H & M Hennes & Mauritz Retail Private Limited

Memorandum of Association
And

Articles of Association
BE AE HEE IR HE HEHE HE BR AR FE TEA BR HE

wah WA GSN: U74140DL2013FTC262231 2013 - 2014

4 Waeen weata wean & fe Feast

H & MHENNES & MAURITZ RETAIL PRIVATE LIMITED

Bl UH, PIT sts 1956 (1956 aT 0 @ sata srt fear ona 2 ake ae
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Form 1
Certificate of Incorporation

Corporate Identity Number : U74140DL2013FTC262231 2013 - 2014

I hereby certify that H & MHENNES & MAURITZ RETAIL PRIVATE LIMITED is this
day incorporated under the Companies Act, 1956 (No. 1 of 1956) and that the
company is private limited.

Given at Delhi this Sixteenth day of December Two Thousand Thirteen. for
ee fs ere

Registrar of Companies, National Capital Territory of Delhi and Haryana

par tate, User were aa fest va earn

*Note: The corresponding form has been approved by Afsar Ali, Registrar of
Companies and this certificate has been
digitally signed by the Registrar through a system generated digital signature
under rule 5(2) of the Companies

(Electronic Filing and Authentication of Documents) Rules, 2006.

The digitally signed certificate can be verified at the Ministry website
(www.mca.gov.in).

PET WER P preter siftors A VIAe TaN HI Ga:

Maiting Address as per record available in Registrar of Companies office: Ar @)

H & M HENNES & MAURITZ RETAIL PRIVATE LIMITED ce. = ty)
R-77A, Greater Kailash Part-l,

New Delhi - 110048,

Delhi, INDIA

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THE COMPANIES ACT, 1956 AND COMPANIES ACT, 2013 (TO THE EXTENT

APPLICABLE)
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
H & M Hennes & Mauritz Retail Private Limited

PRELIMINARY

. The Regulations contained in Table ‘A’ in Schedule I to the Companies Act, 1956,
shall not apply to H & M Hennes & Mauritz Retail Private Limited except in so far
as
the same are expressly incorporated in these Regulations,

INTERPRETATION

. (i) In these Regulations:-

(a)
(b)
(c)

(d)

(e)
(f)

(ii)

(iii)

(iv)

“Company” means H & M Hennes & Manuritz Retail Private Limited.

“Office” means the Registered Office of the Company.

*Act” means the Companies Act, 1956 and any statutory modifications
thereof.

“Companies Act, 2013” means the provisions of Companies Act, 2013 to

the extent applicable.

“Goal” means the Common Seal of the Company.

“Directors” means the Directors of the Company and includes persons

occupying the position of the Directors by what ever names called.

Unless the context otherwise requires words or expressions contained in

these Articles shall bear the same meaning as in the Act, or any statutory
modification thereof in force at the date at which these Articles become
binding on the Company.

Words importing the singular number also include the plural number and
vice versa and words importing the masculine gender also include feminine
gender.

Words importing persons include corporations.

()

The headings are inserted for convenience and shall not affect the
construction hereof.

PRIVATE COMPANY

3. The Company is a Private Company within the meaning of Section 2(68) of the
Companies Act, 2013 with a minimum paid up capital of Rupees One Lakh or such
higher paid-up capital as may be prescribed and accordingly:

(a)

(b)

(c)

(d)

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

debentures of the Company.

The number of members of the Company (exclusive of persons who are in

the employment of the Company and persons who, having been formerly in
the employment of the Company, were members of the Company while in
that employment and have continued to be members after the employment
ceased) is limited to, two hundred provided that for the purpose of this
definition where two or more persons jointly hold one or more shares in the
Company, they shall be treated as a single member and;

The right to transfer’ the shares in the Company is restricted in the manner
and to the extent hereinafter appearing.

Prohibits any invitation or acceptance of deposits from persons other than its
members.

CAPITAL

4. The Authorised Share Capital of the Company shall be such sum, divided and
classified into such shares as may be provided in Clause V of the Memorandum of
Association of the Company with power to the Board of Directors to increase, reduce
or
divide the Capital for the time being into several classes and to attach thereto
respectively such preferentially priority, deferred, qualified or special rights,
privileges,
conditions or restriction whether in regard to dividend, voting, return of capital,
distribution of assets or otherwise, however as may be determined in accordance
with
law and regulations of the Company in force and to vary, modify or abrogate any
such
rights, privilege or conditions or restrictions in such manner as may from time to
time
be provided by regulations. of the Company and to consolidate or sub-divide or re-
organize shares or issues of shares of higher or lower denominations. The Directors
may in their discretion, increase or decrease the rate of dividend payable on any
Preference Shares and issue the said shares under non cumulative or cumulative
dividend payment scheme at the time of issue of such shares. The Company shall have
minimum paid up capital of Rs. 100,000- (Rupees One Lakh only).
_ ‘The shares shall be under the control and disposal of the Directors who may
allot or
otherwise dispose of the same to such persons and on such terms as the Directors
may
think fit and to issue to any persons any shares whether at par or at a premium and
for
such consideration as the Directors may think fit.

. The Directors may allot and issue shares in the capital of the Company on full
payment
or part payment for any property, goods or machinery supplied, sold or transferred
or
for services rendered to the Company.

. The Company in general meeting may decide to issue fully paid up bonus share to
the
member if so recommended by the Board of Directors.

CALLS ON SHARES AND TRANSFER OF SHARES

P
. Any member desiring to sell any of his shares must notify the Board of Directors
the
number of shares, the fair value and the name of the proposed transferee and the
Board
of Directors must offer to the other/existing shareholders the shares at Rs. 10
each
subject to the extant Foreign Exchange Laws, the shares shall be transferred or and
if
the shares or any of them are not so accepted within one month from the date of
notice
to the Board of Directors, the members proposing transfers shall, at any time
within
three months afterwards, be at liberty, subject to Article 8 and 9 hereof, to sell
and
transfer the shares to any person at the same or al higher price.

(a) An application for the registration of the transfer of shares may be made
either by
the transferor or the transferee provided that where such application is made by
the
transferor, no registration shall in the case of partly paid up shares be affected
unless
the company gives notice of the application to the transferee and subject to the
provision of sub-clause (f) hereof the Company shall, unless objection is made by
the
transferee within two weeks from the date of receipt of the notice, enter in its
register of
members the name of the transferee in the same manner and subject to the same
conditions as if the application for registration was made by the transferee.

(b) For the purpose of clause (a) of this Article notice to the transferee shall be
deemed to have been duly given if sent by prepaid post to the transferee at
the address given in the instrument of transfer and shall be deemed to have
been delivered in the ordinary course of post.

(c) It shall not be lawful for the Company to register a transfer of any shares
unless a proper instrument of transfer has been duly stamped and executed
by the transferor or the transferee and has been delivered to the company
along with the shares certificates provided that upon proof to the satisfaction
of the Board of Directors of the Company of the instrument of transfer being
10.

il,

12,

13.

14,

signed by the transferee and bearing the stamp required by an instrument of

transfer, the Board of Directors of the Company may register the transfer on
such terms as to indemnity and/or otherwise as the Board of Directors of the
Company may think fit.

(d) If the Company refuses to register the transfer of any shares, the Company
shall within two months from the date on which the instrument of transfer
was lodged with the Company send to the transferee and the transferor
notice of such refusal.

(e) Nothing in clause (c) shall prejudice any power of the Company to register
as a shareholder any person to whom the right to any share has been
transmitted by the operation of law.

(f) Nothing in this Article shall prejudice any power of the Company to refuse

to register the transfer of any shares. The instrument of transfer shall, after

‘\ registration, be retained by the Company and shal] remain in its custody, All

< instruments of transfer which the Board of Directors of the Company may

! decline to register shall, on demand, be returned to the person depositing the

same.

The Directors may refuse to register any transfer of shares (1) where the Company
has
a lien on the share or (2) where the shate is not a fully paid up share, subject to
Section
58 of the Companies Act, 2013.

Notwithstanding anything contained in these Article and pursuant to the provisions

of
section 77A. of the Act and Sections 69 and 70 of the Companies Act 2013, consent
of
the Company be and is hereby accorded to the Board of Directors to buy-back, from
the
existing shareholders, as the Board may think fit, from out of its {ree reserves or
out of
proceeds of any issue made by the Company specifically for this purpose, or from
such
other sources as may be permitted by law, such terms condition and in such manner
as
may be prescribed by Jaw from time to time.

GENERAL MEETING

All General Meetings other than the Annual General Meeting shall be called
Extraordinary General Meetings.
Any General Meeting of the Company (other than the Annual General Mecting) may be
conducted in India and/or outside India.

‘The Company may hold general meetings through an audio-visual conference and such
meetings and discussions will be held in accordance with the requirements and
procedures that may be prescribed from time to time by the Ministry of Corporate
Affairs, Government of India and/or prescribed under the Act.
15.) The Board of Directors may, whenever it thinks fit, call an Extraordinary
General

16.

18.

20.

Meeting.

(ii) If at any time there are not within India, Directors capable of acting who are
sufficient in number to form a quorum, any Director or any two members of the
Company may call an extraordinary general meeting in the same manner, as nearly
as possible, as that in which such a meeting may be called by the Board.

(iii) Subject to Sections 190 and 219 of the Act, a General Meeting may be called
by giving to the members clear twenty one days’ notice or a shorter notice than of
twenty one days if consent thereto is given by members in accordance with the
provisions of Section 171 of the Act.

PROCEEDINGS AT GENERAL MEETING

(i) No business sliall be transacted at any general meeting unless a specified

quorum
of members is present at the time when the meeting proceeds to transact business.
Gi) Minimum two members present in person shall be quorum. ]

The Chairman if any, of the Board of Directors shall preside as Chairman al every
general meeting of the Company.

If there ig no such Chairman or if he is not present within fiftecn minutes after

the
time appointed for holding the meeting or is unwilling to act as Chairman of the
meeting, the Directors present shall elect one of their members to be Chairman of
the Meeting.

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 them to be Chairman of the meeting.

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

(ii) No business shall be transacted at any adjourned meeting other than the
business
left unfinished at the meeting fiom which the adjournment tock place.

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

(iv) Save as aforesaid, it shall not be necessary to give any notice of an

adjournment
or of the business to be transacted at an adjourned meeting.
21,

22,

23,

24,

25.

26.

27.

28,

Every question submitted to a meeting shall be decided, in the first instance hy a

show
of hands, and in the case of an equality of votes, both on a show of hands and on
poll,
the Chairman of the meeting shall have a casting vote in addition to the vote to
which
he may be entitled to as a member.

The demand for a poll shall not prevent the continuance of a meeting for the
transaction
of any other business, other than the question on which the poll has been demanded.

DIRECTORS

The business of the Company shall be managed by the Directors who may pay all
expenses incurred in setting up and registering the Company and may exercise all
such
powers of the Company as are not restricted by the Act or any statutory
modification
thereof for the time being in force or by these Articles required to be exercised
by the
Company in general meeting, subject nevertheless to any regulations of these
Articles,
to the provisions of the Act, and to such regulations being not inconsistent with
the
aforesaid regulations or provisions as may be prescribed by the Company in general
meeting. Nothing shall invalidate any prior act of the Directors which would have
been
valid if that regulation had not been made.

The number of Directors shall not be less than two and not more than twelve,
The following shall be the first Directors of the Company.

1. Mr. Anders Peter Jonasson; and

2. Mr, Nils Axel Vinge.

The Directors need not hold any qualification shares in the Company.
(a) Subject to the provisions of the Act and rules framed thereunder, each Director
shall
receive out of the funds of the Company by way of sitting fees for his services a
sum
not exceeding the sum prescribed under the Act for every meeting of the Board of
Director or Committee thereof attended by him, as may be determined by the Board
from time to time.

(b) The Directors may also be paid travelling and other expenses for attending and
returning from meetings of the Board of Directors (including hotel expenses) and
any
other expenses properly incurred by them in connection with the business of the
Company,

(c) The Directors may also be remunerated for any extra services done by them
outside
their ordinary duties as Directors, subject to the provisions of section 314 of the
Act. .

Subject to the provisions of the Act, if any Director being willing shall be called
upon
to perform extra services for the purposes of the Company, the Company shall

6
29,

30.

31,

32.

33.

34.

remunerate such Director by such fixed sum or percentage of profits or otherwise as

may be determined by the Directors and such remuneration may be either in addition
to
or in substitution for his remuneration provided above.

Subject to the provisions of sections 297 and 299 of the Act, no Directors shall be
disqualified by his office from contracting with the Company, nor shall any such
contract be entered into by or on behalf of the Company in which any Director shall
be
in any way interested be avoided, nor shall any Director contracting or being so
interested be liable to account to the Company for any profit realized by any such
contract by reason only of such Director holding that office or of the fiduciary
relations
thereby established but it is declared that the nature of his/her interest must be
disclosed
by him/her at the meeting of the Directors at which the contract is determined if
his/her
interest then exists or in any other case, at the first meeting of the Directors
after he/she
acquires such interest.

The Directors may appoint any person to be an alternate Director to act for a
Director
(hereinafter in this Article called the original Director) during his absence for a
period
not less than three months from the State in which meetings of the Directors are
ordinarily held, but such alternate Director shall, ipso facto vacate office if and
when
the original Director returns to the State in which the meetings of the Directors
are
ordinarily held, subject to section 313 of the Act.

All the Directors shall not be liable to retire from the office by rotation.

The Board of Directors may, from time to time, increase or reduce the number of
Directors within the limits specified in Article 24.

The company, may by ordinary resolution, of which special notice has been given in
accordance with the provisions of Section 190 of the Act remove any Director
including the Managing Director, if any, before the expiration of the period of his
office, notwithstanding anything contained or in any agreement between the company
and such Director. Such removal shall be without prejudice to any contract of
service
between him and the Company.

If the Director appointed by the company in general meeting, vacates office as a

Director before his term of office will expire in the normal course, the resulting
casual
vacancy may be filled up by the Board of Directors at a meeting of the Board of
Directors but any person so appointed shall retain his office so long only as the
vacating
Director would have retained the same if vacancy had not occurred, provided that
the
Board of Directors may not fill such a vacancy by appointing thereto any person who
has been removed from the office of Director under Article 33.
35.

36.

37.

38.

39.

40.

4l.

42.

43.

Section 283 of the Act shall apply regarding vacation of office by Director. A
Director
shall also be entitled to resign from the office of Directors from such date as he
may
specify while so resigning.

The Directors may hold any and all Board meetings through an audio-visual
conference
and such meetings and discussions will be held in accordance with the requirements
and procedures that may be prescribed from time to time by thc Ministry of
Corporate
Affairs, Government of India and/or prescribed under the Act.

A Meeting of Board of Directors may be held in India and/or outside India.

MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

The Board of Directors may, from time to time, appoint one or more of their members
to the office of the Managing Director or Whole Time Director for such period and
on

such remuncration and other terms, as they think fit and subject to the terms of
any. |

agreement entered into and in any particular case, may revoke such appointment. His
appointment will be automatically terminated if he ceases to be a Director.

A Managing or Whole Time Director may be paid such remuneration (whether by way
of salary, commission or participation in profits or partly in one way and partly
in
other) as the Board of Directors may determinate.

The Board of Directors, subject to Section 292 of the Act, may entrust to and
confer
upon a Managing or Whole Time Director any of the powers exercisable by — them,
upon such 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 or alter or vary all or any of such powers.

PROCEEDINGS OF THE BOARD

The quorum necessary for the transaction of the business of Directors shall be
minimum two or 50 % of the total numbers of Directors whichever is higher, subject
to
section 287 of the Act.

Subject to the provisions of Section 285 of the Act, a meeting of the Board of
Directors
shall be held in India or outside India atleast once in every three calendar months
and
atleast four such meetings shall be held in each calendar year. The Board Meetings
can
also be convened through Video Conferencing in accordance with Article 36 above.
The Directors may meet together for the discharge of the business, adjourn and
otherwise regulate their meetings and proceedings, as they think fit.

‘Two days notice of every meeting of the Board of Directors of the Company shall be
given in writing to every Director for the time being in India and at his usual
address in
India to every other Director. Such notice should also be sent by e-mail to every
director at their e-mail addresses available in the records of the Company. The
meeting
44,

45,

46.

47.

48.

49.

50.

of the Board may be convened at a shorter notice subject to the mutual consent of
all
the Directors.

A meeting of the Directors for the time being, at which a quorum is present, shall
be
competent to exercise all or any of the authorities, powers and discretions by law
or
under the Articles and regulations for the time being vested in or exercisable by
the

Directors.

The Managing Director or a Director or a Secretary upon the requisition of Director

(s),
may at any time convene a meeting of the Directors.

The questions arising at any meeting of the Directors shall be decided by a

majority of
votes and in case of equality of vote, the chairman shall have a second or casting
vote.

The Directors may elect a Chairman of their meeting and determine a period for
which
he is to hold office. If at any meeting, the Chairman is not present within fifteen
minutes of the time appointed for holding the same or is unwilling to preside, the
Directors present may choose one of their members to be the Chairman of such a
meeting.

Subject to the provisions of section 292 of the Act the Directors may delegate any
of
their powers, other than the power to borrow and to make calls, to issue debentures
and
any other powers which by reason of the provision of the Act can not be delegated
to
Committees consisting of such member or members of their body as they may think fit
and they may, from time to time, revoke and discharge any such Committee either
wholly or in part and either as to persons or person. Every Committee so formed, in
exercise of powers so delegated, shall conform to any regulations that may, from
time
to time, imposed on it by the Directors and all acts done by any such Committee in
conformity with such regulations and in fulfillment of the purpose of their
appointment,
but not otherwise shall have the like force and effect as if by the Board of
Directors.
A resolution not being a resolution required by the Act or by these Articles to be
passed
only at a meeting of the Directors, may be passed without the meeting of the
Directors
or a Committee of Directors provided that the resolution has been circulated in
draft
together with necessary papers, if any, to all the Directors or to all the members
to the
Committee then in India (not less than the quorum fixed for a meeting of a Board or
Committee, as the case may be) and to all other Directors or members at their usual
addresses in India, and has been approved by such of the Directors as then in India
or
by a majority of such of them as are entitled to vote on the resolution.

All acts done by a person shall be valid, notwithstanding that it may be afterwards
discovered that his appointment was invalid by reason of any defect or
disqualification
or had terminated by virtue of any provisions contained in the Act or in these
Articles.
Provided that this Article shall not give validity to acts done by a director after
his
appointment has been shown to the Company to be invalid or to have terminated.

9
51.

52.

53.

54.

35.

POWERS OF THE DIRECTORS

Subject to Section 292 of the Act the Board of Directors shall have the tight to
delegate
any of their powers to such managers, agents or other persons as they may deem fit
and
may at their own discretion revoke such powers.

The Directors shall have powers tor the engagement and dismissal of employees,
managers, salespersons, clerks and assistants and shall have power of general
direction,
management and superintendence of the business of the Company with full powers to
do all such acts, matters and things deemed necessary, proper or expedient for
carrying
on the business of the Company, and to make and sign all such contracts and to draw
and accept on behalf of the Company all such bills of exchange, hundies, cheques,
drafts and other Government papers and instruments that shall be necessary, proper
or
expedient, for the authority and direction of the Company except only such of them
as
by the Act or by these presents are expressly directed to be exercised by share-
holders
in the general meetings.
INSPECTION OF ACCOUNTS

The Board of Directors shall cause proper books of account to be maintained under
Section 209 of the Act.

SECRECY

Every manager, auditor, trustee, member of a committee, officer, servant, agent,

accountant or other person employed in the business of the Company shall, if so
required by the Board of Directors, before entering upon the duties, sign a
declaration
pledging himself to observe strict secrecy respecting all bonafide transactions of
the
Company with its customers and the state of accounts with individuals and in
matters
relating thereto and shall by such declaration pledge himself not to reveal any of
the
matters which may come to his knowledge in the discharge of his duties except when
required to do so by the Directors or by any general meeting or by the law of the
country and except so far as may be necessary in order to comply with any of the
provisions in these presents and the provisions of the Act.

BORROWING POWERS

Subject to the provisions of section 58A and 292 of the Act, the Directors shall
have the
power, {rom time to time and at their discretion, to borrow, raise or secure the
payment
of any sum of money for the purpose of the Company in such manner and upon such
terms and conditions in all respects as they think fit and in particular by the
issue of
debenturcs or bonds of the Company or by mortgage or charge upon all or any of the
properties of the Company, both present and future, including its uncalled capital
for
the time being.

OPERATION OF BANK ACCOUNTS

10
56.

57,

58.

59.

The Directors shall have power to apen bank accounts, to sign cheques on behalf of
the
Company and to operate all banking accounts of the Company and to receive payments,
make endorsements, draw and accept negotiable instruments, hundies and bills or may
authorise any other person or persons to exercise such powers.

INDEMNITY

Subject to the provisions of Section 201 of the Act, the Chairman, Directors,
Auditors,
Managing Directors and other officer for the time being of the Company and any
trustees for the time being acting in relation to any of the affairs of the Company
and
their heirs and executors, shall be indemnified out of the assets and funds of the
Company from or against all bonafide suits, proceedings, costs, charges, losses,
damages and expenses which they or any of them shall or may incur or sustain by
reason of any act done or committed in or about the execution or their duties in
their respective offices except those done through their wilful, neglect or
default. Any
such officer or trustee shall not be answerable for acts, omissions, neglects or
defaults

of any other officer or trustee.

WINDING UP

(i) If the Company shall be wound up, the liquidator may with the sanction of a
special
resolution of the Company and any other sanction required by the Act, divide
amongst
the members in specie or in kind, the whole or any part of the assets of the
Company,
whether they shall consist of the same kind or not.

(ii) 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 as between the members of different classes of members.

(ii) The liquidator may, with the like sanction, vest the whole or any part of such
assets
in trustees upon such trusts for the benefit of the contributories as the
liquidator
shall think fit but so that no member shall be compelled to accept any shares or
other securities whereon there is any liability.

COMMON SEAL
(i) The Board shall provide for the safe custody of the Seal of the Company.

(ii) The seal shall not be affixed to any instrument except by the authority of
resolution
of the Board of Directors or a committee of the Board authorised by it in that
behalf
and except in the presence of at least one director or an officer duly authorized
and
that one director or duly authorized officer shall sign every instrument to which
the
seal of the Company is so affixed in his presence. The share certificate will,
however, be signed and sealed in accordance with Rule 6 of the Companies (Issues
of Share Certificates) Rules, 1960.

BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

a
60, Balance Sheet and profit and Loss Account of the Company will be audited once
in a
year by a qualified Auditor for certification of correctness as per provisions of
the Act.

AUDIT

61. The first auditors of the Company shal! be appointed by the Board of Directors
within
one month after its incorporation who shall hold office till the conclusion of
first annual
general meeting.

62. The directors may fill up any casual vacancy in the office of the auditors,
63, The remuneration of the auditors shall be fixed by the Company in the annual
general

meeting except that remuneration of the first or any auditors appointed by the
directors
may be fixed by the Board of Directors.

12
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Date: Vofornben 3 2013

I.

UI.

The Companies Act, 1956 and Companies Act, 2013 (To the extent applicable)
(Private Company Limited by Shares)

MEMORANDUM OF ASSOCIATION
OF

H & M HENNES AND MAURITZ RETAIL PRIVATE LIMITED

The name of the Company is H & M Hennes and Mauritz Retail Private Limited.

The Registered Office of the Company will be situated in the National Capital
Territory
of Delhi.

The objects for which the Company is established are:

The Main Objects to be pursued by the Company on its incorporation are:

To engage in and carry on the business of importing, exporting, marketing,

distribution,
warehousing, manufacture, production and retail trade of all kinds of textiles,
ready-to-wear
clothing, home furnishing, cosmetics, utility products, Children products and
fashion
accessories including clothes and apparels for women, men, and children such as
shirts,
trousers, shorts, jackets, t-shirts, skirts, scarf, tie, sweaters, dresses, tops,
underwear,
sportswear, swimwear, footwear such as shoes, sneakers, sandals, cosmetics and
accessories such as body care, make-up products, perfumes, handbags, wallets,
headphones
and fashion accessories such as bangles, bracelets, earrings, sunglasses, belts,
hair clips,
caps, home furnishing products such as cushions, pillows, bed-linen, blankets,
mats, towels,
curtains, hangers, home decoration articles such as vases, candles, light holders,
boxes and
storage containers; children products such as toys, feeding bottles, water bottles,
soothers,
outdoor utility products such as tents, sleeping bags, rain-coats, umbrella,
hammock,
kitchen utensils such as cutlery, crockery, trays and all other similar goods of
all types and
description, and services related thereto.

To acquire, own, lease, hire, rent, build, develop, construct, operate, dispose
and/or manage
Retail stores to engage in retail trade of above mentioned products.

To acquire, own, lease, hire, rent, build, develop, construct, operate, dispose
and/or manage
warehouses for storage of all kind of products mentioned above and dealt in by the
Company

To acquire, organize, set up, own, arrange, engage, maintain, manage, deploy and
employ
all necessary infrastructure, resources, means and methods including workshops,
work
stations, centres, factories, units, godowns, warehouses, manpower, technicians,
service
facilities, handlers, agents, machines and tools, techniques, technologies, systems
and
solutions ete. in connection with the business of the Company.
B.

The Objects Ancillary or Incidental to the Attainment of the Main Objects are:

To open retail stores for selling the goods manufactured, imported or marketed by
the
Company and deal in as principals or as agents or distributors.

To purchase, take on lease, or tenancy or in exchange, hire, renew or otherwise

acquire and
hold any estate or interest and to let or sublet, in whole or in part, develop,
manage and
exploit lands, buildings, machinery, easements, rights, privileges, plants, stock-
in-trade,
business concerns, options, contracts, claims, chose-in-action, and any real and
personal
property of any kind necessary or convenient for any business of the Company.

To buy wholesale or retail, repair, alter and exchange, let on hire, import, export
all kinds of
articles and things which may be required for the purpose of any of the main
business or
which is commonly manufactured, imported, exported, supplied or dealt in by persons
engaged in any such business or which may seem capable of being dealt with in
connection
with any of the main business.

To acquire and undertake the whole or any part of the business, goodwill,
intellectual
property, property and liabilities of any person(s), firms, corporations or
undertaking, either
existing or newly engaged in or carrying on and conducting any business which the
Company is authorised to carry on or possession of property suitable for the
purpose of the
objects of the Company.

To apply for, purchase or otherwise, acquire any patent, patent right, copyright,
trade
marks, formulae, license, lease, concessions, conferring any exclusive or limited
right to
use or other information as to any invention which may seem capable of being used
for any
of the purposes of the Company or the acquisition of which may directly or
indirectly
benefit the Company; and to use, exercise, develop or grant Jicenses in respect of
the
property, rights, or information so acquired.

To enter into any arrangement with any Government or authority whether municipal,
local
or otherwise or any person, that may seem conducive to the Company's objects or any
of
them; and to obtain from any such Government or authority any rights, privileges
and
concessions which the Company may think it desirable to obtain; and to carry out,
exercise
and comply with any such arrangement, rights, privileges and concessions.

To establish or support or aid m the establishment and support of associations,

institutions,
funds, trusts, and conveniences for the benefit of past or present employees or
directors of
the Company or the dependants of such persons; and to grant pensions and
allowances, to
make payments towards insurance; to subscribe or guarantee money for charitable or
benevolent objects or useful objects for the general public.

2
8.

10,

11.

12.

13.

14.

To promote any other company or companies for the purpose of acquiring or taking
over all
or any of the property, rights and liabilitics of the company or for any other
purpose which
may directly or indirectly benefit the Company.

To subscribe for, absolutely or conditionally or otherwise acquire and to hold

and/or
dispose of shares, stocks and securities or obligations of any other Company
whether Indian
or foreign.

To invest and deal with money of the Company, not immediately required in such
manner
as may, from time to time, be thought fit subject to provisions of the Companies
Act, 1956.

To advance money or give credit to any person or company; to give guarantee or

indemnity
for the payment of money or the performance of contracts or obligations by any
person; io

secure or undertake in any way the repayment of moneys lent or advanced to, or the

liabilities incurred by any person subject to the provisions of the Companies Act,
1956.

Subject to the provisions of Section 292 of the Companies Act, 1956, to borrow or
secure
money in such manner as the Company may think fit or to make repayment of any debt,
liability, perform any contract entered into or the issue of debentures, perpetual
or
otherwise, charged upon all or any of the Company's property (both present and
future),
including its uncalled capital; and to purchase, redeem, or pay off any such
securities,

To establish subsidiary companies, amalgamate with, or enter into partnership or

into any
arrangement for sharing profits, union of interest, joint venture, reciprocal
concession or co-
operation with, any person or company carrying on, engaged in, or proposing to
carry on or
engage in, any business or transaction which the Company is authorised to carry on
or
engage in, or which is capable of being conducted so as to, directly or indirectly,
benefit the
Company, and to take or otherwise acquire and hold shares, stock, securities,
obligations or
other interests in any such person or company, and to subsidize or otherwise assist
any such
person or company.

To remunerate any person for services rendered, or to be rendered, in placing or

assisting to
place or guaranteeing the placing of any of the shares in the Company's capital or
any
debentures or other securities issued by the Company.

. To draw, make, accept, endorse, discount, negotiate, execute, and issue

promissory notes,

bill of exchange, bills of lading, debentures and other negotiable or transferable

instruments
or securities.

. To dispose of, to improve, manage, develop or exchange the undertaking, property

or rights

of the Company or any part thereof for such consideration as the Company may think
fit.

3
18.

19.

20.

21.

22.

23.

24,

25.

26.

27.

. To adopi such means of making known and advertising the business and products of
the

Company as may be expedient.

To apply for, promote, and obtain any order, regulation, or other authorisation or
enactment
which may directly or indirectly benefit the Company.

To procure recognition of the Company in any country or place outside India.

To issue or allot fully or partly paid shares in the capital of the Company in
payment or part
payment for any movable or immovable property purchased or otherwise acquired by
the
Company or for any services rendered to the Company.

To take or hold mortgages, liens and charges to secure payment of the purchase
price, or
any unpaid balance of the purchase price, of any part of the company's property of
any kind
sold by the company, or any money due to the company from buyer.

To pay out of the funds of the Company all or any expenses which the Company may
lawfully pay for services rendered for formation and registration of the Company
and for
promotion of any other company by it subject to the Act.

To insure any of the properties, undertakings, contracts, risk or obligations of

the Company
in any manner whatsoever.

To make donations either in cash or in kind for such objects or causes as may be
directly or
indirectly conducive to any of the Company's objects or otherwise expedient.

To aid and support, any person, association, body or movement, whose object is
solution,
settlement or surmounting of labour problems, the promotion of science and
technology,
cultural activities, sports, environment, rural development and other social,
welfare and
recreational activities. To sponsor sports, entertainment and other leisure and
recreational
activities to aid and promote the Company's activities and other interests.

To establish of support associations, institutions, schools, hospitals, guest

houses, clubs,
funds, and trusts which may be considered beneficial to any employees or ex-
employees
and to officers of the Company or the dependants of any such person.

To institute legal proceedings or defend any proceedings and to appoint Advocates,

Consultants or Advisors in this behalf.
28,

30,

31.

32.

33.

34.

35.

To control, manage, finance, subsidize, co-ordinate or otherwise assist any company

or
companies, including subsidiaries, in which the Company has a direct or indirect
financial
interest, to provide secretarial, administrative, technical, commercial and other
services and
facilities of all kinds for any such company or companies and to make payments by
way of
subvention or otherwise and any other arrangements which may seem desirable with
respect
of any business or operations of or generally with respect to any such company or
companies.

29. To enter into negotiation or collaboration, technical, financial or otherwise

with any person

or Government for obtaining any grant, license or on other terms, formulae and
other right
and benefits, and to obtain technical information, know-how and expert advice for
the
production, manufacture and export or sale of all types of goods which the Company
is
authorised to produce or to deal in.

To arrange for the marketing in India and abroad and sale of the products and by-
products
of the Company and purchase of raw materials, goods and articles as are necessary
for
carrying on the business of the Company and, for that purpose, either to establish
its own
shops, stores, agencies, or marketing organizations or agents or distributors in
any place in
or outside India and to allot, specify, alter or modify their areas of operation or
the terms
and conditions of their appointment and to pay remuneration to such agents or
distributors
in such manner as the Company may deem fit.

To create any depreciation fund, reserve, reserve fund, sinking fund, insurance
fund, or any
special or other fund whether for repayment of redeemable preference shares,
redemption of
debenture stock, depreciation for dividends, for equalizing dividends, for
repatring,
improving, extending and maintaining any part of the property of the Company.
To open and operate any type of bank accounts with Bank(s) and obtain credit
facilities
with or without securities for its business.

To train or pay for training in India or abroad of any of Company's employees or

officers or
any candidate in the interest of or furtherance of the company's objects.

To establish research, development and service centers for the business of the
Company,

To establish training facilities for providing training to company's cmployces and

other
people.

. To borrow, to lend and to raise funds, including the issue of bonds, promissory
notes or

other securities or evidence of indebtedness as well as to enter into agreements in

connection with (he main objects of the company.
37,

38.

39,

40.

4),

42.

To undertake financial and commercial obligations, transactions and operations of

all kinds
in respect of and in relation to the objects herein specified.

To design, develop, promote, launch or establish websites or portals to provide own

information to general public for the promotion of business and commerce under one
or
more domain names.

To advice and to render services to enterprises and companies with which the
company
forms a group and to third parties.

To procure the registration or incorporation or recognition of the Company in or

under the
laws of any place outside India and to establish and maintain registers, agencies
and branch
places of business in any part of the world.

The objects incidental or ancillary to the attainment of the main objects of the
company as
aforementioned shall also be incidental or ancillary to the attainment of other
objects of the
company herein mentioned.

The objects sect forth in each of the several clauses under these shall have the
widest
possible construction.

THE OTHER OBJECTS ARE:

To undertake and execute job orders of all kinds and descriptions.

To purchase, sell, develop, take in exchange or lease hire or otherwise acquire,

whether for
investment or sale, any real or personal estate including lands, business,
building, factories,
mill, houses, shops, depots, warchouses, machinery, plant, stock in trade, mineral
rights,
concessions, privileges, licenses, easement 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 proprietors of flats 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.

To invest the funds of the company in any manner as is considered appropriate

including
the setting up of subsidiaries, investing in the equity of joint venture companies
and to act
as a financial and investment and holding company.

To carry on all or any of the business as buyers, sellers, traders, importers,

exporters,
distributors, general merchants, stockists, warchousers, agents, advertising
agents, agents
for promotion of sales, clearing and forwarding agents and the business of sourcing
of all
kinds of goods and materials, either manufactured, semi-manufactured or raw
materials of
al] kinds and descriptions and to offer all services in relation to the above and
to carry on
agency business in all its branches and kinds.
5.

IV.

Vv,

To guarantee the payment of money, unsecured or secured by or payable under or in

respect
of bonds, debentures, debenture-stocks, contracts, mortgages, charges, obligations
and other
securities of any company or of any authority, Central, State, Municipal, local or
otherwise
or of any person whosoever, whether incorporated or not and generally to transact
all kinds
of guarantee business, to guarantee the issue of or the payment of interest on the
shares,
debentures, debenture-stock or other securities or obligations of any company or
association, and to pay or provide for brokerage, commission and underwriting in
respect of
any such issue and to transact all kinds of trust and agency business.

To form, incorporate or promote any company or companies in India having amongst

its or
their objects the acquisition of all or any of the assets or control, management or
development of any company or any other objects or object which in the opinion of
the
Company could or might directly or indirectly assist the Company in the management
of its
business or the development of its properties or otherwise prove advantageous to
the
Company and to pay all or any of the costs and expenses incurred in connection with
any
such promotion or incorporation and to remunerate any person or Company in any
manner
it shall think fit for services rendered or to be rendered in obtaining
subscriptions for or
placing or assisting to place or to obtain guaranteeing the subscription of or the
placing of
any shares in the capital of the Company or any bonds, debentures, obligations, or
securitics
of the Company or any bonds, debentures, obligations or securities of any other
company
held or owned by the Company or in which the Company may have an interest or in or
about the formation or promotion of the Company or the conduct of its business or
in or
about the promotion or formation of any other Company in which the Company may have
an interest. :

To control, manage, finance, subsidize, co-ordinate or otherwise assist any company

or
companies, including subsidiaries, in which the Company has a direct or indirect
financial
interest, to provide secretarial administrative, technical, commercial and other
services and
facilities of all kinds for any such company or companies and to make payments by
way of
subvention or otherwise and any other arrangements which may seem desirable with
respect
of any business or operations of or generally with respect to any such company or
companics.

Subject to the provisions of the Companies Act, 1956, to invest, apply for and
acquire or
otherwise employ monies belonging to, entrusted to or at the disposal of the
Company upon
securilies and shares with or without security upon such terms as may be thought
proper
and from time to time vary such transactions in such manner as the Company may
think fit.

The liability of the members is limited.

The authorised share capital of the Company is Rs.100,000 (Rupees One Lakh) divided
into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten) cach.
We, the several persons, whose names and addresses are hereunder subscribed, are
desirous of being formed into a 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 opposite our respective names:

Names, addresses, occupation | Number of | Signatureof | Name, address,

description,
and description of each Equity Shares Subscriber | occupation and signature of
Subscriber taken by each witness
| Subscriber = ee
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