THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

BERICAP INDIA PRIVATE LIMITED

PRELIMINARY

1. The regulations contained in Table ‘A’ in Schedule 1 to the Companies Act, 1956
(hereinafter referred to as Table ‘A’) shall apply to the Company so far as they are
not inconsistent with any of the provisions contained in these regulations or
modifications thereof and only to the extent that there is no specific provisions in
these regulations.

2. (a) In these regulations :

(i) “Act” means the Companies Act, 1956 (1 of 1956) of India, as

amended from time to time and includes any replacement thereof by any other enactment
relating to the formation, regulation and management of companies in India.

(ii) “Board” means the Board of Directors of the Company.

(iii) “Bericap Holding” means Bericap Holding GmbH,

Germany, the Holding Company which holds 100% of the equity share
capital of the Company.

(iv) “The Seal” means the Common Seal of the Company.

(b) Unless the context otherwise requires, words or expressions contained in

these regulations shall bear the same meanings as in the Act or any statutory
modifications thereof in force at the date at which these regulations become
binding on the Company.

Note: New set of Articles of Association has been adopted vide Special Resolution passed
by the members at the Extraordinary General Meeting held on 20th November, 2009

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

(a) The rights of transfer of shares is restricted in the manner provided in

these articles.

(b) The number of members shall be limited to fifty only excluding persons
who are in the employment of the Company and persons who having been formerly in the
employment of the Company, were members of the company while in that employment
and have continued to be members after the employment ceased.

Provided that where two or more persons hold one or more shares jointly,
they shall be treated as a single member, and

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

(d) Prohibit any invitation or acceptance of deposit from any person other
than the Members, Directors or their relatives.

(e) The paid-up capital of the Company shall be Rs.1,00,000/- (Rupees One
Lakh only ).

CAPITAL

4. * The Authorised Share Capital of the Company is Rs.50, 00, 00,000/- (Rupees Fifty
Crore only) divided into 5, 00, 00,000/- (Five Crore) Equity Shares of Rs, 10/-
(Rupees Ten only) each.

a. Any shares in the original or increased capital may from time to

time be issued with any such right or preference whether in respect
of dividend , or repayment of capital or both or on the footing that
any such share may be determined as provided and the Companies
Act, then in force .

b. The rights of holders of any class of shares for the time being
forming part of the capital of the Company may be modified,
affected, varied, extended or surrendered either with the consent in
writing of the holders of three fourth of the issued shares of that
class or with the sanction of a Special Resolution of the members

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 of that class provided by the Articles of Association of the
Company and the Companies Act, then in force.

*The Authorised Share Capital has been increased -

(i) from 5 lakh to Rs. 6.50 crore vide resolution passed by the members at the
Extraordinary General Meeting held on 11th December, 2001.
(ii) from Rs. 6.50 crore to Rs. 14 crore vide resolution passed by the members at
the Extraordinary General Meeting held on 16th January, 2006.
(iii) from Rs. 14 crore to Rs. 24 crore vide resolution passed by the members at
the Extraordinary General Meeting held on 16th August, 2007.
(iv)) from Rs. 24 crore to Rs. 32 crore vide resolution passed by the members at
the Extraordinary General Meeting held on 21st January, 2008.
(v) from Rs 32 crore to Rs 50 crore vide resolution passed by the members t the
Extraordinary General Meeting held on 20th November, 2009

TRANSFER OF SHARES

5. No transfer of shares shall be made or registered without the previous sanction of the
Board who may, in their absolute and uncontrolled discretion, decline to register any
transfer of shares without assigning any reason. The Directors may also decline any
transfer of shares if they are of the opinion that it would not be desirable to allow the
proposed transferee to become a member of or increase the holding in the Company.

ALTERATION OF CAPITAL

6. The Company may, from time to time, by ordinary resolution increase the Share
capital by such sum to divided into shares of such amount as may be required.

7. Subject to clause (d) sub-section (1) of Section 94 of the Companies Act, 1956,
the Company may sub-divide its shares or any of them into smaller amount than
fixed by the Memorandum of Association.

8. The Company may, 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.

9. The Company may, by special resolution and consents and confirmations required
by law, reduce in any manner, its Share Capital, Capital Redemption Reserve
Fund or Share Premium Account.

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 BOARD OF DIRECTORS

10. Subject to the provisions of Section 252 of the Companies Act, 1956 and unless
and until otherwise determined by the Company in General Meeting, the number
of Directors shall not be less than two or more than eleven.

11. The First Directors of the Company shall be :

(i) MR. R. CHANDRASEKHAR (S/o. Mr. Rajagopalan ).

(ii) MR. M.R.RAMASAMY (S/o. Mr. Murugappan).

12. The total strength of the Board shall be 4 (four) directors and may be
increased from time to time at the discretion of Bericap Holding.

13. Bericap Holding shall nominate all the Directors on the Board of Directors of the
Company

14. The right to nominate a director conferred on Bericap Holding mentioned

above shall include the right at any time to remove from office any such
person nominated by them and appoint another in his place and from time to
time determine the period for which such person shall hold office as director.

15. Each Director will have a vote on the Board.

16. Deleted

17. The Directors shall not retire by rotation. The Board shall appoint as Alternate
Director recommended for such appointment by the Director (hereinafter
called as “Original Director” to act for him during his absence for a period of
not less than three months from the State in which the meetings of the Board
are ordinarily held. An Alternate Director appointed under this Article shall
not hold office as such for a longer period than that permissible to the Original
Director in whose place he has been appointed and shall vacate office if and
when the Original Director returns to the State in which meetings of the Board
are ordinarily held.

18. The Board shall have a right to fill in any casual vacancy caused in the office of the
directors, by reason of his/her resignation, death, removal or otherwise, but such that
the total number of Directors shall not at any time exceed the maximum fixed above.

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19. The Directors shall not be required to hold any qualification Shares;

20. The Directors shall be entitled to receive all notices, agenda papers and such other
material as may be necessary for a particular Board meeting and shall be entitled
to attend all Board meetings and committee meetings of the Company;

21. The Chairman of the Company (“Chairman”) shall be a nominee of Bericap Holding
and shall have a casting vote.

22. The quorum for a Meeting of the Board shall be one-third of its total strength or two
Directors whichever is higher

23 Bericap Holding shall use all reasonable endeavours to procure that a quorum is
present throughout each meeting of the Board. If within half an hour of the time
appointed for the meeting, a quorum is not present, the meeting shall automatically
stand adjourned until the same day in the next week.

24 All decisions of the Board of Directors will be based on a simple majority of the
Directors present and voting, any dissent or protest shall be duly recorded.

25. The Board shall meet not less than once in any calendar quarter. The lodging,
boarding and travel (whether domestic or international) charges of the
Directors upto a reasonable sum for such meetings shall be borne by the
Company, upon the Company achieving profitability. Participation by Video
Conferencing as far as possible shall be construed as duly valid and
conducted.
For the purposes of this clause, the Company shall be “profitable” in the event
that the management accounts of the Company, prepared in accordance with
the GAAP principles, display profits before tax for two successive financial
years.

26. Bericap Holding and the Company shall ensure that no meeting of the Board is held
unless at least 3 (Three) days prior written notice of that meeting has been given to
each director of the Company and a quorum is present. The necessary papers for
resolutions to be passed at the Board meetings should be circulated to the directors in
advance such that it is received by the directors at least 3 (Three) days prior to the
Board meeting.

27. No resolution shall be deemed to have been duly passed by the Board by
circulation, unless the resolution has been circulated in draft, together with the

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 necessary papers, if any, to all the directors and has been approved affirmatively
by at least a simple majority of the directors.

28. Deleted

29. The following matters require approval by the Board of Directors by a resolution
passed with simple majority in a formal Board Meeting. All other items can be
passed by circulation:

(i) Appointment of General Manager.

(ii) To fill up casual vacancy in the office of a Director appointed in General

Meeting.

(iii) To make calls on members in respect of shares held by them.

(iv) To issue debentures.

(v) To borrow money other than by issue of debentures.

(vi) To invest funds.

(vii) To make loans.

(viii) To delegate powers.

(ix) To approve contracts in which directors are interested.

(x) To note the general disclosures of Directors’ interests or the general

notice or renewal thereof.

(xi) To note disclosure of shareholdings of directors and manager.

The provisions of the Companies Act, 1956, have to be complied with in respect
of passing of the Board Resolution by circulation.

30. The Board shall be entitled to exercise all such powers and do all such acts and
things as the Company is authorized to exercise and subject the provisions of the
Act.

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 Provided further that such powers, acts and things are not inconsistent with the
provisions of Memorandum and Articles of Association of the Company.

31. The Directors may from time to time raise, borrow or secure the payment of any
such sum or sums of money for the purpose of the Company. The Directors may
further raise or secure payments or repayments of such sum or sums in such
manner and upon such terms and conditions in all respects and as they may think
fit in all respects and as they may think fit in all respect and in particular by the
Debenture-Stock and the securities may be assignable free from any equity
between the Company and the persons to whom the same may be issued at a
discount or otherwise and with special privileges on to redemption ,surrender,
drawing ,allotment of shares , attending and voting at General Meetings of the
Company, appointment of the Directors and otherwise.

32. A remuneration to the Directors for attending the meeting of the Board, or any
committee thereof shall be fixed from time to time, but shall not exceed the
quantum fixed by law from time to time, per meeting, by the Board and in the
absence thereof, no such remuneration shall be paid to the directors for the
meeting attending by them. The Company will further be entitled to pay all the
reasonable expenses incurred by the Directors for attending the meetings by way
of traveling expenses and other incidental expenses.

33. The Directors shall be paid further remuneration (if any) as the Company in
General Meeting shall from time to time determine and such additional
remuneration and further remuneration shall be divided among the Directors in
such proportion and manner as the Board may from time to time determine, and in
default of such determination be divided among the Directors equally.

34. Subject to the provisions of the Act, and or these Articles the Board shall have
power to appoint from time to time any of its member as the Managing Directors,
executive Director, Technical Director, Wholetime Director of the company, upon
such terms and conditions as the Board may think fit. The Board may by a
resolution vest in the Managing Director, Executive Director, Technical Director,
Wholetime Director , such of the powers hereby vested in the Board generally as
it think fit , and such powers may be made exercisable for such period or periods
and upon such conditions and subject to the restrictions as it may determine. The
remuneration of a Managing Director, Executive Director Technical Directors,
Wholetime Director, may be by way of monthly payment, fee for each meeting or
participation in profits or by any or all these modes or any other modes not
expressly prohibited by the Act.

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 MANAGEMENT OF THE COMPANY

35. The management and control of the Company shall vest with Bericap Holding.
Bericap Holding shall be entitled to nominate and the Board shall appoint a Chief
Executive Officer of the Company pursuant to such nomination, who shall be
responsible for the day to day operations of the Company and shall discharge his / her
duties under the supervision of the Board.

Subject always to the determination by the Board of the limits of the CEO’s
discretion and authority and to the regular review of his performance, the CEO
shall be responsible for:

(i) ensuring that the Company is managed to maximise long term profitability
and that programs for the attainment of the objectives of the Company are
developed and, when necessary, recommended to the Board that they be
executed;

(ii) recommending policies to the Board;

(iii) selecting, appointing, dismissing, promoting and demoting staff,

setting remuneration (except in relation to key senior executives which shall
be a decision of the Board) and providing the staff with training, leadership
and motivation to obtain their best performance;

(iv) ensuring the proper administration and control, internal or

otherwise of the affairs of the Company;

(v) developing and maintaining the most effective management

structure in the Company;

(vi) managing the Company's finances;

(vii) providing annual comprehensive business plans and budgets for

the Company with regard to future requirements and circumstances and
making such recommendations arising from these plans and budgets to the
Board as may be required from time to time;

(viii) organising the preparation of an annual budget with respect to

(among other things) the sales, operating expenses, net income, cash flows,
balance sheet, capital expenditure and other financial commitments of the
Company for each financial year;

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 (ix) complying with the delegated authorities given by the Board; and

(x) undertaking all other duties of the CEO as may be specified by the
Board from time to time.

(xi) Compliance of all applicable statutory obligations of the

Company.

36.The CEO shall be delegated appropriate authority, and shall provide such reports
requested, from time to time by the Board.

37. Deleted

GENERAL MEETINGS

38. Annual General Meeting of the shareholders shall be held once in a year within 6
(six) months after the end of the financial year and within 15 (fifteen) months of
the last Annual General Meeting. An Extra-ordinary General Meeting of the
Company may be held whenever necessary.

39. The notice requirements for Shareholders’ meetings shall be in accordance with
the provisions of the Act except that the notice for the meeting should be received
by the Shareholders at least 21 (twenty-one) days prior to the Shareholders
meeting.

40. Two persons present in person shall be quorum for a General Meeting. A body
corporate being a member shall be deemed to be personally present if it is presented
in accordance with the provisions of Section 187 of the Companies Act 1956. If
within half an hour of the time appointed for the meeting, a quorum is not present, the
meeting shall automatically stand adjourned until the same day in the next week. If at
the adjourned meeting also a quorum as stated above is not present, within half an
hour, but the number of Shareholders present are sufficient to constitute a valid
quorum under the Act, then the Shareholders present shall be deemed to constitute a
valid quorum. However, only such matters as are specified in the agenda for the
original meeting shall be dealt with and decided upon at such meeting.

41. The Chairman of the Board shall preside as Chairman of all general meetings of
the Company.

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 COMMON SEAL

42 .The Board shall provide a common seal for the purpose of the Company and shall
have power from time to time to destroy the same and substitute a new seal in lieu
thereof and the Board shall provide for the safe custody of the seal for the time
being and the seal shall never be used except by the authority of the Board or a
committee of the Board, previously given and in the presence of a Director of the
Company or some other person appointed by the Directors for this purpose.

INDEMNITY

43. Subject to the provisions of the Act, every Director, Officer, Branch Manager,
and other Officer or employee of the Company shall be indemnified by the
Company to pay all the costs, losses and expenses including traveling expenses
which any such Director, Officer or employee may incur or become liable for
reason of any contract entered into or act or deed done by him or them as such
Director, Officer or employee or in any way in the discharge of his duties and in
particular and so as to limit generally of the foregoing provisions liabilities
incurred by him as such director, or other officer , or employee in defending any
proceedings whether civil or criminal, in which he is acquitted or in connection
with any application under the Act in which relief is granted by the Court and the
amount for which such indemnity is provided shall immediately attach as lien on
the property of the Company and have priority as between the members over all
other claims.

44. Subject to the provisions of the Act, no Director or other Officer or employee of
the company shall be liable for the acts, receipts, neglects or defaults of any other
Director or Officer or employee for joining in any receipt or other act for the sake
of conformity or any loss or expense happening to the Company through
insufficiency or deficiency of the title or any property acquired by order of the
Board of Directors for or on behalf of the Company or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the company
shall be invested or for any loss or damage arising from bankruptcy, insolvency,
or torturous act of any person with whom any moneys, securities , or effect shall
be deposited or for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of his office or in relation thereto unless the
same happens through his own negligence, default, misfeasance, breach of duty or
breach of trust.

WINDING UP

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45..If the Company shall be wound up and the assets available for distribution among
the members as such shall be insufficient to repay the whole of the paid-up
capital, such assets shall be distributed as that as nearly as may be, the losses shall
be borne by the members in proportion to the Capital paid-up at the
commencement of the winding up on the shares held by them respectively. And if
in a winding up, the assets available for distribution among the members, shall be
more than sufficient to repay the whole of the capital paid up, the excess shall be
distributed among the members in proportion to the Capital paid-up on the shares
held by them respectively. But this clause is to be without prejudice to the rights
of the holders of shares issued upon special terms and conditions.

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