INCORPORTATED UNDER THE COMPANIES ACT,

1956
(1 OF 1956)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
BADHE TECH SOLUTIONS PRIVATE LIMITED

I. The name of the company is BADHE TECH SOLUTIONS PRIVATE

LIMITED
II. The Registered Office of the Company will be situated in the state of
Andhra Pradesh.
III. The objects for which the Company is established are:
A. The main objects to be perused by the Company on its incorporation are:

1. To carry on the business of manufacturing, installing, importing,

exporting, repairing, distributing and dealing in professional and
consumer audio products.

2. To render consultancy and professional guidance which are direct,

incidental or ancillary to afore mentioned objects.

3. To install and build recording and mastering studios and to provide all
necessary services and products that facilitate all the afore mentioned
objects.

4. To render Managerial Services, Accounting Services and Consulting

Services with Domestic & International.

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B. THE OBJECTS INCIDENTAL OR ANCILIARY TO THE ATTAINMENT OF ABOVE
MAIN OBJECTS ARE:

1. To develop and turn to account any lands acquired by the Company or in

which the Company is interested in particular, by laying out and
preparing the same for building purposes, constructing, altering, pulling,
down decorating, maintain furnishing, fitting up and improving buildings
and by planting, paying, draining, framing cultivating and letting
buildings on lease or other agreement in connection with the main
objects of the Company.

2. To acquire in India or elsewhere by purchase, lease, otherwise for the

purpose of the Company any movable or immovable property, rights,
privileges including any land, buildings, rights of way, documents,
licences, concessions and privileges, patent, rights, trade marks,
machinery, rolling stock, plant, utensils, accessories and stock-in-trade.

3. Subject to the provisions of Section 58 of the Companies act and the

Directive of Reserve Bank of India to receive money on deposit with
interest or otherwise and to lend money with or without security to such
persons, firm or company on such terms as may seem expedient and in
particular to customers and others having dealings with the Company
land to guarantee the performances of contracts by any such person,
firm or company but not do any banking business as defined in the
Banking Regulations Act, 1949.

4. Subject to Section 77 of the Companies Act of 1959 to invest and deal

with the moneys of the Company not immediately required upon such
securities and in such manner as may from time to time be determined.

5. To Purchase or otherwise acquire and undertake the whole or any part of

the business, property, rights, liabilities of any person, firm or company
carrying on any business which the company is authorised to carry on, or
possessed of property or rights suitable for any part of the purposes of
the company and to purchase, acquire, sell and deal in property, shares
stock of such persons, firms or company and to conduct make or carry

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 into effect any arrangements in regard to the business of any such
person, firm or company.
6. To enter into any partnership or into any arrangements for sharing
profits, co-operation, amalgamations, union of the interest, joint
adventure, reciprocal concession or otherwise with any person, firm or
company carrying on or engaged in or at out to carry on or engaged in
any business or transactions which this company is authorised to carry
on or engaged in any business or transactions which this company
authorised to carry on or engage in any business undertaking or
transaction which may seem capable of being carried on or conducted so
as directly or indirectly to benefit the company and to lend money to
guarantee the contractors of or otherwise assist any such person, firm or
company and to place, subscribe for or otherwise acquire and hold share
or securities of any such person, firm or company and to sell hold reissue
with or without guarantee or otherwise deal with the same.

7. To open one or more accounts of any kind with any bank or banks and to
draw, accept make and or discount and negotiate promissory notes, bills
of exchange with business of company.

8. To incur debts for the conduct of any business of the Company and to
purchase or hire goods, materials or machinery on credit or otherwise
for any business of the Company.

9. To borrow or raise money at interest or otherwise in such manner as the

Company may think fit (without doing banking business within the
meaning of banking regulations act, 1949) and in particular by issue of
debentures stock, perpetual or otherwise , including debentures or
debenture stock convertible into shares of this company or perpetual
annuities and security of any such money so borrowed , raised or
received, to mortgage, pledge charge the whole or any part of the
property, assets or revenue of the company, present or future, including
its uncalled capital by special assignment or otherwise or to transfer or
convey the same absolutely or in trust and to give the lender powers of
sales and other powers as may seem expedient and to purchase, redeem
or pay of any such securities.

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10.To sell or any other manner deal with or dispose of the undertaking of
property of the company, or any part thereof for such consideration as
the Company may think fit and in particular of shares, debentures and
other securities of any other company having objects altogether or in
part similar to those of this company.

11. To create any depreciation Fund, Reserve Fund, Sinking Fund, or any
other special fund whether for depreciation or for repairing improving or
maintaining any of the property of the company or for any other purpose
conductive to the interest s of the company.

12. To improve, manage, work, develop, lease, mortgage, abandon or

otherwise, deal with, all or any of the property, rights and connections of
the Company.

13. To provide for the welfare of the Directors and Employees of Ex-
Directors and Ex-Employees of the company and wives, widows and
families or the dependents or connections of such personable building of
contribution to the building of houses, dwelling, chawls, by grants of
money, persons, allowances, bonus, or other payments or by creating
and from time to time to subscribe or contributing to provident or other
associations, institutions, funds or trusts and by providing or subscribing
or contributing towards places of instruction and recreation, hospitals
and other assistance as the company shall think fit and to subscribe or
contribute or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national or other institutions and
objects which shall have any moral or other claim to the support or aid
the company either by reason of locality of operation or public and
general utility or otherwise.

14. To place, to reserve or to distribute as dividends or bonus among the

members or otherwise to apply, as the company may from time to time
think fit, any moneys accrued in respect of dividends on forfeited shares
and moneys arising from the sale by the company of forfeited shares or
from unclaimed dividends.

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15. To distribute any of the property of the Company among the members
in specimen or kind on the company being wound up.

16.To adopt such means of making known the products or business carried
on by the company as may seem expedient, and in particular by
advertising in the press, by circulars or purchase of exhibition of works of
art and interest, and publication of books and periodicals and by granting
prizes, awards and donations subject to the provisions of the Companies
Act, 1956.

17. To do all or any of the above things in any part of the World and alone or
in conjunction with others.

18. To amalgamate with any other company or companies having objects

altogether or in part similar to those of this company.

C. THE OTHER OBJECTS FOR WHICH THE COMPANY IS ESTABLISED ARE:

1. To buy, sell, import, export and otherwise deal in appliances, apparatus,

gadgets, equipment’s, tolls machinery, charts, graphs and other allied
things required by industrial and Business concerns educational
charitable institutions, laboratories, clinic, universities, bank and
insurance companies and organizations of all kind and to other bodies,
Government, Private and Quasi Government.

2. To produce, finance, distribute, sell, import and export and otherwise

deal in educational and cultural forms, audio visual equipment’s and
allied things.

3. To assist industrial concerns in all forms in relation to their imports and

exports.

4. To act as manufacturers representatives and agent representing other

manufactures of Engineering products, machines, machine tool
accessories, both indigenous and imported.

5. The liability of the members is limited.

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 6. The share capital of the Company is Rs.12,00,000/-
(Rupees Twelve lakhs Only) dividend in to 12,000 shares of Rs.100/-
(Rupees Hundred Only) each.

We, the several persons, whose name and address are subscribed and
desirous of being formed into a company in pursuance of the memorandum of
Association and respectively agree to take the number of shares in the capital
of the Company set opposite our respective names.

Sl.No. Signature, Name, No. of Signature, Name Address and

Address & Description Equity description of witness.
or subscribers Shares
taken by
each
subscriber
K.S.MAHAVEVAN
1 286, Road No.8,
10
Nehrunagar West,
Secunderabad

B.R.MAHESH
S/O.B.S. Ratnam,
Charted Accountant,
6-3-788/36 & 37/A,
2 R.B. Shankar Rao
Near Durganagar Colony,
Plot No.64/2, 10
Ameerpet, Hyderabad – 500 016
New Nallakunta,
Hyderabad – 500 044

Total Equity Shares taken : 20

***

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