Bread Man

THE COMPANIES ACT, 1956 (COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION OF

SENSOTECH WEIGHING SYSTEMS PRIVATE LIMITED I.

The Name of the Company is. SENSOTECH WEIGHING SYSTEMS PRIVATE LIMITED

II.

The Registered Office of the Company will be situated in the State of Madhya Pradesh.

III.

The objects for which the Company is established are as under:

(A)

THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

1.

2.

To carry on the business of manufactures and fabricators of and dealers in weighbridge Machines, weighbridge tools, implement engineering products, weighbridge spares and components of all types and in particular or to manufacture, produce repair, alter, convert, recondition prepare for sale, buy, sell, hire, import. Export, let out on hire, trade and deal in weighbridge tools and implements or other machinery, plant, equipments, articles, apparatus, component part, accessories, fittings and things in any stage of degree of manufacture, process or refinement. To manufacture, maintain, export, import, buy, sell, rent, hire or lease or otherwise acquire, dispose of or deal in all kinds of digital systems, numerical controller, flexible manufacturing systems, Peripherals, software, hardware, machines, electrical and electronics components, devices, instruments, equipments and controls for any engineering applications, and all other related components.

3.

To carry on business as manufacturers of, dealers in, exporters, importers, buyers, sellers, brokers, buying agents, selling agents, commission agents, factors, distributors, stockists, traders, suppliers, hirers, contractors, fabricators, assemblers, titters, installers, repairers, reconditioners, and renovators, of all types, grades, conditions, qualities, shapes, categories and descriptions of new as well as used Hydraulic and Pneumatic components/spares including pumps, motors, valves, filters, cylinders, compressors, devices, drives, equipments, instruments, apparatus, appurtenances, and also spares/ components for all types of mobile/stationary equipments, tractors, turbines, drilling equipments, transmissions and internal combustion enginers.

4.

To carry on all or any of the business of makers and dealers, importers, exporters in scientific and industrial instruments of all kinds, for indicating recording, controlling, measuring and timing and machines tools.

(B)

OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS :

1.

To purchase or otherwise acquire and hold on, invest, out of the surplus fund of the Company not immediately required, trade, deal in. mortgage, pledge, assign, sell, transfer or otherwise dispose of any goods, wares, merchandise and all movable property for carrying out business of the Company.

2.

To purchase or otherwise acquire, assemble, install, construct, alter, equip, repair, remodel, maintain, enlarge, operate, work, manage, control, hold, own, lease, rent, charter, mortgage, sell, convey or otherwise dispose of any buildings and structures, telephones and other communication facilities, data processing system and facilities, machinery, apparatus. instruments, fixtures and appliances in so far as the same may appertain to or be useful in the conduct of the business of the Company.

3.

To purchase, charter, hire, build or otherwise acquire any vehicles, vessels or craft of every description and to hold, own or work such vehicles, vessels or crafts for business of the Company.

4.

To pay for any rights or properly acquired by the Company, and to remunerate any person or company whether by cash payment or by allotment of shares, debentures or other securities of the company credited as paid up in full or in part or otherwise.

5.

To apply for purchase or otherwise acquire and protect and renew in any part of the world any patent rights, brevets of de’invention, trade marks, designs, licenses, concessions and the like, conferring any exclusive or non exclusive or limited rights to their use, or any secret or other information as to any invention or research which may seem capable of being used for any of the purposes of the Company or calculated directly or indirectly to benefit the Company and to use, exercise, develop, or grant licenses in respect of, or otherwise turn to account the property, right, or information so acquired and to expend money in experimenting upon, testing or improving any such patents, inventions or rights and without prejudice to the generality of the above, any contracts, monopolies or concessions for or in relation to the supply and sale of any minerals, metals, products or other substances, materials, articles or things or for in relation to the construction, execution, carrying out, improvement, management, administration or control of any works and conveniences, required for the purpose of carrying out any of the aforesaid business and to undertake, execute, carry out, disposed or otherwise turn to account such contracts, monopolies or concessions.

6.

To acquire from any person, firm, institution or body corporate, whether in India or elsewhere technical information, know-how, process, engineering, manufacturing and operating data, plans, layout and blue prints useful for the design, erection, operation of plant and machinery required for any of the business of the company and to acquire any grant or licence and other rights and benefits.

7.

To enter into any arrangements with any Governments or any authority, supreme, municipal, local or otherwise that may seem beneficial to any of the Company’s objects and to apply for, promote and obtain by any Act of any legislature, charter, rights, powers, privileges, concessions, grants, decrees, provisional orders, licences or authorisations of Government-Central or Stale, or any relevant authorities (local or otherwise) or any private party for enabling the Company to carry any of its objects into effect or for any purposes which may seem expedient and to oppose any proceedings or applications which may seem calculated to prejudice the interests of the Company.

8.

To undertake commercial obligations transactions and operations for achievement of the main objects of the Company

9.

To enter into arrangements with companies, firms and persons for promoting and increasing the manufacture, sale, purchase and maintenance of goods, articles or commodities of all and every kind and descriptions, either by buying, selling or assisting such other companies, firms or persons to do all or any of such last mentioned acts transactions and things and in such manner as may be necessary or expedient and in connection with or for any of these purposes to enter into agreements, give guarantee or security or otherwise assist ail or such purposes on such terms and in such manner as may be desirable.

10.

To advance out of the surplus fund of the Company not immediately required, securities and property with or without security as may be thought proper, to such persons, companies. corporations or firms and on such terms as may seem expedient and in particular to customers and others having dealings with the Company and to release or discharge any debt or obligation owing to the Company.

11.

Subject to the provisions of the Companies Act, 1956 to receive money on loan and borrow any money In such manner and with or without allowance of interest thereupon as the Company shall deem fit and to secure the repayment of any money borrowed, raised, received or owing by mortgage, pledge, charge or lien upon all or any of the property or assets of the Company (both present and future) and also by similar mortgage, charge, pledge or lien to secure the guarantee the performance by the Company or any other person, Company, firm or body Corporate of any obligation undertaken by the Company or any other person, Company, firm or body corporate as the case may be and to give the lenders or creditors the powers of sale and other powers as may seem expedient, provided however, that the Company shall not do any banking business as defined in Banking Regulation Act, 1949 and money circulation business or Chit-Fund activities.

12.

To draw, make, accept, endorse, discount, negotiate, execute and issue bills of exchange, promissory notes, cheques, hundies, bills of lading, shipping documents, warrants, and other negotiable or transferable instruments.

13.

To guarantee the performance of any contract or payment of money 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, Stale, municipal, local or otherwise or of any person, whomsoever, whether incorporated or not and generally to transact all kinds of guarantee business and to further transact all kinds of trust and agency business for attainment of the objects of the Company.

14.

To invest any money of the Company out of the surplus fund of the Company not immediately required, not for the time being required for any of the purposes of the Company in such manner as may be thought proper.

15.

To improve, manage, develop, grant rights or privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

16.

Subject to the provisions of the Companies Act, 1956 to mortgage pledge, hypothecate, sell or otherwise dispose of the whole or any part or parts of the undertaking of the Company or any land, business, property, rights or assets of any kind of the Company or any share or interest therein in such manner and for such consideration as the Company may think fit.

17.

To establish, or concur in establishing or promoting any company or companies for the purpose of acquiring all or any of the undertakings, business, rights, liberties and properties of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company and to place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all or any part of the shares, debentures, or other securities of any such other company or companies and to subsidise or otherwise assist any such company or companies either out of its own funds or out of funds that it might borrow by issue of debentures or from bankers or otherwise.

18.

To vest any real or personal property, rights or interest acquired by or belonging to the company in any person or Company on behalf of or for the benefit of the company and with or without any declared trust in favour of the Company.

19.

To take into consideration and to approve and confirm and/or carry out all acts, deeds or things that may be done or entered into with any person, firm or body corporate by the promoters of the Company and further to enter into any arrangement, agreement or contract with the promoters and to reimburse them for all costs and expenses that may be incurred by them in or in connection with the formation or promotion of the Company.

20.

To pay out of the funds of the company all costs, charges, and expenses which the Company may law fully pay with respect to the promotion, formation and registration of or for the business of the Company and/or the issue of its capital or which the Company shall consider to be necessary including therein the cost of advertising, printing and stationery and commission for obtaining the underwriting of shares, debentures or other securities of the Company and expenses attendant upon the formation of agencies, branches and local boards.

21.

To purchase, takeover or otherwise acquire and undertake the whole or any part of the business property, rights and liabilities of any person, firm or company carrying on or proposing to carry on any business which this Company is authorised to carry on, or possess any property or rights suitable for any of the purposes of the Company, or which can be carried on in conjunction therewith and to purchase, acquire, sell and deal in property.

22.

To procure the incorporation registration or the recognition of the Company in any country, state or place.

23.

To establish and regulate branches or agencies, whether by means of local boards or otherwise anywhere in India or elsewhere at any place or places throughout the world for the purpose of enabling the Company to carry on its business more efficiently and to discontinue and reconstitute any such branches or agencies.

24.

To apply for membership or become a member of any Bullion Exchange, Commodities Exchange, Company, Chamber of Commerce, Association, Federation, Society or Body Corporate having any objects similar or identical with those of the Company or likely to promote the interests of the Company.

25.

In accordance with the law for the time being in force, to reserve or to distribute as bonus shares to the members or otherwise to apply as the Company deems fit any money received by way of premium on any shares, stocks or debenture-stock of the Company and money . arising from the issue by the Company of forfeited shares.

26.

To grant pension, allowances, gratuities, benefits, emoluments and bonuses and provident funds to employees, managers and directors of the Company and the widows, children and other dependents of such persons and to construct or contribute to the construction of houses, dwelling units or quarters for the employees of the Company and of other concerns which are or may have contractual relationship of rendering any services to. the Company and to join with any other person, firm or company or doing any of these things.

27.

To appoint attorneys for and on behalf of the company and to execute necessary powers in favour of the said attorneys to act for and in the name of and on behalf of the Company and to revoke all or any of such powers and appointments as may be deemed expedient.

28.

To establish industrial estates, including setting up of housing colonies, recreation facilities. medical relief facilities, water and electricity plants, ancillary and/or auxiliary units required for furtherance of the business of the Company.

29.

To help, assist, support, aid, establish, acquire or set up and run schools, colleges, training and professional institutions, hospitals, dispensaries, music and dance centres or other similar institutions for the welfare of the employees of the Company.

30.

To give to any officers, servants or employees of the company any shares or interest in the profits of the Company’s business or any branch thereof, and whether carried on by means or through the agency of any subsidiary Company or not, and for that purpose to enter into any arrangement that the Company may think fit.

31.

To train or pay for training in India or abroad of any of the Company’s employees or any other person in the interest of or for furtherance of the Company’s objects.

32.

To establish and maintain or procure the establishment and maintenance of any contributory or non contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any person who are or were at any time in the employment or service of the Company, or who are or were at any time the Directors or Officers of the Company and wives, widows, families and dependents of any such persons, and also establish any subsidies and subscribe to any institutions, associations, clubs or funds calculated to the benefit of or to advance the interest and well-being of the Company or of any such other Company as aforesaid, and to do any of the matters aforesaid either done in on conjunction with any such other company.

33.

To receive any gifts of immovable or movable property and offerings or voluntary donations or be quest and legacies either from the shareholders, directors or from any other person for all/or any of the objects of the Company. Subject to the provision of applicable Act and rules thereon.

34.

To support, donate, contribute, subscribe, advance or lend with or without interest or at concessional rate of interest or otherwise to assist or to guarantee moneys to any charitable, benevolent, religious, scientific, educational, national, public or other institutions, trusts, clubs, societies, organisations or individuals or body of individuals on such terms and conditions as may seem expedient or for any exhibitions or towards the funds of any other Organisations subject to the provisions of the Companies Act, 1956.

35.

To undertake and execute any trusts, the undertaking whereof may seem desirable and are gratuitous or otherwise. (a) To undertake, carry out, promote and sponsor rural development including any programme for promoting the social and economic welfare or of the upliftment of the public in any rural areas and to incur any expenditure on any programme of rural development and to assist in execution and promotion thereof either directly or through an independent agency or in any other manner. Without prejudice to the generally of the foregoing “programme of rural development” shall also include any programme for promoting the social and economic welfare of or the uplift of the public, in any rural area to promote and assist rural development, or any other act relating to rural development for the time being in force and in order to implement any of the above mentioned objects or purposes transfer without any consideration or at a fair or confessional value and divest the ownership of any property of the company to or in favour of any Public or

Local Body or Authority/Central/State Government/Public Institution/Trust/Fund/Organisation Person. (b) To undertake, carry out, promote and sponsor or assist any activity for the promotion and growth of national economy and for discharging social and moral responsibilities of the Company to the public or any section of public as also any activity to promote national welfare or social, economic or moral uplift of the public or any section of the public and in such manner and by such means without prejudice to the generality of the foregoing to undertake, carry out, promote and sponsor any activity for publication of any books, literature or newspapers, organising lectures or seminars likely to advance these objects or for giving merit awards or for giving scholarships, loans, or any assistance to deserving students or other scholars or persons to enable them to prosecute their studies or academic pursuits or researches and for establishing conducting, or assisting any institutions, funds, trusts having any one of the aforesaid objects by giving donation or otherwise in any other manner and in order to implement any of the aforementioned objects or purposes transfer without consideration or at a fair or concessional value and divest the ownership of any property of the company to or in favour of any Public or Local Body or Authority / Central or State Government / Public Institution /Trust / Fund / Organisation / Person. (c) Subject to provisions of Companies Act, 1956, to give donations and to advance and lend money to any person, institution, organisation, trust fund for benevolent causes on such terms and conditions and with or without interest or at concessional rate of interest as may seem expedient. 37.

To adopt such means of making known the business or products or interests of the Company as may seem expedient and in particular by advertising in the press, by circulars on radio, television, video tapes and any such communication channels, by exhibition of works of art of interest, by publication of books and periodicals and by granting prizes rewards and donations.

38.

Subject to the provisions of the companies Act, 1956 to amalgamate, enter into partnership or into any arrangement for sharing profits, union or interest, co-operation, joint venture or reciprocal concession with any person, firm, corporation or company in India or outside carrying on or engaged in any business or transaction which the company is authorised or engaged in or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the company and further to enter into any arrangement or contracts with any person, association or body corporate whether in India or outside, for such other purposes that may seem calculated beneficial and conducive to the objects of the Company.

39.

To experiment and to incur expenses necessary for the purposes and with a view to improve the present method and process of working the business which the company is authorised to carry on and to carry on research for improving developing or effecting economy and greater efficiency in the business of the company or in the process of production, manufacture and working of or trading or dealing in the various substances, materials and articles and things or with any of the business for which the company is established.

40.

To establish, maintain or subsidise and conduct, organise, sponsor and/or assist research in any field that may seem calculated to promote any of the business which the company is authorised to carry on.

41.

To act as agents or brokers and as trustees for any person or company having similar objects and to undertake and perform subcontracts and to do all or any of the above things in any part of the world and as principals, agents, contractors, trustees or otherwise and by or through agents, subcontractors or trustees or otherwise and either alone or jointly with others.

42.

To create any depreciation fund, reserve fund, insurance fund, sinking fund or any other special fund whether for depreciation or repairs, replacement, improvement, extension or maintenance of any of the properties of the Company by way of Investment Allowance Reserve or any other reserve or for redemption of debentures or redeemable preference shares or for any other purposes conducive to the interest of the Company.

43.

To distribute, in the event of winding up in specie or otherwise as may be resolve, any property or assets of the Company or any proceeds of sale or disposal of any property or assets of the Company including the shares, debentures or other securities subject to the provisions of Companies Act, 1956.

44.

Subject to provisions of the Companies Act, 1956, or any other enactment in force, to indemnify and keep indemnified officers, directors, agents and servants of the Company against proceedings, costs, damages, claims and demands in respect of anything done or ordered to be done by them for and in

the interest of the Company and for any loss, damage or misfortune whatever which shall occur in execution of the duties of their office or in relation thereto. 45.

To borrow or raise or secure the payment of money from any bank or any financial Institution or any other person or persons, NRI, NRO, Foreign Bankers and Institution for the purpose of the Company’s main business in such manner and in such terms and with such rights power and privileges as the Company may think fit and particularly by issue or bonds, debentures, bill of exchange, promissory notes or other obligations or securities of the Company and with a view to hypothecate and/or in any way encumber or create charge of the undertaking and or any of the immovable or movable properties, present or future and all or any of the uncalled capital for the time being of the Company and to purchase, redeem or pay of any such securities.

46.

To amalgamate with any company or companies having objects all together or in part similar to those of these company or any other company, subject to the provision of section 391 to 394 of the Companies Act, 1956.

47.

To open branches in India and elsewhere and to get the company registered in any foreign country and adopt such means of making known to the public the business or the products of the Company as may seem expedient and in particular by advertising in the press, by circulars and publication of books and periodicals.

(C)

OTHER OBJECTS:

01.

To carry on the business of manufacturers, buyers, sellers, importers, exporters, agents, fitters, installers, assemblers of and dealers in all types of machineries, equipments, components, tools and spares.

02.

To carry on the business as manufacturer, traders of iron masters, forgers, iron founders, mechanical and electrical engineers, steel and non-ferrous metal convertors, manufacturers of agricultural equipment, manufacturers of machines and tools, brass founders, metal workers, boiler makers and metallurgists.

03.

To carry on and conduct workshops, engineering work of every description and kind and foundaries of iron and steel, brass and other metals, wood and any other substances.

04.

To purchase, take on lease or otherwise acquire any mines, mining rights and to acquire Certificate of approval from the Union of India and any interest therein, and to prospect, explore, work, exercise, develop and turn to account the same.

05.

To carry on the business of manufacturer, purchaser, seller, of bricks, all type of natural stone, tiles,wood works, empty cement bags, boards, glasses, plywood, aluminium and all other type of building materials.

06.

To carry on the business of running motor lorries, motor taxis, motor mini buses and conveyances of all kinds and on such lines and routes as the company may think fit and to transport passengers and generally to do the business of common carriers.

07.

To establish and work cement factories and to carry on the business of cement, lime burners and ceramics including sanitary fitting and chinaware.

08.

To cultivate, grow, produce, import, export or deal in any agricultrure, vegetable or fruit products and to carry on all or any of the business of farmers, have contract farming, dairymen, milk, contractors, dairy farmers and milk products, condensed milk and powdered milk, cream, cheses butter, poultry, fruits, fruit essences, vegetables, cash crops, seeds and provisions of all kinds, growers of and dealers in corn, hay and straw, seedsmen and nurserymen, all types of flower products, flowers essences and to buy, sell, manufacture and trade in any good usually traded in any of the above business or any other business inclusive of staple food and medical preparation from milk, vegetable flowers and animal products or any substitute for any of them associated with the farming interests which may be advantageously carried on by the company.

09.

To carry on the business of manufacturers of or dealers in pulp and paper of all kinds and articles made from paper or pulp and materials used in the manufacture or treatment of paper, including card board, mill boards, wall and ceiling papers and packaging cartons and news prints and photographic raw films.

10.

To carry on the business of manufacturers of or dealers in industrial machinery of all types including bearings, speed reduction units, pumps,machine tools and agricultural machinery and earth moving machinery including road rollers, bulldozers, dumpers, loaders, shovels and drag lines and light engineering goods such as cycles and sewing machines and their components.

11.

To carry on the business as manufacturers, dealers, stockists, exporters, and importers of bolts, nuts, and nails, hinges, hooks and all other hardware items of all types and descriptions.

12.

To carry on in India and elsewhere the trade or business of ironmasters, steelmakers, steel convertors, rolled steel makers, miners, smelters engineers, tin plate makers and iron and steel founders, in all their respective branches and manufacturers of ferro-maganese, coke and all sorts of bars,rods and other section sheets and plates, wire and wire products of iron and steel and other metals.

13.

To carry on the business of manufactures, dealers, exporters, importers, purchasers and sellers of MH Films, Auxiliaries hostellen, plastic goods, and ancillary items thereon.

14.

To do all types of interior decoration work, repair, fabrication processing work according to customer's specification in furnishing the buildings.

15.

To carry on the business of manufacturers, importers, exporters and dealers in sheets, metal (ferrous and non-ferrous) and sheet metal articles of all kinds in particular (i) aluminium and steel doors, windows, levers and automatic door closers (ii) galvanised buckets, fire buckets, bath tubes, mugs, drums, tanks, tin, containers and other articles for carrying or storing water oil and other solid or liquid materials (iii) all kinds of steel and metal furniture, (iv) chimneys, copes, ridgins, ventilators, roofings, hand carts, municipal carts and all other such articles.

16.

To carry on business or businesses of manufacturers, importers and exporters and dealers in ferrous and non-ferrous casting of all kinds and in particular (i) pans, rice bowls, cooking pots and hollowwares of all kinds(ii) cooking stoves of all description and their accessories, (iii) cast iron pipes and fittings railings, stair cases, ventilators and all building materials,(iv) main hole covers, surface boxes, cisterns, weights and castings of all description big or small (v) mild and maleable castings, special alloy castings and foundry works of all kinds, (vi) forgings of mild carbon alloy, stainless steels and die forgings of all types.

17.

To buy, sell, let on hire, repair, alter and deal in machinery component parts, accessories and fittings of all kinds for motors and other things and all articles used in, or capable of being used in, or in connection with manufacture, maintenance and working thereof.

18.

To carry on the business of garage keepers and suppliers, dealers of petrol, petroleum products or automobiles, spare parts.

19.

To carry on the business of buying, selling, exchanging, altering, importing, exporting, improving, assembling, distributing motor vehicles, trucks, tractors, implements, electrical goods, refrigerators, household and commercial appliances, iron and steel furniture and other manufacturings.

20.

To carry on the business of manufacturers of and/or dealers in leather imitation, leather, cloth, linoleum, tarpaulins and the like.

21.

To carry on the business of manufacturers, purchasers, sellers, importers, exporters and distributors of synthetic fibre yarn fabrics, and man-made fabrics.

22.

To carry on the business of manufacturers, buyers, sellers, exporters, contractors and dealers in Textile machinery, industrial Lubricants, chemicals and sizing materials and all types of items required by Textile Industry.

23.

To carry on the business of manufacturers, refiners, importers and exporters of and dealers in and extracting oil merchants in Copra, cotton seed, tinseed, castorseed, Soyabeenseed, ground nut or any other nut or seed or oil bearing substances whatsoever and oils, cakes manufactured therefrom, manufacturers of cattle feed, edible flour, nutritionates, flectured food, protien, enriched food and fattening preparation of every descriptions, maker and manufacturers of manures and fertilizers of every description and flour merchants.

24.

To carry on the business in poultry all kinds of breeders in livestock including cattle, cows, buffaloes, pigs, sheep, goats, mules and such other useful animals and in cattle rearing, sheep farming, livestock, importers, exporters, agents in agricultural tools, devices, accessories seeds, plants, manures, flowers, farming accessories, clays, aromatic chemicals and to prepare, formulate, recipes of all such sorts as would help the business of the Company.

25.

To produce trade, export, import, tea, coffee, rubber, cinchona and such other products.

26.

To carry on the business trade, export, import, as brewers, distillers and manufacturers of and merchants and dealers in wines, spirits, beer malts, grains, gases, fuels and energy and power, materials of all kinds and descriptions, seafood products to deal in all agricultural inputs such as implements, machinery, fertilizers, pesticides, seeds etc. and other commodities and things.

27.

To carry on the business of hotel, restaurant, flight kitchen, cafe, tavern, refreshment room and lodging house, properietors, dramaticand musical, publishers and printers, theatrical agents, box office keepers, concert room proprietors, licensed victuallers and spirit merchants, brewers, masters, distillers, importers and manufacturers of aerated mineral and artificial water and other drinks purveying caterers for public amusements generally and proprietors, job masters, farmers,dairymen, poultryers, ice merchants, importers, and brokers of live and dead stock and colonial and hair dressers, dressers, perfumers, chemists, proprietors of clubs, baths dressing rooms, libraries, grounds and instruction of all kinds, tobacco and cigar merchants, agents for railway and shipping companies carriers, theatrical and opera box office proprietors, enterprises, and general agents.

28.

To carry on the business of manufacturers of bitumen, hessian based roofing felts, fibre glass issues, aluminium foils, fibres-plastic films or any articles or things.

29.

To carry on the business of manufacturers, dealers, merchants, exporters, imports, merchants agents in textile goods as whole-sellers, semi-whole-sellers, retailers as also installation of power looms and establishing process houses for bleaching dyeing, printing, calendering and other processing of textile goods and to act as commission agents.

30.

To manufacture, process export, import or sell low and high density polythene, polypropylene high molecular, high density polythene films and bags and sheeting and lay flat tubings and or to convert any of the polythene, poly propylene HM/HDPE products into any size or shape for use in packing and wrapping of all varieties of goods and to print all plastic, high density/low density polythene, poly propylene HM/HDPE products whether rigid or flexible for packing, wrapping and for use as stationery articles, publicity and display and for daily domestic or commercial/industrial use.

31.

To carry on business as agents of insurance companies in all branches of insurance.

32.

To act as dealers whole-sellers, retailers, stockists consignment agent, commission c & f agent, representative selling agent purchasing agent distributors, brokers, exporters & importers.

33.

To carry on business as manufacturers, Marketers, Importers and Exporters of and as dealers or agents or otherwise in Pharmaceuticals, Chemicals, Taxtailes.

34.

To carry on the business of generating distributing & tranmatting electricity through Hydro Electric Thermal Power Project, Naptha, Diesel, Furnace oil or any other type of power project for sale, accumulation, distribute, supply electricity and other power (subject to an in accordance with law) for the purpose of light, heat, motive power and for any other purposes for which electric and other energy can be employed.

35.

To carry on the business of Generating distributing & tranmatting energy by Wind Mills, Solar Modules, Bio-mass, Bio-gas, Waves or and to produce energy by any other non-conventional method and deal in the said equipments, accessories and tools, and to enter into foreign collaboration, contract, sole selling agency agreement for installation, erection, operation and maintenance of all kinds of power generation equipments, products, either manufactured, sold supplied and dealt with by the said Company or by otherwise.

36.

To construct, carry out, maintain, improve, manage, work, gas work, electric works factories, warehouses, and other works and conveniences which may seem directly or indirectly conclusive to any of the Company's object and to contribute, subsidise or otherwise assist or take part in such maintenance, management working control superintendence.

37.

To carry on business as manufacturers trade, export, import of & dealers in compounds, adhesive, filters, derivatives, intermediates.

38.

To establish and run in any part of India elsewhere colleges or school for imparting general, scientific, commercial, engineering or any other type of education to the students orally or through post on such terms, and conditions as may be laid down by the company from time to time, and for that purpose to establish libraries reading rooms, laboratories, work shop and instal equipment and to arrange for their maintenance and upkeep & to establish institutions or imparting technical education and for providing training in the workshop, factories, mills or other organisations all disciplines of all establishments on such terms and conditions as the Association may deem fit and proper & to lend or make available the services of such qualified technician, engineers and experts trained by the institute to such other factories, establishments, mills, workshop, who are or may be in need of services at the discretion of the institution and on such terms and condition as may be thought fit and proper & to provide coaching for general, commercial, technical, professional or any type of certificate, diploma courses governed by Government, Semi-Government, local authority or private institution in any part of India.

39.

To carry on business as manufacturers of and/or dealers and/or impoter, exporter of coal, coke, coaltar,carbon black of all kinds, natural and synthetic coal gar, fibres and films and all kinds of organic chemical products.

40.

To purchase, take on lease or otherwise acquire any running factory, mill or any other establishment.

41.

To establish, run foundary, furance, workshop for fabrication, erection and allied jobs.

42.

To manufacture process, prepare, preserve, refine, bottle, buy, sell and deal wether as wholesalers, retailers, exporters, importers, principals or agents in foods, vegetables, canned and tinned and processed foods, protien, health and instant foods including baby and dietetic foods, cereals, beverages, cordials tonics, restoratives and aerated mineral waters and foods - stuffs and consumable provisions for human or animal consumption.

43.

To carry on the business of millers all its branches and to set up mills for milling wheat, gram, other grains and cereals, dal, basin, maida, atta, suji, and other allied products, and to manufacture any byproducts and to manufacture food products, such as biscuits, flakes, dalia, and confectionery from flours and to set up factories or mills for the manufacture thereof, to import, export the same.

44.

To carry on the business of financing leasing, of dwelling and non dwelling building and structures and to pay out of funds of company, all expenses with respect to promoting, forming, incorporating such firms, companies, bodies corporates, trust, sociesties and association. Subject to premission of RBI.

45.

To establish or assist in setting up companies undertakings in India of elsewhere and to enter into necessary collaboration for such purpose, to export technical expertises on various financial projects to such joint venture companies/undertakings or other and to acts Corporate managers or attomeys to bodies corporate incorporated in India or abroad. to provide investment, financial and tax consultancy services to Non Resident Indians, Overseas Corporate Bodies, Foreign Institutions, or nationals etc., to undertake the business of dealers in foreign exchange.

46.

To finance the industrial enteprises and business establishments by way of lending and advancing money, with or without security and upon such terms and conditions as the company may think fit and to guarantee or become sureties for the performance of any agreement of contract entered into by any enterprises or establishments with any financial institution, banks of other parties for obtaining finance whether for its long term capital, working capital or for any deferred payment finance or for any other purpose. Subject to premission of RBI.

47.

To construct, purchase or take on lease cinematography, theatres, cinema halls, multiplex and other buildings and works convenient for the purpose thereof and to manage, maintain and carry such theatres and other buildings, when so erected on.

48.

To establish shopping markets, show rooms nursing homes, schools, clubhouse, cinemas, multiplex, marriage garden, marriage hall, office premises and other buildings, for commercial purposes on lands-seized and licenced basis.

49.

To do all types of interior decoration work, repair, fabrication, processing work according to customer’s specification in furnishing the buildings.

50.

To buy, sell, import, export, forward, clear, deal in and do business of trading in metals, iron, steel, oils, deoiled cakcs, pharmaceuticals, building materials, cement, chemicals, leather, garments, clothes, consumer durable, machineries pules, grains, timber, electronic goods, agri produce, edibles and other commodities and merchandies.

51.

To manufacture, deal in process styrene, butadiene ethylene, alcohol petroleum fractions and other chemical substances of all kinds, to manufacture compounds, synthetics and other substances of all kinds.

52.

To carry on business of manufacturers, dealers, exporters, importers, purchasers & sellers of all types of bicycle, bicycle parts, accessories, tyres and tubes.

53.

To carry on and undertake the business of finance, investment and trading, hire purchase, leasing and to finance hire purchase and lease operations purchasing, selling, hiring or letting on hire plant and machinery and equipment including transport, vehicles, earth moving machinery, computers, softwares, computer consumables domestic appliances and furniture that the Company may think fit. Subject to premission of RBI.

54.

To carry on business of leasing, hire purchase, equipment finance, investments, and to act as and do business of underwriter, share broker, investment banker, corporate advisor, registrars to the issue, and financial services. Subject to premission of RBI.

55.

To acquire, purchase, sell construct, develop, build, erect, demolish, repair,renovate, alter, let out, lease, licence, exchange, furnish, fabricate acquire tenatments, occupational rights and other interest or rights in land, estate, buildings, flats, farms, roads, industrial sheds, pavements, concrete structures, godowns, shops, shopping and commercial complexes, controltowers, water tanks, bridges, culverts, row houses, hutments halls, stada, conference houses, auditourim, buildings for dwelling and commercial purposes, public conveniences, townships, amusement parks, recreation parks, holiday homes, warehouses.

56.

To Construct, erect, Build, repair, re-Model, demolish, develop, improve, grades, curve, pave, macadamize, cement and maintain building structures, houses, apartments, hospitals, schools, Highways, Roads, paths, streets, sideways, alleys, pavements and to do other similar construction, levelling or paving work,and for these purposes to purchase, take on lease, or otherwise acquire and hold any lands and prepare lay-out thereon or buildings of any tenure or description whereever statute, or rights or interests therein or connected therewith.

57.

To deal in as buyers, buyers agents, indentors, commission agents, clearing and forwarding agency, shipper, consignment agents in all kinds of commodities, metals, products, agri produce, chemicals and merchandise.

58.

To carry on the business of Gradening, Horticulture, Landscaping, Planters, Florists, Propeietors of Orchard, and traders, eporters, sellers & dealers in products of plantation, horticulture, gardening, to grow, raise, produce, plant, cultivate, buy, import, export, sell, trade & deal in trees, shrubs, plants, sprouts, vines, seeds, roots, fruits, herbs & flowers.

59.

To carry on the business in India or elsewhere to construct, build, establish, erect, promote, undertake, acquire, own operate, transport, equip, manage, renovate, recondition, turn to account, maintain, keep, and to run cold storages, storages chambers, iceplants, godowns, warehouses, refrigeration houses & freezing houses for storing, warehousing, keeping preserving & commercialising all kinds of vegetarian and non-vegetarian foods, crops, & commodities.

60.

To give advice or to offer, give, take, circulate and/or otherwise organise, accept or implement any takeover bids, mergers, amalgamations, aquisitions, diversification, rehabilitation or restructuring of any business concern undertaking, company, body corporate, partnership firms or any other association of persons whether incorporated or not by acquisition of shares or assets and liabilities, and whether as a going concern or as a part of the concern of otherwise as may be required having regard to business exigencies and to promote or procure incorporation, formation or setting up of concerns and undertaking whether as Company, body corporate, partnership or any other association of persons, advise and assist for or in connection with incorporate investments.

61.

To carry on the business of manufacture, sell, purchase, export, import, deal in or act as agents, distributors, suppliers of chemicals used for manufacture of pharmaceuticals, drugs, enzymes and sanitary napkins.

62.

To carry on business relating to the manpower placements, recruitment of qualified, semi qualified, skilled, unskilled, labour/employees for any business house, industry, trade, service organization and to act as agent and operate agency for service provider, body shoppers, training provider, advice for placement, assist in change of jobs, recruitment agent, placement service agent, manpower engager, consultant for manpower planning, human resource development independently or thorough franchise through out India and abroad.

63.

To carry on and undertake any transaction, operations or business as financiers, promoters, concessionaries, guarantors, agents, and contractors and to undertake and carry out all such operations and transactions as an individual capitalist may lawfully undertake and carryout.

64.

To carry on agency business.

65.

To carry on and engage in the business at its own or association with any Indian or foreign agency, individual, firm company or Govt. undertaking either in India or abroad and also to act as franchise for electronic information technology development, up gradation, manufacturing, processing and up gradation of hardware, software, web-site, web-page, internet, e-mail, online electronic communication systems, data processing, developing, producing, generating, dealing and manufacturing and dealing, upgrading in all types of the computer hardware's, software's, computer stationery and to run and operate the computer hardware and software training institute for the training of the computer operations, preparations and development, up-gradation of software, SAP packages, ERP packages, accounting, other packages and programming in India and abroad.

IV.

The liability of the members is limited. V.

The Authorised Shares Capital of the Company is Rs. 5,00, 000/- (Rs. Five Lacs) divided into 50,000 (Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

THE COMPANIES ACT, 1956 (COMPANY LIMITED BY SHARES)

Articles of Association of SENSOTECH WEIGHING SYSTEMS PRIVATE LIMITED 01.

Subject to anything to the contrary hearinafter provided the regulations contained in table ‘A’ of the first Schedule to the Companies Act, 1956 and applicable to Private Limited Companies shall apply to this Company unless inconisisted with the provisions contained in these Articles.

02.

The regulations for the management of the Company and for the observance of the members thereof and their representatives shall subject to any exercise of the statutory powers of the Company in reference to the repeal or alteration of its regulation by special resolution, as prescribed or permitted by the Act be such as are contained in these Articles. INTERPRETATION

03.

In these Articles unless there be something in the subject or context inconsistent herewith. ‘The Company” means SENSOTECH WEIGHING SYSTEMS PRIVATE LIMITED ‘The Act’ or ‘The said Act’ means the Companies Act, 1956 as amended by any Act or Acts for the time being in force in the union of India. ‘The Directors/The Board of Directors” means the D irectors for the time being of the Company and includes any person occupying the position of a Director by whatever name called or the Directors assembled at a meeting of the Board of Directors. ‘Month’ means the calendar Month. ‘The Office’ means the Registered Office for the time being of the Company. ‘The Presents’ means these Articles of Association or originally formed or as altered from time to time by special resolution. ‘Dividend’ includes bonus. ‘Seal’ means the Common Seal of the Company. ‘Writing’ shall include printing and lithography and any other mode of representing or reproducing words in visible form. ‘The Board of Directors’ or ‘The Board’ means the Board of Directors of the Company. ‘The Managing Directors’ mean Managing Directors of the Company, as defined under Section 2(26) of the Companies Act, 1956. ‘The Secretary means the Secretary of the Company, as defined under Section 2(45) and 383-A of the Companies Act, 1956. PRIVATE COMPANY

04.

The Company is a Private Company within the meaning of Section 2(35) and 3(1) (iii) of the Companies Act, 1956 and the company will have a minimum paid up capital of Rs. One Lakh or such higher paid up capital as may be prescribed from time to time under the Companies Act, 1956 accordingly :(a) The right to transfer shares of the company is restricted. (b) No invitation shall be issued to the public to subscribe for any shares in or debentures of the Company ; and (c) The number of members of the Company shall be limited to fifty not including :(i) Person who are in the employment of the Company; and (ii) Persons who having been formerly in the employment of the Company were members of the Com pany while in that employment and have continued to be the members of the company after the employment ceased; (d) The Company prohibits any invitation or acceptance of deposits from the persons other than its members, directors or their relatives.

Provided that where two or more persons held one or more shares in the Company joiintly, they shall for the prupose of this clause be treated as a single member. SHARE CAPITAL 5. The Authorised Shares Capital of the Company is Rs. 5,00, 000/- (Rs. Five Lacs) divided into 50,000 (Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

06.

The Company shall have power to issue preference shares subject to the provisions of the Act, exercise such powers in any manner prescribed by the resolution authorising the issue of such shares.

07.

The Company in General Meeting may, from time to time, increase the capital by creation of the new shares of such amount as may be deemed expedient.

08.

The new shares shall be issued upon such terms and conditions and with such rights and privileges attached thereto as the General Meeting resolving upon the creation thereof shall direct, and if no directions shall be given as the Directors shall determine and in particular such shares may (subject to any special rights for the time being attached to any existing class of shares) be issued with preferential or qualified right to dividends and in the distribution of assets of the Company and with a special or without any right of voting.

09.

The Company in General Meeting may before the issue of any new shares, determine that the same or any of them shall be offered in the first instance, and either at par or at a premium, to all the holders of any class of shares in proportion, as nearly by circumstances admit to the amount of the capital held by them or, make any other provisions as the issue and allotment of the new shares. Any offer made under this clause, shall be made by notice specifying the number of shares offered and the limited time within which the offer if not accepted, will be deemed to be declined after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may likewise dispose of any new shares which (by reason of the ratio which the new shares bear the shares held by persons entitled to any offer of new shares) can not in the opinion of the Directors by conveniently offered under these Articles.

10.

Except so far as otherwise provided by the conditions of issue, or by these presents any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions therein contained with reference to the payment of calls and instalments, lien, forfeiture, transfer and transmission, surrender and otherwise.

11.

The shares shall be under the control of the Directors, who may allot or otherwise dispose of the same to such person, on such terms and conditions and at such time as the Directors may think fit, but subject always to the Articles herein contained and also to the restrictions mentioned in foregoing Article hereof.

12.

As regards allotments made from time to time, the Company shall duly comply with provisions of Section 75 of the Companies Act, 1956.

13.

If by the conditions of issue of any shares, the whole part of the amount of issue price thereof shall be payable by instalment, when due be paid to the Company, by the persons, who for the time being shall be registered holder of the share or by his executor or administrator.

14.

The joint holders of a share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such share. SHARE CERTIFICATES

15.

The certificate of titles to shares shall be issued within three months after allotment or within two months after the application for the registration of transfer is received under the seal of the Company signed by two Directors and Secretary or some other person appointed by the Director subject to such rules and regulations as may be prescribed by law from time to time.

16.

Every person whose name is entered as a member in the Register of Members shall be entitled to receive within three months after the allotment or within two months after the application for the registration of transfer the certificate for the shares allotted to him.

17.

Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon.

18.

If any certificate be old, decrepit, worn, torn or defaced where space on its reverse side for recording transfer have been duly utilised, upon the surrender thereof to the Company, the Board shall order the same to be cancelled and issue a new certificate in lieu thereof without any payment, if any certificate be lost or destroyed then upon proof of such loss or destruction to the satisfaction of the Board and on such indemnity and the payment of out of pocket expenses incurred by the Company in investigating evidence, as the Board thinks fit, a new certificate in lieu thereof shall be given to the person entitled to such lost or destroyed certificate on a fee of one rupee for each or such smaller fee as the Board may determine. SHARE TRANSFER

19.

Shares may at any time be transferred to any member of the Company, (save as aforesaid and save as provided by Article 24 and 25 hereof). No share shall be transferred to a person who is not a member of the Company, so long as any member of the Company, or any person selected by the Director, as one to whom it is desirable in the interest of the Company to admit, to membership, is willing to purchase the same at the fair value as hereinafter provided.

20

Except where the transfer is made pursuant to the Article 24 or Article 25 hereof, the person proposing to transfer any shares (hereinafter called the proposing transferor) shall give notice in writing (hereinafter called “the transfer notice”) to the Company that he desires to transfer the same. Such notice shall specify the sum he fixes as the fair value and shall constitute the Company, as his agent for the sale of the shares to any member of the Company, or person selected as aforesaid willing to purchase the shares (hereinafter called the “purchasing member”) at the price so fixed or at the option of the purchasing member at the fair value fixed in accordance with Article 22 hereof. A transfer notice may include several shares and in such case operate as if it were a separate notice in respect of each share. A transfer notice can be revoked with the sanction of the Directors.

21.

It the Company shall within the period of one month after being served with a transfer notice, find a purchasing member, shall give notice thereof to the proposing transferor, who shall be bound upon payment of the fair value as fixed in accordance with Article 20 to 22 hereof, to transfer the shares to such purchasing member or members.

22.

For the purposes of these Articles, the fair value of share shall be ascertained as follows:

23.

(a)

The Company in General Meeting may from time to time, by resolution, passed by majority of not less than three fourth in value of the holders of the shares of the Company declare the fair value of the shares to be hereafter dealt with in accordance with Articles 19 to 24 hereof and until such resolution is passed the face value shall be deemed to be the fair value of the shares.

(b)

Such resolution shall remain in force until the expiration of one year after the passing thereof, or for such lesser period as shall be specified therein or until by a resolution passed by a majority of not less than three fourth in value of the holders of the shares it shall be annulled.

(c)

If, at the time when a transfer notice is given as aforesaid, any such resolution fixing the fair value in force, the fair value fixed thereby shall be deemed to be the fair value of the shares comprised in such transfer notice, with the addition thereto of interest at 9% per annum from the date of the meeting in which the fair value was last fixed to the date of the completion of such sale (less dividend if any, paid in the meantime).

(d)

If at the time when the transfer after having become bound as aforesaid, no such resolution is in force, it shall rest with the proposing transferor and the purchasing member to fix by agreement the fair value of the shares comprised in the transfer notice and in case any difference arises between the proposing transferor and the purchasing member as to the fair value of a share, the Auditors of the Company shall, on the application of either partly, certify in writing the sum which in their opinion is fair value and in carrying on the Auditors shall be considered to be acting as experts and not as arbitrators and accordingly the Indian Arbitration Act shall not apply.

In any case the proposing transferor, after having become bound as aforesaid, makes default in transferring the shares, the Company may receive the purchase money and the proposing transferor shall be deemed to have appointed any one Director or the Secretary of the Company as his agent to

execute as transfer of the shares to the purchasing member, and upon the execution of such transfer the Company shall hold the purchase money in trust for the proposing transferor. The receipt of the Company for the purchase money shall be a good discharge to the purchasing member and after his name has been entered in the register in purported exercise of the aforesaid power, the validity of the proceeding shall not be questioned by any person. 24.

If the Company shall not within the period of one month after being served with a transfer notice find a purchasing member and give notice in the manner aforesaid, the proposing transferor shall at any time within three months afterwards be at liberty, subject to Article 28 thereof, to sell and transfer the share to any person and at prize not less than the fair value as fixed in accordance with Article 20 or Article 22 hereof.

25.

Any share may be transferred by a member to any minor or other legal issue, son-in-law, father, mother, brother, sister, nephew, neice, wife or husband or such member and any share of a deceased member may be transferred by his executors, administrators or assignees to any child or other legal issue, son-in-law, daughter-in-law, father, mother, brother, sister, nephew, neice, widow, or widower of such any deceased member (to whom such deceased member may have specifically bequeathed the same) and shares standing in the name of trustees to the will of any deceased member may be transferred upon any charge of trustees to the name of the trustees for the time being of such will and the restrictions in the Articles 19 to 24 hereof shall not apply to any transfer authorised by these Articles.

26.

The instrument of transfer shall be in writing on the prescribed form.

27.

Any person becoming entitled to or the transfer of any share in consequence of the death or insolvency of any share holder thereof or any mode other than by transfer upon producing such evidence of his title thereto or that he sustains the character in respect of which he proposes to act under this Article as the Directors think sufficient may with the consent of the Directors (which they shall not be under any obligation to give) and without production of any Probait or Letters of Administration or Succession Certificate and upon such terms as to indemnity or otherwise as the Directors may impose, be registered as any member himself in respect of such shares or may with such other person as the Directors may approve of. However, in the event of his proposing to such person as aforesaid, it shall be subject to the same restrictions as those hereinbefore.

28.

The Directors may in their absolute and uncontrolled discretion decline to register any transfer of shares to a person of whom they do not approve, not being already a member of the Company and may also decline to register any transfer of shares on which the Company has a lien. The Directors may also suspend the registration of transfer during the fourteen days immediately proceeding the Annual General Meeting in each year. The Directors may decline to recognise any instrument of transfer unless the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transfer, to make the transfer. If the Directors refuse to register a transfer of any share, they, shall, within two months after the date on which the transfer was lodged with the Company send to the transferee and transferor, notice of the refusal.

29.

In case the Directors consider that the continuance of any person as a member of the Company is detrimental to the interest of the Company, they may in their discreation if authorised by a resolution passed by a majority of three fourth in value of the shareholders at a General meeting, call upon the said person or persons to transfer his or her or their representative share or shares at a price which the Auditors of the Company for the time being shall certify in writing under their hand to be in their opinion, the fair selling price thereof as between a willing vendor and a willing purchaser to any one or more of the continuing members or to any outsider approved by the above said majority of the shareholders in accordance with the provisions of these and from the date the transfer of shares become effective under the aforesaid resolution, the said persons shall ipso facto cease to be a member or members of the Company may become disentitled to any of the rights, privileges and benefits as such member of the Company. GENERAL MEETING

30

(i)

Subject to the provisions of the Section 166 read with Section 210 of the Companies Act, 1956, the First Annual General Meeting of the Company shall be held within eighteen months from the date of incorporation of the Company and the next Annual General Meeting of the Company shall be held within six months after the expiry of the financial year in which the First Annual General Meeting was held and there after an Annual General Meeting of the Company shall be held within six months after the expiry of each financial year but so that not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next.

Every Annual General Meeting shall be called for a time during business hours on a day that is not a public holiday and shall be held either at the Registered Office of the Company or at some other place within the city or town in which the registered office of the Company is situated and the notice calling the meeting shall spicify it as Annual General Meeting. (ii) All General Meetings other than Annual General Meeting shall be called Extra-ordinary General Meeting. 31.

A General Meeting of the Company may be called by giving not less than 7 clear days notice in writing to all members entitled to receive the same specifying the place, day and hour of the meeting.

32.

The accidental ommission to give any such notice or the non-receipt of any such notice by the members to whom it should be given, shall not invalidate any resolution passed or proceeding held at such meeting.

33.

Two members present personally shall be a quorum for all purposes at any General Meeting.

34.

On a poll every member shall have one vote in respect of each share held by him.

35. 36.

BOARD OF DIRECTORS The number of Directors shall not be less than Two and not more than Twelve unless and until otherwise determined by the Company at a General Meeting. The First Directors of the Company shall :

1. ANUJ DIXIT 2. RAGHUNANDAN PURANIK 37.

The Board shall have power at any time and from time to time to appoint a person as an additional Director, who shall hold office until the date of the next Annual General Meeting. In any case the limit mentioned as above regarding the maximum number of Directors shall not exceed by such appointments.

38.

The Board of Directors may appoint an alternate Director to act for a Director (hereinafter referred to as Original Director) during his absence for a period of not less than three months from the State in which the meetings of the Board are ordinarily held. The alternate Director so appointed shall not hold office as such for a period longer than permissible to the original Director in whose place he has been appointed and shall vacate office as and when the original Director returns to the State in which the meetings of Board are ordinarily held.

39.

The Board shall have power at any time in the course of its business and to benefit the Company and shall subject to the provisions of the Act be entitled to agree with any person, firm, corporation, government, financing or other authority, that he or it shall have the rights to appoint his or its nominee on the Board of Directors of the Company upon such terms, and conditions as the Directors may deem fit. Such nominee Directors shall be entitled to hold office until requested to retire by the Government authority, person, firm, institution or corporation who may have appointed them and will not be bound to retire by rotation. As and whenever a nominee Director vacates office whether upon request as aforesaid or by death resignation or otherwise the Government authority, person, firm, institution or corporation who appointed such nominee Director may if the agreement so provides, appoint another Director in his place.

40.

Unless otherwise determined by the Company in General Meeting it shall not be necessary for a Director to hold qualification share in the Company.

41.

Every Director shall be paid:

(a)

Such sum not exceeding the limits of meeting fee laid down in Section 310 of the Companies Act, 1956 per Directors, per meeting of the Board of Directors, as the Board of Directors may fix from time to time for every meeting of the Board of Directors of the Company attended by him/he/her as a Director/Committee thereof.

(b)

In addition to the above, all travelling and out of pocket expenses incurred if any, for attending and returning from the place of meeting of the Board of Directors or any committee thereof.

(c)

Any sum or sums incurred by him/her in connection with the business of the Company shall be reimbursed to him/her and shall not be included in or deemed as his/her remuneration.

(d)

Subject to the provisions of Section 314 of the Companies Act, 1956 any other sum either by way of a monthly payment or on the basis of a percentage of profits or both or otherwise as may be determined by the Board of Directors at any time, from time to time.

42.

If at any meeting at which an election of Directors ought to take place the places of the vacating Directors or any one or more of them are not filled up, the meeting shall, unless it shall be determined at any such meeting to reduce the number of Directors, stand adjourned to the same day in the next week at the same time and place and if at adjourned meeting the place of vacating Directors are not filled up, the retiring Directors or such or them as have not had their places filled up shall be deemed to be re-elected at the adjourned meeting.

43.

The office of a Director shall ipso facto be vacated in addition to the events and grounds enumerated by Section 283(1) of the Companies Act, 1956 if by notice in writing to Company he/she resigns from his/her office and the said resignation is accepted by the Board.

44.

Subject to the provisions of Sec. 297 the Companies Act,1956 the Directors of the Company shall be entitled to contract with the Company and no Director shall be disqualified by his having contracted with the Company as aforesaid.

45.

Subject to the provisions of Section 299 of the Act, general notice that a Director is a member of any particular firm or Company and is to be regarded as interested in any subsequent transaction with such firm or Company shall be sufficient disclosure of his interest after such general notice and it shall not be necessary to give any special notice relating to any particular transaction with such firm or Company.

46.

Subject to the provisions of Section 292 of the Act, the Board of Directors may delegate any of their powers to any committee consisting of such member or members of their body as they think fit and/or the Managing Director. A committee so formed or the Managing Director shall in the exercise of the powers so delegated confirm to any regulations that may from time to time be imposed upon it or him by the Board of Directors.

47.

The meeting and proceedings of any committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meeting and proceedings of the Directors as far as the same are applicable thereto, and are not superceded by any regulations made by the Board under the last proceedings clauses.

48.

Subject to the provisions of Section 201 of the Companies Act, 1956 no Director, Managing Director or any other Officer of the Company shall be liable for the acts, receipts, negligence or default of any other Director or Officer or for the signing in any receipt of other acts for confirmity or for any loss or expenses happening to the Company through the insufficiency or deficiency of title to any property acquired by the order of the Directors for or on behalf of the Company or for insufficiency or deficiency of any security in or upon which any of the many of the Company any shall be invested or for any loss or damage arising from bankruptcy, insolvency or forntuitious act or any person with whom any money, securities effects of the Company shall be invested or for any loss occassioned by any error of judgement or over sight or for any other loss, or damage or misfortune whatsoever which shall happen in the execution of the duties of his officer or in relation thereto unless the same happens through his own dishonesty and wilful neglect. POWERS AND DUTIES OF DIRECTORS 49.

The Directors of the Company shall have all the powers in the Company except so far as they stand restricted or regulated by the provision of the Companies Act, 1956 or by these Articles.

50.

Without prejudice to the generality of the power conferred upon the Directors, whether by the provision of law for the time being in force and/or applicability of the Articles of Table ‘A’ and/or the provision of these presents or otherwise, the Board shall be entitled to exercise all such powers and do all such acts, and these things, as the Company authorises them to execute or do, but it is hereby expressly declared that the Directors shall have the following powers: (i)

To purchase or otherwise acquire for the Company any property whether movable or immovable and any rights any and privileges which the Company is authorised to acquire on such prices and generally on such terms and conditions as they think fit.

(ii)

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

(iii)

To accept from any member on such terms and conditions as shall be agreed and so far as may be permissible in law, surrender of his shares in the Company or any part thereof, subject to the provisions of Section 77 of the Companies Act, 1956.

(iv)

To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debts or dues and of any claims or demands by or against the Company.

(v)

To refer to any claims or demands by or against the Company to arbitration and observe, perform and carry out the awards.

(vi)

To make and give receipts, release and other discharges for money or property payable or deliverable to the company and for the claims and the demands of the Company.

(vii)

To determine who shall be entitled to sign, on the Company’s behalf, cash memos, bills, notes, receipts, acceptance, endorsement, cheques, release, contracts and documents.

(viii)

From time to time to provide for the management or the affairs of the Company in such manner as they think fit and in particular to appoint any person(s) to be the Attorney or agents of the Company with such powers (including power to sub-delegate) and upon such terms and remuneration as may be thought fit.

(ix)

Subject to the provisions of the Companies Act, 1956 to invest and deal with any of the moneys of the Company not immediately required for the purposes thereof in such securities (not being shares in this Company) and in such manner as they may think fit and from time to time vary or realise such investments.

(x)

To borrow or raise, secure the payment of the sum or money for the purpose of the Company in such manner and upon such terms and conditions as they shall think fit by mortgage, pledge, hypothecation or otherwise charged upon all or any of the Company’s property both present and future including the uncalled capital and to purchase, redeem or pay off such securities.

(xi)

To give to any person employed by the Company a commission on the profits of any particular business or transaction or a share in the net profits of the Company and such payment shall be treated as part of the working expenses of the Company.

(xii)

To enter into such negotiations and rescind and vary, all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matter aforesaid or otherwise for the purpose of the Company.

(xiii)

To sell such portions of the lands or buildings or machineries and/or other capital asset of the Company as may not be required for the purpose of the Company.

(xiv)

To subscribe for, purchase accept, take hold or otherwise acquire share in any Company, society or undertaking the object of which shall either wholly or in part be similar to those of

this Company or such as may be likely to promote or advance the business in the interest of the Company. (xv)

To appoint Executives(s) and/or other members of the senior staff (he may be Director) on the terms and conditions as they may think fit subject to the provisions of Section 314 of the Companies Act, 1956 where applicable.

(xvi)

To provide for the welfare of the employees (including Directors) of the Company or its predecessors in business and the wives, widows and families or the dependants of connections of such persons by building or contributing to the building of houses or dwellings quarters or by grant of money, pensions, gratuities allowances,bonuses, profits, sharing bonuses or benefit or any other payments or by creating and from time to time subscribing or contributing to provident fund or other associations, institutions, funds, profits sharing or other scheme or trust and by providing or subscribing contributing, towards places of instruction and recreation hospital dispensaries as the Board shall think fit, subject to the provisions of Section 293-A of the Companies Act, 1956. MANAGING DIRECTOR(S)

51.

The Board of Directors may at any time appoint or re-appoint any of the Directors as a Managing Director upon such terms and upon such conditions in all respects as may be deemed fit by the said Board.

52.

The Managing Director(s) shall be entitled to such salary as may be determined by the Board of the Directors from time to time and out of pocket expenses incurred in connection with the business of the Company and such travelling and other expenses as may be permitted by the Board of Directors from time to time.

53.

The remuneration of the Managing Director(s) under the preceeding clause No. 52 shall be in addition to any sum of money that the Managing Director(s) may be entitled to as an ordinary Director of the Company.

54.

Subject to the general supervision and control of the Board of Directors, the Managing Director(s) shall have all the powers of the Board of Directors of the Company, unless such powers have to be exercised by the Board under the provisions of law and in particular the Managing Director is authorised to execute sign, enter into and to execute all such contracts, conveyances, lease, assignments, assurances, deed, agreements, instruments, in connection with all movable and immovable properties of the Company and in relation to the business of the Company and to enter into all agreements, negotiations and make representation to the Government both State and Central, Financial Institutions, Public bodies, banks etc. and shall sign, execute all necessary applications and documents, as may be required or deemed fit and proper requisite from time to time. He may settle any account or reckoning whatsoever on behalf of the Company. SECRETARY

55.

A Secretary possessing the qualification as prescribed by the Company's (Sectetary’s Qualification) Rules, 1988 and as amended from time to time may be appointed by the Board of such period and such remuneration of terms and conditions as it may think fit.

56.

A Director may be appointed as Secretary subject to the provisions of Section 314 and 383 A of the Act. THE SEAL

57.

The Board of Directors shall provide for the safe custody of the seal.

58.

The seal shall not be affixed to instrument except by the previous authority of the Board or a committee thereof authorised by the Board on that behalf. Every instrument on which the Seal is affixed shall be signed by the Managing Director if there is one or atleast by any one Director of the Company, if there is no such Managing Director. The share certificate shall however be sealed and signed in accordance with the Companies (Issue of Share Certificates) Rules, 1960. DIVIDEND

59.

The Company in Annual General Meeting may declare dividend to be paid to members according to their respective rights but no dividends shall exceed the amount recommended by the Board. The

Board of Directors may in their discretion recommend dividend on the equity shares with reference to the nominal value of shares. 60.

The board shall be authorised to declare interim dividend from time to time out of the current years profits or out of the accumulated balance in profit & loss account of the company. CAPITALISATION OF PROFITS

61.

The company may resolve in general meeting to capitalise free reserves & share premium account for the purpose of issue of Bonus shares from time to time. ACCOUNTS

62.

The Company shall keep at it registered office or at such other place as the Board may decide proper books of Accounts as required under Sec. 209 the Companies Act, 1956 or any statutory modification thereof for time being in force, as far as the same may apply on the Company. AUDIT

63.

The First Auditors of the Company shall be appointed by the Board of Directors within one month of the Date of Incorporation of the Company and the subsequent Auditors shall be appointed at such Annual General Meeting of Company and shall hold office from conclusion of that meeting until the conclusion of the next Annual General Meeting, Auditors appointment, remuneration, rights and duties shall be regulated in accordance with the provisions of Section 224 to 231 of the Companies Act,1956 or any statutory modification thereof for the time being in force. WINDING UP

64.

The Liquidator in the winding up (whether voluntary, under supervision of the Court or compulsory) may with the sanction of special resolution, but subject to the right attached to any preference share capital, divide among the contributories in specie any part of the assets of the Company and under like sanction, vest any part to the assets of the Company in trustees upon such trusts of benefits of the contributories as the liquidator, with the like sanction think fit. INDEMNITY

65.

Every Director, Auditor and any other Officer of the Company for the time being acting in relation to any of the affairs of the Company and their heirs, executors and personal representative respectively shall be indemnified by the Company from and against law suits proceeding cost, charges, losses and expenses and the amount of such indemnity is provided shall immediately attach a lien of the property of the Company subject to the provisions of Section 201 of the Companies Act, 1956.18 SECRECY

66. Every Director, Auditor, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant or other persons employed in the business of the Company shall if so required by the Directors before entering upon his duties sign a declaration pledging himself to observe strict secrecy, respecting all transactions of the Company with its customers and State of Accounts with individuals and in matters relating thereto and shall on 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 so by the Directors or by any meeting or by a Court of law and except so far as may be necessary in order to comply with any of the provisions in these presents contained.