MEMORANDUM OF ASSOCIATION OF BEVIN EXPORTS INDIA PRIVATE LIMITED [Incorporated under the Companies Act, 1956]

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2 3 MEMORANDUM OF ASSOCIATION OF BEVIN EXPORTS INDIA PRIVATE LIMITED [Incorporated under the Companies Act, 1956] I. The name of the Company is BEVIN EXPORTS INDIA PRIVATE LIMITED. II. The Registered Office of the Company will be situated in the state of Karnataka. III. The objects for which the Company is established are: (A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED ON ITS INCORPORATION ARE: 1. To carry on business of Import, Export, processing, packing, re-packing, trading in, purchase, sell and to act as mercantile agents, clearing and forwarding agents, brokers, consignors, consignees, conversion agents, distributors, act as stockiest or otherwise in any other manner deal in all types of food and food products, organic foods, processed foods, packed foods, frozen foods, canned and Jarred foods, poultry products, groceries including ready to eat preparations, condiments, other ethnic preparations, agricultural produce, soya bean, wheat, rice & rice products, maize, all types of cereals, pulses, dhal, oats, cash crops, sugar cane, sugar, vegetables, and fruits including dehydrated fruits and vegetables and their products, preserved fruits, dry fruits, jam, pickles, masalas, masala mixes, coffee and coffee products, tea & Tea products, edible oils, hydrogenated fat, vanaspathi, tallow, meat and meat products, marine products, poultry, piggery, prawn and pisci-culture, dairy products, condensed milk, flavored milk, ice cream, butter, ghee, backed products, pastries, confectioneries, sweets, biscuits, chocolates, beverages, fruit juices, concentrates, mineral water, soft drinks, syrups, preservatives, flavors, colouring agents, emulsifiers, food supplements, nutrients, natural or synthetic chemicals used for processing and preservation in the food industry. 2. To carry on the business of exporters, importers, buyers, distributors, sellers, processors and or dealers in all or any types of consumer goods, industrial goods, agricultural goods, plant & machinery, pharmaceuticals, electrical and electronic products, Telecom Products, Smart Phones, Mobile Devices, Telecom Accessories, Regional Movies, Printed Stationeries, Office Stationeries, IT Products, Computer Peripherals, Media Products, Audio, Video and other entertainment products, Building materials, Ceramics, Bathroom Fittings, Furniture & Other Wooden Items, Granites, Minerals, Marbles, other Stones and Tiles, Garments, Textiles, Artifacts, Handicrafts, Incense, Perfumes and Fragrances, Paintings, Sculptures, Carpets, Jewellery, Gems, Electronic items, components and accessories, Machines and Mechanical Items, components and accessories, and any other Products, Items or Things Indigenous to or Obtainable within India or any other Country of the World, and all other work which is ancillary to the above purpose. 3

3 4 3. To carry on the business of selling agents, purchasing agents, general agents, commission agents, sub-agents, distribution agents, stockists, dealers and manufacturers, representatives, marketing agents or consultants, indenting agents of all types and kinds of foods, commodities and services and to do all such other acts and things which are conducive to the aforesaid business and/ or ancillary or incidental to the same. (B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE: 1. To develop, acquire, import, install, repair and render maintenance service, know-how, technology, consultancy and training in connection with the objects. 2. To establish and maintain offices and/or agencies at any place or places in India or other parts of the world for the conduct of the business of the company or the purchase and sale of goods, merchandise, materials, articles and things required for or dealt in or manufactured by or at the disposal of the company. 3. To employ or to depute personnel or otherwise acquire technical experts, engineers, foremen or skilled and unskilled labour for any of the purposes of the company. 4. To make, undertake, encourage, experiment, research and invent about the business of the company. 5. To give any guarantee or provide any security in connection with any loan made by any other persons, firm or body corporate to any other person, firm, or body corporate or any purpose whatsoever and on any terms whatsoever. 6. To create, execute, or issue debentures, debenture stocks or bonds either at par, premium, or discount and either redeemable or irredeemable secured upon all or any part of the undertaking, rights, properties of the company present and future including uncalled capital or the unpaid calls of the company. 7. To open and operate current, overdraft, loan, cash credit deposit account or accounts with any bank, company firm, or person and close any such accounts. 8. To enter into contracts, agreements and arrangements with any other company for carrying out, by such other company on behalf of the Company, of any of the objects for which the company is formed. 9. To carry on the business whether of agency or otherwise which may seem to the company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render more profitable any of the Company s undertakings or to advance or promote the object and interest of the Company. 4

4 5 10. To advertise and adopt means of making known the business activities of the Company or any article or goods traded or dealt in by the Company in any way be expedient including the posting of bills in relation thereto and the issue of circulars, books, pamphlet and price list, and the conducting of competitions, exhibition and giving of prizes, rewards and donations. 11. Generally to purchase, to build or construct, to take on lease or in exchange or otherwise acquire any movable or immovable property and any rights or concessions which the Company may consider necessary or desirable. 12. To promote and form any Company or Companies for any purpose and to transfer all or any of the property rights and liabilities of this Company to that company. 13. To apply for, purchase or otherwise acquire and protect, prolong and renew trademark, trade names, designs, secret processes, patents, patent rights, "Brevets D Inventories", licenses, protection and concession, which may appear likely to be advantageous or useful to the Company and to spend money in experimenting and testing and improving or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire or develop. 14. To enter into any agreement or agreements with any Government, State or Authority, Municipal, Local or otherwise and/or with any company, person of firm, which may seem to be of advantage to the Company and obtain from such Government, State or Authority, Municipal, Local or otherwise or company, person or firm, any rights, privileges or concessions and to carry out and exercise and comply with such arrangement or agreement. 15. To acquire by concession, grant, purchase, amalgamation, barter, lease, license or otherwise, either absolutely or conditionally and either solely or jointly with other lands, houses estates, farms quarries, water rights, way lanes and other works, privileges, rights and here determents and machinery, plant and utensils and trade marks and other movable and immovable property of any description whatsoever at any place or places in India or in any foreign country and together with such rights as may be agreed upon and granted by Government or the rulers or owners thereof and to expend such sums of money as may be deemed requisite and advisable in the exploration, survey, cultivation and development thereof. 16. To enter into partnership or into any arrangement for sharing profits, union of interests, cooperation, joint venture, reciprocal concession or otherwise with any person, firm or company carrying on or engaged in or about to carry on or engage in, any business, or undertaking or transaction which may seem capable of being carried on or conducted so as to, directly or indirectly, benefit the Company, to guarantee the contracts or otherwise assist any person or company and to take or otherwise acquire and hold shares or securities of any such person, firm or company and sell, hold, re-issue with or without guarantee or otherwise deal with such shares and securities. 5

5 6 17. To purchase or otherwise acquire and undertake the whole or any part of the business, property, goodwill, rights and liabilities of any person, firm or company carrying on any business and purchase, acquire apply for, hold, sell and deal in shares, stock, debentures or debenture stock of any such person, firm or company and to conduct, make or carry into effect any arrangement in regard to the winding up of the business of any such person, firm or company. 18. To promote any other company for the purpose of acquiring the whole or part of the business or property or undertaking, or any other liabilities of this Company, or for taking over any business or operations which may appear likely to assist or benefit this Company and to place or guarantee the placing of, underwrite or subscribe for or otherwise acquire all or any part of the shares or securities of any such Company aforesaid. 19. To amalgamate with any company or companies having objects altogether or in part similar to those of this Company. 20. To enter into agreements, contracts or collaboration with Indian or Foreign individuals, Governments, Companies, Banks, Financial Institutions or Corporations or other Organizations for technical, financial or any other assistance for carrying out all or any of the objects of the Company. 21. Subject to the provisions of Companies Act, 1956, to borrow or raise money or to raise money on deposits at interest or otherwise in such a manner as the Company may think fit and in particular by issue of debentures, debenture stock, perpetual or otherwise and convertible or perpetual annuities, and in securities of the money so borrowed, the whole or any part of the property, assets or revenue of the Company, present or future, including its uncalled capital, by special assignment or otherwise, or to transfer and convert the powers as may deem fit, securities provided however, the Company shall not carry on the business of banking as defined in the Banking Regulation Act, To remunerate or make donations to {by cash or in kind or by the allotment of fully or partly paid shares, debentures, debenture stock, or securities of this or any other company, or in any other manner} whether out of the Company's capital, profits or otherwise, to any person, or firm or company for services rendered or to be rendered in introducing any property or business to the Company, or any other reason which the Company may think proper. 23. To pay all the costs, charges and expenses of and incidental to the promotion and resignation and establishment of the Company including costs, charges, expenses of negotiations, contracts and agreements made prior to and in anticipation of the formation and incorporation of the Company. 24. To undertake and execute any trusts, the undertaking whereof may seem desirable either gratuitously or otherwise. 25. To draw, make issue, accept and to endorse, discount and negotiate promissory notes, hundies, warrants, bills of exchange, bills of lading, delivery orders, warehouse keeper s certificates, and other negotiable or commercial or mercantile instruments in connection with the business of the Company. 6

6 7 26. To lend or deposit moneys, belonging to or entrusted to or at the disposal of the Company, to such person or company and in particular to customers and others having dealings with the Company with or with- out security, upon terms as may be thought proper and guarantee the performance of contracts by such person or company, but not to do the business of Banking as defined in the Banking Regulation Act, Subject to the provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 to invest and deal with the moneys of the company, not immediately required, in such manner as may from time to time be determined. 28. To guarantee the payment of money, unsecured by or payable under or in respect of Promissory Notes, Bonds, Debentures, Stock, Contracts, Mortgages, obligations, Instruments and Securities of any company or of any authority, supreme, municipal, local or otherwise of any person whomsoever whether Incorporated or not incorporated. 29. To provide for the welfare of Directors, employees or ex- employees of the Company and the spouses, widows, families or dependents or relatives of such persons by building or contributing to the building of houses, dwelling or by grant of money, pensions, gratuity, bonus, payment towards insurance, or other payment, or by creating, from time to time, subscribing or contributing to, adding or supporting provident funds or trusts or conveniences, profit sharing schemes and other funds by providing or subscribing or contributing towards places of education or recreation, hospitals and dispensaries, medical and other assistance as the Company shall think fit. 30. Subject to the provisions of the Companies Act, 1956 and the Constitution of India to subscribe or contribute or to otherwise assist or to guarantee money to charitable, benevolent, religious, scientific, educational, literary, medical, national, public or any other institutions, funds, objects or purposes or for any exhibition, industrial fair or display. 31. To train or apply for the training in India or abroad of any member or any of the Company's employees or any other candidates in the interest of and for the furtherance of the company s business. 32. To place to reserve, or to distribute as dividend or bonus among the members, or to apply as the Company may from time to time think fit moneys received by way of premium on shares or debentures issued at a premium by the company and any moneys in respect of dividends accrued on forfeited shares and to distribute any property of the Company amongst the members in specie or kind in the event of winding up. 33. To establish branches or to appoint agents, stock distributors and representative in any part of the world for promoting the sale of any products / services of the Company and organize, and finance the trade of any such branches or agencies. (C) THE OTHER OBJECTS OF THE COMPANY ARE: 1. To purchase, acquire, take in lease, or in exchange or obtain in any other lawful manner any areas, lands, buildings, structures and turn the same into account, and/or develop the same into layouts, residential flats, houses, commercial flats and/or maintain the same and/or sell or dispose of the same. 7

7 8 2. To undertake and provide Internet related services, systems, technology, information and software development services and products, including hardware s, to any person through agents, franchisee, by any available means, in India or abroad including value added services such as interactive, Television, Internet, , V-Sat, Telephony, Video Shopping, Entertainment, Infotainment, Tele shopping, E-Commerce, Games, Data Transmission, Computer networking, Video conferencing etc. and to establish links via. Satellite uplink and downlink through available reception systems. 3. To start and run any magazine, newspaper, periodicals, daily. bi-weekly, fortnightly, monthly quarterly, half-yearly, annually and to engage men required for carrying on the work and to enter into necessary arrangements for the same 4. To carry on business of shares or stockbrokers and canvassers, insurance agents and underwriters and/ general agents, or canvassers, carting agents, public carriers of goods and passengers, contractors, managers. Organizers or merchants in general. 5. To carry on the business of commission agents, brokers, consultants, representatives, middlemen, real estate, importers and exporters. 6. To act as Consulting Engineers, Technical Advisers, Mechanical Experts, Technicians, Specialists and Consultants in all branches of Engineering Improvements required in any industry, Trade of Commerce, or Business and to organize, conduct or manage Engineering or work shops on the related fields. 7. To carry on the business of manufacturers, fabricators, processors, producers, growers, makers, importers, exporters, buyers, sellers, suppliers, stockiest, agents distributors and concessionaire of and dealers in agro, fertilizers, manures, animal feeds, urea and other types of organic or inorganic or mixed fertilizers of synthetic or natural origin containing nitrogen, phosphate or other compounds soda ash, insecticides, fungicides and remedies of all kinds whatsoever for agricultural, fruit growing or other purposes whether produced from vegetable or animal matter or by any chemical process or otherwise. IV. The Liability of the members is limited. V. The Authorized Share Capital of the Company is Rs.5, 00,000/- (Five Lakhs only) divided into 50,000/- (Fifty Thousand only) Equity Shares of Rs.10/- each. We the several persons, whose names and address are subscribed below are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take number of shares in the Capital of the Company set opposite to our respective names. 8

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9 10 ARTICLES OF ASSOCIATIONS OF BEVIN EXPORTS INDIA PRIVATE LIMITED. (Company limited by Shares registered under Companies Act, 1956) CONSTITUTION 1. Regulations contained in table A to the First Schedule to the Companies Act, 1956 shall apply to the extent applicable to private companies so far and only as they are not inconsistent with any of the provisions contained in these Articles and excluding those applicable only to public companies. INTERPRETATION 2. Unless the context requires otherwise, all terms and expression used in these regulations shall have the meaning ascribed to them under the Act, as applicable to the company. In the interpretation to these Articles, unless the context requires otherwise, the following terms and expressions shall have the meaning ascribed to them below: a) ACT means the Companies Act, 1956, including any amendments, re-enactments or other statutory modifications thereof for the time being in force. b) AUDITORS means and include those person appointed as such for the time being by the Company c) BOARD means the Board of Directors for the time being of the Company. d) COMPANY means the Company operating under the name of BEVIN EXPORTS INDIA PRIVATE LIMITED. Or such other name changed in accordance with law, to which these Articles apply. e) DIRECTORS mean the directors for the time being of the Company or as the case may be the directors assembled at the Board. f) SEAL means the common seal of the Company. Words importing singular shall include plural and vice versa and words importing the masculine gender shall include the feminine gender and words importing persons shall include bodies corporate. Expression referring to writing shall unless the contrary intention appears, be construed as including references to printing, lithography and other modes of representing or reproducing words in a visible form. Words importing the masculine gender shall also include the feminine and the neuter gender and vice versa, as applicable. 10

10 11 PRIVATE COMPANY 3. The Company is a private company within the meaning of section 3(1) (iii) of the Act and accordingly the minimum paid up capital always will be not less than Rs. 1,00,000/- and further: a. The right to transfer the shares of the Company shall be restricted in the manner and to the extent here in after appearing in these Articles: b. The number of members of the company shall be limited to 50 not including: i. Persons who are in the employment of the Company; and ii. 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 employment ceased. Provided that where two or more persons hold one or more shares in the Company jointly, they shall, for the purpose of this article, 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; and d. Prohibits any invitation or acceptance of deposits from persons other than its members, Directors or their relatives. Provided that where two or more persons hold one or more shares in the Company jointly, they shall, for the purpose of this definition be treated as a single member. SHARE CAPITAL 4. The Authorized Share capital of the Company shall be same as stated in clause V of the Memorandum of Association of the Company, with power to increase or reduce the capital or divide/reclassify the shares into several classes or types/kinds. 5. If at any time the share capital is divided into different classes of shares, the rights attached to each class (unless otherwise provided by the terms of issue of shares of that class) may, subject, to the provisions of Sections 106 and 107 of the Act, be varied. 6. The Company shall be authorised to pay commission on subscription to shares or debentures in accordance with Section 76 of the Act. 7. The Shares shall be at the disposal of the Board of Directors and they may allot, grant, have option over, or otherwise deal with or dispose of them to such time and generally on such terms and conditions, as they feel proper. 8. The Directors may also allot and issue shares in the capital of the Company towards payment or part payment of any property sold or transferred, goods or machinery supplied, or services rendered to the Company or in connection with the formation or promotion of the Company or the conduct of business and any shares, which may be so allotted or may be issued as fully or partly paid and if so issued, shall be deemed to be fully or partly paid as the case may be. 11

11 12 9. The shares may be issued at par or at premium or at a discount as may be deemed expedient. 10. Except as provided in Section 77 of the Act, no part of the funds of the Company shall be employed in the purchase of the Company s own shares. The Company may purchase/buy back its own Shares or other specified securities in accordance with the provisions of Sections 77A, 77AA and 77B of the Act and such regulations or guidelines as may be framed by the appropriate authority. 11. No person shall be recognized by the Company as holding any share upon any trust and company shall not be bound by, or recognize any equitable, contingent, future or partial interest any share or any interest in any fractional part of a share or (except only as by these present otherwise provided) any other right in respect of any share except an absolute right to the entire thereof in registered holder. 12. Subject to the provision of Section 80 of the Act, any preference shares may be issued on the terms that they are, or at the option of the Company are liable, to be redeemed or converted into Equity shares or otherwise, on such terms and such manner as the Company may determine. 13. Subject to the provisions of Section 92 of the Act, the Company shall be permitted at its discretion to accept from member, the whole or part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called-up. 14. Subject to the provisions of Section 93 of the Act, the Company shall be permitted to pay dividends in proportion to the amount paid-up on each share where a larger amount is paid-up on some shares than on others. 15. If permitted by law, the Company shall be permitted to issue share warrants in accordance with Section 114 of the Act. 16. Subject to the provisions of Section 208 of the Act, the Company may pay interest out of its Share Capital. 17. The Company may at its discretion issue sweat-equity shares to employees or directors of the Company at a discount or for a consideration otherwise than in cash for providing know-how or making available rights in the nature of intellectual property rights or value-additions, by whatever name called, in accordance with Section 79A of the Act, and other applicable provisions of the Act. 18. The Company may by special resolution reduce its share capital in accordance with Section 100 of the Act. FORFEITURE AND SURRENDER 19. The Company shall have the power of forfeiture of shares in accordance with Table A of Schedule I of the Act. 12

12 13 BUY BACK OF SHARES 20. Subject to the provisions of the Companies Act,1956, and any other applicable laws, and subject to the approval of shareholders, Company may, at its sole discretion, buy-back its own securities. SHARE CERTIFICATE 21. Every member shall be entitled upon payment share certificate under the common seal of the company specifying the details of the share(s) held by him with distinctive numbers thereof. LIEN 22. The Company shall have a first paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares standing registered in the name of a single person for all moneys, presently payable by him or his estate to the Company. The Company s lien, if any, on a share extends to all dividends payable thereon. TRANSFER AND TRANSMISSION OF SHARES 23. Subject to the provisions of Sections 108, 112 and 250, the regulations contained herein shall govern the transfer and transmission of shares. 24. The Directors may in their absolute discretion refuse to register without assigning any reason any transfer of share to a transferee of whom they do not approve. They may also decline to register any transfer of share where: (i) (ii) The share is not fully paid up; The Company has a lien on such shares and (iii) Without assigning any reason thereof where it is not proved to their satisfaction that the proposed transferee is a responsible person; (iv) The Directors are of the opinion that the proposed transferee( not being already a member ) is not a desirable person to admit to membership; (v) The registration of such transfer would result in contravening the provisions of Articles 3 hereof. 25. No shares held by a member in the Company shall be transferred to any person other than a member of the Company except with the sanction of the Board of Directors of the Company embodied in a resolution obtained before the transfer upon written application submitted by the member concerned stating full particulars about the proposed transfer. The Board of Directors shall have authority to refuse sanction to any such proposed transfer without stating reasons. 26. Except where transfer is made pursuant to Article 20 hereof, the persons proposing to transfer any share (herein after called the proposing transferor ) shall give notice in writing (hereinafter called a Transfer notice ) to the company that he desires to transfer the same. Such notice shall specify the sum he fixed as the fair value and shall constitute the company as agent for the 13

13 14 sale of the shares to any member of the company (or person selected as aforesaid) willing to purchase the share (herein after called Purchasing Member ) at the price so fixed, or at option of the purchasing member, at the fair value include several shares and in such case shall operate as if it were a separate notice in respect of each. A transfer notice shall not be revocable except with the sanction of the Directors. 27. The Company shall, within the space of twenty eight days after being served with a transfer notice find a purchasing member and shall give notice thereof to proposing transferor who shall be bound, upon payment of the fair value as fixed in accordance with Article 17 hereof, to transfer the share to the purchasing member. 28. In case any difference arises between the possessing transferor and the purchasing member as to the value of share, the Auditor of the Company shall, on the application of either party certify in writing the sum which in his opinion, is the fair value, and such sum shall be deemed to be the fair value, and in so certifying the Auditor shall be acting as an expert and not as an Arbitrator, and accordingly the Arbitration Act, 1940 shall not apply. 29. If in any case the proposing transferor, after having become bound as aforesaid, makes default in transferring the share, the Company may receive the purchase money, and the proposing transferor shall be deemed to have appointed any one Director or the Secretary of the Company as his agent to execute a transfer of the shares to the purchasing member, and upon the execution of such transfer the Company shall hold the purchase money in trust for the proposing transferor. The receipt of the Company for the purchase money shall be a good discharge to the purchasing member and after his name has been entered in the Register in purported exercise of the aforesaid power, the validity of the proceeding shall not be questioned by any person. 30. The Directors may at any time give notice in writing to any person or persons entitled to the shares held by a deceased member calling upon him or them forth with to transfer all or any of the shares held by such persons or persons entitled to the shares of the deceased member who shall give a transfer notice in respect of such shares within 30 days of the notice; if they fail to serve such notice at the expiration of the period, be deemed to have given such notice in accordance with Article Any transfer of shares in contravention of the above regulations may be deemed invalid at the option of the Board of Directors. 32. The executors or administrators or the legal heirs of a deceased member shall be the only persons recognized by the Company as having title or interest in any share upon production such evidence as the Board of Directors may require. 33. Any person becoming entitled to any share by reason of death or bankruptcy of the shareholder shall be entitled only to the dividends to which he would be entitled to if he were the registered holder of the share and not in other respects be entitled to the right possessed by the predecessor entitled of such shares. 14

14 15 GENERAL MEETING 34. Annual General Meeting of the Company may be convened by giving not less than 21 days notice in writing. All other general meetings may be convened by giving lesser days notice in writing. 35. Every notice of the Company shall specify the place, date and time of the meeting and in addition contain a statement of the business to be transacted thereat. 36. Every Annual General Meeting shall be called for at a time during business hours on a day that is not a public holiday and shall be held at the registered office of the Company or at some other suitable place in the city in which the registered office is situated and notice calling for such meeting shall specify it as the Annual General Meeting. 37. The Chairman of the Board of Directors shall preside over every general meeting of the Company. 38. If in any meeting the Chairman is not present, the Directors shall choose one of them to act and if there be no Director present the member present shall choose one of them to be Chairman. 39. The accidental omission to give any such notice to or the non-receipt of any such notice by any of the members to whom, it should be given shall not invalidate any resolution passed or proceedings held at nay such meeting. 40. The provisions of Sections 171 to 186 of the Act shall not apply to this Company. 41. A proxy shall be a member of the Company. QUORUM 42. The quorum for the general meeting of the Company shall be two members personally present. 43. A meeting of the members of the company at which a quorum is present shall be competent to exercise all or any of the powers and discretion exercisable by the Company generally under the provision of these articles or the statutory provisions for the time being in force. DIRECTORS 44. The number of Directors of the Company shall not be less than two and until otherwise determined by the Company in general meeting, it shall not be more than Twelve including all kinds of Directors. 45. The following persons are the first Directors of the Company: 1. Mr. JOEL SUMANTH RAJ 2. Mr. SHEETAL JAGANATH The First named person shall be the Managing director of the Company. 15

15 16 They shall not be liable to retire by rotation. Section 255 of the Act is not applicable to the Company. 46. Subject to superintendence, control and direction of the Board, the Whole Time Director, appointed as such by the board of directors shall discharge the following responsibilities: i. To attend to routine business of the Company. ii. To implement the decisions of the Board of Directors. iii. To convene the Annual and Extraordinary General Meetings of the Company and also meetings of the Board of Directors, to maintain accurate minutes of all proceedings of all meetings, to submit and file before the concerned officer all returns and statements to be filed under the Companies Act, 1956 on behalf of the Company. iv. To have the general conduct of the business and the affairs of the Company. 47. Any person whether a member of the Company or not, may be appointed as a Director and no qualification by way of holding shares shall be required for any Director. 48. The Board of Directors shall have power to co-opt additional Directors, but in doing so, the provisions of Section 260 or any statutory modification thereof, shall be complied with. 49. Subject to the provisions of Section 313 or any statutory modification thereof, the Board of Directors shall have power to appoint a person as Alternate Director. 50. Every Director shall be paid out of the funds of the Company such sitting fee for every meeting attended by him as may be decided by the Board from time to time besides traveling, hotel and other expenses incurred by him for such attendance and for returning from meetings of the Company or in connection with any business of the Company. 51. Subject to the provisions of section 314 of the Act, if any Director shall be appointed to advise the Directors as an expert or be called upon to perform extra services or make special exertions for any of the purpose of the Company, the Company may pay to such Director such special remuneration as they think fit, which remuneration may be in the form of either salary, commission or lump sum and may either be in addition to or in substitution of the remuneration specified in the last preceding article. 52. The chairman of the board meeting shall be elected by a majority of the board, and shall hold office till the conclusion of every consecutive board meeting. 53. All expenses with regard to the meeting of the Board shall be borne by the respective party attending the meeting. The Company will be liable to pay only nominal sitting fees to the Directors attending, which shall not be more than the amounts prescribed under the Act. 54. The quorum for a Board meeting shall be one third of the total strength (any fraction contained in that one third being rounded off as one) or two Directors, whichever is higher. The Board shall meet at least once in every three months or as provided under the Act. 16

16 The continuing Director may act, notwithstanding any vacancy on 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 Director or Director may act for the purpose of increasing the number of Directors to that fixed for the quorum or for summoning a general meeting of the Company but for no other purpose. 56. The Board may elect Chairman of its meeting and determine the period, which he is to hold office. 57. If no such Chairman is elected or if any meeting the Chairman is not present within thirty minutes after the time appoint for building the meeting, the Directors present may choose one of them to be the Chairman of the meeting. 58. The Board may from time to time appoint one or more of their body to the office of Technical Director or Whole time Director by any legally permitted designation or Manager for such terms and on such remuneration (whether by way of salary or commission, or partly in one and partly in another) as they may think fit, but his appointment shall be subject to determination ipso facto if he ceases from any cause to be a Director, or if the Company in general meeting resolves that the tenure of his office as Wholetime Director or Technical Director by any designation or Manager be determined. The Board may also fix up the remuneration payable to any Director. 59. The Board shall have the power at any time and from time to time to appoint a person as an additional Director who shall be liable to retire at the next immediate Annual General Meeting provided the number of Directors and Additional Directors together shall not at any time exceed the maximum strength fixed as per Article If at Annual General Meeting at which an election of Directors ought to take place, the post of any vacancy of any retiring Director is not filled up, he shall, if willing, continue in the office until the Annual General Meeting in the next year and so on from year to year until his place is filled up, unless it shall be determined at such meeting (on due notice) to reduce the number of Directors in office. 61. Subject to supervision, control and directions of the Board of Directors, shall be responsible for the general direction and management of the Company. 62. Subject to the provisions of sections 292, 297, 299 and 308 of the act, the Board may pass circular resolutions in the manner provided under section 289 of the act. POWERS AND DUTIES OF DIRECTORS 63. The Board of Directors shall be entitled to exercise all such powers and to do all such acts and things as the Company is authorized to exercise and do. 64. Provided that the Board shall not exercise any power or do any act or thing which is directed or required by the act or any other provision of law or by the memorandum of the Company or by these articles, to be exercise or done by the Company in general meetings. 65. Provided further that in exercising any such power or doing any such act or thing, which is 17

17 18 directed or required by the Act or any other provision of law or by the memorandum of the company or by these articles, to be exercised or done by the company in general meetings. 66. Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in the Act or any other provisions of law or Memorandum of Association of the Company or these Articles or in any regulations not inconsistent herewith and duly made hereunder, including regulations made by the Company in General Meeting. 67. No regulation made by the Company in General Meeting shall invalidate any, prior act of the Board which would have been valid if that regulation had not been made. 68. The Board of Directors may from time to time secure the payments in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or bond of the Company or by mortgage or charge of all or any part of the property of the Company and its uncalled capital for the time being. 69. Subject to the provisions of the Companies Act 1956 and any other applicable laws, and subject to the approval of shareholders in their meeting, the Board of Directors as may be deemed fit propose, approve / pass resolutions from time to time for buy back of shares of the Company, issue sweat equity shares or stock options of the Company. BORROWING POWERS 70. The Directors may, from time to time subject to the provisions of the Act, raise or borrow or receive on deposit any some of money for the purpose of the Company with or without security and may secure the payment or repayment of sum or sums in such manner and upon such terms and conditions as they think fit and in particular by the issue of debentures in the Company charged upon all or any part of the property of the Company, present or future including its uncalled capital for the time being. THE SEAL Subject to the provisions of the Companies Act, 1956 any debentures, bonds or other securities may be issued at discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at General Meeting of the Company and otherwise. 71. a. The Board shall provide for the safe custody of the Seal. b. The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board a committee of the Board authorized by in that behalf, and except in the presence of at least one Director who shall sign every instrument to which the Seal of the Company is so affixed in their presence. 18

18 19 ACCOUNTS 72. The Company shall comply with the provision of the Companies Act, 1956 regarding maintenance of account books and other statutory records. 73. The Company may create any depreciation fund, reserve fund, sinking fund, Insurance fund or any other special fund, whether for depreciation or for repairing, improving, extending or maintaining any of the property of the Company or any other purpose conductive to the interests of the Company. 74. The Books of accounts shall be kept at the Registered Office of the Company and the Board of Directors may determine whether and to what extent and at what time and place and under what conditions and restrictions the accounts and books of the Company or any of them shall be opened to the inspection of members. AUDIT 75. Auditors shall be appointed and their duties regulated in accordance with Sections 224 to 233 of the Act both inclusive and any statutory modifications thereof. 76. The provisions of the Companies Act, 1956, in regard to audit and the appointment of auditors shall be observed. INDEMNITY 77. Subject to the provisions of section 201 of the Act, the Directors, auditors, secretary and other officer of the Company and trustees for the time being acting in relation to any of the affairs of the Company and their heirs, executors and administrators, respectively shall be indemnified out of the assets of the Company for and against all suits, proceedings, cost, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or committed to be done in or about the execution of their duty in their respective offices of trust except when they incur or sustain by or through their own willful neglects or defaults. No such officer or trustee shall be answerable for the acts, receipts for the sake of conformity or defaults of any other officer or trustee or for joining in any receipts for the sake of conformity or for the solvency or honesty of any bankers or other persons with whom any money or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any money of the Company shall be invested or which may happen in or about the execution of the details of his office or trust unless the same shall happen through the willful neglect or default of such officer or trustee. SECRECY 78. No member or person shall be entitled to inspect the Company s books or visit or inspect the Company s properties without the permission of any of the wholetime Directors or to require discovery of any information respecting the details of the Company s working, trading or any matter which is or may be in the nature of a trade secret or secret process or trade mystery which may relate to the conduct of the business of the Company and which in the opinion of the Directors will not be expedient in the interest of the members of the Company to communicate to the public. 19

19 20 NOMINATION OF TRANSFERS 79. Every holder(s) of shares in or debentures of the Company, holding either singly or jointly, may at any time, nominate a person in the prescribed manner to whom the shares and/or the interest of the member in the capital of the Company or debentures of the Company shall vest in the event of his/her death. Such member may revoke or vary his/her nomination, at any time, by notifying the same to the Company to that effect. Such nomination shall be governed by the provisions of Sections 109A and 109 B of the Companies Act, 1956 or such other regulations governing the matter from time to time. Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether testamentary or otherwise, where a nomination made in the manner aforesaid purports to confer on any person the right to vest the shares or debentures, the nominee shall, on the death of the shareholder or debenture holder or as the case may be on the death of the joint holders become entitled to all the rights in such shares or debentures or as the case may be, all the joint holders, in relation to such shares or debentures, to the exclusion of all other persons, unless the nomination is varied or cancelled in the manner as may be prescribed under the Act. Where the nominee is a minor, it shall be lawful for the holder of the share or debenture to make the nomination to appoint any person to become entitled to shares in or debentures of the company in the manner prescribed under the Act, in the event of his/her death, during the minority. ISSUE OF SHARES TO EMPLOYEES: 80. The Board shall, on such terms as it may deem fit, and subject to the provisions of the Act, these Regulations, any other Law for the time being in force and any resolutions that have been passed in General Meeting, be entitled to: (i) to issue shares under Employee Stock Option Scheme Plan or Scheme either to the Employees of the Company or any Trust constituted for the benefit of the Employees (ii) to issue any sweat Equity shares in accordance with Section 79A of the Act. DISPUTE RESOLUTION: 81. Any Dispute between the Company, the Shareholders or the Directors in respect of any matters contained herein shall, if not resolved through mutual discussion, be resolved through arbitration in accordance with the provisions of the Arbitration and Conciliation Act, The arbitration shall be held in English and conducted at Bangalore, India. GENERAL AUTHORITY: 82. Wherever in the Act, it has been provided that any Company shall have a right, privilege or authority or that any Company cannot carry out a transaction unless it is so authorized by its Articles, then in that case the Articles hereby authorizes and empowers this Company to have such right, privilege or authority ad to carry out such transaction as have been permitted by the Act, without there being any other specific Articles in this behalf herein provide. 20

20 21 WINDING UP 83. If the Company shall be wound up, whether voluntarily or otherwise, the liquidator, unless otherwise provided by these Articles, may with the sanction and directions of a special resolution and other sanctions required by the Companies Act, 1956 divide amongst the members, in specie or kind the whole or any part of the assets of the Company and the liquidator may with the like sanction vest the whole or any part of such assets on trustees of such trust for the benefit of the contributories or any of these as the liquidator with the like sanction shall think fit, but no member shall be compelled to accept any asset or property whereon there is any liability. The Company in General Meeting shall be competent to give directions regarding procedure to distribute, subject to any sanction required by the Companies Act, 1956 all or any of the assets of the Company amongst its members in specie or kind as will be thought fit. We here by agree to the terms and conditions specified in this Articles and put our Signatures opposite to our Names as Subscribers to the Articles of Associations. 21