Moa and aoa

THE COMPANIES ACT, 1956

MEMORANDUM OF ASSOCIATION

I. The name of the Company is

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:-

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

1. To purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, building, structures and to turn the same into account, develop the same and dispose of or maintain the same and to build townships, markets or other buildings residential and commercial or conveniences thereon and to equip the same or part thereof with all or any amenities or conveniences, drainage facility, electric, telephonic, television installations and to deal with the same in any manner whatsoever, and by advancing money to and entering into the contracts and arrangements of all kind with builders, tenants and others.

2. To construct, erect, build, repair, re-model, demolish, develop, improve, grades, curve, pave, macadamize, cement and maintain building, structures, houses, apartments, hospitals, schools, places of worship, highways, roads, paths, streets, sideways, courts, 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 descripttion wherever situate, or rights or interests therein or connected therewith.

3. To acts as an agent, Liaison House, commission agent for government and non- government organisation in India and Foreign Countries.

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

1 To amalgamate, enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession, amalgamation, absorption or otherwise, with any person or company carrying on or engaged in, or about to carry on or engage in, or being authorised to carry on or engage in any business or transaction which this Company is authorised to carry on And to lend money, to guarantee the contracts of or otherwise assist any such person or company and to take or otherwise acquire the shares and securities of any such company and to sell, hold, re-issue with or without guarantee or otherwise deal with the same.

2 To invest and deal with the monies of the Company not immediately required in such shares or upon such securities in any manner and to vary or realise such investments as may from time to time be determined.

3 To improve, manage, develop, sell, exchange, let on lease or otherwise

mortgage, charge, sell, grant licences, easements and other rights over or turn

into account and in any manner deal with or dispose of, the whole or part of the

undertaking, property, assets, rights and effects of the Company or any part

thereof for such consideration as the Company may think fit.

4 To lend and advance money or give credit to such persons, firms or companies and on such terms as may seem expedient, and in particular to customers and others having dealings with the company, and to give guarantees or become surety for such persons, firms or companies, provided however that the company shall not carry on any banking business within the meaning of The Banking Regulation Act, 1949.

5 Subject to the provisions of Section 58A and other applicable provisions of the Companies Act, 1956 and the directions issued by Reserve Bank of India in this regard, to borrow or raise money in such manner as the Company shall think fit and in particular by issue of debentures or debenture stock (perpetual or otherwise) including debenture stock convertible into shares and to secure the repayments of any money borrowed, raised or owing by mortgage, pledge, hypothecation, charge or lien upon the whole or any part of the Company's property or assets (whether present or future), including its uncalled capital and also by similar mortgage, charge, or lien to secure and guarantee the performance by the Company of obligation or liability it may undertake.

6 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments and to open account/s with bank/s in India and abroad.

7 To apply for, promote and obtain any acts of legislature or licence of the Government of India or other authorities for enabling the Company to carry on any of its objects into effect, or for effecting modification of the Company's constitution or for any other purpose which may seem expedient.

8 To act as agents or brokers and as trustees for any person, firm or company and to undertake and perform sub-contracts and also to act in any of the business of the Company through or by means of agents, brokers, sub- contractors or others.

9 To remunerate any person, firm or company rendering services to this Company either by cash payment or by the allotment of shares or securities (including debentures) of the Company credited as paid-up in full or in part, or in any other manner as may be thought expedient.

10 To pay all or any expenses incurred in collection with the promotion, formation and incorporation of the Company or in connection with carrying out of any objects of the Company by new, improved, modem and systematic methods and manners that may be in vogue and professional, consultancy and other services in relation thereto, or to contract with any person, firm or company to pay the same and to pay commission to brokers and others for underwriting, placing, selling or guaranteeing the subscripttion of any shares, debentures, debenture stock or securities of the Company.

11 To support, subscribe, contribute to or otherwise assist any charitable, benevolent, religious, scientific, national or any other institutions, associations, organisations, objects or purposes or for any exhibition.

12 To promote, form and register and aid in the promotion, formation and registration of any company or companies having similar objects for the purpose of acquiring all or any of the property, rights and liabilities of this Company and to transfer to any such company any property of the Company, and to be interested in, or take or otherwise acquire, hold, sell or otherwise dispose of shares, stocks, debentures and other securities in or of any such company, or any other company for all or any of the objects mentioned in this Memorandum and to subsidise or otherwise assist any such company and to undertake the management and secretarial or other work, duties and business of any such company on such terms as may be arranged.

13 To create any depreciation fund, reserve fund, sinking fund, insurance fund or any other fund whether for depreciation or for repairing, improving, extending or maintaining any of the properties of the Company or for redemption of debentures or redeemable preference shares or for any other purpose whatsoever, conducive to the interest of the Company.

14 To provide for the welfare of persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary or associate of the Company, and the wives and the families or the dependents or connections of such persons by building or contributing to the building of houses, dwellings or chawls, or by grants of money, pension allowances, bonus or other payments or by creating and from time to time subscribing or contributing to provident and other associations, institutions, funds, or trust and by providing or subscribing or contributing towards places of instructions and recreation, hospitals, and dispensaries, medical and other attendances and other assistance as the Company shall think fit.

15 To aid pecuniarily or otherwise any association, body or movement having for its object the solution, settlement or surmounting of industrial or labour problems or troubles or promotion of industry or trade.

16 To take or otherwise acquire and hold shares, securities or other interest in any other company having similar objects including any other company which is promoted or managed by this company or any other company having objects altogether or in part similar to those of this Company.

17 Subject to the provisions of the Companies Act for the time being in force in India and to the extent permitted therein to place to reserve or to distribute as bonus shares among the members or to otherwise apply, as the Company may from time to time think fit, any monies received by way of premium on shares or debentures issued at a premium by the company, and any monies received in respect of forfeited shares, and also any monies arising from the sale by the Company of forfeited shares or from any other reserves.

18 To distribute any of the property of the Company amongst the members in specie or in kind subject to the provisions of the Companies Act, 1956 in the event of winding up.

19 To carry on the business or vocation of acting as advisers, consultants and experts on all matters and problems concerning the activities and operations of the Company in general and to provide, technical and other know-how in relation thereto.

20 To apply for and acquire and hold any patents, trade marks, identification marks, registrations, privileges, loan licences, licences, concessions, or other rights, powers or orders from the Central or State Governments or any local or other authority in any part of the world and to exercise, carry on and work any powers, rights and privileges so obtained and exclusively use such patents, trademarks, registrations and subject to the provisions of the Foreign Exchange Regulation Act, 1973 and other laws applicable for the time being in force, to constitute or incorporate the company or other society in a foreign country or state.

21 To appoint representatives or agents and constitute agencies of the Company in any part of the world in the matters and for all purposes to act solely or jointly with any other person, company, corporation or body as the circumstances may require.

22 To make and enter into forward transactions permissible in law in raw materials as are required for the purposes of the Company.

23 To undertake the payment of all rent and the performance of all covenants, conditions and agreement contained in and reserved by, and lease that may be granted or assigned to, or be otherwise acquired by the Company, and to purchase the reversion or reversions or otherwise acquire the freehold or all or any part of the leasehold lands and buildings for the time being the property of, or in the possession of the Company.

24 To acquire any business within the objects of the Company, and any lands, properties, goodwill, trademarks, patents, permissions, copy-rights, privileges, rights, contracts, property or effects, held or used in connection therewith, and upon any such purchase to undertake the liabilities of any company, association, partnership or person.

25 To acquire and undertake the whole or any part of the property and liabilities of

any person or company carrying on any business which the Company is authorised to carry on or possessed of property suitable for the purpose of this Company.

26 To sell or otherwise dispose of the whole or any part of the property or undertaking of the Company, either together or in portions for such consideration as the Company may think fit and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of this Company.

27 To carry on business or branch of a business which this Company is authorised to carry on by means, or through the agency of, any subsidiary company or companies, and to organise, promote and incorporate such subsidiary company or companies, and to enter into any arrangement with such subsidiary company for taking the profits and bearing the losses of any business or branch so carried on, or for financing any such subsidiary company or guaranteeing its liabilities, or to make any other arrangements which may seem desirable with reference to any business or branch so carried on including power at any time and either temporarily or permanently to close any such branch or business.

28 To undertake and execute any trust or discretion and distribute amongst the beneficiaries, pensioners or other persons entitled thereto, of any income, capital or annuity, whether periodically or otherwise, and whether in money or specie, in furtherance of any trust, direction, discretion or other obligation or permission and for the purposes aforesaid to hold, deal with, manage, direct the management of and buy, sell, exchange, mortgage, charge, lease, dispose of or grant any right or interest in, over or upon any immovable or movable property of any kind whatsoever, including contingent and reversionary interests in any property and to undertake and carry on any business transaction in furtherance of any such trust or discretion.

29 To buy, exchange, alter, improve, prepare for market and otherwise deal in all kinds of plant, machinery, apparatus, tools necessary or convenient for carrying on the businesses or processes of the Company.

30 To nominate Directors or Managers of any subsidiary company or of any other company in which this Company is or may be interested.

31 To purchase, take on lease or in exchange, hire or otherwise acquire any immovable or movable property and any rights or privileges which the Company may think necessary or convenient for the purpose of its business and in particular any land, building, easements, machinery, plant or stock in trade, trade marks, patents, goodwill and either to retain any property so acquired for the purpose of the Company’s business or to turn it to account as may seem expedient.

32 To render financial consultancy, advisory, expert and agency services related with the objects of the Company.

33 To create, devise and arrange for all kinds of infra-structures, facilities and man-power to attain and to facilitate the attainment of the objects of the Company.

34 To guarantee the payment or performance of any debts, contracts or obligations or become surety for any person, firm or company, for any purpose

whatsoever and to act as agents for the collection, receipt or payment of money, to give guarantees and indemnities.

35 To invest the surplus funds in any shares, stocks, debentures, debenture-stock, bonds, obligations, fixed deposits or securities by original subscripttion, contract, tender, purchase, exchange or otherwise and whether or not fully paid-up by underwriting, or participation and to subscribe for the same, either conditionally or otherwise and to guarantee the subscripttion thereof, and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.

36 To refer or agree to refer any claim, demand dispute or any other question, by or against the Company, or in which the Company is interested or concerned, and whether between the Company and any member or members or his or their representatives, or between the Company and third parties, to arbitration in India or in any place outside India, pursuant to Indian or any foreign system of law, and to observe and perform and to do all acts, deeds, matters and things to carry out or enforce any award.

37 To pay all preliminary expenses of any company promoted by the Company or any company in which this Company is or may contemplate being interested including any such preliminary expenses or any part of the costs and expenses of the owners of any business or property acquired by the Company.

38 To adopt such means of making known the business of the company as may seem expedient, and in particular by advertising in the press, radio, television, or other media by circulars, by purchase and exhibition of works of art, by publication of books and periodicals and by granting prizes, rewards, donations, scholarships, literatures, brochures and visual aids.

39 To take or hold mortgages, liens and charges to secure the payment of the purchase price or any unpaid balance of the purchase price or any part of the Company's property of whatsoever kind sold by the Company, or any money due to the Company from purchasers, customers and others.

40 To subsidise, or contribute to or otherwise assist in or take part in the construction, maintenance, improvement, management, working, control or superintendence of any operations or works or buildings useful or expedient or convenient or adaptable for the purposes of the Company which may be constructed by or may belong to or be worked by or be under the control or superintendence of others.

41 To clear, manage, cultivate, irrigate and otherwise work or use any lands over which for the time being the Company has any rights, and to dispose of or otherwise deal with any product of any such lands, and to lay out sites for business of the Company.

42 To insure the whole or any part of the property of the Company either fully or partially, to protect and indemnify the Company from liability or loss in respect thereof either fully or partially.

43 To take part in the management, supervision and control of the business or operations of any company or undertaking having similar objects and for that purpose to appoint and remunerate any Directors, Trustees, Accountants or other experts or Agents.

44 To exercise all or any of its corporate powers, rights and privileges and to conduct its business in all or any of its branches in the Union of India and in any or all of its states, territories, possessions and in any or all foreign countries and for this purpose to have and maintain and to discontinue such number of offices and agencies therein as may be convenient.

45 To undertake rural development activities and other activities for the welfare of the community or of the country and the people in general.

46 To buy, sell and deal in securities, lands, buildings, and to build houses, and quarters on such lands and/or to repair, develop and put to perfection as required such buildings for the purpose of carrying on the business of the Company or as investment of the funds of the Company and for that purpose to develop and turn to account any land in which the company is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, maintaining, fitting up, and improving buildings, and by painting, paving, draining, cultivating, letting on, building agreement and by advancing money to and entering into contract and arrangement of all kinds with builders, tenants and others.

C. OTHER OBJECTS:

47 To provide services as merchant bankers, managers, brokers and agents to the issues of shares, debentures, securities, deposits and all forms of capital, debt and finance, and as underwriters, guarantors, investment consultants and all other related and incidental services: provided however that the Company shall not carry on any banking business within the meaning of the Banking Regulation Act, 1949.

48 To carry on all or any of the business as agriculturists, farmers, dairymen, milk contractors, dairy farmers, seedsmen and nursery men, dealers in animals of any kind, growers of and dealers in corn, hay and straw and agricultural products of all kinds and analysts, buyers, sellers and dealers in milk, cream, cheese, butter, eggs, flour, poultry, fruits, vegetable, jams, honey, meats, groceries and provisions of all kinds and foodstuff generally and to buy, sell and trade in any of the above business, or any other business associated with the farming interest which may be advantageously carried on by the Company and to carry on the business as planters, cultivators, vendors and dealers in every kind of vegetables, mineral or other produce of the soil and to prepare, manufacture and render marketable any such produce and to deal either in its prepared or its raw state.

49 To carry on business as brokers and agents in respect of all classes of insurance including fire, marine, accident, burglary, indemnity, fidelity and motor.

50 To carry on business as merchants, commission agents, traders, importers, exporters, wholesalers, retailers, agents, buyers, sellers, manufacturers' representatives, distributors, consignors, stockists, brokers and dealers in all kinds of merchandise and services.

51 To carry on business as commission agents, appraisers, valuers, brokers, factors, surveyors and general agents.

52 To carry on all kinds of investment activities as buyers, sellers, holders, owners, dealers, agents, brokers, financiers, investors in shares, debentures, bonds, stocks, debenture stocks, notes, obligations, loans, capitals, securities and other investments of all kinds.

53 To advise, guide and help any company, body corporate, industry, firm, association of persons or any person with regard to their industrial and/or economic planning and/or general working including general planning.

54 To acquire or set up and run schools, colleges, training and professional institutions and music, dance and art centres.

55 To carry on business of proprietors, owners, landlords, estate-owners, builders and developers of land, flats, dwelling houses, shops, offices, industrial estates, leases of land and other immovable properties of all kinds and to purchase, take on lease, or otherwise acquire and hold any lands or buildings of any tenures or discripttion, wherever situated, or rights or interest therein or connected therewith.

IV The liability of the members is limited.

V. The Authorised share capital of the Company is Rs. 1,00,000/- (Rupees one lakh) divided into 1,000/- (One Thousand ) Equity Shares of Rupees 100/- (Rupees Hundred each).

Minimum paid up capital of the Company shall be Rs..1,00,000/-.

We, the several persons whose names, addresses and occupations are subscribed, are desirous of being formed into a company, in pursuance of this Memorandum of Association, and we respectively agree to take the number of equity shares in the capital of the Company set opposite our respective names.

Name, address, descripttion and occupation of each subscriber	No. of Equity shares taken by each subscriber	Signature of the subscriber	Signature of the witness, his name, address and occupation.

Dated at Mumbai this ______ of ___________________, 2004

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

T A B L E 'A'

1. (a) Subject as hereinafter provided the regulations contained in Table 'A' in the First Schedule to the Companies Act, 1956 shall apply to the Company.

(b) Regulations bearing numbers 21, 40 to 43, 56, 66, 71, 84, 88 and proviso to clause (1) of Regulations 13 of the said Table 'A' shall not apply to the Company.

PRIVATE COMPANY

2. The Company is a Private Company within the meaning of Section 3(1) (iii) of the Companies Act, 1956 and accordingly :

(a) The right to transfer the Shares in the Company is restricted in the manner hereinafter appearing.

(b) The number of the members of the Company shall be limited to fifty, not including:

(i) persons 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 Company while in that employment and have continued to be members after the employment ceased, and

Provided that where two or more persons hold one or more Shares in the Company jointly, they shall be treated as a single member.

(d) prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives

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SHARE CAPITAL

3. The Authorised Share Capital of the Company is Rs.1,00,000/- (Rupees One lacs only) divided into 5,000 (Five thousand) Equity Shares of Rs.100/- (Rupees Hundred only) each with power to increase or reduce the capital of the Company and divide the shares in the capital into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the Company.

Minimum paid up capital shall be Rs. 1,00,000/-

4. The Shares in the Capital of the Company shall be under the control of the Directors who may allot or otherwise dispose of the same or any of them to such persons (whether already members or not) in such proportion and on such terms and conditions and either at a premium or at par or at a discount against payment in cash or kind and on such terms as they may from time to time think fit and proper.

5. (a) The Directors may in their absolute and uncontrolled discretion and without assigning any reason decline to register or acknowledge any transfer of Shares.

(b) No Share shall be transferred to any person who is not a member of the Company so long as any member or any person selected by the Directors is willing to purchase the same at a value determined by the Directors in their absolute discretion to be fair.

DIRECTORS

6. (a) The subscribers to the Memorandum of Association of the Company shall be the first Directors of the Company.

(b) Subject to the provisions of section 252 of the Companies Act, 1956 unless otherwise determined by the Company in the General Meeting the number of Directors shall not be less than two and not more than twelve.

(d) The Directors shall not be liable to retire by rotation.

(e) The Directors shall be paid such remuneration as may be determined by the Board of Directors from time to time.

MANAGING DIRECTOR

7. (a) The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors of the Company either for a fixed terms or without any limitation as to the period for which he or they is or are to hold such office and may from time to time (subject to the provisions of any contract between the Company and him or them for office) and appoint another or others on his or their place or places.

(b) A Managing Director shall not while he continues to hold that office be subject to retirement by rotation and he shall not be taken into account in determining the rotation of retirement of Directors or the number of Directors to retire but subject to the provisions of any contract between him and the Company he shall be subject to the same provisions as to resignation and removal as the other Directors of the Company and he shall ipso facto and immediately cease to be a Managing Director if he cease to hold the office of Director for any cause.

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(c) The remuneration of a Managing Director shall subject to the provisions of any contract between him and the Company from time to time be fixed by the Directors and may be by way of fixed salary or commission on profits or turn over of the Company or by participation in any such profits or by any or all of those modes.

(d) The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they may think fit exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all of or any of such powers.

GENERAL MEETING

8. In pursuance of Section 170 of the said Act, the following provisions shall apply :-

(a) A General Meeting of the Company may be called by giving seven days notice in writing and Section 171 shall apply subject to the said modification.

(b) Section 173(2) shall not apply to the Company and accordingly where any special business is to be transacted at a General Meeting there shall be no need to annex to the notice of the meeting an explanatory statement.

(c) An instrument appointing a proxy shall be valid if it is received by the Company at least 24 hours before the meeting in order that the appointment may be effective thereat, and accordingly Section 176(3) shall apply with modification. It is also hereby provided that section 176(4) of the Act shall not apply to the Company for any invitation to appoint a proxy which is issued at the expense of the Company.

(d) No member shall exercise any voting right in respect of any share registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the Company has and has exercised any right of lien, and accordingly Section 181 of the said Act shall not apply.

(e) With the consent in writing of the majority of members for the time being a General Meeting may be convened on a shorter notice than 7 days or without notice.

VOTING

9. (a) Subject to any rights or restrictions for the time being attached to any class or classes of Shares.

i) On a show of hands, every member holding Equity Shares and/or Preference Shares or Share and present in person shall have one Vote; and

ii) On a poll he shall have the same number of votes as the number of Equity Shares and Preference Shares held by him.

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S E A L

10. The Company shall have a Common Seal and the Board shall provide for the safe custody thereof. The Seal shall not be applied to any instrument except by the authority of a resolution of the Board and in the presence of one Director or such other person authorised by the Board, who shall sign every instrument to which the Seal of the Company is so affixed in his presence.

11. The business of the Company may include the several objects expressed in the Memorandum of Association or any one of them and the company may commence business soon after its incorporation.

12. The Board may by resolution passed from time to time on its discretion, raise or borrow or secure the payments of any sum or sums of money for the purpose of the Company's business and may secure the payments of such money by mortgage or charge of the whole or any part of the assets and property of the Company present or future including its uncalled capital and may issue bonds or debentures either charged upon the whole or any part of the assets so charged.

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We, the several persons, whose names, addresses and descripttions are hereunder subscribed, are desirous of being formed into a Company in pursuances of this Memorandum of Association.: