ARTICLES OF ASSOCIATION

OF
PAMS CORPORATE ADVISORY
AND
MANAGEMENT SERVICES
PRIVATE LIMITED

PRELIMINARY
1. The regulations contained in Table A in the first schedule to the
Indian Companies Act 1956 (hereinafter referred to as Table A) shall
apply to the Company so far as they are not inconsistent with the regulations
herein contained.

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

(a) The right to transfer Shares of the Company is restricted in the manner
and to the extent hereinafter provided,
(b) No invitation shall be issued to the Public to subscribe for any Shares or
Debentures of the Company and,
(c) The number of the Members of the Company (exclusive of persons in
employment of the Company) shall be limited to fifty, provided that for the
purpose of this provision, where two or more persons hold one or more
Shares in the Company jointly, they shall be treated as a Single Member.

CAPITAL.
3. The Authorized Share Capital of the Company shall be such amount and
be divided into such shares as may, from time to time, be provided in clause
5 of Memorandum of Association payable in the manner as may be
determined by the Directors from time to time.

4. The Company shall have the power to increase, reduce, consolidate,

divide, sub- divide or re-organize the Authorized Share Capital from time to

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time by Special Resolution and in accordance with the Regulations of the
Company and the Legislative Provisions in force for the time being in that
behalf.

5. The minimum paid-up share capital of the company shall not be less than
Rs. 1,00,000 (RUPEES ONE LAC).

CALLS ON SHARES
6. Unless otherwise agreed by the Directors of the Company, and subject to
the provisions contained in the Articles, all the Shares shall be issued as
fully paid-up.

7. The allotment of Shares shall be under the control of the Directors who
may allot, reject, or otherwise dispose of the same to such persons and on
such terms and conditions as they think fit without assigning any reason for
the same.

8. The Board of Directors may allot to any person shares in the capital of
the Company in payment or part payment for purchasing Rights, Goods,
Stocks, Assets, Machinery etc., or in considerations of any service rendered
or to be rendered to the Company by any of its employees.

TRANSFER AND TRANSMISSION OF

SHARES

9. The instrument of transfer of any share in the Company shall be executed

both by the Transferor and the Transferee, and the Transferor shall be
deemed to remain the holder of the Share until the name of the Transferee is
entered in the Register of Members in respect thereof. The Board shall be
bound to register a transfer of shares made in accordance with the provisions
of these Articles and not otherwise. No transfer shall be registered in the
Books of the Company unless approved by the Board of Directors in
writing.

10. Shares of the Company shall be transferred in any usual or common

form which the Directors may prescribe.

GENERAL MEETINGS
11. For calling an Annual General Meeting, not less than seven days
notice and for calling an Extraordinary General Meeting, not less than two

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days notice shall be given in the manner prescribed by the Companies Act,
1956 or as the Directors may decide.

12. 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 and throughout the meeting. Quorum shall be at least two members
present in person.

13. If within half an hour from the time appointed for holding a general
meeting, a quorum is not present, the meeting shall stand adjourned to the
same day in the next week at the same time and place or to such other day
and at such time and place as the Chairman may determine.

14. At any General Meeting a Resolution put to vote shall be decided on a

show of hands.

DIRECTORS
15. The management of the Company shall be vested with the Board of
Directors consisting of not less than 2 (two) and not more than 8 (eight)
Directors.

16. The qualification of a Director shall be the holding of equity shares of

a minimum of Rupees Two Thousand each in his or her own name in the
Capital of the Company.

17. The following shall be the First Directors of the Company and be
called as the
Founder Directors of the Company:-
(1) Shri Sudhir Kumar Dash.
(2) Shri Pawan Agarwal.

18. The following persons shall be the Directors of the Company and shall
constitute the Board of Directors:-
(1) The Two Founder Directors.
(2) Any Member of the Company nominated as a Director by the Founder
Director at his option but none of the Founder Directors shall have more
than one Nominee at a time and
(3) Any other Member or Members of the Company as may be elected by
the Company in General Meeting.

19. The Remuneration of the Directors may be determined from time to

time by the Company in the General Meeting.

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 POWERS AND DUTIES OF
DIRECTORS
20. The business of the Company shall be managed by the Directors of the
Company who may pay all the expenses incurred in setting up and
registration of the Company, and may exercise all such powers of the
Company as are not, by the Indian Companies Act 1956 or any Statutory
Modification thereof for the time being in force or by these Articles,
required to be exercised by the Company in the General Meeting subject
nevertheless to any Regulations of the Articles, to the provisions of the said
Act, and to such Regulations, being not inconsistent with the aforesaid
Regulations made by the Company in General Meeting shall invalidate any
prior act of the Directors which would have been valid if that regulations had
not been made.

21. The Directors may from time to time make and annul such Rules,
Regulations and Bylaws as they deem expedient for the conduct of the
Business of the Company and such Rules, Regulations or Bylaws shall be
considered as part of these Articles unless repugnant to the sense of these
presents.

22. The Directors may from time to time borrow or secure payment of any
sum or sums or money for the purpose of the business of the Company.
Payments or Repayments of such money may be raised or secured in such
a manner and upon such terms and conditions in all respects as the Directors
may think fit, and in particular by creating a charge upon all or any part of
the property of the Company both present and future including the uncalled
Capital of the Company for the time being.

PROCEEDINGS
23. A Resolution in writing signed by all the Directors shall have the same
effect and validity as a Resolution of Board of Directors duly passed at a
meeting of the Board duly convened and constituted.

24. The Board of Directors may meet for the dispatch of business and shall
so meet at least once in every three months and at least four such meetings
shall be held in every yesr. The Directors may adjourn or otherwise regulate
their meetings, as they think fit.
25. Twenty four hours written notice for holding a Meeting of the Board
of Directors shall be deemed sufficient. Two Directors personally present
shall form the Quorum.

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 ROTATION OF DIRECTORS
26. At the First Annual General Meeting of the Company, the whole of the
Directors except the Founder Directors shall retire from office, and at the
Annual General Meeting in every subsequent year, one-third of the
Directors, except the Founder Directors for the time being or, if their number
is not three or multiple of three, then the number nearest to one-third shall
retire from office.

27. The Directors to retire every year shall be those who have been longest
in office since their last election, but as between persons who become
Directors on the same day, those to retire (unless they otherwise agree
among themselves) be determined by Seniority of their Membership or by
lot.

28. The retiring Directors shall be eligible for re-election.

29. The Company at the General Meeting at which a Director retires in the
manner aforesaid or in any subsequent General Meeting shall fill up the
vacated office by electing a person thereto, subject to the Right of
Nomination by the Founder Director, to be exercised at their option.

30. The Board of Directors may for the purpose of management of the
Companys Business in all or any of the lines of its trade appoint any
Person, Firm, or Association as Managing Agents of the Company on such
terms and conditions as it thinks fit.

31. In case no Managing Agents are appointed as aforesaid or the

Managing Agents are appointed only for the purposes of a Specified Line or
Lines of Trade, the Business of the Company relating to all the Trades of the
Company, as are not entrusted to the Managing Agents, shall be managed by
the Managing Director of the Company, whose Office, Powers, and Duties
shall be Governed by the Articles contained hereunder.

32. The Managing Director of the Company shall be elected from amongst
the Directors of the Company by the Board of Directors in its First Meeting
to be held after the Annual General Meeting of the Company on such terms
and conditions as it thinks fit.

33. The Directors may elect amongst themselves Person to act as a

Chairman of the Company for One Year. The Chairman, if so elected, shall
preside all the Meetings of the Company and the Board of Directors shall
exercise all the Supervisory Powers to control the Management of the
Company and its affairs.

34. The Remuneration of the Managing Director during the tenure of his
Office shall be decided by the Company in the General Meeting from time to
time.

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35. The Managing Director may, as and when required, confer Authority
on any one to look after and conduct suits and sign them, verify plaints and
written statements and to institute conduct, defend, compound, submit to
Arbitration and abandon any Legal Proceedings and Claims on behalf of the
Company.

36. The Managing Director shall have full Power and Authority :-

(a) To invest and deal with any moneys of the Company not immediately
required for the purpose thereof and from time to time, vary or realize such
investments

(b) To retain, reimburse, or pay out of the money of the Company all
Salaries, Wages, Allowances, Fees and Charges payable to any person
engaged or to pay any worker or employee of the Company and all sums due
to him for his Remuneration or Allowances or expenditure on behalf of the
Company in accordance with these presents.

(c) To sign and give all receipts, releases and other discharges for money or
goods payable to the Company and for the Claims and Demands of the
Company

(d) To receive all Money and Securities of the Company, pay all necessary
cost, charges and expenses incurred in the maintenance of the business and
the property of the Company

(e) To give to any Officer, Counsel or any other person employed by or on

behalf of the Company, a fee or commission as he may deem fit

(f) To Control the working of the Company, its Branches, Agencies, Clerks
and other servants of the Company and to appoint, promote, degrade,
transfer, suspend, remove or punish any of them, or pass any order
concerning them or about the Management as may be deemed proper

(g) To enter into such negotiations, to contract and execute and do all such
acts, deeds and things for and on behalf of the Company, as he may consider
expedient for the business of the Company or in the interest of the Company

(h) To support or aid in the establishment and support of Associations or

Institutions in funds calculated to benefit any of the employees of the
Company or their dependents or their connections and to subscribe to other
Charitable or other benevolent objects.

(i) To grant pensions, gratuities to the Companys employees

(j) To open, operate and to withdraw Bank Accounts or other Accounts in

the name of the Company with any Bank, Bankers, Firm, Merchants,
Company or individual and to issue, acquire, use, deal in, pledge, mortgage,
sell or negotiate issue, sell and assign Cheques, Drafts, Bills of Exchange,

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Promissory Notes, Hundies, Debentures, Bonds, Bills of Lading, Railway
Receipts, Dock Warrant and other Negotiable, or Transferable Instruments
or Securities and to purchase, sell, negotiate, endorse or surrender for
renewal any Govt. Promissory Notes or War Loans or authorized or other
securities whether of Government of India or any other Government or any
Municipal or Local Body or Authority or otherwise whatsoever

(k) To suspend or immediately dismiss without notice any Officer, or

employee of the Company who may have been found guilty of disclosing the
secrets of the Company or to act dishonestly against the interest of the
Company.

37. The Managing Director may appoint any person or persons, as and
when required to act as Manager, Assistant Manager, Incharge or Agent for
the Company and its Branches, on such terms, conditions and remuneration
as he thinks fit and may delegate any of his Powers to such Manager,
Assistant Manager, Incharge or Agent as may be considered necessary by
him.

38. The Managing Director with the written permission of the Chairman, if
any, may delegate or sub-delegate his powers whether in part or in full to
one of the Directors and also withdraw the same whenever considered
necessary.

SEAL
39. The Seal of the Company shall not be affixed to any Instrument except
by the Authority of Managing Director, Chairman, or any other two
Directors and in the presence of at least one Director or Secretary or such
other person as the Managing Director may appoint for this purpose.

DIVIDEND AND RESERVES

40. The Company in General Meeting may declare Dividends, but the
amount of dividend shall not exceed the amount recommended by the
Directors.

41. The Directors may from time to time pay to the Members such interim
dividends as appear to the Directors to be justified by the distributable
profits of the Company.

42. No dividend shall be paid otherwise than out of the profits of the year
or any other undistributed profits.

43. The Directors may, before recommending any dividend, set aside out
of the profits of the Company such sums as they think proper as a Reserve

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or Reserves which shall, at the discretion of the Directors be applicable for
meeting contingencies or for equalizing dividends or for any other purposes
to which the profits of the Company may be properly applied and pending
such applications may at the like discretion, either be employed in the
business of the Company or be invested in such investments (other than the
Shares of the Company) as the Directors may from time to time think fit.

44. No Dividend shall bear interest against the Company.

ACCOUNTS
45. The Directors shall cause to be kept proper books of accounts in
accordance with section 209 of the Act, especially with respect to:-

(a) All sums of money received and expended by the Company and the
matter in respect of which the Receipts and Expenditure take place
(b) All Sale and Purchase of goods by the Company
(c) The Assets and Liabilities of the Company.

46. The Directors shall as required by section 210 of the Indian Companies
Act 1956, cause to be prepared and be laid before the Company at every
Annual General Meeting of the Company, such Profit & Loss Account and
Balance Sheet, as are referred to in the said section.

AUDITORS
47. The Company shall, at each Annual General Meeting, appoint an
Auditor(s) to hold office till the next Annual General Meeting. The rights
and duties of the Auditors so appointed shall be regulated in accordance with
sections 224 to 233 of the Act.

NOTICE
48. (1) A Notice may be served by the Company upon any Member either
in person or by sending it by post to him at his Registered Address, or if he
has no Registered Address in India, at the Address, if any, within India
supplied by him to the Company for the service of Notice to him.

(2) Where a Notice is sent by Post, service of the Notice shall be

deemed to be effected by properly addressing, pre-paying and posting letters
containing the Notice and unless the contrary is proved, to have been
effected at the time at which the letter would have be delivered in the
ordinary course of post.

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 ARBITRATION
49. Any dispute concerning the affairs of the Company:-
(1) between the Members of the Company;
(2) between the Members of the Company and any Officer of the
Company;
(3) between the Company and any Officer of the Company including
the Directors of the Company; shall be decided by a reference to
Arbitration.

50. The reference to Arbitration shall be made to one Arbitrator to be

appointed by the mutual consent of the Parties to the dispute or in case the
Parties do not concur in the appointment of one Arbitrator, to three
Arbitrators, one to be appointed by each Party and the third by the two
appointed Arbitrators.

51. The provisions set out in the First Schedule to the Arbitration Act
1940, Chapter II, shall be deemed to be included in these Articles so far as
they are applicable to the Reference and are not inconsistent with the
Provisions contained herein or in the Indian Companies Act 1956.

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