ARTICLES OF ASSOCIATION

OF

SUBHADRA INDUSTRIES PRIVATE LIMITED

(A PRIVATE -COMPANY l-lM ITED-BY -sHnnes;

PRELIMINARY

Tgble 'A' to applv in some cases

1.

The regulations contained in Table'A'in Schedule lof the Companies Act, 1956, shall apply tr: this Company to the extent to which they are not modified, varied, amended or altered by the Articles.

nterpretation The marginal notes hereto shall not,affect the bonstruction hereof and in these presents, unless thereby.,something in the subiect or context is inconsistent
therewith.

2"

The Gompanv

"The Company" or "This Comnany" means "SL;hlHA.'rrtA INDUSTRIES PRIVATE

LIMITED.''

The Act
"The Act" means the Companies Act, 1956 or any modification, re-enactmentthereof for t!-le tin're being irr force

The Directors
"The Directorsjl megn ihe Directors for time being the Company.

The Dividend
"Dividend" includes bonus shares.

Smrglng

0F*inr

I.he.glftice
,,The Office"

means

iFre

registered office for the time being of the Company.

In writinqlwrittqr!

"ln writing" or "written" means and includes wor-ds reproduced in any mode in a visll,,le form.

Li':r-re

rtthoQr?phed, represented or

Sinqular number
Words importing the singular number include, where the context admits or requires, the plural number and vice versa.

Gender
Words importing the masculine gender also include the feminine gender and vice versa.

Persons
Such words importing persons include Firms, Corporations and Companies.

Subject to as rrforesaid, any word, expression define<i il, 'ha Act eXcept those the subject or context fonbids, bears thesarne meaning a:; irr -- Articles.
GONSTITUTION OF THE COMPANY

Companv to be_?.Privqle Companv

3.

The Company is established as a Private Company with a limited liability within the mearring of section 3(lxiii) of the Act and shall have a minimum paid up capital of orie lakh rupees or such higher paid up capital as may be prescribed
and

accordingly,

(i) (ii)

No invitation shall be issued to the public to subscribe for any shares,

debenture stock of the Company.

The number of members of the Company (Exclusive of persons in the

employment of the Company and of persons who, having been formerly in the employrnent of the Company weri ;: :mbers, while in that employment and have continued to f-.: r0t ,iiers after their employment ceased) shall be l;i,rited to S0(fifty), pro,'iCec that for tht-r purpose of this provision, when two or more persons jointly hold one or more shares in the Company they shall be treated as a single member, and

{iii) (iv)

The right to the transfer of share in the Company is restricted in the

manner and to the extent herein after appearing.

No invitation or acceptance of deposits shall be made from persons other than its members, directors. or their relatives.

Managing 0irectof

Stl.tr3 SS $_egrtal and 4

"

The autirt:'i'ized Share Capital of the Company is Rs. 1,00,00,000/-(Rupees One crore onii'i divided into 1,00,000 (One lakh) equity shares of Rs.100/- (Rupees One hundred only) each with power to increase or reduce the capital of the Company and Jo divide the shares in the capital for the time being to different classes and'to attach thereto respectively srrch preferential rights, privileges or conditions as may be determined by or in accordance with these Articles and to Vary, modify or abrogate such rights, privileges _o_Lconditions, in_such manner as may for the time being be determined by the Board of Directors.

Share under Control of Board

5.

(a) Subject to the provisions of the Act, 1956 applicable to this Company and to the provisions of these Articles, the shares in the capital of the Company for the time being, shall be under the control of the Directors who may allot or othenruise dispose off the same or any of them to such persons in such proportion and on such terms and conditions and (subject to compliance with the provisions of Section 78 and 79 of the Act) either at a premium, at par or at a discount and on such terms as they may from time to time think fit and with full power to give to any persdn, the option to sell any share to be allotted to him, either at a premium, during such tinie and for such consideration as the Directors think fit and may also ailot and issue shares in the capital of the Company in payment 0r part payment'for any property sold and transferred or for service to the company for the conduct of the business. ..lgndered
The Company may from time to time, in General Meeting, increase its share

Capital mav be increased

6.

Capital b)t issue of new shares of such arnount in any class of shares as it thinks expedienr.

Condition of New Shares 7. The new shares be issued upon such terms and conditions with such rights and priviieges annexed thereto, as the General Meeting creating the same, shail
direct.

SUBHADIiA |f0USTRIES

PRN.TATE

Lil\IITED

*
lfianagtng #iredof

ls.,{

s.

Subj--61 to lrre provisions of Section 100 to 10S : . . .. the Company may, by special Rcr:..i:rution, reduce ifs qhare capitar : -.iec, ,J r.f i-npriani-e of raw.

I'

the other apprieabre provisions

The comp;nY ryay, by ordinary Resolution in General MeetinE, and subject to o? ft,u Act :
l'

(a)
(b)
(c)

n::?iif,:",ir"i":',i^?

:[;::v of the shar-e capiraf, inro shares of rarger

ijr*ij:"J:"ff X*f
:

sub-divide its. existing shares or any of them into shares of smater jTU:;5?5, r',,o,'u [?j $? $:SiliI

;ff

cancel any'shares which, at the date of .the passing of the resotution, have not been taken or

"gi""d

to be taken by any person.

Preference Shares

10'

to issue

subject to the provisions of section 80 of the Act, the company shall have power Pi"eference shares -which are redeemable I rcrrJrt' ur' or, ir at the option of the company, are liable to be redeern;. -, -

11

'

A share T"y be transferre.d by a member or other person entiled to transfer to any member' selected by the iransferor, bui *u" as aforesaid and as provided by Articles 12'13 and 14 hereoi;" share shatl be transferred to a person who is not a member' as long a:, any mem.be,. as one whom it is desirable, in the o,- "ny person selected by the Directors intereit ..,: lompany, so admit to purchase the san, . s,i vorue, i'\s decided by rhe nJ,S'.TtJ'iilJt}*[3rto

"i2'

Every *t''"'* specified in any transfer notice offered to the members in sucrr .given to the company shall be oroer as shall be determined by the Board of Directors or by lots drawn in regard therein, if no member is ready and wi'ing to take up the share' it may ne"oFrered "nJ to plrron selected by the Directors as one whom it is desirable in the interest of "ny the company to admit to membership,

SUBHADRA I!{DUSTRIES PilV,wE LttfilTED

Hmr$ng

Olttbr

Genqllia! Fourer tsl ,lefuse to transfer

4J

The Direcii ris tnay, at their absolute and uncontrolled discretion, decline tc register or er;kncwledge any transfer of shares, and shall not be bound to Eive
anv reasori f;:r st-lch refusal and in particular, may so decline in respect af shar-es upon whic!r ;te Company has lien,

Reftrsal of transf*,:

14., iithe fJire, i,,,i.-s reii:se to registerthe transfer jr

nsrnission

.,:s, thev shall, within t,",uc ffionths, s,'" ''i tc iiie tran' -1ree and the tral ,..',, 1;., r-ilccS of s ri:li refi;sal, aitai. iir* ,:iaie i.:, "i'rir:ir ilre lrairsfer was lodged with tne ConrFrany.

T ra

Every tran:'' ';issior: of the shares, either on the death or insolvency of a mernber. cr othenrui:r: shaii'be verified in such manner as the Directors may require anci the Comp:-t:''.',' rnay refuse to register any such transmission until the same be so rverified or tjr iji and unless, if required by the Board of Directors and indernnity be qiven io th'',' ,-Jffii-rany with regard to such registration which the cjiscretion sr-iaii i:cnside!'sli;', .:ierti i:rovided a:lways that no such indemnity shall be requirei if i!"ier

iransinissio, shaii be verified by an order of a Court or probate or letier r.:f adntinistraii'. . or Succession Certificate granted by a couil of corrrpereni iurisdiciion ii ihe L'lion of India
iPROCEEnING AT GENER-

Mretlns
,4/\

$'

ia)

At
the

l*;i'i..,' $i::;v'eo

;lncJ

Cai" 'l ."i'rr:leiPt, specifying the place, the day tn" hour cf nreilj.irrfi;:r-ii-i ii"t cl*i;el of :-,i :;ii::l lusiness, the general nature of such "*C business shall trr: eiive:i jr,: inai"iilr"r he''' tii!i*r" mentioned in or such r:ther manner, if any.as|i,ulr ti,,, ili'lrci"ibed iht, ''-ompany in General Meeting to such prersons as ars i.jrirj*;.r- irr

days notice, exclusive of the day on which notice is

g;iver-r

i"egulation.t i'th' Company entitled tri receive such notices frorn ihe Ccrnili*;r1;, nut the fic. , "llnti,i,' ornission tc give such notice to or the non-receipi o'f si-icil ilotice: i:\'p'. :,rlls r.hdli nct invalidate the proceeding at any General Meeiing.
Ss.$"c_q

of :T:sgtjn:,,
t4

th)

i{oti,.-- foi" calling any General Meetinr. Direc,.:: *1 the Car' -:3'y, or any oth*, authi;i"i:-,td by the rgoard of Directors.

.. Erven kiy the fu'lanaging ri the Culf rany or perscfl

ic)

ordinary post shaii be a valid nctice.for all plirFruls* such notice by any member sriall nct he e ci-oiini_j

$uBttA*Rs. tF{iitif'r

i:li

l
ffiffi

-e #E ;Fe-'"Lo'

I'

T"*' il*nn#ng

for' , ,,'ilideling the rneeting or the bu^

th
f. ,,,

n have been transactec

;,,ii.

17.

No business shall be transacted at any General Meetin$ unless a quorum of members is present at the time when the meeting proceeds to busi,ness, save as
herein othei-wise provided two members personally present shall be quorum.

Chairman to preside

.18.

The Chairman of the Board of Director, if any, shall preside at every General Meeting, but if at any meeting he is not present within fifteen minutei after the time appointed for holding the same or is unwilling to act as Chairman, the members present shall choose a Diredtor or decline io take the Chair, they shall choose a member present, to be chairman of the meeting.

Votes of membe,fg
xq

Subject to any right or restrictions for the time being attached to any class or classes of shares.
(a)

On siiow of hands, ev6ry member present in person shall have one vote,
anJ

(b)

On a poll, the voting r:ights of members shall be, as. laid down in Section 87 of the Act, as one vote for each share held and paid up.

Froxies

20.

Any member of the Company entitled to attend and vote at meeting of the

companv shall be entitled to appoint another person rr,rhe[[s; member or not, as his proxy to attend and vote instead of h;, 7. a poll. The instrument appointing a proxy shall r'. produced at tt'ir - (i; :!':,;d office of the company and left there for at least lurty-eight hours befoi'e neing acted upon

Validitv of votes.bv proxv

?1'

A vote given in accordance with the terms of an instrument of proxy shall be valid not withStandlng the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfei' of the shares in respect of which the proxy is given and provided that no intimation in writing of such death, revocation or transier have been received by the Company at its office before the commencement of the meeting or adjourned meeting for which the proxy is issued.

$uEHASRA tNDu$tril:13

i,i

nmqsnr prsgrpr

Nunrber of

Dired.ri.'#E

s"

(a) Urlii ctirenrrrise determined

under.
(i) (ii)

by the Company in a General Meeting, the number oi llirectors shall not be less than two or more than twelve. Out of the subscribers to ihe Memorandum of Association of the Company, not othenruise disqualifiei. shall be the first Directors of the companv as are mentioned here
MR. CHAVA VENI.'.-:OPAL, MANAGIN{. Di|-.=CTOR. MRS. RAJYA LAKSHMI CHAVA. DIRECTOR.

Permanent Director

23'

The permanent Directors of the Company may appoint an alternate Director to act for a Director (hereinafter calted The Original Director) during his absence for a period of not less than three months irom the Union of India and such appointment shall have effect and such appoint, whitst he holds as an alternate Director, shall be entitled to notices of meetings of the Directors and to attend and vote accordingly. An alternate Director appointed under ^this Article shall vacate office if and when the Original Director ;sfr,p",; rr' +[s Union of India and if the term cf office of the Original Dilector is - i -.2 before he so returns to the Union cf India,any pr.':'isions in the Act -" j i'.,-,.c Articles lbr the automatic reappointment of retiring lJirector in default of ancther apppintment shall apply to the originai Director and not to the alternate Director.
: i.f

24

'

Subject to the provisions of section 260 and 284(6) and other applicable

provisions, if ?ny, of the Act, the Board of Directors shalt have power, at any time and from time to time to appoint a person as an Additionat Director, proviJed twothirds of them concur to the appointment. A person who has been removed from Directorship the Company by an Ordinary Resolution under Section 2g4 of the Act shall n_ol be appointed as an Acidiiional Director under this article. The

Additicnal Director shall hold office only up to the date of the next Annual General h,'4eeting of the Company but shall be eligible for election by the Company at the meeting as a Director. The nt!r:,i ,]ii.ectors and Additional Directors together shall not exceed maxim,u;. tt. ,r.r, ir;p the Board of Directors
fixed by Arlicte 2Z(a\
.

25'

Subject to limitation and restrictions as provided in the Article 24 & 25 and provisions of the Act, the Director shall be appointed by the Company in a General Meeting and the Director so appointed shall hold office for period a of one year fram the date of the meeting or till the next Annual General Meeting.

SUBI{ADRA IHDUSTRTFS

fhnrgrj 0lr*Ur

'16"

The Managrng Director of the Cornpany shal! subject to the control of the Board of Director s:f the Company, carry on the business of the Company. All contracts, matters and things which shall be entered into, executed, undertaken or done by the said lr/anaging Director or in his absence by any other Director on behalf of the Company shall be expressed to be entered into, executed, taken or done by him on behalf of the Company.

Quofum of Dir:ect6rs Meetino

27

The Quorum necessar:V {or the transqction of-businesS of the Bo-ard of Directors shall be two or one-third of the total number of directors, whichever is higher.

Directors Fees

28'

Each Director m?y be paid out of the funds of the Company a fee of Rs.150/(Rupees cine hundred fifty only) for each meeting of the Board of Directors attended by him, in addition to the actual traveling, boarding and lodging expenses as may be incurred by him.

a) b)

The remuneration payable to tfre Managing Director and other. Directors are to be decided in a General body Meeting

Further at a later date, if at any time the Cornpany incredses or decreases the fg{muneration of its Managing Director and Directors, the Company shall pay him such FeffiUneration ary may be decided by the Cr' ' in the General Meeting held, from time to time.

c)

The right of the Managing Director and full tirne Directors to the sitting fees to attend meetings of the Board of Directors or Committee thereof, howevei, will not be restricted or abrogated by payment of monthly remuneration specified above.

Kemuneration gf Direclors for speci3l work

2*.

Subject ta the provisions of Section 314 of the Act, if any Director shall have performed extra or special services, whether on special committees or othenruise, or mqdg. special exertions in going or residing out of Bhubaneswar securing or attempting to secure for the Company special contracts, rights, privileges or information or othenruise for any of the purposes of the Compiny, the Company shall remunerate such Director in such manner as the Board of Directoi-s may determine, either by a fixed sum or by a percentage of profits or othenruise, ai may be prescribed.

trnrglnCI

UfSr

Save as oth*rwise expressly provided in the Act, a resolution in writing, signed krlr all Dircctiirs, shall be valid and effectual as if '1 r-- ' en passed at a meeting of the Direci,il"s dul'1t called and constituted.

Diqclosure of Director.si' lnterqst

3i.

'Except with the consent of the Board of Directors of the Company required by Section 297 of the Companies Act, 1956, a Pircetor of the Company, or his relative, in which such Director or relative is a partner or any other partner of such firm, shall not enter into any contract with the Company for the sale, purchase or supply of any goods, materials or services, or for undenruriting the subscription of any shares or debentures of the Company, but such contract entered into, with such consent as afbresaid by or on behalf of the Company in which any Director shall be in any way interested, shall not be void by reason only of such Director holding that office of the fiduciary relation thereby established, but it is declared that the nature of the interest must be disclosed by him as r,equired under Section 299 of the Companies Act, 1956 . General Powers of the Board
.

32.

Subject to the provisious t-.ri the Act, the Boatc .-,t, iiieclors of the Cornpany shali be entitled t* exercise all such powers and do all such acts and things, as the Company is iiLtthorised to .exercise and do, provided that the Board shall not exercise any power to do any act or thing which is directed or required, whether by any statuie or by the Memorandum and Articles of .Associations of the Company or othenuise, to be executed or done by the Company in General Meeting, provided however that the Board shall delegate its powers to the Managing Director or any other officer or a committee of the Board in such manner and to such extent as may be determined in a meeting of the Board of Directors, within limits prescribed under the Act.

Powers to borrow
33.

The Board of Directors may from time to time raiso ,':'- rlnrrow any sum of money for a;ld on behalf of the Cgmpany from the mo' ,, -..;ier persons, companies, Banks or Financial Institr. sng or Directorg ',:t:. , t' ,', ,selves a.lvance rnoney to the Cornpany on such terms and the Board ai A;:ectors may approve conditions as. The Managing Director to sign the documents singly on behalf of the Company forborrower'. He will also operate the accounts singlyr This provision can be changed only with a resolution of the board.

Power to borrow_Conditiqns of borrowinq

The Managing Director may from time to time, secure the payment of such
money in manner and upon such terms and conditions in all respect as the Board of Directors think fit and in particular by the issue of debentures or bonds of the

$UBHASRA IIIDUSTRIES PRIVATE LIIJIITED

4-\"r

-r

-*;f

"

llrnfling DI*br

Compai'r'o/

or by mortgage of all or any part of the assets of the Company and of its uncaiir:d capital for the time being.

Any debentures' bonds or olher securities may be issued at a discount, premium or othervi'ise and special privileges, as to the redemption, surrender, drawings, allotment of phares and attend-ance at general meetings or th" Company or otherurise.
THE SEAL

$e.al of the Cofnpanv

36'

The Company shall havi,. 'Jomrnon Seal anc ;.,i- ,r;iectors shall provide for the safe custody thereof. The Seal of_ the Company shall not be affixed to any instrument except b{ the authorit/ of a resolution of the Board of Directors or of a committee of the Board authoiised by it on that behatf, and except in the presence of the Managing Director and at leas-t one Director or such other person as the Board of Direclors may appoint for the purpose and that one Director or the other person as aforesaid shali sign every instrument to *r'i"nl',; s;;i of the Company ls so affixed in his presence. such signature shall be conclusive evidence of the fact that the Seal of the Company has been properly affixed.

Eividends

37'

subject to the provisions of section zos of the Act, the company in generat meetings rnay decrare dividends, but no -oivioend ,,rhalr exceed the amount recornmended by the Board of Directors. The. .L. .-,:y froffi time to time pay '*the members such interin: 'Jividend as appr:; -;' :. justifie{ ) i, try the profits of -rB
the Company.

38'

Dividend Warrant
Every Dirridend warrant may be sent by post to the last registered address of the member entitled thereto and the receipi of the persons whose.name, at the date of declaiation of the dividend, appears from the register of members, as the owner of any share or in the case of joint holders, any one of such holders, shall be good discharge to the company ror aii p.yrunts made in respect of such shares.

39.

No divrUend shaU near interest.

AGCOUNTS

40.

:n its Registeretl ; : ,.';.. iiupr booh-s of Accounts in respect: AJI surns of money received and expense.s rnade by the company and the matters iri respect of which the receipt and expenditure tak" pL"u and all assets

The Company shall keel.

FRF/ATT LIMITED

\1 fmrcha &r,tnr

and irai:'riities of the company and of alr purc, the C*:',rrJany.

rrCS

anrl services bir or tc

inspection ol Acqount The Directors shall, from time to time, determine whether, in any particular case or cases 3r generally, and to r,vhai ;-ilrt and at what times and pface and under what conditions or regulations, the accounts and books of the.company or any of them shall be openeo to the members who *uy have any right of inspecting any account or oooL, 1qi".p;.to]"$ir..tor, oiciocuirents of the company except as conferred by the statute or authorised by the Directois or by a resolution Company in general meeting. of the Annual Audi.t

42'

once, at reast in every year, one or more guari' the accounts of the Comrr*y-

.,r at Auditors shall audit

First Auditorg.

:- . ffir:it:tff"imfffi:"
44'
=*;;T:'J1:J,#uneration

the first Auditors who witl hotd office untit the first

The remuneration of the Auditors shall be fixed by the company in Meeting or in such manner as the General gompa;y
or anv Ruoitor
generar mee,ting may determine lpplint"o by the oiiectors may be fixed

;;

45'

Secrecv Clause Subject t'l the provisions'of the Act, no member.sh-l: , ,, -ntifled to visit or inspect any wor.ks of the Company without the p*o , ,, :.na birectors, Managing Director, Manager or See: ir.U i" require di.l. , cr.., ,, any inforr,r;ltion reispecting any detail of the company's work or'trading o.. any othei matter which be in the nature of a trade secret, is or, may of trade or secret process may relate to the conduct of the .mystery or nulines= or ft,u company,. and which which opinion of the Directors will be in the inexpedient in .. the inter".t -l Lf the menrber ComO.lnV of the communicate to tte public. lo

46'

any sanction required under the Act, divide arnongst the members, in species br in kino, tre wrro-ie or any part of the assets of the company, whether they shall consist of property of the kind or not.
I

lf the company shall be wound up, the iiquidator may, with ihe sanction special resolution of the comptnv of and

otl

Srnrglng

E[r*hl

'!4 1&

We, the several Bsffions whoee narnet are iub+cribed below, are desirous sf bstng forffisd into a Company in purcuanue of this $rticle of Associstion, and w rBpectivoly agrs to teke the nurnber ryf shares of the-Company set oppoeite tn our respective nems.

I with

.1L, i Description and ficcupation i iakpn by each subsct;*"i

fhffies.

Faa

'

and

signature

Occupations $ignatures sf the

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