ARTICLES OF ASSOCIATION

OF

DEVCON ADHESIVES PRIVATE LIMITED

I. INTRODUCTION

1. Name

The name of the Company is DEVCON ADHESIVES PRIVATE LIMITED.

2. Registered Office

The registered office of the Company shall be situated in the State of West Bengal.

3. Objects
o The objects for which the Company is established are as stated in the
Memorandum of Association of the Company.
4. Preliminary
o The regulations contained in these Articles of Association shall be observed by
the members of the Company and their representatives.

II. INTERPRETATION

1. Definitions

In these Articles, unless the context otherwise requires:

o "Act" means the Companies Act, 2013, and any statutory modification or re-
enactment thereof.
o "Articles" means these Articles of Association of the Company.
o "Board" means the Board of Directors of the Company.
o "Company" means Devcon Adhesives Private Limited.
o "Director" means a director of the Company.
o "Dividend" means a portion of the profits of the Company which is distributed to
its members.
o "Financial Year" means the period as defined in the Companies Act, 2013.
o "In writing" or "written" includes printing, lithography, photography, and other
modes of representing or reproducing words in a visible form.
o "Member" means a subscriber to the Memorandum of Association and every other
person who agrees in writing to become a member of the Company and whose
name is entered in the register of members.
o "Memorandum" means the Memorandum of Association of the Company.
o "Month" means a calendar month.
 o "Ordinary Resolution" means a resolution passed by a simple majority of
members present and voting at a general meeting.
o "Register of Members" means the register of members to be kept pursuant to
Section 88 of the Act.
o "Seal" means the common seal of the Company.
o "Share" means a unit of share capital of the Company.
o "Special Resolution" means a resolution passed by a majority of not less than
three-fourths of the members present and voting at a general meeting.
o "Year" means the calendar year.
2. Applicability of Act

The provisions of the Act shall apply to the Company, except where these Articles
expressly provide otherwise.

3. Model Articles

The regulations contained in Table 'F' in Schedule I to the Companies Act, 2013 shall not
apply to the company, except insofar as they are repeated or contained in these articles.

III. SHARE CAPITAL AND VARIATION OF RIGHTS

1. Authorized Share Capital

The authorized share capital of the Company shall be that stated in the Memorandum of
Association, and may be increased, reduced, or divided into different classes of shares, as
provided therein.

2. Issue of Shares
o Subject to the provisions of the Act, and any direction in that behalf that may be
given by the Company in a general meeting, the Board may allot or otherwise
dispose of the shares in the capital of the Company to such persons, on such terms
and conditions, and either at a premium or at par, as they think fit.
o The Company shall not allot any shares to the public.
3. Classes of Shares
o The Company may issue different classes of shares with preferential, deferred, or
other special rights, privileges, or conditions, subject to the provisions of the Act.
4. Variation of Rights

Subject to the provisions of the Act, all or any of the rights or privileges attached to any
class of shares may be varied, modified, or abrogated with the consent in writing of the
holders of three-fourths of the issued shares of that class, or with the sanction of a Special
Resolution passed at a separate general meeting of the holders of the shares of that class.

5. Share Certificates
o Every member shall be entitled, without payment, to one certificate for all the
shares of each class held by him/her.
 o If a share certificate is defaced, lost, or destroyed, it may be renewed on payment
of such fee, if any, on such terms as the Board may determine.
6. Transfer of Shares
o The right to transfer shares of the company shall be restricted.
o No share in the company shall be transferred except with the prior approval of the
Board of Directors.
o The Board of Directors may refuse to register the transfer of any share without
assigning any reason.
o The transferor shall be deemed to remain the holder of such share until the name
of the transferee is entered in the register of members.
7. Transmission of Shares
o In case of the death of a member, the survivor or survivors where the member was
a joint holder, and the legal heirs or legal representatives of the deceased member,
shall be the only persons recognized by the Company as having any title to his/her
interest in the shares.
8. Lien on Shares
o The company shall have a first and paramount lien on every share (not being a
fully paid share) for all monies (whether presently payable or not) called or
payable at a fixed time in respect of that share.
9. Calls on Shares
o The Board may, subject to the terms of allotment, make calls upon the members
in respect of any money unpaid on their shares.
o A call shall be deemed to have been made at the time when the resolution of the
Board authorizing the call was passed.
o If any member fails to pay any call or installment of a call on the day appointed
for payment, the Board may, until payment is made, charge the member interest at
such rate as the Board may determine, not exceeding the prevailing Prime
Lending Rate of State Bank of India.
10. Forfeiture of Shares
o If a member fails to pay any call or installment of a call on the day appointed for
payment, the Board may serve a notice on him/her requiring payment of the
unpaid amount, together with any interest that may have accrued.
o If the notice is not complied with within 30 days after the date of service of the
notice, the shares in respect of which the call was made may be forfeited by a
resolution of the Board.
11. Alteration of Capital

The Company may, from time to time, by Ordinary Resolution:

* increase the share capital by such sum to be divided into shares of such amount as the
resolution prescribes;
* consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares;
* sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
Memorandum of Association;
* cancel any shares which, at the date of the passing of the resolution, have not been taken or
agreed to be taken by any person.

IV. MANAGEMENT AND ADMINISTRATION

1. Board of Directors
o The Company shall have a Board of Directors consisting of not less than [Insert
Minimum Number] and not more than [Insert Maximum Number] directors.
2. Appointment of Directors
o The first directors of the Company shall be [Insert Names of First Directors].
o Subsequent directors shall be appointed by the members in a general meeting.
o The Board of Directors shall have the power to appoint additional directors,
provided that they shall hold office only until the next annual general meeting.
3. Qualification of Directors
o The qualification of a director shall be the holding of at least [Insert Number]
shares in the Company.
4. Vacation of Office of Director

The office of a director shall be vacated if:

ohe/she is disqualified by virtue of the provisions of the Act;

ohe/she resigns his/her office by a notice in writing to the Company;
ohe/she is removed from his/her office by an Ordinary Resolution of the Company;
ohe/she fails to attend three consecutive meetings of the Board of Directors without
obtaining leave of absence from the Board.
5. Powers of Directors
o The business of the Company shall be managed by the Board of Directors, who
may exercise all such powers of the Company as are not, by the Act or these
Articles, required to be exercised by the Company in a general meeting.
o The Board may delegate any of their powers to committees consisting of such
member or members of their body as they think fit.
6. Meetings of the Board
o The Board of Directors shall meet at least once in every [Insert Period], and at
least four times in every year.
o A meeting of the Board may be called by any director.
o The quorum for a meeting of the Board shall be [Insert Number] directors, or one-
third of the total number of directors, whichever is higher.
o Each director shall have one vote.
o The continuing directors may act notwithstanding any vacancy in their body.
7. Remuneration of Directors
o The remuneration of the directors shall be determined by the Company in a
general meeting.
o The directors may also be paid all traveling, hotel, and other expenses properly
incurred by them in attending and returning from meetings of the Board or any
 committee of the Board or general meetings of the Company or in connection
with the business of the Company.
8. Managing Director
o The Board may from time to time appoint one or more of their body to be a
managing director for such period and on such terms as they think fit, and may
revoke such appointment.
9. Company Secretary
o The Board shall appoint a Company Secretary who shall be responsible for
performing all the duties and functions as prescribed under the Act and rules.
10. Seal
o The Company shall have a common seal.
o The seal of the Company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board authorized
by it in that behalf, and except in the presence of at least two directors, who shall
sign every instrument to which the seal is affixed.

V. GENERAL MEETINGS

1. Annual General Meeting

o The Company shall hold a general meeting in each year as its Annual General
Meeting in addition to any other meetings in that year.
2. Extraordinary General Meeting
o The Board of Directors may, whenever they think fit, convene an Extraordinary
General Meeting.
o An Extraordinary General Meeting shall also be convened on the requisition of
members holding not less than one-tenth of the paid-up share capital of the
Company.
3. Notice of General Meetings
o At least [Insert Number] days' notice in writing shall be given to the members of
every general meeting.
o Every notice of a general meeting shall specify the place, date, and hour of the
meeting, and shall contain a statement of the business to be transacted at the
meeting.
4. Quorum for General Meetings
o The quorum for a general meeting shall be [Insert Number] members present in
person.
5. Voting
o Every member present in person shall have one vote on a show of hands.
o On a poll, every member shall have voting rights in proportion to his/her share of
the paid-up equity capital of the Company.
o A member may appoint another person as his/her proxy to attend and vote at a
general meeting.
6. Chairman of General Meetings
o The chairman of the Board of Directors shall preside as chairman at every general
meeting of the Company.
 o If there is no such chairman, or if he/she is not present within fifteen minutes of
the time appointed for holding the meeting, or is unwilling to act, the members
present shall elect one of their members to be the chairman of the meeting.
7. Postponement of meeting

The chairman of a general meeting may, with the consent of any meeting at which a
quorum is present, and shall if so directed by the meeting, adjourn the meeting from time
to time and from place to place, but no business shall be transacted at any adjourned
meeting that could not have been transacted at the meeting from which the adjournment
took place.

8. Special Resolution

A Special Resolution shall be required for the following matters:

o Alteration of the Memorandum of Association.

o Alteration of the Articles of Association.
o Reduction of share capital.
o Buyback of shares.
o Appointment of auditors in certain cases.
o Winding up of the company.
o Any other matter as prescribed under the Act.

VI. ACCOUNTS AND AUDIT

1. Books of Account
o The Board of Directors shall cause to be kept proper books of account in
accordance with the provisions of the Act.
2. Audit
o The accounts of the Company shall be audited by a duly qualified auditor
appointed by the members in a general meeting.
o The remuneration of the auditor shall be fixed by the Company in a general
meeting.
3. Inspection of Books
o The Board of Directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations the
accounts and books of the company or any of them shall be open to the inspection
of members not being directors.
o No member (not being a director) shall have any right of inspecting any account
or book or document of the company except as conferred by statute or authorized
by the Board of Directors or by the company in general meeting.
4. Circulation of Financial Statements
o A copy of the company's financial statements, including the balance sheet, profit
and loss account, and auditor's report, shall be sent to every member of the
company not less than twenty-one days before the date of the annual general
meeting.
VII. DIVIDENDS AND RESERVES

1. Declaration of Dividends
o The Company in a general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board of Directors.
2. Interim Dividends
o The Board of Directors may from time to time pay to the members such interim
dividends as in their judgment the profits of the Company justify.
3. Reserves
o The Board of Directors may, before recommending any dividend, set aside out of
the profits of the Company such sums as they think proper as a reserve or
reserves.
4. Payment of Dividends
o All dividends shall be paid to members in proportion to the paid-up amount of
their shares.
o Dividends may be paid in cash or by cheque or warrant sent through the post to
the registered address of each member entitled to it.
5. No Interest on Dividends
o No interest shall be payable by the Company on any dividend.

VIII. BORROWING POWERS

1. Borrowing Powers
o The Board of Directors may, from time to time, borrow, raise, or secure the
payment of any sum or sums of money for the purposes of the Company,
provided that the total amount outstanding at any time shall not, without the
consent of the Company in a general meeting, exceed the paid-up capital of the
Company.
2. Security
o The Board may secure the repayment of any money borrowed by mortgaging or
charging all or any part of the property of the Company.

IX. WINDING UP

1. Winding Up
o The Company may be wound up voluntarily by a Special Resolution.
2. Distribution of Assets
o In the event of the winding up of the Company, the surplus assets remaining after
payment of all debts and liabilities shall be distributed among the members in
proportion to the shares held by them.