Articles of

Association -
AOA
.

Incorporated

Under the Companies Act 1956

(1 of 1956)

(Company Limited by Shares)

ARTICLES OF ASSOCIATION

Of

PRIVATE LIMITED

PRELIMINARY

1. The provisions of Table A in the First Schedule to the Companies Act, 1956 shall apply to
this Company to the extent to which they are not modified, varied, amended or altered by these
Articles.

2. The regulations for the management of the company and for the observance thereof by the
members and their representatives shall, subject as aforesaid and to any exercise of statutory
powers of the company in reference to repeal or alteration of or addition to its regulations by
Special Resolution as prescribed or permitted by the Act be such as are continued in these Articles.
 INTERPRETATION

3.1) in these Articles, unless the context otherwise requires,

a) The Company shall mean the above named Company.

b) The Act shall mean the Companies Act, 1956 and Section shall mean the Section
of

The Act..

c) Board shall mean the Board of Directors of the Company.

2 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.

PRIVATE COMPANY

The Company is a Private company within the meaning of Section 2(35) and 3(l)(iii) of the
companies Act, 1956, and accordingly,

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

debentures of the company;

b) The number of members of the Company (exclusive of persons who are in

employment of the Company and of persons who having been formerly in the employment of the
company were its members while in that employment and have continued to be members after the
employment ceased) shall be limited to fifty, provided that for the purpose of this provision where
two or more persons jointly hold one or more shares in the company they shall be treated as a
single member.

c) The right to transfer shares of the Company is restricted in the manner and to
the extent hereinafter provided.

d) Prohibits from making any invitation for or accepting Deposits from persons other than its
members, director or their relative.

e) The minimum Paid up capital of the company is Rs. 1, 00,000(Rupees one lakhs only) or
such higher paid up capital as may be prescribed.

SHARE CAPITAL AND VARIATION OF RIGHTS

4. The Authorised share capital of the Company is Rs.1, 00,000/- (Rupees One Lakh only)
divided into 10,000 (Ten thousand only) equity shares of Rs.10/- (Rupees ten only) each with
power to increase or reduce the capital or to divide the shares into several classes.

5. The Shares shall be under the control of Directors who may allot or otherwise dispose off
the same.

6. Subject to the provisions of Section 80 of the act, any preference shares may, with the
sanction of an ordinary resolution, be issued on the conditions that they are , or at the option of
the company are liable to be redeemed on such terms and in such manner as the company, before
the issue of shares may determine.

7. i) 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 Sections 106 and 107 of the Act 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 shares of that class.

ii) To every such separate meeting the provisions of these regulations relating to
general meetings shall mutatis mutandis apply, subject, however, that the necessary quorum shall
be two or more persons holding or representing by proxy not less than one third of the issued
shares of the class in question.

iii). 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.

9. Except as required by law, no person shall be recognised by the company as holding any
shares upon any trust, and the company shall not be bound by or compelled in any way to
recognise (even when having notice thereof) any equitable , contingent, future or partial interest
in any shares, or any interest in any fractional part of a share or (except as otherwise provided by
these regulations or by law) any other rights in respect of any share except an absolute right to
the entirety thereof in the registered holder.

10. The business of the Company may be commenced soon after the certificate for
commencement of the business is obtained by the Company and notwithstanding that part only of
the shares may have been issued.

11. If any share stands in the names of two or more persons, the person first named in the
register of members shall, as regards receipt of dividends or bonus or service of notices and all or
any other matter connected with the Company, except the transfer of the shares, be deemed the
sole holder thereof, but not more than four persons shall be registered jointly as members in
respect of any share.

SHARE CERTIFICATE

12. Every person whose name is entered as a member in the Register of Members shall be
entitled within three months after allotment or two months after the application for the registration
of transfer (or within such other period as the conditions of issue shall provide to receive without
payment one certificate for all his shares of each class or, upon payment of such fees, if any, not
exceeding Rs. 2/- (or such less sum as the directors shall from time to time determine) in respect
of every certificate after the first, several certificates each for one or more of his shares. Provided
that in respect of a 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. Every certificate shall be under the
seal of the Company and shall specify the number and the distinguishing numbers of the shares to
which it relates and ‘, he amount paid up thereon.

13. No fees shall be charged for issue of new certificate in replacement of those which are old
decrepit or worn out or where the cages on the reverse for recording transfers have been fully
utilized. Similarly no fee shall be charged if new certificates are issued as a result of subdivision
and/or consolidation of shares.

LIEN

14. The Company shall have a first and paramount lien upon all the shares, whether fully paid
or not, registered in the name of each member, whether solely or jointly with others, and upon the
proceeds of sale thereof, for his debts, liabilities and engagements, solely or jointly with any other
person to, or with the Company, whether the period for the payment, fulfillment or discharge
thereof has actually arrived or not, and the lien shall extend to all dividends from time to time
declared in respect of such shares. The Board of Directors may at any time declare any shares to
be wholly or in part exempt from the provisions of this clause.

CALL ON SHARES

15. A call may exceed 25% of the nominal value of the shares and be made payable on the date
fixed for payment which may be less than one month from the last preceding call,
16. 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 shares held by him; and

b) Upon all or any of the monies so advanced, may (until the same would, but for such
payment, become presently payable) pay interest at such rate (not exceeding six percent per
annum) as may be agreed upon between the Board and the member paying the same in advance.

17. The directors may from time to time, subject to the terms on which any shares may have
been issued and subject to the provisions of section 91 of the Act, 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 be the conditions of allotment thereof made payable at
fixed times and each member shall (subject to receiving at least fourteen days’ notice specifying
the time or times and place of payment) pay to the Company (or to such other persons as the
directors shall specify) at the time or times and place so specified the amount call on his shares. A
call may be revoked or postponed as the directors may determine.

18. 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.

19. A call shall be deemed to have been made at the time when the resolution of the directors
authorizing the call was passed and may be required to be paid by installments.

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

21. If a sum called in respect of a share is no 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 such rate not exceeding 15
percent per annum as the directors may determine but the directors be at liberty to waive
payment of such interest wholly or in part.

22. Any sum which by the terms of issue of a share -Becomes payable on allotment of at any
fixed date, whether on account of the nominal value of the shares or by way of premium, shall, for
the purposes of these articles, be deemed to be a call duly made and payable on the date which by
the terms of issue such sum becomes payable. and in case of non-payment, all the relevant
provisions of these Articles, as to payment of interest and expenses, forfeiture otherwise shall
apply as if such sum had become payable by virtue of a cell duty made and notified.

23. On the trial or hearing of any proceeding brought by the company against any member or
his representatives to recover any debt or money claimed to be due to the Company in respect of
his share it shall be sufficient to prove that the name of the defendant is or was, when the claim
arose, entered in the Register of Members as a holder, or one of the holders, of the share for
which such claim is made, and the amount claimed is not entered as paid in the books of the
Company and its shall not be necessary to prove the appointment of the directors who made any
call, nor that a quorum was present at the meeting at which any call was made was duly convened
and constituted, nor any other matter whatsoever, but the proof of the matters aforesaid shall be
conclusive evidence of the debt.

TRANSFER OF SHARES

24. Any member desiring to sell any of his shares shall give notice in writing to the board
Directors of the number of shares proposed to be sold , sale price and name of the proposed
transferee and the Board son entitled to transfer to any person selected by the transferor.

25. If the Directors refuse to register the transfer of any shares, they shall, within two months
after the date on which the transfer was lodged with the company, send to the transferee and the
transferor notice of such refusal.

26. No share shall in any circumstances be transferred to an insolvent or a person of unsound

mind.
27. In case any shares are held jointly by two or more persons, on the death of one or more of
them, the shares may, if so requested by the others of them, be transferred in the name of the
surviving joint holders. Every transmission of the shares whether by the death of insolvency of a
member or otherwise shall be verified in such a manner as the Board may think fit and it may
refuse to register any such transmission until the same be so verified or until and unless, if
required by the Board, indemnity be given to the Company with regard to such registration which
the Directors in their discretion shall consider sufficient. Provided always that no such indemnity
shall be require if the transmission shall be verified by an order of a court or probate or letter of
administration or a succession certificate granted by a court of competent jurisdiction.

28. a) On the death of a member, the survivor or survivors where the member was a joint
holder and his 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.

b) Nothing contained in clause (a)shall release the estate of a deceased joint holder
from any liability in respect of any share which has been jointly held by him with other persons.

29) The directors may in their absolute and uncontrolled discretion and without assigning any
reason thereof decline to register or acknowledge any transfer of any share (whether or not it is a
fully paid share).

FORFEITURE OF SHARES

30. If any member fails to pay any call on the day appointed for payment thereof the Board at
any time there after, during such time as any part of the call or installment remains unpaid serve a
notice on him requiring payment of so much of the call or installment as is unpaid together with
any interest which may have accrued.

31. 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 will be liable to be forfeited.

32. If the requirements of any such notice has not been complied with, any shares in respect of
which the notice has been given many, at any time thereafter before the payment thereof been
made, be forfeited by a resolution of the Board to that effect.

33. a) A person whose shares have been forfeited shall cease to be a member in respect’ of
the forfeited shares, but shall, not withstanding the forfeiture, remain liable to pay to the company
all monies which, at the date of forfeiture were presently pay able by him to the Company in
respect of the shares.

b) The liability of such person shall cease if and when the Company shall receive
payment in full of such monies in respect of the shares.

34. The provisions of these Articles 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 Of,,
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.

35. The Company in general meeting may by ordinary resolution

a) Consolidate and divide all or any of its share capital into shares of large amount than
its existing shares;

b) Sub-divide its existing shares, or any of them, into shares of smaller amount than is
fixed by the memorandum of association subject, nevertheless, to the provisions of Section 94(1)
(d) of the Act and so that as between the resulting shares, one or more of such shares may be by
the resolution by which such sub-division is effected be given some preference or special
advantage as regards dividend, capital, voting or otherwise over or compared the others or any
other of such shares; subject nevertheless to the provisions of section 106 of the Act.

c) Cancel any shares which, at the date of the passing of the resolution, have not been
taker. Or agreed to be taken by any person and diminish the amount of its share capital by the
amount of its shares so cancelled.

36. The Company pay from time to time by special resolution, reduce its share capital any
capital redemption reserve fund or any share premium account in any manner and with subject to
any incident authorized, and consent required by law.

37. Subject to the provisions of section 100 to 105 of the Act, the Directors may accept from
any member the surrender on such terms and conditions as shall be agreed of all or any of his
shares.

DIVIDEND AND RESERVES

38. The Company in annual general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the directors.

39. The directors may from time to time pay to the members such interim dividend as appears
to the directors to be justified by the profits of the Company according to the estimate thereof
formed by the directors.

40. The directors may, before recommending any dividend retain such sums as they think
proper for depreciation and may set aside out of the profits of the Company such sums as they
think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable
for meeting contingencies or for the liquidation of any debentures, debts or other liabilities of the
Company, or for providing for depreciation, or for writing down assets, or for equalizing dividends,
or for any other purpose to which the profits of the Company may be property applied, and
pending such application may at the like discretion, either be employed in the business of the
Company or be invested, subject to the provisions of section 370 of the Act in such investments as
the directors may from time to time think fit. The directors may also without placing the same to
reserve carry forward any profits which they may think it imprudent, inexpedient or inconvenient
to distribute.

41. No dividend shall bear interest against the Company.

RECONSTRUCTION

42. On any sale of the undertaking of the Company, the directors or the liquidators on a 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, either then 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 distribute 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 securities, benefits or property, and for the valuation of any
such securities or property price and in such manner as the meeting may approve and all holders
of shares shall be bound to accept and shall be bound by any valuation or distribution so
authorised and 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 494 of the Act as are
incapable of being varied or excluded by these articles.

GENERAL MEETINGS

43. a) A General Meeting of the Company may be called by giving not less than twenty one
day’s notice in writing specifying the place, day and hour of the meeting.

b) A General Meeting may be called after giving a notice shorter than of twenty one
days if consent is accorded thereto in writing by all the members of the Company in the case of
annual general meeting and in any other case, by the members of the Company holding 95% of
the voting power.
 c) The accidental omission to give notice to, or the non-receipt of notice by any other
person shall not invalidate the proceedings at the meeting.

44. 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. Save as herein otherwise provided,
five members personally present shall be the quorum.

45. The Chairman of the Board shall preside at every General Meeting but if at any meeting he
is not present within thirty minutes after the time appointed for holding the same or is unwilling to
act as the Chair and, the members present shall choose some Director or if no Director is present
or if all the Directors present decline to take the Chair, they shall choose some member present, to
be the Chairman of the meeting.

46. Any member of the Company entitled to attend and vote at a meeting of the Company shall
be entitled to appoint another person (whether a member of the company or not) as his proxy,
attend and vote instead of himself on a poll. The instrument appointing the proxy shall be
produced at the registered office of the Company and left there at least 48 hrs. Before being acted
upon.

47. A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding in the previous death or insanity of the principal 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, 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.

48. Subject to any rights or restrictions for the time being attached to any class or classes
shares:

a) On a show of hands, every member present in person shall have on vote, and

b) On a poll, the voting rights of members shall be as laid down in section 87.

PROCEEDINGS AT GENERAL MEETING

49. The ordinary business of an annual meeting shall be to receive and consider the profit and
loss account, the balance sheet, and the reports of the directors and auditors to elect directors in
the place of those retiring and fix their remuneration, to appoint auditors and fix their
remuneration, and to declare dividends. All other business transacted at an annual general
meeting and all business transacted at a Annual general meeting shall be deemed to be special
business.

50. No business shall be transacted at any general meeting unless a quorum of members
present at the time when the meeting proceeds to business, save as herein otherwise provided five
members in person shall be a quorum.

51. Unless a poll be so demanded a declaration by the Chairman that a resolution has on a
show of hands been carried or carried unanimously, or by a particular majority or lost, or not
carried by a particular majority and an entry to that effect in the book containing the minutes of
theproceedings of the Company shall be conclusive evidence of the fact without proof of the
number of proportion of the votes recorded in favor of or against such resolution.

52. On a poll votes may be given either personally or by proxy. On a show of hands a member
present only by proxy shall have no vote but a proxy for or representative of a corporation may
vote on a show of hands. A proxy may demand a poll.

53. Any corporation which is a member of the Company may by resolution of its director or
other governing body authorize such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of members of the Company and the person so authorized
shall be entitled to exercise the same powers, including the right to vote by proxy on behalf of the
corporation which he represents as that corporation could exercise if it were undivided member of
the Company. The production at the meeting of a copy of resolution duly certified by a director or
the secretary of such corporation as being a true copy of the resolution shall be accepted by the
company as sufficient evidence of the validity of his appointment.

DIRECTORS

54. The number of Directors shall not be less than two and not more than twelve.

55. The first Directors of the Company shall be the under mentioned persons

1. MO

2. A

56. The directors are not required to hold any qualification shares.

57. The Board may, from time to time, appoint a Chairman, a Managing Director, Additional
Managing Directors, Joint Managing Directors or Technical Directors for the management the
business of the Company, upon such terms and conditions as the Board may deem fit, subject to
section 314 wherever applicable.

58. The Company, in General Meeting may appoint such number of Directors, as it deems fit.

59. Any financial institution (herein after called nomination body) which gives or agrees to give
any loan or other form of financial assistance to the Company, may if the arrangement in respect
of such loan or such financial assistance so stipulates, nominate its representatives on Board of
Directors (herein after called as nominee Directors), such Directors and such representatives shall
cease to be Directors upon repayment of such loan or expiry of the terms stipulated in the
agreement for the termination of such a right of nomination. Such nominating, body may from
time to time remove its nominees and appoint other nominees in their places. Such nominee
Directors shall not be liable to retire during their tenure.

60. The Directors shall have power to appoint any person or a nominee of an Institution as
additional Director pursuant to an agreement if such person or institution with whom the Company
may enter into an agreement for the supply of technical know-how for rendering technical services
to the Company and the Directors so appointed shall not be subject to retirement during the
tenure of such arrangement and such Directors shall cease to hold office on the expiry of such
agreement.

61. The Board may appoint Alternate Director to act for a Director during his absence for a
period of not less than three months from the state in which the meetings of the Board ordinarily
held, in accordance with and subject to the provisions of section 313 of the Act.

62. The business of Company shall, subject to the overall control and supervision of the Board
of Directors of the Company, be carried on by the Managing Director for and on behalf of and in
the name of the Company and all contracts, matters and things which shall be entered into
executed, undertaken or done by the said Managing Director on behalf of the Company shall be
expressed to be entered into, executed, taken or done by them or by him on behalf of the
Company, and all receipts and discharges signed by the Managing Director shall be good and
sufficient to all intents and purposes and binding on the Company.

63. Subject to the provisions of section 287 of the Act the quorum for a meeting of the

Directors shall not be less than one-third of the total

strength or two whichever is higher.

64. The sitting fees of a Director shall be at such rates for each meeting of the Board or
Committee of the Board attended by him as the Board may from time to time determine. Provided
that the approval of the Central Government shall be taken for the fixation of fee exceeding two
hundred and fifty rupees per meeting. If any Director being willing, shall be called upon perform
extra service or a special exertion or efforts or to travel on Company’s business Board may
remunerate him for such extra services or special exertion of efforts either by of daily allowance or
payment of a lump sum of money or otherwise as they may think fit, SI to the provisions of
section 269, 309, 31 0 and 314 of the Act.

65. Save as otherwise expressly provided in the Act, a resolution in writing signed by Directors
shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and
constituted.

66. Subject to the provisions, of the Act, the Board of Directors of the Company shall be entitled
to exercise all such powers, and to do such acts and things, as the Company is authorized to
exercise and do, provided the Board shall not exercise any power or do any act in thing which is
directed or required, whether by any statute or by the Memorandum or Articles of the Company or
otherwise, to be exercised or done in general meeting.

67. The Board of Directors may, from time to time, raise or borrow any sum of money for and
on behalf of the Company from the members or other persons, Companies or banks or the
Directors may themselves advance money to the Company on such terms and conditions as may
approved by the Board of Directors subject to the provisions of section 58 A of the Act and the
Rules made there under.

68. The Board may, from time to time, secure the payment of such monies in such manner
upon such terms and conditions, in all respects as the Board may think fit and in particular by the
issue of the debentures or bonds of the Company or by mortgage or charge of all or any part of
the property of the Company and of its uncalled capital for the time being.

69. Any debentures, bonds or other securities may be issued at discount, premium or otherwise
and with special privileges as the redemption, surrender, drawing, allotments of shares.
Attendance at General Meetings of the Company -and otherwise.

70. The Board may entrust and confer upon the Managing Director or a whole time Director of
the powers of management which would not otherwise be exercisable by him upon terms and
conditions and with such restrictions as the Board may think fit, subject to always to the
superintendence, control and direction of the Board and the Board may from time to time revoke,
withdraw, alter or vary all or any such powers.

COMMON SEAL

71. The Company shall have a seal and the Board shall provide for the safe custody thereof the
seal shall not be affixed to any instrument except in the presence of at least one director who shall
sign every instrument to which the seal is so affixed in his presence.

INDEMNITY

72. Subject, to the provisions of section 201 of the Act, every Director, Managing Director,
Auditor, Secretary and other officer or servant of the Company shall be indemnified by Company
against (and it shall be the duty of the Board, out of the funds, to pay) all costs, losses and
expenses including traveling expenses which any such Directors, officers or servant may incur or
become liable to, by reason of any contract entered into or act or thing done by him as such
Director, officer servant or in any other way in discharge of his duties.

73. No member shall be entitled to visit or inspect the works of the Company without permission
of the Directors as to enquire discover of any information respecting any detail of the Company’s
trading, or any matter which may relate to the conduct of the business of the Company and which
in the opinion of the Directors would be inexpedient in the interest of the Company to disclose.

WINDING UP

74. If the Company shall be wound up, the liquidator may with the sanction of a Special
resolution of the Company and any other sanction of a Special Resolution of the Company and any
other sanction required under 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.

75. For the purpose aforesaid, the liquidator may set such value as he deems fit upon any
property to be divided as aforesaid and may determine how such division shall be carried out as
between the members or different class of members.

76. The liquidator may, with the like sanction, vest the whole or any part of such assets in
trustees upon such trust for the benefits of the contributories as the liquidators with the like
sanction think fit, but so that no member shall be compelled to accept any shares or securities
where on these is liability.

S.No:

Name, Address, Description, Occupation and Signature of the Subscriber.

Name, Address, Description, Occupation and Signature of the Witness.

PLACE: HYDERABAD
DATE: