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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 persons who are in the employment of the Company, and
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 for the purpose of this Article be treated as a single
member.

c) Prohibits any invitation to the public to subscribe for any shares in or

debentures of the Company.

d) Prohibits any invitation or acceptance of deposits from person other than

its members, directors or their relatives.

SHARE CAPITAL

(5) a) The authorized share capital of the Company shall be as per clause V of the
Memorandum of Association of the Company. The Company shall have the
power to increase the capital, to divide the shares in the capital for the time being
into several classes and to attach thereto such preferential, deferred, qualified or
special rights, privileges or conditions in such manner as may be determined by or
in accordance with the regulations of the Company and to vary, modify or
abrogate any such rights, privileges or conditions in such manner as may be
permitted by the Act or by the regulations of the Company and consolidate or
subdivide the shares and issue shares of higher or lower denominations.

b) The paid up capital of the Company shall be a minimum of Rupees One Lac
only.

(6) 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 premium or at par or at discount against payment in
cash or kind and at such time as they may from time to time think fit and proper.
The Directors, with the sanction of an ordinary resolution of the Company, may
increase the share capital by such sum to be divided into shares of such amount as
the resolution may prescribe.

(7) Subject to the provisions of Section 80 of the Act, preference shares may, with
the sanction by ordinary resolution, be issued on the terms that they are or at the
option of the Company are, liable to be redeemed on such terms and in such
manner as the Company, before the issue of the shares may by special resolution
determine.
TRANSFER OF SHARES

(8) 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 shares 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.
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(9) The members shall not transfer their shares to any person other than members of
the Company as long as any of the members either severally or jointly are willing
to purchase the same at a price agreed upon by the transferor and the Board of
Directors and failing such agreement at a price fixed either by the auditors of the
Company or an arbitrator appointed, in that order. The Directors may in their
absolute discretion refuse to register any transfer or transmission of a share
whatsoever without any reason for such refusal. But this shall not be applicable
where the proposed transferee is an existing member of the Company. No share in
the Company shall be transferred unless and until the right of preemption is first
exhausted.

DIRECTORS

(10) (a) The following persons are the first Directors of the Company:

1) Mr. Jagdishprasad Mohanlal Joshi.

2) Mr. Sachiin J. Joshi.

(b) The number of Directors shall not be less than two and shall not exceed twelve
at any time. It shall not be necessary for a Director to hold any qualification
shares in the Company.

(c) The fee payable to a Director if any for attending a meeting of the Board or
committee thereof shall be such sum as the Board may fix from time to time
and not exceeding the maximum permissible limit under the Act.

(d) The Board may allow and pay to any Director, who is not a bonafide resident
of the place where meetings of the Board or committee are ordinarily held and
who shall come to such place for attending any meeting such sum as the Board
may consider fair compensation for travelling, boarding, lodging and other
expenses in addition to his fee for attending such meeting as above specified
and if any Director be called upon to go or reside out of the ordinary place of
his residence on the Company’s business, he shall be entitled to be paid,
reimbursed any traveling or other expenses incurred in connection with the
business of the Company.

(e) Any casual vacancy in the Board shall be filled up at a meeting of the Board.

(f) The Board shall have power at any time and from time to time to appoint
Additional Directors on the Board subject to the provisions of the Act.

(g) The Board shall have power at any time and from time to time to appoint any
person to be a Director to fill up a casual vacancy subject to the provisions of the
Act.

(h) The Board may from time to time appoint and remove any person as Managing
Director, whole time Director, Executive Director or Manager on such terms as to
duration of office and remuneration which may be by way of salary, commission
or participation in profits or partly by one way and partly by the other and by way
of monthly, quarterly or annual payments.

(i) The Board may from time to time, delegate to the Managing Director, Director,
whole time Director, Executive Director or Manager such of their powers, as they
may consider appropriate.
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(j) No director shall be disqualified from his office by reason of his contracting with
the Company as a vendor, purchaser or otherwise nor shall any contract or
arrangement entered into by or on behalf of the Company in which any director
shall be in any way interested be avoided nor shall any director be liable to
account for the Company any profit realized by any such contract or arrangement
by reason only of such director holding that office of the fiduciary relation in the
very establishment that it is necessary that the interest should be disclosed by him
either by way of a general notice as provided in Section 299 of the Companies
Act, 1956 or at the meeting in which the contract is discussed by the Board. A
Director may vote in respect of any contract or arrangement in which he is
interested and his presence shall count for the purpose of forming a quorum a the
time of any such discussion or vote.

(k) The Directors may meet together for the despatch of business, adjourn and
otherwise regulate their meetings as they deem fit and determine the quorum
necessary for transaction of the business. The Board shall elect a Chairman from
amongst themselves and the Chairman of the Board shall be the Chairman of the
Company and shall preside over general meetings. The Chairman shall have a
casting vote.

(l) The quorum for all Board meetings or any committee thereof shall be one third of
the total strength (any fraction contained in that one third being rounded off as
one) or two directors whichever is higher. In case a meeting is adjourned for want
of a quorum, the directors present at the adjourned meeting shall form a quorum.

GENERAL MEETING

(11) (a) A general meeting of the Company may be called by giving not less than seven
days clear notice.

(b) Provisions of Section 171 to Section 186 of the Companies Act, 1956 shall not
apply to the Company.

(c) At any general meeting every question shall be decided on a show of hands
and in case of equality of votes, the Chairman of the said meeting shall be
entitled to a second or casting vote.

(d) Two members present in person shall be the quorum for a general meeting.

(12) (a) A general meeting of the Company may be called by giving not less than
Seven days clear notice.
(b) Provisions of Section 171 to Section 186 of the Companies Act, 1956 shall
not apply to the Company.
(c) At any general meeting every question shall be decided on a show of hand
and in case of equality of votes, the Chairman of the said meeting shall be
entitled to a second or casting vote.
(d) Two members present in person shall be the quorum for a general meeting.

DIVIDEND

(13) No dividend shall be paid otherwise than out of the profits of the year or any
other undistributed profits including reserves. No dividend shall carry interest
as against the Company. The Directors may from time to time pay to the
members such interim dividends as in their judgment the position of the
Company justifies. The directors may retain any dividends on which the
Company has a lien and may apply the same in or towards satisfaction of the
debts.
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BUY BACK OF SHARES

(14) The Company may buy back its shares in the manner provided by Section 77A,
Section 77A and Section 77B read with other sections as may be applicable of
the Companies Act, 1956.

SEAL

(15) Regulations 84 (2) of Table ‘A’ shall not apply to the Company and the following
clauses will be substituted. “The Common Seal of the Company shall be used by
or under the authority of the Directors or by a Committee of the Board of
Directors authorized by it in that behalf in the presence of at least one Director
who shall sign every instrument to which the seal is affixed. Such instrument
shall also b counter signed by other officers appointment for this purpose, if any.”
The common seal fo the Company may be made either of metal or rubber as the
Directors may in their absolute discretion decide.

INDEMNITY

(16) Subject to the provisions of Section 201 of the Act, every officer for the time being
of the Company shall be indemnified out of the assets of the Company against any
liability incurred by him in defending any proceedings, whether civil or criminal
in which a judgment is given in his favour or in connection with any application
under Section 633 of the Act in which relief is granted by a competent court.

GENERAL

(17) The articles set out hereinabove may be amended or altered at any time subject to
the provisions of the Act, any statutory modifications or enactments thereof and /or
rules and regulations framed and in the manner provided in the Act.

WINDING UP

(18) If the company shall be wound up, the liquidator may, with the sanction of a special
resolution of the company and any other sanction required by the Act, divide amongst the
members, in specie or kind, the whole or any part of the assets of the company, whether they
shall consist of property of the same kind or not.