Form 1 Gertificate of Jucorporation No, 05-32834 of 1995-96 1956 (No, 1 of 1956) and that the Company is Limited. Given undar my hand at NEW DELHI this SEVENTH day of SEPTEMBER One Thousand nine hundred and NINETY FIVE. Sd]- (A. W. ANSARI) Addl. Registrar of Companies N.C.T. OF DELHI & HARYANA | a | nereby certify that KAY INNS By PRIVATE LIMITED is this day Incorporated under the companies Act, A a a (® Scanned with OKEN Scanner(THE COMPANIES AGT, 1956) (COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOGIATION OF Kay Inns Private Limited {. The name of the company is: KAY INNS PRIVATE LIMITED. ll. The Registered Office of the Company will be situated in the State of Haryana. IN, The objects for which the Company is established ara ® (A) THE MAIN OBJECTS TO BE PURSUED By THE COMPANY ON ITS INCORPORATION ARE :— 1, To manage, administer, own and to carry on the business of running hotels, hotel proprietors, hotel managers and operators. motels, holding camps, guest houses, refreshment contractors, canteens, and catarors, restaurants, refreshment rooms, milk and snack bar, cafe and taverns, lodging houses, pubs, bars and beer houses, night clubs, casinos, discotheques, swimming pools, booths, dressing rooms, caterers for amusement generally, ice-cream merchants, sweatmeat merchants, milk manufacturers and merchants, bakers, confectioners, licensed victuallers, wine, beer and spirits merchants, exporters, importers, and manufacturers and otherwise blenders of aereated, mineral and artificial water and other drinks, botiers, theatrical agents. 2. Te construct, purchase, acquire, develop take on lease, hire and take over from time to time tourist bungalows, hotels, huts, motels, guest houses, restaurants, bars, liquor vends, bonded warehouses, wholesale and retail vends of foreign liquor, cafetarias, milk bars, bakeries, catering establishments, emporia, entertain menf projects and other places of tourist, archaeological and historic interest in India or abroad with all or any of the rights, licences and business for the purposes ‘af lodging and boarding, stay comfort and entertainment, excursion, sight-seeing trips, purchase, produce distribute and sell tourist publicity materials and to do all other incidental and consequential works related there to. 3. To carty on the business of tourist and travel agents, and contractors, to arrange and operate tours and to facilitate travelling and provide for tourists and trave- liers and promote the provision of conveniences of all kinds in the way of through tickets, circular tickets, sleeping cars of berths, reserved places, hotel and lodging accomodation guides, safe daposils, inquiry bureaus, libraries, lavatories. reading room, baggage transport and of freight and passage brokers, booking agents and representatives of airlines, steamship lines, railways and other carriers whether in India or abroad. 4, To carty on the business of running letting, hiring motor lorries motor taxias, lorry coaches, jeeps and all types of veh'cles and conveyancas of all kinds and on such lines and routes ag the Company may think ft and to transport tourists passan- pers and wwners and charters of automobiles, road vehicles, aircrafts, ships, trucks etc, (® Scanned with OKEN Scanner(B) THE OBJECTS INCIDENTAL OR ANCILL. te ARY TO THE ATTAINMENT oF THE MAIN OBJECTS ARE i-- goods lying with or security of To advance money on the in consignment dso under the control of the company, to recelya goo basis and to do all other auch acts that may be usual OF necessary in connection with tha maln busineag of the Company. underwrite, undertake, 0 and to Insure, To act as forwarding agents Sade a goods merchandise or such othet properties In connee! main business of the Company. To pur {uke on lease, or othenwlee acquire all or any part of the business of undertaking or property and assais of any other such person, firms, company or corporation carrying on main business and agree to dis- sharge thelr Habllities and to conduct, eary on OF liquidate all of such bush Te take on lease, hire or purchase or acquire on licence of any lands, rights connected with lands, mills, factories, plants, buildings, cars, apparatus, stock-In-trade, rights, privileges and movable or Immovable property of any description which may be deemed necessary or convenient for the maln business of the Company to carry on and topay for the same elther In shares of the company or In eash or partly in shares and partly In cash, Te get Ineuro all or any of the goods lying with tha company against jamaga, tire ot loss, 7 To build, assemble, erect, maintain, and establish pre-fabricated or apartments or structures In connection with of the company. the main To make, draw, Issue, Accept, endorse, discount, and buy promissory note . bills, of exchange, hundies, a chaques, debentures, bonds eoupons and such other negotiable Instrumants and scouritles of all kinds. Subject to Sections GBA, 202, 293, 295 & 370 of the Act and the Regulations made thereunder and the directions Issued recelve money on deposit or otherwise, Gude Ge with or without | id fecelve deposit o7) safe cust, interest and te of all types, ody any title deeds of other securiti (2) (® Scanned with OKEN Scanner1. 12. 13 14 16 Te enter Into any ngementa with persons or companies or others in such manner as may be lawful end for such parlod as may be expedient to further the main objects of the Company. To indemnify members, officers, dlectofm, socrotarias and servants of the Company against proceodings, damages, claims and demands In respect of anything done or ordered to be dene by them for ond In the Interest of the mmpany or for any loss damages or misfortuncs which may happan In the execution of the dutles of thair office or in relation 10, To enter Into any arrangements including collaboration with other manutac- turers or suppliers In India or abroad, to acquire knowhow, patterns, trade marks, Inventions, licences and concessions and to pay for the same either in cash or by Issue of partly paid or fully pald up shares of the company or by way of recurring royalty peyments or share In profits or otherwise as may be agreed upon, and to use, exercise, develop oF grant Heences In respect ef the property, flights or information so acquired To acquire by purchase, contract, concessional licence, lease or other- wise any lands, mines, quarries, building, factories, workshop, godowns and shedsas may be considered necessary for the attainment of the main object of the Company Subject to the provisions of Section 814 of the Act to pay out of the Company's fund all costs and expenses incurred in con= nectlon with all matters, preliminary and incidental to the formation, promo tion and Incorporation of thls company and the costs and expent Incurred In connectlon with all matters preliminary and Incidental to the formation and Incorporation of sny company which may be promoted by this Company, To establish agencies or branches In India or elsewhere ald to fegulate or to discontinue the same and to do ali things which the Company lawfully may do as principals, agents, trustees, brokers, contractors or otherwise. To take of otherwise acquire and hold shares In any other such company having main objects altogether or in part similar to those of this Company. To enter Into partnership or Into any arrangement for sharing profite, union of Interests, oF co-operation, joint ventures, reciprocal concession with any person, flim or company carrying on or engaged In any business, which this’ company Is authorised to carry on and to advance money, of ta querantes the contracts of or otherwise acquira and hold shares or sacurities of any such person, firm or company provided that the company shall not do ny banking busi within the meaning of Banking Regulation Act, 1949- @ (® Scanned with OKEN Scannerses 47. To promote any Conpany er _eompan bi i oa x equiing all or any of the property and tabillly of wie Carmel for any othar purpose sconduclve to the main business © tho pany. ith Government, Central or State, allways, 18. To enter Inte contract wit fh Wot Municlpal, Local or auch other Autharitles or Private Parties for the supply 6 any matorlol or goods for the attelnment of the main objecta of the Company. 19. To enter Into any arrangements with the Government or other authorities, Municipal, Port Trust, Railways, District or Local Boards, Civil and Military Authorities, that may seem conducive to the Company's main objects er eny of them and obtaln from any such Government or such othar authorities any righte, privileges and concession. tablishment and support of 0. To eetablish and support or ald in tha soclations, Institutions, funds, trusts and conveniences, calculeted to benoflt the employees or ex-employess of the Company (or Ita predece: ‘sors In business) of the dependent® oF connections of euch persons ‘and to grant peasione end allowances and to make payments towards rovident Funds and Insurance and to subscribe or guarantees money for charitable or benevolent objects or for any exhibition, or for any public, general or useful objects. 24, To float, promote, form, subsidise and assist Ilmited companies or other sompani syndicates or firma or associations for the prosscutlon or execution of undertakings, works projects or enterprises of any desaription in connection with the main business of the company, 22, To open any kind of eccount In any bank and to make accept and endorse and execute all types of promissory notes, bills of exchange and such other negotiable Instrumente of all types in connection with the main business of the company, 23, Subject to Sections 68A and 292, 293, 295 & 370 of the Companies Act, 1956, ‘and Reguletions made thereunder and Directions jsaued by the R.B.|, to borrow or ‘alse money In such other manner as the company shall deter- mine fit and In particular by the Issue of debentures or debenture stock, Perpetual or otharwise, aharged upon all or any of the Company's Property (both present and future), Including Its uncalled capital and to redeem orpay off any auch securities In connection with the main business of the company. tay (® Scanned with OKEN Scanner24, Te establish, provide. maintain and conduct of otherwise subsidise In India or any part of the warld, education and traning Institutions, rch laboratorles and oxperimental workshops for scientific and technical rosearch and oxparlmanta, ta undertrke ard carry on scientific and technic cal researches, oxpariment and tests of all kinds, to promote atudles and fesoarches, selentifie and technical investigations by providing, sub- aldising, endowing or assisting labarataries, workshops, libraries, lecturi meetings and conferences and by providing ar contributing to the remu- neratlon of scientists and technice| professor8 or teachers and award of acholarships, prizes, grants to students of otherwise generally and 10 encourage. promote and reward studies, researches, Investigations, experlments, tests and inventions of any kind that may be likely to essist main business which the company is Authorlsed to carry on and to enter Into any arrangement with Government er any other such party far the purposes as aforesaid, 25, To buy for the purpose of the main dusiness of the Company = heat, light, electricity. gas ar any other such powermaking of ga and to take all steps incidental or necessary in respect of the same. 26, To acquire, from any person or any source, technical Information. knows how, data, formulase, techniques and methods, anglneering, manufacturing, and operating plans, layouts, blue prints end other date for the design, Installation, erectlon and consultancy, maintonanae, operation of the plant, machinery, equipment and facilities whatsoever required for attaining the main objects of the Company and objects anolllary to the atteinment of the main objects and to acquire or grant or, licence such ether rights and benefits in connection therewith, 27. To purchase, take on lease of otherwise acquira the undertaking: Dusiness and property or any part thereof of any company of companies carrying on business In India or elsewhere which this Company is antitled to undertake. ia) (® Scanned with OKEN Scanner28. To enter Into contrncts agreements and erangements with any athe: such company, firm or person for the carrying out by such other company, firm or person on béhalf of the Company eny of the main objects for whieh this Company, 29. To import, revise, clean restore, recondition, trent and otherwise = manipulate = by = any = proces, =o? means, by-products, re-use any waste, and other = produote, capable of being manufactured or produced out of or with the use of all or any raw material's ingredients, substances or cammodities used in the manufacture of all or any of the products which the Company Is entitled and to manufactura or doal in and to make such other uae of the same for the attelnment of the main objects of the company, 80. Te repair, alters remodel, eleen, renovate. convert. manipulate and prepare for sale or otherwise any goods belongingto the Company. 31. Te employ experts to Investigate Into and examine the conditions. pros~ pects, value. character and circumstances of any business concerns and undertakings and any assets, property or rights as may necessary in connection with the main business of the Company. 82. To establish business or branch of a business which this company is authorised to carry on through the agency of any subsidiary company or companies and to enter Into any arrangement with such subsidiary Company ‘r companies for taking the profits and bearing tha losses of any busi er branch of business so carriedon or for financing any such subsidiary eompeny er gueréntecing Its llabllitles, or to make any business or branch ef buelness so cared on at any time and elther temporarily or permanently te close any such branch of busin 83 To dispose of any property belonging te the Company and to help in purchase of any article ef articles, whether made by the Company or not by way of advance or to ist in the purchase of any such article or articles, (6) (® Scanned with OKEN Scanner84 To buy forelon exchange In all awful ways In compliance with the relevant laws of India and of the forsign country concerned In that behalf for the attainment of main object of the company, 85. To lease, grant licences, easements and such other rights = over and dispose of the undertaking, property, assets, rights and effects of the Company of any part thereof, for such consideration as the Company may deem fit and in particular for shares, debentures or securities of any other such company, 86. Subject to Sections 391 to 394 & 394A of the Companies Act, 1956 to amal- gamate with any other company whose objects are similar to these of this Company whether by sale or purchase of fully or partly paid-up shares or otherwise of the undertaking or any such other Company, as eforesaid, with or without winding up or by sale or purchase of all or a controlling interest in the shares or stock of the other Company as afore- sald or In any other such manner. 87. Subject to the provisions of Section 78 of the Companies Act, 1958, to place to reserve or to distribute as dividend or bonus of bonus shares among the members or otherwise to apply as the Company may, from time to time, determine any moneys belonging to the Company including those received by way of premium on shares or debentures issued by the Company at a premium and any moneys received in respect of dividend accrued on forfeited shares and moneys arising from the reissue jy the Company of forfeited shares. 88 To apply for, purchase or otherwise acquire, protong and renew, In any part of the world, any patents, patent rights, brevets d'invention, trade marks, designs, licences, and concessions confering any exclusive ot non-exclusive or I d right to their use information as to any Invention which may seem capable of being used for any of the main business of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company and to use, exercise, develop or grant licences in respect of the property rights, and information so acquired and to expend money in experimenting upon, testing or improving any such patents, inventions or rights. 39, Subject to the provisions of the Companies Act 1956, to make donations to such persons or institutions either of cash er any other such assets as may be conducive to any of the company's main objects or otherwise expedient and in particular to a (® Scanned with OKEN Scanner« 44, 3 . To refer oF agree to 4 orporations tntreduolng business to the company bute ot otherwise ansist or guarentee money foy s of benevolent, ancl one cultural, and to establish ond support o educational of other Institutions or ee ssaoctations, Inetltutiona, funds, f) ee arth tpl of the employees or #x-smployess trusts, and cot tore) ef tha Company or Its predecossors In business or of {including Direct eatings with the Company or the dependants, relotives oy eer ene ak ait and, in particular, frlendly or other benefit areeteme io grant pensions. allowances, gratuities nd Bonuses, either ae ‘of annual payments or a /uinp sum and to sed ee Insurance and to form and contribute to provident funds and such other welfare funds of or such persons. remunerats any person oF o tnd also to subscribe, cont eharitable, eclontifio, rellglow ald In the establish to Arbitration in india or outside Indla any claim, demand. dispute or any other such question by or against the Company or in which the Company le interested or concerned and whether between the Company end [ts member or members of thelr representatives, or between the Company and third parties, and to observe and perform and to do all ects, deeds, matters and things required to carry out o enforce the award, To pay for any righta or property acquired by the Company and to remuner- ata any person or company for services rendered or to be rendered in or ‘bout the formation or promotion of the ‘Company or the ecquisition of Property by the Company or the conduct of Its business whether by cash Psyment or by the allotment of shares, debentures, or such other securities ef the Company. credited as paid up in full or in part or otherwise, To adopt such means of making known the business of the Company as ney seem expedient, and in particular, by advertising In the press, by Circulars, end exhibition of works ‘of art or interest, by pu tlon of books and periodical and by granting prizes rewards and donations. To Invest other than Investment tha money of the Company not manner, a8 may, from time to thm, mortgags of immovable Property or o Property with or without security, T id @ Undertaking ern tt @ of which may #6 'o the Company desirable and slther gratuitously or othertc vd vee! (8) In Company's own shares Immediately required in such bo determined and ta lend money on n hypothacatton or pledge of movable (® Scanned with OKEN Scannerany teal ef personal property, rights of Interest acquited by or belonging to the Company in any person or Company on behalf of or for the benefit ef the Company with or without any declared trust in favour ef the Company. 45. To Insure the whole or any part of the proparty of the Company, elther fully oF partly, and to protect and indemnify the Company from liebllity or loss in any respect, 46, To exercise all or any of Its corporate powers, tights and privileges and to conduct its main business In all or any of Its branches in the Union of India and In any or all states, tertitorles, possessions, colonies and dependencies thereof and jin any or all foreign countries and for this purpose to have and maintain and to discontinue such number of offices and agencies therein ns may be convenient. 47, Ta procure the company to be registered of recognised under the laws of land In any part of the world, 48. To make donation to any national fund or any other such fund constituted for a charitable, national or such other purpose, subject to Section 293, 293-A, 293-B of the Companies Act, 1956 49. To create any depreciation fund, reserve fund, sinking fund, Insurance fund or any special or such other fund whether-for depraciation ot for repairing, Improving or maintaining any of the property of the Company or for redk my tlen of debentures or redeemable preference shares or for special dividend: et equalising dividends of for any other purposa and to transfer any such fund or part thereof to eny of the other funds herein mentioned. 60. Without prejudice to the generality of the foregoing, to undertake, carry out, promote and sponsor any activity for publication of any booklet literature, attainment articles or organising lectures, conferences or seminars, workshops training programmes as are likely to advance the maln objects or tor giving merit awards, scholarships, any other such assistance to institute deserving students or other such scholars, consultants or persons to enabl institution, fund, or trust, having any ene of the main obj Its main objects, (9) (® Scanned with OKEN Scanner(C) THE OTHER OBJECT ARE: To carry on the business as destere In and purahasers of dairy farms, gardens produce of all kinds and In particular milk, cream, butter, ghao, cheese, poultry, egos, {rulte, vegetable olls, vegetable ghee, porkpies, es, prawns, potted mast, table delicacies and to purchase, acculre, keep, maintain, breed, sel! or otherwise dispose of all kin a of cattlea, cows, buffaloes, pigs. poultry, and live or dead stock of all description. business of manufacturing and selling ¢srbonated or such other waters, euppllera of host, light, water, gas or brine for refrigerating and to keep, maintain and equip service stations fi the said t arry on the business of manufacturers of all kinds of condensed m: Jams, pickles, cfders, preserved foods of all kinds and of such ot! a8 may conveniently be produced or manufactured therewith. 4 To engage and carry on the business of ralsing, packing, grading, preparing fet marke! eggs, butter, cream, milk, farm and poultry products of all description, To hatch, breed and raise elther by natural means, of incubators ‘®t otherwise poultry of all kinds and to buy, sell, reat and deal in chickens, chicken food, Incubators or otherwise poultry of all kinds, ducks, turkey deere snd guines fowls, partidges and other birds, To cary on the business of slaughtering cattle, pigs, hogs, sheep, lambs and other animals for'food purposes os may be permitted by law and to manufacture hides, ells, fot, horn, glue, feathers, fertilizera and such other by-products tharsot, 5, To erect, construct, establish and provide all kinds of conveniences, Improve Mente, entertainments in particular reading, writing, bi-scopa and cinema shows, lockers, safe deposite, ‘alaphones, telographe, clubs, atore: provisions, shops, bath vaut swimming tanks and pools and lavatories, 6, To subscribe, buy, keep, sell, magazines, periodicals, jour, and all kinds of readable. mi ts establish, maintaln, equip and furnish @ feading and citculating liabraty or uae of the subscribers or customers or Visitors elthar gratutiously oF on a ee and in savardance with such regulations as may bo deemed (io) (® Scanned with OKEN Scanner1 18. 4 To carry en the business of flim manufacturers, flim apparetus manufactur film producers, both sound and silent, hippodroma and circus proprietor proprietors, managors of cinema houses, theatras, concert halls, picture pl siudios. To carry on the business of letting or subletting the use of cinema hall. theatres, picture places, studios or other machinery, apparatus, bullding or structure of the company for purposes of use for exhibitions, di play of films, cramatic or theatrical performances, concerts of othe! entertain- Mente or objects alliad to or of similar kind as that of the Company and to provide for the production, direction, exhibition, representation, display whether by mechanical means or otherwise or plays, open air er such other theatrical performances, operas, burlesque, ballets, pantomime, jugglery, megsmarlc, yogic, hypnotic, spectacular pieces, mushairas, symposiums and such ther musical and dramatic, athletic and similar performances for amusement of entertainment both in public and private. Yo cary on the business of manufacturers of or di Products, such as sheet and plate gli laboratoryware. ro in all types of glass 4, optical glass, glase wool and To undertake to manufacture, process, import, export, and sell of calcined, petroleum, pstrochemical and Its by-products, cosl end coaltar products, dyes, drugs, medicines and pharmaceuticals and derivatives, paints, pigments and varnishes, explosives and ammunition, all types of heavy chemicals, textile chemicals, photographic chemicals, clay and boards, soaps, glycerine, fertilizers, pesticides, manures, fungicides and allied products. fate and waxes, |. To cary onthe business of goldemiths, silveremiths, jewellery and gem ‘merchants, importers and exporters of bullion and any other such articles related thereto. To carfy on the business of manufacturers of of dealers in typewriters, calculating machines, vacuum cleaners, sewing machings, printing machines, Ice-cream manufactuting machinery and Dairy Equipment. . To acquire or set up and run hospitals, clinics, nursing homes, maternity end family planning units or pathological laboratories and optician shops, To carry on the business of manufacturers or dealers of tractors, {racto/ parts, automobiles, ships, aeroplanes, earth moving equipments, internal Combustion engines, b locomotives, cranes and compressors. To manufacture and/or deal in automobile parts, spare parts, and componenta @ machineries thereof (11) (® Scanned with OKEN Scannerchinists, manufacturers of pressed Bo wip, brass founders, iron and steel converters, steel masters, blast furnace propriators, facturers, japanners, annealers, ename|. olishers, painters, tinsmiths, locksmiths, soll, manufacture, repair, altar, tools, implements, utensils 15. Te carry on the Business of ma marine engineers, iron founders, metallurgists, smiths, iron masters, consulting engineers, asbastos manu lore, electric and chromium platers. P ironmongers, wire weavers and to buy, convert, let on hire, and deal In plant, machinery, and rolling stock. 18, Tocary onthe business of manufacturers of and dealers in ll types ot celluloid, bakelite, industrial rollers, sheets, belting, tyres, tubes, scientific, Industrial and surgical instruments and a| ultural equipments. 17. To camry on busingss as manufacturers of and dealers in piywood, hardwood, blocks for flooring end other purposes, windows, doors, woodpulp, wood wool, masts, spars, derticks, steepers, tool, handles, panelling, wood-work, furniture and articles of all description wholly or pertly made from wood. 18. Te carry on business as manufactu or dealers in or as stockists, Importars and expot of packing materials, cartons, containers, boxes and cases made of paper, board, wood, glass, plastic, pulp, cellulose, films, polythene, rubber, metel, metal folls, gelatine, tin flexible, treated, laminated or such other materlals related thereto. 19. To undertake of promote rasearch In economie, fiscal, commercial, financial, technical and sclentific problems. 20. To carry on business of timber and lumber merchants, lumber yard and sawmill proprietors and to buy, sell, prepare, for market, import and dol In timber and wood of all kinds and to carry on the business of logging and lumbering, purchasing, ecquiring and leasing timber berths, 21. To cerry on the business of manufacturers, buyers, sellers, exporters end Importers of pulp, paper boards and paper products of all types and kinds sad in all forms and to process and re-pack paper and paper products and carry on the business of stationers, printer: J 's, lithographers, stereotype! slactiotypers photographic printers, block makers, photolithographers, sngravers, die-sinke/s, account books manufacturers, book sellers and publishers, 22, To cerry on the business of spinners, wesvers, manufacturers of cotton ae ae fibrous materials, balers and pressers of jute cutting, Jections, hemp ond the cultivation thereo! and the businest 42) (® Scanned with OKEN Scanneref buyers, sellers and dealers of jute, jute cutting, Jute selections, jute manufacturing. hemp and other fibrous material. oll seeds and any ether seeds end products and of goods of morchandise made thereof and to transact all manufecturing or cutting and preparing processes and mercantile business that may be necessary or expedient. 23. Te carry on business of manufacturers of and dealers in sports pooda 24 To sink wells ond shafts, lay down pipes, construct, Improve, maintain, develop work, manage, carry oul or control any foadways, vamways, runways, branches oF sidings, bridges, telegraph lines, canals, reservar water courses, sharves, sheds, hydraulle works, electric works and tactorie: power houses, cooly lines and houses and villages, 25. To carry on business of manufacturers of and declers In all kinds of electrical machinery end electrical apparatua for any purpose and to manu= facture, sell, supply end deal in accumulators, lamps. meters, engines, dynamos, batteries, telephonic or telegraphic apparatus of any kind and manufacturers of and declars In scientific Instruments of any kind. 26. To carry on the business of fabricators and re-rollers of all types of ferrous and non-ferrous metals, manufacturers of steel strips, steel pressed sections tubes, pipes and bolts, hinges, aldrops, tower bolts, roofing nails, pad bolts, door shutters, nuts, buckets, Karais, gata channels, sanitary fittings, wir tings, wire ropes, hatdware, fittings of all kinds, cutting and hand wire-knit tool 27, To cary on the business of water works engineers and manutacturers and auppliers of stomic powers and Gas generators, 28 To bulld bus bodies and to manufacture railway wagons, passenger cosche: (Railways of Roadways), tramways and their components, jlgs and fixtur precision instruments, gas welding plants, paper and cement plants, general purpose and tool room machinery, hardening, annealing and tempering furnaces, motor boats, cables and conductors. 29. To manufacture, buy, sell, import and export cement, rayon, pulp, glass wool, and other sound and watar proofing materials of all types. fry on Research end Development, ta manufacture, buy. sell, import 30. To cal an and export, to act as distributing agents, developers, processors, sultants, rapairore and dealers in the field of all kinds and sources (13) (® Scanned with OKEN Scanner83. at, sound and light derived trom fol, as, es natutal and othor aourcen [ncluding in particular from the use © |, 945, conl, water and other sources of ‘an solar, geothermal wind, tides, Nn alnr, geal : ‘or sources of onargy suc! ; blogas, rpobat ‘na, wanton anel other roaldin! products theroof and to supply, nat te alatibute and apply the same for industrial, éoin- merolel, ond Nementia of auch ather putoane fer Ba ichine power, elaciric powet, thermal power and oe ae vedio, dieting eid Peating, cooling, tairigeration, drying, seasoning: evapo ore to develop processes, equipmenta Instrumonts, ee accossorias for conversion of one type ‘of energy to other and in aeneiies with all the aforementioned objects, to acquire, one manufacture, erect, lay down, alter, work, all equipments, instruments, arlene! appliances and othor plant and machinary and to EW oe such materials, product and things aa may be necessary of convenient in con- nection with the production, uso, storage. regulation, measurement, supply and distribution of such products by the company. nleal, electrical, of energy such ae me To cary on the business of manufacturera, merchants, Importers, exporters, maintainers, hirers, processors, engineers; consultants, dealers and agents In all kinda of electrical, electronic, mechanical and optical ‘appliances and apparatuses of every description such as lighting, radio, television, telecommunicaton requisites, radars, computers, business machines and thelr components such as valve transistors, resistor condensers, colls, motors, generators end ‘thelr requisites, components a stores of all kinds and descriptions. Te buy, sell, process, Improve, alter, exchange, of let on hire, import, expon ‘and deal in ell kinds of metallic alloys, Iron, steel, ingots, billets, rods wires, ferrous and non-ferrous metals, To catry on business of purchase and sale of Kapas, Cotton and Cetton seeds and man-made fibres and plastic business, Ta buy, sell, improve, alter, deal In Handicrafts, Brass Wares, China War Cutlery, Crockery, Dry fruits, perfumes, and other material that can be conveniently dealt with by the Company and export of any other possible item, from time to time and to carry on in India or elsewhere the business of importers, exporters of and dealers in all kinds of industrlal, personal and household goods, materials, commoditie products, articles, chattiee, merchandise, live and dead stock and movable property and rights of every kind, general traders and merchant contractors, sub-contractors, conc nal storekeepers, (14) (® Scanned with OKEN Scannersacking, treights and forwarding and travel agents and santractors, ware housamen trustee, brokers and to carry on trading in branchss of business and to carry on the anid business either a principals or otherwi of and di in building eom- To cary on busingss as manufacture ponents suchas light waight callular re-inforced autoclaved concrate slabs and blocks for floors, walls and roofs and prestressed, precest, reinforced concrete building camponents and any other such materials related thereto, To cary on the busin ef query proprietors, stone and granite merchants, dealers, exporters and contractors and to search for, mine. win, raise, make marketable, use, sell and dispose of gra sions, coal, minerals and mineral substances and product and to prepare and manufacture cement paving blocks, wax and bituminous road mat To carry on business as manufacturers of and deslers in marble, ashe stone, bricks, clay, drocelaine, terrecotta, sarthenwares, pipes, mosaics, slates, windows, doors, shutters, basins, chimney pieces, stoves, baths, sonitaryware, household fittings, damp-proof materials, paints, varnishes, ropes, cords and fitting of every description. Te carry on the business of hotel jaurant, cate, tavern, be house, restaurant room and house-keeper, licenced vietuallers, purveyors, cate rers for public amusement entertainment generally, proprietors of clu draseing rooms, laundries, grounds and places of amusements, recreations, sports, tennis courts, swimming pools, entertainment parks and institutions of all kinds tobacca and cigar merchants. Hiquity, supply, purchase, sell, trade, | types of industrial, domestic, s oxygen, hydrogen, acctylana, atylene, freon carconle Te manufacture, produce, comprer impor, export distribute as agents of medical and commercial gases such nitrogen, argon, carbondioxide, freon, dissolved seid in gas and liquid form, conditions, To buy, sell, manufacture, fabricate, rep alter, convert, improve, exchange, barier, Import, export, et on hire and deal in all typ of gas cylindors, both containers, receivers, corks, valves, scal liberators, gas masks, ‘egulators, compressors, engines, machines, laboratory equipments, tools and such other appliances, equipments apparatus, co>~ veniences and accessories connected there (15) (® Scanned with OKEN Scanneranagement consultants ANd LO propa, vide technical advice, guida commissioning of any project engineers and fan layouts and pro Installation, AL. To aot as consulting project reports ant Pl supervision in the #fection, Inqustlal or otherwise dd marchents, ofl merchants, Catton, ground. and carn merchants, millery ind confectioners, nate, com end Nour merchants, bakers, 4& To cary on business In securities, and 10 deal in stocks and shares, ‘of atee! furniture, Iron satos, roiling shutters, offices structural products of all kinds. 4a, Ta cary on the busine equipments and such other steal tone. 45, To camry on business of petro! pumps and service coffee, cinchona, rubber and other of ten planters in all its 48. To grow, false, tend, cultivate toa, produce and to cemy on the busine: ; branches and to eatry on and work the business of cultivators, buyers af avery kind of vegetable, mineral or other produce of the soil, to prepare, manufac. ture and render marketable such produce and to sell, dispose of and deal in any such produce, either in its prepared, manufactured or raw state and either by wholesale or retail. 47. Te cary on the business of helicopt waying on farms, grovelands, eultivations, gardens and such other allied business of eradication of diseases. virus and Insecticides. 48. Yo deal in, suppl and beauty aids, manufacture, Import, all kinds of cosmetics, perlumes 40. oral on the business of buying, sslling, exporting, importing, manufactur rater, devising and preparing all kinds of advertising novella wicksieiite dacaracnn Gifts, devices, designs and any other such '@ Purpose of audio-visual publicity and advertisement. 50, eee eee of advertising agents both out-door and through i cara phat books, periodicals directories, creens, walls, bus ough Shy auch other media of advertisement of all exporters, DUYSB, stookisi tellowing i— (® Scanned with OKEN Scannerfa) Polymers, natural or synthetic featns, pinatice, jal ang such other kinds of resins and plastic products and goods thersot, (b) All types of compounds, druga, dyestuffs, disinfectants and of electrical photographical, surgical and scientific apparatue and materials. {e) Colours, paints, enamels, varishers, lacquers, pigments ana chemicals. (a) Pesticides and Insecticides and thali formulations, types and kinds. lilizers of ell 82. To establish, purchase, sell, take on lease, hire of otherwiee acquire and work eny textile mill, handlooms, power looms, cotton ginning and pres ing fectory, jute, hemp or such other tibre presses, spinning mills, weaving mili waste procass plants for pressing merchandise Into bales and to buy, sell. import, export, pledge, speculate, enter Inte forward trensactions or other, wise deal in Jule, cotton, kepas, cotton seed, flex, hemp silk end products made thereof. 53 To carry on the business of miliors In all ite branches, to set up mille far milling Wheat Gram, Cereals Dal, Besan, Maida, Atta, Sujl ‘and oth allied products, and to manufacture eny bye-praducts, food products auch ae Biscuits, Flakes, Dalia and confectionery from flours of all kinds and descrl- ptlon and to set up factories or mills for the manufaoture thereat. 54 To manufseture, process, fabricote, design. buy, sell, Import, export, athervise deal in all kinda of electrical nd cables, Insulated cables, welding cables, D.C.C. Wires, Supsr Enamelled Wires, (bate of covered by Plastic, Rubber, Cotton, Papar or PVC) conductors, low-maedium and hich tension insulators, switch gears made of ferrous or non-ferrous motels, silver or any other such substance thereof, 58, To manulacture, process, formulate and to draw wires of all Kinds and descriptions, whether of copper or eluminium or any other such metal, by any process of methods being employed or by researches on any metal of non= metal or any other such type of material required ot may be innovated In future, 56. To mannfacture sowing machings, reaping mechines, thrashing machines, tractors and ell other kinds of ferm implementa end machinery, dalry machines, elevating machines, conveying machines, wansmission machines, tools and accessories requisite therefor, 67, To cary on the business of manufacturers of and dealers in readvmade a7) (® Scanned with OKEN Scannerngs wtih ‘or such other enterprise In {ta dealing: any ee aoa salto d such other suthority whether in India oy , local, statutory an oa tad ugha purault of Its activities and to produce capital for any company or enterprises. fo carryon the business hosiery goods of every kind, children. of manufacturers and dealers of woollen, nature and description for men, women and the business of manufacturere of and dealers , mate, rugs, blankets end such other similar T . To cary on In all kinds or carpets, dutt articles of woollen and worsted mal Te cemy on the business of atesm and general laundry and to wash, clean, purity, bleach, wring, dry, Iron, colour, dye, disinfect, renovate and prepsre for use all erticles of wearing apparel, household, domestic and other linen, cotton and woollen goods and clothing and fabrics of all Kinds end to buy, sell, hire, manufacture, repair, let on hire, alter, improve, test and dee! in all apparatus, machines, material and articles of all kinds used for any such purposes. . To cary on the business of Importers and exporters, ship- owners, ship buildets, charterers of such other vessels, ware housemen, and Ineurance brokers, eariers, forwarding agents, and wharfingers. Jo set up tanneries and to cany en the business es manufacturers o! and dealers in eather and leather goods of all descriptions and of leather dresses, hides, skins and all things and material connected therewith, Te cany on the business of advisers on problema relating to the sdministration and organisation of Industry and business and to advise upen the means and methods for extending, developing and improving all types of business or Industries and all systems and processes relat Ing to preduction, storage, dist Y , distribution, marketing and sale of goods ‘and/or relating to the rendering of the ervices, eS Tesdufehase or otherwise acquire ar cary an the businass of men or ching and sinlle In bricks, tiles, stones, pipes, potteries, eatthem material of any kind, soods and any substitutes thereof in bullding |, spare parts, acceusories and all things used by civil. mechanical, electronic sowie slectrie (including electric) and refrigeration (18) (® Scanned with OKEN Scanner68. To undertake, carry out, proms 67. 6B, 9. 70. and sponsa! programmes for fufal dovelop: ment Including any programme for promoting social and economia welfare ‘or the upliftmant of the poople in any rural area and ta incur eny expenditure on any stich programme of rural development and to assist execution and promotion thereal alther directly or through any agency er in any other manner, Without prejudice to the generallty of the foregoing, the words ‘Rural Ares’ shall include such areas as may be regarded as rural areas under section 35-CC of the Incomo-Tax Act, 1961 or any other such law relating to rural development for the time being in force or #8 may be considered by the Directors of rural areas and in order to implement eny o! the above mentioned objects or p.tpoges the Directora may, at thair discretion, transfar without consideration of at such full or concessional value a3 the Directors may think fit and divest the ownership of any property of tha company to oF In favour of any public oF local body or authority or Central of State Govern: ment or any public institution, Trust or Fund or any ‘other agency devot: ed to the work of rural development as approved by the Central Government er State Government or any other appropriate authority. To erect, construct, establish end provide al! kinds of conveniences. improve” ments, for customers and othets and in particular lockers, safe deposits, vaults, stables, telephone and telegraph fecilitias, clubs, stores provisions shops, baths, ewimming, tanks, pools and laboratories To catry on the business of ice makers, ice dealers, refrigerating stockeepers, makers, menufactuters of and dealer In freezing and refrigevsting agents mixtures and chemicals of all descriptions. To carry on the business of stock and shatebro%ers and to deal (purchase ‘and sale) In shares, securities, debentures of private ‘and public sector com- panies fegisterad under Companies Act, 1956 and to di In Governmans Securities, Trust Securities and all other such typasol securities and action= laima and to hold them as Investment for earning profits. To acquire, taka up and hold shares, stocks, debentutes, debentul $-Stocks, bonds, obligations and securities Issued or guaranteed by any Company, Corporation of authority constituted for carrying on business In India or in any foreign country and debentures, debonture-stocks, bonds, obligations ‘and securities Issued or guaranteed by any Governmant Sovereign Ruler, ‘Commissioner, Public Body of authority, supreme, municipal loaal or other wise, whathe in India or any foreign county, (19) (® Scanned with OKEN Scanner71. 74, 75. 76. To sell axport or otherwise by the themselves ar irepah: fom to carry on business as brewers, maltors hop-qrowers and merchants, bnttlers, agents and distributors; barley and general grain-fewers, raisers, importers, processors, driers and merchants, manufacturers “A and dealers in yeast, Isinglass and other such Faguinites; of all types manufacturers of and dealera in all Kinds of erated, mineral and medical and medicated waters, spirits, alcohols ang general temperance and such other drinks, beversqe:, ang cordials bottle stopper makers, Coppers, manufactures af bones, cartoons, paper and such other begs of all types and packing recent. cles and labels thereof. . To purchase, manufacture, produce, boil, refine, prepare, import, expr, sell and to deal in sugar, sugar candy, jaggery, sugarbeet, sugarcane, molasses, syrups and all other sugar products such as confectionery, glucose golden syrup, alcohol and their by-products, To carry on in india or elsewhere the business of Importers and exporters of and dealers in all such items that are permissible under import and Export Trade Policy of the Government of India, and also to buy and sell, either as principal to principal or as broker, import Replenishment Licences as per the policy of the Government of India. To carry on the business of hire purchase, leasing & finance company and to finance all types of vehicles, building & estates commercial and house hold items, industrial Units of all types, To carry on the business of contractors, builders, housing finance, broker dealers and estate agents. To carry on the business of traders, dealers, manufacturers, representa- tives, distributors, stockist, commission agent for all types of house hold and commercial use items + The liability of the members is limited, The Authorised Share Capital of the Company is Rs. 10,00,900/- Rupees Ten Lace} divided Int i 1,00, Equit Sharee of Rs. 10/- (Rupoon Ton) gach, "002. (One Lac) Equity (® Scanned with OKEN Scanner‘We the several persons whose nemes eddresses are subscribed below are desirous of being formed into a company in pursuance of the Memorandum of Association and we respectively agree to take the number of sheres in the capital of the Company set opposite our respective names — Names and addresses | No, of Equity Signature | Signsture of witness Occupation description | Shares taken by of With address. deseription of subscriber each subscriber] Subseribec andoccupation =, 1, Neeraj Chandra 400 Sdi- S/o Sh. Sushii Chandra Rio Kalindi Niwas Village Jorian, Yamuna Nagar (Haryana) (Business) 8. Rajeev Aggarwal 100 Sdi- S/o Sh. Vijay Aggarwal R/o 81, Sector 28-A, Chandigarh (Business) Signatures of all the subscribers witnessed Sdj- A. K. Goyal FCA-80255, Chartered Accountant SCO-1136-37, Sector-22-B, Chandigarh __ 200 crete! Leta bundeadanivd (® Scanned with OKEN Scanner(TRE COMPANIES ACT, 1985} (COMPANY LIMITED BY SHARES, ARTICLES OF ASSOCIATION OF Kay Inns Private Limited 4 INTERPRETATION Unless the context otherwise requires, words of experessions contélnec in these Articles shall bear the same meaning as in the Act or any statutory modification thereof In force on the dato on which the sricles become binding on the Company, The headings in the margins herete shall not effect the construction hareof and In these presents. unless there be something In the subject or context In consistent therewith. “The Act" means the Companies Act, 1956 and Includes where the context se requires any re-enactment or statutory modification thereof for the time being In force “The Board" or “Board-of Directors" means the Board ot Directors, for the time being of the Company. “The Directors" means the Directors, for the time being, of the Company. - “Dividend™ includes bonus. “The ManagingDirector" means the Managing Olrectar, tor the time being, of the Company. “Month" means the calendar month, "Tha Office” means the Registered Office, for the time being, ot the Company. “Proxy” includes Attorney duly constituted under a power of Attorney, “Register” means the Register of members of he Company to be kept pursuant to Section 150 of the Act. “The Registrar" means the Registrar of the Companies of the state where the so registered office of tha company Is situated “Seal” means the Common Seal of the Company. “In Writing" and written” includes printing, lithography and other modes of representing of reproducing words in any visible tarm. Words importing singular number shall include the plural umber and vise versa. (® Scanned with OKEN Scannerto apply: 4. \ PRELIMINARY The Regulations contained in Table '*A” in Schedule “I to the Companies Act, 1956 (herein after ‘etetred to ssthe Act) shall apply to the Com~ pany except that such Regulations as are embodied in these Articles of Assoctetion shall exclude corresponding provision in table "A" aforesald. The words and expressions shall have the seme meaning s# in the Companies Act, 1956 Ml, PRIVATE COMPANY ‘The Company Ia a Private Company within the meaning of Section 2 (35) and $ (1) (ill) of the Companies Act, 1956 and accordingly (a) restricts the rights, to trensfer ite shares In the manner ee herein after provided. (©) Limits the number of Its members to 50 (fifty) not Including (9 persona who are in the employment of the company; and (ll) persons who, having been formerly in the employment of the Company, were members of the Company, while In that smploy- ment and have continued to be the members after the employment ceased piovided that where two or more persons hald one of more shares In the Company jointly, they shall, for the purpose of this definition, be treated as # single member, and (oc) prohibits, any invitetion to the publia to subscribe for any shares in, oF debentures of, the Company. The business of the Company shall commance soon after its Incorporation. Iv. SHARES The Authoriged Share Capital of tha Company shall be auch amount and D3 divided into such shares es may, from tima to time, ba provided in Clause V of the Memorandum of Association with power ta increase or reduces the cepitel and divide tha shares in the capital of the Company fo! the tim? baing Into Equity Share Capital and Preference Share Capital and te attach thereto respectively eny preferential, qualified or special rights, priviled®s | 91 conditions es may be determined in aceordance with these present &” modify or abrogate any such rights, privi iti ee . privileges or conditions | manner esmay for the time being be permitted by the said ACH (2) (® Scanned with OKEN Scannerfa) The shares shell be at the dispense) of the Board of Droatote and they Shaves at une Bispees may allot or ethorwire dispore of the same te such pareone mt auch Pf the Dirsatere time and on such terme and conditions aa they may think ft and Proper, (Db) The allotment of shaves shall be made by the Board at {te maatings An application signed by sr on behalt of an applicant tor ahe: Company, followed by an allotmant of any aha acceptance of shares within the Meaning of these Aj whe, thus of otherwise, egreos to accept any share: entered in the Register of Manbors ahall for the purpos be 8 shareholder. Inthe — Aecepianes of Shares 4 therein, shall be an and every person nd whose name is | those Articies, MW by the conditions of allatmant of ony shares, the whole er part ofthe — insteimenien shares Smount oF issue price thereof shall be payable by instalments, every — @ beduly pald auch instalment al whon due, be pald to the company by the the person 19 reqiatered holder tore, and legal rapre- ef the share, or his helre sentatives. Every member or hie helm, executo: FEtOrs aBsignews EF other feplee —Lisbility of Mtermbers sentatives, shall pay to Company the portion of the capital reprosented by his share or shares, which may for the time balng remain unpald thereon, in such smounts, at such time of times, and in such manner as the Directors shall, from time to time, in accordance with the Company's regulations, fequire er fix for the payment thereof and so long as any money's 18 due owing and unpaid to the company by any member en any account, such member In default shall net be entitled, at the option of the ‘Directors, to exerciee any rights oF privileges available te him. V, TRANSFER AND TRANSMISSION OF SHARES Withaut prejudice te the provision in Article 11 contained therain no share Franater of Shates ‘shell be transferred te © person who le nots member of the company ao ta othere long as eny person selected by Director ‘ane whom it is desirabla In the Interest of the company to admit to membership Is willing to purchase the same at the fair value as celculeted by the Auditors af the Company, Any share may be transferred | (a) by & member oF other person entitled to transter to any member, Framafer of Shares from member to fb) by amember to any child or lines! descendant, son-in-law, father, — amaere mother, brother, sister, nephew, niece, wife er husband of auch members, @) (® Scanned with OKEN ScannerBireetore may Fetuve teanafer without ‘sanigning any reason Wetien af refuse! When business of the meeting can commence What ua extrar Ordinary Mating Fest Annual Genera! ‘tenting Miatica for Bonsras Chatiomnn of htesting @vorum im testing Prony Number of Directors ndrnin intra to) of death of a member by his hel by the holder of tha Succession Cerlificate to any child ar iin descendant, son-in-law, father, mother, brother, sister, nephew, niece, wiiow or widower of such decoasod member. 12 Subject to Section 111 of the Act. the Board of ditectare may om wien assigning any teaton theraot, reluse registration of any transfer of shores (0 paraon not previously approved by them. But these provisions shall not apply te @ transfer made pursuont ta clause 11 hereof, 13, It tha directors refuse to register trensfer of any share, they shall, sond te the tranafe or notige of the refusal. in accordance with the proviatona of section 111 (2) af the Act Vi. GENERAL MEETING 14. No business shail be transacted at any General Meating unless « quorum of members la present. 15. All General msetings other then the Annual General Mi Extre-Ordinery General Meetings. ing shall be called 16. (s) Subject to the provisions of tha Companies Act, 1956, i ‘the firt Annual Gen Meeting of the company shall be held withia inteen months fram the date of Its Incorp oration, (0) Esch Annual General Mesting after tha First Annual General Mosting of the Company shall be held within six months aftor tha expiry of eech Accounting year ar within such extended time It le approved by the Regiswar of Companies under Section 166 of the Act, 17. Subject fo section 190, 171 and 219 of the Companies Act, 1958, general Tauing shall be convened on not less than 3 (three) daye rotice wo the mombere end the auditors of the Company specitying the place, day 4nd hour of the mesting with statement of the business to be transacted al the meeting, 18 The Chairman of the Board shall be the Chairman 19. Minimum two member in of the Ger ‘al Meeting. ntitled to vote and present In person al I fotre uorum for the Genaral Meating, ™ 20, On poll every member shall have one vote. i ee In respect of share held . Mil. DIRECTORS 41, (a) The number of Directors shall be miniroum two and maximum Twaiva, 4) (® Scanned with OKEN Scanner22.0) ne Ly shall be the firs! Directors of tho Company, namoly :— 4, Mr. Niraj Chandra % Me, Rajeow Aggarwal (i) The Directors shall have the tight to appoint Additional Diractor or Directors within the permissible limit as lald down in Article 21 heroin. 28. Subject to section $13 of the Act, the Company may appoint an Alternate : Director to act a director (hereinafter called “the Original Diroetars") during his absence, for a period of not less than 3 (throo) manths from the State in which meetings of the Board are ordinarily held. An Alternate Director shall not be required to hald any qualification shares. 24. The Directors shall not be required to hold any qualitication shares. 25, Subject to the provisions of the Companies Act, 1956 and Rules framed thereunder each of the Directors may be paid a sitting fee for each meeting of the Board of Directors attended besides all travelling. hetel and other expenses incurred by him for attending the meeting, end for coming over from his place of residence to the place of the sald meeting as may be decided by the Board in their meating from time to time. £6. The Directors may meet together tor the cespatch of business. adjourn and otherwise regulate their meetings as they may think fit, subject to the provisions of Sections 285 to 288 of the Companies Act, 1956. 27. Hany Director, subject to Section 314 of the Companies Act, 1956, being willing shall be called upon to perform extra services or to make any special exertion, for the purpose of tha Company, the Company may remunerate such Director either by a fised sum or at a percentage of profit or otherwise as may be determined by the Board and such remu- neration shall be in addition ta his remuneration above provided. 28. Except @ resolution which the Companies Act, 1986, requires It specitt- cally to be passed in a Board of Directors Meeting a resolution determined by majority without any meelirg of Directors and evidence by writing to have been circulated amongst all the Directors shall be as velid and effective as a resolution duly passed at a meeting, by the Directors, subjoct to the provisions of Section 289 of the Companies Act, 1956. 99. The Chairman of the Board shall take the Chair at every meeting of the Board o! Directors. If at any meeting the Chairman ts not present within 80 minutes after the time appointed fer holding the mocting the other Directors present may choose one of hem to bo chairman of the meeting. Vill. POWERS OF DIRECTORS 30. Subject to Section 197 A of the Act, the Directors may appoint, from time to time, any one of them as Managing Director on such remuneration, terms and conditions as they may think fit and proper and may remove him and appoint some other Olrector In his place as, Managing Directors if the a in their meeting so desire. (3 Flint Diractora Appointenant of Birostaes 0 Dirsiars aio Dieter not to holt qualification shares Romunoration of Divectors Meoting of Directors Directors may per- form extra service Resolution by Cirautation Chaliman Managing Director (® Scanned with OKEN ScannerFisaral Yes ba Se 3M. The Boerd of Directere of the Company «shall exercise the following Sheed by, Beare a powers on Behalf of the Company and It ahall do so and only by means of eet fa resolution prased at meeting of the Boatd + {a} the power to make calle shareholders In respact of money unpeld ‘on tt shares 1b) the powar to issue dabenture ritul (®) the power to borrow money otherwise than on del (4) the power to Invast the funds of the Company ; and {e) the powers to m 32. Subject to sections 197 A and 383 A of the Ac a Manager Seen eames ‘or Secretary may be sppointed by the Board on such terms, atauch remuneration and upon auch conditions es It may think fit and any Manager or Secretary 0 appointed may be removed by ths Board, Powers ofDirectors 83. Without prejudice to the general power conferred by these presents, It is hereby expressly declared thet the Ditectorg shall have the following powers Preliminary and (1) To pay the cost, charges and expenses, preliminary and Incidental Incidental expenses: to the promotion, registration and establishment of the Company. Agquire property (i) To take on lease, purchase or otherwise acquire for the Company, gts Property rights er privileges, which the Company is euthorised to acquire, at such price and en such terms and conditions, os they may think fit, Saline dover of (ii) With the consent of the Company in Ganaral Meeting, to sel xchange ropesty OF otherwise dispose of, absolutely of conditionally, all cr any part of property, privileges and undertekings of the Company, upon such terms and conditions and for such eonsidaration, ae they may think fit, Appointment of stati (lv) Te engage and |r discretion remova or suspand manager, agent, officers, clerks, + Servants and other persons employed in or In connection with the Company's ness for permanent, temporery they may, from time to time, think fit and to (® Scanned with OKEN Scannerwh wm vill (x) ” Axl): tll) Yo appoint any person(s) te ba the ai a # aitornay with such powers, authority and dis vested in or exercieable by the Ditector stich terme and conditions, as he may think tt, of the Company From time to time, 10 make arrangements for the management of the affairs of the Company either bi dliferant pare of India or elsawhere, Wh such manner as they may think fl. and te appoint agents and {ix his remuneration and comminsion. To enter Into, catty out, oF rescind ail financial srrangementa with any bank, persons or corporation for or In connection with the Company's business oF affairs and pursuant to or in connection with such arrage- ment to deposit, pledge or hypoth any property of the Company ef documents representing or relating to the same. To make and give reee|pts, remiesiar money payable to the Company and to the slaim Company provided that nodebi dus by @ Director shall be remitted, released or otherwise discharged except with the consent af the Com- pany in General Meeting. To compound and allow time forthe payment or #: ston of sny. debts due ta or bythe Company and to refer any claims or demands by or against the Company to arbitration and ebserve and perform the awards. For end on behalf of tha Company to draw, accept, endoiea, and negotiate all cheques, bills of exchange, promissory notes, hundies, Grafts, and other sec as may be necessary in or for cenying on the affairs of tha Companys institute, ‘conduct, prosecute, datend, compromise, withdraw, and abandon legal proceeding by of against the Company or iis officers er otherwise concerning the affairs of the Company. Subject to Section 282 of the Act, to Invest and deal with any of the money of the Company not Immediately required for the purpose of tha Company upon stich securities (not belng shares in thie Company) of inyestmants and in such mannat as they may think ft and trom, time te time, to ‘eallee such eecurition and Investments. m Allerney‘e aaa Aan Heraneiat arrange: ants Raaevva ant Oiacharge Compounding elaine Accept, andorse shequee MMe Sat Inveatmant ef fonds (® Scanned with OKEN Scannerte tating to Bonk Banturopters fei) Yo nch on baheil of the Company In afl matters relating 12 Denkruptey Sct and insolvency. ur into any eontracts and execute, fexcind oF vary ther end to do-all auch acte, deade and things In the neme and en diant, for ey in relation of the C y av thay consider expe rot ine ters aforensid of atharwiee for the purpose af the Company, Mate: Ita Conteris inv) To negotiate and ent Subject to section GRA and 292 of the Act. end Regulations madg thereunder and directions lesved by the R. B. I. to bovow from any person(s), Company, Bank, financial Inatitutlan or corporation and sacure the peyment of any aum ar auma of money for the business of the Cam. ad to the Company an security oF otherwh arrow ene Ow) pany or may thentaely IX. SEAL Sao tey 4. The Board shall provide forthe asfe custody of the seal of the Company The eeol shall not be affixed to any Instrument except Inthe presence of ong of the Directors who align every Instrument to which the seal of the eompany shell be affixed In his presence, The company shall, however, comply with Rula-6 of the Companies (lesue of Share Certificates) Rules, 1960, X. ACCOUNTS on ef tecounts 38: (8) The Board shall, from tima to tims, determine whether and to what ‘7 member? extont and at what times and places and under what conditions er fagulations the accounts and books of the Company or any of them hall be opened to the inspection of the mambera, not being Dirsstors. {b) Nomember (not being « Director) shell have any right of inspecting any accounts of books of account of tha Company except es conferred by law or authorised by the Board or by the Company in General Meeting. 26. The Directors shai eT Ee ep eee een applicable to's private compeny and the profit end laos accounts, belonce aheot and auditor's report and every other document required by law to be anoexed of attached, ax the caua may be, 1a the Balance Shoot, ae referred to every membe! and debenture holder of the for the debenture holders of the Company at toast 21 "diva betsre “tthe Annual General Maating of the Company ai which thay arate be lal (ay (® Scanned with OKEN Scanner