THE COMPANIES ACT, 1956

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION
OF
SENSOTECH WEIGHING SYSTEMS PRIVATE LIMITED

I. The Name of the Company is. SENSOTECH WEIGHING SYSTEMS PRIVATE LIMITED
II. The Registered Office of the Company will be situated in the State of Madhya Pradesh.
III. The objects for which the Company is established are as under:
(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS
INCORPORATION ARE:

1. To carry on the business of manufactures and fabricators of and dealers in weighbridge

Machines, weighbridge tools, implement engineering products, weighbridge spares and
components of all types and in particular or to manufacture, produce repair, alter, convert,
recondition prepare for sale, buy, sell, hire, import. Export, let out on hire, trade and deal in
weighbridge tools and implements or other machinery, plant, equipments, articles, apparatus,
component part, accessories, fittings and things in any stage of degree of manufacture, process
or refinement.

2. To manufacture, maintain, export, import, buy, sell, rent, hire or lease or otherwise acquire,
dispose of or deal in all kinds of digital systems, numerical controller, flexible manufacturing
systems, Peripherals, software, hardware, machines, electrical and electronics components,
devices, instruments, equipments and controls for any engineering applications, and all other
related components.

3. To carry on business as manufacturers of, dealers in, exporters, importers, buyers,

sellers, brokers, buying agents, selling agents, commission agents, factors, distributors,
stockists, traders, suppliers, hirers, contractors, fabricators, assemblers, titters,
installers, repairers, reconditioners, and renovators, of all types, grades, conditions,
qualities, shapes, categories and descriptions of new as well as used Hydraulic and
Pneumatic components/spares including pumps, motors, valves, filters, cylinders,
compressors, devices, drives, equipments, instruments, apparatus, appurtenances,
and also spares/ components for all types of mobile/stationary equipments, tractors,
turbines, drilling equipments, transmissions and internal combustion enginers.

4. To carry on all or any of the business of makers and dealers, importers, exporters in scientific
and industrial instruments of all kinds, for indicating recording, controlling, measuring and timing
and machines tools.

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

1. To purchase or otherwise acquire and hold on, invest, out of the surplus fund of the Company not
immediately required, trade, deal in. mortgage, pledge, assign, sell, transfer or otherwise dispose of
any goods, wares, merchandise and all movable property for carrying out business of the Company.
2. To purchase or otherwise acquire, assemble, install, construct, alter, equip, repair, remodel, maintain,
enlarge, operate, work, manage, control, hold, own, lease, rent, charter, mortgage, sell, convey or
otherwise dispose of any buildings and structures, telephones and other communication facilities,
data processing system and facilities, machinery, apparatus. instruments, fixtures and appliances in
so far as the same may appertain to or be useful in the conduct of the business of the Company.
3. To purchase, charter, hire, build or otherwise acquire any vehicles, vessels or craft of every
description and to hold, own or work such vehicles, vessels or crafts for business of the Company.
4. To pay for any rights or properly acquired by the Company, and to remunerate any person or
company whether by cash payment or by allotment of shares, debentures or other securities of the
company credited as paid up in full or in part or otherwise.
5. To apply for purchase or otherwise acquire and protect and renew in any part of the world any patent
rights, brevets of de’invention, trade marks, designs, licenses, concessions and the like, conferring
any exclusive or non exclusive or limited rights to their use, or any secret or other information as to
any invention or research which may seem capable of being used for any of the purposes of the
Company or calculated directly or indirectly to benefit the Company and to use, exercise, develop, or
grant licenses in respect of, or otherwise turn to account the property, right, or information so
acquired and to expend money in experimenting upon, testing or improving any such patents,
inventions or rights and without prejudice to the generality of the above, any contracts, monopolies or
concessions for or in relation to the supply and sale of any minerals, metals, products or other
substances, materials, articles or things or for in relation to the construction, execution, carrying out,
improvement, management, administration or control of any works and conveniences, required for
the purpose of carrying out any of the aforesaid business and to undertake, execute, carry out,
disposed or otherwise turn to account such contracts, monopolies or concessions.
6. To acquire from any person, firm, institution or body corporate, whether in India or elsewhere
technical information, know-how, process, engineering, manufacturing and operating data, plans,
layout and blue prints useful for the design, erection, operation of plant and machinery required for
any of the business of the company and to acquire any grant or licence and other rights and benefits.
7. To enter into any arrangements with any Governments or any authority, supreme, municipal, local or
otherwise that may seem beneficial to any of the Company’s objects and to apply for, promote and
obtain by any Act of any legislature, charter, rights, powers, privileges, concessions, grants, decrees,
provisional orders, licences or authorisations of Government-Central or Stale, or any relevant
authorities (local or otherwise) or any private party for enabling the Company to carry any of its
objects into effect or for any purposes which may seem expedient and to oppose any proceedings or
applications which may seem calculated to prejudice the interests of the Company.
8. To undertake commercial obligations transactions and operations for achievement of the main
objects of the Company
9. To enter into arrangements with companies, firms and persons for promoting and increasing the
manufacture, sale, purchase and maintenance of goods, articles or commodities of all and every kind
and descriptions, either by buying, selling or assisting such other companies, firms or persons to do
all or any of such last mentioned acts transactions and things and in such manner as may be
necessary or expedient and in connection with or for any of these purposes to enter into agreements,
give guarantee or security or otherwise assist ail or such purposes on such terms and in such
manner as may be desirable.
10. To advance out of the surplus fund of the Company not immediately required, securities and property
with or without security as may be thought proper, to such persons, companies. corporations or firms
and on such terms as may seem expedient and in particular to customers and others having dealings
with the Company and to release or discharge any debt or obligation owing to the Company.
11. Subject to the provisions of the Companies Act, 1956 to receive money on loan and borrow any
money In such manner and with or without allowance of interest thereupon as the Company shall
deem fit and to secure the repayment of any money borrowed, raised, received or owing by
mortgage, pledge, charge or lien upon all or any of the property or assets of the Company (both
present and future) and also by similar mortgage, charge, pledge or lien to secure the guarantee the
performance by the Company or any other person, Company, firm or body Corporate of any
obligation undertaken by the Company or any other person, Company, firm or body corporate as the
case may be and to give the lenders or creditors the powers of sale and other powers as may seem
expedient, provided however, that the Company shall not do any banking business as defined in
Banking Regulation Act, 1949 and money circulation business or Chit-Fund activities.
12. To draw, make, accept, endorse, discount, negotiate, execute and issue bills of exchange,
promissory notes, cheques, hundies, bills of lading, shipping documents, warrants, and other
negotiable or transferable instruments.
13. To guarantee the performance of any contract or payment of money secured by or payable under or
in respect of bonds, debentures, debenture stocks, contracts, mortgages, charges, obligations and
other securities of any Company or of any authority, central, Stale, municipal, local or otherwise or of
any person, whomsoever, whether incorporated or not and generally to transact all kinds of
guarantee business and to further transact all kinds of trust and agency business for attainment of
the objects of the Company.
14. To invest any money of the Company out of the surplus fund of the Company not immediately
required, not for the time being required for any of the purposes of the Company in such manner as
may be thought proper.
15. To improve, manage, develop, grant rights or privileges in respect of, or otherwise deal with all or any
part of the property and rights of the Company.
16. Subject to the provisions of the Companies Act, 1956 to mortgage pledge, hypothecate, sell or
otherwise dispose of the whole or any part or parts of the undertaking of the Company or any land,
business, property, rights or assets of any kind of the Company or any share or interest therein in
such manner and for such consideration as the Company may think fit.
17. To establish, or concur in establishing or promoting any company or companies for the purpose of
acquiring all or any of the undertakings, business, rights, liberties and properties of the Company or
for any other purpose which may seem directly or indirectly calculated to benefit the Company and to
place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all or any part of the
shares, debentures, or other securities of any such other company or companies and to subsidise or
otherwise assist any such company or companies either out of its own funds or out of funds that it
might borrow by issue of debentures or from bankers or otherwise.
18. To vest any real or personal property, rights or interest acquired by or belonging to the company in
any person or Company on behalf of or for the benefit of the company and with or without any
declared trust in favour of the Company.
19. To take into consideration and to approve and confirm and/or carry out all acts, deeds or things that
may be done or entered into with any person, firm or body corporate by the promoters of the
Company and further to enter into any arrangement, agreement or contract with the promoters and to
reimburse them for all costs and expenses that may be incurred by them in or in connection with the
formation or promotion of the Company.
20. To pay out of the funds of the company all costs, charges, and expenses which the Company may
law fully pay with respect to the promotion, formation and registration of or for the business of the
Company and/or the issue of its capital or which the Company shall consider to be necessary
including therein the cost of advertising, printing and stationery and commission for obtaining the
underwriting of shares, debentures or other securities of the Company and expenses attendant upon
the formation of agencies, branches and local boards.
21. To purchase, takeover or otherwise acquire and undertake the whole or any part of the business
property, rights and liabilities of any person, firm or company carrying on or proposing to carry on any
business which this Company is authorised to carry on, or possess any property or rights suitable for
any of the purposes of the Company, or which can be carried on in conjunction therewith and to
purchase, acquire, sell and deal in property.
22. To procure the incorporation registration or the recognition of the Company in any country, state or
place.
23. To establish and regulate branches or agencies, whether by means of local boards or otherwise
anywhere in India or elsewhere at any place or places throughout the world for the purpose of
enabling the Company to carry on its business more efficiently and to discontinue and reconstitute
any such branches or agencies.
24. To apply for membership or become a member of any Bullion Exchange, Commodities Exchange,
Company, Chamber of Commerce, Association, Federation, Society or Body Corporate having any
objects similar or identical with those of the Company or likely to promote the interests of the
Company.
25. In accordance with the law for the time being in force, to reserve or to distribute as bonus shares to
the members or otherwise to apply as the Company deems fit any money received by way of
premium on any shares, stocks or debenture-stock of the Company and money . arising from the
issue by the Company of forfeited shares.
26. To grant pension, allowances, gratuities, benefits, emoluments and bonuses and provident funds to
employees, managers and directors of the Company and the widows, children and other dependents
of such persons and to construct or contribute to the construction of houses, dwelling units or
quarters for the employees of the Company and of other concerns which are or may have contractual
relationship of rendering any services to. the Company and to join with any other person, firm or
company or doing any of these things.
27. To appoint attorneys for and on behalf of the company and to execute necessary powers in favour of
the said attorneys to act for and in the name of and on behalf of the Company and to revoke all or
any of such powers and appointments as may be deemed expedient.
28. To establish industrial estates, including setting up of housing colonies, recreation facilities. medical
relief facilities, water and electricity plants, ancillary and/or auxiliary units required for furtherance of
the business of the Company.
29. To help, assist, support, aid, establish, acquire or set up and run schools, colleges, training and
professional institutions, hospitals, dispensaries, music and dance centres or other similar institutions
for the welfare of the employees of the Company.
30. To give to any officers, servants or employees of the company any shares or interest in the profits of
the Company’s business or any branch thereof, and whether carried on by means or through the
agency of any subsidiary Company or not, and for that purpose to enter into any arrangement that
the Company may think fit.
31. To train or pay for training in India or abroad of any of the Company’s employees or any other person
in the interest of or for furtherance of the Company’s objects.
32. To establish and maintain or procure the establishment and maintenance of any contributory or non
contributory pension or superannuation funds for the benefit of, and give or procure the giving of
donations, gratuities, pensions, allowances or emoluments to any person who are or were at any
time in the employment or service of the Company, or who are or were at any time the Directors or
Officers of the Company and wives, widows, families and dependents of any such persons, and also
establish any subsidies and subscribe to any institutions, associations, clubs or funds calculated to
the benefit of or to advance the interest and well-being of the Company or of any such other
Company as aforesaid, and to do any of the matters aforesaid either done in on conjunction with any
such other company.
33. To receive any gifts of immovable or movable property and offerings or voluntary donations or be
quest and legacies either from the shareholders, directors or from any other person for all/or any of
the objects of the Company. Subject to the provision of applicable Act and rules thereon.
34. To support, donate, contribute, subscribe, advance or lend with or without interest or at concessional
rate of interest or otherwise to assist or to guarantee moneys to any charitable, benevolent, religious,
scientific, educational, national, public or other institutions, trusts, clubs, societies, organisations or
individuals or body of individuals on such terms and conditions as may seem expedient or for any
exhibitions or towards the funds of any other Organisations subject to the provisions of the
Companies Act, 1956.
35. To undertake and execute any trusts, the undertaking whereof may seem desirable and are
gratuitous or otherwise.
(a) To undertake, carry out, promote and sponsor rural development including any programme for
promoting the social and economic welfare or of the upliftment of the public in any rural areas
and to incur any expenditure on any programme of rural development and to assist in execution
and promotion thereof either directly or through an independent agency or in any other manner.
Without prejudice to the generally of the foregoing “programme of rural development” shall also
include any programme for promoting the social and economic welfare of or the uplift of the
public, in any rural area to promote and assist rural development, or any other act relating to
rural development for the time being in force and in order to implement any of the above
mentioned objects or purposes transfer without any consideration or at a fair or confessional
value and divest the ownership of any property of the company to or in favour of any Public or
 Local Body or Authority/Central/State Government/Public Institution/Trust/Fund/Organisation
Person.
(b) To undertake, carry out, promote and sponsor or assist any activity for the promotion and growth
of national economy and for discharging social and moral responsibilities of the Company to the
public or any section of public as also any activity to promote national welfare or social,
economic or moral uplift of the public or any section of the public and in such manner and by
such means without prejudice to the generality of the foregoing to undertake, carry out, promote
and sponsor any activity for publication of any books, literature or newspapers, organising
lectures or seminars likely to advance these objects or for giving merit awards or for giving
scholarships, loans, or any assistance to deserving students or other scholars or persons to
enable them to prosecute their studies or academic pursuits or researches and for establishing
conducting, or assisting any institutions, funds, trusts having any one of the aforesaid objects by
giving donation or otherwise in any other manner and in order to implement any of the
aforementioned objects or purposes transfer without consideration or at a fair or concessional
value and divest the ownership of any property of the company to or in favour of any Public or
Local Body or Authority / Central or State Government / Public Institution /Trust / Fund /
Organisation / Person.
(c) Subject to provisions of Companies Act, 1956, to give donations and to advance and lend money
to any person, institution, organisation, trust fund for benevolent causes on such terms and
conditions and with or without interest or at concessional rate of interest as may seem expedient.
37. To adopt such means of making known the business or products or interests of the Company as may
seem expedient and in particular by advertising in the press, by circulars on radio, television, video
tapes and any such communication channels, by exhibition of works of art of interest, by publication
of books and periodicals and by granting prizes rewards and donations.
38. Subject to the provisions of the companies Act, 1956 to amalgamate, enter into partnership or into
any arrangement for sharing profits, union or interest, co-operation, joint venture or reciprocal
concession with any person, firm, corporation or company in India or outside carrying on or engaged
in any business or transaction which the company is authorised or engaged in or which can be
carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly
to benefit the company and further to enter into any arrangement or contracts with any person,
association or body corporate whether in India or outside, for such other purposes that may seem
calculated beneficial and conducive to the objects of the Company.
39. To experiment and to incur expenses necessary for the purposes and with a view to improve the
present method and process of working the business which the company is authorised to carry on
and to carry on research for improving developing or effecting economy and greater efficiency in the
business of the company or in the process of production, manufacture and working of or trading or
dealing in the various substances, materials and articles and things or with any of the business for
which the company is established.
40. To establish, maintain or subsidise and conduct, organise, sponsor and/or assist research in any field
that may seem calculated to promote any of the business which the company is authorised to carry
on.
41. To act as agents or brokers and as trustees for any person or company having similar objects and to
undertake and perform subcontracts and to do all or any of the above things in any part of the world
and as principals, agents, contractors, trustees or otherwise and by or through agents, sub-
contractors or trustees or otherwise and either alone or jointly with others.
42. To create any depreciation fund, reserve fund, insurance fund, sinking fund or any other special fund
whether for depreciation or repairs, replacement, improvement, extension or maintenance of any of
the properties of the Company by way of Investment Allowance Reserve or any other reserve or for
redemption of debentures or redeemable preference shares or for any other purposes conducive to
the interest of the Company.
43. To distribute, in the event of winding up in specie or otherwise as may be resolve, any property or
assets of the Company or any proceeds of sale or disposal of any property or assets of the Company
including the shares, debentures or other securities subject to the provisions of Companies Act,
1956.
44. Subject to provisions of the Companies Act, 1956, or any other enactment in force, to indemnify and
keep indemnified officers, directors, agents and servants of the Company against proceedings, costs,
damages, claims and demands in respect of anything done or ordered to be done by them for and in
 the interest of the Company and for any loss, damage or misfortune whatever which shall occur in
execution of the duties of their office or in relation thereto.
45. To borrow or raise or secure the payment of money from any bank or any financial Institution or any
other person or persons, NRI, NRO, Foreign Bankers and Institution for the purpose of the
Company’s main business in such manner and in such terms and with such rights power and
privileges as the Company may think fit and particularly by issue or bonds, debentures, bill of
exchange, promissory notes or other obligations or securities of the Company and with a view to
hypothecate and/or in any way encumber or create charge of the undertaking and or any of the
immovable or movable properties, present or future and all or any of the uncalled capital for the time
being of the Company and to purchase, redeem or pay of any such securities.
46. To amalgamate with any company or companies having objects all together or in part similar to those
of these company or any other company, subject to the provision of section 391 to 394 of the
Companies Act, 1956.
47. To open branches in India and elsewhere and to get the company registered in any foreign country
and adopt such means of making known to the public the business or the products of the Company
as may seem expedient and in particular by advertising in the press, by circulars and publication of
books and periodicals.

(C) OTHER OBJECTS:

01. To carry on the business of manufacturers, buyers, sellers, importers, exporters, agents, fitters,
installers, assemblers of and dealers in all types of machineries, equipments, components, tools and
spares.
02. To carry on the business as manufacturer, traders of iron masters, forgers, iron founders, mechanical
and electrical engineers, steel and non-ferrous metal convertors, manufacturers of agricultural
equipment, manufacturers of machines and tools, brass founders, metal workers, boiler makers and
metallurgists.
03. To carry on and conduct workshops, engineering work of every description and kind and foundaries
of iron and steel, brass and other metals, wood and any other substances.
04. To purchase, take on lease or otherwise acquire any mines, mining rights and to acquire Certificate
of approval from the Union of India and any interest therein, and to prospect, explore, work, exercise,
develop and turn to account the same.
05. To carry on the business of manufacturer, purchaser, seller, of bricks, all type of natural stone,
tiles,wood works, empty cement bags, boards, glasses, plywood, aluminium and all other type of
building materials.
06. To carry on the business of running motor lorries, motor taxis, motor mini buses and conveyances of
all kinds and on such lines and routes as the company may think fit and to transport passengers and
generally to do the business of common carriers.
07. To establish and work cement factories and to carry on the business of cement, lime burners and
ceramics including sanitary fitting and chinaware.
08. To cultivate, grow, produce, import, export or deal in any agricultrure, vegetable or fruit products and
to carry on all or any of the business of farmers, have contract farming, dairymen, milk, contractors,
dairy farmers and milk products, condensed milk and powdered milk, cream, cheses butter, poultry,
fruits, fruit essences, vegetables, cash crops, seeds and provisions of all kinds, growers of and
dealers in corn, hay and straw, seedsmen and nurserymen, all types of flower products, flowers
essences and to buy, sell, manufacture and trade in any good usually traded in any of the above
business or any other business inclusive of staple food and medical preparation from milk, vegetable
flowers and animal products or any substitute for any of them associated with the farming interests
which may be advantageously carried on by the company.
09. To carry on the business of manufacturers of or dealers in pulp and paper of all kinds and articles
made from paper or pulp and materials used in the manufacture or treatment of paper, including card
board, mill boards, wall and ceiling papers and packaging cartons and news prints and photographic
raw films.
10. To carry on the business of manufacturers of or dealers in industrial machinery of all types including
bearings, speed reduction units, pumps,machine tools and agricultural machinery and earth moving
machinery including road rollers, bulldozers, dumpers, loaders, shovels and drag lines and light
engineering goods such as cycles and sewing machines and their components.
11. To carry on the business as manufacturers, dealers, stockists, exporters, and importers of bolts, nuts,
and nails, hinges, hooks and all other hardware items of all types and descriptions.
12. To carry on in India and elsewhere the trade or business of ironmasters, steelmakers, steel
convertors, rolled steel makers, miners, smelters engineers, tin plate makers and iron and steel
founders, in all their respective branches and manufacturers of ferro-maganese, coke and all sorts of
bars,rods and other section sheets and plates, wire and wire products of iron and steel and other
metals.
13. To carry on the business of manufactures, dealers, exporters, importers, purchasers and sellers of
MH Films, Auxiliaries hostellen, plastic goods, and ancillary items thereon.
14. To do all types of interior decoration work, repair, fabrication processing work according to
customer's specification in furnishing the buildings.
15. To carry on the business of manufacturers, importers, exporters and dealers in sheets, metal (ferrous
and non-ferrous) and sheet metal articles of all kinds in particular (i) aluminium and steel doors,
windows, levers and automatic door closers (ii) galvanised buckets, fire buckets, bath tubes, mugs,
drums, tanks, tin, containers and other articles for carrying or storing water oil and other solid or liquid
materials (iii) all kinds of steel and metal furniture, (iv) chimneys, copes, ridgins, ventilators, roofings,
hand carts, municipal carts and all other such articles.
16. To carry on business or businesses of manufacturers, importers and exporters and dealers in ferrous
and non-ferrous casting of all kinds and in particular (i) pans, rice bowls, cooking pots and hollow-
wares of all kinds(ii) cooking stoves of all description and their accessories, (iii) cast iron pipes and
fittings railings, stair cases, ventilators and all building materials,(iv) main hole covers, surface
boxes, cisterns, weights and castings of all description big or small (v) mild and maleable castings,
special alloy castings and foundry works of all kinds, (vi) forgings of mild carbon alloy, stainless
steels and die forgings of all types.
17. To buy, sell, let on hire, repair, alter and deal in machinery component parts, accessories and fittings
of all kinds for motors and other things and all articles used in, or capable of being used in, or in
connection with manufacture, maintenance and working thereof.
18. To carry on the business of garage keepers and suppliers, dealers of petrol, petroleum products or
automobiles, spare parts.
19. To carry on the business of buying, selling, exchanging, altering, importing, exporting, improving,
assembling, distributing motor vehicles, trucks, tractors, implements, electrical goods, refrigerators,
household and commercial appliances, iron and steel furniture and other manufacturings.
20. To carry on the business of manufacturers of and/or dealers in leather imitation, leather, cloth,
linoleum, tarpaulins and the like.
21. To carry on the business of manufacturers, purchasers, sellers, importers, exporters and distributors
of synthetic fibre yarn fabrics, and man-made fabrics.
22. To carry on the business of manufacturers, buyers, sellers, exporters, contractors and dealers in
Textile machinery, industrial Lubricants, chemicals and sizing materials and all types of items
required by Textile Industry.
23. To carry on the business of manufacturers, refiners, importers and exporters of and dealers in and
extracting oil merchants in Copra, cotton seed, tinseed, castorseed, Soyabeenseed, ground nut or
any other nut or seed or oil bearing substances whatsoever and oils, cakes manufactured therefrom,
manufacturers of cattle feed, edible flour, nutritionates, flectured food, protien, enriched food and
fattening preparation of every descriptions, maker and manufacturers of manures and fertilizers of
every description and flour merchants.
24. To carry on the business in poultry all kinds of breeders in livestock including cattle, cows, buffaloes,
pigs, sheep, goats, mules and such other useful animals and in cattle rearing, sheep farming,
livestock, importers, exporters, agents in agricultural tools, devices, accessories seeds, plants,
manures, flowers, farming accessories, clays, aromatic chemicals and to prepare, formulate, recipes
of all such sorts as would help the business of the Company.
25. To produce trade, export, import, tea, coffee, rubber, cinchona and such other products.
26. To carry on the business trade, export, import, as brewers, distillers and manufacturers of and
merchants and dealers in wines, spirits, beer malts, grains, gases, fuels and energy and power,
materials of all kinds and descriptions, seafood products to deal in all agricultural inputs such as
implements, machinery, fertilizers, pesticides, seeds etc. and other commodities and things.
27. To carry on the business of hotel, restaurant, flight kitchen, cafe, tavern, refreshment room and
lodging house, properietors, dramaticand musical, publishers and printers, theatrical agents, box
office keepers, concert room proprietors, licensed victuallers and spirit merchants, brewers, masters,
distillers, importers and manufacturers of aerated mineral and artificial water and other drinks
purveying caterers for public amusements generally and proprietors, job masters,
farmers,dairymen, poultryers, ice merchants, importers, and brokers of live and dead stock and
colonial and hair dressers, dressers, perfumers, chemists, proprietors of clubs, baths dressing rooms,
libraries, grounds and instruction of all kinds, tobacco and cigar merchants, agents for railway and
shipping companies carriers, theatrical and opera box office proprietors, enterprises, and general
agents.
28. To carry on the business of manufacturers of bitumen, hessian based roofing felts, fibre glass issues,
aluminium foils, fibres-plastic films or any articles or things.
29. To carry on the business of manufacturers, dealers, merchants, exporters, imports, merchants
agents in textile goods as whole-sellers, semi-whole-sellers, retailers as also installation of power
looms and establishing process houses for bleaching dyeing, printing, calendering and other
processing of textile goods and to act as commission agents.
30. To manufacture, process export, import or sell low and high density polythene, polypropylene high
molecular, high density polythene films and bags and sheeting and lay flat tubings and or to convert
any of the polythene, poly propylene HM/HDPE products into any size or shape for use in packing
and wrapping of all varieties of goods and to print all plastic, high density/low density polythene, poly
propylene HM/HDPE products whether rigid or flexible for packing, wrapping and for use as
stationery articles, publicity and display and for daily domestic or commercial/industrial use.
31. To carry on business as agents of insurance companies in all branches of insurance.
32. To act as dealers whole-sellers, retailers, stockists consignment agent, commission c & f agent,
representative selling agent purchasing agent distributors, brokers, exporters & importers.
33. To carry on business as manufacturers, Marketers, Importers and Exporters of and as dealers or
agents or otherwise in Pharmaceuticals, Chemicals, Taxtailes.
34. To carry on the business of generating distributing & tranmatting electricity through Hydro Electric
Thermal Power Project, Naptha, Diesel, Furnace oil or any other type of power project for sale,
accumulation, distribute, supply electricity and other power (subject to an in accordance with law) for
the purpose of light, heat, motive power and for any other purposes for which electric and other
energy can be employed.
35. To carry on the business of Generating distributing & tranmatting energy by Wind Mills, Solar
Modules, Bio-mass, Bio-gas, Waves or and to produce energy by any other non-conventional method
and deal in the said equipments, accessories and tools, and to enter into foreign collaboration,
contract, sole selling agency agreement for installation, erection, operation and maintenance of all
kinds of power generation equipments, products, either manufactured, sold supplied and dealt with
by the said Company or by otherwise.
36. To construct, carry out, maintain, improve, manage, work, gas work, electric works factories,
warehouses, and other works and conveniences which may seem directly or indirectly conclusive to
any of the Company's object and to contribute, subsidise or otherwise assist or take part in such
maintenance, management working control superintendence.
37. To carry on business as manufacturers trade, export, import of & dealers in compounds, adhesive,
filters, derivatives, intermediates.
38. To establish and run in any part of India elsewhere colleges or school for imparting general,
scientific, commercial, engineering or any other type of education to the students orally or through
post on such terms, and conditions as may be laid down by the company from time to time, and for
that purpose to establish libraries reading rooms, laboratories, work shop and instal equipment and to
arrange for their maintenance and upkeep & to establish institutions or imparting technical education
and for providing training in the workshop, factories, mills or other organisations all disciplines of all
establishments on such terms and conditions as the Association may deem fit and proper & to lend
or make available the services of such qualified technician, engineers and experts trained by the
institute to such other factories, establishments, mills, workshop, who are or may be in need of
services at the discretion of the institution and on such terms and condition as may be thought fit and
proper & to provide coaching for general, commercial, technical, professional or any type of
certificate, diploma courses governed by Government, Semi-Government, local authority or private
institution in any part of India.
39. To carry on business as manufacturers of and/or dealers and/or impoter, exporter of coal, coke, coal-
tar,carbon black of all kinds, natural and synthetic coal gar, fibres and films and all kinds of organic
chemical products.
40. To purchase, take on lease or otherwise acquire any running factory, mill or any other establishment.
41. To establish, run foundary, furance, workshop for fabrication, erection and allied jobs.
42. To manufacture process, prepare, preserve, refine, bottle, buy, sell and deal wether as wholesalers,
retailers, exporters, importers, principals or agents in foods, vegetables, canned and tinned and
processed foods, protien, health and instant foods including baby and dietetic foods, cereals,
beverages, cordials tonics, restoratives and aerated mineral waters and foods - stuffs and
consumable provisions for human or animal consumption.
43. To carry on the business of millers all its branches and to set up mills for milling wheat, gram, other
grains and cereals, dal, basin, maida, atta, suji, and other allied products, and to manufacture any by-
products and to manufacture food products, such as biscuits, flakes, dalia, and confectionery from
flours and to set up factories or mills for the manufacture thereof, to import, export the same.
44. To carry on the business of financing leasing, of dwelling and non dwelling building and structures
and to pay out of funds of company, all expenses with respect to promoting, forming, incorporating
such firms, companies, bodies corporates, trust, sociesties and association. Subject to premission of
RBI.
45. To establish or assist in setting up companies undertakings in India of elsewhere and to enter into
necessary collaboration for such purpose, to export technical expertises on various financial projects
to such joint venture companies/undertakings or other and to acts Corporate managers or attomeys
to bodies corporate incorporated in India or abroad. to provide investment, financial and tax
consultancy services to Non Resident Indians, Overseas Corporate Bodies, Foreign Institutions, or
nationals etc., to undertake the business of dealers in foreign exchange.
46. To finance the industrial enteprises and business establishments by way of lending and advancing
money, with or without security and upon such terms and conditions as the company may think fit
and to guarantee or become sureties for the performance of any agreement of contract entered into
by any enterprises or establishments with any financial institution, banks of other parties for obtaining
finance whether for its long term capital, working capital or for any deferred payment finance or for
any other purpose. Subject to premission of RBI.
47. To construct, purchase or take on lease cinematography, theatres, cinema halls, multiplex and other
buildings and works convenient for the purpose thereof and to manage, maintain and carry such
theatres and other buildings, when so erected on.
48. To establish shopping markets, show rooms nursing homes, schools, clubhouse, cinemas, multiplex,
marriage garden, marriage hall, office premises and other buildings, for commercial
purposes on lands-seized and licenced basis.
49. To do all types of interior decoration work, repair, fabrication, processing work according to
customer’s specification in furnishing the buildings.
50. To buy, sell, import, export, forward, clear, deal in and do business of trading in metals, iron, steel,
oils, deoiled cakcs, pharmaceuticals, building materials, cement, chemicals, leather, garments,
clothes, consumer durable, machineries pules, grains, timber, electronic goods, agri produce, edibles
and other commodities and merchandies.
51. To manufacture, deal in process styrene, butadiene ethylene, alcohol petroleum fractions and other
chemical substances of all kinds, to manufacture compounds, synthetics and other substances of all
kinds.
52. To carry on business of manufacturers, dealers, exporters, importers, purchasers & sellers of all
types of bicycle, bicycle parts, accessories, tyres and tubes.
53. To carry on and undertake the business of finance, investment and trading, hire purchase, leasing
and to finance hire purchase and lease operations purchasing, selling, hiring or letting on hire plant
and machinery and equipment including transport, vehicles, earth moving machinery, computers,
softwares, computer consumables domestic appliances and furniture that the Company may think fit.
Subject to premission of RBI.
54. To carry on business of leasing, hire purchase, equipment finance, investments, and to act as and do
business of underwriter, share broker, investment banker, corporate advisor, registrars to the issue,
and financial services. Subject to premission of RBI.
55. To acquire, purchase, sell construct, develop, build, erect, demolish, repair,renovate, alter, let out,
lease, licence, exchange, furnish, fabricate acquire tenatments, occupational rights and other
interest or rights in land, estate, buildings, flats, farms, roads, industrial sheds, pavements, concrete
structures, godowns, shops, shopping and commercial complexes, controltowers, water tanks,
bridges, culverts, row houses, hutments halls, stada, conference houses, auditourim, buildings for
dwelling and commercial purposes, public conveniences, townships, amusement parks, recreation
parks, holiday homes, warehouses.
56. To Construct, erect, Build, repair, re-Model, demolish, develop, improve, grades, curve, pave,
macadamize, cement and maintain building structures, houses, apartments, hospitals, schools,
Highways, Roads, paths, streets, sideways, alleys, pavements and to do other similar construction,
levelling or paving work,and for these purposes to purchase, take on lease, or otherwise acquire and
hold any lands and prepare lay-out thereon or buildings of any tenure or description whereever
statute, or rights or interests therein or connected therewith.
57. To deal in as buyers, buyers agents, indentors, commission agents, clearing and forwarding agency,
shipper, consignment agents in all kinds of commodities, metals, products, agri produce, chemicals
and merchandise.
58. To carry on the business of Gradening, Horticulture, Landscaping, Planters, Florists, Propeietors of
Orchard, and traders, eporters, sellers & dealers in products of plantation, horticulture, gardening, to
grow, raise, produce, plant, cultivate, buy, import, export, sell, trade & deal in trees, shrubs, plants,
sprouts, vines, seeds, roots, fruits, herbs & flowers.
59. To carry on the business in India or elsewhere to construct, build, establish, erect, promote,
undertake, acquire, own operate, transport, equip, manage, renovate, recondition, turn to account,
maintain, keep, and to run cold storages, storages chambers, iceplants, godowns, warehouses,
refrigeration houses & freezing houses for storing, warehousing, keeping preserving &
commercialising all kinds of vegetarian and non-vegetarian foods, crops, & commodities.
60. To give advice or to offer, give, take, circulate and/or otherwise organise, accept or implement any
takeover bids, mergers, amalgamations, aquisitions, diversification, rehabilitation or restructuring of
any business concern undertaking, company, body corporate, partnership firms or any other
association of persons whether incorporated or not by acquisition of shares or assets and liabilities,
and whether as a going concern or as a part of the concern of otherwise as may be required having
regard to business exigencies and to promote or procure incorporation, formation or setting up of
concerns and undertaking whether as Company, body corporate, partnership or any other
association of persons, advise and assist for or in connection with incorporate investments.
61. To carry on the business of manufacture, sell, purchase, export, import, deal in or act as agents,
distributors, suppliers of chemicals used for manufacture of pharmaceuticals, drugs, enzymes and
sanitary napkins.
62. To carry on business relating to the manpower placements, recruitment of qualified, semi qualified,
skilled, unskilled, labour/employees for any business house, industry, trade, service organization and
to act as agent and operate agency for service provider, body shoppers, training provider, advice for
placement, assist in change of jobs, recruitment agent, placement service agent, manpower
engager, consultant for manpower planning, human resource development independently or
thorough franchise through out India and abroad.
63. To carry on and undertake any transaction, operations or business as financiers, promoters,
concessionaries, guarantors, agents, and contractors and to undertake and carry out all such
operations and transactions as an individual capitalist may lawfully undertake and carryout.
64. To carry on agency business.
65. To carry on and engage in the business at its own or association with any Indian or foreign agency,
individual, firm company or Govt. undertaking either in India or abroad and also to act as franchise for
electronic information technology development, up gradation, manufacturing, processing and up
gradation of hardware, software, web-site, web-page, internet, e-mail, online electronic
communication systems, data processing, developing, producing, generating, dealing and
manufacturing and dealing, upgrading in all types of the computer hardware's, software's, computer
stationery and to run and operate the computer hardware and software training institute for the
training of the computer operations, preparations and development, up-gradation of software, SAP
packages, ERP packages, accounting, other packages and programming in India and abroad.
IV. The liability of the members is limited.
V. The Authorised Shares Capital of the Company is Rs. 5,00, 000/- (Rs. Five Lacs) divided
into 50,000 (Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.
 THE COMPANIES ACT, 1956
(COMPANY LIMITED BY SHARES)

Articles of Association
of
SENSOTECH WEIGHING SYSTEMS PRIVATE LIMITED
01. Subject to anything to the contrary hearinafter provided the regulations contained in table ‘A’ of the
first Schedule to the Companies Act, 1956 and applicable to Private Limited Companies shall apply
to this Company unless inconisisted with the provisions contained in these Articles.
02. The regulations for the management of the Company and for the observance of the members thereof
and their representatives shall subject to any exercise of the statutory powers of the Company in
reference to the repeal or alteration of its regulation by special resolution, as prescribed or permitted
by the Act be such as are contained in these Articles.
INTERPRETATION
03. In these Articles unless there be something in the subject or context inconsistent herewith.
‘The Company” means SENSOTECH WEIGHING SYSTEMS PRIVATE LIMITED

‘The Act’ or ‘The said Act’ means the Companies Act, 1956 as amended by any Act or Acts for the
time being in force in the union of India.
‘The Directors/The Board of Directors” means the D irectors for the time being of the Company and
includes any person occupying the position of a Director by whatever name called or the Directors
assembled at a meeting of the Board of Directors.
‘Month’ means the calendar Month.
‘The Office’ means the Registered Office for the time being of the Company.
‘The Presents’ means these Articles of Association or originally formed or as altered from time to time
by special resolution.
‘Dividend’ includes bonus.
‘Seal’ means the Common Seal of the Company.
‘Writing’ shall include printing and lithography and any other mode of representing or reproducing
words in visible form.
‘The Board of Directors’ or ‘The Board’ means the Board of Directors of the Company.
‘The Managing Directors’ mean Managing Directors of the Company, as defined under Section 2(26)
of the Companies Act, 1956.
‘The Secretary means the Secretary of the Company, as defined under Section 2(45) and 383-A of
the Companies Act, 1956.
PRIVATE COMPANY
04. The Company is a Private Company within the meaning of Section 2(35) and 3(1) (iii) of the
Companies Act, 1956 and the company will have a minimum paid up capital of Rs. One Lakh or such
higher paid up capital as may be prescribed from time to time under the Companies Act, 1956
accordingly :-
(a) The right to transfer shares of the company is restricted.
(b) No invitation shall be issued to the public to subscribe for any shares in or debentures of the
Company ; and
(c) The number of members of the Company shall be limited to fifty not including :-
(i) Person 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
Com pany while in that employment and have continued to be the members
of the company after the employment ceased;
(d) The Company prohibits any invitation or acceptance of deposits from the persons other than its
members, directors or their relatives.
 Provided that where two or more persons held one or more shares in the Company joiintly, they shall
for the prupose of this clause be treated as a single member.
SHARE CAPITAL
5. The Authorised Shares Capital of the Company is Rs. 5,00, 000/- (Rs. Five Lacs) divided into
50,000 (Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

06. The Company shall have power to issue preference shares subject to the provisions of the Act,
exercise such powers in any manner prescribed by the resolution authorising the issue of such
shares.
07. The Company in General Meeting may, from time to time, increase the capital by creation of the new
shares of such amount as may be deemed expedient.
08. The new shares shall be issued upon such terms and conditions and with such rights and privileges
attached thereto as the General Meeting resolving upon the creation thereof shall direct, and if no
directions shall be given as the Directors shall determine and in particular such shares may (subject
to any special rights for the time being attached to any existing class of shares) be issued with
preferential or qualified right to dividends and in the distribution of assets of the Company and with a
special or without any right of voting.
09. The Company in General Meeting may before the issue of any new shares, determine that the same
or any of them shall be offered in the first instance, and either at par or at a premium, to all the
holders of any class of shares in proportion, as nearly by circumstances admit to the amount of the
capital held by them or, make any other provisions as the issue and allotment of the new shares.
Any offer made under this clause, shall be made by notice specifying the number of shares offered
and the limited time within which the offer if not accepted, will be deemed to be declined after the
expiration of that time or on the receipt of an intimation from the person to whom the offer is made
that he declines to accept the shares offered, the Directors may likewise dispose of any new shares
which (by reason of the ratio which the new shares bear the shares held by persons entitled to any
offer of new shares) can not in the opinion of the Directors by conveniently offered under these
Articles.
10. Except so far as otherwise provided by the conditions of issue, or by these presents any capital
raised by the creation of new shares shall be considered part of the original capital and shall be
subject to the provisions therein contained with reference to the payment of calls and instalments,
lien, forfeiture, transfer and transmission, surrender and otherwise.
11. The shares shall be under the control of the Directors, who may allot or otherwise dispose of the
same to such person, on such terms and conditions and at such time as the Directors may think fit,
but subject always to the Articles herein contained and also to the restrictions mentioned in foregoing
Article hereof.
12. As regards allotments made from time to time, the Company shall duly comply with provisions of
Section 75 of the Companies Act, 1956.
13. If by the conditions of issue of any shares, the whole part of the amount of issue price thereof shall be
payable by instalment, when due be paid to the Company, by the persons, who for the time being
shall be registered holder of the share or by his executor or administrator.
14. The joint holders of a share shall be severally as well as jointly liable for the payment of all
instalments and calls due in respect of such share.
SHARE CERTIFICATES
15. The certificate of titles to shares shall be issued within three months after allotment or within two
months after the application for the registration of transfer is received under the seal of the Company
signed by two Directors and Secretary or some other person appointed by the Director subject to
such rules and regulations as may be prescribed by law from time to time.
16. Every person whose name is entered as a member in the Register of Members shall be entitled to
receive within three months after the allotment or within two months after the application for the
registration of transfer the certificate for the shares allotted to him.
17. Every certificate shall be under the seal and shall specify the shares to which it relates and the
amount paid up thereon.
18. If any certificate be old, decrepit, worn, torn or defaced where space on its reverse side for recording
transfer have been duly utilised, upon the surrender thereof to the Company, the Board shall order
the same to be cancelled and issue a new certificate in lieu thereof without any payment, if any
certificate be lost or destroyed then upon proof of such loss or destruction to the satisfaction of the
Board and on such indemnity and the payment of out of pocket expenses incurred by the Company in
investigating evidence, as the Board thinks fit, a new certificate in lieu thereof shall be given to the
person entitled to such lost or destroyed certificate on a fee of one rupee for each or such smaller fee
as the Board may determine.
SHARE TRANSFER
19. Shares may at any time be transferred to any member of the Company, (save as aforesaid and save
as provided by Article 24 and 25 hereof). No share shall be transferred to a person who is not a
member of the Company, so long as any member of the Company, or any person selected by the
Director, as one to whom it is desirable in the interest of the Company to admit, to membership, is
willing to purchase the same at the fair value as hereinafter provided.
20 Except where the transfer is made pursuant to the Article 24 or Article 25 hereof, the person
proposing to transfer any shares (hereinafter called the proposing transferor) shall give notice in
writing (hereinafter called “the transfer notice”) to the Company that he desires to transfer the same.
Such notice shall specify the sum he fixes as the fair value and shall constitute the Company, as his
agent for the sale of the shares to any member of the Company, or person selected as aforesaid
willing to purchase the shares (hereinafter called the “purchasing member”) at the price so fixed or at
the option of the purchasing member at the fair value fixed in accordance with Article 22 hereof. A
transfer notice may include several shares and in such case operate as if it were a separate notice in
respect of each share. A transfer notice can be revoked with the sanction of the Directors.
21. It the Company shall within the period of one month after being served with a transfer notice, find a
purchasing member, shall give notice thereof to the proposing transferor, who shall be bound upon
payment of the fair value as fixed in accordance with Article 20 to 22 hereof, to transfer the shares to
such purchasing member or members.
22. For the purposes of these Articles, the fair value of share shall be ascertained as follows:
(a) The Company in General Meeting may from time to time, by resolution, passed by majority of
not less than three fourth in value of the holders of the shares of the Company declare the fair
value of the shares to be hereafter dealt with in accordance with Articles 19 to 24 hereof and
until such resolution is passed the face value shall be deemed to be the fair value of the
shares.
(b) Such resolution shall remain in force until the expiration of one year after the passing thereof,
or for such lesser period as shall be specified therein or until by a resolution passed by a
majority of not less than three fourth in value of the holders of the shares it shall be annulled.
(c) If, at the time when a transfer notice is given as aforesaid, any such resolution fixing the
fair value in force, the fair value fixed thereby shall be deemed to be the fair value of the
shares comprised in such transfer notice, with the addition thereto of interest at 9% per
annum from the date of the meeting in which the fair value was last fixed to the date of the
completion of such sale (less dividend if any, paid in the meantime).
(d) If at the time when the transfer after having become bound as aforesaid, no such resolution is
in force, it shall rest with the proposing transferor and the purchasing member to fix by
agreement the fair value of the shares comprised in the transfer notice and in case any
difference arises between the proposing transferor and the purchasing member as to the fair
value of a share, the Auditors of the Company shall, on the application of either partly, certify
in writing the sum which in their opinion is fair value and in carrying on the Auditors shall be
considered to be acting as experts and not as arbitrators and accordingly the Indian Arbitration
Act shall not apply.
23. In any case the proposing transferor, after having become bound as aforesaid, makes default in
transferring the shares, the Company may receive the purchase money and the proposing transferor
shall be deemed to have appointed any one Director or the Secretary of the Company as his agent to
 execute as transfer of the shares to the purchasing member, and upon the execution of such transfer
the Company shall hold the purchase money in trust for the proposing transferor. The receipt of the
Company for the purchase money shall be a good discharge to the purchasing member and after his
name has been entered in the register in purported exercise of the aforesaid power, the validity of the
proceeding shall not be questioned by any person.
24. If the Company shall not within the period of one month after being served with a transfer notice find
a purchasing member and give notice in the manner aforesaid, the proposing transferor shall at any
time within three months afterwards be at liberty, subject to Article 28 thereof, to sell and transfer the
share to any person and at prize not less than the fair value as fixed in accordance with Article 20 or
Article 22 hereof.
25. Any share may be transferred by a member to any minor or other legal issue, son-in-law, father,
mother, brother, sister, nephew, neice, wife or husband or such member and any share of a
deceased member may be transferred by his executors, administrators or assignees to any child or
other legal issue, son-in-law, daughter-in-law, father, mother, brother, sister, nephew, neice, widow,
or widower of such any deceased member (to whom such deceased member may have specifically
bequeathed the same) and shares standing in the name of trustees to the will of any deceased
member may be transferred upon any charge of trustees to the name of the trustees for the time
being of such will and the restrictions in the Articles 19 to 24 hereof shall not apply to any transfer
authorised by these Articles.
26. The instrument of transfer shall be in writing on the prescribed form.
27. Any person becoming entitled to or the transfer of any share in consequence of the death or
insolvency of any share holder thereof or any mode other than by transfer upon producing such
evidence of his title thereto or that he sustains the character in respect of which he proposes to act
under this Article as the Directors think sufficient may with the consent of the Directors (which they
shall not be under any obligation to give) and without production of any Probait or Letters of
Administration or Succession Certificate and upon such terms as to indemnity or otherwise as the
Directors may impose, be registered as any member himself in respect of such shares or may with
such other person as the Directors may approve of. However, in the event of his proposing to such
person as aforesaid, it shall be subject to the same restrictions as those hereinbefore.
28. The Directors may in their absolute and uncontrolled discretion decline to register any transfer of
shares to a person of whom they do not approve, not being already a member of the Company and
may also decline to register any transfer of shares on which the Company has a lien. The Directors
may also suspend the registration of transfer during the fourteen days immediately proceeding the
Annual General Meeting in each year. The Directors may decline to recognise any instrument of
transfer unless the instrument of transfer is accompanied by the certificate of the shares to which it
relates and such other evidence as the directors may reasonably require to show the right of the
transfer, to make the transfer. If the Directors refuse to register a transfer of any share, they, shall,
within two months after the date on which the transfer was lodged with the Company send to the
transferee and transferor, notice of the refusal.
29. In case the Directors consider that the continuance of any person as a member of the Company is
detrimental to the interest of the Company, they may in their discreation if authorised by a resolution
passed by a majority of three fourth in value of the shareholders at a General meeting, call upon the
said person or persons to transfer his or her or their representative share or shares at a price which
the Auditors of the Company for the time being shall certify in writing under their hand to be in their
opinion, the fair selling price thereof as between a willing vendor and a willing purchaser to any one
or more of the continuing members or to any outsider approved by the above said majority of the
shareholders in accordance with the provisions of these and from the date the transfer of shares
become effective under the aforesaid resolution, the said persons shall ipso facto cease to be a
member or members of the Company may become disentitled to any of the rights, privileges and
benefits as such member of the Company.
GENERAL MEETING
30 (i) Subject to the provisions of the Section 166 read with Section 210 of the Companies Act, 1956,
the First Annual General Meeting of the Company shall be held within eighteen months from the
date of incorporation of the Company and the next Annual General Meeting of the Company
shall be held within six months after the expiry of the financial year in which the First Annual
General Meeting was held and there after an Annual General Meeting of the Company shall be
held within six months after the expiry of each financial year but so that not more than fifteen
months shall elapse between the date of one Annual General Meeting and that of the next.
 Every Annual General Meeting shall be called for 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 or town in which the registered office of the Company is situated and
the notice calling the meeting shall spicify it as Annual General Meeting.
(ii) All General Meetings other than Annual General Meeting shall be called Extra-ordinary General
Meeting.
31. A General Meeting of the Company may be called by giving not less than 7 clear days notice in
writing to all members entitled to receive the same specifying the place, day and hour of the meeting.
32. The accidental ommission to give any such notice or the non-receipt of any such notice by the
members to whom it should be given, shall not invalidate any resolution passed or proceeding held
at such meeting.
33. Two members present personally shall be a quorum for all purposes at any General Meeting.
34. On a poll every member shall have one vote in respect of each share held by him.
BOARD OF DIRECTORS
35. The number of Directors shall not be less than Two and not more than Twelve unless and until
otherwise determined by the Company at a General Meeting.
36. The First Directors of the Company shall :
1. ANUJ DIXIT
2. RAGHUNANDAN PURANIK

37. The Board shall have power at any time and from time to time to appoint a person as an additional
Director, who shall hold office until the date of the next Annual General Meeting. In any case the limit
mentioned as above regarding the maximum number of Directors shall not exceed by such
appointments.

38. The Board of Directors may appoint an alternate Director to act for a Director (hereinafter referred to
as 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. The alternate Director so appointed shall not
hold office as such for a period longer than permissible to the original Director in whose place he has
been appointed and shall vacate office as and when the original Director returns to the State in which
the meetings of Board are ordinarily held.

39. The Board shall have power at any time in the course of its business and to benefit the Company and
shall subject to the provisions of the Act be entitled to agree with any person, firm, corporation,
government, financing or other authority, that he or it shall have the rights to appoint his or its
nominee on the Board of Directors of the Company upon such terms, and conditions as the Directors
may deem fit. Such nominee Directors shall be entitled to hold office until requested to retire by the
Government authority, person, firm, institution or corporation who may have appointed them and will
not be bound to retire by rotation. As and whenever a nominee Director vacates office whether upon
request as aforesaid or by death resignation or otherwise the Government authority, person, firm,
institution or corporation who appointed such nominee Director may if the agreement so provides,
appoint another Director in his place.

40. Unless otherwise determined by the Company in General Meeting it shall not be necessary for a
Director to hold qualification share in the Company.

41. Every Director shall be paid:

(a) Such sum not exceeding the limits of meeting fee laid down in Section 310 of the Companies Act,
1956 per Directors, per meeting of the Board of Directors, as the Board of Directors may fix from
time to time for every meeting of the Board of Directors of the Company attended by him/he/her as a
Director/Committee thereof.
(b) In addition to the above, all travelling and out of pocket expenses incurred if any, for attending and
returning from the place of meeting of the Board of Directors or any committee thereof.

(c) Any sum or sums incurred by him/her in connection with the business of the Company shall be
reimbursed to him/her and shall not be included in or deemed as his/her remuneration.

(d) Subject to the provisions of Section 314 of the Companies Act, 1956 any other sum either by way of
a monthly payment or on the basis of a percentage of profits or both or otherwise as may be
determined by the Board of Directors at any time, from time to time.

42. If at any meeting at which an election of Directors ought to take place the places of the vacating
Directors or any one or more of them are not filled up, the meeting shall, unless it shall be determined
at any such meeting to reduce the number of Directors, stand adjourned to the same day in the next
week at the same time and place and if at adjourned meeting the place of vacating Directors are not
filled up, the retiring Directors or such or them as have not had their places filled up shall be deemed
to be re-elected at the adjourned meeting.

43. The office of a Director shall ipso facto be vacated in addition to the events and grounds enumerated
by Section 283(1) of the Companies Act, 1956 if by notice in writing to Company he/she resigns from
his/her office and the said resignation is accepted by the Board.

44. Subject to the provisions of Sec. 297 the Companies Act,1956 the Directors of the Company shall be
entitled to contract with the Company and no Director shall be disqualified by his having contracted
with the Company as aforesaid.

45. Subject to the provisions of Section 299 of the Act, general notice that a Director is a member of any
particular firm or Company and is to be regarded as interested in any subsequent transaction with
such firm or Company shall be sufficient disclosure of his interest after such general notice and it
shall not be necessary to give any special notice relating to any particular transaction with such firm
or Company.

46. Subject to the provisions of Section 292 of the Act, the Board of Directors may delegate any of their
powers to any committee consisting of such member or members of their body as they think fit and/or
the Managing Director. A committee so formed or the Managing Director shall in the exercise of the
powers so delegated confirm to any regulations that may from time to time be imposed upon it or him
by the Board of Directors.

47. The meeting and proceedings of any committee consisting of two or more members shall be
governed by the provisions herein contained for regulating the meeting and proceedings of the
Directors as far as the same are applicable thereto, and are not superceded by any regulations made
by the Board under the last proceedings clauses.

48. Subject to the provisions of Section 201 of the Companies Act, 1956 no Director, Managing Director
or any other Officer of the Company shall be liable for the acts, receipts, negligence or default of any
other Director or Officer or for the signing in any receipt of other acts for confirmity or for any loss or
expenses happening to the Company through the insufficiency or deficiency of title to any property
acquired by the order of the Directors for or on behalf of the Company or for insufficiency or
deficiency of any security in or upon which any of the many of the Company any shall be invested or
for any loss or damage arising from bankruptcy, insolvency or forntuitious act or any person with
whom any money, securities effects of the Company shall be invested or for any loss occassioned by
any error of judgement or over sight or for any other loss, or damage or misfortune whatsoever which
shall happen in the execution of the duties of his officer or in relation thereto unless the same
happens through his own dishonesty and wilful neglect.

POWERS AND DUTIES OF DIRECTORS

49. The Directors of the Company shall have all the powers in the Company except so far as they
stand restricted or regulated by the provision of the Companies Act, 1956 or by these Articles.
50. Without prejudice to the generality of the power conferred upon the Directors, whether by the
provision of law for the time being in force and/or applicability of the Articles of Table ‘A’ and/or the
provision of these presents or otherwise, the Board shall be entitled to exercise all such powers
and do all such acts, and these things, as the Company authorises them to execute or do, but it is
hereby expressly declared that the Directors shall have the following powers:
(i) To purchase or otherwise acquire for the Company any property whether movable or
immovable and any rights any and privileges which the Company is authorised to acquire on
such prices and generally on such terms and conditions as they think fit.
(ii) At their descretion to pay for any property, rights or privileges acquired by or services
rendered to the Company either wholly or partially in case or shares or in bonds or other
securities of the Company and such share may be issued either as fully paid up or with such
amount credited as paid up thereon as may be agreed upon any such bonds or other
securities may be either specifically charged upon all or any part of the property of the
Company and its uncalled capital or not so charged.
(iii) To accept from any member on such terms and conditions as shall be agreed and so far as
may be permissible in law, surrender of his shares in the Company or any part thereof, subject
to the provisions of Section 77 of the Companies Act, 1956.
(iv) To institute, conduct, defend, compound or abandon any legal proceedings by or against the
Company or its officers or otherwise concerning the affairs of the Company and also to
compound and allow time for payment or satisfaction of any debts or dues and of any
claims or demands by or against the Company.
(v) To refer to any claims or demands by or against the Company to arbitration and observe,
perform and carry out the awards.
(vi) To make and give receipts, release and other discharges for money or property payable or
deliverable to the company and for the claims and the demands of the Company.
(vii) To determine who shall be entitled to sign, on the Company’s behalf, cash memos, bills,
notes, receipts, acceptance, endorsement, cheques, release, contracts and documents.
(viii) From time to time to provide for the management or the affairs of the Company in such
manner as they think fit and in particular to appoint any person(s) to be the Attorney or agents
of the Company with such powers (including power to sub-delegate) and upon such terms and
remuneration as may be thought fit.
(ix) Subject to the provisions of the Companies Act, 1956 to invest and deal with any of the
moneys of the Company not immediately required for the purposes thereof in such securities
(not being shares in this Company) and in such manner as they may think fit and from time to
time vary or realise such investments.
(x) To borrow or raise, secure the payment of the sum or money for the purpose of the Company
in such manner and upon such terms and conditions as they shall think fit by mortgage,
pledge, hypothecation or otherwise charged upon all or any of the Company’s property both
present and future including the uncalled capital and to purchase, redeem or pay off such
securities.
(xi) To give to any person employed by the Company a commission on the profits of any particular
business or transaction or a share in the net profits of the Company and such payment shall
be treated as part of the working expenses of the Company.
(xii) To enter into such negotiations and rescind and vary, all such contracts and execute and do
all such acts, deeds and things in the name and on behalf of the Company as they may
consider expedient for or in relation to any of the matter aforesaid or otherwise for the purpose
of the Company.
(xiii) To sell such portions of the lands or buildings or machineries and/or other capital asset of the
Company as may not be required for the purpose of the Company.
(xiv) To subscribe for, purchase accept, take hold or otherwise acquire share in any Company,
society or undertaking the object of which shall either wholly or in part be similar to those of
 this Company or such as may be likely to promote or advance the business in the interest of
the Company.
(xv) To appoint Executives(s) and/or other members of the senior staff (he may be Director) on the
terms and conditions as they may think fit subject to the provisions of Section 314 of the
Companies Act, 1956 where applicable.
(xvi) To provide for the welfare of the employees (including Directors) of the Company or its
predecessors in business and the wives, widows and families or the dependants of
connections of such persons by building or contributing to the building of houses or dwellings
quarters or by grant of money, pensions, gratuities allowances,bonuses, profits, sharing
bonuses or benefit or any other payments or by creating and from time to time subscribing or
contributing to provident fund or other associations, institutions, funds, profits sharing or other
scheme or trust and by providing or subscribing contributing, towards places of instruction and
recreation hospital dispensaries as the Board shall think fit, subject to the provisions of
Section 293-A of the Companies Act, 1956.
MANAGING DIRECTOR(S)
51. The Board of Directors may at any time appoint or re-appoint any of the Directors as a Managing
Director upon such terms and upon such conditions in all respects as may be deemed fit by the said
Board.
52. The Managing Director(s) shall be entitled to such salary as may be determined by the Board of the
Directors from time to time and out of pocket expenses incurred in connection with the business of
the Company and such travelling and other expenses as may be permitted by the Board of Directors
from time to time.
53. The remuneration of the Managing Director(s) under the preceeding clause No. 52 shall be in
addition to any sum of money that the Managing Director(s) may be entitled to as an ordinary Director
of the Company.
54. Subject to the general supervision and control of the Board of Directors, the Managing Director(s)
shall have all the powers of the Board of Directors of the Company, unless such powers have to be
exercised by the Board under the provisions of law and in particular the Managing Director is
authorised to execute sign, enter into and to execute all such contracts, conveyances, lease,
assignments, assurances, deed, agreements, instruments, in connection with all movable and
immovable properties of the Company and in relation to the business of the Company and to enter
into all agreements, negotiations and make representation to the Government both State and Central,
Financial Institutions, Public bodies, banks etc. and shall sign, execute all necessary applications and
documents, as may be required or deemed fit and proper requisite from time to time. He may settle
any account or reckoning whatsoever on behalf of the Company.
SECRETARY
55. A Secretary possessing the qualification as prescribed by the Company's (Sectetary’s Qualification)
Rules, 1988 and as amended from time to time may be appointed by the Board of such period and
such remuneration of terms and conditions as it may think fit.
56. A Director may be appointed as Secretary subject to the provisions of Section 314 and 383 A of the
Act.
THE SEAL
57. The Board of Directors shall provide for the safe custody of the seal.
58. The seal shall not be affixed to instrument except by the previous authority of the Board or a
committee thereof authorised by the Board on that behalf. Every instrument on which the Seal is
affixed shall be signed by the Managing Director if there is one or atleast by any one Director of the
Company, if there is no such Managing Director. The share certificate shall however be sealed and
signed in accordance with the Companies (Issue of Share Certificates) Rules, 1960.
DIVIDEND
59. The Company in Annual General Meeting may declare dividend to be paid to members according to
their respective rights but no dividends shall exceed the amount recommended by the Board. The
 Board of Directors may in their discretion recommend dividend on the equity shares with reference to
the nominal value of shares.
60. The board shall be authorised to declare interim dividend from time to time out of the current years
profits or out of the accumulated balance in profit & loss account of the company.
CAPITALISATION OF PROFITS
61. The company may resolve in general meeting to capitalise free reserves & share premium account
for the purpose of issue of Bonus shares from time to time.
ACCOUNTS
62. The Company shall keep at it registered office or at such other place as the Board may decide proper
books of Accounts as required under Sec. 209 the Companies Act, 1956 or any statutory
modification thereof for time being in force, as far as the same may apply on the Company.
AUDIT
63. The First Auditors of the Company shall be appointed by the Board of Directors within one month of
the Date of Incorporation of the Company and the subsequent Auditors shall be appointed at such
Annual General Meeting of Company and shall hold office from conclusion of that meeting until the
conclusion of the next Annual General Meeting, Auditors appointment, remuneration, rights and
duties shall be regulated in accordance with the provisions of Section 224 to 231 of the Companies
Act,1956 or any statutory modification thereof for the time being in force.
WINDING UP
64. The Liquidator in the winding up (whether voluntary, under supervision of the Court or compulsory)
may with the sanction of special resolution, but subject to the right attached to any preference share
capital, divide among the contributories in specie any part of the assets of the Company and under
like sanction, vest any part to the assets of the Company in trustees upon such trusts of benefits of
the contributories as the liquidator, with the like sanction think fit.
INDEMNITY
65. Every Director, Auditor and any other Officer of the Company for the time being acting in relation to
any of the affairs of the Company and their heirs, executors and personal representative respectively
shall be indemnified by the Company from and against law suits proceeding cost, charges, losses
and expenses and the amount of such indemnity is provided shall immediately attach a lien of the
property of the Company subject to the provisions of Section 201 of the Companies Act, 1956.18
SECRECY
66. Every Director, Auditor, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant or
other persons employed in the business of the Company shall if so required by the Directors before entering
upon his duties sign a declaration pledging himself to observe strict secrecy, respecting all transactions of
the Company with its customers and State of Accounts with individuals and in matters relating thereto and
shall on such declaration pledge himself not to reveal any of the matters which may come to his knowledge
in the discharge of his duties except when required so by the Directors or by any meeting or by a Court of
law and except so far as may be necessary in order to comply with any of the provisions in these presents
contained.