of the company, and to license, sell and otherwise deal in patents, trademarks and commercial and technical data acquired by the company and to enter any agreements with any person, firm or company whether domestic or foreign, to obtain any rights, privileges, and licenses and concessions regarding the patents, trademarks and other intimation as aforesaid.

19. Suject to the provisions of the Companies Act, 1956 and the amendments thereto from time to time, to take part in the management, supervision or control of business or operation of any company or undertaking and for the purpose to appoint and remunerate any directors, accountants, or other experts or agents

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and to depute to foreign countries, employees or any other person for investigating possibilities of any trade connections or for promoting the interest of the company and to pay all expenses incurred in this connection.

20. To give guarantee and to provide security to the payment of money unsecured or secured by or payable under, or in respect of promissory notes, debentures, stocks, contracts, mortgages, charges, obligations, instruments, securities of any company or of any authority, supreme, municipal, local or otherwise or of any person whosoever, whether incorporated or not and to discharge any debt or other obligation of or binding upon this or any other company or person by mortgage or charge upon all or any part of the undertaking, property and rights of the Company (either present or future or both) including its uncalled capital or by the creation or issue of debentures, debenture stock or other securities or by any other means.

21. To sell, exchange, mortgage (with or without power of sale) assign, lease, subject and generally otherwise deal with the whole or any part of the business, estate property or undertaking of the company, as a going concern, to any person or persons association or associations or otherwise for such consideration as the company may think fit, either for cash or for shares, debentures, or securities for any other company having objects altogether or in part, similar to the objects of this company and to hold or distribute among the members in specie or otherwise the whole or part of the consideration for such sale or amalgamation with any person, company or association.

22. To provide for the welfare of employees (including Directors and ex-Directors) of the Company and wives/families or the dependents by building or contributing to the building of dwelling houses or quarters, grant money, pensions, gratuities, allowances, bonuses or benefits or any other payments by providing or subscribing or contributing to provident Fund, institutions funds, profit sharing or other schemes or trusts and by providing or contributing towards place of instruction and recreation, hospitals and dispensaries, medical and other attendance as the company shall think fit.

23. To pay for any property or rights acquired by the Company either in cash or fully or partly paid shares with or without preferred or deferred rights in respect of dividends or repayment of Capital or otherwise or by any securities which the Company has power to issue or partly in one mode and partly in another and generally on such terms as the Company may determine.

24. To enter into all contracts with persons in India or outside for the purchase or sale of all goods, materials, commodities, metals, minerals, jewels, stores, provisions, and produce of all kinds both raw and manufactured for the business of the company and to make advances to persons in India or outside in respect of such contracts for the development of the business of the Company.

25. To issue, subscribe for, conditionally or unconditionally or absolutely, purchase, hold, underwrite, negotiate and deal in stock, shares, bonds or obligations of any Government, State or Central, local authority, port trust, municipal body or any company or other corporation and the Shares, stock, debentures and debenture stock (whether perpetual or terminable) of any Joint Stock Company or Co-Partnership and investments of all kinds.

26. To promote and undertake the formation and establishment of such institutions businesses or companies which may seem to the company capable of being conveniently carried on in connection with any of these objects or otherwise calculated directly or indirectly, to render any of the company’s property or rights for the time being profitable and also to acquire, promote, aid, foster, or acquire interest in any industrial or other undertaking in India or in any part of the world.

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27. To enter into partnership or any arrangement whether terminable or otherwise which the Company is authorised to carry on for sharing profits, union of interest, joint venture, reciprocal concessions, co-operation, or otherwise, with any person or persons, firm, association, company or corporation and to employ experts to investigate and examine into conditions, prospects, values, characters and circumstances of any business concerns and undertakings and generally of any assets, properties or rights.

28. To purchase or otherwise acquire, undertake and carry i.e. any part of the business, goodwill, property, assets and liabilities of any persons or person, firm or company carrying on any business of any nature altogether or in part similar to any business which the Company is authorised to carry on or possession of property suitable for the purposes of the company and to pay for the same and all other properties or rights, of whatsoever kind acquired by the company in cash or in shares, debentures, debenture stocks of the company and to carry on, pending a sale or realization, any business which the company may as mortgage have taken possession of or acquired by foreclosure.

29. To lend money to and to guarantee the contracts or otherwise assist any such person, persons, firm, association, corporation or company to subscribe for and to take and otherwise acquire and to hold shares or other interests or stock or securities of any such person, persons, firms, association, Corporation or company and to sell, hold, re-issue with or without guarantee or otherwise deal same and accept other shares in exchange for the same, and to form, constitute or permit any other company or companies for the purpose of acquiring all or any of the properties, rights and liabilities of this company or for any other purposes which may seem directly or indirectly beneficial to this company’s.

30. To train and pay for the training in India or abroad of any of the company's employees or the persons to be employed by the company, all in the furtherance of the company's objects.

31. To pay all or any expenses incurred in connection with the promotion, formation, and incorporation of the company or to contract with any person, firm or company to pay the same and to pay commission to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any shares, debentures, debenture stock or securities of this company.

32. To promote, form and Register and aid in the promotion, formation and registration of any company or companies subsidiary or otherwise for the purpose of acquiring all or any of the property rights and liabilities of the company and to transfer to any such company any property of the company and take or otherwise acquire, hold, sell or otherwise dispose off shares, stocks, debentures and other securities in or of such company or any other company for all or any of the objects mentioned in this Memorandum.

33. Subject to the provisions of the Companies Act, 1956 to amalgamate with any company or companies having objects altogether or part similar to this of this company.

34. To acquire and hold shares in any other company and pay for properties, rights, or privileges, acquired by this company, either in shares of this company or partly in cash or otherwise and to give shares or stock of this company in exchange for shares or stock of any other Company.

35. To create any Depreciation Fund, Reserve Fund, Insurance Fund, Sinking Fund or any other special funds, whether for depreciation or repairs, replacements,

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improving, extending or maintaining any of the properties of the company, or for any other purposes conducive to the interests of the company.

36. To place, to reserve or to distribute as bonus shares by way of Capitalisation of resources among the members or otherwise to apply as the company from time to time may think fit any money received by way of premium on shares or debentures issued at a premium by the Company and any money received in respect of dividends accrued on forfeited shares and money arising from the sale of forfeited shares by the Company.

37. To adopt such means of making known the products of the company as may seem expedient and in particular by advertising in the press by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes not falling under the provisions of Lotteries Act, rewards and conditions.

38. Subject to the provisions of the Companies Act, 1956 to borrow or raise money, or receive money on deposit, interest or otherwise in such manner as the company may think fit for the business of the company including by issue by debentures perpetual or otherwise, including debentures convertible into shares, or perpetual annuities and to mortgage, pledge or charge as security therefore the whole or any part of the property, assets or revenue of the Company, present or future, including its uncalled capital by special assignment or otherwise or to transfer or convey the same absolutely or in trust and to give the lenders powers for sale of the property except uncalled capital and other powers as may seem expedient, and to purchase, redeem, or pay off any such securities.

39. To establish representative office in any country outside India, subject to compliance of laws prevailing time to time in the respective countries, in association with individuals/association or inside or outside India and to act as representative in India of medical institution/ association in India or out side India.

40. To remunerate or make donations (by cash or in kind or by the allotment of fully or partly paid up shares or by calls or option on shares, debentures, debenture stock securities of this company or any other company or in any other manner) whether out of Company’s capital, profits or otherwise to person or persons for services rendered or to be rendered in introducing any property or business to the company or for any other reason which the Company may think proper but not to political part or for political purpose.

41. To refer to arbitration any disputes, present or future between the company or any other company, firm, association of persons, individuals or body of individuals or any other person by an arbitrator in India and/or abroad and either in accordance with the laws time being in force in India or laws of any other country or the international agreements for enforcement of arbitral awards.

42. To engage in research in all problems relating to industrial and business management and distribution, marketing and selling and to collect, prepare and distribute information and statistics relating to any type of business or industry.

43. To distribute amongst the members of the company in specie or kind any property of the company any proceeds of sale or disposal of any property of the company in the event of winding up of the company.

C. OTHER OBJECTS NOT INCLUDED IN (A) AND (B) ARE:

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1. To carry on the business of travel consultancy services including tour operator, travel ticket booking and online travel solutions in India and abroad.

IV The Liability of the Members is Limited.

V The Authorised Share Capital of the Company is Rs.100,000/- (Rupees One lakhs only) divided into 10,000 (Ten Thousand ) equity shares of Rs.10/- (Rupees Ten Only) each.

THE COMPANIES ACT, 1956(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

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1. The Regulations contained in Table `A’ in the First Schedule to the Companies Act, 1956 shall not apply to the Company except in so far as they are embodied in the following articles.

PRIVATE LIMITED COMPANY

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2. The Company is a Private company within the meaning of clause (iii) of sub section (1) of Section 3 of the of the Companies Act, 1956 and accordingly,

(a) The right to transfer shares in the company shall be restricted in the manner and to the extent it herein after provided;

(b) The number of members of the company shall be limited to 50 not including: -

(i) Persons who are in the employment of the Company, and

(ii) Persons who, having been formerly in the employment of the company were members of the company while in that employment and have continued to be members after the employment ceased.

Provided that there are two or more persons holding to one or more shares in the company jointly, they shall for the purpose of these Articles be treated as a single member.

(c) No invitation shall be issued to the public to subscribe for any shares in or the debentures of the company

(d) No invitation shall be given for the acceptance of deposits from the persons other than its members, directors and their relatives.

(e) the minimum paid up capital of the company shall be Rs.1 Lakh or such higher amount as may be prescribed.

SHARE CAPITAL

3. The Authorised Capital of the company will be such amount as stated in Clause V of the Memorandum of Association of the company form time to time.

4. The company shall have the power to convert the un-issued equity shares in to preference shares and the company may issue any part of the un-issued shares upon such terms and conditions and with such rights and privileges annexed thereto and subject to the provisions of Sections 86 to 89 of the of the Act.

5. The company shall have the power to divide the share capital for the time being in to several classes of shares and to attach such preferential or other rights privileges and conditions to such shares as may be determined by these articles, and to vary modify or abrogate any such rights privileges or condition in such manner as may be permitted by these articles.

6. Subject to Section 81 of the Act and these articles, the shares of the company for the time being shall be under the control of the directors who may allot or otherwise dispose of the same or any of them to such persons on such proportion and on such terms and conditions and at a premium or at par or at a discount and at such times as they may from time think fit subject to the provisions of the Act.

7. Subject to the provisions of the Act, the Company has power from time to time to increase or reduce its capital and to issue any shares in the new capital as equity or preference shares and to attach to any classes of such shares any preferences, rights, privileges or any priorities in payment of dividends or distribution of assets, or otherwise over any other shares or to subject the same to any restrictions limitations or conditions and to vary the regulations of the Company far as necessary to give effect to the same, and upon the subdivision of a share, to apportion the rights to participate in the profit in any manner.

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8. Subject to the provisions of section 80 of the Act, any such new shares may be issued as preference shares which are or at the option of the Company are to be liable to be redeemed, and the resolution authorizing such issue shall prescribe the manner, terms and conditions of redemption subject however to the following conditions:

(a)  No such shares shall be redeemed except out of profits of the company which would otherwise be available for dividend or out of the proceeds of fresh issue of shares made for the purpose of redemption.

(b)  No such shares shall be redeemed unless they are fully paid up.(c)  The premium, if any, payable on redemption shall have been provided for

out of the profits of the company or the company’s share premium account before the shares are redeemed.

(d) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend be transferred to a reserve fund, to be called .the Capital Redemption Reserve Account. a sum equal to the nominal amount of the shares redeemed and the provisions of the Act relating to the reduction of the Share Capital of the Company shall, except as provided in Section 80 of the Act, apply as if the Capital redemption Reserve Account were paid-up share capital of the Company.

(e)  Subject to the provisions of Section 80 of the Act, the redemption of preference share here under may be effected in accordance with the terms and conditions of their issue and in the absence of any specific terms and conditions in that behalf in such manner as the Directors determine.

(f)  Whenever the Company shall redeem any Redeemable Preference Shares, the Company shall, within one month thereafter, give notice thereof to the Registrar of Companies as required by Section 95 of the Act.

DEMATERIALISATION OF SECURITIES

9. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise its securities and to offer securities in a dematerialised form pursuant to the Depositories Act, 1996.

10. Every person subscribing to securities offered by the Company shall have the option to receive security certificate or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by the law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required Certificate of Securities.

11. Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in depository, the record of the beneficial ownership may be served by such depository on the Company by means of electronic mode or by delivery of floppies or discs.

12. Nothing contained in Section 108 of the Act or these Articles shall apply to transfer of securities effected by a transferor and transferee both of whom are entered as beneficial owners in the records of a depository.

13. Notwithstanding anything in the Act or these Articles, where a depository deals with securities, the Company shall intimate the details thereof to the depository immediately on allotment of such securities.

14. Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for securities issued by the Company shall apply to securities held with a depository.

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15. The Register and index of beneficial owners maintained by a depository under the Depositories Act, 1996 shall be deemed to be Register and index of Members and Security holders for the purposes of these Articles.

BUY-BACK OF SHARES

16. Notwithstanding anything contained in these Articles and in pursuance of Section 77A, 77AA and 77B of the Act the Board of Directors may, when and if thought fit, buy-back such of the Company’s own shares or securities as it may consider appropriate subject to such limits, restrictions, terms and conditions, approvals as may be required under the provisions of Act including the amendment(s) thereof.

SWEAT EQUITY SHARES

17. Subject to the provisions of these Articles and in accordance with the provisions of Section 79A of the Act and of various other laws governing the issue, the Board of Directors may issue and allot Sweat equity shares under Employees Stock Option Schemes to the persons entitled from time to time.

SHARES WITH DIFFERENTIAL RIGHTS

18. Subject to and in accordance with the provisions of Section 86 of the Act and Rules made there under, the Company may issue equity shares with differential rights as to dividend, voting or otherwise and the resolutions authorizing such issue shall prescribe the terms and conditions of the issue.

LIEN ON SHARES

19. The company shall have a first and paramount lien upon all the shares/debentures (other than fully paid-up shares/debentures) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any, on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause.

20. For the purpose of enforcing such lien the Board of Directors may sell the shares subject thereto in such manner as it thinks fit but no sale shall be made until the expiration of 14 days after a notice in writing stating and demanding payment of such amount in respect of which the lien exist has been given to the registered holder of the shares for the time being or to the person entitled to the shares by reason of the death or insolvency of the registered holder.

TRANSFER OF SHARES

21. Save as provided in the articles or unless all the members for the time being of the Company agree no shares shall be transferred or issued to a person who is not a member of the Company so long as a member is willing to purchase the same at a fair value.

22. The person proposing to transfer any shares to a person who is not a member of the Company (hereinafter called transferor) shall give previous notice in writing to the Company of his such intention. Such notice shall constitute the Company his agent for the sale of share or shares to any members of the Company at the fair value fixed in accordance with provisions in these Articles.

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23. Shares specified in the transfer notice shall be offered to the members in such order as shall be determined by lots drawn in regards thereto and the lots shall be drawn in such manner as the directors may think fit.

24. If the Company shall not within the space of one calendar month after being served with a notice of transfer as aforesaid find a member willing to purchase the shares in the manner aforesaid, the proposing transfer shall, at any time after two calendar months, be at liberty to sell and transfer such shares to any person at any price.

25. In case any difference arises between the proposing transferor and purchasing member as to the fair value of the share, the Auditor of the Company shall fix up the value thereof, which shall be deemed to be the fair value.

TRANSMISSION OF SHARES

26. In case of death of any one or more of the persons named in the register of members as joint holders of any shares the survivors shall be the only person recognized by the company as having any title to his interest in shares, but nothing herein contained shall release the estate of the deceased joint holder from any liability in respect of any shares which had been jointly held by him with other persons.

27. The executors or administrators or the legal representative of a deceased member (not being one of several members registered jointly in respect of a share) shall be the only person recognized by the company as having any title to the share registered in the name of such member. Before recognizing any executors or administrators or legal representative the Directors may require them to obtain a grant of probate or letter of administration or other legal representation as the case may be from a competent Court in India, provided nevertheless that in any case where the directors in their absolute discretion think fit, it shall be lawful for the Directors to dispense with the production of the grant of Probate or letter of Administrators or the such other representation up on such terms as to indemnity or otherwise as the directors in their discretion may consider adequate.

NOMINATION

28. Notwithstanding anything contained in the Articles of Association or in any other law for the time being in force, where a nomination has been made in the manner prescribed in Section 109A of the Act purporting to confer on any person the right to vest the shares in, or debentures of the Company, the nominee shall, on the death of the shareholder or holder of debentures of the Company or, as the case may be, on the death of the joint holders, become entitled to all the rights in the shares or debentures of the Company or, as the case may be, all the joint holders, in relation to such shares in or debentures of the Company to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner and the provisions contained in Sections 109A and 109B of the Act shall be applicable to such cases.

SURRENDER OF SHARES

29. Subject to the provisions of Section 100 to 104 of the Act, the Board may accept from any member the surrender, on such terms and conditions as shall be agreed, of all or any of his shares.

GENERAL MEETINGS

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30. Section 173 and 176 of the Act shall not apply to this company. A proxy need not be a member of the company.

31. (a) The Company shall in each year hold in addition to any other Meetings a General Meeting as its Annual General Meeting and shall specify the Meeting as such in its notice calling it; and not more than 15 months shall elapse between the date of one Annual General Meeting of the Company and that of the next provided that the time at which any Annual General Meeting shall be held may be extended by the Registrar as provided in Section 166(1) of the Act by a further period not exceeding three months.

(b) Every Annual General Meeting shall be called for at a time during business hours on a day that is not a public holiday and shall be held either at the Registered Office of the Company or at some other place within the City, town or village in which the Registered Office of the Company is situate.

(c) All other General Meetings shall be referred to as extraordinary general meetings.

32. The Board shall, on the requisition of such number of members of the company as is specified in the Sec.169 of the Companies Act, proceed to call an Extraordinary General Meeting of the Company.

33. A General Meeting of the Company including the Annual General Meetings may be called by giving not less than 7 days notice in writing provided that a General Meeting may be called after giving shorter notice if consent thereto is accorded in the case of Annual General Meeting by all the members entitled to vote there at and in the case of any other meeting of the Company holding not less than 95% of the part of the paid up share capital which gives the right to vote on the maters to be considered at the meeting.

Provided that where any members of the Company are entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purpose of this clause in respect of the further resolution or resolutions and not in respect of the latter.

34. The accidental omission to give notice of any Meeting to or the non-receipt of any such notice by any of the members shall not invalidate the proceedings of or any resolution passed at the meeting.

BOARD OF DIRECTORS

35. The number of Directors shall not be less than two and not more than twelve including all kinds of Directors.

36. Subject to the provisions of Sections 252, 253, 255 and 259 of the company in General Meeting may increase or reduce the number of Directors subject to the limits set out in the Article.

37. The first Directors of the Company shall be the following:

1.

2.

38. Any person, whether a member of the company or not may be appointed as Director. No qualification by way of holding shares in the Capital of the company shall be required of any director.

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39. The office of a Director shall not be liable to be determined by rotation.

40. The Board at its meeting of the Board or by passing a resolution by circulation shall have the power from time to time, subject to the provisions of Sec.260 of the Act, to appoint a person as an additional Director, provided the number of the Directors and the additional directors together shall not at any time exceed the maximum strength fixed under these articles.

41. Any person so appointed as an Additional Directors shall hold office up to this date of the Next Annual General Meeting of the Company.

42. The Board at a Meeting of the Board may fill any casual vacancy occurring in the Board of Directors. Any person so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if the vacancy had not occurred as aforesaid.

43. Subject to Sec.313 of the Act, the Board The Board at its meeting of the Board or by passing a resolution by circulation shall have the power from time to time to appoint an Alternate Director to act for a Director, hereinafter called in this Clause `The Original Director’ during his absence for a period of not less than three months from the state in which the meetings of the Board are ordinarily held. An alternate Director appointed as aforesaid shall be vacated office if and when the Original Director returns to the state in which meetings of the Board are ordinarily held.

44. A Director may resign from his office. No notice period is required for a Director who is neither a Managing Director nor a Whole-time Director. The resignation takes effect from the date of the resignation letter.

45. The Directors shall be paid sitting fee, as may be determined by the Board of Directors from time to time and in accordance with the table of fees prescribed in this regard by the government for attending the meeting of the Board of Directors or any Committee/s thereof attended by him and shall be paid in addition thereto all travelling, total and other expenses properly incurred by him in attending and returning from meetings of the Board or any committee thereof or General Meetings of the company or in connection with the business of the company to and from any place.

46. Except as otherwise provided by these Articles, all the Directors of the company shall have in all matters equal rights and privileges, and be subject to equal obligations and duties in respect of the affairs of the company.

47. Subject to the provisions of Section 284 the Company may be by an ordinary resolution remove any Director before the expiration of this period of office and by an ordinary resolution appoint another person in his place, the person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected as Director.

PROCEEDINGS OF THE BOARD

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48. (a) The Board of Directors may meet for the despatch of business or otherwise regulate its meetings as it think fit provided however the Board shall meet once in every three calendar months.

(b) The Chairman may and on the request of a Director shall at any time summon a meeting of the Board.

(c) The Board shall cause notice to be circulated on every Director of the Company for the time being in India and in the case of every other Director in accordance with Section 286 of the Act.

(d) The quorum for the meeting of the Board shall be two Directors or one-third of its total strength (any fraction of that one-third rounded as one) whichever is greater as provided for in Section 287 of the Act.

(e) The Board shall appoint a chairman from among its members who will hold office until his resignation, removal or vacation of his office and will not be liable for retirement by rotation.

(f) If at any meeting of the Board the Chairman is not present within Fifteen minutes after the time appointed for holding the meeting, the Directors presently may choose one of their member to be Chairman of the Meeting.

49. The Company shall cause minutes of all proceedings of every Meeting of the Board and of every Committee of the Board to be kept by making within thirty days of the conclusion of every such Meeting, entries there of in books kept for the purpose with their pages consecutively numbered.

COMMITTEE OF THE BOARD

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

(a) The quorum of a committee be fixed by the Board and until so fixed if the committee is of a single member or two members, the quorum shall be one and if more than two members, it shall be two.

(b) A committee may meet and adjourn as it thinks proper.

POWERS OF THE DIRECTORS

51. The business of the Company shall be managed by the Board of Directors, who may exercise all such powers of the Company as are not by the Act or any statutory modification thereof for the time being in force, required to be exercised by the Company in general meeting.

52. Subject to the provisions of section 292 of the Act, the Board may delegate from time and at any time to a committee formed out of the Directors all or any of the power authorities and discretions for the time being vested in the Board may be made on such terms and subject to such conditions as the Board they think fit.

53. The Board of Directors may from time to time appoint one or more committees consisting of one or more members of their body, as the Board may deem fit and fix the quorum and duties and functions of the committees.

DIVIDENDS AND RESERVES

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54. Subject to the provisions of Sec.205, 250A, 205B, 205C, 206, and 206A of the Act, the company in Annual General Meeting may declare dividends but no dividend shall exceed the amount recommended by the Board.

55. The Board may from time-to-time pay to the members such interim dividends as appear to it to be justified by the Profits of the company.

CAPITALIZATION OF PROFITS

56. The Company in General Meeting may, on the recommendation of the Board, resolve.

a) that the whole or any part of any amounts standing to the credit of the Share Premium Account or the Capital Redemption Reserve Account or any moneys, investments or other assets forming part of the undivided profits including profits or surplus moneys arising from the realisation and (where permitted by law) from the appreciation in value of any capital assets of the Company standing to the credit of the General Reserve or any Reserve Fund or any amounts standing to the credit of the Profit and Loss Account or any other fund of the Company or in the hands of the Company and available for the distribution as dividend, capitalised and

b) that such sum be accordingly set free for distribution in the manner specified in this Article under sub-clause (2) amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportion.

ACCOUNTS

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

a) No member (not being a Director) shall have any right of inspecting any account of the Company except as conferred by law of authorised by the Company in general Meeting.

b) The Directors, shall duly make, keep and file or cause to be made, kept and filed all such registers, returns, statements and accounts as under the provisions of the Act, are required to be made, kept and filed by the Company or its officers.

AUDIT

58. Once in every year the accounts of the Company shall be examined and the Balance Sheet shall be ascertained by the Company's Auditors.

59. (a) Every Balance Sheet and Profit & Loss Account of the Company when audited and adopted by the Company at an Annual General Meeting shall be conclusive except as regards any mistake or errors discovered therein. Whenever any such mistake or error is discovered, the Balance Sheet and Profit and Loss Account shall be corrected by the Board at meeting of the Board.

(b) The Company shall comply with the provisions of Section 228 of the Act in relation to the audit of the accounts of branch offices of the Company.

WINDING UP

60. Subject to the provisions of the Act as to preferential payments, the assets of the Company shall, on its winding up, be applied in satisfaction of its liabilities pari-passu and, subject to such application, shall, unless the Articles otherwise provide,

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be distributed among the members according to their rights and interests in the Company.

61. If the Company shall be wound up whether voluntarily or otherwise the liquidators may, with the sanction of a special resolution, divide among the contributories, in specie or kind, any part of the assets of the Company, and may with the like sanction vest any part of the assets of the Company, in trustees upon such trusts for the benefit of the contributories or any of them, as the liquidators with the like sanction shall think fit. In case any shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said shares may within ten days after the passing of the Special Resolution by notice in writing, direct the liquidators to sell his proportion and pay him the net proceeds and liquidators shall, if practicable, act accordingly.

INDEMNITY AND RESPONSIBILITY

62. Subject to the provisions of the Companies Act, every Director, Manager, Secretary and other officer or employee of the Company shall be indemnified by the Company against and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses (including travelling expenses) which any such Director, officer or employee may incur or become liable to by reason of any contract entered into or act or deed done by him or in any other way in the discharge of his duties, as such Director, Officer or employee.

63. Subject as aforesaid every Director, Manager, Secretary, or other officer or employee of the Company shall be indemnified against any liability incurred by them or him in defending any proceedings whether civil or criminal in which judgment is given in their or his favour or in which he is acquitted or discharged in connection with any application under section 633 of the Act in which relief is given to him by the Court.

COMMON SEAL

64. The Board shall provide a common seal of the company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof. The common seal shall be kept at the registered office of the company and committed to the custody of the Director as may be determined by the board.

65. The Seal shall not be affixed to any instrument except by authority of a resolution of the Board or Committee of the Board authorised by it in that behalf and except in the presence of a Director or such other person as the Board may appoint for the purpose who shall sign every instrument of which the seal of the Company is so affixed in his presence.

SECRECY CLAUSE

66. No member shall be entitled to visit or inspect the Company’s works without the permission of the Directors or to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret mystery or trade or secret process or which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the company to communicate to the public.

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67. Every Director, Managing Director, Manager, Secretary, Auditor, Trustee, Members of a Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the Company shall if so required by the directors before entering upon his duties, or at any time during his term of office, sign a declaration pledging himself to observe strict secrecy in respect of all transaction of the company and the state of accounts and in matter relating thereto, and shall by such declaration pledge himself not to reveal any of the matters which come to his knowledge in the discharge of duties except when required so to do by the Board or by any General Meeting or by a Court of Law or by the persons to whom such matters relate and except so far as my be necessary in order to comply with any of the provisions contained in these Articles.

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