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MEMORANDUM

AND
ARTICLES OF ASSOCIATION

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COMPANIES ACT, 1956 COMPANIES LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
SAVERA HOTELS LIMITED

I. The name of the company is SAVERA HOTELS LIMITED.

II. The Registered Office of the company will be situated in the state of Tamil Nadu.

III. (A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY


ON ITS INCORPORATION ARE:

1) To carry on the Business of hoteliers, restaurant, café, tavern, beer house, refreshment
rooms on lodge-house keepers, motels, auto courts, holiday camps and apartment
house keepers, licensed victuallers, manufacturers of aerated, mineral artificial waters
and other drinks, purveyors and caterers for public amusement and to the extent
permitted by law, wine, and beer spirit merchants, brewers, masters and distillers.

2) The carry on the business of proprietors of restaurants, refreshment and tea rooms,
cafes and milk and snack bars, and as caterers and contractors in all its respective
branches, bakers, confectioners, tobacconists, butchers, fishmongers, milk sellers,
dairymen, grocers, polluters, greengrocers, farmers, ice merchants and ice-cream
makers.

3) To buy, sell, refine, prepare, grow, import and deal in provisions of all kinds, both
wholesale and retail and whether solid or liquid.

4) To build, make, construct, purchase, equip, maintain and improve, alter, lease and
work concert halls, ball room and music halls, cinema theatres, lodging restaurant

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houses, chattels, cottages, et., and provide them with television, radio, gramophone
and other amusements.

5) To invest in and/or promotor and/or establish in its own name or as holding company
or as a subsidiary company or otherwise as per applicable law to carry on business of
educational institutions having hotel, tourism, catering and allied related courses.

6) *To carry on the business of farming, agriculture, horticulture, floriculture,


sericulture, dairies, cultivators of all kinds of flowers including coronation,
decoration, ornaments and otherwise, food grains, seeds, fruits and proprietors of
orchard and traders, exporters and sellers of and dealers in products of farming,
agriculture, horticulture, floriculture, sericulture, dairies and pisciculture and
manufacturing of any product from above and any kind or nature whatsoever process
and preparations of every kind and description.

7) *To extract by-products and derivatives, whether edibles, pharmaceuticals, medical or


of any kind or nature whatsoever and including all related preparations of every kind
and description from farming, agriculture, horticulture, floriculture, sericulture, and
dairies.

8) *To carry on the business of manufacture of and trading in preserved, dehydrated,


canned or converted agricultural products, horticulture products, floriculture products,
sericulture products and dairy products and articles and other derivatives of all kinds
and description.

9) *To import, develop, grow, cultivate, multiply, build nurseries, hardening facilities,
green-houses, other infrastructure to store, pack, transport, distribute, sell, export
tissue culture plantlets in both in vitro condition and in hardened condition and
products of all kinds and varieties of farming, horticulture, floriculture, sericulture,
dairies including forestry products, plantation and non-plantations crops.

10) *To cultivate lands for agricultural produce, horticulture produce, to carry on and
work the business of cultivators, winners and buyers of every kind of vegetables,
mineral or other produce of the soil, to prepare manufacture and render marketable

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any agro produce such as rice, wheat, pulses, chillies, garlic, soap nut, turmeric, edible
and non-edible oil seeds, oil, oil cakes, spices like cloves, cardamom, coriander,
pickles, powders of any or a combination of any of the above items such as curry
powder, chillies powder, turmeric powder and masala ingredients, either in its
prepared, manufactured or raw state and either by wholesale or retail business and in
India or abroad.
11) *To carry on business of manufacturers of and dealers in containers, boxes, packings,
Packages, wrappings, wrappers, receptacles, bottles, corks including tin plate crown
corks, crates and containers of all kinds made of paper, board, plastic, metal, glass,
veneers and other materials synthetic or natural.

12) *To develop the land for Resorts, Farm Houses or cottages by providing roads, and
water and sell the same and to erect and construct resorts, farm houses, cottages or
works of every description on any land of the company or upon any other such lands
or immovable property and to pull down, rebuild, enlarge, alter and improve such land
into roads, streets, squares, gardens and such other conveniences related thereto deal
with and improve the immovable property of the company or any other such
immovable property of all types.

13) *To purchase, sell, develop, take in exchange, or on lease, hire or otherwise, acquire,
whether for investment or sale, or working the same, any real or personal estate
including lands, mines, business, buildings, cottages, fats, apartments, shops, depots,
warehouses, mineral rights, concessions, privileges, licences, easement, residential
and/or commercial or interest in or with respect to any property whatsoever for the
purpose of the company in consideration for a gross sum or rent or partly in one way
and partly in the other or for any other consideration and to carry on business as
properties of fats and buildings and to let on lease or otherwise apartments therein and
to provide for the conveniences commonly provided in flats, suites and residential and
business quarters.
(Ⅲ(A) (6) to (13) – included in the object clause as approved by the shareholders through
postal ballot on 31.12.2005)

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(B)THE OBJECTS INCIDENTAL OR ANCILLARY TO ATTAINMENT
OF THE MAIN OBJECTS ARE:

1) To carry on business as proprietors and manager of pleasure grounds and places of


amusement, recreation, sport, entertainment and instruction of all kinds, proprietors of
motor and other vehicles, garage proprietors, dealers in curios, travel agents, agents
for carriers, railway, shipping and airplane companies and theatrical and opera box
which can be proprietors, entrepreneurs and general agents conveniently carried on
with the main business of the company.

2) To establish and provide all kinds of conveniences and attractions for customers and
others and in particular reading. writing and smoke rooms, lockers And safe deposits,
telephones, telex and telegraphs, club, stores and shops.

3) To buy, sell import, produce, manufacture or otherwise deal in food and food
products, meat, groceries, fruits, biscuits, confectionery, linen, furniture and
furnishings and other articles required in connection with the main business and to the
extent permitted by law in wine, spirit, beer and alcoholic beverages.

4) To carry on all or any of the business of dairymen, cheese, butter, egg, pork-pie and
sausages manufacturers and merchants, poultry and livestock breeders, bakers,
confectioners, refreshment contractors, farmers, grocers and general provisions
merchants and dealers for the purpose of the main business of the company.

5) To carry on the business of launderers, cleaners, dry cleaners and carpet beaters and to
carry on the business of repairing all articles sent for cleaning or beating in connecting
with the main object.

6) To manufacture, buy, sell, improve, treat, preserve, fine, aerate, mineralise, bottle and
otherwise deal in mineral and waters and other liquids of every description.

7) To present, produce, manage, conduct and represent and theatre, music hall, or place
of amusement or entertainment, such plays, dramas, commodities, operas, burlesques,

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pantomimes, revues, promenade and other concerts, musical and other pieces, ballets,
shows, exhibition's variety and other entertainment as the company from time to time
think fit.

8) To purchase, undertake, or otherwise acquire all or any part of the business, property,
goodwill and assets of any person, firm or company, or society and as part of the
consideration for such purchase to undertake all or any of the liabilities of the
aforesaid person, firm or company or society, and to pay for any such purchase, or
acquisition either in cash, shares, or securities, which the company has power to issue,
or partly in one more and partly in another or in such other way as the company may
determine, to conduct and carry on, wind up any such business, to amalgamate with
any other company to enter into partnership or any arrangement for joint adventure,
reciprocal concession, or otherwise or for limiting completion, or for mutual
assistance with any or any of the acts and things aforesaid or property or business
acquired, any shares, debentures or securities that may be agreed upon, and to hold
sell, reissue, with or without guarantee, mortgage, or otherwise deal with any shares.
debentures or securities so received.

9) To purchase, take on lease, hire, exchange or acquire by way of rent, concession or


license, or otherwise, any movable or immovable property including lands, factories,
works, building, water rights, casements and other privileges and rights relating to
immovable property, machinery, plant, stock in-trade, trademarks, patents and any
rights and privileges which the company may think for or convenient for the purposes
of its objects.

10) To sell, lease, mortgage, charge, transfer, assign, exchange, hire, dispose of, turn into
account, manage, improve and otherwise deal with all or any part of the property,
movable or immovable, and rights of the company.

11) To erect, construct, enlarge, lay down, alter, maintain, improve develop or otherwise
deal with any buildings, sheds, stores, godowns, shops, cooly lines office and staff
quarters, bungalows, reservoirs, watercourses, factories, transports, bridges, etc., that
are necessary or convenient for the company's business or may seem calculated

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directly or indirectly to advance or otherwise take part in the construction,
improvement, maintenance, management, carrying out or control thereof.

12) To guarantee the payment of money secured by or payable under or in respect of


bonds, debentures, debenture stocks, contracts, mortgages, charges, obligations, and
securities of any company or of any authority or of any persons whomsoever.

13) To open banking accounts and draw, make, accept, endorse, negotiate discount and
execute cheques, promissory notes, bills of exchange, charter parties, bills of lading,
hundis, warrants, debentures, and other negotiable or transferable instruments.

14)To borrow money on such terms as may seem expedient for financing the business of
the company and secure the repayment of moneys borrowed in such manner as the
Company shall think fit, and in particular by the creation of any mortgage or charge
upon all or any of the property or assets of the Company, whether movable or
immovable, or by the issue of debentures, or mortgage debentures, debentures stock,
perpetual or otherwise, charged upon all or any of the Company's property including
its uncalled capital and upon such terms as to priority or otherwise as the Company
shall think fit, and to purchase, redeem or pay off such debentures, mortgages or
securities.

15) To promote or finance, or assist in the promoting or financing of any business


undertaking, manufacture, or industry, either through the instrumentally of syndicates
of otherwise, for all or any of the objects mentioned in this Memorandum or any
extension thereof, and to transfer to any such Company, business or undertaking all or
any of the properties of the Company, and to take or otherwise acquire and hold
shares, debentures, and other securities of any such company, and to subsidies or
otherwise assist the same generally and to undertake, perform and carry out any
transaction or operation commonly carried on.

16) To invest and deal with moneys of the Company in such manner as may from time to
time be determined by the Company, and to advance and lend moneys upon such
security as may be thought fit, or without security with power in particular to take or
otherwise acquire and hold shares, debentures, debenture stock, bonds or other

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securities of any person, firm or company or of any Government, State, Municipal,
Local or other Authority.

17) To acquire by subscription, purchase or otherwise and to accept and take hold and sell
shares or stock in any company, society or undertaking.

18) To purchase or otherwise acquire all or any part of the business, property and
liabilities of any company, society, partnership or person formed for all or any one of
the or purposes within the objects of this Company, and to conduct and carry liquidate
and wind up any such business.

19) To enter into partnership or enter into any arrangement for sharing profits, union of
interests, cooperation, joint adventure or reciprocal concession with any person or
company carrying on or engaged in or about to carry on or engage in any business or
transaction capable of being conducted so as directly or indirectly to benefit the
Company.

20) To apply for and take out, purchase or otherwise acquire any designs, trademarks,
patents, patent rights or invention, copyright or secret processes which may be useful
for the company's objects and to grant license to use the same.

21)To provide for the welfare of persons in the employment of the Company or formerly
in the employment of the Company or its predecessors in business and the wives,
widows and families of such persons, by grants of money, pensions, gratuity or other
payments and by providing or subscribing towards places of instruction and recreation
and hospitals, dispensaries, medical and other attendance, and other assistance as the
company shall think fit, and to form, subscribe to or otherwise assist any charitable,
benevolent, religious, scientific, national or other institutions or objects.

22) From time to time to subscribe or contribute to any charitable, benevolent or useful
object of a public character, the support or contribution to which will, in the opinion
of the Company, tend to increase its repute or popularity among its employees, its
customers and/or the public.

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23) To establish, promote or otherwise asset and company or companies for the purpose
of acquiring any of the property or furthering any of the objects of this Company.

24) To pay all costs, charges, and expenses incurred or sustained in or about the
promotion and establishment of the Company, or which the company shall consider to
be in the nature of preliminary expenses including therein the cost of advertising,
commission for underwriting brokerage, printing and stationery, legal and other
expenses attendant upon the formation of the Company and of agencies and local
boards.

25) Upon any issue of shares, debentures or other securities of the Company, to employee
brokers, commission agents and underwriters, and to provide for the remuneration of
such persons for their services by payment in cash, or by the issue of shares,
debentures or other securities of the company or by the granting of options to take the
same or in any other manner allowed by law.

26) To constitute, maintain, control, administer and dispose of reserve and other funds and
generally to pay dividends, bonuses, commissions, pensions, gratuities, honoraria, and
to distribute any assets of the Company in specie among members of staff or others as
allowed by us.

27) To accept stock or shares, in or the debentures, mortgage debentures or other


securities of any other company in payment or in part payment for any services
rendered or for any sale made to or debt owing from any such company.

28) To sell or dispose of the Understanding of the Company or any part thereof for such
consideration as the Company may think fit and in particular for the shares or
debentures of any other company.

29) To procure the Company to be registered in any foreign country or place.

30)To establish branches, deposits, factories, etc., whatever it may be considered


necessary, whether in the union of India or outside and to carry on the business of the
company at such place or places.

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31) To appoint, employ, engage, maintain, remunerate, hire or dismiss manager,
superintendents, Assistant, secretaries or other officers, clerks, coolies and other
servants and labourers, attorneys, lawyers, technical and scientific experts as may be
necessary and expedient for the successful carrying out of the business of the
company and to determine and specify their powers, duties, salaries and to revoke,
suspend or dismiss any appointment at will.

32) To adopt such means of making known the business of the Company as may seem
expedient and in particular by advertising in the press, by circulars, by purchase and
exhibition of works of art or interest, by publication of books, periodicals and
pamphlets and granting prizes, rewards and donations.

33) To distribute in specie or otherwise as may be resolved any assets of the Company
among its members, and particular the shares, debentures, or other securities of any
other company formed to take over the whole or any part of the assets or liabilities of
this company and

34) To insure all or any stock trade, plant and machinery, office and other property and
assets of the Company against loss or damages however caused.

(C)THE OTHER OBJECTS NOT INCLUDED (A) AND (B) SUPRA ARE:

1) To carry on the business of importers and exporters and dealers of all kinds of
merchandise, raw materials, manufactured goods, material and produce of every
description and to carry on business as commission agents, forwarding agents and
general merchants.

2) To purchase or otherwise acquire lands, houses, offices, workshops, buildings, and


premises and any fixed and movable machinery, tools, engines, boilers, plants,
implements, patterns, stock-in-trade, patents and patent rights convenient to be used in
our about the trade or business of the company.

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IV. The liability of the members is limited.
We, the several persons whose names and address are subscribed, are desirous of being
formed into company in pursuance of this Memorandum of Association and we respectively
agree to take the number of shares in the capital of the company set out opposite to respective
names.

Sl. Name, Address, Description and Number of shares taken Signature


no Occupation of the Subscribers by each Subscriber
1 A. Venkatkrishna Reddy 50 (Fifty Sd/-
S/o Late. A Jayarami Reddy shares)
36, Prithvi Avenue
Madras- 600018
2 A. Shymasundara Reddy 50 (Fifty Sd/-
S/o Late. A Jayarami Reddy shares)
Bazaar Street,
Gudur, Nellore Dist. (A.P)
3 M. Ramaraghava Reddy 50 (Fifty Sd/-
S/o Late. M. Darasaradharmi shares)
Reddy
Janakirampet,
Gudur, Nellore Dist. (A.P)
150 Shares
Total (Total One Hundred and
Fifty Shares)

Total shares taken 150 (One Hundred and Fifty Only) shares of Rs.100 each.

Date the 1 November 1969.

Witness to the above signature

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Sd/
C.V.Narasimhan
S/o. Late Sri. N.C.Venkatachari
Accountant
Savera Hotel
Mylapore, Madras - 600 004.

V. The share capital of the company is Rs.7,00,00,000 divided into 70,00,000 equity
shares of Rs.10/- each with power however to the company to increase or reduce the
capital of the Company and to divide the shares in the capital for the time being into
several classes and to attach thereto respectively and preferential, qualified or special
rights, privileges or conditions and to vary, modify or abrogate any such rights,
privileges or conditions.

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ARTICLES OF ASSOCIATION
OF
SAVERA HOTELS LIMITED

1. In so far as these Articles do not exclude or modify regulations contained in Table A in


the 1st Schedule of the Companies Act, those regulations so far as applicable shall
apply to this Company.

INTERPRETATION

2. In the interpretation of these Articles of the following words and expressions, wherever
used, shall have the meanings assigned to them herein below unless repugnant to the
subject or the context thereof.

"THE ACT" means the Companies Act, 1956, or statutory modification or


reenactment thereof.

"BOARD" OR THE "BOARD OF DIRECTORS" means as the case may be the


Directors of the Company referred to collectively or a meeting of the Directors duly
called and constituted or the Directors assembled at the Board or the requisite number
of Directors entitled to pass a Circular Resolution in accordance with these Articles.

"THE COMPANY" or "THIS COMPANY" means 'Savera Hotels Limited'

"DIRECTOR" means any person elected or appointed as a Director of the Company.

"MEMBER" means a duly registered shareholder from time to time of the Company
but does not include the bearer of a Share Warrant.

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"PERSONS" includes individual Society, association of persons, company, body
corporate and corporation.

"WRITING" means words written or printed or partly printed or partly written or


lithographed or cyclostyled or typewritten or by other mode or modes of representing
or reproducing words in a visible form.
.
SHARE CAPITAL AND VARIATION OF RIGHTS

3. The Authorised Share Capital of the Company is only) divided Rs.7,00,00,000/-


(Rupees Seven crore into 70,00,000 equity shares of Rs.10/- (Rupees ten only) each.

4. The rights conferred upon the holders of the shares of any class issued with preferred
or other rights shall not, unless otherwise expressly provided by the terms of issue of
the shares of that class, be deemed to be varied by the creation or issue of further
shares ranking pari passu therewith.

5. 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 may be specified in the
resolution.

The Company may by ordinary resolution:

a) Increase its share capital by such amount as it thinks expedient by issuing new
shares.

b) Consolidate and divide all or any of its share capital into share of a larger amount
than its existing shares.

c) Convert all or any of its Fully Paid Up Shares into stock and re-covert that stock
into fully paid up shares of any denomination.

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d) Sub-divide its shares, or any of them into shares of smaller amount than is fixed
by the Memorandum, so however, that in the sub-division the proportion between
the amount paid and the amount, if any unpaid on each reduced share shall be the
same it was in the case of the share from which the reduced share is derived.

e) Cancel shares which, at the date of the passing of the Resolution in that behalf,
have not been taken or agreed to be taken by any person and diminish the amount
of its share capital by the amount of the shares so concealed.

8.The Company may, by a Special Resolution reduce in. any manner and with subject to
any incident authorised and consent required by law.

a. its share capital


b. any capital redemption reserve account
c. any share premium account

8. a. FURTHER ISSUE OF SHARES

1. Where at the time after the expiry of two years from the formation of the company or
at any time after the expiry of one year from the allotment of shares in the Company
made for the first time after its formation, whichever is earlier, it is proposed to
increase the subscribed capital of the Company by allotment of further shares whether
out of the unissued capital or out of the increased share capital.
2. Nothing in sub-clause (c) of (1) hereof shall be deemed;

8 b. SHARES AT THE DISPOSAL OF THE DIRECTORS

Subject to the provisions of section 81 of the Act and these Articles, the shares in the capital
of the Company for the time being shall be under the control of then Directors who may
issue, allot or otherwise dispose of the same or any of them to such persons, in such
proportion and on such terms and conditions and either at a premium or at par or (subject to
the compliance with the provisions of section 79 of the Act) at a discount and at such time as
they may from time think fit and with the sanction of the company to call for any shares

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cither at par or premium during such time and for such consideration as then Directors, think
fit, and may issue and allot shares in the capital of the Company on payment in full or part of
any property sold and any services transferred or for rendered to the company be in the
conduct of its business and any shares issued as fully paid up shares and if so issued, shall be
deemed to be fully paid shares. Provided that option or right to call of shares shall not be
given to any person or persons without the sanction of the General Meeting.

COMMISSION AND BROKERAGE

9. a. The company may exercise the powers of paying commissions conferred by section76
provided that the rate percent, or the amount of the commission paid or agreed to be paid
shall be disclosed in the manner required by that section.

b. The rate of commission shall not exceed the maximum percentage provided for in the
section 76 of the Act or any statutory modifications thereof.

c. The commission may be satisfied by the payment of cash or the allotment of fully or
partly paid shares or partly in the one way and partly in the other

d. The company may also, on any issue of shares, pay such brokerage as may be lawful.

CERTIFICATES

ISSUE OF NEW CERTIFICATE IN PLACE OF ONE


DEFACED,LOST OR DESTROYED
10.Every share certificate shall be issued under the common seal of the company and in
accordance with the companies issue of share certificates rules 1960 or any modifications
thereof for time being in force.

12.No fees shall be charged:

a. For registration of transfers, or sub divisions and consolidation of certificates


and for sub-divisions of letters of allotment renounceable letters of right and split
consolidation renewals and transfer into denominations of the market lot of trading.

b. For issue of new certificates in replacement of those which are old, decrepit or
worn out or whether the cages on the reverse for recording transfer have been fully
utilized.

c. For registration of any powers of attorney probate, letters of administration or


similar other documents.

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CALL OF SHARES
13.The board, may from time to time, make calls upon the members in respect of money
unpaid on their shares (whether on account of the nominal value of the shares or by way of
premium) and not by the conditions of allotment thereof made payable at fixed times.

14.a. The company shall give to its members atleast thirty days notice, specifying the time or
times and place of payment, and each member shall pay to the company, at the time or times
and place so specified, the amount called on his shares.

b. Joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.

PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST

15a. The Directors may, if they think fit, subject to the provisions of Section 92 of the Act,
agree to and receive from any member willing to advance the same whole or any part of
the moneys due upon the shares held by him beyond the sums actually called for, and
upon the amount so paid or satisfied in advance, or so much thereof as from time to time
exceeds the amount of the calls then made upon the shares in respect of which such
advance has been made, the company may pay interest at such rate, as the member paying
such sum in advance and the Directors agree upon provided that money paid in advance to
calls may shall not conform a right to participate in profits or dividends. The directors at
any time repay the amount so advanced.

The members shall not be entitled to any voting rights in respect of the moneys so paid by
him until the same would but for such payment, become presently payable.

The provisions of these Articles shall mutatis mandits mantis apply to the calls on
debentures of the Company.

THE BOARD
16. a. may, it if thinks fit, receive any member willing to advance the same all or any part of
the monies uncalled and unpaid any shares held by him and

b. Upon any of the money so advanced may (until the same would, but for such advance,
become presently payable) pay interest at such rate as may be agreed upon between the
Board and the member paying the sum in advance.

c. No such sum, paid in advance of calls, entitles the member paying such sum to any
portion of a dividend in respect of any period prior to the date upon which such sum would
but for such payment become presently payable.

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d. No member shall be entitled to any voting rights in respect of the monies so paid by him
until the same would but for such payment. become presently payable.

COMPANY’S LIEN ON SHARE/DEBENTURES

17. The Company shall have a first and paramount lien upon all the shares/debentures
(Other than fully paid-up shares debentures ) registered in the name of each member
(whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys
(whether presently payable or not) called or payable at a fixed time in respect of such
shares debentures and no equitable interest in any share shall be created except upon he
footing and condition that this Article will have full effect. And such lien shall extend to
all dividends and bonuses from time to time declared in respect of such shares debentures.
Unless otherwise agreed the registration of a transfer of shares debentures shall operate as
a waiver of the Company's lien if any, on such shares debentures. The directors may at any
time declare any shares/debentures wholly or in part to be exempt from the provisions of
this clause.

18. The net proceeds of any such sale shall be received by the Company and applied m or
towards payments of such part of the amount in respect of which the lien exists as is
presently payable and the residue, if any shall (Subject to a like lien for sums not presently
payable as existed upon the shares, before the sale) be paid to the person entitled to the
shares at the date of the sale.

19. If any member fails to pay any call or instalment of a call on or before the day
appointed for the payment of the same, the Board may, at any time thereafter during such
time as the call or instalment remains unpaid, serve a notice on such member requiring
him to pay the same, together with any interest that may have accrued and all expenses
that have been incurred by the Company by reason of such non-payment.

TRANSFER AND TRANSMISSION OF SHARES


20.a. The shares in the company shall be transferred by an instrument in writing in Form:
No.7B set forth in Annexure A to the Government(s) General Rules and Companies (Central
Forms 1956 or in such other form as may be prescribed from time to time. The Instrument of
stamped and shall be in transfer shall be duly respect of only one class of shares.

b. Every instrument of transfer shall, before it is signed by or on behalf of the transferor


and by or on behalf of the therein, be presented to transferee and before any entry is made
such authority as the Central Government may, from time to time, appoint in that behalf
for being stamped or otherwise endorsed thereon the date on which it is so presented.

c. Every instrument of transfer shall, after it is duly stamped, and on behalf of the executed
by or transferor and the transferee and completed in all delivered to the respects, be
company along with the within such time certificate relating to such shares, from the date
of such presentation as may be the Act or within prescribed by Government under such the
extended period as may be granted by the Central Provisions of this Act.

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d. . The transferor shall be deemed to remain the holder of share until the name of the
transferee is entered in the Registrar of members in respect thereof.

e. The company shall not register a transfer of shares of the company, unless a proper
instrument of transfer fully stamped and executed by or on behalf of the transferor and
transferee specifying the same, address and occupation, if any of the transferee has been
delivered to the company along with the certificate relating to the shares or debentures or
if no such certificate is in existence, along with the letter of allotment of shares provided
that where on an application made in Witing to the company by transferee and bearing the
stamp equipped for an instrument of transfer, it is proved to the satisfaction of the Board
of Directors that instrument of transfer signed by or on behalf of the transferor and the
transferee has been lost, the company may register the transfer on such terms as to
indemnity or otherwise as the Board may think fit.

INSTRUMENT OF TRANSFER

f. The instrument of transfer shall be in writing and all provisions of Section 108 of the
Companies Act, 1956 and statutory modification thereof for the time being shall be duly
complied with in respect of all transfer of shares and registration thereof.

NO FEE ON TRANSFER OR TRANSMISSION

g. No fee shall be charged for registration of transfer, transmission, probate, succession


certificate and Letters of administration, Certificate of Death or Marriage, Power of
Attorney or similar other document.

DIRECTORS MAY REFUSE TO REGISTER TRANSFER

21. Subject to the provision of Section 11l of the Act and Section 22A of the Securities
Contracts (Regulations) Act, 1956, the Directors may, at their own absolute and
uncontrolled discretion and by giving reasons, decline to register or acknowledge any
transfer of shares whether fully paid or not and the right of refusal, shall not be affected by
the circumstances that the proposed transferee is already a member of the Company but in
such cases, the Directors shall within one month from the date on which the instrument of
transfer was lodged with the company send to the transferee and transferor notice of the
refusal to register such transfer provided that registration of transfer shall not be refused
on the ground of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except when the company
has a lien on the shares. Transfer of shares/debentures in whatever lot shall not be refused.

22.. All instruments of transfer which shall be registered, shall be Company, but any
retained by the instrument of transfer which the Directors may decline to shall be returned
to the register person depositing the same. Every instrument of transfer which is registered
shall remain in the custody of the Company until destroyed by order of the Board.

19
23. a. On the death of a member, the survivors where the member was a joint holder, and
his legal representatives where he was a sole holder shall be the only persons recognised
by the company as having any interest in the shares.

b. Nothing in clause (a) shall release the estate of the deceased joint holder from any
liability in respect of any shares which had been jointly held by him with other persons.

24. a. Any person becoming entitled to a share in consequence of the death or lunacy or
insolvency of a member may, upon such evidence being produced as may from time to
time properly be required by the Board and subject as hereinafter provided, elect either:

i. to be registered himself as holder of the share, or

ii. to make such transfer of the share as the deceased or insolvent or lunatic member could
have made.

b. The Board shall, in either case have, the same right to decline or suspend registration as
it would have had, if the deceased or lunatic or insolvent member had transferred the share
before his death, lunacy or insolvency.

25. 1. If the person so becoming entitled shall elect to be registered as holder of the share
himself, he shall deliver or send to the company a notice in writing signed by him stating
that he so elects.

2. If the persons aforesaid shall elect to transfer the share he shall testify his election by
executing an instrument of transfer of the same.

3. All the limitations, restrictions and provisions of the Articles relating to the rights to
transfer and the registration of transfer of shares shall be applicable to any such notice of
transfer as aforesaid as if the death, lunacy or insolvency of the member had not occurred
and the notice or transfer were a transfer signed by that member.

Dematerialisation of Securities

26.a.Notwithstanding anything to the contrary or inconsistent contained in these Articles,


the Company shall be entitled to Dematerialise its existing securities, rematerialize its
securities, held in the Depositories and/or offer its fresh securities in a dematerialized form
pursuant to the Depositories Act 1996 and the Rules framed there under,

b.Transfer of Securities

Nothing contained in Section 108 of the Companies Act 1956 or these Articles shall apply
to a transfer of securities effected by a transferor and transferee both of whom are entered
as beneficial owners in the records of the depository.

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c.Cancellation of certificates upon surrender by a person

Upon receipt of certificate of securities on surrender by a person who has entered into an
agreement with the Depository through a participant, the Company shall cancel such
certificate and substitute in its record the name of Depository as the registered owner in
respect of the said securities and shall also inform the Depository accordingly.

d.Service of documents

Notwithstanding anything in the Act or these Articles to the Contrary, where securities are
held in a Depository, the records of the beneficial ownership may be served by such
Depository on the Company by means of electronic mode or by delivery of floppies or
discs.

e.Register of transfers

The Company shall keep a Register of Transfers and shall have recorded therein fairly and
distinctly particulars of every Transfer or Transmission of any Securities held in material
form.
GENERAL MEETING

27. All general meetings other than annual general meeting shall be called extra ordinary
general meeting.

28. a. A General meeting of the Company may be called by giving not less than twenty
one day's notice in writing.

b. A General meeting may be called after giving shorter notice than specified in sub clause
(1) if consent in accordance thereto

i. In the case of an annual general meeting by all the members entitled to vote there at and

ii. In the case of any other meeting, by members of the company holding not less than 95
percent of such part of the paid up share capital of the company as given a right to vote at
the meeting.

29. The Company shall in each year hold in addition to any other meetings a general
meeting as its annual general meeting and shall specify the meeting as such in the notice
calling it, and not more than 15 months shall elapse between the date of annual general
meeting of the company and that of the next, provided that so long as the company holds
its first annual general meeting within 18 months of its incorporation it need not hold it in
the year of its incorporation or in the following year. Provided further that the Registrar of
Companies or any other competent authority may extend the time within which any annual
general meeting is held by period not exceeding three months.

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30. a. The Board may, whenever it thinks fit, call an extra-ordinary general meeting.

b. If any time there are not within India, Director capable of acting who are sufficient in
number in form a quorum, any director may call an Extra Ordinary General Meeting in the
same manner as nearly as possible, as that in which such a meeting may be called by the
Board.

c. The Board shall on requisition of such number of members as specified in section 69 of


the Act call an Extra Ordinary General Meeting.

PROCEEDINGS AT GENERAL MEETINGS

31. a. No business shall be transacted at any general meeting unless a quorum of members
is present at the time when the meeting proceeds to business.

b. Save as herein otherwise provided five members present in person shall be a quorum.

c. If within half an hour from the time appointed for holding a general meeting a quorum is
not present, the meeting. if called upon the requisition of members, stands dissolved.

d. In any other case, the meeting shall stand adjourned to the same day in the next week at
the same time and place, or to such other day and at such other time and place as the
Board may determine.

e. If at the adjourned meeting also, a quorum is not present within half an hour from the
time appointed for holding the meeting the members present shall be quorum.

32. The Chairman, is any, of the Board shall preside as Chairman at every General
Meeting of the Company.

33. If there is no such chairman, or if he is not present within fifteen minutes after the time
appointed for holding the meeting or is Meeting or is unwilling to act as Chairman, the
Directors present shall elect one of their number to be Chairman of the Meeting.

34. If at any meeting no director is willing to act as Chairman or if no director is present


within fifteen minutes after the time appointed for holding the meeting, the members
present shall choose one of their number to be Chairman of the Meeting.

35. 1. The Chairman may, with the consent of any meeting at which a present, and quorum
is shall, if so directed by the Meeting adjourn the meeting from time to time and from
place to place.

2. No business shall be transacted at any business adjourned meeting other than the

22
business left unfinished at the meeting from which the adjournment took place.

3. When a meeting is adjourned for thirty days or more notice of the meeting adjourned
shall be given as in the case of an original meeting.

4. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of


the business to be transacted at an adjournment meeting.

36. At any general meeting, a resolution put to the vote of the meeting shall unless a pool
is demanded under section 179 be decided on a show hands.

37. In the case of an equality of votes, whether on a show of hands, or on a poll, the
Chairman of the meeting at which the show of hands takes place, or at which the poll is
demanded, shall be entitled to a second or casting vote.

38. Any business other than that upon which a poll has been demanded may be processed
with, pending the taking of the poll.

VOTE OF MEMBERS

39. Subject to the provisions of the Act and these Articles no members, not personally
present, shall be entitled to vote except on a poll unless such member is a body corporate
present by representative duly authorised under section 187 of the Act in Which case such
representative may vote as if he were member of the Company.

40. Subject the aforesaid provisions and to any rights or restrictions for the time being
attached to any class or classes of shares;

a. On a show of hands, every member present in the person shall have one vote, and

b. On a poll, voting rights of members shall be as laid down in section 87 of the Act.

41. In the case of joint-holders, the vote of the senior who tenders a vote whether in person
or by proxy shall be accepted to the exclusion of the votes of other joint holders. For this
purpose seniority shall be determined by the order in which the names stands in the
register of members.

42. A member of unsound mind or in respect of whom an order has made by any court
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his
committee or other legal guardian, and any such committee or guardian may on a poll,
vote by proxy.

43. No member shall be entitled to vote at any General Meeting if the call money or other
sums presently payable by him have not been paid to the Company in respect of any of the

23
shares held by him whether alone or jointly with any other person.

44. No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered and every vote not
disallowed at such meeting shall be valid for all purposes. Any objection made in due time
shall be referred to the Chairman of the meeting whose determination regarding the
admission or rejection of the vote, shall be final and conclusive.

DIRECTORS

45. Until otherwise determined by the Company in general meeting the number of
Directors shall not be less than three or more than twelve.

46. The First Directors of the Company shall be:

a. SRI A.VENKATAKRISHNA REDDY


b. SRI M.RAMARAGHAVA REDDY
c. SRI.A.SHYAMASUNDARA REDDY

47. A Director need not hold any share qualification.

48. a. Subject to the provisions of the Act no Director shall be disqualified by his office
from holding any office or place of profit under the Company or under any company in
which the company shall be n shareholder or otherwise interested, or from contracting
with the company cither as vendor. Purchaser or otherwise, nor shall any such contract or
any contract of arrangement entered into by or on behalf of the Company in which any
director shall be in any way interested, by avoided, nor shall any director be liable to
account to the company for any profit arising from any such office or place of profit or
realised by any such contract or arrangement by reason only of such Director holding that
office or of the fiduciary relation thereby established.

b. The interested Director shall comply with the provisions of section 297, 299, 300 and
314 of the Act wherever applicable.

c. A Director may resign from the Board by stating so in writing and delivering the same
to the company as required under section 51 of the Act. Such resignation shall take effect
after it is accepted by the Board.

PROCEEDINGS OF THE BOARD

49. A meeting of the Board of Director shall be held at least once in every three months
and at least four such meetings shall be held in every year.

50. a. The Board of Directors may meet for the despatch of business, adjourn and

24
otherwise regulate its meetings, as it thinks fit.

b. A Director may, and the Manager or secretary on requisition of a Director shall, at any
time summon a meeting of the Board.

51. a. Save as otherwise expressly provided in the Act, questions arising at any meeting of
the Board shall be decided by a majority of votes.

b. In case of any equality of votes, the Chairman of the Board, if any shall have a second
or casting vote.

52. The continuing Directors or sole continuing director may act notwithstanding any
vacancy in the Board; but if and so long as their number falls below the quorum fixed by
these Articles for a meeting of the Board, the continuing Directors, or director may act for
the purpose of increasing the number of Directors to that fixed for the quorum or of
summoning a General Meeting of the company but for no other purpose.

53. a. Subject to Article 75, the Board may elect a determine Chairman of the Board and
the period for which he is to hold office.

b. If no such Chairman is within five minutes elected, or if any meeting the Chairman is
not present after the time directors may choose one appointed for holding the meeting, the
of their members to be the Chairman of the meeting.

54. The Chairman of the Board may be paid such remuneration as may be determined by
the Board.

55. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all
the members of the Board or of a Committee thereof, for the time being entitled to receive
notice of a meeting of the Board or Committed, shall be as valid and effectual as if it bad
been passed at a meeting of Board or Committee, duly convened and held.

BORROWING POWERS OF THE BOARD

56. Subject to the provisions of the Act, the Board may exercise all the powers of the
Company to borrow money and to mortgage or charge to undertaking property and
uncalled capital or any part thereof and to issue debentures, debenture stock and other
securities whether outright or as security for any debt liability or obligation of the
company or of any third part.

57. If any uncalled capital of the company is included in or charged by mortgage or other
security, the Board shall, subject to the provisions of the Act and these Articles, make calls
on the members in respect of such uncalled capital in trust for the person in whose favour
such mortgage or security is executed or if permitted by the Act, and with the sanction of

25
the company in general meeting may instrument under company's seal authorise the
person in whose favour such mortgage or security is executed or any other person interest
for him to make calls on the members or security is of such uncalled capital, and the
provisions herein before contained in regard to calls shall, mutatis mutandis, apply to calls
made under such authority, and such authority may be made exercisable either
conditionally or unconditionally and whether presently or contingently and either to the
exclusion of the Board's power or otherwise and shall be assignable if expressed so to be.

58. Whether any uncalled capital of the company is charged, all persons taking any
subsequent charge thereon shall take the same subject to such prior charge and shall not be
entitled by notice to the shareholders or otherwise to obtain priority over such prior
charge.

59. The payment of repayment of money borrowed as aforesaid may be secured in such
manner and upon such terms and conditions in all respect as the Board may think fit and in
particular by a resolution passed at a meeting of the Board (and not by circular resolution)
by the issue of debentures stock of the company charged upon all or any part of the
property of the company (both present and future) including its uncalled capital for the
time being and debentures, debenture stock and other securities may be made assignable
free from any equities between the company and the person to whom the same may be
issued.

TERMS OF ISSUE OF DEBENTURE

60. Any debentures, debenture -stock or other securities may be issued at a discount.
premium or otherwise and may be issued on condition that they shall be convertible into
shares of any denomination and with any privileges and conditions as to redemption,
surrender, drawing, allotment of shares, attending (but not voting) at the General Meeting,
appointment of directors and otherwise Debentures with the right to conversion into or
allotment of shares shall be issued only with the consent of the Company in the General
Meeting by a Special Resolution

POWER OF DIRECTOR

61. Subject to the provisions of the Act, the management and control of the Company shall
be vested in the Board who shall be entitled to exercise all such powers, and to do all such
acts, and things the company is authorised to do; provided that the Board shall not exercise
any power or do any such act or thing which is directed or required by the Act or by any
other statue or by the Memorandum of the Company or by these articles, to be exercised or
done by the Company in General Meeting. Provided further in exercising any such power
or doing any such act or thing the Board shall be subject to the provisions in that behalf
contained in the Act, or in any other statue or in the Memorandum of the Company, or in
these articles, or in regulations not inconsistent there with and duly made by the Company

26
in general meetings but not such regulation shall invalidate any prior act of the Board
which would have been valid if that regulation had not been made.

62. Subject to the provisions of the Act, the Board may, from time to time, as, it may think
fit, delegate to the Managing Director all or any of the powers hereby conferred upon the
Board, other than the powers to make call on members in respect of money unpaid on their
shares and to issue debentures.
.
63. The meetings and proceedings of any such committee consisting of two or more
members shall be governed by the provisions herein contained for regulating the meeting
and proceedings of the Board so far as the same are applicable thereto and are not
superseded by any regulations made by the Board under the last proceeding articles.

64. All acts done by any meeting of the Board or of a Committee or by any persons acting
as a Director shall, notwithstanding that it shall afterward be discovered that there was
some defect in the appointment and continuance in office of such director or persons or
that they or any of them were disqualified or had vacated office or were not entitled to
vote be a valid as if every such person had been duly appointed or had duly continued in
office was qualified and continued to be a director or officer and was entitled to vote and
had not vacated his office or his appointment had been terminated provided that nothing in
this Article shall be deemed to give validity to acts done by a director or officer after his
appointment has been shown to the Company to be invalid or to have been terminated.

65. Without prejudice to the general powers and other powers conferred by these presents
It is hereby expressly declared that the Board shall have the following powers that is to
say, power:

a. to pay the costs charges and expenses preliminary and incidental to the promotion,
formation establishment and registration of the company.

b. To purchase or otherwise acquire for the company any property rights or privileges
which the Company is authorised to acquire at such price and generally on such terms and
conditions as they think fit.

c. At their discretion to pay for any property, rights or privileges acquired by or services
rendered to the company either wholly or partially in case or n shares, bonds,
debentures or other securities of the Company and any Such shares may be paid
issued either as fully paid up or with such amount credited as up thereon as may be
agreed upon, and any such bonds debentures or other securities may be either
property of specifically charged upon all or any part of the Company and its
uncalled capital or not so charged.

d. To secure the fulfilment of any contracts or agreements entered into by the Company by
mortgage pledge, hypothecation or charge of all or any of the property of the company and
its uncalled capital for the time being or in such other manner as they think ft

27
e. To refer any claim to demands by or against the company to arbitration and observe
and perform the awards.

f. To make and give receipts releases and other discharges for money, payable to the
company and for the claims and demands of the company.

i. From time to time provide for the management of the affairs of the company
abroad in such manner as they think fit and in particular to appoint any
person to be attorneys or agents of the company with such powers
(including power to sub-delegate) and upon such terns as may be thought
fit.

66. The Board may appoint, at any time and from time to time, by a power of attorney,
under the company's seal, any person to be the attorney of the company for such purpose
and with such power, authorities and descriptions not exceeding those vested in or
exercisable by the Board, or by Act or by Memorandum or by these Articles and for such
period and subject to such conditions as Board may, from time to time, think fit, and any
such power of attorney may contain such provisions for the protection and convenience of
persons dealing with such attorney, as the Board may think fit.

67. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for money paid to the Company, shall be signed, drawn,
accepted, endorsed or otherwise executed as the case may be, by such persons and in Such
manner as the Board shall from time to time by resolution determined.

68. The Board shall have power at any time and from time to time to appoint a person and
full a casual vacancy in the office of any director appointed by the Company in general
meeting. Any person so appointed shall hold office only up to the date up to which the
director in whose place he is appointed would have held office if it had not been vacated.

69. The Board shall have power at any time and from time to time appoint an alternate
director to act for director during his absence for a period of not less than three months
from the state in which meeting of the board are ordinarily held and the provisions of
section 313 shall accordingly apply. The alternate director shall ipso facto vacate the
office if the absent director vacates office as Director.

APPOINTMENT OF MANAGING DIRECTOR(S)

70. The Board may, at any time, subject to approval of Central Govt. where necessary,
appoint one or more of its directors as Managing Director(s) of the Company for such
period and on such terms and conditions, as the Board thinks fit and subject to the terms of
any agreement entered into in any particular case may revoke such appointment. The
Board may also designate them as Joint Managing Director(S) or by any other designation.

71. The Managing Director shall not be liable for retirement by rotation so long as he

28
holds office as Managing Director but his appointment shall be automatically terminated if
he ceases from any cause to be a Director.

72. The Managing Director shall subject to the provisions of the Act and subject to such
sanction by the Central Government where necessary, receive such remuneration (where
by way of salary, commission or participation in profits, or partly in one way and part in
another) as the Company in general meeting may from time to time determine.

POWERS OF MANAGING DIRECTOR(S)

73. The Board may entrust to and confer upon a Managing Director any of the powers
exercisable by and upon terms and Conditions and with such restrictions as they may think
fit and either collaterally with or to the exclusion of their own powers and may from time
to time revoke, withdraw, alter or vary all or any of such powers.

REMUNERATION OF DIRECTORS

74. Every director shall be entitled to receive out of the funds of the company by way of
sitting fees, as per the provisions of the Act or Rules, from time to time for every meeting
of Board or any committee thereof attended by him. Any Director shall be entitled to be
paid their travelling, hotel and other out of pocket expenses incurred in connection with
their attending the Board and Committee meetings or otherwise incurred in the execution
of their duties as Directors.

75. The Managing Director(s) whole time Director(s) shall be paid such remuneration as
the Company in the General meeting shall determine subject to the approval of the Central
Government wherever necessary.

SEAL

76. a. The Board shall provide a common seal of the company and shall provide Tor its
safe custody. The Board shall have power from time to time to destroy the same and
substitute a new seal in lieu thereof.

b. 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 authorised by it in that behalf
and except in the presence of at least two Directors and of the Secretary or such other
person as the Board may appoint for the purpose and such directors and the secretary or
other person as aforesaid shall sign every instrument to which the seal of the Company is
so affixed in his presence.

DIVIDENDS

77. The Company in General meeting may declare dividends but no dividends shall

29
exceed the amount recommended by the Board.

a. Unless otherwise directed, any dividend may be paid by cheque or warrant or by a pay
slip or any instrument having the force of cheque or warrant sent through post to the
registered address of the member or person entitled or in case of joint holders to one of
them, first named in the Register in respect of joint holding or to such person and to such
a7ddress as the shareholders or the joint shareholders may in writing direct. Every such
cheque or warrant shall be made payable to the person of who it is sent. The Company
shall not be responsible for the loss of any cheque, dividend warrant or pay slip or receipt
sent by post in respect of dividends of the registered address or addresses communicated
to the office beforehand by the forged endorsement of any cheque or warrant or fraudulent
encashment thereof by any other means.

78. The Board may retain any dividend or other moneys payable on or in respect of a share
on which the Company has a lien and may apply the same in or towards satisfaction in the
debts/liabilities in respect of which the lien exists.

CAPITALIZATION OF PROFITS

79. a. The Company in General Meeting may, upon the recommendation of the Board
resolve.

i. That it is desirable to capitalise any part of the amount for the time being standing to the
credit of any of the company's reserve accounts, including revaluation reserve or to the
credit of the profit and loss account, or otherwise available for distribution: and

ii. That such sum be accordingly set free for distribution in the manner specified in clause
(2) amongst the members who would have been entitled there to if distributed by way of
dividend and in the same preparation.

b. The share premium account and a capital redemption reserve account may, for the
purpose of this regulation, only be applied in the paying up of unissued shares to be issued
to members of the company as fully paid bonus shares.

c. The Board shall have full power:

i. to make such provisions, by the issued of fractional certificates or by payment


in cash or otherwise, as thinks fit, for the case of shares becoming
distributable in fractions; and also.

30
ii. to authorise any person to enter, on behalf of all members entitled thereto into
an agreement with the company providing for the allotment to them
respectively, credited as fully paid up, of any further shares to which they
may be entitled upon such capitalization of (as the case may required) for
the payment up by the company on their behalf, by the application thereto
of their respective proportions of the profits resolved to be capitalised of
the amounts or any part of the amounts remaining unpaid on their existing
shares.

c. Any agreement made under such authority shall be effective and binding on all
such members.

ACCOUNTS

80. (i) the Board 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 the books of
the company, or any of them, shall be open to the inspection of the members not being
directors.

(ii) No members (n0t being a director) shall have any right of inspecting any accounts or
books, or documents, of the company except as conferred by law or authorised by the
Board or by the Company in General Meeting.

SECRECY CLAUSE

81. Every Director, Managing Director, Agent, Auditor, Secretary or other officer or any
person employed by the Company shall, if so required by the Board before entering upon
his duties, or at any time during his term of office, sign a declaration pledging himself to
observe strict secrecy respecting all transactions of the company and state of the account
of the company and in matters relating thereto and shall be such declaration pledge
himself not to reveal any of the matters which comes to his knowledge in the discharge of
his duties except when required so to do by the Directors or by a Court of Law and except
so far as may be necessary in order to comply any of the provisions in these presents
contained.

WINDING UP

82. a. If the company shall be wound up, the liquidator may with the sanction of a special
resolution of the company and other sanction required by the Act, divide among the
contributories, in specie or kind the whole or any part of the assets of the company
whether they shall consist of property of the same kind or not.

31
For the purpose aforesaid, the liquidator may set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be carried
out between the members of different class of members.
The liquidator may with the like sanction. vest the whole and any part of assets of the
company in trustees for the benefit of the contributories, or any of them, as the liquidator,
with the like sanction, shall think fit but so that no members shall be compelled to accept
any shares or securities on which there is a lability,

60
Sl. Name, Address, Description and Witness to the
No Occupation of the subscribers respective signature
with address

1 A. Venkatkrishna Reddy Sd/


S/o Late. A Jayarami Reddy C.V.NARASIMHAN
36, Prithvi Avenue S/o. Late Sri
Madras- 600018 N.C.Venkatachari
Accountant
Sd/- A.VENKATAKRISHNA REDDY Hotel Savera
Mylapore, Madras -600 004.
2 A. Shymasundara Reddy
S/o Late. A Jayarami Reddy
Bazaar Street,
Gudur, Nellore Dist. (A.P)

Sd/- A.SHYAMASUNDARA REDDY

3 M. Ramaraghava Reddy
S/o Late. M. Darasaradharmi Reddy
Janakirampet,
Gudur, Nellore Dist. (A.P)

Sd/-M.RAMARAGHAVA REDDY

Date: 1st November 1969

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