p`a$p 1

pMjaIkrNa p`maaNa–p~
ka^pao-roT phcaana saM#yaa : U74120AP2013PTC087374 2013 - 2014

maOM etdWara sa%yaaipt krta hU^ ik maOsasa-

BHOSHO ARCHITECTS PRIVATE LIMITED

ka pMjaIkrNa‚ kmpnaI AiQainayama‚ 1956 (1956 ka 1) ko AMtga-t Aaja ikyaa jaata hO AaOr yah
kmpnaI p`a[vaoT ilaimaToD hO.

yah inagamana–p~ Aaja idnaaMk ]natIsa Ap`ola dao hjaar torh kao hOdrabaad maoM jaarI ikyaa jaata hO.

Form 1
Certificate of Incorporation
Corporate Identity Number : U74120AP2013PTC087374 2013 - 2014
I hereby certify that BHOSHO ARCHITECTS PRIVATE LIMITED is this day
incorporated under the Companies Act, 1956 (No. 1 of 1956) and that the company
is private limited.

Given at Hyderabad this Twenty Nineth day of April Two Thousand Thirteen. Signature Not Verified

Digitally signed by Pola

Raghunath
Date: 2013.04.29 18:19:24
GMT+05:30

Registrar of Companies, Andhra Pradesh

kmpnaI rijasT/ar‚ Aa^Qa` p`doSa
*Note: The corresponding form has been approved by SHASHI RAJ DARA, Deputy Registrar of Companies and this
certificate has been digitally signed by the Registrar through a system generated digital signature under rule 5(2) of the
Companies (Electronic Filing and Authentication of Documents) Rules, 2006.
The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).

kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :

Mailing Address as per record available in Registrar of Companies office:
BHOSHO ARCHITECTS PRIVATE LIMITED
PLOT NO. 3/A, TERRACE FLOOR, PHAE - V,, KPHB COLONY, KUKKATPALLY,,
HYDERABAD - 500072,
Andhra Pradesh, INDIA
 ...:
L.-..-.,. ,,". -j rr

INCORPORATED

UNDER THE COMPANIES ACT, 1956

(loF1s56)
COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

BHOSHO ARCHITECTS PRIVATE LIMITED

l. The name of the Company is BHOSHO ARCHITECTS PR|VATE

I-IMITED
t-
ll.- The Registered office of the company wiil be situated in the state
of
Andhra Pradesh.

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

(A) THE MA|N OBJECTS OF THE COMPANY TO BE PURSUED By THE
COMPANY ON ITS tNcORpORATtON ARE: _

1.' To carry on the business of interior designing concepts, interior designers

and to
act as technicar consurtants, industriar design, product design and
exhibition
design, training personner in interior designing, architect, advisors
in the fierd of
interior designs in lndia and abroad including collection and analysis
of designs,
and preparation, construction and installation of interior designs for
' complexes, residentiar buirdings, commerciar comprexes and for
resioentiai
commerciar
buildings and industriar comprexes and deveropment projects in rndia
and outside
lndia. I
2 Tb .,car'r'il
on a[ or any of the business rerating to conceptuarizing interior
designing concepts, architect and interior design, incruding designs,
fabrication,
erection, commissioning and performance testing and to estabrish interiors
for
residentiar, commerciar and industriar purposes and rerated works
and to entei,
,giye/take technicar consurtancy on turnkey basis, to have tie-up with any person
in or outside lndia including a firm, company, or any organization.
3. To carry on the business rerating to architect and interior design and purchasing,
,:!]l4g',importing, exporting or as distributions of ail types of interior design
material; equipment or technicar or engineering products and
other reratld
products and services.
4. To carry on the business of manufacturing, seling, buying, and retting on hire and
otherwise dealing in all kinds of interior products, articles, things whether
in lndia
or.abroad.
(B). THE OBJECTS TNCTDENTAL OR ANC|LLARY TO THE ATTATNMENT
OF MAIN OBJECTS ARE: -

1. To undertake the whole or any part of the business, Property and

Liabilities of any person or company carrying on any business which the
company is authorized to carry on a possessed property suitable for the
purpose of this business company.

2. To design, develop, produce, acquire, market, distribute, sell, import,

export or otherwise dispose, dub, edit and package software for any
media in vogue including television software programs, radio software
programs, motion picture programs, programs for the internet, corporate
film and advertisement programs and inflight airline video programs and to
establish or acquire by whatever means, studios and post production
facilities in connection with any of the foregoing, including renting out of all
or any portion thereof and to purchase and/or resell airtime on any
broadcast facility for the attainment of the main object of the Company.

3. To tak e or otherwise acquire and hold shares in any other company

having objects altogether or in part similar to those of this company of
carrying on any business capable of being conducted so as directly or
indirectly to benefit of this company.

4. To construct, maintain and alter any buildings or works necessary or

convenient for the purpose of the Company and to purchase, take on
lease or in exchange hire or otherwise acquire any property rights, or
privileges which may seem capable of being used for the purpose of
business.

5. 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 exhibitions of works or art or interest, by
publication of book and periodicals and by granting prize regards and
donations.

6. To act as stockiest, commission agents, manufactures, representative or

agents selling or purchasing agents, distributors, brokers, trustees,
attorneys.

7. To acquire, buy, repair, alter, improve, exchange let out of hire, import,
export and deal in all works, tools, utensils appliances, apparatus,
products, materials, substances, articles and things capable of being used
in any business with this Company is competent to carry on or required by
any customers of or persons, having dealing with the Company or
commonly dealt in by persons engaged in any such business or which
may seem capable or being profitably dealt with in connection therewith
 and to experiment with render marketable and deal in all products or
residual nature by products incidental to or in any of the business carried
on by the Company.

8. To enter into partnership or into any arrangements for sharing profits or

into any union of interests, joint adventures, reciprocal concession or
cooperation with any other person or persons or Company or companies
carrying on or engaged in or about to carry on or engage in any business
or transactions which this company is authorized to carry on.

9. To remunerate any person, firm or company for services rendered or to be

rendered in introducing any property or business to the company or
assisting to place or guaranteeing the placing of subscription of any of the
shares in the company's capital or any debentures or other securities of
the company.

10. Subject to the provisions of the Banking Regulations Act, 1949 to

advance, deposit or lend money, securities and properties to or with any
company, body corporate, firm person or association with or without
security and on such terms as may be determined from time to time.

11. To recruit, employ or engage the services of technical, skilled , semi-

skilled and unskilled personnel required for carrying out the activities of
the Company and to depute, designate or lend services of such
employees on such terms and conditions as may be decided by the
company from time to time

12.To insure any or all properties, godowns stock (in godowns or in transit
machinery with any insurance company or companies against all kinds of
risk to the machinery.

13.To train or pay for the training in lndia, or abroad of any of the company's
directors, officers, employees, or any candidate in the interest of or for
furtherance of the company's objects.

14. To provide for, furnish or secure to any members, employee of the

company any chattels, convenience, advantages, benefits or special
privileges which may seem expedient either graciously or othenrvise.

15. To pay for preliminary and pre-incorporated expenses of the company.

16.To procure the registration, incorporation or recognition of the company

under law or regulations of any other country.

17.To agree to refer to Arbitration the disputes, present or future, between the
company and any other company, firm or individuals and to submit the
 same to arbitration to any arbitrator in lndia or abroad and either in
accordance with lndia or any other foreign system of Law.

1 8. To aid or donate to any institution or persons engaged in or concerned

with any activity, promoting the moral, mental, or spiritual health and well-
being suffering humanity.

19. To lend and advance surplus money or give credit to such persons or
companies of any obligation and to transact all kinds of trust any agency
business in connection with and for the purpose of the business of the
company.

20. To guarantee or become liable for the payment of money or for the
performance of any obligation and to transact all kinds of trust any agency
business in connection with and for the purpose of the business of the
company.

21.To distribute to the members, in specie, any property of the company or

any proceeds of sale or disposed of any property of the company, but so
that distribution amounting to-reduction of capital be made except with the
sanction(in any) for the time being required by law.

22. To improve manage, develop grant rights or privileges in respect of or

othenarise deal with, all or any of the property, or right of company.

23. To subscribe to or otherwise and benevolent, charitable national or other

claim to support or aid by the company by reason of the locality of its
operations or otherwise.

24.To undertake, carryout, promote and sponsor any activity for publication of
any books literature, newspaper or for organizing lectures or seminars,
'likely
to advance these objects or for giving merit awards for giving
scholarships, loans or any other assistance to deserving students or other
scholars or sermons to enable them to prosecute their studies or
academic pursuits or researches and for establishing, conduction or
assisting and institution, fund trust, having any one of the aforesaid
objects, as one of its objects, by giving donations or any of the above
mentioned objects or purposes transfer without consideration or at such
fair or concessional value as the Directors may think fit and divert the
ownership of any Central or State Government or any public lnstitution or
trusts or Organizations or Persons as the Directors may approve.

25.To create any reserve fund, insurance fund or any other special funds
whether for depreciation and / or for repairing improving, research,
extending or maintaining any of the company or for any other purpose
conducive to the interest of the company.
 26. Subject to the provisions contained in the Companies Act, 1956, to
distribute as dividend or bonus among the members or to place to reserve
or otherwise apply as the company may from time to time think fit any
moneys received by way of premium on shares and debentures and any
money received in respect of dividends accrued on forfeited.

27.To lend and advance surplus money to such persons or companies and
on such terms as may seem expedient and in particular to customers and
other having dealings with the company and to guarantee the performance
of any contract or obligation and the payment of money of by any such
persons or companies and generally to give guarantees and indemnities
not amounting to insurance business.

28. To institute, conduct, defend, comprise, compound, or abandon any legal

proceedings by or against the company or its officers to compound
concerning the officers of the company and also to compound or
compromise or allow time for payment in or any debts due and of any
claims by or against the company to arbitration and to observe or carry out
or enforce the terms of the award.

29. To undertake the business of the company under any other trade name as
the Board of Directors may think fit.

30.To receive money on deposit or loan borrow or raise money in such

manner as the company shall think fir, and to secure the repayments of
any money borrowed, raised or owing by mortgage, charge or lien upon all
or any of the property or assets of the company (both present and future),
including its uncalled capital and also by a similar mortgage charge or lien
to secure and guarantee the performance by the company or any other
person or company of any obligations undertaken by the company or
another person or company as the case may be

(c) OTHER OBJECTS:

1. To undertake, promote, assist takeover, engage, establish and run all
kinds of educational institutions and training centers.

2. To carryon, in lndia or abroad, the business of Builders, Contractors,

Consulting Engineers, Architects and Designers, and also to carry on the
above in connection with contractors, developers of properties,
construction of Buildings, Factories, Road Ways, lrrigation Projects,
Dams, Canals, Bridges, and promoters of schemes of housing and or
flats, residential and commercial apartments, land development and lay
out schemes and all such allied jobs works and contracts.
 J. To offer consultancy including hardware selection, system design,
manpower selection, software development, implementation and training
on ERP (Entrepreneurs Resources Planning) packages and to spread
computer literacy and computer aided education in rural and urban areas
through application of modern techniques, media communications and to
operate data and information processing centers and to render all such
services as are required by the customers in relation to processing of
information.

4. To carry on and engage in the business of providing consultative and

technical services to the business of the Company or related business or
any other business or activity, by way of market survey, preparing
feasibility and project reports, and to enter into any arrangements of
licensing, chartering, brokerage, technical business or financial
collaboration with any other party or concern, for singular or mutual
benefit or in taking or out flowing of know-how, whether existing or newly
developed techniques, including any rights or special methods and trade
secrets.

tv The liability of the members of the company is limited.

The Authorized Share Capital of the Company is Rs.1,00,000/- (Rupees

One lakh only) divided into 10,000(Ten Thousands) equity shares of
Rs.10/- (Rupees Ten onlY) each.

The Company has power from time to time to consolidate or sub-divide or

increase or reduce its capital and to issue any of the shares in the capital,
original or increased, as ordinary or preferred, with or subject to any
preferential, special, deferred or qualified rights, including the right to be
converted into equity shares, or any other privileges, or conditions as
regards payment or dividends, distribution of assets, repayment or
reduction of capital, voting or otherwise and generally on such terms as
the Company may from time to time by special resolution determine and to
vary the regulations of the Company, as for as necessary to give affect to
the same, and upon the sub-division of a share to apportion the right to
participate in profits in any manner, subject to the provisions of law
Vl. We, the several persons, who6e names, descriplions and addresses are subscribed hereto
desirous of being furmed into a Comp€ny in puFuance of this Memoranctun of Associalion and we
respeclively agree to take the number of shercs in the capital of the Company set opposite to our
respective names.

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sl. No- and Occupation of the shiles taken by O€6cription, Occupation
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 INCORPORATED

UNDER THE COMPANIES ACT, 1956

(1 OF 1956)

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

BHOSHO ARGHITECTS PRIVATE LIMITED

PRELIMINARY

Table A is not applicable.

1. The following Articles shall be the regulations of the Company. The regulations
contained in Table 'A'shall not apply to this Company to the extent specifically and
explicity Provided here in

lnterpretation

2. Unless the contelit otherwise requires, words or expressions contained in these

Articles shall have the same meaning as in the Companies Act' 1956 or in
statutory modifications thereof in force at the date on which these Articles become
binding on the ComPanY.

a. "The Act" means the Companies Act, 1956 as amended from time to time and
statutory modifi cations hereof .
 b. "The Board" or "The Board of Directors" means the meeting of the Directors
assembled at a Board Meeting or the requisite number of Directors entitled to
pass circulated resolution as the case may be in accordance with these Articles.

c. The Company' or 'This Company' means Bhcho Architects Private Limited

d. 'The Office' means the Registered ffice for the time being of the Company

e. 'Directors' means the Directors for the time being of the Company or as the case
may be the Directors assembled at a Board Meeting

f. The Managing Director' means the Managing Director for the time being of the
Company.

g. whole time Director/Executive Director' means the whole time Director for the
time being of the ComPanY.

h. 'Year means year of account of the Company

i. The seal' means the Common Seal of he Company

PRIVATE COMPANIY

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

(a) No invitation shall be issued the public to subscribe for any shares in or
Debentures of the ComPanY

(b) The number of members of the Company' (not including persons who are in the
Employment of Company and 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)
shall be limited to fifty, and provided that where two or More persons hold one or
more share in the Company jointly they shall for the purpose of this Clause be
treated as a single members.

(c) The right to transfer the shares of the Company is restricted in the manner
hereafter provided.
 (d) Prohibib any invitation or acceptance of deposits from persons other than its
members, directors or their relatives.

(e) The minimum paid up capital of the company is Rs. 1,00,0001 (Rupees One lakh
only) or such higher amount as may be prescribed time to time.

REGISTERED OFFICE

4. The Office of the Company shall be in the State of Andhra Pradesh or such other
place as the Board may subject to the provisions of Section 17 and 146 of the Act,
from time to time determine, and the business of the Company shall be carried on
at such place or places as the Board may, from time to time determine.

SHARE CAPITAL

5. The authorized Share capibl of the company is Rs.1 , 00,0001 (Rupees One Lakh
Only) divided into 10,000 (Ten Thousand) equity shares of Rs. 101 (Rupees Ten
only) each with powers to increase or reduce or alter the same.

t't The Directors of the Company may from time to time determine the amount
payable on application and allotment at the time of issue of shares and may also
make calls upon the members in respect of any money unpaid on their shares of
such amount and payable at such times and place as they may from time to time
decide.

7. Every person whose name is entered as a member in the'Register of Members'

shall be entifled to receive within three months of the date of allotment one
certificate for all the shares under the seal of the Company and if any member so
desires, he can have more than one certificate in respect of each or more of his
shares on payment of Re. 1/- as certificate fee for each additional certificate. The
Company shall not be bound to issue more than one certificate in respect of the
same share to joint holders.

8. The Board of Directors of the Company is entitled to issue shares in

Dematerialized form as provided by the provisions of the Depositories Act, 1996

or any other Act which is relevant in this regard for the time being in force.

L lf a share certificate is defaced lost or destroyed, it may be renewed on payment

of Rs. 2l and on Executing and lndemnity Bond in respect of the shares
 comprised in the certificate after the Directlrs are satisfied as to the Genuineness
of the case.

CALLS

10. The Director may from time to time make such calls upon members in respect of
all monies unpaid on their shares.

11. lf any member fails to pay call on the day appointed for payment thereof, the
directors may at any time thereafter serve a notice on him requesting him to pay
the call with any interest which may have accrued. The notice shall name a
further day (not earlier than the expiration of (14) fourteen days from the date of
notice) on or before which the payment is required by the notice to be made and
shall state that in the event of non- payment at or before the time appointed, the
share in respect of which the call was made will be liable to be forfeited.

12. Forfeited or surrendered shares may be sold or otherwise disposed of on such

terms and in such manner as the Directors may unanimously decide and at any
time before the sake or disposal the forfeiture may be cancelled on such terms as
the directors may think fit.

ALTERATPN OF CAPITAL

13. The Directors may, with the sanction of the Company in General Meeting
increase the share capital by such sum to be divided into shares of such amount
as the resolution shall prescribe.

14. The Company may by ordinary resolution:

a) Consolidate and divide its Share Capital into shares of larger amount than its
existing shares.

b) Sub divide its existing share or any of them into shares of smaller amount
than is fixed by the Memorandum of Association, nevertheless, subject to the
provisiors of the Companies Act, 1956.

15. The Company may by special resolution, reduce, the share capital in the manner
prescribed by section 100 of the Companies Act, 1956.

16. The Company shall have power to issue all kinds of Preference Shares, including

cumulative convertible preference shares wih or without premium if any, liable to

 be redeemed in any manner permissible under the Act, and Directors may,
subject to the provisions of the Act, exercise such power in any manner they think
fit and provide for the redemption of such shares on such terms including the right
to redeem at a premium or otheMise as hey think fit.

LIEN

17. The Company shall have a first and paramount lien on every share (not being a
fully paid share) for all monies (whether presently payable or not) called or
payable at fixed time in respect time in respect of that share, and the Company
shall also have a first and paramount lien on all shares standing registered in the
name of a single person for all monies presently payable by him or his estate to
Company provided that the board of Directors may at any time declare any share
to be wholly or in part exempt from the provisions of this regulations. The
Company's lien if any on a share shall extend to all dividends payable thereon.

TRANSFER & TRANSMISSION OF SHARES

18. The shares shall be under the control of the Directors who may issue, allot, or
transfer to the existing shareholdeF or their legitimate successors on such terms
and conditions as they deem fit.

19. The Sale of the Equity shares should be first offered to the existing Sharehotders
and if the existing shareholder declines the offer, the discretionary power to sell
the equity shares lies with the Board of Directors.

20. The Directors shall have the power to issue the whole or any portion of the
Capital of the Company for subscription at any time and may reserve any portion
for issuing in future as they think fit.

INCREASE IN CAPITAL

21. The Company in General Meeting may from time to time increase its capital by
creating new shares of such amount as may be determined in

22. accordance with the provisions of the Companies Act, 1956 and the regulations
of the Company;
GENERAL MEETINGS

23. A Notice of at least seven days (unless a shorter period consented to by all the
members who are holder of equity shares) of every General Meeting specifying
theplace,dayandthehourofthemeetingandthegeneralnatureofbusinessto
betransactedthereatshallbegiventosuchpersonsasareunderthese
regulations entitled to receive hem.

24. Notice will be deemed to have been sent if they are correctly addressed and
posted to the registered addresses of the members who are entitled to receive
such notice.

25,AGeneralmeetingofthecompanymaybecalledbytheManagingDirectororby
the Board.

26. The chairman if any of the Board shall preside at every General Meeting of the
Company.

27. Notwithstanding anything contained in the preceding clause, with the consent
in

writingameetingmaybecalledaftergivingshorternoticeinthecaseofAnnual
GeneralmeetingbyallthemembersentifledtoVotethereatan,inthecaseof
per cent
any other meeting by members ofthe company holding not less than 95
ofsuchpartofthepaidupsharecapitaloftheCompanyasgivesarighttovote
at the meeting.

28. Two members personally present shall be quorum No business shall be

present'
transacted at any General Meeting unless quorum of members is

BOARD OF DIRECTORS

2g.UnlessotherwisedeterminedbytheCompanyinGeneralMeetingthenumberof
Directors of the company shall not be less than two and not more than twelve
including the nominated technical or special Directors, additional, alternate and
Debenture Directors if anY.

30. The following are the First Direclors of the Company :

1. Bhupal Reddy Kundoori

2. Manognya Chandars
 3. Arun Ryakam

31. The Directors are not required to hold qualification shares.

32. The Directors of the Company shall not be liable to retire by rotation and they
shall hold office untilthey resign he ofiice on their own accord.

JJ,

a. The Board may appoint one or more directors as Managing Directo(s) of

the Company and fill in subsequent casual vacancy occurring in these
posts. The Managing Director so appointed shall, subject to the provisions
of Section 292 of the Act and subject to the superintendence and control of
Board of Directors shall have power that may be delegated by the Board
from time to time. Such appointnent as Managing Director may be made
on such remuneration and for such period and upon such terms and
conditions as the Board of Directors may deem fit.

b. The Board shall have power at any time, and from time, to appoint a person
as an additjonal Director provided the number of the Directors and
additional Directors together shall not at any time exceed the maximum
strength fixed for the Board by these articles.

Such person shall hold office only upto the date of the next Annual General
Meeting of the Company but shall be eligible for appoinfnent by the
Company as a Director at that meeting subject to the provisions of the Act'

d. The Board of Directors shall also have power to fill a casual vacancy in the
Board. Any Director so appointed shall hold office only so long as the
vacating Director would have held the same if no vacancy had occurred

The Board appoint any person to act as alternate Director for a Director
during the latter's absence for a period of not less than three months from
the State in which meetings of the Board are ordinarily held and such
appointnent shall have effect and such appoinbe, whilst he holds office as
an alternate Director, shall be entitled to the notices of meetings of the
Board of Directors and to attend and vote thereat accordingly, but he shall
'lpso facto' vacate office if and when the absent Director returns to the
State in which meetings of the Board of ordinarily held or the absent
Director vacates office as a Director.
 form
f. Any financial institution which gives or agree to give any loan of other
in respect of
of financial assistance to the Company may' if the agreement
such loan or such financial assistance to the Company may'
if the
agreement in respect of such loan or such financial assistance
so

stipulaEs, nominate representative on the Board of

Director' Such
of such loan or
Directo(s) shall cease to be the Directo(s) upon repayment
of such rights
expire of the term stipulated in the agreement for termination
to time remove its
of nomination. Such nominating body may' from time
in their place and
nominee(s) and appoint another nominee or nominees
whileholdingsuchofficesuchnomineesshallnotbeliabletoretirementby
shares
rotation. Such nominees also need not hold qualification

Act' be entitled to agree wifi

34. The Company shall, subiect to the provisions of the
it shall have the right to
any person, firm, corporation or other body that he or
of Directors of the
appoint his or its nominees or its nominees on the Board
may deem fit Such
Company upon such terms and conditions as the Company
this articles shall be
nominees and their successors in office appointed under
under this clause shall
called Special Directors. The Special Directors appointed
corporation or
be entitledto hold office until requests to retire by the person, firm,
be bound to retire by
the body who may have appoinbd them and will not
any qualifcation shares
rotation. A Special Director shall not required to hold

35. AS and whenever special director Vacates office, whether upon request
a
person' firm' corporation or
aforesaid or by death resignation or otherwise' the
any other Director in his
body who appoinbd such Special Director may appoint
place. The Special Director may at time by notice in writing to
the Company
shall be entitled to the
resign his office Subiect as aforesaid the Special Director
obligations as any other
same righB and privileges and be subject to the same
Directors of the ComPanY'

36. Every Director of the Company shall be entitled to receive from the Company
of directors subject to
remuneration of such amount as determined by the board
which is relevant to
the provisions of the Companies Act, 1956 or any other Act
this for the time being in force

37. Every Director of the Company shall be entitled

to receive from the Company' a

allowed under the Companies

sitting fee of such a sum not exceeding as may be
time being in force' for
Act, 1956 or any other Act which is relevant to this for the
 every meeting of the Board of Directors, or for a committee of Directors attended
by him, in addition to all traveling and out of pocket expenses incurred by him
attending and returning from such meetings. Such sitting fee may vary from
Director to Director depending upon valuable guidance, advice and contribution
rendered.

38'TheManagingDirectorshallhavethepowertoconvenetheMeetingsofthe
BoardofDirectorsoftheCompanyandtoflXthedate,time'placeandagendafor
such meetings.

39.SubjecttotheprovisionsofSection2Sgand2g2oftheCompaniesAct'1956a
resolutioninwritingapprovedandsignedbythemajorityofDirectorsthe
company shall be valid and effectual as if passed at a meeting of the Directors of
the Company duly called and convened.

POWERS OF BOARD OF DIRECTORS

40. The following powers are entitled with the Board:

(a) The Directors subject to the provisions of the companies Act, 1956 or any other
Act which is relevant to this for the time being in force may, from time to time'
raise or bonow any sum of money for and borrow on behalf of the Company from
the members, or other persons, Company's financial institutions or they may
themselves advance money to the Company on such interest as may be

approved by them

(b) The Directors subject to the provisions of the Companies Act, 1956 or any other
Act which is relevant to this for the time being in force may' from time to time,
secure the payment of the money in such manner and upon such terms and
conditionsinallrespectsastheythinkfitandparticularlyintheissueof
debenfures or bonds of the Company and its uncalled capital for the time being'

41. The Directors subject to the provisions of the Companies Act, 1956 may, from
time to time, secure the payment of the money in such manner and upon such
terms and conditions in all respects as they think fit and particularly in the issue of
debenfures or bonds of the Company and its uncalled capital for the time being

42. The Board of Directors have the power to remove the director for his actions
against interest of the company, for involving in the same line of business which
is detrimental to the interest of the company, for diverting the funds of the
 company or any other restricting as the Board of Directors pass or passed by the
share holders in the general meeting of the company.

43. The Board of Directors of the company is allowed with a power to give and take
any guarantee or corporate guarantee for and on behalf of the Company subject
to the provisiorE of the companies Act, 1956 or any other Act which is relevant to
this for the time being in force

PROCEEDINGS OF THE BOARD OF DIRECTORS

44'ThequorumforthetransactionofthebusinessoftheDirectorsshallbetwoor
one third of Directors whichever is higher'

purposes
45. A resolution in writing signed by all the Diredors shall be effective for all
as a resolution passed at the meeting of the Directors duly called, held and
constituted

COMMON SEAL

46.TheDirectorsoftheCompanyshallprovideacommonsealoftheCompanyand
for the safe custody thereof. The seal shall never be used except by the authortty
of the directors or a committee of Directors previously given by means of a
resolution. Any documents to which the seal is affixed shall be signed by at least
one director of the Company and countersigned by the Managing Directo(s) of
the Company or by any other Directors of the Company

ACCOUNTS

47. The Managing Director under the supervision of the Directoc, shall cause true
accounbtobekeptofthepaidupcapitalforthetimebeingofthecompany'and
ofallsumsofmoneyreceivedandexpandedbythecompany,andthemattersin
respect of receipt and expenditure take place and of the assets and liabilities of
theCompanyandgenerallyofallcommercial,financialandotheraffairs,
transactionsandengagementsofallothermattersnecessaryforshowingthetrue
financial state or condition of the company, and the accounts shall be kept either
inEnglishorintheregionallanguageorinbothlanguagessuchbooksshallbe
kept either at the Registered office of the company or at such other place in lndia
as the Directors may think fit.

l0
 48. The Directors shall from time to time determine in accordance with the provisions
ofthecompaniesAct,l956,whetherandtowhatextentandatwhattimeand
place and under what conditions are regulations the accounts and books'
of
registeE agreements and minutes of the General Body of the Company' or any
themshallbeopentotheinspectionofthemembersandnoofthemshallbe
right of
open to the inspection of the members and no member shall have any
inspectionofthemembersandnomembershallhaveanyrightofinspectingany
accounborbooksordocumentsorregistersoroftheCompanyexceptas
conferred bY the Act.

work without pre

49. No members shall be entitled to visit or inspect the company's
permission of the Managing Director are to require discovery of any inspection
respecting any details of the Companys trading or any matters which
in the
opinion of the Directors, it will be inexpedient in the interest of the Company
to

communicate to the Public.

AUDIT

50. At least once In every year the accounb of the Company

shall be examines and

thecorrectnessthereofandoftheBalancesheetandProfitandlossaccount
ascertained by one or more Auditor or Auditcrs'

INSPECTION

giving loan or
51. The Officers and authorized nominees of any financial institution
any other form of financial assistance shall have a right to inspect the Factory
Records,Documents,Registers,BooksofAccountandotherrelevantStatutory
Booksandobtaincopiesandextractfromthemduringthenormalworkinghours
of the ComPanY.

INDEMNITY

S2.subjecttotheprovisionsofSection20loftheAct'theDirectors'Auditors'
Secretary and other ofiicers of the Company and trustees for the time
being

actinginrelationtoanyoftheaffairsofthecompanyandtheirheirs,executors
andadministrators,respectively,shallbeindemnifiedoutoftheassetsofthe
Company for and against all suits, proceedings costs' charges' losses'
damages
by reason
and expenses which they are any of them shall or may incur or sustain
ofanyactdoneorcommittedtobedoneinorabouttheexecutionoftheirdutyin

ll
 their respective offices of trust except when they incur or sustain by or through
their own willful neglect or defaults. No such officer of trustee shall be answerable
for the acts, receipb, neglects, defaulb of any other officer or trustees or for
joining in any receipts for the sake of conformity or for the solvency or honesty of
any bankers or other persons with whom any money or effects belongirg to the
Company may be lodged or deposited for safe custody or for any insufficiency of
any security upon which any money of the Company shall be invested or which
may happen in or about the neglect of default of such officer or trustee.

SECRECY

53. A Member shall not be entited to inspect the company's books without the
permission of the Directors or to require discovery of or any information
respecting any detail of the Companys trading or any matter which or may be in
the nature of Trade secret, unitary of trade or secret process which may relate to
the conduct of the business of the company and which in the opinion of the
Directors, it will not be expedient in the interest of the members of the Company
to communicate to the public.

l2
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