Under The Companies Act, 1956

Under the companies act, 1956 (1 of 1956) (Company Limited by Shares)

ARTICLES OF ASSOCIATION OF

VSN LABORATORIES PRIVATE LIMITED Preliminary

The following Articles shall be regulations for the management of the company. 1. The regulations contained in Table ‘A’ of the First Schedule to Companies act, 1956 so for as they are applicable to a private company shall apply to this Company save in so far they are expressly or by implication excluded by the following articles; 2. The Company is a private company within the meaning of section 3(1)(iii) of the Companies Act, 1956 3. The Company shall be a private Company within the meaning of section 3(1)(iii) of the Companies Act, 1956 and accordingly. (i) (ii)

(iii)

The right to transfer shares of the company is restricted. The number of members of the company exclusive of persons who are in the employment of the company were members of the company while in the employment and have continued to be members after the employment ceased shall be limited to fifty, provided for the purposes of these Regulations where two or more persons hold one or more shares in the company jointly, they shall be treated as a single member, and No invitation shall be issued to the public to subscribe for any shares in or debentures of the company.

2 (iv)

Prohibits any invitation or acceptance of deposits from person other than its members, directors or their relatives.

CAPITAL Share Capital: The Authorised Share Capital of the Company is Rs.50,00,000/- (Rupees Ffity lakhs Only) divided into 50,000 (Fifty thousand only) Equity share of Rs.100(One Hundred each only). 4.

Where any shares in the company are issued for the purpose of raising money to defray the expenses of the Construction of any work or building or for the provision of any plat which cannot be made profitable for lengthy period, the Board of Directors of the company shall be entitled to pay interest on so much of the share capital as is for the time being paid up for the period and subject to the conditions and restrictions mentioned in sub-sections (2) to (7) of Sec.208 of the Act, and charge the sum so paid by way of interest capital as part of the cost of construction of the work or building or provision of the plant.

Allotment of shares: 5. a) The issue of shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons and on such terms and conditions as they think fit and proper, provided however, that the company in General Meeting to make any provision as regards the offer, issue, allotment or other disposal of such shares before the issue thereof by the Directors, but such a provision shall not be in contravention of section 3(I)(iii) of the Companies Act, 1956. b) The Directors may allot and issue shares in the capital of the company in payment or part payment for any property sold and transfer red or for services rendered to the company in or about the formation of or promotion of the Company or the conduct its business and any shares which may be so allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. PROHIBITION OF INVESTMENT IN COMPANY’S OWN SHARES: 6. Except as provided in Section 77 of the Act, no Part of the funds of the company shall be employed in the purchase of the shares of the Company and the company shall not give whether by means of loans guarantee the provision of security or otherwise any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company 7.

Save as herein otherwise provided the Company shall be entitled to treat the registered holder of any shares as the absolute owner thereof and accordingly shall not except as ordered by a court of competent jurisdiction or as by statue required, be bound to recognise any equitable or other claim to or interest in such shares on the part of any other person.

Shares to be numbered and certificate of shares: 8. Each share in the company shall be distinguished by its appropriate number. A certificate under the common seal of the company specifying the shares held by a number shall be prima-facie evidence of the member to such shares. Liability of members: 9. Every member or his heirs, executors or administrators shall pay to the company to the proportion of the capital represented by his shares or which may for the time being, remain unpaid thereon in such amounts at such time or times and in such manner as the Board of Directors shall from time to time in accordance with these presents require or fix for the payment thereof. Notice of Change of name: 10. No member who changes his name shall be entitled to recover any dividend or to vote, until notice of the change is given to the Company, in order that the same be registered.

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CERTIFICATE Share certificate: 11. The certificate of title to a share shall be issued under the seal of the Company, in accordance with the Companies (issue of share certificate) Rules, 1960 and the statutory modifications thereof for the time being in force. Members right to certificate: 12. Every member shall be entitled free of charge to one certificate for all the shares registered in his name, or he may upon paying such fee, if any as the Directors may from time to determine, have several certificates each for one or several shares. The Company, shall not be bound to issue more than one certificate in respect of the same shares to joint-holders. Delivery of certificate of joint-holders: 13. A Certificate of shares registered in the name of to or more person shall unless otherwise directed them in writing be delivered to the persons first named on the register of members Issue of new certificate 14. If any certificate be worn out torn defected or otherwise mutilated or rendered useless or if theories no space on the back there of for endorsement of transfers then upon production thereof to the directors they order the same to be cancelled and may issue free of charge a new certificate in thereof if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the directors and on such indemnity as the Directors deem adequate being given a new setificate in ECU thereof shall be given to the Party entitled to suchlost or destroyed certificate on payment of such fee not exceeding Rupee on as the directors may deter mine in that behalf any renewed certificate shall a marked as such CALLS Calls 15. (a) The Directors, may form time to time, by a resolution passed at a meeting of the Board (not by a eireular resolution) make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times and each member shall pay the amount of every call so made on him to the person and at the times and each member shall pay the amount of every call so made on him to the person and at the times and places appointed by the Board of Directors. A call may be made payable by Installment. Liability of joint holders of shares: (b) The joint holders of a share shall be severally as well jointly liable for the payment of all installments and calls due in respect of such. Call to be on a uniform basis: 16. All calls for share capital shall be made on uniform basis on all shares falling under the same class. For the purposes of this Article, shares of the same nominal value on which different amounts have been paid-up shall not be deemed to fall under the same class. When calls deemed to be made: 17. A call shall be deemed to have been made at the time when the resolution of the Board of Directors authorising such call was passed Notice of calls: 18. Atleast fourteen days notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid.

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Amount payable at fixed installments shall be payable as calls: 19. If by the terms of issue of any shares or otherwise any amount is made payable on allotment at any fixed date or by installments at fixed dates (whether on account of the nominal amount of shares or by way of premium), every such amount or installment shall be payable as if it were a call duly made by the directors and of which due notice has been given, and all the provisions here in contained in respect of the call shall relate to such amount or installment accordingly. Extension of time for payment of calls: 20. The Board of Directors may, form time to time at its discretion, extend the time fixed for the payment of any call, and may extend such time as to all or any of the members whom, for residence at a distance or other cause, the Board of Directors may deem fairly entitled to such extension but no member shall be entitled to such extension save as a matter of grace and favour. Interest on call or instalment: 21. If the sum payable in respect of any call or Instalment be not paid on or before the day appointed for payment thereof, or any such extensions thereof as aforesaid, the holder for the time being of the shares in respect of which the call shall have been made, or the instalment shall be due shall payment thereof to the time of the actual payment or at such other rate as the Directors may from time to time determine. The Directors may in their absolute desertion, waive the payment of interest under the clause generally or in the case of any particular person liable to pay such calls. Evidence on act on for calls: 22. On the trail or hearing of any action or suit brought by the company against any members or his legal representatives for the recovery of any money due for any call or other money in respect of his shares it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered is entered in the Register of Members as the holders of shares at or subsequently to the date at which the money sought to be recovered is alleged to have become due; that the resolution making the calls is duly in the Board Minutes Book; and the notice of such call was duly given to the member or his legal representatives sued in pursuance of these articles; and it shall not be necessary to prove the appointment of the Directors who made such call or any other matters aforesaid shall be conclusive evidence of the debt. Payment of calls in advance: 23. The Board of Directors may, if it thinks fit, receive from any member willing to advance the same, al or any part of the sum due upon the shares held by him, beyond the sum actually called for and upon the amount paid or satisfied in advance, or so much thereof, as from time to time, exceeds the amount of the company made upon the shares in respect of such advance has been made, the company may pay interest at such rate as the member paying such sum in advance and the Board of Directors agree upon and the Board of Directors may at any time repay the moneys so advanced upon giving such member three months notice in writing. The amount paid upon advance of calls shall not confer right to dividend or to participate in the profits of the company or any voting rights in respect of the money so paid until the same would, but for such payment be presently payable. FORFEITURE AND LIEN Notice upon failure to pay call or intalment: 24. If any member or his legal representative, as the case may be, fail to pay or otherwise, on or before the day appointed for the payment of the same or any extension thereof as the case may be the Directors may at any time thereafter, during such time as the call, in instalment, interest or other money or any part thereof remains unpaid, or a judgment or decree in response in respect thereof remains, unsatisfied in whole or in part serve a notice on such member or his legal representative, as the case may be, requiring him to pay the same or such part thereof as remains unpaid together with any interest that may have been incurred by the Company by reason of such non-payment.

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Set-off of money due to share holders from company: 25. Any money due from the Company to a shareholder may without the consent of such shareholder, be applied by the Company in or towards payment of any money due from him to the Company for calls or other wise. Form of notice: 26. The notice shall name a day (not being less than fourteen days from the day of notice) and a place or places on and at which such call or instalment, interest or other money or part thereof and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at the place appointed the shares in respect of which the call was made or instalment interest or other money or part thereof or expenses is payable will be liable to be forfeited. Forfeiture on failure to comply with notice: 27. If the requirements of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may, at any time thereafter before payment of all calls, instalments, interest expenses or other moneys due in respect thereof, be forfeited by resolution of the Directors to that effect. Neither the receipt by the company of the portion of any money which shall from time to time be due form any member to the company in respect of his shares either by way of principal or interest nor any indulgence granted by the company in respect of the payment of any such money, shall preclude the company from thereafter proceeding to enforce a forfeiture of such shares as herein provided. Notice of forfeiture 28. When any share shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture, with the date there of shall forthwith be made in the Register of members but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid. Forfeited shares to become the property of the company. 29. Any share so formatted, shall be deemed to be the property of the company and the Directors may sell, re-allot or otherwise dispose of the same in such manner as they think fit. Power to annul forfeiture. 30. The Directors may at any time before any shares so forfeited shall have been sold, re-allotted, or otherwise disposed of annul the forfeiture thereof upon such conditions as they think fit. Liability on forfeiture. 31. A person whose shares have been forfeited shall cease to be a member in respect of the share, but shall, not withstanding such forfeiture pay to the company, all the moneys, owing upon or in respect of such share, at the time of the forfeiture together with interest thereon from the time of forfeiture until payment together with such interest at such rate as the board may determine and the Board may enforce the payment thereof, or any part thereof, without any deduction or allowance for the value of the shares at the time of forfeiture but shall not be under any obligation to do so. Effect of forfeiture 32. The forfeiture of share shall involve the extinction of all interest in, and also of all claims and demands against the company in respect of the share and all dividends and all other rights incidental to the share except only such of the rights as by these Articles are expressly saved. Forfeiture provisions to apply to non-payment in terms of issue. 33. The provisions of Articles 25 to 33 shall apply in case of non-payment of any such which, by the terms of issue of a share becomes payable at a fixed time whether on account of the numerable value of share

6 or by way of by way of premium, as if the same had been payable by virtue of a call duly made and notified. Lien on shares. 34. The company shall have first and paramount lien upon all the shares (others than fully paid. Up shares) registered in name of each member ( whether solely or jointly with others) and upon the proceeds of the sale thereof for all the moneys called or payable at fixed time in respect of such shares, and no equitable interest in any share shall be created except upon the footing and conditions that Article 8 hereof is to have full effect, and such lien shall extend to all dividends and bonus from time declared in respect of such shares. Unless otherwise agreed, the registration of transfer of shares shall operate as a waiver of the Company’s lien, if any on such shares. TRANSFER AND TRANSMISSION OF SHARES Transfer & Transmission of shares 35. Shares cannot be transferred except to a person agreed to by a majority of the Board of Directors as being fit and proper person to hold such shares. This shall not apply where the holder of shares proposes to transfer the shares to any other member of the Company or to his relative as defined in sec.6 of the Companies Act 1956. Restricted right of transfer. 36. Subject to the provisions of Article 36 above, no share shall be transferred to any other person, so long as the person selected by the Directors is willing to purchase the same at its fair value. Notice of transfer 37. The person proposing to transfer any share (hereinafter called the proposing transferer shall give a notice in writing that he desires to transfer the same. Such notice may specify the sum fixed by him as the sale value and shall constitute the company as his agent for transferring the shares to any other member of the company or persons selected as laid out in Article 36 above, at the fair value to be ascertained here under the transfer notice may include several shares and in such case shall operate as if it was a separate notice in respect of each. the transfer notice shall not be revocable except with the sanction of the Board of Directors. Notice to proposing transfer 38. The Company shall within ape period of thirty days after being served with such a notice find a member or a person selected as aforesaid, it shall give notice hereof to the proposing transferer the shares to the purchasing member or member or members. Fair value. How it is determined. 39. the company shall at its general meeting determine the fair value of the share for this purpose and the said fair value shall be in force unless otherwise altered according to the procedures stated above.in case any difference arises between the proposing transferor and the company as to the fair value of share the Auditors of the company shall on the application of either party determine and certify writing the sum and in so certifying the Auditors shall be considered to be acting as experts and not arbitrators and accordingly the provisions of the Indian Arbitration Act, 1940 shall not apply. Default by proposing transferor 40. If in any case, the proposing transferor having become bound as aforesaid, makes default in transferring the shares, the company may receive the purchase money and shall thereupon cause the name of the purchasing member to be entered in the register as the holder of the share and shall hold the purchase money in trust for the proposing transferor. The receipt by the company of the purchase money shall be a good discharge to the purchasing member and after his name has been entered in the register in the purported exercise of the aforesaid power, the validity of the proceedings shall not be questioned by any person.

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Default by company 41. If the Company does not, within the period of thirty days after being served with the transfer notice, find a member or person seated a person as aforesaid willing to purchase the shares, and give notice in the manner aforesaid, [the proposing transferor shall not at any time within the period] the whole proceedings shall be treated as cancelled and the procedure as aforesaid should be followed once again in case transfer is needed. Refusal to register transfer 42. Subject to the provisions of these Articles and particularly subject to Article 37 above the directors may refuse to register the transfer of any share on the following grounds: a) Where the share is not fully paid-up. b) Where the company has a lien on the share. c) Without assigning any reason therefor, or where the result of such regents. Would make the number of members exceed the limit fixed in Article 2. Share transfer fee 43. A fee not exceeding one rupee may be charged for each transfer and shall, if so required by the Directors be paid before registration thereof. INCREASE AND REDUCTION OF CAPITAL Power to increase capital 44. The company may from time to time by ordinary resolution increase the share capital by such sum to be divided into shares of such amount, as the resolution shall prescribe in accordance with the Act. Reduction of capital 45. The Company may (subject to the provisions of Sections 100 to 105 of the Act ) from time to time by special resolution reduce the share capital and any capital redemption reserve account or share premium account in any manner and with subject to any incident authorised and consent required by law. BOROWING POWERS Power to borrow 46. The Board may from time to time, at its discretion subject to the provisions of Section 292 borrow or raise, either from the Directors or from elsewhere and secure the payment of any sum of sums of money for the purpose of the Company. Conditions on which money may be borrowed. 47. (a)The Board may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular by issue of bonds, perpetual or redeemable, debentures or debenture stock, or any mortgage, or other security on the undertaking of the whole or any part of the property of the Company (both present and future), Including its uncalled capital for the time being. (b) Subject to as aforesaid may Bonus, Debentures stock or other securities issued by the Company shall be under the control of the Directors, who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the Company. Indemnity 48. If the Directors or any one of them or any other person shall become personally liable for the payment of any sum primarily due from the company, the Directors may subject to the provisions of the Act, execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or persons so becoming liable, as aforesaid, from any loss in respect of such liability.

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When annual General Meeting is to be hold. 49. In addition to any other meetings, Annual General Meetings of the company shall be held within such intervals as are specified in sec. 166 (1) of the Act and, subject to the provisions of Sec. 166(2) of the Act at scud times and places as may be determined by the Board. Each General Meeting shall be called as Annual General Meeting and shall be specified as such in the notice convening the meeting. Any other meeting of the Company, shall except in the case where an Extra-ordinary General Meeting is convened under the provisions of the next following Article be called a “General Meeting”. When other General Meetings are to be called. 50. (a) The board may, whenever it thinks fit, call a General Meeting and it shall, on the requisition of the members in accordance with Sec. 169 of the Act, proceed to call an extra-ordinary General Meeting. The requisition as may in default of the board convening the same convene the Extraordinary General Meeting as provided by sec. 169 of the Act. (b) The Managing Director may whenever hv thinks fit any/or the Managing Director if so directed by the Board of Directors shall convene an Extra-ordinary general Meeting at such time and place as the Board may direct and subject to such directions, if any, at such place and time as the Managing Director may deem fit. 51. (a)Subject to the provisions of the sec. 171(2) and 176(2) of the Act not less than 21 days notice of every meeting of the company shall be given to such persons and in such manner as provided in sec, 172 of the Act. Where all the business conducted is deemed as “Special Business” as, hereinafter dinned in Article 53, there shall be annexed to the notice a statement complying with sec. 173(2) and (3) of the Act. (b) The accidental omission to give any such notice to or its non-receipt by any member or other persons to whom it should be given shall not invalidate the proceedings of the meeting. PROCEEDINGS AT GENERAL MEETINGS Business of the meetings. 52. The ordinary business of an Annual General Meeting shall be to receive and consider the Profit and loss Account, the Balance sheet and the Reports of the Directors and of the Auditors, to appoint Directors, to appoint Auditors and fix their remuneration and to declare dividends. All other business transacted at an Annual General Meeting and all business transacted at any other General Meeting shall be deemed special business. Quorum to be present when business commences. 53. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided tow members present in person shall be quorum. If quorum not present when meeting to be dissolved and when to be adjourned. 54. If within half an hour from the time appointed for the meeting a quorum be not present the meeting, if convened upon such requisition as aforesaid shall stand dissolved, but in any other case it shall stand adjourned in accordance with the provisions of sub-section (3) (4) and (5) of Sec. 174 of the Act. Resolution to be passed by Company in General Meeting. 55. Any Act or resolution which, under the provisions of these Articles or of the Act, is permitted or required to be done or passed by the members in General Meeting shall be sufficiently so dine or passed if effected by an ordinary resolution as defined as Sec. 189(1) one of the Act unless either the Act or these Articles specially require such act to be Dou or resolution passed by a special Resolution as defined in Sec. 189(2) of the Act.

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Chairman of General Meeting. 56. The Chairman of the Board shall be entitled to take the chair at every General Meeting. If there be no such chairmen, or if at any meeting he shall not be present with in fifteen minutes after the time appointed for holding such meeting, or is unwilling to act, the members present shall choose another Director as chairmen and if no Director be present, or if all the Directors present decline to take the chair then the members present shall, on a show of hands or on a poll elect one of their member, being a member entitled to vote, to be the chairman. How to decide decision of questions at meeting. 57. Every question submitted to a meeting shall be decided in the first instance by a show of hands, and in the case of an equality of votes, both on a show of hands and on a poll, the chairman of the meeting shall have a casting vote inaddition to the vote to which he may be entitled as a member. What is to be evidence of the passing of resolution where poll not demanded. 58. At any general meeting unless a poll is before or on the declaration of the result of the show of hands demanded in accordance with the provisions of sec. 179 of the Act, declaration by the chairman that the resolution has or has not been carried either unanimously or by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the company shall be conclusive evidence of the fact, without proof of the number of proportion of the votes cast in favour of or against the resolution. Poll 59. .i) If a poll be demanded as aforesaid it shall be taken forthwith on a question of adjournment or election of a chairman and in any other case in such manner and at such time, not being later than forty eight hours from the time when the demand was made, and at such place as the chairman of the meeting directors, and subject as aforesaid either at once or after an Interval or adjournment or otherwise, and the result of the poll shall be deemed to the decision of the meeting on the resolution on which the poll was demanded. ii) The demand for the poll may be withdrawn at any time. iii) Where a poll is to be taken the Chairman of the meeting shall appoint one or more scrutineers to scrutinise the votes given on the poll and report to him thereon. iv) On a poll a member entitled to more than one vote, or his proxy or other person entitled to vote for him, as the case may be need not, if he votes, use all his votes, or cast in the same way all the votes he uses. v) The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. Power to adjourn 60. i)The chairman of a General Meeting may adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. ii) When a meeting is adjourned for thirty days or more notice of the adjournment shall be given as in the case of an original meeting and 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. Votes of members 61. i) Save as hereinafter provided, on a show of hands every member present in person and being a holder of equity shares shall have one vote and every person present either as a proxy on behalf of a holder of equity shares as a duly authorised representative of a body corporate being a holder of equity shares, if he is not entitled to vote in his own rights shall have on vote. ii) Shave as hereinafter provided, on a poll the voting rights of holders of equity shares shall be as specified in sec. 87 of the Act,

10 iii) No body corporate shall vote by proxy so long as a resolution of its Board of Directors under the provisions of sec. 187 of the Act is in force and the representative named in such resolution is present at the General Meeting at which the vote by proxy is tendered. DIRECTORS Number of Directors 62. The Company shall have not less than two and not more than twelve Directors, including special technical ‘additional’ nominated or Debenture Directors, if any and inclusive of any other type of Directors on the Board of Directors of the Company. First Directors 63. A) The following shall be the first Directors of the company and shall be the permanent Directors for the duration of their lives or until they voluntarily resign or are removed in accordance with the provisions of the Act. (i)

VEMULA NAGESWARA RAO

( ii )

KOLLA VENKATA MOHAN RAO

B) Mr. Vemula Nageswara Rao will be first Managing Director of the Company and Mr. Kolla Venkata Mohan Rao will be First Executive Director. Share Qualification 64. Any person & to act as Director shall not be required to acquire any qualification shares. Directory may fill up vacancies and add to their numbers. 65. Subject to the provisions of sec. 260 and 284(6) of the Act, the Board of Directors shall have power at any time, and from time to time to appoint any person to be a Director either as an addition to the Board or to fill a casual vacancy. Appointment of alternate Directors 66. The Board of Directors of the Company may appoint an alternate Director to act for a Director Thereinafter called “the original Director” during his absences for a period of not less than three months from state in which the meetings of Board are ordinarily held. An alternate Director appointed under this Article shall not hold office as such for a period longer then the that permissible to the original Director in whose place he has been appointed and shall vacate office if and when the original Director in whose place he has been appointed returns to the state in which meetings of the Board are ordinarily held. Any provisions for the automatic re-appointment of return Directors shall apply to the original not to the Alternate Director. Remuneration to Directors 67. The remuneration of a Director for his services for each meeting of the Board attended by him shall be such sum as may be fixed by the Board of Directors from time to time not exceeding rupees two hundred and fifty. The Director shall subject as aforesaid be paid such further remuneration (if any) as the company in General Meeting shall from time to time determine and such further remuneration shall be divine among the Directors in such proportion and manner as the Board may from time to time determine and in default of such determination, within the year, shall be divided among the Directors equally.

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Special remuneration of Director, performing extra service. 68. If any Director being willing shall be called upon to perform extra service or make any special exertions or efforts for any of the purpose of the company (which expression shall include work done by a Director as member of any committee formed by Directors) by Board may subject to the provisions of see. 314 of the Act, arrange with such special remuneration for such extra services or special exertions or efforts either by a fixed sum or by a percentage of profits or otherwise as fife be determined by the Board and such remuneration may be either in addition or in substitution of his remuneration above provided in Article 53. Travelling exp, incurred by Director on company business. 69. The Board of Directors may allow and pay to any Director who is not a bonfide resident of the place where the meetings of the Board are held and who shall come to that place for the purpose of attending a meeting such sum as the Board may consider fair compensation for his travelling, boarding, lodging and other expenses incurred in consequence or of his attendance, in addition to his fee for attending in Article 68 and if any shall be specified to be paid and reimbursed any travelling or other expenses incurred in connection with the business of the Company. Directors may act not withstanding vacancy 70. The continuing Directors may act not withstanding any vacancy in their body, but so that if and so as their number falls below the minimum number of Directors to that number fixed for the quorum or of summoning a General meeting of the company but for no other purpose. When office of Director vacated 71. (a)A director shall be deemed to have vacated his office in any of the circumstances set out in see. 283 of the Act. (b) In addition to the circumstances set out in sec. 283 of the Act, a Director shall be deemed to have vacated his office, if he, by notice in writing to the company, resigns his office and such resignation is accepted by the board of Directors. Provided that the office shall be deemed to be vacated only upon the acceptance of the resignation as aforesaid. Retirement of Directors 72. The Directors shall not be liable to retire by rotation. Meeting of Directors 73. The Directors may meet together as a Board for the dispatch of business from time to time but shall hold a meeting Atleast once in every three months and Atleast four such meetings shall hold in every year . They may adjourn and otherwise regulate their meeting and proceedings as they think fit. When meeting to be convened. 74. A Director may, at any time, and Managing Director upon the request of a Director, shall convene a meeting of the Board of Directors by giving a notice in writing to every Director for the time being in India, and at his usual address in India. Quorum 75. Subject to the provisions of Sec. 287 of the Act, the quorum necessary for the transactions of business at a meeting of the Director shall be one-third of the total strength (any fraction contained in that being rounded off as one) or two Directors whichever is higher. For the purpose of this Article an Alternate Director appointed by the Board of Directors shall be counted in quorum at a meeting at which the original Director for whom he is acting is not present. Adjournment of meeting for want of quorum. 76. If a meeting of the Board cannot be held for want of quorum then the meeting shall stand adjourned to such day, time and place as the Director or Directors present at the meeting may fix.

12 Chairman 77. The Directors may from time to time elect one of their number to be Chairman of the Board of Directors determine the period from which he is not hold office but if such chairman is not present within fifteen minutes of the time fixed for holding the same the Directors present shall choose one of their member to be chairman such meeting Question at Board meeting How decided 78. Questions arising at any board meeting shall decided by majority of votes and in cases of an equality of votes the chairmen shall have a second or casting vote Power of Board meeting 79. A meeting of the Board of directors for the time being at which a quorum is preset shall be competent to exercise all or any of the authorities power and discretion of the company are for the time being vested in or exercisable by the board of directors generally Board may appoint committees and delegates 80. Subject to the restrictions contained in sec 292 of act the Board of directors may delegate any of its powers committees of the board consisting of such member or members of its body as thinks fit and it may from time to time revoke discharge any such committee of the board either wholly or in port and either as to persons or purpose but every committee of the board so farmed shall in the exercise of the powers so delegated confirm to any regulation that may from time to time be imposed on it by the Board of Directors All acts done by such committee of the board in conformity with such regulations and in fulfillment of the purpose of its appointment but not otherwise shall have the like force effects as if done by the Board 81. The meeting and proceedings of any such committee of the Board shall be governed by the provisions herein contained for regulation the meetings and proceedings of the directors so for same are applicable thereto and or not superseded any regulation made by the directors under the preceding article . Resolution by circulation 82. No resolution shall be deemed to have been duly passed by the board or by a committee thereof by circulation unless the resolution as been circulated in draft together with the necessary papers if any to all to all directors or to all the members of the committee then in India (not being less in number that the quorum for a meeting of the Board of committee as the case may be) and to all other Directors of member of the committee at their usual address in India and has been approved by such of them as are entitled to vote on the resolution Act of Board or committee valid not with standing defect in appointment 83. All acts done by any meeting of the board or by a committee of the board or by any in person acting as a director shall withstanding that it may afterwards be discovered that the appointment of the Board committee or such person was invalid by reason of any defect or had terminated by virtue of any provision contained in the Act in the Articles be as valid as if every such person as been duly appointed and was qualified to be a directors or as if his appointment land not terminated provided that nothing in this article shall be deemed to validity to acts done by a Director after his appointment has been shown to the company to be invalid or to have terminated. Minutes of proceedings of Directors and committees to be kept. 84. The company shall cause minutes of all proceedings of the board of directors or of every committee of the Board to be kept by making within fourteen days of conclusion of every such meeting entries thereof in books kept for that purpose with their pages consecutively numbered and shall contain. (i)The name of the Directors present at such meetings of the Board of Directors and of any committee of the Board. (ii)The appointments of officers and committees of Directors.

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(iii)Of all resolutions and proceedings of meetings of the Board , and (iv) In case of each resolution passed at a meeting of the Board of Directors or committees of the Board, the name of Directors, if any dissenting from, or not concurring in the Resolution any such minutes of the Board of Directors or of any committee of the Board if purporting to be signed by the Chairman of such meeting or by the chairman of the next succeeding meeting. Shall be received as evidence of the proceedings.

POWERS OF DIRECTORS Power of directors 85. Subject to the provisions of the Act, the management and control of the business of the company shall be vested in the Board of Directors who may exercise all such powers of the company and do all such acts and things as the company is by the Memorandum and Articles of Association or otherwise directed or required to be exercised or done by the company in General meeting subject nevertheless to any regulation of the articles, to the provisions of the Act or any other Act and to such regulations being not inconsistent with the Memorandum of Association and the Articles or the , as may from time to time be prescribed made by the company in General Meetings shall invalidate any prior Act of the Board which would have been valid if that regulation had not been made. Power to appoint Managing Director, General Managers, Deputy Managing Directors Full time Directors, Managers 86. The Board may, from time to time, appoint one or more directors to be General Managers, Managing Director, Deputy Managing Director or Executive Director of the company for such term and for such remuneration (whether by way of salary or by commission or partly in salary and partly in commission) as it thinks fit. Vacation of Office by Managing Directors/Full time Directors/General Manager 87. A General Manager or Managing Director or Deputy Managing Director or Executive Director shall be subject to the same provisions as to resignation and removal as the other Directors and he shall, ipso facto, and immediately cease to be Managing Director or Deputy Managing Director if he cases to hold the office of Director for any cause. Remuneration of Managing Director/ Directors/ Full time Director/ General Manager 88. A General Manager or Managing Director or Deputy Managing Director or Executive Director shall in addition to the remuneration payable to him as a Director of the company under these Articles, receive such additional remuneration as may from time to time be sanctioned by the Board, subject to any contract between him and the company. Powers of Managing Director/Directors/ Full time Director/ General Manager 89. The General Manager Managing Directors subject to the superintendence, control and directions of the Board has the general direction and management including the appointment and dismissal of all staff and superintendence of the business of the company with full power to do all acts, matters and things deemed necessary proper or expedient for carrying on the business and concerns of the company, including the power to make such investments by loan by otherwise of the company'’ funds upon such securities as Managing Director subject to such supervision as aforesaid hail determine. The Managing Director shall have power to make and sign all such contracts and to draw, accept and negotiate on behalf of the company all such bill of exchange, promissory notes hundies, drafts and other instruments as shall be necessary proper for the carrying as the business of the company and generally to exercise all the powers and responsibilities of the company, except only such of them as by the company in General Meeting so however that any regulation so made shall not invalidate any prior act of managing Director which would have been valid if such regulation had not been made.

14 The seal, its safe custody 90. The Board of Directors shall provide a common seal for the purposes of the company, and shall have power, for time to time to destroy the same and substitute a new seal in lieu thereof , and the Board of Directors shall provide for the safe custody of the seal for the time being, and the seal shall never be used except by or under the authority of the Board of directors or a committee of the exercise powers conferred by sec 50 of the Act and such powers shall accordingly be vested in the Board of Directors. INSPECTION 91. (I)The Books of account shall be open to inspection by any director during business hours. ii) The board shall, from time to time, determine whether and to what extent, and what times and places and under what conditions or regulations the books of account and books and documents of the directors and no member (not being a Director) shall have any right of inspection of and books of account or book or document of the company except as conferred by law or authorised by the Board or by the Company in General Meeting. Inspection of Registers 92. Where under any provision of the Act, any person, whether member of the company or not, is entitled to inspect any registers, returns, certificates deeds, instruments or documents required to be kept or maintained by the Company the person so entitled to inspection shall be presented to inspect the same during the hours of 11 A M to 1 P M on such business days as the Act to them to be open for inspection. ACCOUNTS AND AUDIT Accounts to be kept 93. The Directors shall cause books of account to be kept in accordance with sec 209 of the Act. The books of account shall be kept at the registered office of the company or at such other place as the Directors think fit. Audit 94. The Company shall at each Annual General Meeting appoint an Auditor or Auditors to hold office upto the conclusion of the next Annual General Meeting and fix his or their remuneration. The provisions of sec 24 to 231 of the Act so far as they are applicable to a private company shall apply accordingly. SECRECY 95. Every Director, Secretary, Treasurer, 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 Directors before entering upon his duties, sign a declaration pledging himself to observe strict secrecy of all transactions, processes, workings and affairs of the Company with the customers and the State of accounts with individuals and in matters relating the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by lave or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in the Article contained. Members not entitled 96. No member shall be entitled, except to the extent expressly permitted by the Act, or the Articles at by the Board of Directors enter upon, visit or inspect any works or the property of the Company or to require discovery of or any information respecting any detail of the company’s trading or any matter which is or may be in the nature of trade secret, mystery of trade or secret process or which may relate to the conduct of the business of the company and which, in the opinion of the Directors, it will not be expedient in the interests of the company or its business or the members of the company to communicate to the public.

15 INDEMNITY 97. Subject to the provisions of sec. Of 201 of the Act, every Director, secretary treasurer and other officer or servant or employee of the company shall be indemnified by the company against, and in shall be the duty of the Directors out of the funds of the company to pay all costs losses and expenses (including travelling expense) which any such Director, secretary, treasurer, officer or servant or employee may incur or become liable to by reason of any contract entered in to or act or need done by him in such capacity or in any way in the discharge of his duties including expenses and in particular and so as not to limit the generality of the foregoing provisions against all liabilities incurred by him as such director, secretary, treasurer, officer or servant or employee in defending any proceedings, whether civil or criminal in which judgements given in his favour he is acquitted or in connection with any application under sec 633 of the Act, in which such indemnity is provided shall immediately attach as a lien on the property as between the members over all other claims. Individual responsibility of Director 98. Subject to provisions of Sec 201 of Act, no Director, secretary, treasurer, or other officer of the company shall be liable for the acts, receipts or neglects of any other Director, or officer, for joining in any receipt of other act for conformity or any loss or expense happening to the company through the insufficiency or deficiency or of any security in or upon which any of the moneys of the company shall be invested or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any moneys, securities or effects shall be deposited or for any loss occasion by an error of judgement or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office of in relation there to unless the same shall happen through his own dishonesty. WINDIGN UP 99. As and when the company wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital such assets shall be distributed so that, as nearly as may be losses shall be borne by the members in proportion to capital paid-up or which ought to have been paid-up at the commencement of the winding-up on the shares held by them respectively. And if in a winking up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid-up at the commencement of the winding up, the excess shall be distributed amongst the members in proportions to the capital at the commencement of the winding up paid-up or which ought to have been paid-up on the shares held by them respectively but this article is to be without prejudice rights of the holders of shares issued upon special terms and conditions.

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Names, Addresses, Description & Occupation of Subscribers & Signatures

1

V. Nageswara Rao S/o V. Ankamma Rao Plot No.101, Green Avenues Rasi Developers Nizampet Road Nizampet Hyderabad 500 072 DOB: 02-06-1966 OCC: Business

2

K V Mohan Rao S/o K. Veeraiah Flat No. 202 J M D Lords Near Chaitanya Womens’ College Bharathi Nagar Road No.7 Vijayawada 520 010 DOB: 10-06-1963 OCC: Business Sd/-

Place: Hyderabad Date: 22-05-2009

Signature with Name, address, description and occupation of witness Sd/-Chartered AccountantHyderabad 500 0046-2-913/12, KhairatabadS/o Y S R AnjaneyuluRama Sharma Yamarthi

SL No

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