(THE COMPANIES ACT, 1956)

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF

AIG BUILDCON PRIVATE LIMITED

PRELIMINERY

1. Subject as hereinafter provided the Regulations contained in Table 'A' in the First Schedule
to the Companies Act. 1956 shall apply to the Company.
INTERPRETATION
2. (1) In these Regulations:-
(a) "Company" means AIG BUILDCON PRIVATE LIMITED.
(b) "Office" means the Registered Office of the Company.
(c) "Act" means the Companies Act, 1956, and any statutory modification thereof.
(d) "Seal" means the Common Seal of the Company.
(e) "Directors" means the Directors of the Company and includes persons occupying
the position of the Directors by whether names called.
(2) Unless the context otherwise requires words or expressions contained in these
Articles shall be the same meaning as in the Act, or any statutory modification thereof
in force at the date at which these Articles become binding on the Company.
PRIVATE COMPANY
3. The Company is a Private Company within the meaning of Section 3(1) (iii) and 2(35) of the
Companies Act, 1956 and accordingly:-
(a) The right to transfer shares in the Company is restricted in the manner and to the
extent hereinafter appearing.

(b) The number of members of the Company (exclusive of 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 the
employment and have continued to be members after the employment ceased) shall
be limited to fifty; provided that for the purpose of this definition where two or more
persons jointly hold one or more shares in the Company, the shall, be treated as a
single member, and.
(c) No invitation shall be issued to the public or subscribe for any shares in or
debentures of the Company.
(d) Prohibits any invitation or acceptance of deposits from persons other than its
members, directors and relatives.
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SHARE CAPITAL
4. (a) The Authorised Share Capital of the Company shall be such amounts and be divided
into such shares as may, from time to time, be provided in Clause V of the
Memorandum of Association with power to increase or reduce the capital in
accordance with the Company’s regulations and legislative provisions for the time
being in force in that behalf with the powers to divide the share capital, whether
original increased or decreased into several classes and attach thereto respectively
such ordinary, preferential or special rights and conditions in such a manner as may
for the time being be provided by the Regulations of the Company and allowed by
law.
(b) The minimum paid up Capital of the Company shall be Rs. 1,00,000/-(Rupees One
Lac).
5. The business of the Company may be commenced soon after the incorporation of the
Company as and when the Directors shall think fit notwithstanding that part of the shares
have been allotted.
6. The shares shall be under the discretionary control of the Directors who may allot or
otherwise dispose off the same.
7. The Company in general meeting may decide to issue fully paid up bonus share to the
member if so recommended by the Board of Directors.
8. The certificate to share registered in the name of two or more person shall be delivered to
first named person in the register and this shall be a sufficient delivery to all such holders.

LIEN
9. The Company shall have a first and paramount lien upon all the shares (not being a fully
paid up share) registered in the name of such member (whether solely or jointly with
others) and upon the proceeds of sale thereof for his debts, liabilities and engagements
(whether presently payable or not) solely or jointly with any other person, to or with the
Company, whether the period for the payment, fulfillment or discharge thereof shall have
actually allien or not and such lien shall extend to all dividends, from time to time, declared
in respect of shares, subject to section 205 A of the Act. The Board of Directors may at any
time declare any shares to be wholly or in part exempt from the provisions of this clause.
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CALLS ON SHARES AND TRANSFER OF SHARES

10. The Directors are empowered to make call on members of any amount payable at a time
fixed by them.
11. Any member desiring to sell any of his shares must notify the Board of Directors of the
number of shares, the fair value and the name of the proposed transferee and the Board
must offer to the other share holders the shares offered at the fair value and if the offer is
accepted, the shares shall be transferred to the acceptor and if the shares or any of them,
are not so accepted within one month from the date of notice to the Board the members
proposing transfers shall, at any time within three months afterwards, be at liberty, subject
to Articles 12 and 13 hereof, to sell and transfer the shares to any persons at the same or
at higher price.
In case of any dispute, regarding the fair value of the share it shall be decided and fixed by
the Company’s Auditor whose decision shall be final.
12. No transfer of shares shall be made or registered without the previous sanction of the
Directors, except when the transfer is made by any member of the Company to another
member or to a member’s wife or child or children or his heirs and the Directors may
decline to give such sanction without assigning any reason subject to Section 111 of the
Act.
13. The Directors may refuse to register any transfer of shares (1) where the Company has a
lien on the shares or (2) where the shares are not fully paid up shares, subject to Section
111 of the Companies Act, 1956.
14. Subject to Section 111 of the Act, the Directors may in their discretion, without assigning
any reason, refuse to register the transfer of any shares to any person, whom it shall, in
their opinion, be undesirable in the interest of the Company to admit to membership.
15. At the death of any members his or her shares be recognised as the property of his or her
heirs upon production of reasonable evidence as may required by the Board of Directors.
16. The instrument of transfer must be accompanied by the certificates of shares.

GENERAL MEETINGS
17. All General Meetings other than the Annual General Meeting shall be called Extra-ordinary
General Meetings.
18. (a) The Board may whenever it thinks fit, call an Extra-ordinary General Meetings.
(b) If at any time there are not within India directors capable of acting who are sufficient
in number to form a quorum, any Director or at least any two members of the
Company may call an Extra-ordinary General Meeting in the same manner, as nearly
as possible, as that a meeting may be called by the Board.
19. At least twenty-one days, clear notice of General Meetings of the Company, specifying
the day, hour and place of meeting and the objects shall be given. In every such notice
calling meeting of the Company there will appear a statement that member is entitled
to appoint proxy to attend and to vote instead of himself. A General Meeting may be
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called after giving a notice shorter than twenty-one days if consent is accorded in case of
any general meeting of all the members entitled to vote there at and in case of any other
meeting by members holding not less than 95 (Ninety Five) percent of the paid up share
capital and is given a right to vote a meeting.
20. No business shall be transacted at any general meeting, unless quorum of members in
present. At least two members present in person shall be quorum for general meeting.
21. The Chairman, if any, of the Board, shall preside as Chairman of all Board and general
meetings, of the Company. If at any time the Chairman is not present within 15 minutes
after the time appointed for holding the same, the Directors and members present shall
elect one of the Directors present to be Chairman of such meeting. If no director is present
or unwilling to act as Chairman, the members may appoint one of their members as
Chairman.
DIRECTORS
22. The number of Directors shall not be less than two and not more than twelve.
23. The following shall be the First Directors of the Company.
1. RAJEEV AGGARWAL
2. HITENDER PRATAP SINGH
3. ANUBHA GUPTA

24. The Directors may from time to time, appoint one or more of their body to the office of the
Managing Director for one or more of the divisions of the business carried on by the
Company and to enter into agreement with him in such terms and conditions as they may
deem fit.
25. The Directors shall have the power, at any time and from time to time, to appoint any
person as additional Director in addition to the existing Director so that the total number of
Directors shall not at any time exceed the number fixed for Directors in these articles, Any
Directors so appointed shall hold office only until the next following Annual General Meeting
but shall be eligible thereof for election as Director.
26. The Managing Director may be paid such remuneration as may, from time to time, be
determined by the Board and such remuneration as may be fixed by way of salary or
commission or participation in profits or partly in one way or partly in another subject to the
provisions of the Companies Act, 1956.
27. The quorum necessary for the transaction, of the business of the Board meeting subject to
Section 287 of the Act, shall be one third of the total strength or at least two whichever is
higher.
28. Subject to section 289 of the Act, a resolution in writing signed by the Director except a
resolution which the Act specifically required it to be passed at a Board meeting shall be
effective for all purposes as a resolution passed at a meeting of Directors duly called, held
and constituted.
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29. Subject to provisions of Section 313 of the Act, a Director, who may be absent for a period,
not less than 3 (three) months from the State in which the meeting of the Board are
ordinarily held, have power to appoint any member of the Company elected by him as an
alternate director by giving notice in writing under his name to the Board and at his
discretion to remove, such alternate director. Such alternate Director shall vacate office
when his appointee is present in person or cease to be director. Save as aforesaid such
alternate director while so acting shall exercise and discharge all functions and powers and
be subject to all the duties and limitations of the Director which he represents and shall be
entitled to receive notice to attend and to vote a Director’s Meeting on behalf of meeting
attended by him.
30. The Director shall have power for engagement and dismissal of managers, engineers,
assistants, clerks and others and shall have power of general direction, and management
and superintendence, of the business of the company with full powers to do all such acts,
matters and things deemed necessary, proper or expedient for carrying on the business
and concern of the Company including the power to make such investment of the
Company’s fund as they shall think fit, subject to the limit fixed by the Board of Directors
under Section 292 of the Act and sign contracts and to draw, make. sign, accept, endorse
and negotiate on behalf of the Company all bills of exchange, promissory notes, hundies
drafts, Government Promissory Notes and other Government securities and such other
instruments.
31. The Director may delegate all or any of their powers to such other Directors, Managers or
other persons as they think fit and shall have power to grant to any such person such
power of attorney, as they deem expedient and such powers at pleasure to revoke, subject
to Section 292 and 312 of the Companies Act, 1956.
32. Subject to Provision of the Companies Act, 1956 the director shall receive such
remuneration for their services as may, from time to time, be determined by the Company
in general meeting or may be contained in an agreement, if any, between the Company
and any Director or Directors.
33. Subject to the provisions of the companies Act, 1956 and the Rules framed thereunder,
each Director shall receive out of the funds of the Company by way of sitting fees for his
services a sum not exceeding Rs. 1000/- (Rupees One Thousand) for every Board meeting
attended by him.
34. A Director shall not be required to hold any qualification shares in the Company and also
not required to retire by rotation.
35. The Director shall also be paid travelling and other expenses of attending and retiring from
meeting of the Board (including hotel expenses) and any other expenses properly incurred
by them in connection with the business of the Company. The Directors may also be
remunerated for any extra services done by them outside their ordinary duties as Director,
subject to the provisions of Section 314 of the Act.
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POWERS AND DUTIES OF DIRECTORS

36. The business of the Company shall be managed by the Board of Directors who may pay all
such expenses preliminary and incidental to the promotion, formation, establishment and
registration of the Company as they think fit and may exercise all such power of the
Company and do on behalf of the Company all such acts as may be exercised or done by
the Company in general meeting and are not barred by statue or by these Articles and are
required to be exercised or done by the Company in General Meeting, subject nevertheless
to any regulations of the Articles, to the provisions of the statue and to such regulations not
being inconsistent with aforesaid regulations or provisions as may be prescribed by the
Company in general meeting but no regulation made by the Company general meeting
shall invalidate any prior act of the Directors which would have been valid if such
regulations had not been made.
37. The Board of Directors may form time to time, pay to the members such interim dividends
as appear to be justified from the profits of the Company.
BORROWING POWERS
38. Subject to section 58-A and 292 of the Companies Act. 1956, and Regulations made
thereunder and Directions issued by the RBI the directors may, from time to time, raise or
borrow any sums of money for and on behalf of the Company from the member or other
persons, companies or banks or they may themselves advance money to the company on
such interest as may be approved by the Directors.
39. The Directors may, from time to time, secure the payment of such money in such manner
and upon such terms and conditions in all respects as they deem fit and in particular by the
issue of bonds or debentures or by pledge, mortgage, charge or any other security on all or
any properties of the Company (both present and future) including its uncalled capital for
the time being.
40. Any debenture, bonds, or other securities may be issued at discount, premium or otherwise
and with special privileges as to redemption, surrender, drawing and allotment of shares of
the Company and otherwise.
OPERATION OF BANK ACCOUNTS
41. The Directors shall have the power to open bank accounts to sign cheques on behalf of the
Company and to operate all banking accounts of the Company and to receive payments,
make endorsements, draw and accept negotiable instruments, haudies and bills or may
authorise any other person or persons to exercise such powers.
ACCOUNTS
42. (a) The Board shall, from time to time, determine whether and to what extent and at
what, times and places and under what conditions or regulation the accounts and
books of the Company or any of them shall be open to the inspection of members
(not being Director).
(b) No members (not being Director) shall have any right of inspecting any accounts or
books of account of the Company except as conferred by law or authorised by the
Board or by the Company in General Meeting.
43. The Directors shall in all respect comply with the provisions of Section 209, 209A,
210,211,215,216,217,218, 220, 221 and 222 of the Act, and profits and Loss Account,
Balance Sheet and Auditors Report and every other document required by law to be
annexed or
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attached as the case may be, to the Balance Sheet, to be sent to every member and
debenture holder of the Company and every trustee for the holders of the debentures
issued by the Company at least twenty one days before the date of Annual general meeting
of the Company at which they are to be laid, subject to the provisions of section 219 of the
Act.
AUDIT
44. (a) The first Auditor of the Company shall be appointed by the Board of Directors within
one month from the date of registration of the Company and the Auditors so
appointed shall hold office until the conclusion of the first Annual General Meeting.
(b) At each annual General Meeting the Company shall appoint an Auditor to hold Office
from the conclusion of the Meeting till the conclusion of the next Annual General
Meeting.
(c) The remuneration of the Auditor shall be fixed by the Company in the Annual General
Meeting or in such manner as the Company in the Annual General Meeting may
determine. In case of an Auditor appointed by the Board his remuneration shall be
fixed by the Board.
COMMON SEAL
45. (a) The Common Seal of the Company may be made either of metal or of rubber as the
directors may decide.
(b) The Board shall provide for the safe custody of the Company’s Common Seal.
(c) The Seal shall not be affixed to any instrument except by the authority of a resolution
of the Board or of a Committee of the Board authorised by it in that behalf and except
in the presence of atleast one director who shall sigh every instruments to which the
seal of the Company if so affixed. The share certificate will, however, be signed and
Sealed in accordance with Rule 6 of the Companies (Issue of Share Certificates)
Rules, 1960.
SECRECY
46. Subject to the provisions of law of land and the act, every manager, auditor trustee,
member of a committee, officer servant, agent accountant or other persons employed in the
business of the company shall, if so required by the Board of Directors before entering
upon his duties, sign, declaration, pledging himself to observe strict secrecy respecting all
transactions of the Company with its customers and the state of account with individuals
and in matters relating thereto and shall by such declaration pledge himself, not to reveal
any of the matters which may come to his knowledge in the discharge of his duties except
when required to do so by the directors or by any court of law and except so far as may be
necessary in order to comply with any of the provisions in these presents.
WINDING UP
47. Winding up when necessary will be done in accordance with the requirements of the
Companies Act, 1956 or statutory modification thereto.
INDEMNITY
48. Subject to the provisions of Section 201 of the Act, every Director, Manager, Auditor,
Secretary and other officers or servants of the Company shall be indemnified, out of the
assets of the Company against any bonafide liability incurred by him in defending any
bonafide proceedings, whether civil or criminal, in which judgement is given in his favour or
in which he is acquired or in connection with any application under section 633 of the Act,
in which relief is granted to him by the Court.
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