MEMORANDUM OF ASSOCIATION

OF
Netmagic Solutions Private Limited





Certified True Copy

For Netmagic Solutions Private Limited




Sharad Sanghi
Managing Director




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THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

NETMAGIC SOLUTIONS PRIVATE LIMITED


I. The name of the Company is NETMAGIC SOLUTIONS PRIVATE LIMITED.

II. The Registered Office of the Company will be situated in the State of MAHARASHTRA.

III. (A) THE OBJECT FOR WHICH THE COMPANY IS ESTABLISHED ARE:

1. To carry on in India or abroad the business to provide Internet related services
including internet access, data center, email services, internet exchange, internet
gateway, application service provider services, virtual private networking services
and to design, develop, implement, support, integrate, improve, let on hire, use
and operate, wide Area Network, e-mail Network, Local Area Network, Computer
Networking systems integration, business applications, software multi tasking
operating systems graphical user interface, data base management system object
oriented data base management system, interactive multi media system.


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

1. To carry on in India or abroad the business to design and develop software related
to computer aided design, computer aided drafting and computer aided
manufacturing consisting of schematics capture, net list transaction, simulation,
hardware description languages such as HIDL, design, kits, placement and
routing, test vector translation and tool integration and to design and develop
business applications software involving local area networks, wide area networks,
multi-tasking operating, systems, graphical user interface, relational data base
systems and to impart training in all the above areas.

2. To carry on in India or abroad the business To buy, sell, manufacture, assemble,
integrate, repair, design, alter, research and improve, develop, exchange,
warehouse, let on hire, import, export, and deal in all sorts of Telecommunications,
Computer, Communication Electronic, non- Electronic, Networking Computerised
and Electrical items and Equipment including injection and vacuum, moulding and
fabricated machines and equipment's, computer and data processing equipment
peripherals, printers, Disc-drivers, Intelligent terminals, creation of data bases and
packet switching systems, modem, software, Hardware personal Computers,
`CAD' `CAM' graphics systems and computer networking systems,
telecommunication, office automation equipments, word processors, photo type
setting, text editing, video text and Electronic Printing telephones, Telephone
Cable, pressurization systems Electronic and/or Computerised Exchange (EPABX,
EPAX) cellular and Mobile telephone and Fax systems.

3. To carry on business in consultancy, training classes and provide technical know-
how and any or all kinds of services or advice in mathematics, and quality control,
engineering industry, technology, data processing, programming, software,

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products, communications, Networking systems analysis and technical ad
scientific research and experiment in any trade and also to execute turnkey
projects for the whole range of industry, science engineering, agriculture, trade,
commerce and finance in India and elsewhere.
4. To carry on in India or abroad the business to enter into any link or barter business
involving the exchange or purchase and sales of computer hardware and software.

5. To carry on in India or abroad the business to develop, modify, improve, design,
manufacture, use operate fabricate, construct, assemble, charter, acquire,
recondition, work upon service or provide any services or assistance in, consign,
purchase, import, export, market, lease, sell, license, hire, distribute, dispose off or
otherwise transfer or carry on the trade or business of an deal in all kinds of
software program produces computers data processing machines and systems
and components thereof peripheral products, tabulators, electronic calculators,
electronic, electric and electro-mechanical accounting systems, terminal products
and systems, machines for and related to registering data preparations, recording,
entry perforating, tabulating, sorting, editing, printing, typewriting, recognising and
correlating any type of data or information to be processed.

6. To carry on in India or abroad the business to design and develop computer and
design software consisting of schematic capture, net list translation, simulation
hardware, description languages such as HIDL design kits, placement and routing,
test vector translation and tool integration.

7. To carry on in India or abroad the business to promote, encourage, establish,
develop, maintain, organise, undertake, manage, operate, conduct, and to run in
India or abroad computer training centres, data processing centres, computer
coaching classes, computer consultancy business business, software consultancy
and other allied activities for all sorts of services relating to computer, its
maintenance, repairs, programs & operations, for industrial, commercial, domestic,
public utility, defense, government, and other general customers or sections of
society and to do all incidental acts and things necessary for the attainment of
foregoing objects.

8. To offer and enter into contracts and agreements for services in connection with
the undertaking of market surveys and for development of markets in any part of
the world for any types of equipment including computer hardware and related
services including software.

9. To develop, modify, improve, design, manufacture, use operate fabricate,
construct, assemble, charter, acquire, recondition, work upon service or provide
any services or assistance in, consign, purchase, import, export, market, lease,
sell, license, hire, distribute, dispose off or otherwise transfer or carry on the trade
or business of an deal in all kinds of internet, internet and extranet related network
services including web-site design, implementation, support, network
management, email, file- transfer, news and other related services.

10. To render managerial, technical, financial, legal and other consultancy services in
the areas of software development, computer networking and telecommunications.

11. To promote, encourage, establish, develop, maintain, organise, undertake,
manage, operate , conduct and to run in India or abroad computer training centres,
data processing centres, computer coaching classes, computer consultancy
business, software consultancy and other allied activities for all sorts of services
relating to computer, its maintenance, repairs, programs & operations, for
industrial, commercial, domestic, public utility, defense, government, and other
general customers or sections of society and to do all incidental acts and things
necessary for the attainment of foregoing objects.

12. To act as agents or managers in carrying on any business concerns and

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undertake to investigate and examine into the condition, management, prospects,
value and circumstances of any business, concerns and undertakings engaged in
computer software and hardware business.
13. To establish, subsidise, promote and assist companies, and firms carrying on
business similar to those of this Company and to acquire, and dispose of shares
and interest in such companies.

14. To deal with and invest the moneys of the company in such manner and upon
such securities as shall from time to time be thought necessary for the Company,
and to lend advance or deposit money securities and property with or without any
charge, interest or security to or with such persons and to receive and accept
deposits advances and loans on such terms and conditions as may be thought
expendient.

15. To acquire, purchase, sell, transfer, let out and otherwise deal in land buildings,
plants, patents and all kinds of movable and immovable properties.

16. To purchase, take on lease or tenancy or in exchange, hire, takeover or otherwise
acquire any estate or interest whatsoever and to hold, develop, work, cultivate,
deal with and turn to account concessions, grant, decrees, licenses, privileges,
claims, options, leases, property real or personal or rights or powers which may
appear to be necessary or convenient for business of the company.

17. To undertake formation, supervision and control of any business or operation of
any person, firm, company, body corporate, having similar objects.

18. To sell, exchange, mortgage, let on lease, royalty or distribute, grant licenses,
easements, options and other rights over and deal with or dispose of the
undertaking property, assets, rights and effects of the Company or any part thereof
for such consideration as may be thought fit and in particular for stocks, shares
whether fully or partly paid up or securities of any other Company.

19. To sell, improve, manage, develop, exchange, lease mortgage mortgage, dispose
of, turn to account, or otherwise deal in all or any part of the property and rights of
the Company.

20. To make advances on such sums or sums of money stores or any other property,
required for the purposes of the Company upon such terms with or without security
as the Company deem expedient.

21. To advance or lend money to such person or companies and of such terms and as
may seem expedient and in particular to persons having dealings with the
company and to guarantee the performance of contracts by any such persons or
companies.

22. To purchase, take in exchange or on lease, rent hire, occupy or otherwise acquire
for the purpose of the Company as also for re-sale any lands, buildings, houses,
garages, halls flats, office, premises, shops, residential accommodations,
godowns, warehouses, or other rights or interest in or with respect to any lands,
buildings, and premises and also, goods in process, stock-in-trade, rights and
privileges as any be found necessary or suitable for the purpose of the Company.

23. To appoint agents or create agencies, to open branches or other offices for the
purpose of advertising, selling, exhibiting, keeping or disposing of goods and other
merchandise in connection with the company's objects within and outside Indian
Territory.

24. To enter into contracts, agreements and arrangements with any other company on
behalf of the company of the objects for which the company is forward.


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25. To employ, experts or investigate and examine into the condition prospects, value,
character & circumstances, prospects value, character circumstances of business
concerns and generally of any assets property & rights.
26. To open current, overdraft, loan, cash credit, deposit or savings account with any
Bank or Banks and to draw and endorse cheques, pay slips, telegraphic transfers
and to withdraw, moneys from such accounts and otherwise to operate thereon.

27. To mortgage and charge the undertaking and all or any of the moveable or real
property of the Company whether present or future and or any of the uncalled
capital for the time being of the Company.

28. To borrow or raise money, at interest or otherwise in such manners as the
Company may think fit and in particular, by the issue of debentures or debenture-
stock perpetual or otherwise including debentures or debenture- stock convertible
into shares in this or any other company or companies or perpetual and in Security
of any mortgage, hypothecate, pledge or charge the whole or any part of the
property assets or revenue of the company present of future including its uncalled
capital by special assignment or otherwise and to transfer or convey the same
absolutely or in trust and to give the lenders power of the same and other power
as may seem expedient and to purchase, redeem, -exchange, vary, extend or pay
off and from time to time re issue any such securities. But the Company shall not
do any Banking business as defined in the Banking Regulation Act, 1949 and
subject to the provisions of Section 58A of the Companies Act, 1956 and Reserve
Bank of India Directions.

29. To secure the payment of any moneys borrowed or raised or owing or the
performance of obligations incurred by the Company by the creation and issue or
redeemable or irredeemable or perpetual debenture bonds, debenture-stock
payable to bearer or otherwise or by mortgages, charges or securities, and to
further secure or collaterally secure any securities of the Company by a trust deed
or otherwise and to confer upon the trustees of any such Trust all such powers of
management and realisation and also such powers of supervision, control, vote
and otherwise as the company may consider expedient.

30. To issue any share or securities which the company has power to issue fully or
partly paid up as the whole or part of the purchase price any property acquired by
the Company or in consideration of services rendered to the company or for other
valuable consideration.

31. To amalgamate or enter into partnership or into any arrangement for sharing
profits, union of interests, co- operation, joint ventures, reciprocal concession or
otherwise, with any person, firm or transaction which this Company is authorised
to carry on and to lend money to guarantee the contracts of or otherwise acquire
share and securities of any such company, and to sell hold, reissue with or without
guarantee or otherwise acquire share and securities of any such company, and to
sell hold, reissue with or without guarantee or otherwise deal with the same and to
give to any person firm or company special rights and privileges in connections
with control over this company, and in particular the rights to nominate one or
more Directors of the Company.

32. To enter into any agreement with any authorises, Government, Municipal, Local
Railway, Steamship Companies or otherwise that may seem conductive to this
company's objects or any of them and to obtain from any such authority, any
rights, monopolies, privileges and concessions which the Company may think it
desirable to obtain and to carry out, exercise and comply with such arrangements
rights, privileges and concessions.

33. To purchase, takeover, otherwise acquire for cash or to exchange or otherwise all
or any part of the undertaking, any business, goodwill, property rights, assets or
liabilities of any company or persons carrying on or about to carry on any business

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which this company is authorised to carry on or possessed of property, deemed
suitable for the purpose of the Company and so that any business may be
purchased as from a past date on the following that the profit derived therefrom
and from the assets employed therein down to the date of actual purchase may be
treated as profits of the company and dealt with on that footing whether the
company was or was not in existence at the time when such profits were actually
earned and to pay for same by shares, debentures, bonds, cash or otherwise.

34. To promote, establish, form, organise and to register or to aid, assist in the
promotion, establishment, formation, organisation and registration of any other
Company having similar objects for the purpose of purchasing or otherwise
acquiring working or otherwise dealing with all or any part of the business or
undertaking or any assets or liabilities of the Company or any property in which the
Company is interested or for any other purpose with power to assist any such
company by paying or contributing towards the preliminary expenses or providing
the whole or part of the capital by taking or subscribing for shares preferred,
ordinary or deferred therefore shares preferred, ordinary or deferred therein or by
lending money thereto or partly in one mode and partly in another.

35. To pay out of the funds of the company all or any of the expenses of any incidental
to the promotion formation, organisation, registration, advertising and
establishment of this or any other company promoted by this company and to the
issue, underwriting or subscription of its shares of securities including brokerage
and commission for a placing or guarantee the placing thereof.

36. To create any depreciation fund, reserve fund, sinking fund, insurance fund or any
special or other fund whether for depreciation or for repairing, improving,
extending or maintaining any of the property of company of for any other purpose
whatsoever conducive to the interest of the Company.

37. To subscribe or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national, public or other institution or objects or for
any exhibition.

38. To undertake & execute any trust, the undertaking of which may seem to the
company desirable and either gratuitous or otherwise.

39. To incur debts and obligations for the conduct of any business of the company and
to purchase or hire goods materials on credit or otherwise for any business or
purpose of this company.

40. To ensure with any person or company against losses, damages, risks and
liabilities of any kind, which may effect the company either wholly or partly.

41. To place, to reserve or to distribute as bonus shares among the members or
otherwise to apply, as the company may from time to time think fit, any moneys
received by way of premium on shares or debentures issued at a premium by the
company any money received in respect of forfeited shares and moneys arising
from the sales by the Company of forfeited shares.

42. To refer or agree to refer any claims, demands, disputes, or any other question by
or against the company or in which the company is interested or concerned ad
whether between the company and the member and members or their
representative or between the company and third party to arbitration in India or at
any place outside India and to observe and perform and to deal, acts, deeds
matters and things to carry out or enforce the awards.

43. To distribute any of the property of the Company in specie among the members,
subject to the provisions of the Companies Act, in the event of winding up.


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44. To lend or advance or give on credit moneys either on such terms as may seem
expedient, and to guarantee the payment of moneys or the performance of any
contract or other obligation by any other Company or person whether a member of
this company or otherwise.

45. To remunerate, whether by fixed sum or commission or participation in profits or
partly income in one way and partly in another, the officers, employees and
Directors of the Company or any parties for services rendered or to be rendered or
in placing or assisting to place any shares in the Companies capital or any
debentures, debenture-stock or other securities of the Company in or about the
formation or promotion of the company or the conduct of its business or activities.

46. To employ or otherwise appoint technical experts, engineers, mechanics, foremen,
and skilled and unskilled labour for any of the purpose of the business of the
Company.

47. To make pecuniary by way of donation, bonus, subscription, allowance, provident
funds, gratuity, guarantee or otherwise to or for the benefit of persons, who are or
have been employed by the company or otherwise and windows, orphans and
dependents of any such persons and to or in aid of Association or funds for the
benefit of any of those objects and to hospital for other charitable or benevolent
object or public institution.

48. To purchase, charter, hire or otherwise acquire vehicles for any of the business of
the company.

49. To provide for the welfare of the Directors, Officers, Employees and ex-Directors,
ex-Officers and ex- Employees of the Company and the wives, windows and
families or the dependents or connection of such persons by building or
contributing to the building of houses, dwelling or chawls or by grants of money,
pensions, allowances, bonus or other payment, or contributing to provident or
other associations, institutions, funds, or trusts, and by providing or by subscribing
or contributing towards places of instructions and recreation, hospitals and
dispensaries, medical and other attendants and other assistance as the company
shall think fit and to subscribe or contribute or otherwise to assist or to guarantee
money to charitable, benevolent, religious, scientific, national, or other institutions
and objects which shall have any moral or other claim to support or aid by the
Company either by reason or locality of operation or of public and general utility or
otherwise.

50. To remunerate (by cash or otherwise or by other assets or to remunerate by
allotment of fully or partly paid shares credited as fully or partly paid up or in any
other manner) any person, firm association or company for services rendered or to
be rendered in giving technical aid, and advice, granting licenses or permission for
the use of patents, trade, secrets, trade marks, processes and acting as trustees
for debentures holders or debenture stock holders of the company or for
subscribing or agreeing to subscribe subscription whether absolutely or
conditionally or for procuring or agreeing to procure subscription whether absolute
or conditional for any shares, debentures or debentures stock, or other securities
of the company or for services rendered in or about the formation or promotion of
the company promoted by this company or introducing any property or business to
the company or in or about the conduct of the business of this company or interest
thereon.

51. To sell, improve, manage, develop, exchange, lease, surrender, accept surrender
of lease, mortgage, change, reapid, extend, maintain, assign, transfer,
enfranchise, dispose of, turn to account, or otherwise deal with all or part of the
property, undertaking, assets and rights of the company on such terms &
conditions as the company may think fir and in particular for shares, debentures,
bonds or securities or to grant and create in perpetuity or for a term of year only,

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rent charges or ground rents out of any part of the company's real or lease hold
property and to sell any property in consideration wholly or partly or a rent charge
or ground rent and to sell mortgage, redeem or otherwise deal with any such rents.
52. To seek foreign assistance or co-operation or collaboration for the purposes and to
achieve the objects mentioned in this memorandum and also to work out the
objects as per this Memorandum jointly with foreign technicians and or firms,
companies, interested in business of nature carried only by the company, provided
that the word "Foreign" in this clause means outside the Union of India.

53. To do the above things either as principal agents, trustees, contractors or
otherwise, and by or thought agents, sub-contractors, trustees or otherwise, and
along with or in conjunction with others.

54. To erect, construct, lay down, enlarge alter and maintain any buildings, works, and
things and to manage, improve, alter rebuild, adopt, develop and deal with or turn
to account any property immovable or movable of the Company.

55. To apply for, purchase or otherwise acquire any patents, brevets, invention,
licenses, concessions and the like conferring any exclusive or non-exclusive or
limited right to use or any secret or other information as to any invention which
may seem capable of being used for any of the purposes of the company or the
acquisition of which may seem calculated directly or indirectly to benefit the
company and to use, exercise, develop or grant licenses in respect of or otherwise
to turn to account or deal with the property rights or information so acquired.

56. To guarantee the payment of money unsecured or secured by or payable under or
in respect of promissory notes, bonds, debentures, debentures-stock, contracts
mortgages, charges, obligations, instruments, and securities of any company or of
any persons whomsoever, whether incorporated or not incorporated and generally
or become surely for the performance of the contracts or obligations.

57. To obtain any Act of any legislature in India for enabling the Company to carry any
of its objects into effect and for effecting any modification of the company's
construction or for any other purpose as may seem expedient, and to oppose any
proceedings, or applications which may seem calculated directly or indirectly to
prejudice the company.

58. To adopt such means of making known the manufacturers & business of the
company as may seem expedient and in particular by advertising in the press, by
circulars, by exhibitions, by publications of book and periodicals and by granting
prizes, rewards and donations.

59. To purchase, acquire or otherwise obtain and to enter into all manner of technical,
financial and or other collaboration agreements with any person firm, company or
body corporate or local body or authority or Government of India both Central as
well as State or in any part of the world for the purchase of acquisition of technical
know-how, or any other secret technical or other information and to sell, import or
otherwise disclose and to enter collaboration agreements with any person, firm,
company or body corporate or local body or authority or Government of India, both
Central as well as State Government of any country or in any part of the world for
the sale imparting of or disclosing technical knowledge, know-how or any other
secret technical or other information owned and/or passed by the company.

60. To institute, conduct, defend, compound any legal proceedings by or against the
company or its officers of otherwise concerning the affairs of the company, and
pay, satisfy or compromise any claim made against the company or any of its
officers notwithstanding that the claim may not be valid at law.

61. To sell or dispose of the undertaking of the company or any part thereof for such
consideration as the company think fit, and in particular, for shares, debentures, or

8
securities of any other company having objects altogether or in part similar to
those of this company.

62. To pay out of the funds of the company all preliminary expenses which the
company may lawfully pay with respect to the promotion, formation and
registration of the company or the issue of its capital including brokerage and
commission for obtaining application for or taking or underwriting or procuring the
underwriting of shares, debentures or other securities of the Company.

63. To draw, make, accept, endorse, discount, execute and issue bills of exchange,
promissory notes negotiable or transferable instruments or securities.


(C) OTHER OBJECTS:

1. To promote, encourage, establish, develop, maintain, organise, undertake,
manage, operate, conduct and to run in India or abroad computer training center,
data processing centres, computer coaching classes, computer consultancy
business, software consultancy and other allied activities for all sorts of services
relating to computer, its maintenance, repairs, programmers & operations, for
industrial, commercial, domestic, public utility, defense, government, and other
general customers or sections of society.

2. To act and carry on business as carriers, warehouse men, ship owners, shippers,
charterers and shipping and for warding agents, stevedores.

3. To carry on the business of mechanical, electrical, hydraulic, electronic, precision
and general engineers, machine and engineering tools makers, fitters, boulder-
makers iron founders, brass founders, iron and steel converters, metallurgists,
platemakers, dredgers, and to buy, sell, import, export, manufacture, repair,
convert, let on, and deal in machinery, rolling stock, iron, steel, hire metal
implements, tools, utensils and conveniences of all kinds.

4. To carry on the business of manufacturers, importers, exporters, assemblers,
processors, repairers, finishers, letters on hire or hire purchase and dealers of and
in machinery and tools and accessories, abrasive equipment, and abrasive plant
of all kinds, wire drawing equipment, casting, moulds, precision surface finishers,
special alloy casting heat treatment, sound reproduction equipment, electronic
equipment, cinematography and photographic accessories for the same,
engineers, tools, photographic equipment, fire- fighting equipment or components
or accessories for the same, engineering tools, power tools, household tools,
hardware goods machinery, tools and equipment of all descriptions for tool makers
and for glazing, cutting and working on metal, glass, tiles, stone, marble and rock
substances and in any articles or things used for or in connection with any such
business as aforesaid and in the raw or other materials for or component parts of
or accessories to the same.

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

6. To crush, win, get, quarry, smelt, calcine, refine, dress, beneficate, amalgamate,
manipulate, wash, and convert into merchantable, sell, buy, import, export, or deal
in all type of ore, smelt and mineral, substance of all kinds including manganese,
barytes, iron, ore, mica, coal, limestone and all other minerals and metals, cement,
glasses, oil products, clays, bricks, tiles, pipes, pottery refractory, and ceramic
wares of all kind.

7. To produce, manufacture, refine, prepare, import, export, buy, sell and generally to

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deal in iron and steel in all forms and/or by-products, thereof and to carry on the
trade or business of iron makers, steel makers, steel converters, rolled steel
makers, miners, smelters, engineers, tinplate makers and iron founders in all their
respective branches, manufacturers of all sorts of bars, rods and other sections
sheets and plates, wires, and wire products or iron and steel and other metals and
to search for, get, work, make merchantable, sell and deal in iron, steel and other
metals, ferrous or non-ferrous, old or new, coal, minerals and substances.

8. To purchase and acquire any ginning, pressing, spinning, weaving mill, business
or concern.

9. To carry on the business of manufacture of cotton, silk, artificial silk, wool. and
similar fibers and of merchants importers, and growers of and dealers, in cotton,
silk, and all products thereof, and the business of cotton spinners and doublers,
silk, wool, flax, hemp, and jute spinners, combers and weavers and or dyers,
bleachers, dealers in dyeing and bleaching materials, and to comb, spin, wind,
weave, scour clean, prepare, render marketable and buy, sell or deal in cotton,
silk, wool and other like substances, and to manufacture, workup, buy, sell and
deal in linen, cloth, silk, satin, satinette, plush, velvet, velveteen, yarn, thread and
other goods and fabrics and to carry on the business of ginning and pressing.

10. To manufacture and carry on the business of film productions, silent as well as
talking in all or any of the languages spoken in the world which may be Topical,
News, Education, Dramatic, Comic, Advertisement, Cartoons, Coloured,
Synchronized and film or films of any other kind to be hereinafter devised.

11. To exhibit, distribute, give or take on hire, exchange, purchase or sell and to deal
in any manner in films both of own manufacture or other manufacture, Indian or
Foreign, in India or elsewhere outside India and to establish branches or agencies
in India or elsewhere outside India and also to engage agents or representatives
for the above or any other purpose of the Company and to remunerate such
agents, representatives and servants of the Company and to manufacture,
produce and exhibit cinemato-graphic films and pictures and to engage Directors,
Actors, and other servants, Authors, Play-writers, dramatists, Dialogue and
Scenario writers, Editors, Story writers and other persons, Technicians, Engineers,
sound Experts, Cameraman, Musicians, Art Directors, Artists, Painters, Carpenters
and other experts.

12. To manufacture, sell, prepare, or otherwise deal in packing, material of various
types and forms made of wood, metal, corrugated sheets, tin-plates, craft and craft
paper, rubber and glass used in the preparation of wooden boxes ammunition
covers, steel barrels, glass ampoules and vials and other packing material
required for use in the Defense Department or otherwise for transit of the goods
and stores.

13. To manufacture, sell, and carry on business of industrial gases, i.e. oxygen,
acetylene, argon, nitrogen, carbon dioxide, nitrous oxide, freon, in gas and in liquid
form.

14. To carry on business of producers and manufacturers of oxygen, dissolved
acetylene, nitrogen, argon, hydrogen, carbon dioxide, nitrous dioxide, freon
carbonic acid and other gases or kindred substances or any compounds thereof.

15. To carry on the business of a finance company i.e. to receive money on deposit at
interest or otherwise for fixed period and to lend money on any terms that may be
though fit.

16. To carry on the trades or business of iron masters, steel makers, steel converters,
colliery proprietors, coke manufacturers, miners, smelters, engineers, tin plate
makers and iron founders in all their respective branches.

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17. To produce steel bricks and balls from steel and cast iron scrap.

18. To carry on the business of running motor lorries, motor taxis, motor minibuses
and conveyances of all kinds and to transport passengers and goods and
generally to do the business of common carriers.

19. To promote, encourage, establish, develop, maintain organise, undertake,
manage, operate, conduct and to run in India or abroad education training centre,
coaching classes, educational consultancy business, counseling and other allied
activities for all sorts of services relating to education, study its programs &
operations, for school education, college education, chartered accountancy,
company secretary, cost accountancy, MBA, various diploma courses, various
postal courses, public utility, defense, government, semi-government, non-
government, and other general customers or sections of society.

20. To carry on the business of hotel, restaurant, cafe, tavern, refreshment room and
boarding and lodging house keepers, beer house keepers, licensed victualers,
wine, beer and sprint merchants, aerated, mineral and artificial water and other
drinks, purveyors, caterers for public amusements.

21. To carry on business as bakers and manufacturers of and dealers in bread flour,
rava, maida, biscuits and farnacious compounds and materials of every
description.

22. To carry on business of manufacturers of and dealers in sugar, khandsari, sugar-
candy, chocolate, toffees and other allied products.

23. To carry on business of stationery, printers, lithographers, stereotypes, dyesinkers,
envelope manufacturers, book-binders, account book manufacturers, machine
rulers, numerical printers, paper makers, paper bag and account book makers, box
makers, cardboard manufacturers, type founders, photographers, manufacturers
of and dealers in playing, visiting, railway festive, complimentary and fancy cards
and valentines, dealers in parchment, dealers in stamps, agents, designers,
draftsmen, book-sellers, publishers, paper manufacturers and dealers in the
materials used in the manufacture of paper.

24. To carry on the business as manufacturers and dealers in books, shoes. all kinds
of footwear and leather and plastic goods, boots, laces, buckles, leggings.

25. To carry on business as goldsmiths, silversmiths, jewelers, gem merchants,
importers and exporters of bullion, and buy, sell and deal (wholesale and retail) in
bullion, precious, stones, jewelry gold or silver, plates, cups, shields, electroplated,
cutlery, dressings, bags, bronzes articles of virtue, objects of art and such other
articles and goods.

26. To carry on business as manufacturers and dealers and radios, television sets,
teleprinters, telecommunication and electronic equipments telephone equipments,
radars, computers, business machine and their components, including valves,
transistors, resistors, condensers and coils TV picture tubes, videos and
accessories.

27. To carry on business of manufacturers or dealers in typewriters, calculating
machines, computers, cleaners, sewing and printing machines, air-conditioning
equipment, airconditioners, refrigerators, coolers, ice cream manufacturing
machinery and to maintain air-conditioned godowns for storage of goods.

28. To acquire or set up and run hospitals, clinics, nursing homes, maternity and
family planning units, or pathological laboratories and optician shops.


11
29. To carry on the business of cold storage of fruit, vegetables, seeds, fish, meat,
agricultural products, milk and dairy products and other perishable items.

30. To establish and work cement manufacturers and to carry on the business of
cement manufacturers, line burners and ceramics, including sanitary fitting and
chinaware.

31. To carry on the business of manufacturers of dealers of tractors, automobiles,
earth-moving equipments, internal combustion engines, boilers, locomotive and
compressors.

32. To cultivate, grow, produce, or deal in any agriculture, vegetable or fruit products
and to carry on all or any of the business of farmers, dairymen, milk contractors,
dairy farmers and milk products, condensed milk and powdered milk, cream,
cheese, butter, poultry, fruits, fruit essences, vegetables, cash crops and
provisions of all kinds, growers of and dealers in corn, hay and straw, seedsmen,
and nurserymen all types of flowers, products, flower essences, and to buy, sell,
manufacture, and trade in any goods, usually traded in any of the above business
or any other business inclusive of staple goods and medicinal preparations from
milk, vegetable, flowers and animals products.

33. To cultivate tea, coffee, cinchona, rubber, spices, cashew nuts, cardamom, lavang
and other produce and to carry on the business of planters in all its branches, to
carry on and do the business of cultivators, winners and buyers of every kind of
vegetable, mineral, or other products of the soil, to prepare, manufacture and
render marketable any such products, and to sell, dispose of and deal in any such
products, either in its prepared, manufactured or raw state, and either by
wholesale or retail.

34. To carry on the manufacture and sale of patent medicines and generally to carry
on the business of manufacturers, buyers, and sellers of and dealers in all kinds of
medicines and medical preparations and drugs whatsoever and obtain patents for
them.

35. To carry on the business of manufacturers of or dealers in soap, cosmetics,
perfumes and toilet requisite.

36. To manufacture and deal in all chemical products such as coal and coal tar
products, and their intermediates, dyes drugs, medicines and pharmaceuticals,
petroleum and its products, and derivatives, paints, pigments and varnishes
explosives and ammunitions, their products and derivatives, all types of heavy
chemicals such as sulphuric and other acids, caustic soda ash, all types of textile
chemicals, and sizing and finishing materials, cement and allied products,
photographic chemicals, clay and boards, including straw boards, soap, glycerin
and allied products, all industrial and pharmaceutical, organic and inorganic
chemicals, fertilizers, pesticides, manners, fungicides, and allied products, fats,
waxes, and their products, hides, skins and leather.

37. To carry on the business of purchase and sale of petroleum and petroleum
products, to act as dealers and distributors for petroleum companies, to run
service stations for the repairs and servicing of automobiles and to manufacture or
deal in fuel oils, cutting oils, greases.

38. To carry on business of electrical engineers, electricians, contractors,
manufacturers, constructors, suppliers of and dealers in electric and other
appliances, electric motors, fans, lamps, furnaces, household, appliances,
batteries, cables, wire lines, drycells, accumulators, lamps and works and
generate, accumulate, distribute and supply heat, motive power, and for all other
purposes for which electrical energy can be employed, and to manufacture, and
deal in apparatus and things required for or capable, or being used in connection

12
with the generation distribution, supply, accumulation, and employment of
electricity, including in the terms electricity, all power that may be directly or
indirectly derived therefrom or may incidentally hereafter, discovered in dealing
with electricity.

39. To carry on the business of manufacturing, assembling, buying, selling, reselling,
exchanging, altering, importing, exporting, hiring, letting on hire, distributing, or
dealing in ships, boats, barges, launches, submarines, and other underwater
vessels, airships, sea planes, flying boats, hydro planes and air-crafts and aerial
conveyance of every description and kind for transport or conveyance of
passengers, merchandise or goods of every description whether propelled or
assisted by means of petrol, spirit, electricity, steam, oil, vapour, gas, petroleum,
mechanical, animal or any other motive power and all component parts,
accessories, equipments and apparatus for use in connection therewith.

40. To carry on the business of machinists, makers of machinery, manufacturers or
pressed bowls, mechanical engineers, iron founders, brass founders, iron and
steel converters, metallurgists, smiths and iron masters, steel makers, blast
furnace proprietors, repairers, boiler makers, smiths iron mongers, alloy makers,
metal platers, wire weavers and to buy, sell, manufacture, repair, alter, convert, let
on hire and deal in plant, machinery, tools, implements, utensils, rolling, stock and
hardware of all kinds.

41. To manufacture any and sell machinery, stores, engineering products of all kinds
and description and to carry on the business of suppliers and dealers in all types
of machinery and in all products intended for use in foundry and treatment of
metals.

42. To carry on the business of manufacturers of or dealers in arms and ammunition.

43. To carry on the business of manufacturers of or dealers in glass products,
including sheet and plate glass, optical glass, glass ware and laboratory ware.

44. To carry on business of manufacturers of or dealers in industrial machinery of all
types, including bearing, speed reduction units, pumps, machine tools and
agricultural machinery and earth moving machinery including road rollers, bull-
dozers, dumpers, loaders, shovels and draglines and light engineering goods such
as cycles and sewing machines and the components.

45. To carry on the business of manufacturers of or dealers of ferrous or non-ferrous
metals, including iron and steel, aluminum, brass, tin, nickel, special steel and their
products.

46. To carry on business as manufacturers, dealers, stockists, importers, and
exporters of engineering drawing sets, builders, hardware steel rules, measuring
tapes, cutting tools, hand tools, precision measuring tools, machine tools, garage
tools, hardware tools, instruments, apparatus and other machinery plant,
equipment, articles, appliances, their components, parts, accessories and allied
things.

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

48. To carry on business as manufacturers, dealers, stockists, importers and exporters
of forging, casting, stampings, of all metals, machinery parts, moulds, press tools,
jigs fixtures, injections and compression moulding, steel products, automobile
parts of all kinds.

49. To carry on business as manufacturers, stockists, importers, exporters, repairers

13
and dealers in dynamos, motors armatures, magnets, batteries conductors,
insulators, transformers, converters, switch boards, engines, gums, presses,
insulating material, and generally electric plant, appliances and suppliers of every
description.
50. To carry on the business as manufacturers, dealers, stockists, importers and
exporters of buckets, bathtubs, tanks, trunk metal furniture, safes, chimneys PVC
pipes, cables.

51. To carry on business as manufacturers, dealers, stockists, importers, and
exporters of wearable and unwearable fabric, high-density polythene and
polypropylene, woven, sacks, tarpaulins of various qualities and types.

52. To carry on business of timber and merchants, timber yard and saw-mill
proprietors, and to buy, sell, prepare for market, import, export, and deal in timber
and wood of all kinds and to manufacture and deal in articles of all kinds in the
manufacture of which timber is used and to carry on the business of logging and
lumbering, acquiring and leasing timber berths.

53. To procure or develop and supply technical know-how for the manufacture or
processing of goods, material, or in the installation or erection of machinery or
plant for such manufacture or processing, or in the working of mines, oil wells or
other sources of minerals deposits, or in carrying out any operations relating to
agriculture animals husbandry, dairy or poultry farming, forestry or fishing or
rendering services in connection with the provision of such technical know-how.

54. To carry on the profession of consultants on management, employment,
engineering, industrial, and technical matters to industry and business and to act
as employment agents.

55. To undertake or arrange for the writing and publication, books, magazines,
journals or pamphlets on subject relating to trade commerce, industry, agriculture,
banking, insurance, investment, taxation, economics, law and other subjects.

56. To carry on all or any of the business of transport, cartage and haulage
contractors, garage proprietors, owners and charterers of road vehicles, aircrafts,
ships, tugs, barges and boats of every description, lightermen, carriers, of goods
and passengers by road rail, water or air, carmen, cartage contractors, stevedores,
wharfingers, cargo superintendents, packers, haulers, ware-housemen,
storekeepers, and job-masters.

57. To carry on the business of importers, exporters, dealers stockists suppliers and
manufacturers of commercial industrial and domestic plastic products of any
nature, substance and form, and of any polyesters, polycarbonates and polyethers
and epoxy resins and composition silicon resin and compositions, P.F., U.F., and
other thermoplastic moulding compositions including prefabricated sections and
shape, cellulosic plastics and other thermosetting and thermoplastic materials.

58. To open films studios and video studios or produce films or produce video or
television films, advertisement shorts, radio jingles, or to take video taping rights of
Indian feature films or foreign feature films and to act as film distributors.

59. To undertake, carry out, promote and sponsor rural development including any
program for promoting the social and economic welfare of, or the uplift of the
public in any rural area and to incur any expenditure on any program or rural
development and to assist execution and promotion thereof either directly or
through any independent agency or in any other manner. Without prejudice to the
generality of the foregoing "Program of Rural Development" shall also include and
program for promoting the social and economic welfare of or economic uplift of the
public in any rural area to promote and assist rural development and the words
"Rural Area" shall include such areas as may be regarded as rural area under the

14
Income tax Act, 1961, or any other law relating to rural development for the time
being in force or in order to implement any of the above mentioned objects or
purposes transfer without consideration or at such fair or concessional value and
subject to the provisions of the Companies Act, 1956 divest the ownership of any
public or local; body or Authority or Central or State Governments or any Public
Institutions or Trust or Organisation(s) or person(s).

60. To undertake, carry out promote or transfer 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 the public as also
any activity to promote national welfare or social, economical or moral uplifts of the
public and in such manner and by such means from time to time and to the
generality of the forgoing undertake, carry out, promote and sponsor any activity
for publication of any books, literature, newspapers etc. or for organising lecturers
or seminars likely to advance these objects or for giving merit awards,
scholarships, loans or any other assistance to deserving students or other
scholars or persons to enable them to prosecute their studies or academic pursuits
or researches or to take up establishment of any Medical Research Centre to
Collect information and to advise on modern techniques for treatment of diseases
for the benefit of the rural areas either by itself or through any of the agencies and
for establishing, conducting or assisting any institution, fund, trust having any one
of the aforesaid objects as one of its objects by giving donations or otherwise in
any other manner in order to implement any of the above mentioned objects or
purposes transfer without consideration or all such fair or concessional value and
subject to the Companies Act, 1956 divest the ownership of any property of the
Company to or in favour of any Public or Local Body or Authority or Central or
State Government or any Public Institutions or Trusts or Organisation(s) or
Person(s).

61. To carry on the business of an investment Company, and for that purpose to
invest in, acquire and hold either in the name of the Company or in that of any
nominee shares, stocks, debentures, debenture stock, bonds, notes, obligations,
warrants, options and securities issued or guaranteed by any enterprise or
Company (Public or Private) wherever incorporated, or issued or guaranteed by
any Government, public body or authority in any part of the world; and to acquire
any such shares, stock, debentures, debenture stock, bonds, notes, obligations,
warrants, options or securities by subscription, purchase, exchange, underwriting
otherwise, and whether or not fully paid up, and subject to such terms and
conditions [if any] as may be though fit; and to exercise and enforce all rights and
powers conferred by or incident to the ownership of any investment of the
Company, and execute all assignments, transfers, receipts and any other
documents that may be necessary on that behalf.

62. To amalgamate or get amalgamated, wholly, with any company incorporated
under the law relating to the incorporation and administration of companies in India
on the basis of scheme of amalgamation as may be considered fit and expedient
and/or enter into partnership or make any arrangement for sharing profits, union of
interests, cooperation, joint venture or reciprocal concessions or for limiting
competition with any individual, person or company having similar objects.

63. To carry on in India or elsewhere the business to manufacture, produce, process,
prepare, disinfect, fermentate, compound, mix, clean, wash, concentrate, crush,
grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze,
distillate, boil, sterilize, improve, extract, refine, buy, sell, resale, import, export,
barter, transport, store, forward, distribute, dispose, develop, handle, manipulate,
market, supply and to act as agent, broker, representative, consultant,
collaborator, adatia, stockists, liasioner, middleman, export house, jobworker or
otherwise to deal in all types, descriptions, tastes, uses, and packs of consumer
food items, their by products, ingredients, dry fruits, derivatives, residues, including
foods and vegetables, packed foods, powders, pastes, liquids, drinks, beverages,

15
juices, jams, jelly, squashes, pickles, sausages, concentrates, extracts, essences,
flavours, syrups, sarbats, flavoured drinks, health and diet drinks, extruded foods,
frozen foods, dehydrated foods, pre cooked foods, canned foods, preserved foods,
health foods, fast foods, cream, cheese, butter, biscuits, breads, cakes, pastries,
confectionery, sweets, chocolates, toffees, breakfast foods, protein foods, dietic
products, strained baby foods, instant foods, cereal products, table delicacies and
all other items whether natural, artificial or synthetic of a character similar or
analogous to the foregoing or connected therewith and to do all incidental acts and
things necessary for the attainment of foregoing objects.

64. To undertake, carry out, promote, encourage, sponsor, subsidise or assist any
plants, programs & activities for the promotion development & growth of national
economy at local, regional, state or central level either on its own or through any
media, representations, bodies, associations or welfare organisations in the field of
trade, business, commerce, industries, utilities, defense, security, human rights,
health care natural calamities or in such other fields directly or indirectly
contributing to the promotion of national & social welfare and for the purpose to
incur expenses and to relinquish, extinguish, surrender or divest the ownership of
any property, rights, claims or entitlements belonging to the company in favour of
any government, semi government, local authorities trusts or institutions as the
Directors may think fit from time to time.

65. To encourage, undertake, carry out, promote, sponsor, subsides, activate, assist,
participate, manage or organise rural development programs for promoting the
social, economic, medical, healthcare, housing, irrigation, sewage, or other
developmental work in any rural area of Indian subcontinent and to incur any
recurring or non-recurring expenditures either directly or through an independent
agency or in any other manner as per the provisions of Income Tax Act, 1961 or
any other laws relating to rural development for the time being in force.

66. To carry on in India or elsewhere the business to manufacture, produce,
assemble, alter, acquire, build, construct, convert, commercialize, dismantle,
design, develop, display, demonstrate, erect, equip, establish, fabricate, finish,
hold, handle, install, hire, let on hire, lease, repair, maintain, modify, market
machine, own, operate, protect, pulldown, reconstruct, renovate, recondition,
remodel, import, export, buy, sell, resale, exchange, service, turn to account and to
act as agent, broker, financier, stockist, turn key supplier, contractor, promoter,
consultant, engineer, collaborator or otherwise to deal in all types of automatic or
semi-automatic plants, machineries, instruments, equipments, apparatus,
components, parts, fittings, tools, tackles and accessories used in water chilling
plant, package chilling unit, cooling water system, effluent treatment system, paint
circulation system, hydraulic oil coolers system, furnace cooling system, quench oil
cooling system, dust shaker, emulsion plant, and finisher card.

67. To construct and develop residential or industrial colonies for general
advancement of the employees of the Company and also for letting out and selling
on installment basis.

68. To advise and assist the clients in formulation of business plans, covering
rationalised policies and procedures both short and long term, aimed at improving
overall business performance through planed strategies, to represent the business
interest of overseas clients in India and abroad covering identification, evaluation
of investment opportunities, finalisation of foreign collaborations, take over of
companies through share participation, participation in global tenders, liaison with
related agencies, transfer of technology, interpretation of government policies, tax
laws and assistance in strategic planning and execution to plan direct and conduct
training activities, conferences, seminars for different disciplines of management
aimed at executive development and creating awareness of scientific management
techniques, and to render assist and advise clients in various aspects of computer
services including systems, designs, selection of data processing equipment.

16

69. To render managerial, technical, financial, legal and other consultancy services as
to process of manufacture, processing of goods, materials, erection of machinery
and plant, to prepare feasibility reports, market surveys, select personnel, sick
units consultancy, and imparting of information as to patents, inventions, models,
secret formula of process or similar property.


IV. The liability of the Members is limited.


V. The Authorised Share Capital of the Company is Rs. 300,000,000/- (Rupees Thirty
Crores Only) divided into 23,000,000 (Two Crores Thirty Lakhs ) Equity Shares of
Rs. 10/- each and 7,000,000 Cumulative Convertible Preference Shares of Rs.10/-
each with a coupon rate of 0.001%. The Company has power to increase or reduce
its capital from time to time and to divide the shares in the capital for the time being
into several classes (being those specified in the Companies Act, 1956 or in any
amendment or modification or re-enactment thereof) and to attach thereto
respectively such preferential, qualified or other special rights, privileges,
conditions or restrictions, as may be determined by or in accordance with the said
Companies Act or the Articles of Association of the Company and to vary, modify,
enlarge or abrogate any such rights, privileges, conditions or restrictions in such
manner as may be permitted by the said Companies Act or by the Articles of
Association of the Company

17

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


Name, Address, Description &
Occupation of Subscribers
No. of Equity
Shares taken
by each
Subscriber
Signature of
Subscribers
Sign. Of witness & his Name,
Address, Description &
Occupation

1) SHARAD SANGHI
S/O. SHYAM SANGHI
23, SEAGULL,
CARMICHAEL ROAD,
BOMBAY 400 026.

OCCUPATION :
NETWORK ENGINEER




100
ONE
HUNDRED

Sd/

2) DHANESH J. LODAYA
S/O. SHRI JAICHAND N.
LODAYA
"BEDESHWAR",
FLAT NO. 10,
31, M. G. ROAD,
GHATKOPAR (EAST),
MUMBAI 400 077.



100
ONE
HUNDRED

Sd/

WITNESS TO ALL

Sd/

SANDEEP JAIN
S/P. SHRI DHARAMCHAND
JAIN,
CHARTERED ACCOUNTANT,
MODI ELECTRICALS,
BHANDARA ROAD,
TOBACCO OLI ITWARI,
NAGPUR - 2

OCCUPATION : PROFESSION

Total

200
TWO
HUNDRED


DATE : 21st JULY, 1998.
PLACE : Mumbai