THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

XYZ Private Limited (OPC)

1st The name of the Company is "XYZ Private Limited (OPC) ".

2nd The Registered Office of the Company will be situated in State of

_______________, within the jurisdiction of Registrar of Companies, _________.

3rd (A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS

INCORPORATION ARE:
1. To carry on the business of providing all type of consultancy and
advisory services in the field of engineering, process technology and
project management.

(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS

SPECIFIED IN CLAUSE 3(A) ARE:

2. To apply for, purchase or by other means acquire and protect, prolong

and renew, whether in India or elsewhere, any patents, patent rights,
inventions, licenses, protections and concessions which may appear likely
to be advantageous or useful to the Company, and to use and turn to
account, and to manufacture under or grant licenses or privileges in
respect of the same, and to expend money in experimenting upon and
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 testing and in improving or seeking to improve any patents, inventions or
rights which the Company may acquire or propose to acquire.

3. To import all kinds of equipments, tools and machinery required to set up

and carry on the said projects in the main object and arrange financial
assistance, bank loans for any project to be developed and to enter into
Joint Venture with State Government, other Government authorities as
well private bodies for provision of services and products developed by
the Company.

4. To purchase or otherwise acquire or undertake all or any part of the

business, property, assets, rights and liabilities of any person or company
or, the whole or any portion of the shares in or securities of, or
obligations or liabilities of any company carrying on any business which
this Company is authorised to carry on or which appears calculated
directly or indirectly to benefit this Company, or possessed of property or
rights suitable for the purposes of this Company.

5. To sell, lease, grant licenses, easements and other rights over and in any
other manner, deal with or dispose of the undertaking, property, assets,
rights and effects of the Company or any part thereof, for such
consideration as the Company may think fit and in particular of shares,
debentures or securities of any other Company.

6. To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and
from time to time sell or vary such investments and to execute all
assignments, transfers, receipts & documents that may be necessary in
that behalf and to advance money and assets of all kinds with or without
security and give credit to such persons including Government and upon
such terms and conditions as the Company may think fit, provided that
the Company shall not carry on Banking business.

7. To enter into guarantees, indemnities, bonds and undertakings and to

provide cash deposits, counter-indemnities or any other form of security
whatsoever which may be required or acceptable in India for the
performance of the obligations of or to secure claims against any person.

8. Subject to the provisions of FEMA (Transfer or issue of Security by a

person resident outside India) Regulations 2000 or any other relevant
guidelines issued by the Central Government from time to time, any
person, Company, entity, institution, trust or organization resident or
established outside India may invest in the Company.
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9. Subject to the provisions of Banking Regulation Act, 1949 as subsequently
amended from time to time, to draw, make, accept, endorse, discount,
buy, sell, collect, deal in, execute and issue bills of exchange, hundies,
promissory notes, coupons, drafts, bills of lading, railway receipts,
warrants, debentures, scrips and other negotiable or transferable
instruments or securities whether transferable / negotiable or not and to
discount, accept, collect Bills of Exchange, Hundies, Promissory Notes,
Coupons, drafts, Bills of Lading, and other instruments and securities
whether transferable / negotiable or not.

10. To effect all such insurances in relation to the property of Company and
the carrying on of its business and any risk incident thereto as may seem
expedient.

11. To refer to or agree to refer any claims, demands, 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 the
sole member or sole member of the Company and / or his
representatives, or between the Company and third parties, to arbitration
and to observe and perform and do all acts, matters and things to carry
out or enforce the awards, to act as agents for service of process and
otherwise represent foreign entities in legal and arbitral proceedings in
India.

12. To form or promote any company or companies, whether in India or

elsewhere, having amongst its or their objects the acquisition of all or any
of the assets or control or development of the company or any other
objects which in the opinion of the company could or might directly or
indirectly assist the company in the development of its properties or
otherwise prove advantageous to the company and to pay all of the costs
and expenses incurred in connection with any such promotion or
incorporation and to remunerate any person or company in any manner
it shall think fit for services rendered or to be rendered.

13. To amalgamate, or enter into partnership or into any arrangement for

sharing profit, union of interest, co-operation, joint venture, reciprocal
concession or otherwise with any person, firm or company whether
Indian or foreign, carrying on or engaged in or about to carry on or
engage in any business or transaction which this Company is authorised
to carry on or engage in.

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14. To take or otherwise, acquire and hold, re-sale, dispose off shares in any
other company having objects altogether or in part similar to those of the
company.

15. To provide for or utilise such sum or sums of money that may be agreed
upon by the Company from time to time for research and development
connected with the objects of the Company and for the protection of the
interest of the Company and securing any process or processes / patent
or patents or protecting any invention or inventions which the Company
may acquire or propose to acquire or deal with.

16. To appoint engineers, technicians, professionals, contractors, managers,

brokers, canvassers, agents and other persons and to establish,
undertake, transact, execute, and maintain agencies or branches in any
part of India or elsewhere for the purpose of the company™s business and
to discharge and to discontinue the same.

17. To engage any person, firm or company rendering professional,

consultancy or advisory services to the Company and to remunerate any
such person, firm or company as may be though expedient.

18. To negotiate and enter into agreements and contracts with Indian and
foreign individuals, companies, corporations and such other organisations
for technical, financial or any other assistance for carrying out all or any
of the objects of the company or for the purpose of activating research
and development of manufacturing projects on the basis of know-how,
financial participation or technical collaboration and acquire necessary
formulae and patent rights for furthering the objects of the company.

19. To purchase or to lease or take on licence or in exchange, hire or

otherwise acquire and to erect, maintain, reconstruct, and adopt any
land, building and any other kind of real and personal property whether
moveable or immovable necessary or convenient for the purpose of the
business of the Company and for that purpose to enter into any
Agreement, Deed of Sale or any kind of arrangement with any party and
to create any kind of fund (depreciation, reserve, sinking, insurance) for
repairing, maintaining, improving or replacing its assets / properties and
also to extend, expand, develop the business of the Company by adding
or altering, enlarging all or any of the buildings, premises and machinery
stock in trade. for the time being the property of or in possession of the
Company and by expending from time to time, such sums of moneys as
may be necessary or expedient for the purpose of improving, repairing

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 and maintaining the buildings, machinery and property for the time being
of the Company.

20. To exchange, sell, convey, mortgage, assign or let on lease or leases the
whole or any part of the property (whether movable or immovable) of
the Company and to accept as consideration for or in lieu thereof other
land or cash or Government securities or securities guaranteed by the
Government of India or Provincial or other Government or Municipal,
Port Trust, Railways or other authority or shares, debentures, stocks,
bonds or securities of any other company or companies or partly one or
partly the other or such other company and to take back or reacquire any
property so disposed off by repurchasing or leasing the same for such
price or prices and on such terms and conditions as the Company may
think fit.

21. To apply for, purchase or otherwise acquire and protect, prolong and
renew whether in India or in any part of the world, for the purpose of
using in its business, any patents, patent rights, copy rights, sophisticated
technology, designs, licences, concessions, conferring any exclusive or
non-exclusive or limited right to use any secret, technical or other
information as to any invention which may seem capable of being used
for any of the purposes of the Company or the acquisition of which may
directly or indirectly benefit the Company.

22. To undertake the payment of all rent and the performance of all
covenants, conditions and agreements contained in and reserved by any
lease that maybe granted or assigned to or is otherwise acquired by the
Company.

23. To purchase the reversion or reversions or otherwise acquire the freehold

rights in all or any part of the lands for the time being held under lease or
for an estate less than a freehold estate by the Company.

24. To enter into any arrangements with any Government Authorities

(Central, State, Municipal, local or others) or Company (whether
incorporated in India or outside India) firm or person that may seem
conducive to the attainment of Company™s objects or any of them and to
obtain from any such Government or other authorities any orders,
charters, licences, authorisations, rights, subsidies, loans, indemnities,
sanctions, protection, privileges and concessions which the Company may
think desirable to obtain and to carry out, exercise and comply with any
arrangements, rights, privileges, subsidies and concessions.

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25. To undertake or take part in the formation, supervision or control of the
business or operations of any person, firm, body, corporation and to
promote or form any company or companies for the purpose of acquiring
all or any part of the property, rights and liabilities of the Company or
undertaking any business or to acquire and undertake the whole or
benefit the Company or to acquire and undertake the whole or any part
of the business, goodwill, property and liabilities of other persons, firms
and companies or undertakings either existing or new, engaged in or
carrying on or proposing to carry on any business which this company is
authorised to carry on or possessed of any property or rights suitable for
the purposes of the company by paying or contributing towards the
preliminary expenses thereof or providing the whole or part of the Capital
thereof or by taking shares therein or by advancing money.

26. To advance money to such persons and on such terms as may seem
expedient and in particular to member of the staff, customers and others
having dealings with the Company and to guarantee the performance of
contracts and engagements by any such persons.

27. To make advances of such sum or sums of money upon or in respect of or

for the purchase of goods, machinery, stores or any other property,
articles and things required for the purposes of the Company upon such
terms, with or without security as the Company may deem expedient.

28. Subject to the provisions of the Companies Act, 2013 and as per directives
of the Reserve Bank of India, to borrow or raise or secure the payments of
money or to receive money on deposit at interest for any of the purposes
of the Company and at such time or times and in such manner as may be
thought fit in particular by the issue of debentures or debenture-stock,
perpetual or otherwise, including debentures or debenture-stock
convertible into shares of this or any other company or perpetual
annuities and as security for any such money so borrowed, raised or
received or of any such debentures or debenture-stock so issued, to
mortgage, pledge or change the whole or any part of the property,
assets, or revenue and profits of the Company, present or future
including its uncalled capital, by special assignment or otherwise or to
transfer or convey the same absolutely or in trust and to give the lenders
power of sale and other powers as may seem expedient and to purchase,
redeem or pay off any securities. Provided that the Company shall not
carry on Banking business as defined in the Banking Regulation Act, 1949.

29. To apply for, promote and obtain any order, licence or consents of the
Department of Industry or other Authority for enabling the Company to
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 carry any of its objects into effect or for effecting any modification of the
Company™s constitution or for any other purpose which may seem
calculated, directly or indirectly to promote the Company™s interests and
to oppose any proceedings directly or indirectly that are likely to
prejudice the Company™s interests.

30. To open account or accounts with any Bank or Banks and to pay into and
to withdraw money from such account or accounts.

31. To remunerate any person, firm or company for services rendered or to

be rendered in placing or assisting to place or guaranteeing of any of the
shares in the Company™s capital or any debentures or debenture stocks or
other securities of the Company or in or about the formation or
promotion of the Company or the conduct of its business.

32. Subject to the provisions of the Companies Act, 2013, to sell or dispose of
the undertaking of the Company or any part thereof 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.

33. To enter into such contracts as may be necessary for all or any contracts
from time to time and upon such terms and conditions as may be thought
expedient.

34. To distribute any of the property of the Company or any proceeds of sale
or disposal of any property in specie or kind to the sole member, subject
to the provisions of the Companies Act, 2013, in the event of winding up
of the Company.

35. To pay out of the funds of the Company all expenses of and incidental to
the formation, registration, advertisements and establishment of the
Company.

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

37. To distribute as bonus shares to the sole member or to place in reserve or

otherwise to apply as the Company may from time to time determine,
any moneys received in payment of forfeited shares and moneys arising
from the sale by the Company of forfeited shares or any moneys received
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 by way of premium on shares or debentures issued at a premium by
the Company.

38. Subject to the provisions of the Companies Act 2013, to

subscribe, contribute, gift or donate any moneys, rights or assets for
any national, educational, religious, charitable, scientific, public,
general or useful object or to make gifts or donations of moneys
or such other assets to any institutions, clubs, societies,
associations, trusts, scientific research associations, funds,
universities colleges or any individual, body of individuals, or
bodies corporate.

39. To establish and maintain or procure for the establishment

and maintenance of any contributory or non-contributory pension or
super-annuation, provident or gratuity funds for the benefit of
and give or procure the giving of donations, gratuities, pensions,
allowances, bonus or emoluments to any persons who are or
were at any time in the employment or service of the Company,
or any Company which is a subsidiary of the Company or is allied to
or associated with the Company or with any such subsidiary company
or who are or were at any time Directors or officers of the
Company or any other such company as aforesaid and the wives,
widows, families and dependents of any such persons and also to
establish and subsidise and subscribe to any institutions,
associations, clubs or funds calculated to be for the benefit of or to
advance the interests and well-being of the Company or any such
other Company or persons as aforesaid and make payments to
or towards the insurance of any such persons as aforesaid and to do
any of the matters aforesaid, either along or in conjunction with any
such other company as aforesaid.

40. To do the above things in any part of the world either as

principals, agents, contractors, trustees or otherwise and either
by or through agents, trustees, sub-contractors or otherwise and
either alone or in conjunction with others and to allow any property
to remain outstanding with such agents or trustees.

4th THE LIABILITY OF THE MEMBER IS LIMITED AND THIS LIABILITY IS LIMITED TO
THE AMOUNT UNPAID, IF ANY, ON THE SHARES HELD BY HIM/HER.

5th THE SHARE CAPITAL OF THE COMPANY IS Rs. 1,00,000 (RUPEES ONE LAC ONLY)
DIVIDED INTO 10,000 (TEN THOUSAND) EQUITY SHARES OF Rs. 10/-(RUPEES TEN
ONLY) EACH.
 6th I, whose name and address is given below, am desirous of forming a company in
pursuance of this Memorandum of Association and agree to take all the shares in the
capital of the company

Name, address, descriptions and Signature of Subscriber Signature, name, address,

occupation of subscriber descriptions and occupation of
witness

Shri/Smt _______________ son/daughter of ___________________ resident of

_____________________________ aged about _______ years shall be the nominee in the event
of death of the sole member.

Date:
Place: