GK Consultants Ltd — Updates, 13-07-2025: Company Update

G. K. CONSULTANTS LIMITED

PROJECT CONSULTANTS — CONCEPT TO COMMISSIONING

CIN: L74140DL1988PLC034109

Web: https://gkconsultantsltd.com; E-mail Id: akg_gkcl@yahoo.co.in

R/o PLOT NO. 17, ROAD NO. 35 GROUND FLOOR PUNJABI BAGH, DELHI-110026

Contact No : 9312235713

GKCL: SE: 2025-26/12072025 July 12,2025

To,

Bombay Stock Exchange Limited,

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort,

Mumbai — 400 001

Scrip Code 1531758

Respected Sir/Madam,

Sub: Amendment in Memorandum of Association of the company

Ref.: Disclosure in terms of Regulation 30 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

Dear Sir/ Madam,

In compliance with regulation 30 of the SEBI (Listing Obligations And Disclosure Requirements)

Regulations, 2015, this is to inform you that the ordinary resolution has been passed by members of the

company through its 37" AGM held on July 12, 2025 for change in Object clause i.e. Clause II (A) of the

Memorandum of Association of the company and align with the Companies Act, 2013..

Kindly take the above on record and acknowledge receipt.

Thanking you,

Yours Faithfully

For GK. Consultants Limited

%“4‘@y

Saroj Gupta

Managing Director

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1L

TABLE-A

MEMORANDUM OF ASSOCIATION

OF

G.K. CONSULTANTS LIMITED"”

The name of the company is “G.K. Consultants Limited”.

The registered office of the company will be situated in the State of National

Capital Territory of Delhi.

(a) The objects to be pursued by the company on its incorporation are: -

1. To act as financial consultants, management, consultants and provide

advice and consultancy services in various fields such as general

administrative, secretarial, commercial, financial, legal economic, labour,

industrial, public relations, scientific technical, direct and indirect taxation

and other levies, statistical, accountancy, quality, control and data

processing.

2. To take part in the formation, supervision or control of the business or

operations of any company or undertaking and for that purpose to act as

an issue House, Manager and Share Transfer Agents. Secretaries, Financial

Advisers or Technical Consultants or in any other such capacity and to

appoint and re-remunerate any directors, administrators or accountants or

other experts or agents.

3. To develop, create, design, license, make, buy, sell and to act as agents for

all kinds of software packages, to undertake the designing and

development of systems and application software and to undertake

electronic portal services, electronic commerce, payment gateways,

electronic communications, mail messaging, electronic mail, Electronic

Data Interchange, internet, intranet and extra net services, web browsing,

data warehousing, data mining and electronic storefronts, to set up and run

Bulletin Board Services and Web information Server, provide web hosting

services, public domain software services, to rent or buy information to be

hosted on the server, publish information on internet CD-ROMs, paper or

any other medium create and service virtual market networks and any

other web services and value added services, to set up or lease Gateway

Internet Access Services and t act as system analyst, programmer and data

processor.

4. To act as consultant/advisers on all matters with respect to buying,

installation, maintenance, running and management of computer hardware

and software, computer applications, peripherals, consumables,

accessories and media and any office machine, to run and maintain training

centers, education centers, school, collages in the field of IT enabled areas

and to provide management consultancy, techno economic feasibility

studies of projects, design and development of Management Information

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System, in all kinds of IT enabled services, to set up and run electronic data

processing centers and to carry on the business of data processing, word

processing and warehousing data conversion, data verification, data

search, to maintain accounts, statements, documents, files or to make and

deliver programmes on behalf of clients or for won use, to provide pay roll

services, to maintain legal database and to undertake various designing,

publishing and printing job orders.

5. To carry on the business of financing and lending against the security of

movable and immovable assets including but not limited to gold, jewellery,

vehicles, property, shares, debentures, bonds, and other financial

instruments and non-financial instruments, and to carry on the business of

financing by way of loans, advances, hire-purchase, leasing or otherwise to

individuals, firms, companies, and other entities with or without any

security, in accordance with the applicable laws, rules and regulations.

(b) Matters which are necessary for furtherance of the objects specified in clause

3(a) are: -

1. To buy, sell, trade and deal in all kinds of plant, equipment, machinery

apparatus tools, utensils, commodities, substances, articles and things

necessary or useful for carrying on any of the above business or usually

dealt with by persons engaged therein.

2. To enter into agreements with any company or persons for obtaining by

grant of licence or on other terms, formulae and other rights and benefits,

technical information, know-how and expert guidance and equipment and

machinery for the production and manufacture in India or the articles and

things mentioned herein above and to arrange facilities for training of

technical personal by them.

3. To establish, provide, maintain and conduct or otherwise, subsidies

research, laboratories and experimental workshops for scientific and

technical research and experiments and to undertake and carry on with all

scientific and technical research, experiments and tests and all kinds and to

promote studies and research both scientific and technical investigation

and Invention by providing, subsiding, endowing or assisting laboratories,

lectures, meetings and conference and by providing the remuneration to

scientific and technical professors and teachers and by providing for the

award scholarships, prizes grants and bursaries to students or

Independent students or otherwise and to encourage, promote and award

studies, researches, Investigations, experiments, tests and inventions of any

kind that may be considered likely to assist any of the Business which the

company is authorized to carry on.

4. To acquire by concession, grant, purchase, barter, lease, licence or

otherwise either alone or jointly with others land, buildings, machinery,

plants, utensils, works, conveniences and other movable and Immovable

properties of any description and any patents, trademarks, concessions,

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privileges, brevets invention, licences protections and concessions

conferring any exclusive or limited rights to any Inventions, secrets or other

information which may seem necessary for any of the purposes of the

company and to construct maintain and alter any buildings, or work,

necessary or convenient for the purpose of the Company and to pay for such

land, buildings, works, property or rights or any other property and rights

purchased or acquired by or for the Company by shares, debentures,

debenture stock, bonds or other securities of the Company or otherwise

and manage, develop let on lease or for hire or otherwise dispose of or turn

to account the same at such time or times and in such manner and for such

consideration as may be deemed proper or expedient.

Toactas consultants in items being dealt with by the company in the matter

or manufacturing, buying, selling, importing and exporting of raw material

in their finished, semi-finished or in their raw form.

To enter into any arrangement with any Government or authorities,

municipal, local or otherwise or any person or company, in India or abroad,

that may seem conducive to the objects of the company or any of them to

obtain from any such government, authority, persons or company any right,

privileges, characters, contracts, licences and concessions including in

particular right in respect of waterways, roads and highways, which the

company may think desirable and carry out, exercise and comply

therewith.

To apply for and obtain any order of Central/State or other authority, for

enabling the Company to carry any of its objects into effect or for effecting

any modifications of the Company’s constitution or for any other such

purpose, which may seem expedient and to make representations against

any proceedings or applications which may seem calculated directly or

indirectly to prejudice the company’s interest.

To enter into partnership or into any arrangement for sharing profits, union

of interest co-operation, joint-venture, reciprocal concessions or otherwise

with any person, firm or company carrying on or engaged in any business

or transactions which this company is authorized to carry on and subject

to section 230 to 233 of the Companies Act, 1956 to amalgamate with any

other Company, having objects altogether or in part similar to those of this

Company.

To purchase or otherwise acquire and undertake the whole or any part of

the business property, rights and liabilities of any company or person

carrying on business which this company is authorized to carry on or is

possessed or rights suitable for any of the purposes of this Company.

10. To take or otherwise acquire and hold shares or such other interests in or

securities of any other such companies having objects altogether or in part

similar to those of this Company.

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11

12.

13.

14.

15.

To promote, form and register, aid in the promotion, formation and

registration of any company or companies, subsidiary or otherwise for the

purpose of acquiring all or any of the properties rights and liabilities of this

Company and to transfer to any such company any property of this

company and to be interested in or take or acquire, hold or otherwise

dispose of shares, stock, debentures, and other securities in or of any such

company, subsidiary or otherwise for all or any of the objects mentioned in

this Memorandum and to assist any such company and to undertake the

management and secretarial or other work duties and business on such

terms as may be arranged.

To open accounts with any bank or financial institutions and to draw, make,

accept, endorse, discount, execute and issue promissory notes, bills of

exchange, hundies, bills of leading, warrants, debentures and other

negotiable or transferable Instruments and to buy, sell and deal in the same.

Subject to section 73, 74, and 179-181 of the Companies Act, 2013 and the

Regulations made therein and the directions issued by Reserve Bank of

India to borrow, raise or secure the payment of money or to receive money

as money as loan, at Interest for any of the the purposes of the company

and at such time or times as may be thought fit, by promissory notes, bills

of exchange, hundies, bills of lading, warrants or other negotiable

Instruments or by taking credit in or opening current accounts or over-

draft accounts with any person, firm, bank or company and whether with

or without any security or by such other means as the Directors may in

their absolute discretion deem expedient and in particular by the issue of

debentures or debenture stock, perpetual or otherwise and in security for

any such money so borrowed, raised or received and of any such

debentures or debenture stock so issued, to mortgage, pledge or charge the

whole or any part of the property and assets of the company, both present

and future, including its uncalled capital, by special assignment or

otherwise or to transfer or convey the same absolutely or in trust and to

give the lenders power of sale and other powers as may seem expedient

and to purchase, redeem or pay off such securities, provided that the

company shall not carry on the business of banking within the meaning of

the Banking Regulations Act, 1949.

To invest other than Investment in company’s own shares and the moneys

of the Company not immediately required. In such shares or upon such

securities or investments and in such manner as may from time to time be

determined.

To advance money not immediately required by the Company or give credit

to such persons, firm or companies and on such terms with or without

security as may seem expedient and in particular to customers of and

others having dealing with the Company and to give guarantees or

securities for any such persons, firms or companies as may appear proper

or reasonable to the Directors, provided that the Company shall not carry

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on the business of banking within the meaning of banking Regulations Act,

1949.

16.To sell, improve alter, manage, develop, exchange, lease, mortgage,

enfranchise, dispose off turn to account or otherwise deal with all or any

part of the land, properties, assets and rights and the resources and

undertaking of the Company, in such manner and on such terms as the

Directors may think fit.

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

rendered in or about the formation or promotion of the Company or the

conduct of its business.

18. To create any depreciation fund, reserve fund, sinking fund, provident fund

superannuation fund or any special or other fund, whether for depreciation

or for repairing improving, extending or maintaining any of the properties

of the Company or for redemption of debentures or redeemable preference

shares, workers welfare or for any other purpose conductive to the interest

of the company.

19.To provide for the welfare of employees or ex-employees (Including

Directors and other officers) of the Company and the waves and families or

the building of houses, dwelling or chawls or by grants of money pensions

allowances, bonus of other payments or by creating and from time to time

subscribing or contributing to provident fund and other associations,

institutions, funds or trusts and or by providing or subscribing contributing

towards place of instructions and recreation, hospital and dispensaries,

medical and other attendances and other assistance as the company shall

think fit.

20. To undertake and execute any trusts the undertaking of which may seem

desirable, either gratuitously or otherwise, for the attainment of the main

objects of the Company.

21.To procure the incorporation, registration or other recognition of the

Company in the Country State or place outside India and to establish and

maintain local registered and branch of the business in any part of the

world.

22. To adopt such means of making known the products of the Company as may

seem expedient and in particular by advertising in the press, by circulars

by purchase and exhibition of works of art or interest by publication of

books and periodicals and by granting prizes, rewards and donations or

holding exhibitions.

23.To do all or any of the above things as principals, agents, contractors

trustees or otherwise and by or through trustees, agents or otherwise and

either alone or in conjunction with other and to do all such other things as

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are incidental or as the Company may think conducive to the attainment of

the objects or any of them.

24.To assist any company or such other enterprise in its dealings with any

Governmental, local, statutory and other authority whether in India or

abroad in the legitimate pursuit of its activities, and to procure capital for

any company or Enterprise.

25. To carry on the business of manufactures of the dealers in men’s women'’s

and children’s clothing and wearing apparel of every kind, nature and

description made from cotton, synthetic, wool, and/or leather and dealers

of hosiery goods of every kind, nature and description men, women and

children and dealers in all kinds of carpets, duries mats, rugs, blankets and

similar articles of woolen and worsted materials.

26.To invest with Banks, Financial Institutions, Mutual Funds, Public Sector

Companies and other Companies by way of deposits or subscribing or

acquiring securities, debentures, units bonds or shares, either out of own

borrowed funds and to encase any such deposit, sell or dispose off any such

securities and to act as a Trustee or Custodian of any Company, Mutual

Fund, Trust of other persons in accordance with and to the extent any of

these activities and functions are permitted under the Statutory Provisions

or Regulations applicable or made applicable to the Company.

27.To carry on the business of export or import agent, commission agent of

any other such item as required by foreign or Indian buyer.

28.to carry on the business or businesses of manufacturers, importers and

exporters of the dealers in forgings, press structural and rolling works of

all kinds, and in particular (i) bolts and nuts, rivets, washers, wires, nails,

screws, hings, hooks, bolts, dogspikes, and press work of all kinds, (ii) rods,

bars, wires, sheets and all kinds of ferrous and non-ferrous rolling works,

(iii) hand and machine tools, (iv) sanitary fittings and sanitary pipes, (v)

utensils and cutlery of steel or aluminium, (vi) Electrical appliances,

gadgets, and (vii) cycle parts.

29. To carry on the business and businesses of manufacturers, importers and

exporters or brushes of all kinds.

30. to carry on the business of manufacturers and dealers of all kinds of paper

and paper products.

31. To guarantee the payment of performance of any contractors or obligations

or become surety for any person, firm or company for any purpose and to

act as agents for the collection, receipt or payment of money and to act

agents for and render services to customers and other and to give

guarantees and Indemnities.

32.To deal in shares and such other securities in all its branches.

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33.To carry on business of steam general laundry and to wash, clean, purify

bleach, wring, dry, iron, colour, dye, disinfect, renovate and prepare for use

all articles of wearing apparel household, domestic and other linen and

cotton and woolen goods and fabrics of all kinds and to buy, hire,

manufacture, repair let on hire, alter, improve, treat and deal in all

apparatus, machines, material and articles of related thereto.

34. To carry on the business of importers and exporters, shipbuilders, charters

of ships and other vessels, warehousemen, ships and insurance brokers,

forwarding agents and wharfingers.

35.To carry on the business as proprietors and publishers of newspapers,

periodicals, journals, books and such other literary works and

undertakings of all types.

36.To carry on the business as manufacturers of and dealers in all kinds of

natural and synthetic rubbers, elastomers, synthetic resin, latex and

formulations thereof and of all types of rubber products and goods.

37.To carry on the business as manufacturers of and dealers in leather and

leather goods of all descriptions and of leather dresses, tanners, hides,

skins and all things and material connected therewith.

38.To carry on the business as manufacturers of and dealers in all types of

plastics and plastic products, furniture, fancy goods, stationery, provisions,

drugs, medicines chemicals, paints and articles of household use and

consumption.

39. To carry on the business of canning and food preservation including tinning

and bottling of food stuffs, meat, meat products, potted meats, fruits,

vegetables, jam pickles, sauges, tables delicacies and preserved provisions

of all kinds and to establish, own, operate acquire, run and manage conning

and other factories for the purpose of packing preserving and canning such

articles and products.

40. To carry on the business of manufacturers, processor, producers of dealers

in dairy, farm and garden produce of all kinds, including milk, cream, butter

ghee, cheese, condensed milk, milk powder, malt products, milk foods and

milk products and milk preparations of all description vegetables and fruits

of all kinds.

41. To carry on the business of manufacturers of and dealers in and sellers of

all or any types of electronic components, their raw material and

equipments audio products electronic calculators, digital products, micro-

processor based systems, mini computers, communication equipment, and

process control equipment instrumentation and industrial and

professional grade electronic equipment.

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42.To carry on the business of mechanical engineers, iron founders,

manufacturers of surgical and scientific materials and apparatus of all

kinds tool-makers, assemblers brass founders metal workers, boiler

makers, mill-writhts, iron and steel converters, smiths, metallurgists, tube

makers, galvanizers, electro platers, water works engineers gas generators

and buy, sell manufacture, repair convert, alter let on hire and deal in

machinery implements, rolling stock and hardware of all kinds.

43.To carry on the business of advisors on problems relating to the

administration and organization of industry and business and to advise

upon the means and methods for extending, developing and improving all

types of business or industries and all systems and process relating to the

production storage, distribution, marketing and sale of goods and or

relating to the rendering of the services.

44.To engage in research in all problem relating to industrial and business

management and distribution, marketing and selling and to collect prepare

and distribute, information and statistics relating to any type of business or

industry.

45.To carry on the business manufacturers and dealers in textile including

man-made fibres, cotton silk, jute, woolen and synthetics.

46. To carry on the business manufacturing, rolling and processing of all kinds

of steel, ferrous and non-ferrous ingots, billets and of all articles and things

used in the manufacture, maintenance and working thereof.

47.To carry on the business of manufacturing and/or processing of oxygen and

other gases chemicals, industrial alcohols, graphite electrodes and

petroleum products, vegetable oils alcoholic and non-alcoholic drinks and

beverages of all kinds and brewers and distillers.

48. To carry on the business of running trucks, trailers, tempos, motor lorries,

motor taxis and conveyances of all types for carriage/transportation of

goods and passengers on such routes and the company may deem fitand to

the business of common carries.

49. To carry on the business of manufacturers, dealers and fabricators of

components, gadgets, accessories and ancillaries, instruments relating to

conversion of solar energy into head and electricity and also relating to

conversion of all kinds of renewable sources of energy and also

conservation of energy.

50. To carry on the business of export or import agent, commission agents of

any other such item as required by foreign or Indian buyers.

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V.

51. To carry on the business of an investment trust company and to underwrite,

sub-under write, to invest in and acquire and hold, sell buy or otherwise

deal in shares, debenture-stocks, bonds, units obligations and securities

issued or guaranteed by Indian or foreign Governments, State, Deminions,

Sovereigns, Municipalities or Public Authorities or Bodies and shares,

stocks, debentures, debenture stock, bonds, obligations and securities

issued and guaranteed by any company, corporation, corporation firm or

person whether incorporated or established in India or elsewhere.

52. To receive money on deposit at interest or otherwise for fixed periods, and

to land money on any terms that may be thought fit and particularly to

customer or other persons or corporations having dealings with the

Company. The Company shall not carry on business of banking as defined

by the Banking Companies Act, 1949 or any statutory modification thereof.

53.To manage investment pools, mutual funds, syndicates in shares, stocks,

securities and real estate.

The liability of the member(s) is limited and this liability is limited to the amount

unpaid, if any, on the shares held by them.

The share capital of the company is Rs. 12,00,00,000/- (Rupees Twelve Crores

only) divided into 1,20,00,000 (One Crores Twenty Lakhs) Equity shares of Rs.

10/- (Rupees Ten) each.

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VI. We, the several persons, whose names and addresses are subscribed, are desirous

of being formed into a company in pursuance of this memorandum of association,

and we respectively agree to take the number of shares in the capital of the

company set against our respective names: -

51, Silver Park Chander]|

Nagar, Delhi- 110 051

(Business)

Names, Addresses,| No. of shares Signature, Names,|

descriptions andtak.en b eachSignature oflAddresses, descriptions|

loccupations off Y subscriber land occupations of R subscriber .

subscribers itnesses

Satya Prakash Garg | witness the signatures of

both the subscribers of

S/0 Sh. M. L. Garg Memorandum of Association

f 13, Bank Enclave, 10 Sd ©

Laxmi Nagar, Delhi-110| The Company

092 Sd/-

(Chartered Accountant) (R.K. KHADRIA)

ISuresh Chand Mittal $/0sh. D.D. Khadria

s/o Late Sh. N. L. Mittal Chartered Accountant

o Late Sh. N. L. Mittal

M.NO. 85897 10 Sd

B4, Bunglow Road, Kamlal

Nagar, Delhi —110 007

Dated 24 the day of November 1988

Place: Delhi

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THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

G.K. CONSULTANTS LIMITED

Interpretation

In these regulations-

a)

b)

<)

d)

e)

f)

m)

n)

"The Act" means the Companies Act, 2013,

“Articles” means these Articles of Association as originally framed or as altered by Special

Resolution, from time to time.

“The Company” means: G. K. Consultants Limited.

“The Directors” mean the directors of the Company for the time being.

“The Office” means the Registered Office of the Company for the time being.

“The Register” means the Register of Members to be kept pursuant to section 88 of the

Act.

“Dividend” includes bonus.

“Month” means the calendar month.

“Year” means a calendar year and “Financial Year” shall have the meaning assigned

thereto by the Act.

“Proxy” includes Attorney duly constituted under a power of Attorney.

"The Seal" means the common seal of the company.

“In Writing” and written” shall include printing, lithography and other modes of

representing of reproducing words in a visible form. Words imparting the singular number

only include the plural number and vice-versa.

Words importing the masculine gender only include the feminine gender.

Words imparting persons include corporations.

Unless the context otherwise requires, words or expressions contained in these regulations shall

bear the same meaning as in the Act or any statutory modification thereof in force at the date at

which these regulations become binding on the company.

Share capital and variation of rights

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21

22

23

3.1.

Subject to the provisions of the Act and these Articles, the shares in the capital of the company

shall be under the control of the Directors who may issue, allot or otherwise dispose of the same

or any of them to such persons, in such proportion and on such terms and conditions and either

at a premium or at par and at such time as they may from time to time think fit.

Every person whose name is entered as a member in the register of members shall be entitled to

receive within two months after incorporation, in case of subscribers to the memorandum or after

allotment or within one month after the application for the registration of transfer or transmission

or within such other period as the conditions of issue shall be provided,-

(a) one certificate for all his shares without payment of any charges; or

(b) several certificates, each for one or more of his shares, upon payment of twenty rupees

for each certificate after the first.

Every certificate shall specify the shares to which it relates and the amount paid-up thereon and

shall be signed by two Directors or by a director and the company secretary, wherever the

company has appointed a company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of the

persons required to sign the certificate.

Explanation: - For the purposes of this item, it is hereby clarified that in case of an One Person

Company, it shall be sufficient if the certificate is signed by a director and the company secretary,

wherever the company has appointed a company secretary, or any other person authorised by the

Board for the purpose.

In respect of any share or shares held jointly by several persons, the company shall not be bound

to issue more than one certificate, and delivery of a certificate for a share to one of several joint

holders shall be sufficient delivery to all such holders.

If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on

the back for endorsement of transfer, then upon production and surrender thereof to the

company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed

then upon proof thereof to the satisfaction of the company and on execution of such indemnity

as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate

under this Article shall be issued on payment of twenty rupees for each certificate.

. The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company..

Except as required by law, no person shall be recognised by the company as holding any share

upon any trust, and the company shall not be bound by, or be compelled in any way to recognise

(even when having notice thereof) any equitable, contingent, future or partial interestin any share,

or any interest in any fractional part of a share, or (except only as by these regulations or by law

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otherwise provided) any other rights in respect of any share except an absolute right to the entirety

thereof in the registered holder.

5.1 The company may exercise the powers of paying commissions conferred by sub-section (6) of

section 40, provided that the rate per cent. or the amount of the commission paid or agreed to be

paid shall be disclosed in the manner required by that section and rules made thereunder.

5.2 The rate or amount of the commission shall not exceed the rate or amount prescribed in rules

made under sub-section (6) of section 40.

5.3 The commission may be satisfied by the payment of cash or the allotment of fully or partly paid

shares or partly in the one way and partly in the other.

6.1 If at any time the share capital is divided into different classes of shares, the rights attached to any

class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to

the provisions of section 48, and whether or not the company is being wound up, be varied with

the consent in writing of the holders of three-fourths of the issued shares of that class, or with the

sanction of a special resolution passed at a separate meeting of the holders of the shares of that

class.

6.2 To every such separate meeting, the provisions of these regulations relating to general meetings

shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons

holding at least one-third of the issued shares of the class in question.

7. The rights conferred upon the holders of the shares of any class issued with preferred or other

rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that

class, be deemed to be varied by the creation or issue of further shares ranking pari-passu

therewith.

8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary

resolution, be issued on the terms that they are to be redeemed on such terms and in such manner

as the company before the issue of the shares may, by special resolution, determine.

Joint-Holders of Shares

9. Where two or more persons are registered as the holders of any share, they shall be deemed to

hold the same as joint-tenants with benefit of survivorship subject to provisions following and to

the other provisions of these Articles relating to Joint holders :-

a) The Company shall not be bound to register more than three persons asthe joint-holder

of any share.

b) The joint holders of a share shall be liable severally as well as jointly in respect of all

payments which ought to be made in respect of such shares.

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c) On the death of any one of such joint-holders the survivor or, survivors shall be the only

person recognized by the Company as having any title to or interest in such share but the

Board may require such evidence of death as it may deem fit.

d) Only the person whose name stands first in the Register as one of the joint-holders of any

share shall be entitled to delivery of the certificate relating to such share.

Lien

10.1 The company shall have a first and paramount lien-

a) on every share (not being a fully paid share), for all monies (whether presently payable or

not) called, or payable at a fixed time, in respect of that share; and

b) on all shares (not being fully paid shares) standing registered in the name of a single

person, for all monies presently payable by him or his estate to the company:

Provided that the Board of Directors may at any time declare any share to be wholly orin part

exempt from the provisions of this clause.

10.1 The company's lien, if any, on a share shall extend to all dividends payable and bonuses declared

from time to time in respect of such shares.

11. The company may sell, in such manner as the Board thinks fit, any shares on which the company

has a lien:

Provided that no sale shall be made-

a) unless asum in respect of which the lien exists is presently payable; or

b) until the expiration of fourteen days after a notice in writing stating and demanding

payment of such part of the amount in respect of which the lien exists as is presently

payable, has been given to the registered holder for the time being of the share or the

person entitled thereto by reason of his death or insolvency.

12.1 To give effect to any such sale, the Board may authorise some person to transfer the shares sold

to the purchaser thereof.

12.2 The purchaser shall be registered as the holder of the shares comprised in any such transfer.

12.3 The purchaser shall not be bound to see to the application of the purchase money, nor shall his

title to the shares be affected by any irregularity or invalidity in the proceedings in reference to

the sale.

13.1 The proceeds of the sale shall be received by the company and applied in payment of such part

of the amount in respect of which the lien exists as is presently payable.

13.2 The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon

the shares before the sale, be paid to the person entitled to the shares at the date of the sale.

----------------Page (14) Break----------------

Calls on shares

14.1

14.2

143

15.

16.

17.1

The Board may, from time to time, make calls upon the members in respect of any monies unpaid

on their shares (whether on account of the nominal value of the shares or by way of premium)

and not by the conditions of allotment thereof made payable at fixed times:

Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at

less than one month from the date fixed for the payment of the last preceding call.

Each member shall, subject to receiving at least fourteen days' notice specifying the time or times

and place of payment, pay to the company, at the time or times and place so specified, the amount

called on his shares.

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

A call shall be deemed to have been made at the time when the resolution of the Board authorising

the call was passed and may be required to be paid by instalments.

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,

the person from whom the sum is due shall pay interest thereon from the day appointed for

payment thereof to the time of actual payment at 10% per annum or at such lower rate, if any, as

the Board may determine.

17.2 The Board shall be at liberty to waive payment of any such interest wholly or in part.

18.1

18.2

19.

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date,

whether on account of the nominal value of the share or by way of premium, shall, for the

purposes of these regulations, be deemed to be a call duly made and payable on the date on which

by the terms of issue such sum becomes payable.

In case of non-payment of such sum, all the relevant provisions of these regulations as to payment

of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable

by virtue of a call duly made and notified.

The Board-

(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of

the monies uncalled and unpaid upon any shares held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but for such

advance, become presently payable) pay interest at such rate not exceeding, unless the

company in general meeting shall otherwise direct, twelve per cent. per annum, as may

be agreed upon between the Board and the member paying the sum in advance.

Transfer of shares

----------------Page (15) Break----------------

20.1 The instrument of transfer of any share in the company shall be executed by or on behalf of both

the transferor and transferee.

20.2 The transferor shall be deemed to remain a holder of the share until the name of the transferee

is entered in the register of members in respect thereof.

21. The Board may, subject to the right of appeal conferred by section 58 decline to register-

(a) the transfer of a share, not being a fully paid share, to a person of whom they do not

approve; or

(b) any transfer of shares on which the company has a lien.

22. The Board may decline to recognise any instrument of transfer unless-

(a) the instrument of transfer is in the form as prescribed in rules made under sub-section

(1) of section56.;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it

relates, and such other evidence as the Board may reasonably require to show the right

of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

23. On giving not less than seven days' previous notice in accordance with section 91 and rules made

thereunder, the registration of transfers may be suspended at such times and for such periods as

the Board may from time to time determine:

Provided that such registration shall not be suspended for more than thirty days at any one time

or for more than forty-five days in the aggregate in any year.

24. Subject to the provisions of Section 58, 59 of the Act and Section 22A of 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 transfer of shares whether fully paid or

not and the right of refusal, shall not be affected by the circumstances that the proposed

transferee is already a member of the Company but in such cases, the Directors shall within one

month from the date on which the instrument of transfer was lodged with the Company, send to

the transferee and transferor notice of the refusal to register such transfer provided that

registration of transfer shall not be refused on the ground of the transferor 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. Transfer of shares / debentures in whatever

lot shall not be refused.

25. On giving seven days’ notice by advertisement in a newspaper circulating in the District in which

the Office of the Company is situated the Register of Members may be closed during such time as

----------------Page (16) Break----------------

the Directors thinks fit not exceeding in the whole forty-five days in each year but not exceeding

thirty days at a time.

Transmission of shares

26.1

26.2

27.1

27.2

28.1

28.2

283

29.

On the death of a member, the survivor or survivors where the member was a joint holder, and

his nominee or nominees or legal representatives where he was a sole holder, shall be the only

persons recognised by the company as having any title to his interest in the shares.

Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect

of any share which had been jointly held by him with other persons.

Any person becoming entitled to a share in consequence of the death or insolvency of a member

may, upon such evidence being produced as may from time to time properly be required by the

Board and subject as hereinafter provided, elect, either-

a) to be registered himself as holder of the share; or

b) to make such transfer of the share as the deceased or insolvent member could have made.

The Board shall, in either case, have the same right to decline or suspend registration as it would

have had, if the deceased or insolvent member had transferred the share before his death or

insolvency.

If the person so becoming entitled shall elect to be registered as holder of the share himself, he

shall deliver or send to the company a notice in writing signed by him stating that he so elects.

If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a

transfer of the share.

All the limitations, restrictions and provisions of these regulations relating to the right to transfer

and the registration of transfers of shares shall be applicable to any such notice or transfer as

aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer

were a transfer signed by that member.

A person becoming entitled to a share by reason of the death or insolvency of the holder shall be

entitled to the same dividends and other advantages to which he would be entitled if he were the

registered holder of the share, except that he shall not, before being registered as a member in

respect of the share, be entitled in respect of it to exercise any right conferred by membership in

relation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to

be registered himself or to transfer the share, and if the notice is not complied with within ninety

days, the Board may thereafter withhold payment of all dividends, bonuses or other monies

payable in respect of the share, until the requirements of the notice have been complied with.

----------------Page (17) Break----------------

Forfeiture of shares

30.

31

32

33.1

33.2

341

342

35.1

35.2

353

If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof,

the Board may, at any time thereafter during such time as any part of the call or instalment remains

unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid,

together with any interest which may have accrued.

The notice aforesaid shall-

(a) name a further day (not being earlier than the expiry of fourteen days from the date of

service of the notice) on or before which the payment required by the notice is to be

made; and

(b) state that, in the event of non-payment on or before the day so named, the shares in

respect of which the call was made shall be liable to be forfeited.

If the requirements of any such notice as aforesaid are not complied with, any share in respect of

which the notice has been given may, at any time thereafter, before the payment required by the

notice has been made, be forfeited by a resolution of the Board to that effect.

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the

Board thinks fit.

At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such

terms as it thinks fit.

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited

shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies

which, at the date of forfeiture, were presently payable by him to the company in respect of the

shares.

The liability of such person shall cease if and when the company shall have received payment in

full of all such monies in respect of the shares.

A duly verified declaration in writing that the declarant is a director, the manager or the secretary,

of the company, and that a share in the company has been duly forfeited on a date stated in the

declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming

to be entitled to the share;

The company may receive the consideration, if any, given for the share on any sale or disposal

thereof and may execute a transfer of the share in favour of the person to whom the share is sold

or disposed of;

The transferee shall thereupon be registered as the holder of the share; and

----------------Page (18) Break----------------

35.4 The transferee shall not be bound to see to the application of the purchase money, if any, nor shall

his title to the share be affected by any irregularity or invalidity in the proceedings in reference to

the forfeiture, sale or disposal of the share.

36. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any

sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account

of the nominal value of the share or by way of premium, as if the same had been payable by virtue

of a call duly made and notified.

Alteration of capital

37. The company may, from time to time, by ordinary resolution increase the share capital by such

sum, to be divided into shares of such amount, as may be specified in the resolution.

38. Subject to the provisions of section 61, the company may, by ordinary resolution,-

(a)

(b)

(c)

(d)

consolidate and divide all or any of its share capital into shares of larger amount than its

existing shares;

convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully

paid-up shares of any denomination;

sub-divide its existing shares or any of them into shares of smaller amount than is fixed

by the memorandum;

cancel any shares which, at the date of the passing of the resolution, have not been taken

or agreed to be taken by any person.

39. Where shares are converted into stock:-

(a)

(b)

the holders of stock may transfer the same or any part thereof in the same manner as,

and subject to the same regulations under which, the shares from which the stock arose

might before the conversion have been transferred, or as near thereto as circumstances

admit:

Provided that the Board may, from time to time, fix the minimum amount of stock

transferable, so, however, that such minimum shall not exceed the nominal amount of

the shares from which the stock arose.

the holders of stock shall, according to the amount of stock held by them, have the same

rights, privileges and advantages as regards dividends, voting at meetings of the company,

and other matters, as if they held the shares from which the stock arose; but no such

privilege or advantage (except participation in the dividends and profits of the company

and in the assets on winding up) shall be conferred by an amount of stock which would

not, if existing in shares, have conferred that privilege or advantage.

----------------Page (19) Break----------------

(c) such of the regulations of the company as are applicable to paid-up shares shall apply to

stock and the words "share" and "shareholder" in those regulations shall include "stock"

and "stock-holder" respectively.

40. The company may, by special resolution, reduce in any manner and with, and subject to, any

incident authorised and consent required by law,-

(a) its share capital;

(b) any capital redemption reserve account; or

(c) anyshare premium account.

41. Subject to provisions of Sections 66 of the Act, the Board may accept from any member the

surrender of all or any of his share on such terms and conditions as shall be agreed.

42. If at any time the share capital is divided into different classes of shares the rights attached to any

class (unless otherwise provided by the terms of the issue of the shares of that class) may, whether

or not the Company is being wound up, be varied with consent in writing of the holders of the

three fourths of the issued shares of that class, or with the sanction of a Special Resolution Passed

at a Separate Meeting of the holders of the shares of that class. To every such Separate Meeting

the provisions of these Articles, relating to general meeting shall apply, but so that the necessary

quorum shall be two persons at least holding or representing by proxy one-tenth of the issued

shares of the class but so that if at any adjourned meeting of such holders a quorum as above

defined is not present those members who are present shall be a quorum and that any holder of

shares of the class present in person or by proxy may demand a pool and on a poll, shall have one

vote for each shares of the class of which he is the holder. The Company shall comply with the

provisions of Section 117 of the Act as to forwarding a copy of any such agreement or resolution

to the Register of Companies.

Dematerialisation of Securities.

43. For the purpose of these Articles, unless the context otherwise requires: -

i. Act: “Act” means the Companies Act, 2013 including any statutory modification or re-

enactment thereof for the time beingin force.

Beneficial Owner: “Beneficial Owner” means a person, whose name in recorded as such

with a Depository.

SEBI: “SEBI” means the Securities and Exchange Board of India established under Section

3 of the Securities and Exchange Board of India, 1992.

Bye-Laws: “Bye-Laws” means bye-laws made by a Depository under Section 26 of the

Depository Act, 1996.

----------------Page (20) Break----------------

iii.

iv.

Depositories Act: “Depositories Act” means the Depositories Act, 1996 (22 of 1996)

including any statutory modification or re-enactment thereof for the time being in force.

Depository: “Depository” means a Company formed and registered under the

Companies Act, 1956 (1 of 1956) and which has been granted a Certificate of

Registration under sub-section (1A) of Section 12 of the Securities and Exchange Board

of India, 1992.

Record: “Record” includes the records maintained in the from of books or stored in a

computer or in such other form or medium as may be determine3d by regulation made

by the SEBI.

Regulations: “Regulations” means the regulations made by the SEBI.

Security: “Security” means such security as may be specified by the SEBI from time to

time.

Dematerialisation

Notwithstanding anything contained in these Articles, the Company shall be entitled to

dematerialize its securities and to offer securities in a dematerialized from pursuant to

the Depositories Act.

Option of Investors

(a) The members of the Company shall have the right to dematerialized/rematerialized

the securities held by them.

(b) Every person subscribing to securities offered by the Company shall have the option

to receive security certificate or to hold the securities with a depository. Such a person

who is the beneficial owner of the securities can at any time opt out of a depository, if

permitted by the law, in respect of any security in the manner provided by the

Depository Act, and the Company shall, in the manner and within the time prescribed,

issue to the beneficial owner the required Certificate of Securities.

Securities in Depositories to be in fungible form.

All securities held by a Depository shall be dematerialized and shall be in a fungible form.

Nothing contained in Section 83, 108, 153A, 153B, 187A, 187B and 187C of the Act shall

apply to a depository in respect of securities held by it on behalf of the beneficial

owners.

Rights of Depositories and Beneficial Owner

(a) Notwithstanding anything to the contrary contained in the Act or these Articles, a

Depository shall be deemed to be the registered owner for the purposes of

effecting transfer of ownership of security on behalf of the Beneficial Owner.

----------------Page (21) Break----------------

vi.

vii.

viii.

ix.

Xi.

(b) Save as otherwise provided in (a) above, the Depository as a registered owner of

the securities shall not have any voting rights or any other right in respect of the

securities held by it.

(c) Every person holding securities of the Company and whose name is entered as a

Beneficial Owner in the records of the Depository shall be deemed to be a

member of the Company. The beneficial Owner of the securities shall be entitled

to all the rights including voting rights and benefits and be subject to all the

liabilities in respect of his securities held by a Depository, on his behalf.

Depository to furnish information

Notwithstanding anything to the contrary contained in the Act or these Articles, where

the securities are held in a Depository, the records of the beneficial ownership may be

reserved by such Depository on the Company by means of electronic mode or by

delivery of floppies and discs.

Register and Index of beneficial Owners

The Register and Index of Beneficial Owners, maintained by the Depository under

Section 11 of the Depositories Act shall be deemed to be the Register and Index of

members and Security holders as the case may be for the purposes of these Articles and

the Act in respect of securities held by it on behalf of the Beneficial Owners.

Intimation to Depository

Notwithstanding anything contained in the Act or these Articles, where securities and

dealt with in a Depository, the Company shall intimate the details of allotment of

securities thereof to the Depository immediately on allotment of such securities.

Stamp duty on securities held in dematerialised from

No stamp duty would be payable on shares and securities held in dematerialised form

in any medium as may be permitted by law including any form of electronic medium.

Applicability of the Depositories Act

In case of transfer of shares, debentures and other marketable securities, where the

Company has not issued any certificate and where such shares, debentures or securities

are being held in an electronic and fungible form in a Depository, the provisions of the

Depositories Act shall apply.

Company to recognize the rights of the Registered Holders as also the Beneficial Owners

in the records of the Depository.

Save as herein otherwise provided, the Company shall be entitled to treat the person

whose name appears on the Register of Members as the holder of any share, as also the

----------------Page (22) Break----------------

Beneficial Owners of the shares in records of the Depository as the absolute owner

thereof as regards receipt of dividends or bonus or service of notices and all or any other

matter connected with the Company, and accordingly, the Company shall not, except as

ordered by a Court of competent jurisdiction or as law required, be bound to recognize

any benami trust or equity or equitable, contingent or other claim to or interest in such

share on the part of any other person whether or not it shall have express or implied

notice thereof.”

If the Board refuses to register the transfer of any debentures, the Company shall, within

two month from the date on which the instrument of transfer was lodged with the

Company, send to the transferee and to the transferor notice of the refusal.

Capitalisation of profits

44.1 The company in general meeting may, upon the recommendation of the Board, resolve-

a)

b)

that it is desirable to capitalise any part of the amount for the time being standing to the

credit of any of the company's reserve accounts, or to the credit of the profit and loss

account, or otherwise available for distribution; and

that such sum be accordingly set free for distribution in the manner specified in clause (ii)

amongst the members who would have been entitled thereto, if distributed by way of

dividend and in the same proportions.

44.2 The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision

contained in clause (iii), either in or towards-

(a)

(b)

(c)

(d)

(e)

paying up any amounts for the time being unpaid on any shares held by such members

respectively;

paying up in full, unissued shares of the company to be allotted and distributed, credited

as fully paid-up, to and amongst such members in the proportions aforesaid;

partly in the way specified in sub-clause (a) and partly in that specified in sub-clause (b);

A securities premium account and a capital redemption reserve account may, for the

purposes of this regulation, be applied in the paying up of unissued shares to be issued

to members of the company as fully paid bonus shares;

The Board shall give effect to the resolution passed by the company in pursuance of this

regulation.

45.1 Whenever such a resolution as aforesaid shall have been passed, the Board shall-

a)

b)

make all appropriations and applications of the undivided profits resolved to be capitalised

thereby, and all allotments and issues of fully paid shares if any; and

generally do all acts and things required to give effect thereto.

----------------Page (23) Break----------------

45.2 The Board shall have power-

a) to make such provisions, by the issue of fractional certificates or by payment in cash or

otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and

b) to authorise any person to enter, on behalf of all the members entitled thereto, into an

agreement with the company providing for the allotment to them respectively, credited

as fully paid- up, of any further shares to which they may be entitled upon such

capitalisation, or as the case may require, for the payment by the company on their behalf,

by the application thereto of their respective proportions of profits resolved to be

capitalised, of the amount or any part of the amounts remaining unpaid on their existing

shares;

45.3 Any agreement made under such authority shall be effective and binding on such members.

Buy-back of shares

46. Notwithstanding anything contained in these articles but subject to the provisions of sections

68 t070 and any other applicable provision of the Act or any other law for the time being in

force, the company may purchase its own shares or other specified securities.

General meetings

47. All general meetings other than annual general meeting shall be called extraordinary general

meeting.

48.1 The Board may, whenever it thinks fit, call an extraordinary general meeting.

48.2 If at any time Directors capable of acting who are sufficient in number to form a quorum are not

within India, any director or any two members of 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.

48.3 The Board of Directors of the Company shall on the requisition of such member or members of

the Company, as is specified in Section 100 of the Act, forthwith proceed to call an extra-ordinary

general meeting of the Company and in respect of any such requisition and of any meeting to

be called pursuant thereto all the provisions of section 100 of the Act and of any statutory

modification thereof for the time being shall apply.

Proceedings at general meetings

49.1 No business shall be transacted at any general meeting unless a quorum of members is present at

the time when the meeting proceeds to business.

----------------Page (24) Break----------------

49.2 Save as otherwise provided herein, the quorum for the general meetings shall be as provided in

section 103.

50. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the

company.

51. If there is no such Chairperson, or if he is not present within fifteen minutes after the time

appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the

Directors present shall elect one of their members or directors to be Chairperson of the meeting.

52. If at any meeting no director is willing to act as Chairperson or if no director is present within

fifteen minutes after the time appointed for holding the meeting, the members present shall

choose one of their members to be Chairperson of the meeting.

Adjournment of meeting

53.1 The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if

so directed by the meeting, adjourn the meeting from time to time and from place to place.

53.2 No business shall be transacted at any adjourned meeting other than the business left unfinished

at the meeting from which the adjournment took place.

53.3 When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be

given as in the case of an original meeting.

53.4 Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any

notice of an adjournment or of the business to be transacted at an adjourned meeting.

Voting rights

54. Subject to any rights or restrictions for the time being attached to any class or classes of shares,-

(@) onashow of hands, every member present in person shall have one vote; and

(b) ona poll, the voting rights of members shall be in proportion to his share in the paid-up

equity share capital of the company.

55. A member may exercise his vote at a meeting by electronic means in accordance with section 108

and shall vote only once.

56.1 In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by

proxy, shall be accepted to the exclusion of the votes of the other joint holders.

56.2 For this purpose, seniority shall be determined by the order in which the names stand in the

register of members.

----------------Page (25) Break----------------

57.

58.

59.

60.1

60.2

A member of unsound mind, or in respect of whom an order has been made by any court having

jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or

other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.

Any business other than that upon which a poll has been demanded may be proceeded with,

pending the taking of the poll.

No member shall be entitled to vote at any general meeting unless all calls or other sums presently

payable by him in respect of shares in the company have been paid.

No objection shall be raised to the qualification of any voter except at the meeting or adjourned

meeting at which the vote objected to is given or tendered, and every vote not disallowed at such

meeting shall be valid for all purposes.

Any such objection made in due time shall be referred to the Chairperson of the meeting, whose

decision shall be final and conclusive.

Proxy

61.1

61.2

62.

63.

The instrument appointing a proxy and the power-of-attorney or other authority, if any, under

which it is signed or a notarised copy of that power or authority, shall be deposited at the

registered office of the company not less than 48 hours before the time for holding the meeting

or adjourned meeting at which the person named in the instrument proposes to vote, or, in the

case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in

default the instrument of proxy shall not be treated as valid.

No Company or body corporate shall vote by proxy so long as a resolution of its Board of Directors

under Section 113 of the Act is in force and the representative named in such resolution in present

at the General Meeting at which the vote by proxy is tendered.

An instrument appointing a proxy shall be in the form as prescribed in the rules made under

section 105.

Avote given inaccordance with the terms of an instrument of proxy shall be valid, notwithstanding

the previous death or insanity of the principal or the revocation of the proxy or of the authority

under which the proxy was executed, or the transfer of the shares in respect of which the proxy is

given:

Provided that no intimation in writing of such death, insanity, revocation or transfer shall have

been received by the company at its office before the commencement of the meeting or

adjourned meeting at which the proxy is used.

Board of Directors

----------------Page (26) Break----------------

64.1

64.2

65.1

65.2

66.

67.

68.

69.

70.1

70.2

71.

The number of the Directors shall not be less than three and not more than twelve.

The following shall be the First Directors of the company after Conversion into Public Limited

Company:

i. Anil Kumar Goel

Satya Prakash Garg

iii. Subodh Gupta

The remuneration of the Directors shall, in so far as it consists of a monthly payment, be deemed

to accrue from day-to-day.

In addition to the remuneration payable to them in pursuance of the Act, the Directors may be

paid all travelling, hotel and other expenses properly incurred by them-

(a) in attending and returning from meetings of the Board of Directors or any committee

thereof or general meetings of the company; or

(b) in connection with the business of the company.

The Board may pay all expenses incurred in getting up and registering the company

The company may exercise the powers conferred on it by section 88 with regard to the keeping of

a foreign register; and the Board may (subject to the provisions of that section) make and vary

such regulations as it may think fit respecting the keeping of any such register.

All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments,

and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or

otherwise executed, as the case may be, by such person and in such manner as the Board shall

from time to time by resolution determine.

Every director present at any meeting of the Board or of a committee thereof shall sign his name

in a book to be kept for that purpose.

Subject to the provisions of section 149, the Board shall have power at any time, and from time

to time, to appoint a person as an additional director, provided the number of the Directors and

additional Directors together shall not at any time exceed the maximum strength fixed for the

Board by the articles.

Such person shall hold office only up to the date of the next annual general meeting of the

company but shall be eligible for appointment by the company as a director at that meeting

subject to the provisions of the Act.

The Company shall, subject to the provisions of the Act, be entitled to agree with any person, firm

or corporation that he or it shall have the right to appoint his or its nominee on the Board of

Directors of the company upon such terms and conditions as the Company may deem fit. The

Corporation, firm or person shall be entitled, from time to time, to remove any such Director or

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Directors and appoint another or others in his or their places. He shall be entitled to the same right

and privileges and be subject to the same obligation as any other Director of the Company.

72. Subject to the provisions of section 161 of the Act, the Board may appoint any person to act as an

alternate director for a director during the latter’s absence for a period of not less than three

months from the State in which meeting of the Board are ordinarily held and such appointment

shall have effect and such appointee, whilst he holds office as an alternate director; shall be

entitled to notice of meeting of the Board and to attend and vote thereat accordingly, but he shall

Ipso facto vacate office if and when the absent director returns to State in which meetings of the

Board are ordinarily held or the absent Director vacates office as a Director.

Proceedings of the Board

73.1 The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its

meetings, as it thinks fit.

73.2 A director may, and the manager or secretary on the requisition of a director shall, at any time,

summon a meeting of the Board.

74.1 Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board

shall be decided by a majority of votes.

74.2 In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting

vote.

75. The continuing Directors may act notwithstanding any vacancy in the Board; but, if and so long as

their number is reduced below the quorum fixed by the Act for a meeting of the Board, the

continuing Directors or director may act for the purpose of increasing the number of Directors to

that fixed for the quorum, or of summoning a general meeting of the company, but for no other

purpose.

76.1 The Board may elect a Chairperson of its meetings and determine the period for which he is to

hold office.

76.2 If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five

minutes after the time appointed for holding the meeting, the Directors present may choose one

of their number to be Chairperson of the meeting.

77.1 The Board may, subject to the provisions of the Act, delegate any of its powers to committees

consisting of such member or members of its body as it thinks fit.

77.2 Any committee so formed shall, in the exercise of the powers so delegated, conform to any

regulations that may be imposed on it by the Board.

78.1 A committee may elect a Chairperson of its meetings.

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78.2

79.1

79.2

80.

81.

If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five

minutes after the time appointed for holding the meeting, the members present may choose one

of their members to be Chairperson of the meeting.

A committee may meet and adjourn as it thinks fit.

Questions arising at any meeting of a committee shall be determined by a majority of votes of the

members present, and in case of an equality of votes, the Chairperson shall have a second or

casting vote.

All acts done in any meeting of the Board or of a committee thereof or by any person acting as a

director, shall, notwithstanding that it may be afterwards discovered that there was some defect

in the appointment of any one or more of such Directors or of any person acting as aforesaid, or

that they or any of them were disqualified, be as valid as if every such director or such person had

been duly appointed and was qualified to be a director.

Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members

of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting

of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the

Board or committee, duly convened and held.

Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer

82.

83.

Subject to the provisions of the Act,-

(i) A chief executive officer, manager, company secretary or chief financial officer may be

appointed by the Board for such term, at such remuneration and upon such conditions as it

may think fit; and any chief executive officer, manager, company secretary or chief financial

officer so appointed may be removed by means of a resolution of the Board;

(ii) A director may be appointed as chief executive officer, manager, company secretary or chief

financial officer.

A provision of the Act or these regulations requiring or authorising a thing to be done by or to a

director and chief executive officer, manager, company secretary or chief financial officer shall not

be satisfied by its being done by or to the same person acting both as director and as, or in place

of, chief executive officer, manager, company secretary or chief financial officer.

The Seal

84.1 The Board shall provide for the safe custody of the seal.

84.2 The seal of the company shall not be affixed to any instrument except by the authority of a

resolution of the Board or of a committee of the Board authorised by it in that behalf, and except

in the presence of at least two Directors and of the secretary or such other person as the Board

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may appoint for the purpose; and those two Directors and the secretary or other person aforesaid

shall sign every instrument to which the seal of the company is so affixed in their presence.

Explanation.- : For the purposes of this sub-paragraph it is hereby clarified that on and from the

commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the

29th May, 2015, company may not be required to have the seal by virtue of registration under the

Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be

applicable.

Dividends and Reserve

85. The company in general meeting may declare dividends, but no dividend shall exceed the amount

recommended by the Board.

86. Subject to the provisions of section 123, the Board may from time to time pay to the members

such interim dividends as appear to it to be justified by the profits of the company.

87.1 The Board may, before recommending any dividend. set aside out of the profits of the company

such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be

applicable for any purpose to which the profits of the company may be properly applied, including

provision for meeting contingencies or for equalizing dividends; and pending such application,

may, at the like discretion, either be employed in the business of the company or be invested in

such investments (other than shares of the company) as the Board may, from time to time, thinks

fit.

87.2 The Board may also carry forward any profits which it may consider necessary not to divide,

without setting them aside as a reserve.

88.1 Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all

dividends shall be declared and paid according to the amounts paid or credited as paid on the

shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of

the shares in the company, dividends may be declared and paid according to the amounts of the

shares.

88.2 No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes

of this regulation as paid on the share.

88.3 All dividends shall be apportioned and paid proportionately to the amounts paid or credited as

paid on the shares during any portion or portions of the period in respect of which the dividend is

paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular

date such share shall rank for dividend accordingly.

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89.

90.1

90.2

91

92.

The Board may deduct from any dividend payable to any member all sums of money, if any,

presently payable by him to the company on account of calls or otherwise in relation to the shares

of the company.

Any dividend. interest or other monies payable in cash in respect of shares may be paid by cheque

or warrant sent through the post directed to the registered address of the holder or, in the case of

joint holders, to the registered address of that one of the joint holders who is first named on the

register of members. or to such person and to such address as the holder or joint holders may in

writing direct.

Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

Any one of two or more joint holders of a share may give effective receipts for any dividends,

bonuses or other monies payable in respect of such share.

Notice of any dividend that may have been declared shall be given to the persons entitled to share

therein in the manner mentioned in the Act.

93. No dividend shall bear interest against the company.

Accounts

94.1 The Board shall from time to time determine whether and to what extent and at what times and

94.2

places and under what conditions or regulations, the accounts and books of the company, or any

of them, shall be open to the inspection of members not being Directors.

No member (not being a director) shall have any right of inspecting any account or book or

document of the company except as conferred by law or authorised by the Board or by the

company in general meeting.

Reconstruction

95. On any sale of the undertaking of the Company, the Directors or the Liquidators on a winding up

may, if authorized by a special resolution, accept fully paid or partly paid up shares; debentures or

securities of any other company whether incorporated in India or not other than existing or to be

formed for the purchase in whole or in part of the property of the Company, and the Directors (if

the profits of the Company permit), or the Liquidators (in a winding-up) may distributes such

shares or securities or any other property of the company amongst the members without

realization or vest the same in trustees for them and any special Resolution may provide for the

distribution or appropriation of the cash, shares or other securities, benefits or property,

otherwise than in accordance with the strict legal rights of the members or contributories of the

Company and for the valuation of any such securities or property at such price and in such manner

as the meeting may approve and all holders of shares shall be bound to accept and shall be bound

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by any valuation or distribution so authorized, and waive all rights in relation thereto, save only in

case the Company is proposed to be or is in the course of being wound up, such statutory rights,

if any, under Section 319 of the Act as are incapable of being varied or excluded by these presents

Secrecy

96. Subject to the provisions of law of land and the Act, no member or other person (not being a

Director) shall be entitled to enter upon the property of the Company or to inspect or examine the

Company’s premises or properties of the Company without the permission of the Directors, or

subject to article 126 to require discovery or any information respecting any detail of the

Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of

trade, or secret process or of any matter whatsoever which may relate to the conduct of the

business of the Company and which, in the opinion of the Directors, will be inexpedient in the

interest of the members of the Company to communicate.

Winding up

97. Subject to the provisions of Chapter XX of the Act and rules made thereunder-

(i) If the company shall be wound up, the liquidator may, with the sanction of a special

resolution of the company and any other sanction required by the Act, divide amongst the

members. in specie or kind, the whole or any part of the assets of the company, whether they

shall consist of property of the same kind or not.

(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any

property to be divided as aforesaid and may determine how such division shall be carried out

as between the members or different classes of members.

(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in

trustees upon such trusts for the benefit of the contributories if he considers necessary, but

so that no member shall be compelled to accept any shares or other securities whereon there

is any liability.

Indemnity

98. Every officer of the company shall be indemnified out of the assets of the company against any

liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment

is given in his favour or in which he is acquitted or in which relief is granted to him by the court or

the Tribunal.

99. Subject to the provisions of the Act and so far as such provisions permit, no Director, Auditor or

other Officer of the company shall be liable for acts, receipts, neglects or defaults of any other

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Director or Officer, or for joining in any receipt or act for conformity, or for any loss or expenses

happening to the Company through the insufficiency or deficiency of title to any property acquired

by order of the Director for or on behalf of the Company or for the insufficiency of deficiency of

any security in or upon which any of the moneys of the Company shall be invested, or for any loss

occasioned by any error of judgement, omission, default or oversight on his part, or for any loss

damage or misfortune whatever which shall happen in the execution of the duties of his office of

in relation thereto, unless the same happens through his own dishonesty.

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We the Several persons whose names and addresses are subscribed below are desirous of being

formed into a Company in pursuance of the Memorandum of Association and respectively agree

to take the number of shares in the capital of the Company set opposite our respective names:-

Sr. Names address, No. of Equity | Signature Signature of witness with

No. description and shares taken of address, description and

occupation of each by each occupation

Subscriber subscriber Subscribers

1. Satya Prakash Garg 10 Sd/-

S/o Sh. M. L. Garg (Ten)

13, Bank Enclave,

Laxmi Nagar, Delhi-110

092

(Chartered Accountant)

2. 10 Sd/-

Suresh Chand Mittal (Ten)

S/o Late Sh. N. L. Mittal

51, Silver Park Chander

Nagar,

Delhi —110 051

(Business)

| witness

the

signatures

of

both

the

subscribers

of

Memorandum

of

Association

of

The

Company Sd/-

(R.K.

KHADRIA)

S/o

Sh.

D.D.

Khadria

Chartered

Accountant

M.NO.

85897

34,

Bunglow

Road,

Kamla

Nagar,

Delhi

— 110

007

Dated the 24t day of November 1988

Place: Delhi

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