MEMORANDUM OF ASSOCIATION

and
ARTICLES OF ASSOCIATION
of

SASIANAND SPINNING MILLS (INDIA) PRIVATE LIMITED

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9 ARRE SASI ANAND SPINNING MILLS INDIA Private Limited

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T T, R OARR D A i g A Q) g e B wriaeR F S P o 21

GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

Registrar of Companies, Tamil Nadu, Coimbatore

Fresh Certificate of Incorporation Consequent upon Change of Name on

Conversion to Private Limited Company
Corporate Identity Number : U17111TZ2004PTC011352
In the matter of M/s SASI ANAND SPINNING MILLS INDIA LIMITED

| hereby certify that SASI ANAND SPINNING MILLS INDIA LIMITED which was orlginally Incorporated on Twenty
Third day of September Two Thousand Four under the Companies Act, 1956 (No. 1 of 1956) as_SASI ANAND
SPINNING MILLS (INDIA) PRIVATE LIMITED and upon an application made for conversion into a Private Company
under Section 31(1) of the Companies Act, 1956; and approval of Central Government signified in writing having
been accorded thereto by the RoC-Coimbatore vide SRN B07647308 dated 25/03/211 the name of the said
company Is this day changed o SASI ANAND SPINNING MILLS INDIA Private Limited.
at Coimbatore this Twenty Fifth day of March Two Thousand Eleven.

(Dr.M.MANUNEETHI CHOLAN)
Pl WREER [ Reglstrar of Companles
: ey, BRETER
T Tamil Nadu, Coimbatore
A TR Praferd e 3 Iuers TR o e
Mailing Address as per record available in Registrar of Companies office:
SAS| ANAND SPINNING MILLS INDIA Private Limited
29 A, Thillai Nagar, Erode - 638001,
Tamil Nadu, INDIA
 MEMORANDUM
OF ASSOCIATION
OF
*SASI ANAND SPINNING MILLS (INDIA) PRIVATE LIMITED

1. The Name of the Company is *“SASI ANAND SPINNING MILLS (INDIA) PRIVATE
LIMITED” .

II. The Registered Office of the Company will be situated in the State of Tamilnadu.

11L. (A) The main objects to be pursued by the company on its Incorporation are :

To Purchase, prepare, spin, manufacture, bleach, dye, or in any other way to manipulate

wool, cotton yarn, silk, artificial silk, rayon and synthetic and other fibrous substances
and to deal in and sell wool, cotton, cotton yarn, silk, artificial silk,, rayon and synthetic

and other fibrous products and material and to carry on the trades or business of silk,
winding, spinners, dyers, finishers or merchants of silk wool, yarn cotton, or other fibrous
substances whether natural or artificial.

To buy, sell and deal in raw and finished cotton, wool jute, silk, artificial silk, mercerized

yarn and other fibrous substances and to prepare, spin, clean, press and pack the same and
sell the materials so manufactured.

To carry on the business of cotton spinners and doubles flax, hemp and jute and wool
merchants, wool combers, worsted spinners, woolen spinners, cotton ginners, yarn
merchants, worsted stuff manufactures, hosieries, manufactures of cotton bandings and

hospital requisites, bleachers or dyers and makers of vitriol bleaching and dyeing
materials and to purchase comb, prepare, spin dye, and deal in flax, hemp, jute, wool,

cotton, silk and artificial silk and other fibrous substances or otherwise manufacture, buy

and sell and deal in linen, artificial silk, mercerized yarn and cotton whether textiles,

felted or looped.

* *( The word “Private” has been inserted in the name of the company consequent to conversion of
the status of the company from “Public Limited” company to “Private Limited’ company, vide
special Resolution passed at the Extra Ordinary General Meeting held on 14th February, 2011).
 (B) Objects Incidental on ancillary to the attainment of the main objects are:

(1) To buy, contract for sell or send for sale raw cotton and their by-products, waste,
droppings, fly, silk wool, jute, hemp and other fibrous articles.
(2) To wash, clean, purify, scour, bleach, wiring, dry, iron, process, colour dye, disinfect,
renovate, raw cotton and their by-product.
(3) To purchase, take on lease or otherwise acquire lands,buildings, plants ‘machinery, tools
for the purposes aforesaid and to construct, erect and equipments, factorics, dwellings
and to work the same.
(4) To purchase or otherwise acquire, construct, improve maintain, alter, enlarge, pull down
and remove or replace, develop, work, manage, carry out or control any buildings,
offices, work-shops, mills, factories, plant, machinery, accessories, water works,
Teservoirs, gas, works, roads, electric power heat and light supply works,hotels,
clubs,restaurants, baths,places or worship, places of amusement, playground, parks,
gardens, reading rooms, stere shops, diaries and other works of conveniencies and to
contribute or otherwise assist or take part in the construction , maintenance, development,
working, control, and management thereof in connection with the main business of the
company .
(5) To extent the business of the company by adding to , altering or enlarging, all or any of
the buildings, mills, factories, premises and machinery for the time being the property or
in possession of the company also by erecting new or additional buildings on all or (any
of the compa’ny also by erecting new or additional buildings on all or) any of the lands for
the time being the property or in possession of the company and also by expanding from
time to time, such sums of money as may be necessary or expedient for the purpose of
improving, adding to, repairing or maintaining the building, machinery and property for
the time being of the company.
(6) To establish and to maintain in any agencies in any part of the world for the conduct of
the business of the company : or for the sale of any materials or things for the time being
at the disposal of the company for the sale ; and to advertise and adopt means of making )
known, all or any of the manufactured products or goods of the company, or any articles
or goods traded or dealt in by the company, in any way that may be thought
advisable,including the posting of bills in relation there to and the issue of circulars,
books, pamphlets and price lists and the conducting of competitions and the giving of
prizes, rewards and donations but not to any political partics.
(7) To exercise, develop, grant licenses in respect of sell or otherwise turn to account any
inventions,process letlers, patents, licenses, concessions, rights or privileges belonging to
the Company or which it may acquire,or any interest in the same; to apply for, take out

and register any patents or patents for any invention or inventions or obtain exclusive or
other privileges in respect of the same in any part of the world and to trade and deal in all
machinery, plant articles appliances and things by virtue of or in connection with any
such inventions, processes, letters, patent brevers D’ invention, licenses, concessions,

rights or privileges as aforesaid.

(8) To acquire any undertake the whole or any part of the business, goodwill and assets of
any person, firm or company carrying on or proposing to carry on any of the business,
which this company is authorized to carry on, and as a part of the consideration for such
acquisition, to undertake all or any of the liabilities of such person, firm or company, or
to acquire an interest in ,amalgamate with or enter into partnership or into any agreement

for sharing profits or co-operation or for limiting competition or for mutual assistance
with any such person, firm or company, and to give or accept by way of consideration,
for any of the acts or things aforesaid or property acquired any shares, debentures,
debenture-stock or securities that may agreed upon, and to hold and relation or sell,
mortgage deal with any shares, debentures,debenture-stock, or securities so received and

to conduct make or carry into effect any arrangements in regard to the winding up of the
business of any such person, firm or company.
(9) To acquire and hold shares in any other Company, and to pay for any properties, rights,
or privileges acquired by the company, either in shares of this company, or partly in cash
or otherwise and to give shares or stock of this company, in exchange for shares or stock
of any other company.
10. To incure with any person or company against losses, damages, risks and liabilities of
any kind which may affect the company either wholly or partially and if thought fit to

effect any such insurance by joining or becoming, members of any mutual insurance,

protection or indemnity association, federation or society and to accept any such

insurances or any part thereof for the account of the company.

11. To open current, fixed or other account with any bank or bankers, shroff or merchants

and to pay into and draw money from such accounts.

 12.To invest, out of the funds of the company in Govern
ment Promissory Notes, Debentures,
Corporation Securitics, Treasury Bills and Bonds and all
other investments which are
considered to be beneficial to the company and hold or sell the same.
13. To acquire and hold shares, stocks, debentures, debenture-st
ocks, bonds,obligations and
securities issued or guaranteed by any company constituted
or carrying on business in
India or elsewhere in the world and debentures, debentu
re-stock, bonds, obligations and
securities issued and guaranteed by any Government Sovere
ign Ruler, Commissioners,
Public Body or Authority, Supreme, Municipal, Local or
otherwise, whether in India or
Aboard.
14. To lend advance money or give credit to such persons, firms
or companies and on such
terms as may seem expedient, and in particulars to custom
ers and others having dealing
with the company and to give guarantee or become securit
y for any such person, firms or
companies.
15. To borrow or raise money or to receive money and
deposit, for the purpose of financing
the business of the company at interest or otherwise,
in such manner as the company shall
think fit and in particular by the creation or issue of bonds,
mortgages, debentures or
debenture-stock (Perpetual or otherwise) and to secure
repayments of any money
borrowed raised, or owing by mortgage charges or lien
upon of the whole or any part of
the company’s property of assets (Whether present or
future) including its uncalled
capital and also by a similar mortgage, charge or lien to
secure and guarantee the
performance by the company of any obligation or liability
it may undertake.
16. To issue debenture, debenture-stock, bonds, obligations
and securities of all kinds, and to
frame, constitute, and secure the same as may seem expedie
nt with full power to make
the same transferable by delivery or by instrument of transfe
r or otherwise , and either
perpetual or terminable , and either redeemable or otherwise and to
charge or to secure
that same by trust deed or otherwise on the undertaking of
the company or upon any
specific property and rights, present and future, of the compan
y (including its uncalled
capital or otherwise howsoever)
17. To guarantee the payment of the money and the performance of contracts and
engagements entered in to by the company or person and to
secure the payment of the
money and the performance of any contracts orengagements entered into by this or any -
other company or person,and to discharges any debts or
other obligations of or binding
upon this or any other company or person by a mortgage or charge
upon all or any part of
 the undertaking property and rights of the company (either present or future or both)
including its uncalled capital, or by the creation or issue of debentures, debentures-stock

or other securities or by any other means.

18. To draw, make , accept, endorse, discount, excute and issue cheques, promissory notes,
bills of exchange, bill of lading warrents, debenture and other transferable instruments.

19. To apply for, promote and obtain any Act of parliament, or legislature, provisional order,
or license of the Government or other Authority for enabling the company to carry out of
its objects into effects, or for effecting any modifications of the company’s constitution or

for any other purpose which may seem expedient , and to appose any proceedings or
application which may seem calculated directly or indirectly to prejudice the company’s

interests.
20. To enter into any arrangement with the any Government or authorities (Supreme,
Municipal, Local or Otherwise) or any Corporation, Companies or persons that may seem
conducive to the attainment of the company’s objects of any of them and obtain from any
such Government, Authority, Corporation, Company or any person, any charters,
contracts, decrees, rights, privileges and concessions which the company may think

desirable, and to carry out, exercise and comply with any such charters, decrees, rights,

privileges and concessions.

2L, To subscribe for, take purchase or otherwise acquire and hold shares of other interest or
securities of any other company having objects altogether or in part similar to those of
this company or carrying on any business capable of being carried on directly or
indirectly to benefits this Company.

22. To act as agents or brokers and as trustees for any person, firm or company and to
undertake and perform such contracts and also to act in any of the business of the
company, through or by means of agents, brokers, sub contractors, or others and to carry

on all kinds of agency business.

28% To remunerate any person firm or company rendering services to this Company either by
cash payment or by the allotment of him or them of shares or securities of the company,

credited as paid up in full or in part or otherwise, as may be thought expedient.

24. To pay all or any expenses incurred in connection with the promotion , formation and
incorporation of the company, or to contract with any person , firm or company to pay the
same and to pay commission to brokers and others for underwriting, placing, selling, or
 guaranteeing the subscription of any shares, debentures , debentur
e-stock or securities of
this company. '
25, To support and subscribe to any charitable or public object
and any instituion , society, or
club which may be for the benefit of the company or its employees, or may
be connected
with any town or place where the Company carries on business, to provide for the welfare
of the employees and the ex-employees of the company and the wives,
windows and
families of such person by building or by contributing to the building of chawls,
by grants
of money , pensions, allowances, bonus or other payments and from time
to time by
creating or provident and other funds and providing and subscribing towards schools,
places of instruction and recreations, hospitals, dispensaries, medicai and other
attendants
and other assistance as this company shall deem fit, and to form subscrib
e to or otherwise
aid benevolent, religious, scientific, national or other institutions or objects which
shall
have any moral or other claims to support or aid by the company by reason of the
loacality or its operation or otherwise and to give charity generally and to
subscribe or
contribute to any charitable , benevolent or useful object of a public characte
r but not to
any political parties,
26. To contribute funds for research work and to help other institutions engaged
in such
research works which are constructed to be beneficial to the objects of the company
.
27 To promote any other company for the purpose of acquiring the whole or
any part of the
business or property and undertaking any of the liabilities of this company, or
of
undertaking any business or operations which may appear likely to assist or
benefits this
company or to enhance the value of any property or business of the
company, and to
place or guarantee the placing of , underwrite, subscribe for or otherwise acquire
all or
any of the shares or securities of any such company aforesaid.
28. To take part in the formation, supervision of control, of the business or operatio
ns of any
company or undertaking, and for that purpose to appoint and remunerate any
Directors,
Accountants or other experts or agents.
29. To let on lease, sell or otherwise dispose off the whole or any part of the
business or
property of the company either together or in portions, for such consideration
as the
company may think fit and in particulars for shares, debentures, or securities of any
company purchasing the same.
 30. To distribute among the members of the company in kind any property of the company,
and in particular any sharcs, debentures or sccuritics of other companics belonging to this
company or of which this company may have (he power of disposing.

L. To take steps, if thought, fit for dissolving the company and to incorporate its members as
a new company for any of the objects specified in the Memorandum or for effecting any
other modification in the company’s constitution.
32 To do all or any of the above things as principals, agents, contractors, brokers or
otherwise and either alone or in conjunction with others and either by or thought agents.
33. Subjects to the provisions of the Companies Act, to indemnify members, officiers,
directors and servants of the company , against proceedings, costs, damages, claims, and
demands in respect of anything done or ordered to be done by them for and, in the

interest of the company for any loss, damages or misfortunes whatsoever which shall

happen in execution of the duties of their office or in relation thereto..

34, To institute, conduct, defend, compound or abandon any legal proceedings, by or against
the company or its officers or otherwise concerining the affairs of the company, to pay,
satisfy or compromise any claim made against the company which it may scem expedient
to pay, satisfy or compromise notwithstanding that the claim may not be valid in law.
35, To take or concur in taking all such steps and proceedings as may seem best calculated to
uphold and support the credit of the company and to obtain and justify public confidence,
and to avert or minimize financial disturbance which might affect the company.
' 36. To create any reserve fund, insurance fund or any other special fund whether for the
depreciation or for repairing, improving, extending, or maintaining any of the property of
the company or for any other purpose conducive to the interests of the company, and
make appropriations or transfer’s of same.
a7 To place, to reserve or to distribute as bonus among the members, or otherwise to apply
as the company may from time to time think fit,any moneys received by way of premium
on shares and on debentures issued at a premium by the company, and moneys received
in respect of dividends accured on forfeited shares.

(C) Others objects not included in (A) or (B) are :

1. To buy, sell, manufacture, deal in textile machinery, machinery parts, tools,

millstones, spare parts and accessories of all kinds.
 2. To undertake and carry on or acquirc any agency business and in particular to act as
agents of manufacturer,
)
3. To establish and run agricultural farm for the growing and developing of kappas &
cotton and undertakes research in such and allied matters.
4. To carry on the business of manufacture of all kinds of paper including craft paper &
card board and dealers in those products.
5. To cultivate all or any lands belonging to the company and to carry on the business
of
livestock breeding, poultry & dairy farming.

6. To manufacture, buy sell supply, distribute & deal in all kinds of textiles including

cloth, garments & apparel.

7. To carry on the business of estate owners, cultivators, planters & growers of tca,
coffee, cocoa, cardamom, pepper, geranium, eucalyptus, corn, paddy, cereals, cotton,
silk, vegetables, fruits etc ; and manufacturers of & dealers in agricultura
l,
horticultural and semicultural products, jams, juices & other preparations.
8. Acquire take over as a going concern any company or business and to amalgama
te
with any other company.
9. To promote any company for the purpose of acquiring all or any of the properties,

right & liabilities of the company.

10. To carry on business manufacturers, brokers, purchases, importers, exporters,
merchants and wholesale and retail dealers of and in all kinds of dyes, dyestuff,
chemicals, drugs, paints, varnishes, colours, industrial pharmaceuticdl and other
preparations, articles, compounds, ingredients and products and all materials and
things necessary or useful for dyeing, printing and bleaching factories.

1V. The liability of the Members is limited.

V. The Authorised Share Capital of the Company is Rs.6,00,00,000 (Six Crores Only)
60,000 Equity shares o fRs.1000/-(Rs.one thousand only).
(As amended by the Special Resolution passed at the Extra ordinary General Meeting held on 6" April, .2011)
We, the several persons, whose names, addresses are hereunder subscribed are desirous of being

formed into a company in pursuance of this Memorandum of Association and we are

respectively agree to take the number of shares in the capital of the company set opposite to
our respective names:

Name, Address, Description and No. of shares Signature

SLNo occupation of Subscribers
A Duraisamy,
i Sadayagoundenvalasu, 100 Sd/-
Pethampalayam-638116. (One Hundred)
(Business)

D.Rajalakshmi,
2 Sadayagoundenvalasu, 100 Sd/-
Pethampalayam-638116. (One Hundred)
(Business)

D.Sasi Kumar,
3. Sadayagoundenvalasu, 100 Sd/-
Pethampalayam-638116. (One Hundred)
(Business)

D.Anand, 100
4. Sadayagoundenvalasu, (One Hundred) | Sd/-
Pathampalayam-638116.
(Business)

Total 400

Date :20.09.2004
All the Signatories have written their name, address
Place: Erode. Numbers of share taken in their own handwriting.
All the subscribers are signed before me at Erode.

S.Mohammed Hasan
S/o. Syed Mohammed
11, Annaji Street,
Erode - 638001
CHARTERED ACCOUNTANT.
 [THE COMPANIES ACT, 1956]
COMPANY LIMITED BY SHARES

*ARTICLES OF ASSOCIATION
OF
* SASI ANAND SPINNING MILLS (INDIA) PRIVATE LIMITED

A new set of Articles of Association has been substituted in place of the existing Articles of Association,
consequent to conversion of “Public Limited” company “into “Privute Limited Company and the word
“Private” has been inserted in the name of the company vide special Resolution passed at the Extra
Ordinary General Meeting held on 14th February, 2011)

The marginal notes shall not affect the construction in these presents,
interpretation unless there be something in the subject or context
inconsistent therewith.

WORDS MEANING

a) The Company *SASI ANAND SFINNING MILLS (INDIA)

PRIVATE LIMITED

b) The Act The Companies Act, 1956 as amended from time

to time.-

¢) The Office The Registered Office of the Company.

d) Board The Board of Directors of the Company.

e) Seal The Common Seal of the Company.

f) These Presents These Articles of Association as amended from time to time.

g) Financial Year : The period in respect of which any Profit & loss
account of the company is laid before it.

h) Words imparting the singular number only, include the plural number
and vice versa. Persons include individuals, firms, Companies and other

10
 legal entitics. ~ Words imparting the masculine gender shall include the
feminine gender.

APPLICATION OF TABLE - A

2. In so far as the Articles of Association do not exclude or modify the Regulations

contained in Table A of the first Schedule in the Act, these Regulations shall, so far as
applicable to a Private Limited Company, be the regulations of the Company in the
same manner and to the same extent as if they were contained in duly registered
Articles.

GENERAL

- 8 No shareholder or other person, not being a Director shall be entitled to enter

the premises of the Company, orto inspect the Company’s property or the books or the

accounts of the company, except to the extent allowed by the Act and subject to such
reasonable restrictions as the company in general meeting or the Board may impose in

"this behalf from time to time, or require the discovery of any information respecting any
detail of the company’s trading or any matter which is or may be in the nature of a trade
secret, or of any matter what-so-ever which may relate to the conduct of the business of

the Company.

THE COMPANY

4. The Company is a Private Limited Company within the meaning of Section 3 (1)(iii) of
the Companies Act, 1956, and accordingly

(a) restricts the right to transfer its shares as hereinafter provided

(b) limits the number of its members to fifty not including-

(i) persons who are in the employment of the Company,

(ii) persons who having been formerly in the employment of the Company, were
members of the Company while in that employment and have continued to be
members after the employment ceased;

(c) prohibits any invitation to the public to subscribe for any shares
in, or debentures of, the Company;
 (d) prohibits any invitation or acceptance of deposits from persons other than its
members, directors or their relatives; 5
Provided that where two or more persons hold one or more shares in
a company
jointly, they shall, for the purposes of this definition, be treated as a single
member;
(e) The minimum paid up capital of the company shall be Rs.1,00,000/- (Rupees
one lac) or such higher amount as may be prescribed.

THE COMPANY TO BUY BACK ITS OWN SHARES.

5. The Company may buy its own shares pursuant tc Section 77A of the
Act,

CAPITAL

6. The Authorized Share Capital of the Company is as mentioned in the Clause V of the
Memorandum of Association of the company with power to increase and decrease the
capital of the company.

ALLOTMENT OF SHARES

7. The allotment of shares shall exclusively appertain to and be vested in Directors at

their absolute discretion, and shall be issued upon such terms and conditions and with
such rights and privileges annexed thereto as the Directors shall determine.

SHARES AND CERTIFICATES

8. a) The company shall cause to be kept a register and index of members in accordance
with the Companies Act.

b) The share in the capital shall be pre-numbered progressively according to their

denominations, and except in the manner herein before mentioned no shares shall
be sub-divided. Every forfeited or surrendered share shall continue to bear
the
number by which the same was originally distinguished.

<) Every share certificate shall be issued under the seal of the company, which shall
be affixed in the presence of two directors or persons acting on behalf of the
director under a duly registered power of attorney and the secretary or some other
person appointed by the board for the purpose and the two directors of
their
attorney shall sign the share certificate provided that if the composition of the
board permits of it, at least one of the above said two directors shall be a person
other than a managing or a whole time director. Particulars of every share

12
 cerlificate issued shall be entered in the Register of Members against the name of
the person, to whom it has been issued, indicating the date of issue.

d) If a share certificate is lost, mutilated or destroyed, a new certificate in lieu thereof

shall be issued only with the prior consent of the board on payment of
administration fee, as the board may from time to time fix.

) When a new share certificate has been issued in pursuance of clasue (d) of this
article, it shall state on the face of it that it is “Duplicate” issued in lieu of the
Share Certificate No..... The word ‘Duplicate” shall stamped or punched in bold
letters across the face of the Share Certificate.

ALTERATION OF CAPITAL

9. Subject to the provisions of section 95 of the Act the company may

by a resolution passed in general mecting -

a) increase its share capital by such amount and with such terms rights and
conditions as it thinks expedient by issuing new shares for a premium or for a
discount. R

b) consolidate and divide all or any of its share capital into shares of larger
amount than existing shares.
<) convert all or any of its fully paid-up shares into stock and re-convert that
stock into fully paid-up shares of any denomination.
4 sub-divide its shares or any of them into shares of smaller amount than is
fixed by the Memorandum so that in the sub-
division, the proportion between the amount paid and the amount, if any,
unpaid on such reduced share shall be same as it was in the case of the original
shares from which the reduced share is derived. ,

€) cancel shares which at the date of the passing of the resolution have not been
taken by any person and diminish the amount of its share capital by the
amount of the shares so cancelled.

REDUCTION OF SHARE CAPITAL.

10. Subject to the provision of Section 100 to 104 of the Act, the Company may by a special
resolution reduce its share capital in any way in particular, may

a) extinguish or reduce the liability on any of its shares in respect of the share
capital not paid-up or

b) either with or without extinguishing or reducing the liability of its shares

cancel any paid-up share capital which is lost; and
< either with or without extinguishing or reducing the liability on any shares
pay any paid up share capital which is in excess of the wants of the Company
and alter its Memorandum by reducing the amount of its share capital and its
shares accordingly.
 ISSUE OF NEW SHARE CERTIFICATES

11. If a Share Certificate is defaced, lost or destroyed it may be renewed cn payment of Two
Rupees and on such terms, if any, as to evidence and indemnity and reimbursing any
expenses incurred by Company in investigating evidence as the Directors think fit.
LIEN

12. The Company shall have a first and paramount lien for any moneys due from such
members to the Company towazds calls made on sharcs or any debts, liabilities due to
the Company solely or jointly with any other person whether the period for the payment
fulfilment or discharge thereof shall have actually become due or not.
a) on all shares registered in his name and

b) onall dividends and bonuses declared in respect of such shares.

RESTRICTIONS ON TRANSFER OF SHARES

13. Resolutions concerned with the transfer and transmission of shares can be passed only
by three fourth majorities for which meeting notice had been specifically sent to each
of the Directors giving clear fifteen days’ notice stating the names of the transferor,
transferee the number of shares involved and the consideration.

a) the Directors have absolute right to decide on the transfer and transmission of
shares. It could be communicated to parties within two months from the date of
receipt of the instrument of transfer.

b) the shares shall be offered first to the present members and only if the members
are not willing to buy then can be transferred to outside persons who are not
presently members.

14. No reason need be adduced for the refusal except in case the proposed transferee is
already a member of the Company.

FINANCIAL

15. The Company can advance money to the members to assist them to or pay the calls on
the shares of the Company or to purchase shares

FORFEITURE OF SHARES

NOTICE

16. If a member fails to pay any call or instalment of a call on the forfeiture day appointed
for payment thereof or within the extended time fixed thereof, the Board may at any
time thereafter serve a notice on him requiring payment together with any interest
which may have accrued.

17. The notice aforesaid shall

 a) name a further day (not less than 14 days from the date of notice) at which the
money is to be paid and
b) state that in the event of non-payment within the stipulated time the shares in
respect of which the same is owing will be liable to be forfeited.

18. If the payment is not made in compliance with the notice, the Board may forfeit the
shares. The forfeited shares may be sold or otherwise disposed of on such terms and in
such manners as the Board thinks fit. Until any share so forfeited shall be sold, re-
allotted the forfeiture thereof may at the discretion and a resolution of the Directors be
remitted as a matter of grace and not as of right on payment to the Company which was
owing thereon with interest up to the time of actual payment thereof and on any other
terms which the directors may deem reasonable.

MEETING OF SHARE HOLDERS

19. All general meetings other than the Annual General Meetings shall be
called Extra-ordinary General Meetings.

20. The Annual General Meeting shall be convened every year and not more
than 15 months shall lapse between the date of one Annual General
Meeting and that of the next.
21. Provided that the Company may hold its first Annual General Meeting
within a period of not more than 18 months from the date of its
incorporation.

22. Two members personally present shall be the quorum for any of the
meetings of the members.

23. Only a director can act as the Chairman for all the meetings of the Board and of the
Members. .

24. The Chairman may with the consent of any meeting and shall if so directed by the meeting
adjourn the meeting from time to time and from place to place.
25. No business shall be transacted at any adjourned meetings other than the business left
unfinished at the meetings from which the adjournment took place.
26. Notice of the adjourned meeting shall be given only when a meeting is adjourned for more
than thirty days. If quorum is not present in such meetings, the meeting shall stand
cancelled

27. Only 7 days’ Notice will be sufficient for convening any General meeting including
Annual General Meeting. Section 173 of the Act shall not be applicable to the Special
Businesses.
28. Subject to the provision of Section 169 of the Act the Directors may whenever they think
fit call Extra-ordinary General meeting and they shall do so upon a requisition in writing
of shareholders holding in the aggregate not less than 1/10th of the share capital and duly
qualified to voting at meetings.
 29. The requisition shall set out the matters to be considered at the meeting and shall be
signed by the requisitionists.

30. If the Board does not within 21 days from the date of the deposit of valid requisition
praceed to call a meeting to consider these matters the requisitionists themselves may
call the meeting,
31. In case of any equality of votcs on poll or otherwise the Chairman shall be entitled to a
second or casting vote.

VOTES OF SHARE HOLDERS

32. No shareholder shall be cntitled to vote on any resolution, either personally or by proxy at
any general meeting, or to be reckoned in a quorum, while any call or other sum in
respect of any of the shares of such member shall be due and payable to the company.

33. No one shall be entitled to attend, vote or speak at any meeting in respect of any share
that he has acquired by purchase or transmission unless the shares have been registered
in his/her name before the meeting at which he/she claims to attend, vote or speak.

34. Every share holder not disqualified by any of these clauses in the Articles shall be entitled
to be present, speak and vote at any meeting and shall have one vote at the show of
hands and one vote for every share at the poll.

35. If there be joint owners of a share the member whose name stands first on the register and
no other shall be entitled to speak and vote in respect of such share but the other or
others of the joint owners shall be entitled to be present through without speaking or
voting.

36. A member can appoint a proxy as per the provisions of the act.

37. An instrument appointing the proxy shall be in either of the forms in schedule IX to the
Act or a form as near thereto as circumstances permit.

DIRECTORS:

38. Unless otherwise determined by the Company in General Meeting, the number of
directors shall not be less than two and not more than twelve including nominee
directors, if any

39. The First Directors of the Compary are:

1. Mr A Duraisamy
2. Mrs D Rajalakshmi
3. Mr D Sasikumar
4. Mr D Anand

40. No director is required to hold any qualification share in the Company.

41. Except Whole Time Directors and nominee directors all other directors are liable to retire
by rotation.
 42. The Board may appoint from among themselves, Managing Director, Whole-time Directors
and remunerate them subject to the provisions of the Act.

43. Each Director other than the Managing Director/ Whole-time Directors receiving
remuneration, shall be paid, out of funds of the Company a sitting fee of such sum as
may be decided by the Board for each meeting of the Board or any Committee thereof
attended by him and any reasonable expenses incurred by him in attending such meeting
within the parameters allowed by the Act.
44. The Board may nominate any person to the Board as a Technical Director or otherwise and
fix his remuneration and the term of his office. Such nominated Director in the Board
shall not exceed five in number at any one time.
45. Directors are not barred from holding any Office of profit and remuneration on a monthly
basis or otherwise for services rendered otherwise than managerial services provided
such appointment is approved to by a special resolution in a general meeting.

46. The Board of Directors may meet for the dispatch of business, adjourn and otherwise
regulate its meeting as it thinks fit.

47. A director may, and the Secretary on the requisition of a Director shall, at any time,
summon a meeting of the Board.

48. Save as otherwise expressly provided in the Act or any of these clauses, questions arising
at any meeting of the Board shall be decided by a majority of votes. In case of an equality
of votes, the Chairman shall have a second or casting vote.

49. The Board may, subject to the provisions of the Act, delegate any of its powers to
committees consisting of such number of numbers of its body, the Managing Director,
Whole-time Directors as it thinks fit.

50. A Director may at any time give notice in writing of his willingness to resign, by
delivering such notice to the Board; and on the acceptance of his resignation by the
Board, and not before, his office shall be vacant.

b1, A Director can be removed from Office any time in accordance with the provisions of
the Act by passing a resolution by simple majority in a General Meeting. A special
notice stating the purpose of the meeting shall be sent to each of the members.

52, Every Director, Secretary, Agent and Bankers, Solicitor and other Officers and his heirs,
executors and administrators shall be indemnified by the Company from all losses and
expenses incurred by him respectively in or about the discharge of the duties diligently.

53. The Company is not prohibited from advancing loan to the Directors for the purchase of
its own Shares or to pay calls on the Shares of the Company held by them or for any
other purposes.
54. The Directors are permitted to enter into contracts with the Company for the sale,
purchase or for rendering services to the Company, provided each such contract is
approved to by the Board individually.

55. A Director may attend, take part in the discussions and vote in the meeting of the Board
in which a contract in which such Director is interested, is entered into by the Company;
 provided that the Director who is interested directly or indirectly in a contract, discloses
his interest in the contract before it is entered into.

56. Any finance corporation or bank, if and when such corporation or Bank so stipulates at the
time of rendering any financial assistance, be entitled to appoint not more than two
representatives as Directors of the Company. Such finance corporation or Bank may at
any time remove any such Director and appoint another Director in his place who
resigns or otherwise vacates his office. The Directors so appointed by the aforesaid
Corporation/Bank shall not retire by rotation.

57. If the officc of any Director appointed by the Company in General Meeting is vacated
before his term of office will expire in the normal course, the resulting casual vacancy
may be filled by the Board. Such a Director shall hold office only upto the date upto
which the Director in whose place he is appointed would have held office if he had not
vacated as aforesaid.

PROCEEDINGS OF DIRECTORS

58. The Directors shall meet together at least once in every three calendar months for the
disposal and dispatch of business, adjourn and otherwise regulate their meetings, and
proceedings as they think fit.
59. Unless otherwise determined, one-third of the total strength of the Directors (any
fraction contained in that one-third being included off as one) or two Directors
whichever is higher shall be a quorum.

60. Notice of forty-eight hours shall be given for every meeting. Questions arising at any
meeting shall be decided by a majority of votes and in case of equality of votes, the
Chairman shall have a second or casting vote. The Board can also decide that they shall
meet on a particular date/day every month and specify the place and time so that they
can dispense with the notices for each meeting,
61. A meeting of the Directors for the time being on which a quorum is present shall be
competent to exercise all or any of the authoritics, powers or discretions for the time
being vested in or exercisable by the Directors generally and under the regulations of
the Company.

62. The Directors if they deem it convenient may instead of or in addition to appointing
Managing Director/s select 2 Committee/s of Directors from amongst themselves to
manage the affairs of the Company. Such Committee/s’ functions rights duties,
obligations and remuneration shall be decided by the Board and rescinded and altered
from time to time. The Committee shall have the quorum of minimum two members.

All acts done by any such committee in conformity with such regulations shall have the
like force and effect as if done by the Directors.

63. T he meetings and proceedings of any such committee consisting of two or more members
shall be governed by the provision herein contained
for regulating the meetings and proceeding of the Directors so far as the same are
applicable hereto, and are not superseded by any regulations made by Directors, under
last proceedings clause of these presents.
64. All acts done by any meting of the Directors or by any person acting as a Director shall
notwithstanding any vacancy in the Board or Committee or that it shall afterwards be
discovered that there was some defect in the appointment of such Directors or persons
acting as aforesaid, or that they or any of them were disqualified be as valid as if no such
vacancy had occurred and every such person had been duly appointed and was qualified
to be a Director.

POWERS OF DIRECTORS

65. The control of the Company shall be vested in the Directors and the business of the
Company shall be managed by the Directors who, in addition to the powers and
authorities by these presents or otherwise expressly conferred upon them, may exercise
all such powers and to all such acts and things as may be excrcised or done by the
Company and are not hereby or by statute law expressly directed or required to be
exercised or done by the Company in General meeting but subject nevertheless to the
provisions of any statute law and of these presents and lo any regulations not being
inconsistent with these present from time to time made by the Company in General
meeting, provided that no regulation so made shall invalidate any prior act of the
Directors which would have been valid if such regulation had not been made.

66. The Directors shall duly comply with the provisions of the Companies Act, 1956, or any
statutory modifications there of for the time being in force in the exercise of their
powers.

67. In furtherance of and without prejudice to the general powers and

conferred by these articles, it is hereby expressly declared that it shall be lawful for the
Directors to carry out all or any of the objects set forth in the Memorandum of
Association and to do the following things which powers shall, except when by law or
by the nature of the subject matter required to be done by the Board of Directors of the
Company, be exercised, through the Managing Director/s.
(a) To commence and carry on- business where, in the judgment of Directors, a
sufficient number of shares shall have been subscribed for to justify them in
doing so.

(b) To appoint such Managers, Secretaries and Officers of permanent, temporary or

special services as they may from time to time think fit and to determine their
power and duties and fix their salaries and emoluments and to acquire security in
such instances and for such amounts as they think fit.

() To pay the costs, charges, and expenses preliminary and incidental to the
promotion, formation, establishments, and registration of the Company as they
think fit, including broker’s fees and brokerage on shares and subsequent to the
registration thereof, and the costs of advertising, printing, stationery, solicitors
charges, furniture and fittings of office and such other cost which the Directors
consider may be fairly deemed and treated as preliminary, and to place the same to
a separate account to be called the preliminary expenses account and to charge the
same on the profits of the Company or to Capital as the Directors may deem
expedient.
 (d) To purchase, take on lease or otherwise acquire for the Company or property,
rights or privileges which the Company is authorized to acquire, and on such
terms and conditions as they may think it, and
at their discretion to pay for any property, rights or privileges acquired by, or
services rendered to the Company, either wholly or partly, in cash or in shares or
in both, or in bonds, debentures, or other securities of the Company; and any such
shares may be issued either as fully paid-up or with such amount credited as paid-
up thereon as may be agreed upon, and any such bonds, debentures, debenture
stock or other securities may be either specifically charged upon all or any part of
the property of the Company, and its uncalled capital, or not so charged.

SECRECY
68. No member shall be entitled to visit to inspect the Company’s works with out the
permission of the directors or to require discovery of or any information respecting any
details of the Company’s trading or any matter which is or may be in the nature of a trade
secret, mystery of trade or secret process which may relate to the conduct of the business of
the company, and which in the opinion of the directors will be inexpedient in the interest
of the members of the company to communicate to the public.
COMMON SEAL

69. The Directors shall procure a seal to be made for the safe custody thereof. The Seal shall
not be affixed to any instrument except by the authority, given by the resolution of the
Board or a Committee of Directors. Every instrument or deed to which the seal is affixed
shall unless the same is executed by a duly constituted attorney of the company be signed
at least by one Director in whose presence the seal is so affixed provided however,
that share certificates shall be sealed in accordance with the provisions of the Companies
issue of shares certificates) Rules 1960 as in force from time to time.

WINDING UP

76. If the company shall be wound up and the assets available for distribution among the
members as such shall be insufficient to repay the whole of the paid up capital such assets
shall be distributed so that as nearly may be the losses shall be borne by the members in
proportion to the capital paid up or which ought to have been paid up at the
commencement of the winding up on the shares held by them respectively and if in a
winding upon the assets available for distribution among the members shall be more than
sufficient to repay the whole of the capital paid up at the commencement of the winding
up the excess shall be distributed amongst the members in proportion to the capital at the
commencement of the winding up paid up or which ought to have been paid up on the
shares held by them respectively. But this article is to be without prejudice the rights of
the holders of shares issued upon special terms and conditions.

If the company shall be wouhd up whether voluntarily or otherwise the

B

liquidators may with the sanction of a special resolution, divide among the
contributories in specie of kind, any part of the assets of the company and
may, with the like sanction vest any part of the assets of the contributories
or any of them as the liquidators, with the like sanction shall think fit.

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INDEMNITY

72. Every Director, Manager, Secretary or office of the company or any person
(whether an officer of the company or not) employed by the company and any
person appointed as Auditor shall be indemnified out of the funds of the Company
against all liability incurred by him as such Director, Manager, Secretary, Officer,
Employee or Auditor in defending any proceedings, whether civil or criminal in which
judgment is given in this favour or in 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

DIRECTORS’ AND OFFICERS’ LIABILITY

73. Subject to provisions of section 201 of the Act no director, manger or other officer of the
company shall be liable for the act, receipts, neglects of any other director or officer or for
joining in any receipts or other act for conformity or for any loss or expenses happening to
the company through the insufficiency or deficiency of title to any property acquired by
or of the directors, for and on behalf of the company or for the insufficiency or deficiency
of any security in or upon which any of the moneys of the company shall be invested or
for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person
with whom any moneys securities, or effects shall be deposited or for any loss occasioned
by an error of judgement or oversight on his part, or for any other loss, damages or
misfortunes whatever which shall happen in_the execution of the duties of this officer or
in relation thereto unless the same happens through his own dishonesty and/er wilful/
intentional misconduct.

Name, Address, Description and Occupation

SL.No of Subscribers Signature

A Duraisamy,
Sadayagoundenvalasu,
Pethampalayam-638116. Sd/-
(Business)

D.Rajalakshmi,
Sadayagoundenvalasu,
Pethampalayam-638116. Sd/-
(Business)

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3. D.Sasi Kumar,
Sadayagoundenvalasu,
Pethampalayam-638116. Sd/-
(Business)

4 D.Anand,
Sadayagoundenvalasu, Sd/-
Pathampalayam-638116.
(Business)
All the signatories have written their name, address numbers of shares taken in their own
handwriting.
All the subscribers are signed before me at Erode.
Date : 20.09.2004 Sd.
Place : Erode. S.Mohammed Hasan,
S/o. Syed Mohammed,
11,Annaji Street, Erode-1.
Chartered Accountant.

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