Incorporated

UNDER THE COMPANIES ACT 2013

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

HAMP ENTERPRISES PRIVATE LIMITED

I. The name of the company is HAMP ENTERPRISES PIVATE LIMITED.

II. The registered office of the company shall be situated in the city of Chennai in the
state of Tamil Nadu.
III. The objects for which this company is established are:-

(A) Main Objects of the Company to be pursued by the Company on its incorporation:-

1. To Carry on the business of broadcasting, telecasting, relaying, transmitting,

distributing, running, acquiring and distribution of Television programs, audio,
voice, Movies or software for entertainment through the Company’s own or hired
channels through internet subject to the rules and regulations prescribed by the
government for running an OTT Platform.
2. To carry on the business of developing, promoting, marketing, organizing and
managing artists and celebrity management national as well as international events,
product brands, corporate and business themes, evenings, launches, ideas, managing
public and media relations, press & publicity, concept designing and management
for promotion of products, building of brands through promotions and events for
corporate, other business and professional entities, institutions, other groups,
individuals of its own or in tie up or partnership with other agencies, service
providers including international agencies involved in providing similar type of
services and to promote, produce, organize and manage international and local music
events, to provide complete technical and infrastructure support, including staging,
lighting and sound for concerts, venue, on stage & back stage management, to do
creative integration of sponsor banding & innovative sponsor entitlements of events,
have coverage of live music events, television specials & music videos,
merchandising, procurement of governmental permission & licenses for events,
travel management, freight logistics & hospitality.
3. To install, operate, design, fabricate, purchase, sell, import, export, trade, engineer,
assemble, service, repair, exploit or deal in audio, video and/or computer generated
data signal broadcasting, data transfer, transmission, and or reception system/
networks or part thereof which may include ISP, Local Area Network (LAN), Wide
Area Network (WAN), satellite television channels, radio channels, entertainment
 channels in all languages, informative channels, educative channels, microwave
multichannel distribution system, fibre optic system, laser beam system, telephonic,
personal cellular system, Data Transfer , transmission/reception, Dissembles, by
utilising, using, subscribing, hiring, chartering, renting, leasing or in any other
manner exploiting satellite transponders, satellite transmission/reception, processing
of audio, video and data communication for information/educational/entertainment
and other purposes.
4. To conduct the business in and outside India ,of event management service on
variety of areas including corporate events (product launches, press conferences,
corporate meetings and conferences), marketing programs (road shows, grand
opening events), and special corporate hospitality events like concerts, award
ceremonies, film premieres, launch/release parties, fashion shows, commercial
events, private and personal events such as weddings, birth day celebrations and
such other events of like nature and to undertake, handle and carry on business in
India and abroad connected with events for different corporate, companies or
individuals which includes any happening such as organizing and management of
luxury events, government & private events, road shows including financial market,
expositions, seminars, fashion shows, concerts, lavish parties, conferences, social
events e.g. summer camp for children, game shows, fun events & theme e.g. Disney
theme, corporate golf tours, corporate family carnival, brand launches, brand
promotion and management, cultural events & celebrity management, award nights, 
entertainment shows, music shows, exhibitions, star nights, event management
shows, fashion shows, organizing fairs, expositions, meets, product launches,
concerts, gala dinners, Online promotion of events, social media advertisements,
concerts, live shows, parties and sale of tickets or simply bookings & reservations
and to acquire, purchase, sale, import or export, let on hire, install for that purposes
various things, equipments and systems viz. audio visual systems, exhibitions,
display panels and boards, conference kit and guides, and to provide support services
including venue decor and infrastructural support as providing venue booking, no
objection certificates and government permissions, sound and light arrangements,
fabrication of stalls, stage platforms, decorative items, transportation and labor or
any other device or systems to execute the said business.
5. To carry on the business of Online Broadcasting encompassing distribution,
relaying, transmission of signals including but not limited to TV, voice over Internet
Protocol, Video On Demand or any other services through cable within and outside
India by means of any system.

(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE

MAIN OBJECTS ARE:
1. To enter into agreements or to do all acts necessary to enter into partnerships or
into any arrangement or agreement or to take membership with any person,
agency, firm, association or body corporate in India or abroad to carry on the
business of Television Channel operation & management, content production,
news gathering & broadcasting of news and current affairs related programmes
 through television, radio, web, internet, broadband & also to carry on the business
of buying, selling, trading, & exporting programmes for television, satellite
television, cable television & radio programs and to establish links via satellites,
downlinks and uplinks, through TVRO’s, Reception systems and also to establish,
maintain, and manage Television and or Radio centers, studios for production of
serials and export thereof.
2. To enter into negotiations with foreign companies and other persons and acquire
by grant, purchase, lease, license or other terms, satellite transmission
arrangements and other rights and benefits and to obtain financial and/or technical
collaboration, technical information, know-how and expert advice on Television,
Media and Production of films and television programs.
3. To carry on the business as advertising and media agents, consultants and to
produce and procure advertising and other publicity and promotion materials in
furtherance of the main object of the Company.
4. To purchase, take on hire or otherwise acquire, Film and Television and Video
with the exhibiting, distributing and renting of the same and to sell, give on hire or
otherwise the films, talkies and the rights so acquired and the Company’s
production with their exhibiting, distributing and renting rights.
5. To erect, construct, purchase, take on lease or hire or otherwise acquire and
maintain, to carry on the business of films, production studios, laboratories,
cinemas, processing, picture places, halls, theatres, concert halls, lands, theatrical
companies, touring talkies and all other kinds of buildings necessary or required
for any of the business of the Company.
6. To make, purchase, take on lease or hire or otherwise acquire and deal in
cinematographic television and video films, cameras, lightning sets, sound
recording and sound machines, instruments, tools, apparatus, dresses, costumes,
furniture, furnishing and decorating material chemicals and all other machinery,
instruments, materials and things required for or in connection with any of the
business hereby authorized.
7. To import foreign films, television and video machinery, apparatus, cameras and
other cinematographic equipment and export Indian films to foreign countries.
8. To acquire, build, purchase, construct, take on lease or otherwise, acquire at any
place in any part of the country and abroad any theatre halls, musical halls, rooms,
any halls or place which will be dealt with, utilized for the purpose of carrying on
business of production, distribution of the feature films, documentary films,
cinematographic films, telefilms and any other audio-visual software.
9. To negotiate loans, underwriting contracts, mortgages, equity participation, cash
credits, overdraft and other financial facilities from banks, financial institutions,
government or semi government bodies and others or on behalf of companies,
firms, societies, associations and others.
10. To acquire by purchase, lease, rent or otherwise deal in lands, buildings and
hereditaments of any tenure or description and any interest therein and any rights
over or connected with lands so situated and to turn the same to account as may be
deemed expedient for the purpose of business of the Company.
11. To enter into contracts, agreements and arrangements with any other company,
licensees, persons, firms, trust, or any other party whether in India and abroad for
 the carrying out by such other company or party on behalf of the company of any
of the objects for which the company is founded.
12. To enter into contracts with Governments, whether local, provincial or central, in
the Union of India and abroad.
13. To pay out of the funds of the company all expenses which the company may
lawfully pay off, or incidental to the formation, registration of and advertising of or
raising money for the company and the issue of its capital including brokerage and
commissions for obtaining applications for placing or underwriting or procuring
the underwriting of shares, debentures or debenture-stock and to apply at the cost
of the company to any competent authority for the extension of the company's
powers.
14. To obtain any order or license of any Government or of any other authority of any
legislature for establishing the company to carry any 4 of its objects into effect or
for effecting any modification of the company's constitution or for any other
purpose which may seem expedient, and to oppose any proceedings or
applications, which may seem calculated to prejudice the company's interests.
15. To enter into any arrangements with any Government authorities, municipal, local
or otherwise or any persons or company that may seem conducive to the objects of
the company or any of them and to obtain from any such Government authority,
person or company any rights, privileges, charters, contracts, finance, licenses and
concessions including in particular rights in respect of railway, waterways, roads
and highways, which the company may think fit desirable and carry out, exercise
and comply therewith.
16. To form, constitute, promote, subsidize, organize and assist or aid in forming,
constituting, promoting, subsidizing, organizing and assisting or aiding any
company or companies, of all kinds for the purpose of acquiring all or any of the
property, rights and liabilities of this company, or for carrying on any business
which this company is authorized to carry on or to promote or advance the interest
of this company.
17. To employ experts to investigate and examine into the conditions, prospects, value,
character and circumstances of any business concern or undertaking and generally
of any assets, property or rights and to provide for their remuneration by payment
in cash or otherwise having similar objects.
18. To employ experts to investigate and examine characters and legality of dialogues
or storylines of productions carried out by the company.
19. To do the business or branch of a business, which this company is authorized to
carry on, by means, or through the agency of any subsidiary company or
companies, and to enter into any arrangement with such subsidiary company for
taking the profits and bearing the losses of any business or branch as carried on, or
for financing subsidiary company or guaranteeing its liabilities, or to make any
other arrangement which may seem desirable with reference to any time and either
temporarily or permanently to close any such branch or business.
20. To adopt such means of making to the public the business of this company and in
particular by giving prizes, awards and donations or advertising in the press by
circulars, by hoardings, posters, placards, publication of books, journals, banners
subject to the provisions of the Companies Act, 2013.
21. To establish agencies in India and abroad for sale and purchase and regulate and
discontinue the same for the business of the Company.
22. To nominate directors or managers of any subsidiary company in which this
company is or may be interested.
23. To send out to foreign countries Directors, Employees, in promoting the interest of
the company and to pay all the expenses incurred in this connection.
24. To take part in the management, supervision and control of the business or
operations of any company or undertaking.
25. For the purpose mentioned in the preceding clause, to appoint and remunerate any
directors, trustees, accountants or other experts or agents.
26. To purchase, take on lease or hire or otherwise acquire any movable or immovable
property and rights or privileges which the company may think necessary or
convenient for the purpose of its business and in particular, any vehicle, ship or
such other craft, any land, buildings, easements and stock-in-trade and either to
retain any property acquired for the purpose of the company's business or to turn
the same to account as may seem expedient.
27. To let, lease, sell, re-sell, part with transfer, purchase, mortgage, charge or
otherwise with the company's undertaking, buildings, or other property or any part
of thereof belonging to the company, or which may be deemed necessary or
convenient for the purpose of company's business or may be thought desirable.
28. To sell, lease, mortgage, grant licenses, easements and other rights over and in any
other manner deal with or dispose of the undertaking, property, assets, rights and
effects of the company, may think fit, and in particular, for shares, debentures or
securities of any of the company, to promote any other company or companies for
the purpose of its or their acquiring all or any of the property, rights or liabilities of
the company.
29. To amalgamate, enter into any partnership or acquire the whole or any part of the
business, property and liabilities of, or acquire any interest in the business or
undertaking of, or enter into partnership or any arrangement for sharing into
partnership or any arrangement for sharing profits or losses, or for any union of
interest, joint ownership, joint venture, franchisee arrangement whether domestic
or international, reciprocal concession or co-operation with any person, association
of persons, firm or company, carrying on or engaged in or about to carry on engage
in business or transaction, which the company is or may authorized to carry on for
mutual assistance, with any such person, association, firm or company and to form
subsidiaries and to own and hold the investments in the same.
30. To purchase, take on lease or license or, hire or otherwise any real and/or personal
property and any rights or privileges and advantages of any kind whatsoever which
the company may think necessary or convenient for the purpose of its business or
may enhance the value of any other property of the company and, in particular, any
land (freehold, leasehold, or other tenure), tenements, buildings, easements,
machinery, plant and stock-in-trade and on any such lands, to erect buildings, in
factories, sheds, godowns, or other structures for the works and purposes of the
company, and also for the residence and amenity of its employed staff and other
workmen and erect and install machinery and plant and other equipments deemed
necessary or convenient or profitable for the purpose of the company and either to
 retain any property to be acquired for the purpose of the company's business or to
re-sell, mortgage, let on lease and or otherwise deal with or to turn the same to
account as may seem expedient.
31. To establish or promote or concur in establishing or promoting any company or
companies having similar objects for the purpose of acquiring all or any of the
property, rights and liabilities of the company or for any other purpose and to place
or guarantee the placing of, underwrite, subscribe for or otherwise, acquire all or
any part of the shares, debentures or other securities of any such other company.
32. To enter into any arrangement with any state or the Union Government or
Authority, Municipal or Local authorities or other persons or firms or otherwise
that may seem conducive to the attainment of the company's objects or any of them
and to apply for and to obtain or to purchase or otherwise acquire from any such
Government, Municipal or Local authorities or other persons or firms all
monopolies, rights, concessions, licenses, grants, decrees, sanctions, powers and
privileges whatsoever which the company may think beneficial or desirable to
obtain and to carry out exercise and comply with any such arrangements, rights,
privileges and concessions for the benefit of this company.
33. To apply to promote and obtain any act, charter, privilege, concession, licenses
order or municipality provisional order or license or any authority for enabling the
company to carry any of its objects into effect, or for extending any of the powers
of the company or for effecting any modification of the company's constitution, or
for any other purpose which may seem expedient and to oppose any proceedings or
applications which may seem calculated, directly or indirectly, to prejudice the
company's interest.
34. To apply for, purchase or otherwise acquire, and protect and renew in any part of
the world, any patents, patent rights, brevet invention, trademarks, designs,
licenses, concessions and the like conferring any absolute exclusive, non-exclusive
or limited right to their use or any secret or other information as to any invention
which may seem capable of being used for any of the purpose of the company or
and to sue, exercise develop or grant licenses in respect of or otherwise turn to
account the property, rights or information so acquired and to expend money in
experimenting upon, testing or improving any such patents, inventions, rights or
information.
35. To become member of association or company or members of any chamber of
commerce or other body or association of business trade or industries.
36. To procure the recognition of the company in any country, state or place and to
apply for or join in applying to any parliament, government, local municipal or
other authority or body, India, British Common Wealth or foreign for any act, or
laws, decrees and concessions.
37. To refer, or agree to refer, any claim, demand, dispute or any other question, by or
against the company, or in which the company is interested or concerned, and
whether between the company and a member(s) or his or their representatives, or
between the company and third parties, to arbitration in India or at any place
outside India, and to observe and perform and to do all acts, deeds, matters and
things to carry out or enforce the awards.
38. To lend and advance money with or without security or to give credit to such
persons, firms, companies or corporations and on such terms as may seem
expedient and in particular, to customers and others having dealing with the
company.
39. To undertake and execute any trusts, the undertaking of which may seem to the
company desirable for the benefit of employees or former employees.
40. Subject to the provisions of the Companies Act, 2013, to distribute among the
members in specie, any property of the company, or any proceeds of sale or
disposal of any property of the company, in the event of winding up.
41. To insure the whole or any part of the property of the company, either fully or
partially, to protect and indemnify the company from liability or loss in any
respect, either fully or partially and also to insure and to protect thereof, either on
mutual principle or otherwise.
42. To carry out in India and abroad, all or any part of the company's objects as
principal, agents, carrier, broker, underwriter, insurer, factor, trustee, contractor, or
otherwise, either alone or in conjunction with any other person, firm, association,
corporate body, municipality, province, state or government or colony or
dependency thereof.
43. To exercise all or any of its corporate powers, rights and privileges and to conduct
its business in all or any of its branches in India and in any or all states, territories,
possessions, colonies and dependencies there and in any or all foreign countries,
and for the purpose to have and maintain and to discontinue such number of
offices and agencies therein as may be convenient.
44. To stand guarantors and be surety or answerable for the debts or defaults of any
person, firm or company arising on contracts for payment or repayment of moneys
or loans or the fulfillment of any obligation or performance by any such person,
firm or company, and to enter into contracts of indemnity or guarantee on such
terms and conditions as may seem necessary or expedient for effecting the same.
45. To create any depreciation fund, reserve fund, sinking fund, reserve fund,
insurance fund, equalization fund for dividend or any special or other fund,
whether for depreciation or for repairing, improving, extending, or maintaining any
of the property or properties of the company or for redemption of debenture or
redeemable preference shares or for any other purpose whatsoever conducive to
the interest of the company.
46. To furnish and provide deposits and guarantee any funds required in relation to any
tender or application for any contract, concession, decree, enactment, property or
privilege or in relation to the carrying out of any contract, concession, decree or
enactment subject to the provisions of Companies Act, 2013.
47. To own, establish, or have and maintain branches and agencies all over India and
abroad for serving its business.
48. To open, maintain, adjust, start or close account of all nature and description with
any Bank or Banks as may from time to time be thought fit and to operate upon
and pay into or withdraw money from such accounts and do all acts necessary for
the purpose or outside India.
49. To act as agents of any other person/s or any other company in the interests of the
company, with or without remuneration.
50. To mortgage and charge the whole or any part of the undertaking and all or part of
the movable and immovable property present or future and all or any part of the
uncalled capital for the time being of the company and to create issue at par or at
premium or discount or for such consideration as may be thought fit debentures,
mortgage debentures and debenture stock payable to bearer or otherwise and either
permanent or redeemable or repayable and collaterally or further, to secure any
securities of the company by a Trust Deed or other assurances.
51. To indemnify Officers, Directors, Promoters and Servants of the company against
proceedings, costs, damages, claims and demands in respect of anything done, or
ordered to be done, and in the interests of the company or for any loss or damage
or misfortune whatsoever which happens in execution of the duties of their office
or in relation thereto.
52. To open all kinds of Bank Accounts, and to operate the same.
53. To subscribe, contribute or guarantee money for any general or useful object or
funds or political parties or institutions and to aid pecunarily or otherwise any
association, body or movement having for an object the solution, settlement or
surmounting of industrial or labor problems or trouble or the promotion of industry
or trade.
54. To issue debentures, debenture-stock, bonds, obligations and securities of all kinds
and to frame, constitute and secure the same, as may seem expedient, with full
power to make the same transferable by delivery or by instrument of transfer or
otherwise and either perpetual or terminable and either redeemable or otherwise
and to charge or secure the same by trust deed of otherwise on the undertaking of
the company or upon any specific property and rights, present and future, of the
company including, if thought fit, uncalled capital or otherwise howsoever.
55. To invest and deal with moneys and funds belonging or entrusted to the company,
not immediately required in land, buildings, bullion, commodities, shares,
debentures, articles, goods, negotiable instruments, advances against ships, vessels,
vehicles, air crafts or such other crafts or any movable or immovable property or
rights, government, municipal and other bonds and securities and in such other
investment and in such manner as may from time to time be determined and to
vary such investments and transactions and to lend moneys on such terms with or
without security as may seem expedient and in particular to customers and other
having dealings with the company and to guarantee the performance of contracts
by any such persons.
56. To let any portion of any premises for residential, trade or business purposes or
other private or public purposes and to collect rents and income and to supply to
tenants and occupiers and others, refreshments, clubs, public halls, massagers,
lights, waiting rooms, reading rooms, meeting rooms, libraries, laundry
conveniences, electric conveniences, garages and other amenities.
57. To insure or guarantee the payment of advances, credits, bills of exchange and
other commercial obligations or commitments of every description as well as the
fulfillment of contracts and other trading and commercial transactions of every
description, whether at home or abroad and to indemnify any person against the
same and to guarantee the payment of money secured by or payable under or in
respect of any debentures, debenture stock, bond, mortgage, charge, security,
 contracts or obligations of any persons or corporation or any authority, supreme,
municipal, local or otherwise.
58. To undertake any advisory, clerical or similar work for the business of the
Company.
59. To undertake and execute any trust or to do any trust activities and act as trustees
or settlers, the undertaking of which may be beneficial to the Company, either
gratuitously or otherwise and to vest any real or personal property rights or
interests acquired by or belonging to the Company in any person, firm or Company
or authority on behalf of or for the benefit of the Company.
60. To do all or any of the above things that may be thought conducive to the
attainment of the above objectives or any of them in any part of the world, and as
principals, agents, contractors, trustees, or otherwise, and by or through trustees,
agents or otherwise and either along or in conjunction with others

IV. The liability of the members is limited.

V. The Authorised Share Capital of the Company is Rs. 112,55,00,000 (Rupees One
Hundred Twelve Crore Fifty Five Lakhs Only) divided into 6,50,00,000 (Six Crore
Fifty Lakhs) Equity shares of Rs. 10/- (Rupees Ten Only) each aggregating to Rs.
65,00,00,000 (Rupees Sixty Five Crore Only) and 4,75,50,000 (Four Crore Seventy
Five Lakhs Fifty Thousand) Preference Shares of Rs. 10/- (Rupees Ten Only) each
aggregating to Rs. 47,55,00,000 (Rupees Forty Seven Crore Fifty Five Lakhs Only)
with the power to increase or decrease the capital of the Company and to divide the
shares in capital for the time being into other classes and to attach thereto respectively
such preferential, rights, privileges, conditions or restrictions as may be determined
by or in accordance with the Articles of Association of the Company for the time
being and to vary, modify or abrogate any such rights, privileges, conditions or
restrictions in such manner as may be permitted by the Act or Articles of Association
of the Company for the time being.
 S.No. Name, Address, Description Number of Signature Signature of Witness and
and Occupation of each Equity Shares of his Name, Address,
subscriber taken by each Subscribers Description and
subscriber Occupation
1. Ms.Aiswarya Kameswaran Witness for Subscribers 1,
D/o.:Mr.R.Kameswaran 5000 Sd/- 2, 3, 4 & 5
Add: No.43,Arun Flats, (Five Thousand)
Seshchalam Street, Saidapet, Sd/-
Ch-600015
Occu: Advocate 1. Mr. R.Kameswaran
S/o.: Mr.Ramamoorthi.
2. Ms. V.Madhulika Add: No.43,Arun Flats,
D/o.: Mr. Murali 5000 Sd/- Seshchalam Street,
Add: 1st Cross Street, Shenoy (Five Thousand) Saidapet, Ch-600015
Nagar, Ch- 600025. Occu: Senior Bank
Occu: Advocate Manager, IOB.

3. Ms.G.R.S.S.Poojitha
D/o.: Mr. Gunturu 5000 2. Mrs. Divya Bharathi
Narasimharao (Five Thousand) Sd/- W/o.: Mr. Kamal Prakash
Add: Ayatana Villa, T.P.T Add: Prestige
Colony, Vishakapatnam- Appartments, Porur, Ch-
530013 600037
Occu: Advocate Occu: Data Analyst, Tide
Companies.
4. Mr. Adithya Kameswaran
S/o.: Mr.R.Kameswaran 5000 3. Mr.Sri Harsha
Add: No.43,Arun Flats, (Five Thousand) Sd/- S/o.: Mr. Suresh Babu.
Seshchalam Street, Saidapet, Add: Tata Homes,
Ch-600015 Kelambakkam, Ch-
Occu: Sound Engineer 600121
Occu: Advocate.
5. Mr.Kamal Prakash
S/o. Mr. Prakash 5000
Add: Prestige Appartments, (Five Thousand) Sd/-
Porur, Ch-600037
Occu: Film Director & editor
We the several persons, whose names, addresses and descriptions are hereunder subscribed, are
desirous of being formed into a Company in pursuance of this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the Company :
TOTAL 25000 (Twenty Five Thousand)
Place: Chennai
Date: 12/09/2020 (Twelfth of September, Two Thousand Twenty)

ARTICLES OF ASSOCIATION
OF
HAMP PRIVATE LIMITED
(A PRIVATE COMPANY LIMITED BY SHARES)

TABLE 'F' APPLIES#

1. #Subject to hereinafter provided, the Regulations contained in Table 'F' of Schedule I to the
Companies Act, 2013 shall apply to this Company in so far as they are applicable to a Private
Company, limited by Shares, which is not a subsidiary of a public company.
2. #The notified provisions of the Companies Act, 2013 and the Rules made there under to the
extent of applicability, shall apply for management of the Company, where it is not expressly
provided in this Articles of Association or in accordance with the provisions of the
Companies Act, 2013.

COMPANY TO BE A PRIVATE COMPANY

3. #The Company is a Private Company within the meaning of Section 2(68) of the Companies
Act, 2013 and having minimum paid-up capital of Rupees One Lakh or such higher paid-up
capital as may be prescribed accordingly:

a. The right to transfer shares of the Company is restricted;

b. The number of members of the Company (Exclusive of (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 have
continued to be members after the employment ceased) shall be limited to Two Hundred Provided
that for the purpose of this article, where two or more persons hold one or more Shares in the
Company jointly they shall be treated as a single member;
c. Any invitation to the public to subscribe for any securities of the Company is prohibited.

Capital and Shares

4. The Authorised share capital of the Company shall be such amount as may from time to time be
authorised by the Memorandum of Association. The company has power from time to time to increase
or reduce its capital and divide the shares in the capital for the time being into several classes and to
attach thereto respectively such as preferential, deferred, qualified or special rights, privileges or
conditions as may be determined by or in accordance with the provisions of the Companies Act 1956.
5. The shares shall be under the control of the Board of Directors who may allot or otherwise dispose of
the same to such persons on such terms and conditions and either at a premium or at par, or at a
discount and on such terms and for such consideration as the Board of Directors think fit or reject an
application without assigning any reason.

Restriction on transfer of shares

6. A share may be transferred by a member or other person entitled to transfer to any person chosen by
the transferor at any consideration, subject to the approval of Board of Directors of the Company.

Fixation of Fair Value of Shares

7. In case any difference arises, to the price at which the proposing transferor desires the Shares to be
transferred, the Auditor of the company who shall in this respect be deemed to be acting as a valuer
and Expert and not as an Arbitrator or in any other capacity, shall on application of either party, certify,
in writing the sum which in his opinion, is the fair value of the Share and such sum, shall be deemed to
be the fair value for the purpose of these Articles.

Buy back of Shares

8. The Company shall be entitled to purchase its own ordinary equity shares and/or any specific class of
equity shares having differential rights or other securities subject to such limits upon such terms and
conditions and subject to such approvals as required under section 77A and other applicable provisions
of the Companies Act 1956 & the rules and regulations made there under.

Nomination facility:
9. Every holder of shares, or holder of debentures of the Company may, at any time, nominate, in the
prescribed manner, a person to whom his shares in or debentures of the Company shall rest in the
event of his death.

10. Where the shares in or debentures of the Company are held by more than one person jointly, the joint
holders may together nominate, in the prescribed manner a person to whom all the rights in the shares
or debentures of the Company shall rest in the event of death of all the joint holders.

11. Notwithstanding any thing contained in any other law for the time being in force or in any disposition,
whether testamentary or otherwise, in respect of such shares in or debentures of the Company, where
a nomination made in the prescribed manner purports to confer on any person the right to vest the
shares in or debentures of the Company, the nominee shall, on the death of the shareholder or
debentures holder of the Company or as the case may be on the death of the joint holders become
entitled to all the rights in the shares or Debentures of the Company or as the case may be all the joint
holders, in relation to such shares in or debentures of the Company to the exclusion of all the other
persons, unless the nomination is varied or cancelled in the prescribed manner.
12. Where the nominee is a minor it shall be lawful for the holder of shares or debentures, to make the
nomination and to appoint , in the prescribed manner any person to become entitled to shares in or
debentures of the Company in the event of his death in the event of minority.

13. Any person who becomes a nominee by virtue of the provisions of Section 109 A, upon the production
of such evidence as may be required by the Board and subject as hereinafter provided, elect either:
a. To be registered himself as holder of the shares or debentures as the case may be or to make
such transfer of the share or debenture as the case may be, as the deceased shareholder or
debenture holder, as the case may be, could have made.
b. If the person being a nominee, so becoming entitled, elects to be registered as holder of the share
or debenture, himself, as the case may be, he shall deliver or send to the Company a Notice in
writing signed by him stating that he so elects and such notice shall be accompanied with a Death
Certificate of the deceased share holder or debenture holder as the case may be.

14. All the limitations, restrictions and provisions of this Act, relating to the right to transfer and registration
of transfers of shares or debentures shall be applicable to any such notice or transfer as aforesaid as if
the death of the member had not occurred and the notice or transfer where a transfer signed by that
share holder or debenture holder, as the case may be.

15. A person being a nominee, becoming entitled to a share or debenture by reason of the death of the
holder shall be entitled to the same dividends and other advantages to which he would be entitled if he
were the registered holder of the share or debenture, except that he shall not, before being registered a
member in respect of his share of debenture, be entitled in respect of it to exercise any right conferred
by membership in relation to the meetings of the company.

16. Provided that the Board may, at any time, give notice requiring any such person to elect either to be
registered himself or to transfer the share or debenture and if the notice is not complied with within 90
days, the Board may thereafter withhold payments of all dividends, bonus, or other monies payable in
respect of the share or debenture, until the requirements of the notice have been complied with.

Power to vary Rights of the Members in General Meeting

17. The Company in general meeting, may make and from time to time vary rules as to the mode in which
any Shares issued by the company, as to their rights in regard to the purchase thereof and in particular,
may give any members a preferential right to purchase the same until otherwise determined and every
such Share shall be offered to the member in such order as the Directors may think fit.

Gift Transfer or Transmission to Relative

18. A shareholder may, by way of gift or without any pecuniary consideration, transfer anyShare in the
Capital of the Company to the wife or husband of such member or to any issue, parents, grand-
children, brother or sister, nephew or niece of such member or the wife or husband or any person
standing in such relationship to the transferring member may subject to the restriction set forth in
articles hereof be transferred by his executor or administrators to any person to whom such deceased
member may have specially bequeathed the same, such person standing in one or the following
relationship to such deceased member namely, widow or widower, child, parent, grand-child, brother,
sister, nephew or niece of such deceased member or the wife or husband of any person standing in
any such relationship to the deceased member.
Dematerialisation Of Securities:
19. Definitions for this purposes of this article are as follows :
a. “DEPOSITORIES ACT” means the Depository Act, 1996, including any statutory modifications or re-
enactment thereof for the time being in force.

b. “DEPOSITORY” means a company formed and registered under the Companies Act, 1956 and which
has been granted a certificate of registration under the securities and Exchange Board of India Act,
1992.

c. “SEBI” means the Securities and Exchange Board of India.

d. “SECURITY” means such security as may be specified by the securities and exchange Board of India
from time to time.

e. “MEMBER” means the duly registered holder from time to time of the shares of the Company and
includes every person whose name is entered as beneficial owner in the records of the depository.

f. “PARTICIPANT” means a person registered as such under Section 12 (1A) of the Securities and
exchange Board of India Act, 1992.

g. “REGISTERED OWNER” means a depository whose name is entered as such in the records of the
Company.

h. “BENEFIFICAL OWNER” means a person whose name is recorded as such with a depository.

i. ”RECORD” includes the records maintained in the form of books or stored in a computer or in such
other form as may be determined by the regulations issued by the Securities and Exchange Board of
India in relation to the Depositories Act,1996.

j. “BYE- LAWS” means Bye- laws made by a Depository under section 26 of the Depositories Act, 1996.

k. Words imparting the singular number only included the plural number and vice versa.

l. Words imparting persons include corporations.

m. Words and expressions used and not defined in the Companies Act, 1956 but defined in the
Depositories Act, 1996 shall have the same meaning respectively assigned to them in that Act.

20. Company to recognize interest in dematerialized securities under the Depositories Act, 1996.

21. Either the Company or the investor may exercise an option to issue, De-link, hold the securities
(including shares) with a Depository in Electronic Form and the certificates in respect thereof shall be
Dematerialized, in which event the rights and obligations of the parties concerned and matters
connected therewith or incidental thereto shall be governed by the provisions of the Depositories Act,
1996 as amended from time to time or any statutory modification(s) thereto or re-enactment thereof.
22. Notwithstanding anything to the contrary or inconsistent contained in these articles, the Company shall
be entitled to Dematerialize its existing securities , re-materialize its securities held in Depositories
and /or offer its fresh securities in the De-materialized form pursuant to the Depositories Act, 1996 and
the rules framed there under, if any.

23. Every person subscribing to or holding securities of the Company shall have the option to receive the
security certificates or hold securities with a Depository. Where a person opts to hold a security with the
Depository, the Company shall intimate such Depository the details of allotment of the security and on
receipt of such information, the Depository shall enter in its record the name of the allotees as the
beneficial owner of that security.

24. All securities held by a Depository shall be Dematerialized and held in Electronic Form. No certificate
shall be issued for the securities held by the Depository. Nothing contained in sections 153, 153A,
153B, 187B, 187C, and 372 of the Act, shall apply to a Depository in respect of the securities held by it
on behalf of the beneficial owners.

25. Except as ordered by the Court of competent jurisdiction or by law required, the Company shall be
entitled to treat the person whose name appears on the register of members as the holders of any
share or whose name appears as the beneficial owner of the shares in the records of the Depository,
as the absolute owner thereof and accordingly shall not be bound to recognise any benami, Trust,
Equity, Equitable contingent, future, partial interest, other claim to or interest in respect of such shares
or (except only as by these Articles otherwise expressly provided ) any right in respect of a share other
than an absolute right thereto in accordance with these Articles, on the part of any other person
whether or not it has expressed or implied notice thereof, but the Board shall at their sole discretion
register any share in the joint names of any two or more persons or the survivor or survivors of them.

26. Notwithstanding anything to the contrary contained in the Act, of these Articles, a Depository shall be
deemed to be the registered owner for the purpose of effecting transfer of ownership of Security on
behalf of the beneficial owner.

27. Save as otherwise provided above, the Depository as the registered owner of the securities shall not
have any voting rights or any other rights in respect of the securities held by it.

28. Every person holding Securities of the Company and whose name is entered as a beneficial owner in
the records of the Depository shall be deemed to be a member of the Company. The beneficial owner
of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of
his securities, which are held by a Depository.

29. The Company shall cause to be kept a Register and Index of members with details of shares and
Debentures held in material and Dematerialized forms in any media as may be permitted by law
including any form of electronic media.

30. The Register and Index of beneficial owners maintained by a Depository under the Depositories Act,
1996 shall be deemed to be a Register and Index of members for the purposes of this Act. The
 Company shall have power to keep in any state or country outside India a Branch Register of Members
resident in that State or Country.

31. Upon receipt of certificate of securities on surrender by a person who has entered into an agreement
with the Depository through a participant, the Company shall cancel such certificates and shall
substitute in its record the name of the depository as the registered owner in respect of the said
securities and shall also inform the Depository accordingly.

32. Notwithstanding anything contained in the Act, or these Articles, to the contrary, where securities are
held in a depository, the record of the beneficial ownership may be served by such depository on the
Company by means of hard copies or through Electronic mode or by delivery of floppies or discs.

33. Where the securities are dealt with in a Depository, the Company shall intimate the details of allotment
of relevant securities to the Depository on allotment of such securities.

34. The Company shall keep a Register of Transfers and shall have recorded therein fairly and distinctly
particulars of every transfer or transmission of any share held in material form. Nothing contained in
these Articles shall apply to transfer of securities held in depository.

35. The shares in the capital shall be numbered progressively according to their several denomination,
provided, however that the provisions relating to progressive numbering shall not apply to the share of
the Company which are Dematerialized form. Except in the manner provided under the Articles, no
share shall be sub-divided. Every forfeited or surrendered share shall be held in material form shall
continue to bear the number by which the same was originally distinguished.

36. Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls,
lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to
shares held in Depository so far as they apply to shares held in physical form subject to the provisions
of Depository Act, 1996.

37. Every Depository shall furnish to the Company information about the transfer of securities in the name
of the beneficial owner at such intervals and in such manner as may be specified by the By-laws and
the Company in that behalf.

38. If a beneficial owner seeks to opt out of a Depository in respect of any security, he shall inform the
Depository accordingly. The Depository shall on receipt of such information make appropriate entries in
its records and shall inform the Company. The Company shall within 30 (Thirty) days of the receipt of
intimation from a Depository and on fulfilment of such conditions and on payment of such fees as may
be specified by the regulations, issue the certificate of securities to the beneficial owner or the
transferee, as the case may be.

39. Provisions of this Article will have full effect and force not withstanding anything to the contrary or in
consistent contained in any other Articles of these presents.
Director's Right to Refuse to Register Transfer
40. The Directors may refuse to register any transfer of Shares.
a. When the share is not fully paid up; or
b. When the Company has lien on the Share; or
c. Where the Directors are of opinion that the proposed transferee (not being already
member) is not a desirable person to admit membership; or

41. Where the result of such registration would be to make the members exceed the limits set out in Article
3 above.
General Meetings
42. All General Meeting of the Company may be convened by giving not less than 3 days notice in writing.
Where all the members entitled to vote give their consent, the meeting can be called and held on
shorter notice.
43. The provisions of Section 171 to 175 and 181 to 186 of the Companies Act, 1956 shall not apply to this
Company.

Quorum
44. Two members present in person shall constitute a quorum for any General meeting.

Proxy
45. Subject to Section 176 of the Act votes may be given either personally or by proxy or by agent under a
duly executed power of attorney. The proxy need not be a member of the Company.

46. The instrument appointing a proxy and every power of attorney or other authority (if any) under which it
is signed or notarized certified copy of that power or authority shall be deposited at the registered office
of the company before the time of holding the meeting at which the person named in such instrument
proposes to vote and in default the instrument of proxy shall not be treated as valid.

Body Corporate member to appoint representative at General Meetings

47. A body Corporate, whether a Company within the meaning of the Act, or not which is a member of this
Company may, by a resolution of its directors authorize such person as it thinks fit to act as its
representative at any meeting of the Company and a person so authorised shall be entitled to exercise
the same power on behalf of the Company which he represents as if he is an individual shareholder of
the Company.

Chairman of General Meetings

48. The Chairman of the Board shall be entitled to take the Chair at every General meeting. If there be no
such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time
appointed for holding such meeting or is unwilling to act, the members present shall choose another
Director as chairman and if no Director present or if all Directors present decline to take the Chair, then
the members present shall on a show of hands or on a poll if properly demanded, elect one of their
number being a member entitled to vote to be the Chairman.

How Question to be Decided

49. Every question submitted to a meeting shall be decided in the first instance by a show of hands and in
the case of an equality of votes, both on a show of hands and on poll, the Chairman of the meeting
shall have a casting vote in addition to the vote which he may be entitled to as a member.
Directors
50. The Company shall have a Board of Directors consisting of a maximum of twelve (12) members.

51. The first Directors of the Company are:

1.Ms. Aiswarya Kameswaran
2.Ms. V. Madhulika

52. The Board shall have power at any time and from time to time to appoint a person as Director,
provided the number of Directors shall not at any time exceed maximum strength fixed as per Article
50.

53. The Board shall have power to appoint an Alternate Director to act for a Director, during his absence
for a period of not less than three months from the State in which meetings of the Board are ordinarily
held.

Share Qualification of Directors

54. No share qualification is necessary for an individual for being appointed as a Director of the Company.

Right of Lenders to Appoint Directors

55. If and when the company arranges to get substantial share capital of the company taken up by any
recognized financial or industrial development corporation and if in terms of agreement for such
financial help the appointment of their representatives as directors of the company is required their
representatives shall accordingly be appointed as directors. The directors so appointed shall not be
liable to retirement by rotation and shall not be required to hold qualification shares.

Director's Sitting Fees and Expenses

56. Each Director shall be paid out of the funds of the Company as Sitting Fees such sum as permitted
under the Act and as may be determined by the Board of Directors from time to time, for every meeting
of the Directors / Committee of Directors at which he shall be present in person, besides traveling,
hotel and other expenses.

Special Remuneration to Directors

57. Subject to the provisions of Section 314 of the Act and rules made there under, if any Director shall be
appointed to advice the Company as an expert or be called upon to perform extra service or to make
special exertion for any purpose Company, may pay to such Director with special remuneration as they
think fit which remuneration may be in the form of either salary, commission or a lump sum and may be
in addition to the remuneration specified in the last preceding Article.

Director's Quorum for Meeting

58. The meeting of the Directors shall be convened by the Chairman or Managing Director or any other
person authorised by the Board on their behalf as and when considered necessary and shall be held at
such time and place as may be fixed such notice.
59. The quorum for a meeting of the Board of directors of the Company shall be one-third of its total
strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever
is higher.

Chairman
60. The Chairman of the Company shall be elected by the Board of Directors at each meeting
or for such period as the Board of Directors may determine from time to time taking into
consideration the progress of the Company.

Retirement of directors
61. None of the directors including first directors as per Article 30, shall be liable to be retired by rotation

Resolution by circular
62. Subject to the provisions of Section 289 of the Act a resolution passed without any meeting of
Directors, or of a committee of Directors appointed under these Articles and evidenced by writing under
the hands of all Directors or members of such committee as aforesaid, for the time being in India, be as
valid and effectual as a resolution duly passed at a meeting of the Directors or of such committee
called and held in accordance with the provisions of these Articles. Provided that the resolution has
been circulated in draft together with the necessary papers, if any, to such Director, or members of the
Committee then in India (not being less in number than the quorum fixed for a meeting of the Board or
the Committee as the case may be) and to all other Directors or member at their usual addresses in
India and has been approved by such Directors as are then in India or by majority of such of
them as are entitled to vote on the resolution.

Appointment of Managing Directors /Whole-Time Directors

63. The Board of Directors may appoint one or more among their body as Managing Director/s, Whole time
Directors and with other designations such as Presidents, Chief Executive Office, Chief Financial
Officer, on such terms and upon such remuneration as may be fixed by the Board, and may vest in
such Director/s such of their powers hereby vested in the Directors generally as they think fit
exercisable for such period of or periods and upon such terms and conditions and subject to such
restrictions as they think fit. The remuneration of such Directors may be by way of salary, perquisites or
commission or participation in profits or in any or all of these modes.

Powers of Managing Directors/Whole Time Director

64. Subject to supervision, control and directors of the Board the Managing Director/Whole Time Director
shall be responsible for the general direction and management of the Company.

General Power of the Company Vested in the Board

65. Subject to the provisions of the Act, the control of the Company shall be vested in the Board who shall
be entitled to exercise all such powers and do all such acts and things as the Company is authorised to
exercise and do, provided that the Board shall not exercise any power or do any act or thing which is
directly required whether by the Act or any other statute or by the Memorandum of Association of the
Company or by these Articles or otherwise, to be exercised or done by the act or thing the Board shall
 be subject to the provisions in the behalf contained in the Act or any other statute or in the
Memorandum of the Company or in these Articles, or in any regulations not inconsistent there with and
duly made there under including regulations made by the Company in general meeting shall not
invalidate any prior act of the board which would have been valid if that regulation had not been made.
66. The Board of Directors shall be empower ed to give loans, Guarantees and Corporate. Guarantees in
the interest of the company from time to time which are not prejudicial to the interest of the company.

Borrowing Powers
67. Subject to the provisions of Section 292 of the Companies Act, 1956, 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,
Companies and Banks or Financial Institutions or from any one or more directors or their relatives on
such interest as may be approved by the Board of Directors.

Conditions on which Money may be Borrowed

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
bonds of the Company or by mortgage or charge on all or any part of the property of the Company.

Accounts
69. The Board of Directors shall cause proper books of account to be kept showing receipts
and expenses, sales and purchases and the assets and liabilities of the Company and
otherwise comply with the provisions of the Companies Act, 1956.

Audit
70. The provisions of the Companies Act, 1956, in regard to audit and the appointment of auditors shall be
observed.

Interim Dividend
71. Whenever in their opinion prospects of the Company permit, the Board of Directors may, at their
discretion declare and pay interim dividend. The clause is subject to the provisions of the Companies
Act, 1956.

Dividend
72. No larger dividend shall be declared than is recommended by the Board of Directors.

Bonus Shares
73. The Company in General Meeting may upon the recommendation of the Board, resolve to capitalize
any part of the amount for the time being standing to the credit of Company's Reserve Account or to
the credit of the Profit and Loss Account or otherwise available for distribution to be issued as fully paid
Bonus Shares in paying up any unissued Shares of the Company to be allotted to and amongst the
shareholders who are entitled thereto, if distributed by way of dividend in the same proportion.

Interest out of Capital:

74. Where any shares are issued for the purpose of raising money to defray the expenses of the
construction of any works or buildings or the provision of any plant which cannot be made profitable for
 a lengthy period, the company may pay interest on so much of that share capital as is for the time
being paid up , for the period and subject to the conditions and restrictions provided by section 208 of
the Act and may charge the same to capital as part of the cost of construction of the works or buildings
or the provision of the plant.

Seal
75. #The Board shall provide for the safe custody of the seal. The Common seal shall not be affixed to any
instrument except by the authority of a resolution of the Board or a Committee of Directors previously
given and in the presence of any one Director or Secretary or any other person authorised by the
Board, who shall sign every such instrument to which the seal has been so affixed, provided
nevertheless that any instrument bearing the seal of the Company and issued for valuable
consideration shall be binding on the Company not withstanding any irregularity touching the authority
of the Director to issue the same.

Secrecy
76. No member shall be entitled to inspect the Company's books without the permission of the Managing
Director or require discovery of any information with respect to any details of the Company's trading or
any matter which is or may be in the nature of trade secret, secret process or trade mystery, which may
relate to the conduct of the business of the Company and which in the opinion of Managing Director, it
will not be expedient in the interest of the member of the Company to disclose or communicate to the
public.

Winding up
77. 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 specialresolution and other
sanction required by the Act, 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 where on 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 Act, all or any of the
assets of the Company amongst its members in specie or kind as will be thought fit.

Indemnity
78. Subject to the provisions of the Act, every Director, Secretary, Managing Director, Manager or Officer
of the Company or any person (whether an officer of the Company or not) employed by the Company
as auditor shall be indemnified out of the funds of the Company against all liability incurred by him as
such Director, Manager, Officer or Auditor in defending himself against any proceedings whether civil
or criminal in which judgment given in his favour or on which he is acquitted or in connection with any
application under section 633 of the Act, in which relief is granted to him by the court. This clause is
subject to Section 201, of the Companies Act, 1956.

General Authority
79. Whenever in the Companies Act, 1956 it has been provided that the Company shall have any right
privilege, or authority or that the Company cannot carry out any transactions, unless the Company is so
authorised by its Articles, then and in that case, this Article hereby, authorizes and empowers the
 Company to have such right, privilege or authority and to carry out such transactions as have been
permitted by the Companies Act, 1956.”

S.No. Name, Address, Description Number of Signature Signature of Witness and

and Occupation of each Equity Shares of his Name, Address,
subscriber taken by each Subscribers Description and
subscriber Occupation
1. Ms.Aiswarya Kameswaran Witness for Subscribers 1,
D/o.:Mr.R.Kameswaran 5000 Sd/- 2, 3, 4 & 5
Add: No.43,Arun Flats, (Five Thousand)
Seshchalam Street, Saidapet, Sd/-
Ch-600015
Occu: Advocate 4. Mr. R.Kameswaran
S/o.: Mr.Ramamoorthi.
2. Ms. V.Madhulika Add: No.43,Arun Flats,
D/o.: Mr. Murali 5000 Sd/- Seshchalam Street,
Add: 1st Cross Street, Shenoy (Five Thousand) Saidapet, Ch-600015
Nagar, Ch- 600025. Occu: Senior Bank
Occu: Advocate Manager, IOB.

3. Ms.G.R.S.S.Poojitha
D/o.: Mr. Gunturu 5000 5. Mrs. Divya Bharathi
Narasimharao (Five Thousand) Sd/- W/o.: Mr. Kamal Prakash
Add: Ayatana Villa, T.P.T Add: Prestige
Colony, Vishakapatnam- Appartments, Porur, Ch-
530013 600037
Occu: Advocate Occu: Data Analyst, Tide
Companies.
4. Mr. Adithya Kameswaran
S/o.: Mr.R.Kameswaran 5000 6. Mr.Sri Harsha
Add: No.43,Arun Flats, (Five Thousand) Sd/- S/o.: Mr. Suresh Babu.
Seshchalam Street, Saidapet, Add: Tata Homes,
Ch-600015 Kelambakkam, Ch-
Occu: Sound Engineer 600121
 Occu: Advocate.
5. Mr.Kamal Prakash
S/o. Mr. Prakash 5000
Add: Prestige Appartments, (Five Thousand) Sd/-
Porur, Ch-600037
Occu: Film Director & editor