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PROJECT BY
SES STUDENTS (MBA II H.R.)}

MR. HARSHAL TAK.

MISS. NIKITA BORSE.

MR. SHRIKANT JOSHI.

MISS SWATI MAHAJAN.

MR. RAJESH DALVI.

MISS. TEJASWINI WAGH.

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INDEX

INTRODUCTION 04

VISION 10

MISSION 10

GOALS & OBJECTIVES 10

CORPORATE SOCIAL RESPONSIBILITY 11

MEMORANDUM OF ASSOCIATIONS 12

ARTICLES OF ASSOCIATION 20

CODE OF CONDUCT 49

HUMAN RESOURCE POLICIES 64

STRUCUTRES AND DIMENSIONS 67

STRATEGIES 70

SWOT 73


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0PTIN0S C0RP0RATI0N
At Optimus, we're motivated and inspired every day by how our customers use our soItware to
Iind creative solutions to business problems, develop breakthrough ideas, and stay connected to
what's most important to them.
We run our business in much the same way, and believe our business divisions oIIer the greatest
potential to serve our customers. They are:
O Optimus Division: Includes the Optimus product Iamily and is responsible Ior our
relationships with personal computer manuIacturers as well as online soItware and
services through Optimus Live.
O Server and Tools: SoItware server products, services and solutions, including Optimus
Azure, SQL Azure, Optimus Intune, the Optimus Server operating system, Optimus SQL
Server, Visual Studio, Silverlight, System Center products, ForeIront security products,
Biz Talk Server, and Optimus Consulting Services.
O Online Services Division: Consists oI an online advertising platIorm with oIIerings Ior
publishers and advertisers, and online inIormation oIIerings such as Phoenix and the Bino
portals and channels.
O Optimus Business Division: Includes the Optimus OIIice and OIIice 365 suites, desktop
programs, servers, and services and solutions; Optimus Dynamics; and UniIied
Communications business solutions.

We are committed long term to the mission oI helping our customers realize their Iull potential.
Just as we constantly update and improve our products, we want to continually evolve our
company to be in the best position to accelerate new technologies as they emerge and to better
serve our customers.
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It takes a true leader to spot opportunity at every turn and in any circumstance. At Optimus, the
personnel-oriented environment encourages individuality and creates leaders who have what it
takes to grow an enterprise Irom strength to strength. Maximizing opportunity, these leaders
have steadily enhanced the value oI the enterprise and have made it the reputed organization that
it is today.


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Our Greatest Asset - Our People
At Optimus, we Iirmly believe that to oIIer customers the best you need to work with the Iinest
oI minds and skills. This is why we have in place a no-compromise recruitment process that
ensures that we attract superior talent and handpick the best amongst the best.
Complementing our robust and stringent hiring process is extensive training that provides Ior
best-oI-breed` business analysts. They also go through our dedicated Training Labs and
Iunctional, quality, and culture training prior to customer interaction. We also ensure that we
nurture talent and provide an environment that encourages proIessional growth.
As a result, our business and delivery teams comprise oI highly committed proIessionals well
versed in their respective domains. Our human resource pool oI about 3000 people is
exceptionally talented, multi-skilled, and brims over with energy and enthusiasm.

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31rastructure
To enable people to give their best they require excellent inIrastructure support at every level. At
Optimus we understand this only too well and have in place world-class Iacilities complemented
by proven processes. We have made considerable investments in inIrastructure to ensure that our
centers are equipped with the latest systems and amenities.
We understand the importance and criticalities oI unhindered connectivity, conIidentiality and
capacity and to this end ensure that our Iacilities are well connected, highly secure and largely
scalable.
Our network security inIrastructure comprises high-end Iirewalls, intrusion detection, server
security and redundancies. We ensure the physical security oI our personnel and premises
through sophisticated Iire control, heat & smoke sensors, water sprinklers, and Iire suppression
systems.
Add to this, extensive data security and back up controls, well deIined, diIIerentiated spaces Ior
varied client projects, limited or exclusive access control system and customers are ensured high
levels oI confldenLlallLy

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"uality
Optimus Global Services is an ISO 9001:2000 certiIied organization. Optimus Quality Assurance
practice is multi pronged with a range oI tools being used to consistently measure operational
and organizational quality. Steered by the corporate credo oI being a 'Top Quality provider oI
Customer Interaction Services, Optimus has well established, eIIective quality measures woven
into every step and stage oI its operations. With an eIIicient ratio oI a quality expert to team
members, complete control is maintained over service level standards. Add to this, usage oI Six
Sigma methodologies that result in continuous process improvement and you have a company
with 100 quality orientation.

At the operational level, we have well-established customer Ieedback and perIormance
monitoring processes, and continuously track our processes Ior CTQ (Critical to Quality) and
CTP (Critical to Production) adherence as detailed. We design and drive service improvement
plans where necessary to ensure reliable processes.
We place a great deal oI importance on the customer`s quality perspective and incorporate
customer requirements and Ieedback as part oI the deIinition and evaluation phases oI initiatives.




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utti3 Ede Tech3oloy
OI the pillars that support Optimus, technology is perhaps the strongest. We have made
considerable investment in the latest technology and constantly upgrade the existing resources to
be on par with the world`s best. This enables us to deliver high levels oI eIIiciencies to our vast
clientele that in turn result in signiIicant cost reductions.

At Optimus we make the most oI technology to enhance our campaign management capabilities.



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'isio3NIKITA)
At Optimus, our vision is to be the best company in the world--in the eyes oI our customers,
shareholders, communities and people. We expect and demand the best we have to oIIer by
always keeping Alcoa's values top oI mind.

issio3
At Optimus, we strive to lead in the invention & development oI the industry`s most advanced
inIormation technologies, including computer systems & soItware. We translate these advanced
technologies into value Ior our customers through our proIessional solutions & services. We
strive to make technology integrate seamlessly with your business so your business can grow.

Goals & Objectives
Company Goals and Objectives are as Iollows:
O To become a global company, catering to transnational customers.
O To provide quality services and always be customer centric.
O To become the leading player in the Indian soItware industry.
To protect shareholders interest in the company, and ensure Iair returns on their investment.

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orporate Social Respo3sibility SR)
We have always adopted a sustainable approach to business. We are aware that growth is
inextricably linked to the well being oI our ecosystem - employees and business partners, local
communities and the environment. As the world gets Ilatter, we have a larger responsibility to
achieve a sustainable tomorrow.

Optimus uses natural resources responsibly to protect the environment.

We are making use oI solar power in our oIIices.

We have installed bio-gas chambers at our Mumbai head oIIice and branches to generate
energy Irom organic waste. Inorganic waste is recycled and reused at our head oIIice and
branches.

Optimus encourages its employees to work Ior designated Indian Non-Governmental
Organizations (NGOs) on community projects. They actively support the mid-day meal
program oI the Akshaya Patra Foundation. It is the world`s largest NGO school meal
program blending nutrition with education Ior more than one million children in rural
areas across seven states in India.



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(THE COMPANIES ACT 1956)
(COMPANY LIMITED BY SHARES)
EORANDU OF ASSOATON
OF
OPTUS ORPORATONSWAT)
I. The name oI the Company is Optiums Corporation.
II. The Registered OIIice oI the Company will be situated in the MUMBAI.
III. The Objects Ior which the Company is established are:
A) ai3 Objects To Be Pursued By The ompa3y O3 ts 3corporatio3 Are:
1. To carry on the business oI servicing, consulting, training, developing, designing,
marketing, trading, selling, distributing and licensing computer soItware, hardware,
Iirmware and programmes oI any or all description particularly those used in Ior or in
connection with electronics data processing equipment, computers, micro processor
based systems and providing soItware, hardware, programmes and data processing
consultancy services and computer time sharing and cad/cam services Ior preparing,
collecting, storing, processing and transmitting data oI every kind. To take up turnkey
projects Ior soItware development oI Govt. Department and Industrial Organisation and
to accept tender.
2. To establish bureaus Ior providing computer services, process data and develop systems
oI all kind by processing jobs and hiring out machine time and to assist and to set up,
operate and supervise the operation oI the data processing divisions oI such other
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companies or organizations in India or elsewhere. To plain, design, develop, programme and
implement systems Ior the use oI all kinds oI data processing equipments and systems Ior
collection, arrangements and analysis oI inIormation and the application oI data processing
technique and equipment.
3. To initiate, undertake, carry on, engage in, promote, assist, encourage and conduct
scientiIic and technical research, developments, experiments, studies, project, analysis,
examinations, surveys and test oI all kinds related to computers, electronic data
processing equipment, soItware, hardware and programmes oI all kinds oI any
equipment, parts, components, assemblies or sub assemblies thereoI.

4. To design, develop, assemble, buy, sell, distribute, import, export, alter, remodel, install,
repair, service and provide consulting services in connection with and otherwise to deal
in all classes and types oI apparatus, electronic test and measurement equipments,
analytical equipment, medical electronic instruments, data processing equipment,
electronic calculators, electronic educational equipments and services, electrical and
electronic appliances and apparatus and electronic, components oI every description and
minicomputer and microcomputer products, mainIrame and super computers, computer
networking products and services, computer soItware hardware, Iirmware and
programmes, electronic and mechanical computer and their peripherals oI every kind
equipment and terminals and workstations, (including intelligent terminals), speech
processing equipment and services and parts, assemblies and subassemblies related to the
above products and used in connection therewith, and deal in all other machines,
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machinery, appliances, apparatus, devices, materials, substances, articles or things
connected therewith including consumables, peripherals and ancillary equipment. To
establish and operate data and inIormation processing and desk top publishing centers
and to render services to customer in India and abroad.
(B) The Objects Incidental Or Ancillary To The Attainment OI The Main Objects
Are:
1. In case oI the conversion oI the Company to a public company subject to the provisions
oI the Companies Act, 1956 and other such laws, upon any issue oI share, debentures or
such other securities oI the company, to employ, commission agents and under-writers
and to provide remuneration oI such persons Ior their services by payments in cash or by
the issue oI shares, debentures or such other securities oI the company oI all types or by
the granting oI options to take the same, oI all types or in any other such manner as may
be allowed by law.
2. To negotiate and/or enter into agreements and contracts with individuals companies,
corporations and such other organizations, Ior obtaining or providing technical, Iinancial
or any other assistance Ior carrying out all or any oI the objects oI the Company and also
Ior the purpose oI activating research development oI manuIacturing projects on the basis
oI know-how and necessary Iormulas and patent rights Ior Iurthering the main objects oI
the Company.
3. To accept stock or shares in or debentures, mortgage debentures or such other securities
oI any other such company in payment Ior any services rendered or Ior any sale made to
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or debt owing Irom any such company.
4. To apply Ior purchase or otherwise, acquire any patents, brevets d`invention, licenses and
concessions conIerring any exclusive or non-exclusive or limited rights to use any
inIormation as to any invention which may seem capable oI being used Ior any oI the
objects oI the Company or the acquisition oI which may seem, calculated directly or
indirectly to beneIit the Company and to use, exercise, develop or grant licenses or in
respect oI the otherwise turn to account the property rights or inIormation so acquired.
5. To erect upon the lands belonging to the Company and upon any other such lands or
property which may be taken on lease or license by the company, Iactories, buildings,
houses and super structure as may required Ior carrying out the objects oI the Company
and in particular, equip the said buildings and/or Iactories with machinery in connection
with the business oI the company.
6. To sell, improve, manage, develop, exchange, lease, mortgage, enIranchise and dispose
oI all or any oI the property and rights oI the Company.
7. To pay Ior any lands and immovable or movable estates and / or properties or assets oI
any kind acquired by the Company or Ior any services rendered or to be rendered to the
company in connection with the business and to pay or discharge any consideration to be
paid or given by the Company in money or in shares whether Iully paid up or partly paid
up or debentures or obligations oI the Company, or partly in one and partly in another or
otherwise however , with power to issue any shares either as Iully paid up or partly paid
up Ior such purposes.
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8. To enter into contracts, agreements with any Government or Governmental Authority,
Municipal, Revenue, Local or otherwise which may seem conducive to any oI the objects
oI the Company and obtain Irom any such Government or Authority any rights, privileges
and concessions.
9. To purchase, take on lease, or otherwise acquire in the Union oI India or elsewhere any
real or personal property, estates plantations and other such lands whether Ireehold,
leasehold or such other tenure oI all types Ior the purposes oI the Company`s business.
10.Subject to Sections 391 to 394 oI the Companies Act, 1956, to enter into partnership or
any agreement Ior sharing proIits, union oI interest, reciprocal concession,
amalgamations or co-operation with any person or persons, corporation or company ,
carrying on or about to carry on or engage in any business or transaction which this
company is authorized to carry on or to engage in any business or transaction capable oI
being conducted so as to beneIit this Company directly or indirectly and to take or
otherwise acquire and hold stocks or securities and to subsidies or otherwise assist any
such company and to hold, reissue with or without guarantee such shares or securities;
and to Iorm , constitute or promote any other such company or companies Ior the purpose
oI acquiring all or any oI the property, rights and liabilities oI this Company or Ior any
other such purpose which may seem directly or indirectly calculated to beneIit the
Company.
11.Subject to Section 77 oI the Companies Act, 1956, to invest in other than investment in
Company`s own shares and deal with the moneys oI the Company not immediately
required in any scheduled banks or in trust, securities or deposit or interest with any body
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Corporate/individual/Iirm or in such other manner as is beneIicial to the Company.
12.To draw accept, endorse or negotiate promissory notes, bills oI exchange or such other
negotiable instruments, draIts, charter parties, bills oI lading and warrants oI all types in
connection with objects oI the Company.
13.Subject to Section 391 to 394 oI the Companies Act, 1956, to amalgamate with or
dispose oI or exchange any oI the business or undertakings properties or rights oI the
Company in consideration oI shares, debentures or such other securities oI all types and
to enter into any agreement or arrangement with other companies, Iirms or individuals or
joint working in business or Ior sharing oI proIits in any other such company, Iirm or
person iI such acts are advantageous to this Company.
14.To sell, dispose oI, transIer, exchange, lease or mortgage all business, undertaking,
properties or rights oI the Company or any part thereoI Ior any consideration which the
Company may deem Iit to accept in connection with its main business.
15.To make pecuniary grants by way oI donations, subscriptions, allowances, gratuities
guarantee or otherwise Ior the beneIit to persons who are or have been employed by the
Company and widows, orphans and dependents oI any such persons.
16.Subject to Section 293A oI the Act, to subscribe contribute or guarantee money Ior any
national, charitable, benevolent, public, general or useIul object oI Iunds or Ior any
exhibition.
17.To undertake and execute any trusts the undertaking whereoI may seem desirable either
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gratuitously or otherwise in connection with the main business oI the Company.
) The Other Objects Are :.
1. To establish experimental Iarms and research stations anywhere in India Ior conducting
experiments, test and research Ior developing better qualities products.
2. To carry on the business as general, commercial, color craIt and process printers
lithographers, engravers, dye makers, publishers oI newspapers, books, magazines, art
and musical production, plan and chart printers, press and Advertising agents,
contractors, ink, dye, color and manuIacturers oI and dealers oI containers and
components and machinery and manuIacturers oI and dealers in printing machinery, type
and all printers suppliers, book binders and stationers and dealers in all kind oI supplies
and equipment Ior mercantile and such other uses thereoI.
3. To carry on the business as manuIacturers and dealers in and sellers oI electronic and
soItware components and equipments audio products, electronic calculators, digital
products, micro processor based systems, minicomputers, communication equipment and
process control equipment, instrumentation and industrial and proIessional grade
electronic, computer equipments and computer soItware development.



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4. To carry on and undertake the business oI Iinance, hire purchase leasing and investment
company.
4 IV. The liability oI the members is Limited.
4 V. The Authorized Share Capital oI the Company is Rs. 40,00,00,000/- (Rupees
Forty Crores Only) divided into 4,00,00,000 (Four Crores) Equity Shares oI Rs.
10/- (Rupees Ten) each.

Dated: 1
st
Jan, 2010.
Place : MUMBAI








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(THE COMPANIES ACT, 1956)
(COMPANY LIMITED BY SHARES)
ARTES OF ASSOATON
OF
OPTUS ORPORATON
Preliminary
1. Subject headings here to shall not aIIect the construction hereoI and in these presents,
unless there is something in the subject or context inconsistent therewith.
(a) The Company` means Optimus corporatio3 so1tware.
(b) The Act` means the Companies Act, 1956 and statutory modiIications thereoI.
(c) The OIIice` means the Registered oIIice Ior the time being oI the Company.
(d) The Register` means the Register oI Members to be kept in pursuance oI section 150
oI the Act.
(e) Month` means the Calendar Month.
(I) Seal` means Common seal oI the Company.
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(g) The Directors` means the Directors oI the company and include person occupying
the position oI the Directors by whatever names called.
2. The Regulations contained in Table A` in the First Schedule to the Act, shall apply to the
Company except in so Iar as otherwise expressly incorporated herein below.
Share apital
3. The Authorized Share Capital oI the Company shall be such amounts and be divided into
such shares as may, Irom time to time, be provided in clause V oI the
Memorandum oI Association with power to increase or reduce the capital in accordance
with the Company`s regulations and provisions oI the Companies Act, 1956 Ior the time
being in Iorce in that behalI with the powers to divide the share capital whether original
or increased or decreased into several classes and attach thereto respectively such
ordinary, preIerential or special rights and conditions in such a manner as may Ior the
time being be provision oI the Companies Act, 1956.

4. The Directors may, Irom time to time, with the sanction oI the Company in General
meeting by ordinary resolution increase the share capital oI the Company by such sum to
be divided into shares oI such amount and oI such classes with such rights and privileges
attached thereto as the General Meeting shall direct by speciIying the same in the
resolution and iI no directions be given, as the Directors may determine.

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5. The Company may by ordinary resolution

(a) consolidates and divides all or any oI its share Capital into shares oI large amount
than its existing shares.
(b) sub-divide its existing shares or any oI them into shares oI similar amount than is
Iixed by the Memorandum oI Association, subject nevertheless to the provision oI clause
(d) oI sub-section (I) oI section 94 oI the Act.

(c) cancel any shares which, which at the date oI the passing oI the resolution have not
been taken or agreed to be taken by any person.

6. The Company may, subject to the provisions oI Section 100 to 105 oI the Act, reduce in
any manner, Irom time to time, by resolution :

(a) its share capital

(b) any capital redemption reserve Iund or any share premium account.

6A. The Company shall comply with the provisions oI Section 81 oI the Act with regard
to the issue oI any Iurther shares.

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SHARES
(a) Subject to the provisions oI Section 81 oI the Act and these articles, the shares in the
capital oI the Company Ior the time being shall be under the control oI the Directors who
may issue, allot or otherwise dispose oI the same or any oI them to such persons, in such
proportion and on such terms and conditions and either at a premium or at par or (subject
to the compliance with the provision oI Section 79 oI the Act) and at a discount and at
such time as they may Irom time to time think Iit and with the sanction oI the Company
in the General Meeting to give to any person or persons the option or right to call Ior any
shares either at par or premium during such time and Ior such consideration as the
Directors think Iit, and may issue and allot shares in the capital oI the company on
payment in Iull or part oI any property sold and transIerred or Ior any services rendered
to the company in the conduct oI its business and any shares which may so be allotted
may be issued as Iully paid up shares and iI so issued, shall be deemed to be Iully paid
shares. Provided that option or right to call oI shares shall not be given to any person or
persons without the sanction oI the Company in the General Meeting.

(b) The allotments oI shares shall be made by the Board oI Directors as its meetings only
by passing resolutions.

(c) Fully paid up shares may also be allotted to minors through their guardians.

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7. An application signed by or on behalI oI an applicant Ior shares in the Company Iollowed
by an allotment oI any shares therein, shall be an acceptance oI shares within the meaning
oI these articles and every person who thus or otherwise agrees to accept in writing the
shares and whose name is entered on the register oI members shall Ior the purpose oI
these Articles, be a shareholder.

8. II by the conditions oI allotment oI any shares, the whole or a part oI the amount or issue
price thereoI shall be payable by installments, every such installment shall, when due, be
paid to the Company by the person who, Ior the time being and Irom time to time shall be
the registered holder oI the shares oI his heirs, executors administrators and legal
representatives.

9. Every member or his heirs, executors, executors, assignees or other representatives shall
pay to the Company the portion oI the capital represented by his share or share which
may Ior the time being remain unpaid thereon, in such amounts, at such time or times in
such manner as the Board oI Directors shall, Irom time to time, in accordance with the
Company`s regulations require or Iix Ior the payment thereoI and so long as any moneys
are due, owing and unpaid to the Company by any member or any account, howsoever,
such member in deIault shall not be entitled at the option oI the Directors, to exercise any
rights or privileges available to him..

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CERTIFICATE OF SHARES
10.Every member shall be entitled, without payment, to one or more certiIicates in
marketable lots, Ior all the shares oI each class or denomination registered in his name, or
iI the Directors so approve (upon paying such Iee as the Directors may Irom time to time
determine) to several certiIicates, each Ior one or more oI such shares and the Company
shall complete and have ready Ior delivery such certiIicates within three months Irom the
date oI allotment, unless the conditions oI issue thereoI otherwise provide, or within one
month oI the receipt oI application oI registration oI transIer, transmission, sub-division,
consolidation or renewal oI any oI its shares as the case may be. Every certiIicate oI
shares shall be under the seal oI the company and shall speciIy the number and distinctive
numbers oI shares in respect oI which it is issued and amount paid-up thereon and shall
be in such Iorm as the directors may prescribe or approve, provided that in respect oI a
share or shares held jointly by several persons, the company shall not be borne to issue
more than one certiIicate and delivery oI a certiIicate oI shares to one oI several joint
holders shall be suIIicient delivery to all such holders.
11.The certiIicate oI title to shares and duplicates thereoI, when, necessary, shall be issued
under the seal oI the Company in accordance with the provisions oI Section 84 oI the Act
and the rules there under.
15(A) .II any certiIicate be worn out, deIaced , mutilated or torn or iI there be no Iurther
space on the back thereoI Ior endorsement oI transIer, then upon production and
surrender thereoI to the company, a new certiIicate may be issued in lieu thereoI, and iI
any certiIicate lost or destroyed then upon prooI thereoI to the satisIaction oI the
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company and on execution oI such indemnity as the company deem adequate, being
given, a new certiIicate in lieu thereoI shall be given to the party entitled to such lost or
destroyed certiIicate. Every certiIicate under the Article shall be issued without payment
oI Iees iI the directors so decide, or on payment oI such Iees (not exceeding Rs. 2/- Ior
each certiIicate) as the directors shall prescribe. Provided that no Iee shall be charged Ior
issue oI new certiIicates in replacement oI those which are old, deIaced or worn out or
where there is no Iurther space on the back thereoI Ior endorsement oI transIer.
Provided that notwithstanding what is stated above the Directors shall comply with such
rules or regulations or requirements oI any Stock Exchange or the rules made under the
Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other Act,
or rules applicable in this behalI.
The provisions oI this article shall apply to debentures oI the Company.
15(B). The Board oI Directors are authorized to split /sub-divide/consolidate share
certiIicates in accordance with the rules prescribed thereIore, and all the rules in this
regard shall apply to such shares certiIicates.
) Dematerializatio3 O1 Securities
Notwithstanding anything contained in the Articles, the Company shall be entitled to
dematerialize its securities, rematerialize its securities held by the depositories and/or to
oIIer its Iresh securities in the dematerialized Iorm pursuant to the Depositories Act, 1996
and the rules Iramed there under, iI any.
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Optio3 ive3 to i3vestors
Every person shall have the option to hold the securities with a depository. Such a person who is
a beneIicial owner oI the securities can at any time opt out oI a depository in respect oI such
security in the manner provided by the Depositories Act, and the Company shall, in the manner
and within the time prescribed, issue to the beneIicial owner the required certiIicate oI securities.
II a person opts to hold his security with a depository, the Company shall intimate such
depository the details oI allotment oI the security, and on receipt oI the inIormation, the
depository shall enter in its record the name oI the allottee as the beneIicial owner oI the security.
'oti3 Rihts o1 Depository a3d be3e1icial ow3er
The depository shall be deemed to be the registered owner Ior the purpose oI eIIecting transIer oI
ownership oI securities on behalI oI a beneIicial owner.
Save as otherwise provided herein above, the Depository as a registered owner shall not have any
voting rights or any other rights in respect oI securities held by it.
Every person holding securities and whose name is entered as the beneIicial owner in the records
oI the Depository shall be deemed to be a member oI the Company. The beneIicial owner shall
be entitled to all the rights and beneIits and shall be subject to all the liabilities in respect oI such
oI his securities that are held by the Depository.
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Reister a3d 3dex o1 be3e1icial ow3ers
The register and index oI beneIicial owners maintained by the Depository under the security
holders Ior the purpose oI these Articles except as is mentioned in the provisions oI Section 150,
151 and 152 oI the Act.
Tra3s1er o1 securities
Nothing contained in Section 108 oI the Act or these Articles shall apply to a transIer oI
securities aIIected by a transIeror and transIeree both oI who are entered as beneIicial owners in
the records oI a depository.
12.The certiIicates oI shares registered in the name oI two or more person shall unless
otherwise directed by them be delivered to the person Iirst named on the register oI
Members.
alls 3 Adva3ce O3 Shares
16(A) The Directors may, iI they think Iit, subject to the provisions oI Section 92 oI the
Act, agree to and receive Irom any member willing to advance the same whole or any
part oI the moneys due upon the shares held by him beyond the sums actually called Ior,
and upon the amount so paid or satisIied in advance, or so much thereoI as Irom time to
time exceeds the amount oI the calls then made upon the shares in respect oI which such
advance has been made, the company may pay interest at such rate, as the member
paying such sum in advance and the Directors agree upon provided that money paid in
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advance oI calls shall not conIer a right to participate in proIits or dividend. The Directors
may at any time repay the amount so advanced.
The members shall not be entitled to any voting rights in respect oI the moneys so paid
by him until the same would but Ior such payment, become presently payable.

Tra3s1er O1 Shares
13.Subject to Section 108 oI the Act, every instrument oI transIer duly stamped must be
accompanied by the certiIicate oI share proposed to be transIerred and such other
evidence as the Directors may require to prove the title oI the transIeror or his right to
transIer the shares. In case the certiIicate has been lost or destroyed, the Directors may
waive its submission on production oI evidence oI its loss or destruction to the
satisIaction oI the Directors.

14.No transIer oI shares shall be made or registered unless it be as between the joint
shareholder inter se without the previous sanction oI Directors who may in their absolute
and unrestricted discretion without assigning any reason, decline to give any such
sanction, subject to section 111 oI the Companies Act, 1956.
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15.The Company shall keep at its Registered OIIice a Register oI transIers` and therein
shall be Iirmly and distinctly entered the particulars oI every transIer or transmission oI
shares. Subject to the provisions oI Section 154 oI the Act, the Directors shall have power
to close the Register oI members` Ior the such periods, not exceeding Iorty Iive days in
aggregate in a year and thirty days at any one time, as may seem expedient to them.
19(A). Subject to the provisions oI Section 111 oI the Act and Section 22A oI the
Securities Contracts (Regulation) Act, 1956, the Directors may, at their own absolute and
uncontrolled discretion and by giving reasons, decline to register or acknowledge any
transIer oI shares whether Iully paid or not and the right oI reIusal, shall not be aIIected
by the circumstances that the proposed transIeree is already a member oI the Company
but in such cases, the Directors shall within one month Irom the date on which the
instrument oI transIer was lodged with the company, send to the transIeree and transIeror
notice oI the reIusal to register such transIer provided that registration oI transIer shall
not be reIused on the ground oI the transIeror being either alone or jointly with any other
person or persons indebted to the company on any account whatsoever except when the
company has a lien on the shares. TransIer oI shares/debentures in whatever lot shall not
be reIused.
19(B). That a Common Iorm oI transIer shall be used and the instrument oI transIer
shall be in writing and all provisions oI Section 108 oI the Companies Act, 1956 and
statutory modiIication thereoI Ior the time being shall be duly complied with in respect
oI all transIer oI shares and registration thereoI.

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19(C). No Iee shall be charged Ior registration oI transIer, transmission, Probate,
Succession CertiIicate and Letters oI administration, CertiIicate oI Death or Marriage,
Power oI Attorney or similar other document.
ie3 O3 Shares
19(D). That Iully paid shares / debentures shall be Iree Irom all lien and that in case oI
partly paid shares / debentures, the Company shall have a Iirst and paramount lien upon
all the shares/debentures registered in the name oI each member (whether solely or
jointly with others) and upon the proceeds oI sale thereoI Ior all moneys (whether
presently payable or not) called or payable at a Iixed time in respect oI such
shares/debentures and no equitable interest in any share shall be created except upon the
Iooting and condition that this article will have Iull eIIect. And such lien shall extend to
all dividends and bonuses Irom time to time declared in respect oI such
shares/debentures. Unless otherwise agreed
the registration oI a transIer oI shares/debentures shall operate as a waiver oI the
Company`s lien iI any on such shares/debentures. The Directors may at any time declare
any shares/debentures wholly or in part to be exempt Irom the provisions oI this clause.
U3paid Or U3claimed Divide3d
19E. The Company shall comply with the provisions oI Sections 205A and 205B read
with Section 205C oI the Act in respect oI any dividend remaining unpaid or unclaimed
with the Company.
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No unclaimed or unpaid dividend shall be IorIeited by the Board beIore the claim
becomes barred by law.
Reistratio3 O1 hares
16.Where a charge oI the nature reIerred to in section 125 oI the Act is created by the
Company, the Company shall, within 30 days aIter its creation, Iile the particulars oI the
charge along with necessary documents with the registrar oI companies in accordance
with provisions oI Section 125 oI the Act. The company shall also duly comply with the
relevant provisions oI part V oI the act in connection with registration oI the charges.
Ge3eral eeti3s
17.No business shall be transacted oI any General Meeting unless a quorum oI members is
present. Five members present in person shall Iorm quorum Ior the General Meetings.

18.(a) (i) The Board oI Directors, May, whenever it thinks Iit, call an Extraordinary
General Meeting.
(ii)II any time there are not within India Directors capable oI acting who are suIIicient in
numbers to Iorm a quorum, any Director or any two members oI the Company may call
an Extraordinary General Meeting in the same manner, as nearly as possible, as that in
which such a meeting may be called by the Board oI Directors.
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Subject to Section 190 and 219 oI the Companies Act, 1956, any General Meeting may be called
by giving to the members clear seven days notice or a shorter notice than oI seven days iI
consent thereto is given by members in accordance oI the provisions oI Section 171 oI the
Companies Act, 1956.
(b) One oI the Directors shall preside at every General Meeting but iI any meeting no Director is
present within 30 minutes aIter the time appointed Ior holding the meeting or shall be unwilling
to preside the members present may choose one oI them to be the Chairman oI the meeting.
19.A member oI the Company entitled to attend and vote at any General Meeting oI the
Company shall be entitled to appoint another person, who need not be a member oI the
Company, as his proxy to attend and vote in his place.

20.Subject to any rights or restrictions Ior the time being attached to any class or classes oI
shares, on show oI hands every member present in person shall have one vote Ior every
share held by him and on a poll, the voting rights oI members shall be as laid down in
Section 87 oI the Act. Provided however, the power, to grant voting rights in respect oI
preIerence share is vested with the Board oI Directors.

21.No member shall exercise any voting rights in respect oI any shares registered in his
name on which any calls or other sums presently payable by him have not been paid or in
regard to which the Company has exercised any right or lien.
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22.II within halI an hour Irom the time appointed Ior the meeting a quorum is not present,
the meeting, in case convened upon the requisition oI member, shall stand dissolved and
in any other case, it shall stand adjourned to the same day in the next week at the same
time and place.

23.That the Company shall hold annual meeting within six month oI the closing oI accounts
and 15 months Irom the date oI last annual general meeting subject to the provisions oI
section 166 oI the Act.

Directors
24.Subject to the provisions contained in the Articles and the limitations imposed by the Act,
the Directors shall be entitled to exercise all such powers and to do all such acts and
things as the Company is authorized to exercise and do.

25.The number oI Directors shall not be less than three and not more than twelve.

26.The Directors shall not be required to hold any qualiIication shares in the Company.

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27.The Iollowing shall be the Iirst Directors oI the Company:
1. iss. Swati ahaja3
2. r. Harshal Tak
3. iss. Nikita Borse
4. r. Shrika3t 1oshi.
5. iss. Tejaswi3i Wah
6. r. Rajesh Dalvi

The Board oI Directors may meet Ior transacting the business, adjourn it and otherwise
regulate its meeting, as it thinks Iit.

A Director may and on the requisition oI a Director, the Secretary shall, at any time,
summon the meeting oI the Board oI Directors.

Two Directors or one third oI total strength oI directors, whichever is higher, shall Iorm a
quorum Ior the Directors meeting, subject to Section 287 oI the Act.

The Board oI Directors may elect a Chairman or its meeting and determine the period Ior
which he is to hold OIIice. II no such Chairman is elected or iI at any meeting, the Chairman is
not present within IiIteen minutes aIter the time appointed Ior holding the meeting, the Directors
present may choose one oI them to be the Chairman oI the meeting.
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(a) Save as otherwise expressly provided in the Act, questions arising at any meeting oI
the Board oI Directors shall be decided by a majority oI votes.
(b) In case oI equality oI votes, the Chairman oI the Board, meeting, shall have a second
or casting vote.
The Board oI Directors shall have powers to appoint, Irom time to time, any other person
or persons to be additional Director or Directors but so that total number oI Directors shall not at
any time exceed the maximum number Iixed by these Articles.

Subject to Section 313 oI the Act, the Board may appoint any person to set as an
Alternate Director Ior a Director during the latter`s absence Ior a period oI not less than three
months Irom the State in which meetings oI the Board oI Directors are ordinarily held such
appointment shall have eIIect and such appointee whilst he hold oIIices as an Alternate Director,
shall be entitled to notice oI meeting oI the Board oI Directors and to attend and vote there at
accordingly, but he shall ipso facto vacate oIIice iI and when the absentee Director returns to the
State in which meetings oI the Board are ordinarily held or the absentee Director vacates OIIice
as a Director.

Director shall be liable to retire Irom the oIIice by rotation.
The Board oI Directors may decide to pay to a Director out oI the Iunds oI the Company,
by way oI sitting Iees an amount not exceeding the maximum amount as prescribed by the
Central Government under Rule 10B oI the Companies (Central Government`s) General Rules
and Forms, 1956, or any amendment made there under, Irom time to time, Ior each meeting oI
the Board or any committee or sub-committee thereoI attended by him.
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II any Director, being willing, shall be called upon to perIorm extra service or to make
any special exertions in going or residing away Irom the place oI his normal residence Ior any oI
the purposes oI the Company or has given any special attendance Ior any business oI the
Company, the Company may remunerate the Director so doing either by a Iixed sum or by a
percentage on proIits or otherwise as may be determined by the Directors and such remuneration
above provided subject to Section 198, 268, 309, 309, 314 and Schedule XIII oI the Act.

Subject to the provisions oI Section 289 oI the Act, and except a resolution which the
Companies Act, 1956 requires it specially to be passed in a Board oI Directors meeting, a
resolution determined by majority without any meeting oI Directors and evidenced by writing to
have been circulated amongst all the Directors shall be as valid and eIIectual as a resolution duly
passed at a meeting oI the Directors.

The Board oI Directors shall exercise the Iollowing powers on behalI oI the Company
only means oI resolutions passed at meetings oI the Board:

(a) the power to make calls on shareholders in respect oI money unpaid on their shares.

(b) the power to issue debentures.

(c) The power to borrow moneys otherwise than on debentures
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(d) The power to make loans.
(a) The Board oI Directors may, Irom time to time and subject to the restrictions
contained in Sections 292 oI the Act, delegate to a committee or committees consisting oI one or
more directors or to managers, secretaries, oIIicers, assistants and other employees or persons
any oI the powers, authorities and discretions Ior the time being vested in the Directors and may,
at any time revoke such powers, authorities and discretions.
(b)Subject to provisions oI Articles all deeds agreements and documents and all cheques,
promissory notes, draIts, hundies, bills oI exchange and other negotiable instruments and
all receipts Ior moneys paid to the Company shall be signed, drawn, accepted or endorsed
by the persons authorized by the Board oI Directors in this behalI.
Subject to the provisions oI Section 297 and 299 oI the Act, no Director shall be
disqualiIied, by virtue oI his oIIice, Ior contracting with the company, either as vend or purchaser
oI otherwise nor shall any contract or arrangement entered into by or on behalI oI the company
with a Director or any company or partnership Iirm in which a director is a member or otherwise
interested be avoided, nor shall any Director so contracting or being such member or so
interested be liable to account to the Company Ior any proIit realized Irom any such contract or
an arrangement by reason only oI such director holding that oIIice or oI the Iiduciary relationship
thereby established, provided that he shall disclose the nature oI his interest at the meeting oI
Directors at which the contract or arrangement is determined, iI his interest then exists or in any
other case at the Iirst meeting oI Directors aIter the acquisition oI his interest and such Director
shall be entitled to be present at the meeting during the transaction oI the business in which he is
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so interested a aIoresaid and shall be reckoned Ior the purpose oI ascertaining whether
there is a quorum oI directors present.
NUTES
The Board oI Directors shall respectively cause minutes oI all proceedings oI general
meetings and oI all proceedings at meetings oI Board oI Directors or oI Committee oI the Board
to be duly entered in books to be maintained Ior that purpose in accordance with Section 193 oI
the Companies Act, 1956.

The minutes oI each meeting shall contain:

(a) The Iair and correct summary oI the proceedings thereat.

(b) The name oI the Directors present at the meeting in case oI meeting oI Board or committee oI
Board oI Directors.

(c) The names oI Directors, iI any, dissenting Irom or not consenting to the resolution, in the case
oI each resolution passed at the meeting oI Board oI Committee oI Board oI Directors.

(d) All appointments oI oIIicers made at any meeting.
Any such minutes, purporting to be signed in accordance with the provisions oI Section
193 oI the Act, shall be evidence oI the proceedings.

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ANAGNG DRETOR
The Board oI Directors may, Irom time to time, subject to Section 197A oI the Act,
appoint, one or more oI their body to the oIIice oI Managing Director Ior such period and on
such terms as they think Iit and subject to the terms oI any arrangement entered into in any
particular case may revoke such appointment. His/their appointment shall be automatically
terminated iI he/they cease to be director/directors.

The Managing Director shall subject to the control and supervision oI the Directors
undertake the management oI the company and perIorm all the administrative Iunctions and
other duties oI the Company necessary Ior the eIIective transaction oI its business with Iull
powers to do all acts, matters and things deemed necessary, proper and expedient thereoI and
generally to exercise all the powers and authorities oI the Company except such oI them as by
the Act or any statutory modiIications thereoI Ior the time being in Iorce being in Iorce by these
presents are or may be expressly directed to be exercised by the Company in a General Meeting
or by the Directors, provided that on subsequent regulation shall invalidate any prior act oI the
Managing Director which would have been valid iI such regulation had not been made.

A Managing Director may not be paid any remuneration or may be paid such
remuneration (whether by way oI salary, commission or participation in proIits or party in one
way and partly in another) as the Directors may determine.

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Subject to Section 292 oI the Act, the Board oI Directors may entrust to and conIer upon
the Managing Director any oI the powers exercisable by them upon such terms and conditions
and with such restrictions as they may think Iit and either collaterally with or the exclusion oI
their own powers and may, Irom time to time, revoke, withdraw, alter or vary all or any oI such
powers.

Without prejudice to the general powers and to any other powers or authorities conIerred
by these Articles and subject to the provisions oI the Act, the Managing Director shall have the
Iollowing powers exercisable under the superintendent and control oI the Board oI Directors
until otherwise decided by the Board or by the Company in a General Meeting.

(i) To purchase or otherwise acquire Ior the Company any property rights oI privileges which
the company is authorized to acquire and to sell, let, exchange or otherwise dispose oII or deal
with all or any part oI the property rights or privileges oI the Company at such price and Ior such
consideration and on such terms and conditions as he may deem expedient.

(ii) To enter into, carry out, rescind or vary all Iinancial arrangements with banks, persons,
Companies, corporations or other bodies Ior or in connection with the business oI the Company.

(iii) To appoint, Irom time to time and at his discretion, Ior the purpose oI the Company,
managers, secretaries, agents, experts and other oIIicers, clerks and other employees oI the
Company on such terms and conditions and to pay, tenure and otherwise as he may deem
expedient and to determine their powers oI duties and at his discretion to terminate the services
oI any one or more oI them as he may deem expedient.
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(iv) To institute, prosecute, deIend, compromise, withdraw or abandon any legal proceedings by
or against the Company or otherwise concerning the aIIairs oI the Company and to act on behalI
oI the Company in all matters relating to any Governmental Agency or authority including those
relating to taxation, licensing, excise and customs and in matters pertaining to the insolvencies or
liquidations and to apply Ior and obtain Letters oI Administration, with or without a will, to the
estate oI persons with whom the Company shall have dealings.

Whole Time Directors
(a) The Board oI Directors may appoint one or more Whole Time Directors to look aIter and
carry on the day to day business operations oI the Company and their remuneration shall also be
Iixed by the Board, subject to Section 198, 269, 309, 314 and Schedule XII oI the Companies
Act, 1956.
(b) The whole time directors shall work under the control and supervision oI the Board oI
Directors and shall exercise such powers as may be determined by the Board oI Directors.
However, in case the Board oI Directors does not appoint a Managing Director, the whole time
director or directors shall have powers as are conIerred by these Articles on the Managing
Director.
The Seal
The Company shall have a Common Seal and the Board oI Directors shall provide Ior the saIe
custody thereoI. The seal shall not be aIIixed to any instrument except by the authority oI a
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resolution oI the Board oI Directors in the presence oI at least one Director or Two Director, iI so
required by law and such Director or Directors shall sign every instrument to which the seal be
aIIixed in his/their presence. Such signatures shall be conclusive evidence oI the Iact that the seal
has been properly aIIixed. This is, however, subject to Rule 6 oI the Companies (issue oI Share
CertiIicates) Rules, 1960.
Accou3ts
(a) The Books oI Accounts shall be kept at the Registered oIIice or at such other place as the
Directors think Iit, and shall be open to inspection by the Directors during business hours.
(b) The Directors shall, Irom time to time, determine whether and to what extent and at what
times and places and under what conditions or regulations the accounts or books or documents oI
the Company or any oI them, shall be open Ior inspection to members not being directors and no
member (not being Directors) shall have any right oI inspection to any books oI account or
document oI the Company, except as conIerred by law or authorized by the Directors or by the
Company in the General Meeting.

(c) Balance Sheet and ProIit & Loss Account will be audited once in a year by a qualiIied
auditors Ior correctness as per provisions oI the Act.
(a) The Directors may Iill up casual vacancy in the oIIice oI the Auditors.


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(b) The remuneration oI the auditors shall be Iixed by the Company in the Annual General
Meeting as otherwise decided or that remuneration oI the auditors appointed by the Directors
may be Iixed by the Directors.

Audit

(a) The Iirst Auditor oI the Company shall be appointed by the Board oI Directors within one
month Irom the date oI incorporation oI the Company and the Auditors so appointed shall hold
oIIice until the conclusion oI the Iirst Annual General Meeting.

(b) At each Annual General Meeting the Company shall appoint an Auditor to hold OIIice Irom
the conclusion oI that Meeting till the conclusion oI the next Annual General Meeting.

(c) The remuneration oI the Auditor shall be Iixed by the Company in the Annual General
Meeting or in such manner as the Company in the Annual General Meeting may determine.

(d) The Board oI Director may Iill any casual vacancy in the OIIice oI the Auditor and while any
such vacancy continues the remaining Auditors, iI any, may act, but where such vacancy is
caused by resignation oI the Auditors and vacancy shall be Iilled up by the Company in a
General Meeting.
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Notice
A notice oI document may be given or served by the Company to any member either personally
or by sending it by post to him at his registered address or, iI he has no registered address in
India, at the address, iI any within India supplied by him to the Company Ior the purpose oI
giving notice to him.
The Company shall comply with the provisions oI Section 52 and 53 oI the Companies Act,
1956.
OPANE UNDER ENSE AGREEENTS) SSUED BY DOT
62 (A). The Company shall comply with all the guidelines, terms and conditions incorporated in
the License Agreement(s), issued by Department oI Telecommunications (DOT) or as may be
amended Irom time to time Ior obtaining NLD / ILD License or any other License which the
Company may obtain Irom time to time in Iuture Irom DOT or any other Department notiIied by
Government oI India under the Telegraph Act or any other applicable act. Any violation oI the
License Agreement shall automatically lead to the Company being unable to carry on its business
in this regard.

3dem3ity
Subject to section 201 oI the Act, the Directors, Auditors, Secretary and other OIIicers Ior the
time being oI the Company and trustees Ior the time being in relation to any oI the aIIairs oI the
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Company and their heirs, executors and administrators respectively shall be indemniIied out oI
the assets oI the company Irom and against all bonIire suits, proceedings, costs, charges, losses,
damages and expenses which, they or any oI them shall or may incur or sustain by reason oI any
act done or committed in or about the execution oI their duties in their respective oIIices or trusts
except such (iI any) as they shall incur or sustain by or through their own willIul neglect or
deIault.
Subject to the provisions oI Section 201 oI the Act, no Director, Manager or other OIIicer oI the
Company shall be liable Ior the acts, receipts neglects oI any other Director or Ior joining in any
receipts or other acts Ior conIormity or Ior any loss or expenses happening to the Company
though the suIIiciency or deIiciency oI this to any property acquired by order oI the Directors Ior
or on behalI oI the Company or Ior the insuIIiciency or deIiciency oI any security in or upon
which any oI the moneys oI the Company shall be invested or Ior any loss or damage arising
Irom the bankruptcy, insolvency oI any person with whom any moneys, securities or eIIects shall
be deposited or Ior any loss, damage or misIortune which shall happen in the execution oI the
duties oI his oIIice or in relation thereto unless the same happens through his own willIul neglect
or deIault.


Wi3di3 Up

(a) II the Company shall be wound up, the liquidator may, with the sanction oI a special
resolution oI the Company and any other sanction required by the act, divide amongst the
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members, in specie or kind or otherwise, the whole oI or any part oI the assets oI the Company,
whether they shall consist oI property oI the same kind or not.

(b) For the purpose the aIoresaid liquidator may set such value as he deems Iair upon any
property to be divided as aIoresaid and may determine how such division shall be carried out as
between the members or diIIerent classes oI members.

(c ) The liquidator may, with the like sanction, vest the whole or any part oI such assets in
trustees upon such trusts Ior the beneIit oI the contributors as that liquidator shall think Iit but so
that no member shall be compelled to accept any shares or such other securities whereon there is
any liability.

Arbitratio3
Whenever any diIIerence or dispute arises between the Company on the one hand and any oI the
members or their heirs, executors, administrators, nominees or assignees on the other hand or
between the members inter-se or their respective heirs, executors, administrators, nominees or
assignees on the other hand or between the members inter-se or their respective heirs, executors,
administrators, nominees or assignees inter-se touching the true intent, construction or incident
or consequences oI these Articles or touching anything done, executed, omitted or suIIered in
pursuance thereoI or to any aIIairs oI the Company, every such dispute or diIIerence shall be
reIerred to the sole arbitration oI the Chairman Ior the time being oI the Company or to some
person appointed by both parties and it will be no objection that he is an OIIicer oI the company
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or that he had to deal with such disputes or diIIerences and it is only aIter an Award is given by
such Arbitrator that the parties will be entitled to take any other proceedings relating to such
disputes diIIerences and award. The Award made by such Arbitrator shall be Iinal and binding
on the parties. The arbitration shall be conducted according to the provisions oI the Arbitration
Act, 1940.
Dated: 1
ST
January, 2010.
Place : MUMBAI










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Rules and Regulations oI Service and Conduct Ior Managerial and Superintending
StaII.(RAJESH)

. 3troductio3

These 'RULES AND REGULATIONS OF SERVICE AND CONDUCT shall come into Iorce
Irom 01/01/2010. They shall apply to all employees oI the Company whose conditions oI service
and employment are not governed by the Model Standing Orders or Standing Orders certiIied
under the 'Industrial Employment (Standing Orders) Act, 1946.

In the event oI an Appointment Letter, Agreement or the 'RULES AND
REGULATIONS OF SERVICE AND CONDUCT mentioned hereunder by way oI
alteration, the addition or deletion shall prevail and will be applicable to the employee.

. De1i3itio3s

In these 'RULES AND REGULATIONS OF SERVICE AND CONDUCT, unless the
context otherwise requires:

. 'Company shall mean each establishment under GROUP regardless oI where
its Factories, OIIices, Branches, Sales Houses, Sales OIIices, etc., are situated.
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. 'Employee shall mean and include all those employed as 'Managerial and
Superintending StaII and who`s Appointment Letter speciIies that they either belong
to the 'Managerial and Superintending StaII or mentions 'You will be governed by all
the rules and regulations applicable to the oIIicers in your category.

. 'Management means such Director or Directors oI the Company vested with due
authority by the Board oI Directors oI the Company and includes any other person or
persons duly authorized by the said Director/s regarding enIorcement, observance or
execution oI the 'RULES AND REGULATIONS OF SERVICE AND CONDUCT.

. Unless speciIically stated to the contrary, the masculine shall include the Ieminine and
the singular shall include the plural, where relevant.

. Rules A3d Reulatio3s O1 Service

. Probationary Period

All new appointments are subject to a period oI probation speciIied in the Appointment
Letter. The Management may, in writing, conIirm, extend the period oI probation or
terminate the appointment at the expiry oI the period oI probation, at their sole
discretion. During the course oI probation or any extension thereoI, the appointment
may be terminated in writing by either side without assigning any reason and without
notice or by a notice oI the period speciIied in the Appointment Letter.

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. Consolidated Salary and other Allowances, Increments and Promotions

The Consolidated Salary and Allowances shall be payable in arrears at the end oI each
calendar month, in accordance with the terms oI the Letter oI Appointment or
subsequent alterations or amendments iI any, communicated in writing to the employee.

Periodical improvements in the Remuneration plan oI the employee and his promotion
to higher positions in the Company are not automatic but will depend on the
employee`s contribution to the growth oI the Company and the results achieved by him
in the sphere oI activities assigned, as assessed and evaluated by the Management.

. Attendance

The employee shall not absent himselI Irom duty without Iurnishing adequate reason
Ior doing so and obtaining sanction or regularizing his absence with leave.

The ordinary working hours oI the employee shall be as speciIied by the management,
but the employee shall, iI and when so required by the Management, work Ior such
Iurther period over and beyond such normal working hours, without being entitled to
any extra remuneration.

The employee shall Iollow any system oI recording attendance prescribed by the
Management.


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. Punctuality

The employee shall come a Iew minutes earlier that the scheduled time and set an
example to others, especially those who either work under him or report to him.

. Search

Normally, employees are not likely to be searched while entering or leaving the main
gate. However, the Management has the right to search employees as and when they so
decide and, at such time, the employees shall Ireely allow themselves as well as their
vehicles to be searched. The Management may also introduce a system whereby the
employees are provided with Identity Badges and insist on their being shown as and
when demanded by the authorities notiIied in this respect.

. Leave

The employee will be eligible Ior Annual Leave as notiIied Irom time to time. Except
in the case oI unIoreseen circumstances, no employee is permitted to avail leave
without prior sanction Irom his superior or the person who is authorized to grand leave
to him. InIorming about the planned leave in advance is considered not only a matter oI
discipline but also a matter oI courtesy.




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. Termination

The service oI an employee may be put to an end and terminated by either the
Management or the employee, giving to the other, due notice oI the period mentioned
in his Letter oI Appointment or in any subsequent written communication by the
Management to the employee in this respect.

When payment in lieu oI notice is oIIered either by the Management or the employee,
the notice pay shall mean the consolidated salary only and does not include cash
equivalent oI any perquisites, allowances, bonus, etc.

. Abandonment oI Service

II an employee absents himselI without prior permission and / or prior sanction oI leave
or overstays beyond the period oI leave originally granted or subsequently extended Ior
10 or more working days, he will be deemed to have voluntarily abandoned service.
The employee will be given an opportunity to explain his absence/overstay. The
decision taken by the Management subsequently will be communicated to the
employee.

. Illicit Gain

The employee shall not, either by virtue oI his employment or in the course oI his
duties, receive either directly or indirectly, any giIt, gratiIication, commission or
consideration Ior his personal gain Irom any person.
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.Non-Divulgence oI Trade Secrets, etc.

No employee, either during the continuance oI his employment or Ior a period oI Iive
years Irom the date oI cessation oI his employment, shall divulge disclose or impart to
any person/organization, any trade secret, manuIacturing process or any inIormation
concerning the business/Iinance oI the Company or any dealings, transitions or aIIairs
oI the Company which come to his knowledge during or in the course oI his
employment.

.Other Employment, Business, etc.

No employee, while in the service oI the Company, is allowed to accept other
employment, or undertake any work or service, either direct or indirect, honorary or
otherwise, without previous written permission Irom the Management. No employee
shall carry on any business on his own account while he is in the service oI the
Company.

No employee shall have any trade or business interests with relations speciIied in the
A33exure, who in turn have connection with the Company as suppliers, dealers, agents
or contractors, without prior consent or approval in writing by the Management.

.WillIul Waste, Damage or Injury to the Property oI the Company

The employee shall not willIully do or commit, or suIIer to be done or committed,
waste, damage or other injury to the property or goods belonging to the company. The
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employee shall not lend property or goods entrusted to his charge by the Company, to
any person without the written consent oI the Management. The employee shall pay
damages to the Company Ior any such waste, damage or injury to the goods or property
oI the Company, as determined by the Management. Besides being liable Ior dismissal
Irom the service oI the Company, the employee shall also be bound to replace such
property or goods in the condition in which they were entrusted to the employee by the
Company subject to reasonable wear and tear, or pay damages to the Company as may
be determined by the Management.

.Discoveries, Inventions and Patents

II at any time during the employment or one year thereaIter, the employee shall make,
perIect, discover or acquire any new invention or any improvement or improvements in
or relating to the design and / or process oI manuIacture and/or Iinishing oI goods either
patented or patentable, or any interest therein, he shall Iorthwith communicate the same
to the Company, in whom the same shall thereupon vest absolutely and who may with
or without the concurrence oI the employee obtain Letters oI Patent in respect thereoI;
and employee shall do all things necessary oI obtaining and legally vesting such Letters
oI Patent in the Company or its nominees and the remuneration (iI any) paid to the
employee Ior any such invention shall be as determined by the Management aIter
consideration oI each particular case.

.Strikes, Lockouts and Closure

The employee shall attend duty during periods oI strike, lockout and closure, unless
instructed to the contrary in this respect. In addition, he will observe working hours
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other than normal, depending upon exigencies during such strike, lockout or closure
and shall be liable to perIorm such duties and responsibilities other than those
perIormed by him during normal time, as may be assigned to him by the Management.

.Deputations, TransIer or Loan oI Service

The Management reserves the right to send the employee on deputation, lend or transIer
the service oI the employee not only within the Company or any place in India but also
to the employment oI any oI its subsidiary or associate or associate companies.

.Physical and Mental Fitness

The Management may, at its discretion, direct the employee to be examined by the
Company`s Medical OIIicer or by a Medical Practitioner speciIied by them in this
behalI. II any such examination shows that the employee is suIIering Irom any disease
or complaint that is incurable or not curable within a period oI six months, the
Management shall be entitled to terminate the service oI the employee in accordance
with Clause 7.

.Retirement

An employee who has completed the age oI 58 years shall retire Irom the service oI the
Company on the 1
st
April Iollowing the month in which he completed 58 years, as per
the age/date oI birth recorded in the Company`s records. He may, however be

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reappointed by the Company Ior such period and on such terms and conditions as may
be mutually agreed upon.

.Service CertiIicate

Every employee shall be entitled to a CertiIicate in the prescribed manner at the time oI
cessation oI his employment by termination, dismissal or retirement.


'. Rules O1 o3duct

The position, which the employee occupies in the Company, makes it obligatory on his
part to conduct himselI in such a manner that the Company`s Iair name and image in all
spheres oI liIe, and in the community at large, are maintained. The Management expects
that the employee will serve the Company with zeal and diligence to promote the mutual
interests oI the Company and the employee.

It shall, thereIore, be the endeavor oI the employee to ensure that his conduct and
behavior even outside the Company are such that they do not aIIect his or the Company`s
reputation. Any act oI misbehavior involving moral turpitude on the part oI the employee,
even outside the Company, will have a bearing on the company`s standing in the
community.



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. Adherence to Law

The Company Iollows the principle that all dealings, measures, contracts, etc., should
be strictly lawIul and its employees are bound to observe the same principle.

This basic principle does not arise out oI business expediency, viz., that trespassing the
law may bring about business disadvantages such as prosecution, tax or duty
punishments, etc., but it is observed quite independently oI any business opportunism.

Every employee is personally responsible or adherence to the laws in his range oI work
and it is the duty oI all superiors to supervise careIully to ensure this.

Arguments brought Iorward sometimes, that in order to achieve advantages or quicker
business results in the interests oI the Company, certain deviations Irom the above
principle would be necessary, are totally unacceptable.

It is also not permissible Ior anyone in the Company to assist a third party in any
unlawIul dealings.

Also, in the private and personal spheres, the employee is required not to get involved
in any unlawIul dealings-Ior instance, Tax, Customs Duty, or Foreign Exchange
oIIences or undue indebtedness-which would reIlect upon his position and dealings in
the Company and which could aIIect his reputation within and outside the Company.
The more responsible the position oI an employee, the more Iar-reaching can be the
consequences oI his prosecution, also Ior the Company.

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The Company will in no circumstances protect or assist the employee in a prosecution
launched against him Ior any breach or violation oI any Law or Regulation.

. Extra Curricular Activities

The Company does encourage the employee to be a part oI the community where he
lives and participates in and accepts oIIices oI honorary capacity in community
activities like Social WelIare Committees, Co-operative Societies, Clubs, Rotary/Lions,
Educational Institutions, etc. The spirit behind such participation should be service and
not other considerations. At the same time, the Management expects the employee to be
selective in accepting such tasks, keeping in mind his own need Ior rest and relaxation,
and that his involvement in such activities does not impair his health or aIIect his main
responsibilities in the Company.

Another sphere oI such activity is participation in developmental programs, courses and
seminars conducted by diIIerent organizations, Many a time, an employee may also be
requested to assist the organizers oI such courses by being on the Faculty. The
Company supports participation in such activities but within limits so that they do not
interIere with the due execution oI his duties and responsibilities.

In all such cases, the company expects the employee to take prior permission Irom the
Management.

The employee may also be called upon to contribute articles to journals and periodicals
oI a general and proIessional nature, deliver lectures and talks in institutions, colleges
and on radio/television. The Management should be apprised oI such activities and
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copies oI articles, talks and lectures should be submitted to the Management Ior prior
approval.

. Political and Communal Activities

The Company expects the employee to reIrain Irom involving himselI in controversial
spheres like political parties, communal organizations, etc. The employee is, oI course,
Iree to have his own political and communal ideologies but active involvement in this
Iield is considered inadvisable by the Company, as the personal opinion oI the
employee may be construed as the opinion or the ideology oI the Company with which
he is associated. ThereIore, it is imperative that the employee keeps away Irom active
political liIe while in the service oI the Company.

. Accepting GiIts, Presents/Invitations to Parties and Private Functions

Many suppliers, customers and other parties with whom the Company has business
connections, may not only invite the employee to private Iunctions like weddings,
house-warming ceremonies, etc., but also oIIer to pay Iares or provide transport Ior the
journey involved in connection with the Iunction and look aIter the employee`s
boarding and lodging. In addition, the employee may also be given giIts, which may be
handsome and lavish.

To accept such invitations or giIts, particularly at the cost oI the host, will have
negative consequences Ior the Company, as:


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- The image oI the Company will be adversely aIIected
- One cannot be selective in such matters without oIIending others.
- It will be impossible to accept all such invitations.

The host may in return expect a Iavor Irom the employee or the intention may be to use
the employee to indirectly inIluence a decision oI the Company, in which the host is
interested. Whatever may be the intention oI the host and in whichever Iorm the reward
is made, the Company will appreciate iI the employee reIrains Irom accepting such
invitations or presents.

It is common to receive presentation articles Irom suppliers, customers, etc., and giIts
during Iestivals. Such giIts, when received, are to be Iorwarded to the HR Head who
will distribute them to diIIerent managerial divisions. However, giIts oI a consumable
nature, eg., cakes, sweets, etc., need not be sent to the HR Head but should be
distributed locally.


'. Ge3eral

The Management reserves the right to amend the 'RULES AND REGULATIONS OF
SERVICE AND CONDUCT Irom time to time at its sole discretion.




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ANNEXURE
(ReIerence: Clause 12)
(Other employment, business, etc.)
Relatio3s:
1. Father
2. Mother (including step-mother)
3. Son (including step/adopted son)
4. Son`s wiIe
5. Daughter (including step/adopted daughter)
6. Father`s Iather
7. Mother`s mother
8. Father`s mother
9. Mother`s Iather
10. Son`s son
11. Son`s son`s wiIe
12. Son`s daughter
13. Son`s daughter`s husband
14. Daughter`s husband
15. Daughter`s son
16. Daughters` son`s wiIe
17. Daughter`s daughter
18. Daughter`s daughter`s husband
19. Brother (including step-brother)
20. Brother`s wiIe
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21. Sister (including step-sister)
22. Sister`s husband
23. Husband`s Iather
24. Husband`s mother
25. Husband`s sister
26. WiIe`s Iather
27. WiIe`s mother
28. WiIe`s brother
29. WiIe`s sister
30. Husband`s Iather`s Iather
31. Husband`s Iather`s mother
32. WiIe`s Iather`s Iather
33. WiIe`s Iather`s mother
34. Husband`s other`s Iather
35. Husband`s mother`s mother
36. WiIe`s mother`s Iather
37. WiIe`s mother`s mother
38. Husband`s brother
39. Husband and WiIe
0Members oI a Hindu Undivided Family









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HR Policies

Being an employee oI Company Name every employee will have to Iollow the below
mentioned Conduct and Discipline rules and no one in allowed abusing the system
while on duty , II management Iinds any employee against the system, Management
shall render an employee liable Ior disciplinary action.
O Employees must be at the place o1 work by the Iixed / notiIied time, an
employee who reaches the oIIice within 10 minutes oI the Iixed / notiIied
starting time may be allowed to perIorm his / her duties. II in case he/she is not
able to do so he must inIorm this to his/her reporting authority and to Hr.

O All the Employees have to wear their ide3tity cards while on duty.

O Employees are 3ot allowed to check their perso3al mails.

O II management Iound loi3 time oI any employee a1ter : A twice, it
should be countable as a Hal1 day.

O Employees can atte3d their perso3al calls but it should 3ot disturb other
present there. Management will not bear iI any employee Iound that he/she is
doing misuse oI this Iacility or waste time on it, management allow the use but
with limits , maximum duration is 15 to 20 min. Employee are not allowed to
consume productive time on just phone calls (personal).

O Employees will keep their cell/mobile pho3es o3 Sile3t or 'ibratio3
mode and to attend the calls outside the oIIice premises.
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O The u3ch timi3s would be : P to : P, an employee can avail this hour Ior
their personal work, and they can go out oI oIIice aIter inIorming to the reporting
authority or in Hr Department.

O Frie3ds/relatives are allowed to visit the oIIice but it should 3ot disturb
other employees, and their visit should not be more than 30 minutes (halI an hour), they
can sit in 504 or conIerence room during this session.

O No employee shall, except with prior permission, use Company`s telephone, telex and
Iax Iacilities Ior private purposes. In case, in emergencies, such a use is permitted, with
the authorization Irom Hr/ his or her Supervisors/Reporting authority/management.

O Further, an employee coming late to work or Iound absent Irom his station / place oI
work during working hours, without suIIicient reasons or without authorization Irom his
/ her Supervisors, shall be treated abse3t 1or the duration oI his / her absence and shall
not be entitled to wages Ior the period. In addition, the competent authority may, at its
discretion, also take suitable disciplinary action against the employee concerned.

O No one is allowed to keep user passwords, iI they are using any passwords they are
required to share it with each member oI Company Name, as the computers are Ior their
oIIicial work in case they are absent, their computers can be accessible by other members
Ior oIIicial work.

O Negligence oI work by any employee will not be tolerable by the management;
Management shall render an employee liable Ior disciplinary action.


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O Every Employee is required to make the entry iI they are taking any oIIice belongings to
their respective homes (i.e. Books/magazine/Laptop/Pen drive etc.) and in case oI any
damage/lost that particular employee is liable towards it.

O 1 i3 a3y u3avoidable circumsta3ces, o3e has to take leave or is late due to some
reaso3, the3 he or she 3eed to i31orm me i3 perso3al co3tact 3o: o3cer3 perso3
ob Number; a3d li3e 3umber).

We believe in our Employees and we appreciate their loyalty and commitment towards
their work and organization, every employee in Company name can look Iorward to a
proIessional working environment, with a clear Iocus on perIormance.

We wish you all the best and looking Iorward to a long and mutually-rewarding
relationship.



With warm regards,
HR Department
OPTIMUS CORPORATION





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Structure a3d Dime3sio3s (shirkant)
Our company`s products are related to SoItware, which are very highly skilled and quality
products. So, each and every employee should contribute to the common task oI the department.
Hence, task are adjusted and reIined through employee and Team work.
There is less hierarchy oI Authority and control. And there are Iew rules and regulations,
because each and every employee should contribute in every in every.
Knowledge and control oI task are located anywhere in organization so, boss and subordinates
relations are Iriendly and very coordinative to each other. Superior delegates the authority to the
subordinates.
Communication is horizontal as organization structure is more Organic` less Mechanic and
Flat` in size.
As Company`s environment is highly uncertain and high risk involved in it. ThereIore in our
organization many integrating roles, extensive planning, Iorecast high speed response to the
market involved.
There is need oI teamwork. Hence, we Iollow the Organic` structure.



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Our organization has Structure Dimensions. It provides labels to describe internal characteristics
oI organization. So, our internal characteristics are Iollows:
Formulizatio3:
We deal with the quality and soIt work; hence there is a less paper work. But Ior Quality
Assurance we give the certiIicate to our customers. For the purpose we have that QA
documentation department.
e3tralizatio3:
Hierarchical level is horizontal rather than vertical. Being Iollowed Decentralization oI the level
and authority in the organization Ior the working Environment.
Specializatio3:
Division oI work is not done at particular level, but some works are given to specialized
employees.
Perso3al ratio:
Deployment oI people to various Iunctions or various departments is not speciIied in
organization.
Hierarchy o1 authority:
As horizontal level oI hierarchy oI the whole organization; there is direct contact oI executives to
the upper level management.
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Pro1essio3alism:
We take the BE candidates, soItware engineers and designer and MBA, Graduate candidates;
except the oIIice boy, peon. So little training requires updating them.
Actually structure oI the whole Organization contains the 5 Directors oI 5 diIIerent branches,
under the 1 CEO.
5 Directors are Irom 5 regions, i.e. Irom the Pune, Delhi, Kolkata, Chennai, and Bangalore.
Main OIIice is in the Mumbai, where the CEO is looking the whole organization Iunctions. He
only takes the proIit Irom the respected Director and there is Iull Ireedom to the Director to take
decision Ior their company.
5 Directors are working on the head oI respected Head oI the Respected Departments. And
under the HOD there is GM, Executives.
The maim oIIice has some several HODs Ior the HR, Marketing, Finance, and other departments.





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Stratey O1 Optimus (teju)

Optimus has adopted a client-Iocused strategy to achieve growth. Rather than Iocusing on
numerous small organizations, it Iocuses on limited number oI large organizations throughout
INDIA. In order to cater its clients, the company emphasizes on custom-built soItwares. Another
diIIerentiating Iactor Ior optimus is that it commands premium margins. Company does not
negotiate over margins beyond a certain limit and some time preIers to walk-out rather than
compromise on quality Ior low-cost contracts. This has helped in building an image Ior quality
driven model rather than cost-diIIerentiating model.

Increase business Irom existing and new clients: optimus has Iocused on expanding the nature
and scope oI engagements Ior the existing clients by increasing the size and number oI projects
and extending the breadth oI its service oIIerings. For new clients, it provides value added
solutions by leveraging its in-depth industry expertise. It increases its recurring business with
clients by providing soItware re-engineering, maintenance, inIrastructure management and
business process management services which are long-term in nature and require Irequent client
contact.

Expand geographically: optimus plans to establish new sales and marketing oIIices,
representative oIIices and global development centers to expand its geographical reach. It plans
to increase presence in China through optimus China, in the Czech Republic and Eastern Europe.

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Enhance Solution Set:
Optimus Iocuses on emerging trends, new technologies, speciIic industries and pervasive
business issues that conIront our clients; it has added new service oIIerings, such as consulting,
business process management, which are major contributors to its growth.

Develop Deep Industry Knowledge:
Optimus has specialized industry expertise in the manuIacturing, telecommunications, and
logistics industries.

Enhance Brand Visibility:
Optimus invests in the development oI its premium brand identity in the marketplace by
participating in media and industry analyst events, sponsorship oI and participation in targeted
industry conIerences, trade shows, recruiting eIIorts, community and investor relations.

Pursue Alliances And Strategic Acquisitions:
Optimus is known Ior its organic growth (risk averse) strategy though it has strategic alliance
with leading technology providers take advantage oI emerging technologies in a mutually
beneIicial and cost-competitive manner.
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Shared 'alues:
Values are important part oI optimus organizational culture. In Iact its tagline depicts how much
emphasis it lays on core values. The core values are:

Customer Delight: A commitment to surpassing customer expectations.

Leadership by Example: A commitment to set standards in business and Transactions and be
an exemplar Ior the industry and teams.

Integrity and Transparency: A commitment to be ethical, sincere and open in our dealings.

Fairness: A commitment to be objective and transaction-oriented, thereby earning trust and
respect.

Pursuit oI Excellence: A commitment to strive relentlessly, to constantly improve ourselves,
our teams, our services and products so as to become the best.

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Swot Ana|ys|s Cf Cpt|mus

Strengths
1. Leadership in sophisticated solutions that enable clients to optimize the eIIiciency oI their
Business.
2 CommlLmenL to superior quality and process execution
3. Strong Brand and Long-Standing Client Relationships
4. Status as an employer oI choice
5. Ability to scale
6. Innovation and leadership

Jeaknesses
1. Excessive dependence on US Ior revenues 67 oI revenues Irom USA
2. Excessive dependence on BFSI sector Ior revenues 36 oI revenues Irom BFSI
3. Low R & D spending as compared to global IT companies only 1.3 oI total revenues
4. Low expertise in high end services like KPO.
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Cpportun|t|es
1. Domestic market set to grow by 20.
2. Expanding into new geographies Europe, Middle East, etc
3. Acquiring companies to increase expertise in KPO and package implementation
4. capabilities
5. Opening oIIices and development centers in cost advantage countries such as those
6. in Latin America and Eastern Europe

@hreats
1. The economic environment, pricing pressure in India and overseas .
2. lnLense competition in the market Ior technology services could aIIect. cost advantages.
3. Plgh dependency on a small number oI clients, and the loss oI any one oI the major could
signiIicantly impact business.
4. Failure to complete Iixed-price, Iixed-time Irame contracts within budget and on time
5. Currency Iluctuations.

arket Pe3etratio3 Stratey:
1. Current Markets: INDIA
2. Current Products: ADM, BPO, consultancy services (in BFSI, manuIacturing and retail)
and soItware products (Iinancial products).
3. Recommendation: As most large clients in India are cutting costs, optimus needs to be
more aggressive on cost and quality Iront.
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4. Result oI strategy: Unlikely to yield good results

arket Developme3t Stratey:
1. New Market: USA, Europe & South Asia
2. Current Product: ADM, BPO consultancy services (in BFSI, manuIacturing and retail)
and soItware products (Iinancial products).
3. Recommendation: Since these are Iast developing IT market, optimus needs a paradigm
shiIt in Iocus Irom India markets to these markets.
4. Result oI strategy: Likely to yield good result.

Product Developme3t Stratey:
1. Current Market: India
2. New Product: Consultancy and package implementation services in relatively growing
sectors esp. healthcare, liIe sciences and aviation sector, and KPO services.
3. Recommendation: Concentrate on building expertise in these domains by strategic
acquisitions.
4. Result oI Strategy: Likely to have good result. (Better the company acquired, the better
the result).



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Diversi1icatio3:
1. New Market:
2. New product: Consultancy and package implementation services in relatively growing
sectors esp. healthcare, liIe sciences and aviation sector, and KPO services.
3. Recommendation: Changing Brand image Irom low value service provider to high value
service provider.
4. Result oI Strategy: DiIIicult to achieve overnight (possible in long term)


















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BY ADOPTING ALL ABOVE STRATEGY AND PLANS. WE OPTIMUS CORPORATION
FAMILY GIVES ASSURANCE TO OUR CUSTOMER AND CLIENTS THAT; WE
TOGETHER LEAD A BRIGHT AND GOOD FUTURE & ALWAYS BE A WINNER BY
CONTRIBUTING BEST POSSIBLE THINGS TO OUR ENVIRONMENT.







'The ability to convert ideas to things is the secret to outward success.



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