THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

ETHNOLOGIC HR SERVICES PRIVATE LIMITED

PRELIMINARY

1. Subject as hereinafter provided the Regulations contained in Table 'F' in

the First Schedule to the Companies Act, 2013 shall apply to the
Company except in so far as otherwise expressly incorporated herein
below.

INTERPRETATION

2. (1) In these Regulations:-

(a) "Company" means ETHNOLOGIC HR SERVICES PRIVATE

LIMITED.

(b) "Office" means the Registered Office of the Company.

(c) "Act" means the Companies Act, 2013 and any statutory
modification thereof.

(d) "Seal" means the Common Seal of the Company.

(e) "Directors" means the Directors of the Company and includes

persons occupying the position of the Directors by whatever
names called.

(2) Unless the context otherwise requires words or expressions

contained in these Articles shall be the same meaning as in the Act,
or any statutory modification thereof in force at the date at which
these Articles become binding on the Company.

PRIVATE COMPANY

3. The Company is a Private Company within the meaning of Section 2(68) of

the Companies Act, 2013 and accordingly:-

(i) restricts the right to transfer its shares;

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(ii) limits the number of its members to two hundred:

Provide that where two or more persons hold one or more shares
in a company jointly, they shall, for the purposes of this clause,
be treated as a single member:

Provided further that-

(a) persons who are in the employment of the company; and

(b) persons who, having been formerly in the employment of the
company, were members of the company while in the employment
and have continued to be members after the employment ceased,

shall not be included in the number of members; and

(iii) Prohibits any invitation to the public to subscribe for any

securities of the company;

SHARE CAPITAL

4. (a) The Authorised Share Capital of the Company shall be such

amounts and be divided into such shares as may, from time to
time, be provided in Clause V of the Memorandum of Association
with power to increase or reduce the capital in accordance with
the Company’s regulations and legislative provisions for the time
being in force in that behalf with the powers to divide the share
capital, whether original increased or decreased into several
classes and attach thereto respectively such ordinary,
preferential or special rights and conditions in such a manner as
may for the time being be provided by the Regulations of the
Company and allowed by law.

(b) The authorized share Capital of the Company shall be Rs.

1,00,000/- (Rupees One Lac).

5. The business of the Company may be commenced soon after complying

with the provisions of Section 11 of the Companies Act, 2013.

6. The shares shall be under the discretionary control of the Directors who
may allot or otherwise dispose of the same, to such person at such time
and on such term & conditions as they may in their absolute discretion
think fit & proper.

7. Shares may be registered in the name of any minor through a guardian

only as fully paid shares.

8. The Directors may allot and issue shares in the Capital of the Company
as partly or fully paid up in consideration of any property sold or goods
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transferred or machinery supplied or for services rendered to the

Company in the conduct of its business.

9. Subject to the provisions of section 68, 69, and 70 of the Companies Act,
2013 and any statutory amendments or reenactments thereof and
compliance of the provisions thereof by the Company, the Company is
authorised to purchase its own shares or other specified securities.

10. The Company in general meeting may decide to issue fully paid up
bonus share to the members if so recommended by the Board of
Directors.

11. The Share Certificate to the Share registered in the name of two or
more person shall be delivered to first named person in the register and
this shall be a sufficient delivery to all such holders.

12. Each fully paid up share shall carry one vote.

13. Subject to the provisions of Section 55 of the Companies Act, 2013, the
Company may issue preference shares, which shall be redeemed within
a period not exceeding Twenty Years from the date of their issue.

INCREASE AND REDUCTION OF CAPITAL

14. The Company in General Meeting may, from time to time, by ordinary
resolution increase the share capital of the Company by the creation of
new shares by such sum, to be divided into shares of such amount as
may be deemed expedient.

15. Subject to any special rights or privileges for the time being attached to
any shares in the capital of the Company when issued, the new shares
may be issued upon such terms and conditions and with such
preferential, qualified or such rights and privileges or conditions there
to as general meeting resolving upon the creation thereof shall direct. If
no direction be given, the Board shall determine in particular the
manner in which such shares may be issued with a preferential or
qualified right to dividends and in the distribution of assets of the
Company.

16. Before the issue of any new shares, the Company in General Meeting
may make provisions as to the allotment and issue of the new shares
and in particular may determine to whom the shares be offered in the
first instance and whether at par or premium. In case no such provision
is made by the Company in General Meeting, the new shares may be
dealt with according to the provisions of these Articles.

16A. Whenever the company proposes to increase its subscribed capital by

the issue of further shares, such shares shall be offered either to its
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existing share holders or employees under ESOP scheme or to any other

person subject to the provisions of Section 62 of the Companies Act,
2013. Such existing Shareholders shall have right to renounce the
shares offered to him in favour of any other person;

17. Subject to the provisions of the Companies Act 2013, the Company may,
from time to time in any manner, by special resolution and subject to any
consent required under the Companies Act 2013, reduce:

(a) its share capital,

(b) any capital redemption reserve account; or

(c) any share premium account

18. Subject to provisions of the Companies Act 2013, the Board may accept
from any member, to surrender, on such terms and conditions as shall be
agreed, of all or any of his shares.

ALTERATION OF SHARE CAPITAL

19. The Company, by ordinary resolution may, from time to time:

a) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares.

b) sub-divide its share or any of them into shares of smaller amount

than is fixed by the Memorandum of Association so, however, that in
the subdivision the proportion between the amount paid and the
amount, if any, unpaid on each reduced share shall be the same as
it was in the case of the share from which the reduced share is
derived.

c) cancel any shares which, at the date of the passing of the

resolution, have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of share
so cancelled. Where any share capital is sub-divided, the Company
in General Meeting, subject to the Sections 43, 47 and other
provisions of the Companies Act, 2013, may determine that as
between the holders of the shares resulting from sub-division, one
or more of such shares shall have same preferential or special
rights as regards dividend, payment of capital, voting or otherwise.

LIEN

20. Subject to the provisions of Companies Act, 2013 the Company shall
have a first and paramount lien upon all the shares (not being a fully
paid up share) for all monies (presently payable) registered in the name
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of such member (whether solely or jointly with others) and upon the
proceeds of sale thereof for his debts, liabilities and engagements
(whether presently payable or not) solely or jointly with any other
person, to or with the Company, whether the period for the payment,
fulfillment or discharge thereof shall have actually lien or not and such
lien shall extend to all dividends, from time to time, declared in respect
of shares, subject to section 123 of the Companies Act 2013. The Board
of Directors may at any time declare any shares to be wholly or in part
exempt from the provisions of this clause.

CALLS ON SHARES AND TRANSFER OF SHARES

21. The Directors are empowered to make call on members of any amount
payable at a time fixed by them. However, the Company may accept from
any member, the whole or a part of the amount remaining unpaid on any
shares held by him, even if no part of that amount has been called up.

22. Any member desiring to sell any of his shares must notify the Board of
Directors of the number of shares, the fair value and the name of the
proposed transferee and the Board must offer to the other share holders
the shares offered at the fair value and if the offer is accepted, the
shares shall be transferred to the acceptor and if the shares or any of
them, are not so accepted within one month from the date of notice to
the Board the members proposing transfers shall, at any time within
Two months afterwards, be at liberty, subject to Articles 23 and 24
hereof, to sell and transfer the shares to any persons at the same or at
higher price.

In case of any dispute, regarding the fair value of the share it shall be
decided and fixed by the Company’s Auditor whose decision shall be
final.

23. No transfer of shares shall be made or registered without the previous

sanction of the Directors, expect when the transfer is made by any
member of the Company to another member or to a member’s wife or
child or children or his heirs. The Directors may decline to sanction the
transfer subject to Section 58 of the Companies Act, 2013.

24. The Directors may refuse to register any transfer of shares (1) where
the Company has a lien on the shares or (2) where the shares are not
fully paid up shares, subject to Section 58 of the Companies Act, 2013.

25. Subject to Section 58 of the Companies Act, 2013 the Directors may in
their discretion, , refuse to register the transfer of any shares to any
person, whom it shall, in their opinion, be undesirable in the interest of
the Company to admit to membership.
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26. At the death of any members his or her shares be recognised as the
property of his or her heirs upon production of reasonable evidence as
may required by the Board of Directors.

27. Subject to Sec 56 of the Companies Act 2013, every instrument of

transfer, duly stamped must be accompanied by the certificate of share
proposed to be transferred and such other evidence as the director may
require.

28. The Certificate of title of share shall be provided attaching of the seal
of the Company.

GENERAL MEETINGS

29. All General Meetings other than the Annual General Meeting shall be
called Extra-ordinary General Meetings.

30. (a) The Board may whenever it thinks fit, call an Extra-ordinary
General Meetings.

(b) If at any time directors capable of acting who are sufficient in

number to form a quorum are not within India, any director or any
two members of the company may call an extraordinary general
meeting in the same manner, as nearly as possible, as that in
which such a meeting may be called by the Board.

(c) The Board shall, on a requisition made by, such number of

members who hold, on the date of the receipt of the requisition,
not less than one-tenth of such of the paid-up share capital of the
company as on that date carries the right of voting call an
Extraordinary General Meeting.

31. At least twenty-one days, clear notice of General Meetings of the

Company, specifying
the date, day, hour and place of meeting and the objects shall be given.
In every such noticecalling meeting of the Company there will appear a
statement that member is entitled
to appoint proxy to attend and to vote instead of himself. A General
Meeting may be called after giving a notice shorter than twenty-one
days if consent is accorded in case of any general meeting of all the
members entitled to vote thereat and in case of any other meeting by
members holding not less than 95 (Ninety Five) percent of the paid up
share capital and is given a right to vote in a meeting.

32. No business shall be transacted at any general meeting, unless quorum of

members in present. At least two members present in person shall be the
quorum for general meeting subject to the provisions of Section 103 of
the Companies Act, 2013.
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33. The Chairman, if any, of the Board, shall preside as Chairman of all Board
and general meetings, of the Company. If at any time the Chairman is not
present within 15 minutes after the time appointed for holding the same,
the Directors present shall elect one of the Directors present to be
Chairman of such meeting. If no director is present or unwilling to act as
Chairman, the members may appoint one of their members as Chairman.

34. No member shall be entitled to exercise any voting rights either

personally or by proxy at any meeting of the Company in respect of any
shares registered in his name on which any calls or other sums presently
payable by him have not been paid or in regard to which the Company has
exercised any right of lien.

MINUTES

35. Directors shall respectively cause minutes of all proceedings of General

Meetings and of all proceedings at meetings of Board of Directors or of
committee of the Board or by postal ballot to be duly entered in books to
be maintained for that purpose in accordance with Section 118 of the
Companeis Act, 2013.

The minutes of each meeting shall contain:

(a) The fair and correct summary of the proceedings thereat.

(b) The name of the Directors present at the meeting in case of meeting
of Board or committee of Board of Directors.

(c) The name of the Directors, if any, dissenting from or not consenting
to the resolution, in the case of each resolution passed at the
meeting of Board or committee of Board of Directors.

(d) All appointments made at any meeting. Any such minutes, purposing
to be signed in accordance with the provisions of Section 118 of the
Act, shall be evidence of the proceedings.

DIRECTORS

36. The number of Directors shall not be less than two and not more than
fifteen.

37. The following shall be the First Directors of the Company.

1. RAHUL AHLAWAT

2. SWATI CHAND
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38. The Directors may from time to time, appoint one or more of their body to
the office of the Managing Director for one or more of the divisions of the
business carried on by the
Company and to enter into agreement with him in such terms and
conditions as they may deem fit.

39. The Directors shall have the power, at any time and from time to time, to
appoint any person as additional Director in addition to the existing
Director so that the total number of Directors shall not at any time exceed
the number fixed for Directors in these articles, Any Directors so
appointed shall hold office up to the date of the next Annual General
Meeting or the last date on which the Annual General Meeting should
have been held, whichever is earlier.

40. The Managing Director may be paid such remuneration as may, from time
to time, be determined by the Board and such remuneration as may be
fixed by way of salary or commission or participation in profits or partly
in one way or partly in another and the same has to be ratified by the
share holders in the General Meeting as per the provisions of Section 196
and Schedule V of the Companies Act 2013.

41. The quorum necessary for the transaction, of the business of the Board
meeting subject to Section 174 of the Companies Act 2013, shall be one
third of the total strength or at least two whichever is higher.

42. The Company shall not, directly or indirectly, advance any loan, or a loan
represented as a book debt, to any of its Managing/Whole Time directors
or to any person in whom such Managing/Whole Time director is
interested or give any guarantee or provide any security in connection
with any loan taken by him or such other person unless the same is
approved by the members in general meeting or as a part of conditions of
service extended to all of its employees by the Company subject to the
provisions of section 185 of the Companies Act, 2013.

43. Subject to section 175 of the Companies Act 2013, a resolution in writing
signed by the Director's except a resolution which the Act specifically
required it to be passed at a Board meeting shall be effective for all
purposes as a resolution passed at a meeting of Directors duly called,
held and constituted.

44. Subject to the provisions of Section 161 of the Companies Act, 2013, the
Board of Directors may, by passing a resolution in Board Meeting, appoint
a person as an alternate director in place of a director who is absent from
India for a period not less than 3 (three) months. Such alternate director
while so acting shall exercise and discharge all functions and powers and
be subject to all the duties and limitations of the Director which he
represents and shall be entitled to receive notice to attend and to vote a
Director’s meeting on behalf of meeting attended by him. Such alternate
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director shall not hold office for a period longer than that permissible to
the director in whose place he has been appointed and shall vacate the
office if and when the director in whose place he has been appointed
returns to India.

45. The Director shall have power for engagement and dismissal of managers,
engineers, assistants, clerks and others and shall have power of general
direction, and management and superintendence, of the business of the
company with full powers to do all such acts, matters and things deemed
necessary, proper or expedient for carrying on the business and concern
of the Company including the power to make such investment of the
Company’s fund as they shall think fit, subject to the limit fixed by the
Board of Directors under Section 179 of the Companies Act 2013 and sign
contracts and to draw, make sign, accept, endorse and negotiate on
behalf of the Company all bills of exchange, promissory notes, hundies
drafts, Government Promissory Notes and other Government securities
and such other instruments.

46. The Director may delegate all or any of their powers to such other
Directors, Managers or other persons as they think fit and shall have
power to grant to any such person such power of attorney, as they deem
expedient and such powers at pleasure to revoke, subject to Section 179
and 166 of the Companies Act, 2013.

47. Subject to Provision under section 197 and Schedule V of the Companies
Act, 2013 the director shall receive such remuneration for their services
as may, from time to time, be determined by the Company in general
meeting or in a Board Meeting or may be contained in an agreement, if
any, between the Company and any Director or Directors.

48. A Director shall not be required to hold any qualification shares in the
Company and also not required to retire by rotation.

49. The Director shall also be paid travelling and other expenses of attending
and returning from meeting of the Board (including hotel expenses) and
any other expenses incurred by them in connection with the business of
the Company. The Directors may also be remunerated for any extra
services rendered by them outside their ordinary duties as Director,
subject to the provisions of Section 188 of the Companies Act 2013.

50. Subject to the provisions of the companies Act, 2013 and the Rules
framed there under, Board may decide to pay a Director out of the funds
of the Company by way of sitting fees a sum to be determined by the
board for each meeting attended by him.

51. The Board of Directors may participate in board meeting by telephone or

video conferencing or any other means of contemporaneous
communication.
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52. A Written Resolution circulated to all the Director, whether in India or

overseas and signed by majority of them as approved, shall (subject to
the provisions of section 175 of the Companies Act 2013.) be as valid and
effective as a resolution duly passed at the meeting of the Board.

53. The controlling shareholders shall have the right to appoint managing
director of the company. Wherever, the Managing Director has been
appointed in a Board Meeting and has not been approved by shareholders
in the General Meeting, all the acts done by such person in such duration
shall not be invalid.

POWERS AND DUTIES OF DIRECTORS

54. The following powers shall be exercised by the Board or any Committee
of the Board, or otherwise by the Company as may be so required:

a) To make calls on shareholders in respect of moneys unpaid on

shares held by them.

b) To increase or reduce the Company's capital.

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

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

e) cancel shares which, at the date of the passing of the resolution in

that behalf, have not been taken or agreed to be taken by any
person, and diminish the amount of its share capital by the amount
of the shares so cancelled

f) To issue and allot new shares.

g) To make any Rights Issue of shares.

h) To adopt any resolution to alter the Memorandum and Articles of

Association.

i) To invest or to join any company to invest in any other company.

j) To Issue Debentures.

k) To undertake or permit any merger, consolidation or reorganisation

of the Company.
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l) To decide on the declaration of dividends and appropriation of

profits according to provisions of Section 51 of the Companies Act,
2013.

m) Subject to the provisions of Section 186 of the Companies Act 2013,

to give to make any loan to any person or other body corporate or
give guarantee or provide security in connection with a loan made
by any other person to or to any other person by any body corporate.

55. The business of the Company shall be managed by the Board of Directors
who may pay all such expenses preliminary and incidental to the
promotion, formation, establishment and registration of the Company as
they think fit and may exercise all such power of the Company and do on
behalf of the Company all such acts as may be exercised or done by the
Company in general meeting and are not barred by statute or by these
Articles and are required to be exercised or done by the Company in
General Meeting, subject nevertheless to any regulations of the Articles,
to the provisions of the statute and to such regulations not being
inconsistent with aforesaid regulations or provisions as may be
prescribed by the Company in general meeting but no regulation made by
the Company general meeting shall invalidate any prior act of the
Directors which would have been valid if such regulations had not been
made.

56. The Board of Directors may from time to time, pay to the members such
interim dividends as appear to be justified from the profits of the
Company Subject to the provisions of Section 123 of Companies Act,
2013.

BORROWING POWERS

57. Subject to section 73-76 and 179 of the Companies Act 2013, and
Regulations made thereunder and Directions issued by the RBI the
directors may, from time to time, raise or borrow any sums of money for
and on behalf of the Company from the member companies or banks or
they may themselves advance money to the company on such interest or
no interest as may be approved by the Directors, without security or on
security.

58. The Directors may, from time to time, secure the payment of such money
in such manner and upon such terms and conditions in all respects as
they deem fit and in particular by the issue of bonds or debentures or by
pledge, mortgage, charge or any other security on all or any properties of
the Company (both present and future) including its uncalled capital for
the time being.
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59. Any debenture, bonds, or other securities may be issued at premium or

otherwise and with special privileges as to redemption, surrender,
drawing and allotment of shares of the Company and otherwise.

OPERATION OF BANK ACCOUNTS

60. The Directors shall have the power to open bank accounts, to sign
cheques on behalf of the Company and to operate all banking accounts of
the Company and to receive payments, make endorsements, draw and
accept negotiable instruments, hundies and bills or may authorise any
other person or persons to exercise such powers.

ACCOUNTS

61. (a) The Board shall, from time to time, determine whether and to
what extent and at what times and places and under what
conditions or regulations, the accounts and books of the
Company, or any of them, shall be open to the inspection of
members (not being Director).

(b) No members (not being Director) shall have any right of

inspecting any accounts or books or documents of the Company
except as conferred by law or authorised by the Board or by the
Company in General Meeting.

62. The Directors shall in all respect comply with the provisions of Section
128, 129, 133, 134, 137, 207of the companies Act, 2013, profit and Loss
Account, Balance Sheet and Auditors Report and every other document
required by law to be annexed or attached as the case may be, to the
Balance Sheet, to be sent to every member and debenture holder of the
Company and every trustee for the holders of the debentures issued by
the Company at least twenty one days before the date of Annual general
meeting of the Company at which they are to be laid, subject to the
provisions of section 136 of the Act.

AUDIT

63. (a) The first Auditor of the Company shall be appointed by the Board
of Directors within thirty days from the date of registration of the
Company and the Auditors so appointed shall hold office until the
conclusion of the first Annual General Meeting.

(b) The auditor shall be hold office from the conclusion of First
Annual General Meeting till conclusion of Sixth Annual General
Meeting

(c) The remuneration of the Auditor shall be fixed by the Company in

the Annual General Meeting or in such manner as the Company in
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the Annual General Meeting may determine. In case of an Auditor

appointed by the Board his remuneration shall be fixed by the
Board.

(d) The Board of Director may fill any casual vacancy in the office of
the auditor and where any such vacancy continues, the remaining
auditor, if any may act, but where such vacancy is caused by the
resignation of the auditors and vacancy shall be filled up by the
Company in General Meeting.

COMMON SEAL

64. (a) The Common Seal of the Company may be made of metal.

(b) The Board shall provide for the safe custody of the Company’s
Common Seal.

(c) The Seal shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a Committee of the
Board authorised by it in that behalf and except in the presence
of atleast one director who shall sign every instruments to which
the seal of the Company if so affixed.

SECRECY

65. Subject to the provisions of law of land and the act, every manager,
auditor trustee, member of a committee, officer servant, agent
accountant or other persons employed in the business of the company
shall, if so required by the Board of Directors before entering upon his
duties, sign, declaration, pledging himself to observe strict secrecy
respecting all transactions of the Company with its customers and the
state of account with individuals and in matters relating thereto and
shall by such declaration pledge himself, not to reveal any of the
matters which may come to his knowledge in the discharge of his
duties except when required to do so by the directors or by any court of
law and except so far as may be necessary in order to comply with any
of the provisions in these presents.

WINDING UP

66. Winding up when necessary will be done in accordance with the

requirements of the Companies Act, 2013 or statutory modification
thereto.

INDEMNITY

67. Subject to the provisions of Companies Act 2013, every Director,

Manager, Auditor, Secretary and other officers or servants of the
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Company shall be indemnified, out of the assets of the Company against

any bonafide liability incurred by him in defending any bonafide
proceedings, whether civil or criminal, in which judgment is given in his
favour or in which he is acquired or in connection with any application
under section 463 of the Companies Act 2013, in which relief is granted
to him by the Court.
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