KOHINOOR SILICA MINE PRIVATE LIMITED

To enter into arrangements, with any government or authorities central, state municipal, local or otherwise, that may seem conductive to the company’s objects or any of them and, tod obtain from any such government or state or authorities and right, privileges and concessions which the company may think it desirable to obtain in connection with its business and to carry our and dispose of or otherwise turn to account, any such rights privilege and concessions.
Subject to the provisions of section 391 to 394 of the companies Act, 1956 to enter into partnership, or into any arrangements, profits, amalgamations, union of interest, co-operation, joint venture, reciprocal bconcesstions or otherwise with any persons or company or company carrying on, engaged in or about ot carry on or engage in, any business or transactiojn which this company is aultorised to carry on, engage in,or to amalgamate with any other company having objects altogether or in part similar to those of this company and to palce take or otherwise assist or subsidis any such person or company and to place take or otherwise acquire, to be interested in hold sell deal in and dispose, stocks, debentures and other securities of any such company.
To purchase or otherwise acquire, erect, maintain, reconstruct and adopt any buildings, office factories, workshop, mills, plant, machinery, accessories, motor cars vehicles and other things found necessary or convenient for the company by aiding to altering enlarging all or such Building, Machinery and Plant
To sell, enlarge, let on lease or on hire or otherwise dispose of or grant rights over the whole or any part of thereal, personal, movable and immovable property of the company on such term as the company shall determine.
To design, manufacture, assemble contract for buy, sell, let out on hire and generally deal in any plant machinery tools, goods or things of any description which in the opinion of the company amy be conveniently deals with company in connection with any of its objects.
To apply, for and take out, purchase or otherwise acquire, any design, trade marks patent rights or invention, copy right or secret processes which may be useful for company’s objects and to sell or otherwise dispose of any designs trade marks or to grant licenses to use the same and spend money in making experiments, tests, improvement of any invention, patent and right which the company may acquire or propose to acquire.
To open and account with any nationalize bank or bankers and to draw and endorses cheques and to withdraw moneys from such accounts.
To purchase, take on lease or otherwise acquire and mining rights, mines, mountain hills and lands in India or else where believed to contain metallic, or mineral, saline or chemical substances, diesel ghur, French chalk, china clay, bentonite and other clays, boryles, calcite and such other filler materials, earths or other ingredients including coal, light, rock phosphate, brimstone, brine, bauxite, rate earths which may seem suitable or useful or for any of the company’s objects and any interest there in and to explore, work, exercise, develop and turn to account the same.
To work mines or quarries, and to fund, win, get, crush, smelt, manufacture or otherwise deals with limestone, chalk, ores, metals, minerals, oil, precious and other stones, or deposits or products, and generally or to carry on the business of mining in all branches.
To acquire by concession, grant, purchase, barter, lease, license or otherwise any tracts on land or water in India or elsewhere together with such rights, as any be agreed upon and granted by government or the rules or owners there of and to expend such sums of moneys as may be deemed requisite and advisable in exploration, survey and development there of and to search for and to purchase of otherwise acquire from any government, state or authority, any licence , concession, grants, degrees, rights power and privileges whatsoever, which may seem to the company capable of being turned to account , and to work, develop, carryout, exercise and turn to account the same.
To carry on all or any of business as manufacturers and sellers of , and dealers and workers in cements of all kinds, lime, platers, whiting clary, gravel, sand, minerals, earth, stone and all builder’s requisites made out of cement and cement products and conceitences of all kind . To run and establish for employee and customers of the company guest house, resort, recreation center, hotel and motel for the development and sooth running of the business of the company.
To enter into contract, arrangements with any government or authorities(supreme) which may seem conducive to the company’s object or any of them and obtain from any such contracts, agreements, rights, privileges and concession.
To take over a going concern or purchase or otherwise acquire all or any part of business, properties and liabilities of any company, association of persons, society, partnership of person for all or any parts for the purpose within the objects, of the company and to conduct and carry on or liquidate and wind up such business, subjects to compliance of transfer of properties Act.
To acquire by subscription purchase or otherwise and to accept and take, hold and sell share in any companies, society or undertaking the objects of which shall either in whole or in parts he similar to this company.
To expand any of the money of the company exhibiting or otherwise advertising or making knows the business and products of the company and to make arrangement for the payments in cash or shares to profits or otherwise any kperson or company advertising or making knows such business.
To expand any of the money of the company exhibiting or otherwise advertising or making knows the business and products of the company and to make arrangement for the payments in cash or shares to profits or otherwise any person or company advertising or making knows such business.
To provide for the welfare of Directors, Ex-directors of persons in the employment of the company or its predecessors in business and wives widows and families of such persons, grants or money, pensions or other payments and by providing or subscribing, toward places of medicals and other attendance as the company shall think fit, to form, subscribe to or otherwise any benevolent, religious, scientific, national or other institution or object which shall have any moral or other claim to support aid by the company by reason of the nature or the locality of its operations or otherwise, subject to Section 293 of the Act.
To sell, dispose of or transfer the business, property and undertaking of the company or any part therefore any consideration which the company may deem fit to accept.
To accept shares in or the debentures, mortgages debentures or other securities of any other company in payment or part payment for any service rendered or for any sale made to or dept owing from such company.
Subject to the provisions of Section 205 of the company act to distribute in spice or otherwise as may resolved any assets of the company among its members and particularly the share, debenture or securities of other company formed to take over the whole or any part of the assets or liabilities of this company ion the event of winding up.
To employ, remove or suspend or enter into agreement with such technical experts, officers, managers, secretaries, assistants and other as may be deemed expedient and to remunerate them in any manner desirable for services rendered or to be rendered to the company.
To enter into and carry into effect any arrangement for joint working or for sharing of person s or any with any other company, association of persons or any partnership or person carrying on business within the objects or this company however subject to Section 391 to 394 of the Act.
To establish, promote and otherwise assists any company or companies, partnership, associations of persons, societies, for the purpose of acquiring any of the property or further any of the objects of all company.
To buy, sell, manufacture, refine, process, export, import, deals and deals both wholesale and retail in commodities substance apparatus, articles and things of all kinds capable of being used or which can be conveniently dealt in by the company in connection with any of its objects and carry on any trade or business which may seem to the company capable of the company’s objects or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property or right or which may be subsidiary or auxiliary to any of the company’s objects.
To undertake and execute any trust the undertaking or which may seem to the company desirable either gratuitously otherwise.
To pay all any costs charges and expenses whatsoever, preliminary incidental or relating to the promotion, formation, registration or establishment of this or any other company.
From time to time to subscribe or contribute to any charitable, benevolent or useful objects of a public character, the support of which will in the opinion or the company tend to increase its repute or popularity among its employees, its customers or the public unless otherwise prohibited under law.
To enter into partnership with any other company, association of persons, society partnership to person to carry on any of the activities which the company can carry on jointly and individually.
To do all or any of the above things in any part of the world and either as principles agents, trustees, contractors of otherwise and either alone or in conjunction with others and either by or through agents, sub-contractors, trustees or otherwise and to do all such things as are incidental or conducive to the above mentioned objects or any of them.
To register, apply for, obtain, purchase or otherwise collaborate, acquire, protect, prolong and renew any patent right brevets, inventions processes, trade, secrets, scientific or techanical or other assistance, manufacturing process, know-how and other information, designs, patterns, copyright. Trademarks, licences, concessions and the like right or thr benefits or right of use there of which may seem capable of being used for or in connection with any of the purpose of the company of the acquisition or use of which may seem calculated of any fee, royality or other consideration and to use, exercise or develop the same and manufacture under or grant licences in respect there of sell otherwise deed the same and improve, manage develop, grant right or privileges in respect of or otherwise deal with all or any part of the property and rights of the company.
To distribute amongst the members of the company dividends including bonus shares (including fractions share certificates) of profits, accumulated profit s or funds and resource of the company in any manner permissible under law. 33. To apply for, promote and obtain any Act of parliament chapter, privileges concession, license or authorization of any state government or municipality provisional order or license of any authority for enable the company to carry any of its objects into effectors for extending any of the power of the company or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice interest of the company.
To undertake research work and expend more in experiments and test and in improving seeding to improve and giving publicity to and placing upon the market products which the company may propose to manufacture or distribute or any patents, inventions process, information or rights which the company may acquire or lease or propose to acquire.
To enter into arrangements for rendering and obtaining technical services and or technical collaboration with individuals, firm or body corporate, whether in or outside India.
To guarantee the payment of moneys unsecured or secured by or in respect of promissory notes bonds, debentures stock, contract, mortgages, changes, obligation instruments and securities of any company authority supreme municipal local or otherwise or of any person whatsoever whether corporate or incorporated and generally or guarantee or become surely not amounting to banking business as defined under the banking regulation Act, 1949.
To establish and support or aid in the establishment and support of association, institution, funds, trusts and of the company or its predecessors in business or the dependents or connections of such persons and to grant them pensions and alliances and to make payments towards insurance for their benefit.
To aid pecuniary or otherwise any association body or movement having for an objects the solution settlement, or surmounting of industrial or labour problem or troubles or promotion of industry or trade not to act as trade union.

(C) Other object for which the company is established are:

To establish, purchases, sell take on hire or otherwise acquire work and run any textile mills, sugar mills, can crushing unit, handloom, power loom, cotton factory, wool, jute, hemp, or other fiber presses, spinning, mills, weaving mills, and to establish, purchases, acquire, sell take on hire otherwise the ancillaries to above all industry as may deemed necessary for the company to undertake.
To act as stockiest, commission agents, manufacturers, representative or agents selling and purchasing agents, indenting agents, distributors, brokers, trustees and attorney.
To carry on in India and or elsewhere either directly or with the association of other companies, firms, individuals the business of iron and steel foundries and manufactures ,mechanicals, electrical and general engineers and contractors tool makers, brass founders metals workers, manufacturers of steel casting, boiler makers, oil refineries, mailights, builders, painters, metallurgist, gas and electrical manufacturers and engineers plate-makers, wire-drawers, tube-factors, galvanizers, jeanery, annelids, enamellers and electroplaters and to buy sell, import-export, manufacture, repair, convert, let on hire and deal in machinery, rolling stock, implements, tools, utensils and materials and conveniences of all kinds and generally to carry on the said business in all their branches or any business or other works or manufacturers which may seem to the company capable of being carried on in connection with the above or calculate directly or indirectly to enhance the value of or render profitable any of the property or rights of the company.
To carry on business or producers, exhibitors, exploits, importers and exporters and distributors of cinematographic films, and pictures of every and to purchase, acquire take on lease or in exchange, hire construct, repair adopt, overhaul, conduct, manage control and superintend in whole or in part any studio, theaters, place of amusements or entertainments music all cinemas pictures place and concert hall, solely or in partnership, periodically or permanently for producing, improving testing presenting renting, leasing, musical or other pieces, dances, halest shows, exhibitions, variety and other performances and entertainment materials, commodities, talking and silent pictures.
To carry on the business of manufactures and producer of and dealers in vegetables, animals, materials and kind of oil and spontaneous substances and all kind of ingredient and similar products capable of being produced as commodities for human or animal use or consumption fats manures, dip, sprays, script, disinfectants, vermifuge, fungicides, insecticides, pesticides and remedies of all kind for household, industrial, agriculture, fruit growing, farming, or other purpose or as remedies for human or animals and whether produced of vegetable or animals matter or by any chemical or other process.
To carry on the business of manufactures, exporters and importers and delears in food stuffs and food –products of every descriptions, whether for human, animal or poultry consumption or otherwise, including corn, flour, grain, seeds, hay, straw, biscuit, groceries, fish, meat, source splices, pickles, james or product manufactured, prepared or acquired, from must cereals, nut-butter, margarine, cheese, cream, and of products therefore, ingredient for aerated or mineral waters and otherdinds, beverages,cordials, liquiors soups, broths and other restoratives and foods and vitaminised confectionary and to maufacture and prepared articles plroducedor resulting there for and to carry on the work of experimenting in promoting and encouraging the manufacture, milling refining and production used and perfecting of the articles or products aforesaid and of articles entering or forming plart of the composition of the same and all other types and varieties of garments, leather goods and other articles used for human beings for the benefits of the company.
To carry on the business in hotels, guest house, dak bungalow, restaurants, Bars, Caffes, Cavern Confectionary, refreshment Room or other establishments for boarding and dining and deal as manufacturers, importer in the materials required by the hotel industry.
To carry on and undertake business transaction or operation commonly undertaken or carried on by fancier, promoters or companies underwriters merchants and agents.
Subject to laws of the land, to manufacture, sell, distribute act as selling agents or otherwise deal in aerated and artificial waters fruit ju8ice, soft drinks, wine and liquors, processed foods and act as tobacconists.
To carry on the business of the manufacturers and producers of and dealers in cosmetics perfumes and essences, lotions, extracts, greases, salves, ointments, powders, toilets requisites and preparations, cleaning compounds, starch, soda water, softener and kind of laundry and washing materials, dyes, dye wares, essences, salts, plaster of Paris, gypsum, essential oil gasses, compounds, fertilizers, chemicals, fine chemicals, acids, alkali’s, gums pasters organic or mineral intermediates, glycerin soaps, flavorings and products and supplies in any manner used in or incidental to the same or any of them.
To carry on the business of transporter of goods and passengers on road, river, sea and air either with its own or to take on hire or lease or otherwise acquire lorries, buses, oil tankers, taxies, cars, ships, aircraft, and the like and to run the same on hire and manage transport services.
To own, establish, take on hire or lease n otherwise acquire petrol pumps, workshops and service station to deal with petrol pump, high speed diesel, kerosene and every kind of other lubricant and to buy, sell, supply or otherwise deals in all kinds and varieties of transport vehicles, spares and accessories therefore and other articles requires for maintaining and running of transport vehicles.
To carry on business and to deal, establish, collaborate, start and run institutions, schools, college, coaching center, workshop of its own collaboration to import teaching and traning of such fields dealing in engineering, technology administration, medical management, marine, aeronautical, military and defence services, automobiles, computers, T.V, VCR, and VCP technology and where within the country or abroad.
To establish and maintain dairy, cattle and poultry farms, agricultural farms, piggeries, fruit and vegetable gardens, grazing grounds, fishery, pigeon and dove cotter, rabbit warrens, beehives, forest preserves, vegetable canning and all kinds of preservatives for manures, chemicals and to manufacture, export/import carpet, makhna and its products and such other things as may be deemed necessary or expedient for the company to undertake.
To establish, purchases, sell take on hire or otherwise acquire work and run any textile mills, sugar mill, cane crushing unit, handloom, power loom, cotton factory, wool, jute, help or other fiber presses, spinning mills, weaving mills and to establish, purchase, acquire, sell take on hire or otherwise the ancillaries to above all industries as may be deemed necessary for the company to undertake.
To carry on and run the medical nursing Home and to extend the Medical, Surgical Maternity, Gynecological. Analytical, Allergic and orthopedic treatments and facilities to patients. To maintain laboratories. Laboratory equipments, apparatus , physiotherapy clinic and equipments, Hospitals, wards, suits, rooms, beds, blood banks, X-rays room, recovery rooms, experiments rooms operation theatres, labour rooms, pathological laboratory, dispensary, clinic, research rooms and all other type of clinical for the purpose of carrying on exclusive or intensive clinical investigations and medical treatment of medical, diseases, maternity venereal diseases, eye and ENT, child health, obese and gynecological treatments and surgical cases, specialized anti-allergic treatments, acupuncture preventive and curative treatments, cardiac care and all other types of medical treatment.
To carry on business of establishing advertising agencies, publisher and publication of ideas, views and news, magazines or other types of communication center, media center either independently or through government, semi-government and non-government agency.
To carry on business of chemists, druggists, importers, exporter, manufacturers and dealers in pharmaceutical, synthetic consumer products, cosmetic products including soaps and detergents, beauty aids, oils, chemical foods products and provision veterinary And surgical, equipments and other preparation and articles, compounds and drugs of allopathic, unani, ayurvedic herbal and homeopathic medicine, fats, spray vermiform, fungicides, insecticide, pesticides and biological products and preparation including spitting medicine catalyst paints, dyes, dyes intermediaries polymers, silicones, resins, solvent, acid, alkali salts, chemical and film plates, xanthets and other floating chemicals.
To carry on the business of civil, mechanical, engineers, contractors, architects, consultants values, assessors, builders, and contractors of building, shades, factories and other construction and also acts such technical advisors of building, shares, factories and other construction and also to act such technical advisors, in the several branches of engineering profession and to act as government and private and public works contractor.
To carry on the business of the tourist agents contractor and facilities traveling and to provide for tourists and travelers and promote the provision of conveniences of all kinds in the way through tickets, circular tickets, sleeping cars, birth reserved and lodging accommodation, guides, sage 4 deposits inquiries bureaus libraries laboratories, reading room baggage transport and otherwise.
To carry on business of building contractors, consulting architectural and design engineers, fabrication engineers, construction of buildings and residential house and to purchase or otherwise acquire rural and urban lands and theorem lay road lines, drainages, water supply, external and internal electrifications and demarcate the same in suitable size plot, for construction of residential and commercial building and to do all such things as may be advantageous for the development for housing colonies on such plots.
To carry on the business of the manufacturers, distributors, dealers, and to act as consignment agent or as a principal agents or of whole seller or retainers of asbestos sheets either of cement products or other products of materials of building or to be used in building materials , such as concrete, cement, lime, clay, gravel and sand minerals, earth, coke, fuel, chine, terra-cotta and of ceramics and chemicals or products thereof to be used in building material or otherwise to use as a contractors, builders, architects, artificial stones, mosaic of any kind and descriptions and also cement products of any kind and description whatsoever such as pipers, slabs, poles, sheets, blocks, tiles, garden ware, plaster of Paris, lime, pipes and otherwise and article and things and preparation connected therewith to take on lease or otherwise acquire, erect, construct, establish, work, operate and maintain factories, construct, establish, work, operate and maintain factories, quarries, mines and workshops for the benefits of the company.

( IV ) The Liability of the members is Limited.
( V ) The Authorized Share Capital of the Company is Rs.10,00,000/-(Rupees ten laces) divided into 10,000(Ten thousand) equity shares of Rs.100(Rupees hundred) each with power to increase or reduce the capital of the company and to divide the share for the time being into several classes.

CAPITAL
4.The Auithorised Share Capital of the ompany is Rs. 10,00,000/- (Rupess twenty five lakcs.): divided into 1,00,000(One Lacs) equity shares of Rs.a0/- each with poer to divided, sulb-divide, consolidate, modify, reduce and with power, from time to time, to issue any share of the original capital or any new capital with the subject to such rights, privileges or conditions as may be through fit and upon sub-division of a share apportion right to the participate in profits in any manner as between the shares resulting from the sub-division.
5.Subject to the provision of the Companies Act, 1956 and to the days articles the shall be under the control of the board of director who may allot or otherwise dispose off the same to such person on such terms as the board of director thin fit an give any person any share either rate per or at 5 a premium as per for such consideration as the board of directors think fit.
6.Subject to the provisions of the Act and days articles, the directors may a lot and issue shares in the capital of the Company as oayment or part payment for any propertyamd ass ets of any kind wathoever should or transferred, goods or machinery supplied or for services rendered to Company either in for about the formationor promotion of the Company or the conduct of the bussines or any shares so allotted may be ass fully paid of partically paid of other wise than in case and if so issued, shall be deemed to be fully paid of or partly paid of shares as aforesaid.
7.The shares in the capital of the company shall be numbered progressively according to their several benominations, and except in the manner herinafter meantioned on shares shall be sub-divided.
8.And application signed by or on be half of an applicant for shares in the Company followed by an allotment of any share there in, shall be alcceptance of the share within the meaning of these articles, and every person who thus or other wise accepts any shares and whose name in on the register shall for the purpose of these articles be member.
9.If two or more persons are gegiistered as joined folder a\of any share, any on of sukoh persons may give affectual receipt for any dividens bonous or other money payable in resepect of such share.
10.The certificate of share registered in the name of two or more persons shall be delivered of the persons first name on the register in respect their of umless such joints holder other wise direct in the writing.
11.Except as require by law, no person shall be recognized by the Company as holding as share upon any trust and the Company shall not be bound by, or be complled in any way m, to recginise (even when having notice their of) any equitable contingent, future or partial interest in any share or in any interest fractional part of a share or (except only as by days articles or as ordered by a court of component guriesdiction or by law other wise provided), any other writes in respects of any share except and absolute write to the entirely there in the registered forlder.

12.Except to the extend a lot by the Act, none of the fonts of the cojmpany shall be empoyed directly or indirectly in the purchase of or land on the security shared in the company and the company shall not five any financial assistance for the purpose of or in connection with any purchase of shares in the company.

13.The company shall have a first and paramount alin on all the shares registered in name of each member.
14.No. share holder shall mortgage or create in any alin or charge hypothecate the shares held by him without the concent of the board of Directors.
15.The director shall not recognized any lin on any of the shares of the company which has been created without their permission.

CALLS ON SHARES, TRANSFER AND TRANSMISSIONS
16.The Board of Directors my from time to time a resolutions passed at meaning of the board subject to the conditions herefitter mentioned, make such calls as they think fit of on members in respects of all moneys on paid on the share held by them respectively (wheterh on account of the nominial value of the shares of by way of premium) and not by the condition of allotment their of made payble at fixed time, amd each member shall pay the amount of every so mad on him to the company or where payable to person other than the company to the person and at the time or times appointed by the directors. A call may be made payable be instalaments. Joined Holders of share shall be jointly and severaly liable to pay all calls in respect their of.
17.Where any calls for shares capital are made on shares such call shall be made on a uniform basis on all shares falling under the same class. For the purpose of these articles, shares of the same nominal value on which different amount have been paid of shall not be deemed to fall under the same class.
18.At least Fifteen days notice of every call other wise than allotment shall be given skpecifying the time of payment and I & f payable to any person other than Cjompanoy the name of the person to whom the calls shall be payed, provided that before the time of payment such call the directors may by notice in writing to the members revoke the same.
19.A call shall be deemed to have been made at the time when the resolution of the Board authorizing such call was passed and may be payable by the .members whose names appear on the Register of members on such date of the discretion of the Board on such subsequent date as shall be by the Board

20.The Board may from time to time as their discretion extend the time fixed for the payment of any cell, and may extend uch times as to all or any of the members whom for residence at a distance or other cause, the board any deem entitld to such extension, but no member shall be entitled to such extension as matter of grace and favour.
21.If by terms issues of any share or other wise any amount is made payable at fixed time or by instalments at fixed times ( whether on account of the amount of the shares or by way of premium) every such amount or instalmets accordingly.
22.If the sum payable in respect of any cell or instalments be not paid on or before the day appointment there of any extension there of as aforesaid, the holder for the time being or allotee of the shares, in respect of which a call shall instalment shall be due, shall pay interest on the same at such rate as the Board shall fix form the date appointed for the payment there of to the time of actual payment. But the Board may in their absolute direction waive payment of such interest why or in part.
23.The Board may, if thinks fit, receive form any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him and may (until the same would, but for such advance, become presently payable) play interst at suchrate as may be fixed by the Company in a general meeting.
24.A share may be tranferred into wies either consideration either in cash or in kind or otherwise by a share holder or any person entitled to transfer the same to any other share holder selected by the transfer or to his wife or any of his hers or lineal ascendants or descendants of any share holder. No. share holder will be entitled to transfer his shares or any portion there of to any person other than those mentioned above.
25.Subject to the restrictions laid down in theses articles, the shares of the Company shall be transferred by the holders of shares only with the consent of the Board in writing. The Board, on being informed by member by a letter intimating his desire to sell a part or whole of his holding, shall circulate copies of such letter among the share holders of the Company asking them to offer to purchase the shares at their fair value. In case none of the shareholders of the Company are prepared to purchase the same, the shares may be transferred to a person who is not a member, selected by the transferor and approed by the Board as one whom it is desirable in the interest of the Company to admit to membership.
26.In case any difference arises between the proposing transferor and the purchasing member as to the far value of a as the cae may be, hall on the application of either party certify in writing the same which in their option is the fair value and such sum shall be deemed to be the fair value and in so certiiying the Auditors or the Board of Directors shall be considered as experts and not as rbitrators and accordingly the Indian Arabitration Act, 1940 shall not apply.

27.Subject to the provision of Section 111 of the Companies Act, 1956 the Board of Directors may refuse to register any transfer of share :
         (a)   Where the Company has a lienon the share, and
         (b) The Directors may also without assigning any reason therefore, by a           resolution refuse registration of any transfer of shares to a person of whom they do not approve; if the directors refuse to register the transfer of a share, they shall within two months of the date at which the application for transfer was lodged with the company, give the transfer was lodged with the company, give the transfer and the transfer notice of the Refusal.
    28. The executors or administrators or the holders of a succession Certificate issued in respect of the shares of a deceased member issued in respect of the share of a deceased member and not being one of several join holders, shall be the only person whom the company shall recognized as having any little to the share registered in the name of such members in case of the dealth of any on or more of the joint holders of any registered shares, the survivor or survivors shall be the only person on persons recognized by company a having any little or interest in such shares but nothing here in contained shall be taken to release the estate of a decrease joint holder from any liability on shares by him jointly with any other persons.
(a)    Provided neveretheless that in any case where the Directors in their absolute discreation, think fit, it shall be lawful for the Directors to dispense with the production of plrobate or letter of administration or duccession Certificate or such other legal representation upon such terms, if any, as to Certificate or such other legal representation upon such terms, if any, as to idemmnfy or other wise as the Directors may consider necessary or desirable.
(b)       Provided that the holder of Succession Certificate shall not be entitled to receive any dividends already declared but not paid to the deceased mem,ber unless the Succesion Certificate declears that the holder there of its entitled to rceive such dividends.
(c)       Provided also that not with standing what in thes Articles, where the deceased is a member of a Mistakeshare Hindu Join Family, the director may dipense with the production of probhate or ltters of Administration and rcognise such of the survivors as they consider proper as being entitled to shares rgistered in the name of the deceased member.

29. The company in General Meeting make and from time to time varry a to the mode in which any share specified in any transfer notice shall be offered to the member and as to their right in regard to the purchase there of and in particular my give member a preferential right to purchase the same unless other wise every such share shall be offered to member in such order as many determinised by lots drawn regard there to and the lots shall be draw in such manner as the Directors think fit

30. If any director voluntarily retires or resigns form his office or becomes in capable of acting and continuing to be a member of the company , the shares helld by him shall excepts permitted by the board, the shares held by him shall except as permited by the board be soled to any one or more exiting share holders of the company
31. If any director voluntarily retires or resigns shall be issued under the shel of the company affixed in the presence of and signed by two directors or persons acting on behalf of the Directors under a duly registered power of attorney. The Director may sign a share certificate by affixing his signature there on by means of any machine, quipment or other mechanical means such as engraving in metal or lithography provided always that not with standing anything contained in this Article, the certificate of title to shares may be issued and excuted in accordance with such other provisions of the Act or the rule made there under, as may be in force for the time be shares ing and form time to time.
32. Every member shall be entitled without payment to one certificate for all the shares of each class or denomination registered in his name or if the Diretors without payment of fees as the Directors may from time to time determine so several certificates ech for hich it is issued and th amount paid there on shall be in such form as the Directors shall Prescribe or approve.
FOREFEITURE OF SHARE
33. Forfeiture of a share shall onclude dividends declared in respect of the for feited shares not actually paid before for feature.
34. The liabiltu of a persons whose shares have been forfeited shall continue not with standing that the Company may have received payment in full of the nominal amounts of the nominal amounts of the shares unless the Directors in their decretion decide otherwise.
INCREASE REDRCTION AND ALTERRATION IN CAPITAL
35. The company may form time to time by a special resolution passed in General Meeting increase its share capital by the creation and issue of a new share of such amount as it thinks espedient. Subject to the provision of the Act and these Articles, the new share shall be issued upon such terms and condition and with such region and privileges annexed there to as by the General meeting creating the same shall be directed and if the
Directed and if the direction be given, as the Directors shall determine. Such shares may be issued with a preferential or qualified right to dividends, and with a right of voting at General Meeting of the Company in conformity with the Company has been increased under the provisions of this Articles, the Directors hall comply with the provisions of Section 97 of the Act.
36. Subject to the provisions of section BI and other applicavle provision, if any, of the act, where it is proposed to the increase the subscribed capital of the company by the issue of new shares, subject any directions to the contraly which may be given by the Companies in genral meting and subject anly to those directions.
(a) Such new shares shall be offred to the persons who at the date of the offer are holders of the equity shares of the company,m in proporation, as nearly as circusmstance admit. To the capital paid up on these shares at the date.
(b) The officer sforesaid shall be made by notice specifying the number of shares offred and limiting a time not being less than feeften days from the date of the offer within the offer, if not accepted , will be deemed to have been decline.
(c) The offer aforesaid shall be deemed to include a right exercisable by the person convcerned to renounce the shares offred to him or any of them in favour of any such shares may be renounced shall be such as the Directors may in their absolute direction approved of, and in case the Directors may not so approve of any such person, the renunciation of any shares in his favour shall not take effect;
(d) After the expiry of the time splecified in the notice aforesaid, on receipt of earlier intimation from the 4 person to who such notice is given that the declines to accept the shares offered, the Board of Directors may dilspose of them in such manner as they think most benefecial to the company.
38. Except so far as otherwise provided by the conditions of issue or by these presents any earlier raised by the creation of new shares shall be considered part of the original equity capital and shall be subject to the provisions here in contained with reference to the payment of feature, lien, surrender, voting and otherwise.
39. The company may (subject to the provisions of Sections 78,80,1000 ti 105 of the Act) form time to time by Special Resolution reduce its share capital or any Capital redemption Reserve Account or share premium Account in any way authorized by law
And in particular may pay off any paid up share capital upon the footing hat it may be called up again or otherwise and may if so far as is necessary, after its Memorandum by reducing the amount of its share capital and of its share accordingly.

GENERAL MEETING
39. All general meeting other than the Annual General meeting shall be called Extraordinary General Meetings.
40. The Board may, whenever, it thinks fit, call extraordinary general meeting.
41. If any time there are not within India Directors capable of acting who are sufficient in number to form a quorum, any Director or any five members of the Company may call an extra-ordinary general meeting in the same manner, as nearly possible as that in which a Meeting may be called by the Board.
42. The first Annual General meeting of the Company shall be held within 18 months form the date of its incorporation and subsequent annual general meeting shall be held within six months of the expiry of each financial year not been more than fifteen months after the holding of the last Annual General meeting and at such time and place as may fixedd by the Directors provided that the company may with the sanction of the Registrar of the companies, extend the date of its holding the Annual General Meeting (not betices calling the meeting) by a period not exceeding three months.
43. Every annual General meeting shall be called for a time during business hours on a dya that is not a punlic holisau amd shall be held either at Registered of the the Company or in the city, town or village where the Registered Office of the Company is situated and notice calling the meeting shall speciallu or as the 3 Annual General meeting).
PROCEEDING AT GENERAL MEETING
44. A general meeting shall be convemed on not less than twenty one days notice to the manners specifying the place, day and hour meeting with a statement of the business to be reansacted at the meeting. Providing that with the consent on writing of all the members entitled to receive notice some writing of all the members entitled to receive notice some particular meeting may be convenced by a shorter notice or without written notice and in any manner they may think fit.
45. Notice of an adjourned meeting shall not be requisite in any case provided that if all the members entuitled to attend and vote in any such meeting so agree in writing at a Meeting of which less than twenty one days notice they may think fit.
46. The accidential omission to give notice of any general meeting to or non-receipt
Of such notice by any of the members shall no invalidate the proceedins ay any such meeting.
47. The chairman, if any, iof the board shall preside as Chairman at every general meeting of the company.
48. If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting
Of the meeting.
49. If at any meeting no director is willing to act as chairman or if any Director is present within fifteen minutes after the time appointed for holding the meeting, the member present shall choose one of their member to be chairman of the Meeting
50. In conducting a meeting:
(a) The chairman mayua with the consent of any meeting at which a quoum is present, and shall, if so directed by the members, adjourn the meeting form time of time and form place.
(b) No business shall be transucated at any adjourned meeting other than the business left unfinished at the meeting form which the adjournment took place.
(c) When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting.
(d) Save as aaforesaid, it shall not be necessary to give any notice of an adjournment or fo the business to be transacted at an adjourned meeting.
51. In the case of any equality of votes, whetheron a show of hands or on a poll, the Chairman of the meeting at which the show of hads takes place, or at which a poll is demanded, shall be etitled to second or casting vote.
52. Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
53. No business shall be transucated at any general meeting uless quorum of members is present at the time when the meeting proceeds with the business. Five members present in persons shall form a quorum.
54. Subject to any rights of restrictions for the time being attached to any class or classes of shares:
(a) On a show of hands every member present in persons shall have one vote,
(b) On a poll the voting rights members of manners shall be follows:
(i) every member of the company and holding eqity share capital there in shall have a right to vote in respect of such capital on every resolution placed before the company and the vote may be given either personally or by proxy or any represenpatiove appointed under the provisions of act and,
(ii) his voting right on a poll shall be in proportion to he share of the paid of capital of the company
55. every member shall have a right to demand poll at any genral meting of the share holders of the company

DIRECTORS
56. The business of the company shall be managed by the directors who may pay all expenses incurred in stikking uip and registering and may exrcise all such powers of the company as are not restrict by the companies Act, 1956 or any statuory modifications for the time being inforce or by the thwese Articles required to the provisions of the tie and Act relations by the company in a General Company in general meetinmg shall invalidate any pror act of the Directors which would have been valid of that regulation had not been made.
57. Untilm otherwise determined by a General Meting the number of Directors shall not be less than three and not more than twelve.
58. The persons named below shall be first Directors of the Company ubject to the provisons of these
Articles of the company Act, 156
1. MANOJ KUIMAR TIWARY
2. MANOR KUIMAR
3. BINOD KUMAR TIWARY
59. A persons appointed as director either fill or shall be required to hold qualifications share of Rs. 5,000/- of the company for the time being and as the company may determine form ti me to time.
60. The directors (s) may b whole life Directors(s0 of the company subject to the confirmation by the company in a General meeting.
61. The direction shall receive out of the find of the company a sum not exceeding R. 500/- (Rupees five hundred only) as the Board may form time to time determine for every meeting attended by him. The Directors shall also be entitled to be paid traveling, hotel and other resonhable incurredin connection With their attendance at Board or nay Comitted there of or there wise in the execution of their as Directors.
62. If any Directors being willing shall be called upon to perform extra services for the purpose of the company the company shall remunerate such Director or Directors by fixed sum of percentage of profit or salary or both otherwise as may de determined by the Directors and may allow to such Director at the cost and expenses of the company such facilities or amentities ( e.g. rnt free house, free house, free funished house, free medical and free conveyance, PF,. Etc,. as the Board of Directors may determine form time to time and such remuneration provided above.
63. The Board may at shall have power at any time and time to time appoint any person as Additional Director but so that the total number shall at any time exceed the maximum number fixed. Such additional Director shall hold office until the next Annual Gneral Meting but shall be eligible for reelection subject to the provisions of the companies, 1956.
64. The Board may at any time appoint any qualified person as Director to fill casual vacancy or as an addition to their appointed shall retain his office until their next Annual General Meting where the election of the Directors takes place and shall then be eligible for reaction.
65. The Directors may, if they think desirable, allot delegate their work to a subcommittee appointed by them form time to time for specific business.
66. The office of a Director shall be vacated if any of the event mentioned in the Companies Act, 1956 take place and also if the removed form office by a special resolution of the Company.
67. If at any the company obtains any loans or any assistance in connection the with by way of guarantee or otherwise form any contact or arrangement with any Financial Institution subscribes for or otherwise underwrites the issue of the Company’s shares or debentures or debenture stock or providesany assistance to company in any manner whatso ever and it is a term of the relative loan, assistance or contact or arrangement that the inmstitution shall have the right to appoint or more Director or Diretors as the case may be, to be the Board of the Directors, and to remove from office any Director so appointed who resigns or otherwise vactes his office. Any such appointment or removal shall be made in liable to retire by rotation and shall continue in office far so long as the case may be subsits or as long as the Institution hold any share of the company in
terms there of.
68. The directors my meet together for the dispatch of business, adjourn or other wise regulate their meeting as they think fir, and determine the quoum necessary for the transaction of business and the place and the manner in which the meeting shall be called. Unless potherwise determined two directors or one third of total strength, which ever in higher , shall form a quoam subject to the provisions of the Act, questions arising at any meeting shall be decided by a majority of votes, In case of an equality of votes. The chairman shall have as second or casting vote.
69. A director may, on the request of the Secretary, ay any time common a meeting of Directors. A Director who is not in India shall not be called to a notice of a meeting iof the Directors.
70. The directors may form time to time lect a chairman who shall a meeting at the meeting of the Directors and determine the perion for which he is to hold office. But if such Chairman is elected or if at time the chairman not present within fifteen minutes after the appointed for holding the meeting in the directors present shall choose some one of the number to be chairman of such meeting.
71. A resolution in writing signed by the majority signed by the majority of the directors shall be a effective for all purpose as a resulation passed at a meeting of the Directors duly convenced held and constituted.
72. If a meeting of the board cannot of the meetings of the board of the directors and the comities of the board duly entered in a book or books provided for the purpose. The minutes shall contain a fiar and correct summery of the proceedings at the meeting including the following:
(a) The names of the Directors present at the meeting of the Board of Directors or of any Committee of the board.
(b) All orders mad by the board of directors and committee of the boiard and all appointments of the officers an committees of directors.
(c) All resolution and proceedings of meetings of the board of directors and the committee of the board.
(d) In the case of each resolution passed at a meeting of the board of directors or committee of the board, the names of the directors, if any, dissenting form or not concurring in the resolution.
74. Any minutes of any meeting of the board of Directors or of any Committee
The board if purpoting to be signed by chairman of such meetings or by the chairman of the next succeeding meeting shall be for all purpose what so ever prima facie evidence of the actual passing of the resolution recorded and the regularity of the meeting at which the same shall appear to have taken place.
GENERAL POWERS OF DIRECTORS
75. The Directors shall be entitled to exercise all such powers and to do all such acts and things as the company is authorized to exercise and do provided that the directors shall not exercise any power or do, act or think which is directed or required by the thing, provision of law by the Memorandum of Association of the company or by these articles, to be exercised or done by the company in a general meeting.
76. No regulation made by the company in a general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

.SPECIFIED POWERS OF DIRECTORS
77. Without prejudice to the generl powers, the directors hall have the following specific powers.
(a) To carry out the object and exercise the power contained in Clause III of the Memorandum of Association of the company.
(b) To hav the subject indcidence , control and director and over manager Manging, wholetime Directors and all other officers of the company.
(c) To carry on business on the vacation of office by the Managing Directors and all other officers of the company.
(d) To delegate, subject to the provisions of section 292 and 293 or any statutory modifications therefore by a resolution passed to any committee of directors Managing Directors or the Manager of the Comppany.
(i).Power to borrow money where the money to be borrowed togther with the many already borrowed by the company (apart from the temporary loans obtained from the Companys bankers in the ordinary course of business) will exceeed the aggregate of the paie-up capital of the Company and its free reservers, that is to say reservers not set for any specific purpose.
(ii).The power to invest the founds of the company.
(iii).The power to make loans.
(iv).Provided, however, that every resolution delegating the power in Clause 77 d.i. shall specify the total amount upto which moneys may be borrowed by the delegate; every solution delgating the power reffered to inclause 77. d.iii, shall specify the total amount upto which the funds may be invested and the nature of investment which may be made and every resolution delegating the power in clause 77 d.iii. shall specify the total amout upto which loans may be made thepurpose for which loans may be made and the maximum amount of loans which may be made for each such individual causes.
(v).Provided further that nothing in this regulation shall be deemed to effect the right odf the company on the exercise by the board of any of purpose in the powers specified above.
(vi).At day time to time by power of attorney to applint any person or persons to be the attorney of the company, for a such purposes and with such powers, authorites and directors not exceeding those vested in or excerible by the board of directors under the act of these articles and fro such period and subject to such conditions as the roard of directors may from time to time think fit and such appointment may (if the board of director think fit) be made in favour of the members or any company or firkm or otherwise of any faculting body of persons whether nominated directly or indirectly by the board of directors and any such power of attorney may contain such powers for the protection or convience of persons dealing with such Attorney as the board of directors may think fit and may contain powers enabling much delegates or Attourney as aforesaid to sub-delegate all or any of the powers, authorized and discreations for the time being vested in them.
(vii).To acquire by lease mortage purchase or exchange or otherwise any property rights or privilege which the company or authorized to acquire at such pricegenerally on such terms and conditions as the board may think fit and to sell , let, exchange or otherwise, dipose off absolutely or condiotionally any property, rights or privileges and undertaking of the company upon such terms and conditions and for uch conditions and for such consideration as they think fit.
(viii).To open any, ccount or accounts ith such Rank or Banks a the Board may select or appoint to operate such accounts to make, sign draw, accept, endorse or otherwise excete all cheques promissoru notice, drafts, handies, orders, bills of exchange, bills of exchange, bills of loading and other negotiable instruments to make and receipts release and other discharges for moneys to the company and for the claims and demand of the company to make contracts and to to execute deeds, provided dowever the provisions of Sections 46 47 and 48 of the Companies Act, 1956 or any statuory modifications there of shall be complied with.
(ix). To pay and charge the capital of the company any commission or interest lawfull payble thereout under the provision of section 76 and 208 of the Act.
(x).Subject to the provisions of the Act abnd these articles to pruchease or otherwise acquire for the company and property rights or privilsges which the company is authorized to acquire at or for sucvh priceor considerations and generally on such terms and conditions as they may think fit; and in anyn such purchase or other acquisition to accept such title as the directors may believe may be advise to be reasonably satisfactory.
(xi).Subejct to the provisiios of the Act, to puchase , or take on lease for any terms or terms of years , or otherwise acquire any factors or any lands with or owithout building and oput houses theron, situated in any part of India, ay such price or rent and undwer the subject to such terms and conditions as the directors may thin fit; and in any suchpurchase , lease or other aacquisitipn procceding to accept such title as the directors may believe or may be advisied to be reasonably satisfactory.
(xii) To erect and contruct on the said land or alnds, buildings, houses, washerhouse, and sheeds and to after , extend and improve the same or lot or lease the property of the company in aprt or in whole fporn such rent and suvject to such conditions as may be through advisible to sell such portions of the lands or building of the company as may not be required or the proportions of the property of the company tos ell all or any portion of the property or store belonging to the company.
(xiii). At their discretion and subject to the provisions of the act to pay for any property rights or privileges acquired by or services redered to the company either wholly or partially in cah in shres bond Debenture, mortges or other securities of the company, either wholly of partuially, in cash or in shares bonds, debnentures, mortages or other securities of the company, and any such shares may be issued either as fully paid or with such amount creditied as paid up theron as may be agree upon and any such bonds, dennentures, mortages or other securities may be either specifically charged upon all or any part of the property of the company and is uncalled capital or not so charged.
(xiv). To insure and deep insued against losss or dmages by fire otherwise for such period and to such extent as they may think proper all or any part of building, aachiney goods, store produce and other movable property of the company either separately or conointyl; also to insure all or any portion of the goods produce machinery and other articles impareted by the company and to seell, assign, surreded or discontinue any polices of assurance effected in pursuance of his power.
(xv). To secue the fulfillment of any contract, aggrements or egagments entered not by the company by mortage or charge of all or any of the ptroperty of the companyu and its uncleed capital of the time being or in such manner as they may think fit.
(xvi). To appoint any person or persons (whethter incorrupted or not0 to accept and hold in trust for the company any property belonging to the company, or in which interested or for any other purchase; and to exceuite and doeall such deeds and things as may be required in relation to any trust, and to provide for the remuneration of such trustee or trustee.
(xviii).To institute, conduct, defnd compound or abandon any legal proceedings by or gains the companyor its officers or otherwise concerning th affairs of the company aand also to compound and allow time for payment ot statisfaiction of any dents due, or of any claims time for demands by or against the companmy, and to refer any claimes or demads by or against the company or any difference teo arbitration and observe and perform any towards made ther on.
(xix).To act on behalf of the companyu in all matters relating to bank rupts and insolvents.
(xx).Subject to the provisions of the act nd these articles to invest and deal with any money of the company not immediately required for the purpose the of, upon such ecurity and in such manner they may think fit, and form time to time to vary or relies such investment provided tht save as permited byb section 49 of the Act, all investment shall b made and held in the company’s own name.
(xxi). To execute in the name on behalf of the companyu in favour of nd director or otherpersons who may incur or be about to incur any personal liability whenther aspricncipal of security for the benvit of the Company, such mortage of the Company’s property (present and future) as think fit; and any such mortage may contain a power of sale and such other power, provisions, conconvenats and agreement as shall be agreed upon.
(xxii).To determine for time to time who shall be entitled to sign on th company’s behalf bills, nots, receipts, acceptances, endoorsments, cheques dividends watrrants, release, contracts and documents and to give the necessary authority for such purpose.
(xxiii).To distribnute by way of bonus amongst the staff of the company a share of in the progfits of the company and top give to any officer or tighter persons employed by the company a commission non the profits of any particular business or transaction and to charge such bonus commission as part of the working expenses of the company.
(xxiv).Subject to the provisions of the Act, to give any officer or other person employed by the com pany an interesting any particular business or transaction by way of a share in the genral profits of the company . To provide for the walfare of director of Ex directors or employueees of the company of the predecccessor in business and the wives, window and families or the dependents or connections of such persons by building or contributing to the building of houses or dwelling , wuarters or by grants of money. Pensions, grauties alownsthe, bonouses profuit sharing bonouses ior benfits of any other payments or by creating and form time to time subscribing or contributing o provident and othe r assocuiations, institutions fund, profits sharing or other schemes or trusts and by providnuing or subscribing or contrivuting twowards places of instruction and reactions , hiouitals and dispensaries medical and other attendance and other assistances as the directors shall think fit.
(xxv).To appoint and at the htie directors remove or suspend such managersSecreties executives consultances devisor, officers assistants clerks agents and servants for payment , temporaryor special servants for permanent temporary or special services as they may from time to time think fit, and to determine their proves and duties and fiox their salaries emoluments or remneration and to require security in such instances and such amounts as they may think fit.
(xxvi).Subject to the provisions of the Act and those articles for or in relation to any of the matters aforesaid or otherwise for the purchease of the company to enter into all such negitaiations and contract and resind an very all such contracts and excute and do all such actrs, deeds and things in the same ans on behalf of the any of the matters aforesaid of otherwise for the purpose of the company.
(xxvii).From time to time make, very and repeat bye-;laws for the regulations of the business of the company its officers and servants.
(xxviii).To establish maintain support contribute and subscribe to any charitable national or public object and any institution society or club which may or may not be for the benefit of the company or its employees carries on business.
(xxix).To set aside portions of the profits of the company to form a fund or funds before recommending any dividends for the objects mentioned above.
(xxx)To exercise the powers conferred by Section 50 of the act or any statuory modifications therefore with regard to leaving on objects mentioned above.
(xxxi).To ecercise the power conferred on the company by section 157 and 158 of the Act or any statuory modifications therefore with regard to the keeping of foreign registers.
(xxxii).To exercise other powers referred to under these regulations not specefiallcaly mentioned in this regulation but referred to in other regulations in these Articles.

78.Subject to the provisions of Section 297 and 299 of the companies Act, 1956 no Director or his relative or a firm of which he or his relative is a partner of any other partner in such a firm or private company of not shall any such contract on artrangement entered into for an behalf of the company with any Company or partenership in which any Director shall be a member or he or his relative is otherwise interested be avoid not shall any Director so contracting or being such member or he or his relative being so interested being so interested be liable to account to the company for profit realized by such contract or arrangement by reason only such Director or relative holding that office or of the fiduciary relation there by establish but the nature of their or his interest must be disclosed by him or them at the meeting of directors after the acquisition of interest.
79.To pay the costs charges and expenses preliminary and incidental to the promotion, formation establistment and registration of the company and shall also pay to the promotes all costs and charges they may have incurred in acquiring properties, machinieries or other right which the company may take over from them.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
80.The office of a director shall be vacated n accoradance with the provisions contained is Section 283 of the Act.
81.Subject to the provision of any agreement for the time being in force, the company may by an ordinary resolution remove any Director and may also by ordinary resolution appoint a person in his stead by special notice shall be required in either case.
82.The provisions of Section 256 of the company Act, 1956 relating to the rotations of directors shall apply in so far as they applicable to publiclimited Companies.
MANAGING OR WHOLETIME DIRECTOR OR DIRECTORS
83.Subject to the restriction laid down in act in so far as they are applicable to public companies the company may appoint managing director or amanging directors, wholetime director or whole time directors for a term not exceeding five years at a time and such director or directos shal;l perform all the duties and under these presents and such appointment.
CHAIRMAN
84.The board of directoras amay electy amy one of them to be the chairman if the company subject to the provisions of the companies Act. 1956 as applicable in private limited corporation.
MANAGER OR SECRETARY
85.Subject to the provisions of the act, a manager or secretary may be be appointment by the board of directors for such terms at such remuneration and upon such condition as it may think fir manager or Secretary so appointed may be removed by the Board.
86.A director may be appointed as Manager or Secretary.
DIVIDENDS AND RESERVES
87.Subject to provision of the Act, Articles 85 to 94 of Table “A” shall apply and in addition to the provision their in contained the Directors shall comply with the provisions of Section 209 to 221 of the Act is so afr as they applicable to a private Company.
ACCOUNTS AND AUDIT
88.The Company shall deep at its Registered Office proper books of account with respect to:
(a).All sums of money receieved and expended by the company and the matters in respect of which the receipt and expenditure take place.
(b).All sales and purchases of goods by the company.
( c ).The assets and liabilities of the company; and
(d).Provided that all or any of the books of account aforesaid may be kept at such other place in India as the Board of directors may decide and when the board of directors so decides the company shall, with seven days of the decision file with Registrar a notice in writing giving the full address of the other place.
(e).If the company shall have a branch office whether in or outside India, proper books account relating to the transaction effected at that office shall be kept at that office, and proper summarized returns, made up to date at intervals of not than three months, shall be sent by the branch office to the company at its registered office or other place where the main books of the company are kept.
89. All the aforesaid books shall gives a fair and true view of the affairs of the Company or of its branch office as the case may be with respect to the matters aforesaid and explain its transaction .
90. The books of account and other books and papers shall be open to inspection by any director during business hours.
91. The books of account of the company relating to a period of not less than eight years tighter with the vouvher relevant to any entry in such books of account immediately preceding the current year shall be preserved in good order.
92. The directors shall from time to time determine whether and to what extend what times and places and under what conditions or regulations the accounts and books and documents of the company or any of them, shall b open to the inspection any account or books or documents of the company except as Conferred by statute or authorized by the directors or by a resolution of the company in general meeting.
93.The Board of directors shall lay before each Annual General meeting a profit & Loss Account for the financial year of the Company and a balance sheet made up as at the end of the financial year wgich shall be a date which shall not proced the day of the meeting by more than six nmothes or such extended period as shall have been granted by the Registrar under the provision of the Act.
94. Every balance sheet and every profit & loss Account shall be approved by the board of directors before they are signed on behalf of the board of directors before they are signed on behalf of the Board in accordance with the provisions of this Article and before they are submitted to the Autitors for their report theron.
95.The Balance Sheet and the profit & Loss Account shall be approved by the Board of directors before they are signed on behalf on the Board of directors before they are signed on behalf of the board in accordance with the the provisions of this Article and before they are submitted to the Autitors for their report theorem.
96.The profit & Loss Account shall be annexed to the balance sheet and the Auditors Report including the auditors separate special or supplementary report, if any, shall be attached there to.
97.Every balance Sheet laid before the company in general meeting shall have attached to it a report by the board of directors with respect to the state of the company’s affairs; the amount , if any, which it proposes to vary to any Reserves either in such Balance Sheet; the amount, if any, which it recommended to be paid by way of dividend and material changes and commitments to be paid by way of dividend and material changes and commitments, if any affecting the financial position of the company which have occurred between the end of the financial year of th company to which the balance sheet releates and the date of the Report.
98.Auditors shall be appointed and their duties regulated in accordance with Section 224 to 231 of the Act.

COMMON SEAL
99.The board shall provide a common seal for the purpose of the company and shall have power from time to time destroy the same and substitute a new seal in lieu therefore, and the Board shall provide for the sage cusdtody of the seal for the time being, and the seal shall never be used except by or under the authority of the Board or a Committee of Directors.
100.Every deed or other instrument to which he seal of the company is required to be affixed shall unless the same is executed by a dulty constiture attorney of the company be signed by the managing Director or by two Ditrector.
ANNUAL RETURNS
101.The company shall make the requisite Annual returns in accordance with Section 159 and 161 of the Act and shall fill with the Registrar three copies of the balance sheet and profit & Loss Account in accordance with section 203 of the Act.
AUTHENTICATION OF DOCUMENTS
102.Save as otherwise expressly provided, in the Act or these Articles, a documents or proceeding requiling authentication by the company mayy be signed by a director or Secretary or an authorized officer of the company and need not be under its seal.
SECRECY
103. Every director, manager, auditor, Trustees, Member of committee, officer, Servent, Agent, Accountant or other person employed in the business of the Company shall observe strict secrecy respecting all transaction of the company with the customers and trhe state of accounts with individual and in the matters relating there to and shall not reval any of the matters which may come to his Knowledge in the of the matters which may come to may his knowledge is in the diharge in such matters provisons in these presents contained.

INDEMNITY
104. Save and except so afr as the provisosn of this articles shall be aoided by section 21 of the At the directors managers, Managing Directors , Auditors Secretary or other officers or severants for the tim being and the Trustee (if any) for the time being acting in relation to any of the ffairs of the company and every one of them, and every one their heirs, executors and administrators shall be indemnified and decured harmless out of the assets and profits of the company from against all action, costs, charges, losses, damages, and expenses which they or any of them their duty or suppose duty in their respective officers or trusts except such if any as they shall incut or sustain through or by their won will ful neglect or default of the other or any bankers or other persons with whom any moneys or effects belonging to the company shall or may be lodged or deposited for sage custody or for the insufficiency or deposited for sage custody or for the insufciency or deficencey of any security upon which may moneys of or belonging to the Company shall be placed out or invested or for any other loss, misfortune or damage which may happen in the excention of teir respective officers or trusts or in relation there to, except the same shall happen by or through their own will full neglect or default respectively.
105. subject to the provisions of section 201 if the Act of Director or there officer of the company shall be liable for the acts. Receipts, or defaults of any other Director or officer, or for joining in any receipt or other act of conformity or for any loss or expenses happenign to the company through insufficiency or deficiency of title to any property required by order of the Directors for or on behalf of the company, or for the isufficiency or deficiency of any security in or upon which any of the moneys of the company shall be invested, or for any loss or damage arising from the bankrupecy, isolvency or tortuous act of any person. Company or corporation with whom any money, securities or effect shall be entrusted or deposited or for other loss or damages or misfortune whatever which shall happen in the execution of the duties of his office or in relation there to unless the same happens through will full misconduct or heglect or dishonesty.

WINDING UP

106. If the company shall be wound up, and the assets available for distribution among the members as such shall be insufficient to the repay the whole of the paid up capital such assets shall be distributed so that, as nearly as me be the losses shall be borne by the member in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the share held by them respectively. And if in a winding up, the assets available or distribution among the member shall be more than the sufficient to the pay the whole of the capital paid up at the commencement of the winding up paid up or which ought to have bin paid on the share held by then respectively. But this clause to be without prejudice to the right of the holders of all shares issued upon special terms and condition.
107. If the company shall be wound up, whether voluntarily or otherwise, the liquidators may with the sanction of a special resolution but subject to the rights attached to any preference share capital, divided amongst the contributories, in specis or kind , any part of the assets of the company and may, with the like sanction, vest any part of the assets of the company in trustees upon such trusts for the benefit of the contributories of any of them, as the liquidators with the lake sanction shall think fit.
108. If thought expedient any such decision may subject to the provisions of the act be otherwise than in accordance with the legal rights of the contributories (except where unalterably fixed by the memorandum of association)and in aparticular any class may be given preferential or special rights or any be excluded all to gather or in part but in case any division shall be have a right in dissent and ancillary . Rights as if such determined on, any contributory which would be rejoiced there by shall have a right in decent and ancillary rights as if such determination where a special resolution passed pursuant to section 494 of the Act.

109. In case any shares to be divided as aforesaid involve a liability to calls or otherwise any persons entitled under such division to any of the said shares may, within the days after the passing of the special resolution by notice in writing require the liquidators to sell his proportion any pay him the net proceeds and the liquidators shall if practicable, act accordingly.
110. A special resolution sanctioning a sale to any other company duly passed pursuant to section 494 of the Act, may subject to the provisions of the Act, in like manner as aforesaid determine that any shares or other consideration receivable by the liquidators to be distributed amongst the members otherwise than in accordance with their existing rights and any such determination shall be binding upon all the member’s subject to the rights for decent and consequential rights conferred by the said section.

ARBITRATION
Subject to the law in force of the land, in case any difference shall arise between the Company and the Directors relating to their remuneration, duties or otherwise of any member of the company or between in the Company and any other person to whom these presents shall apply, these shall be referred to arbitration, and if the parties cannot agree upon a single Arbitrator there shall be two Arbitrator, who shall have power to choose and umpire and in either cases which reference shall be so arranged, conducted, carried out as with regard to the mode and consequences of that reference and in all other respects to confirm to the provisions in that behalf as contained in the Arbitration Act, 1940 or Acts in forced for the time being in the republic India.