MEMORANDUM AND ARTICLES OF ASSOCIATION - DLF

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MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
DLF ENERGY PRIVATE LIMITED
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ka^pao-roT phcaana saM#yaa :
p`a$p 1
pMjaIkrNa p`maaNa–p~
U40109HR2011PTC044012
2011 - 2012
maOM etdWara sa%yaaipt krta hU^ ik maOsasa-
DLF Energy Private Limited
ka pMjaIkrNa‚ kmpnaI AiQainayama‚
kmpnaI p`a[vaoT ilaimaToD hO.
ka
1956 (1956 1)
ko AMtga-t Aaja ikyaa jaata hO AaOr yah
yah inagamana–p~ Aaja idnaaMk caar A@tUbar dao hjaar gyaarh kao idllaI maoM jaarI ikyaa jaata hO.
Form 1
Certificate of Incorporation
Corporate Identity Number : U40109HR2011PTC044012 2011 - 2012
I hereby certify that DLF Energy Private Limited is this day incorporated under the
Companies Act, 1956 (No. 1 of 1956) and that the company is private limited.
Given at Delhi this Fourth day of October Two Thousand Eleven.
Registrar of Companies, National Capital Territory of Delhi and Haryana
kmpnaI rijasT/ar‚ raYT/Iya rajaQaanaI xao~ idllaI evaM hiryaaNaa
*Note: The corresponding form has been approved by ASHOK KUMAR BEHL, Assistant Registrar of Companies and
this certificate has been digitally signed by the Registrar through a system generated digital signature under rule 5(2) of
the Companies (Electronic Filing and Authentication of Documents) Rules, 2006.
The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).
kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :
Mailing Address as per record available in Registrar of Companies office:
DLF Energy Private Limited
10th Floor, Gateway Tower, DLF City,, Phase III, Gurgaon, Haryana-122002,
Gurgaon - 122002,
Haryana, INDIA

THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
DLF ENERGY PRIVATE LIMITED.
I The name of the Company is "DLF Energy Private Limited"
II The Registered Office of the Company will be situated in the State of Haryana
III The objects for which the Company is established are: -
A. MAIN OBJECTS TO BE PERSUED BY THE COMPANY ON ITS INCORPORATION
ARE :
1. To carry on in India or elsewhere the business of generation, storage, accumulation,
transmission, distribution, supply, purchase, sale, exchange, export, import, trading
(purchase electricity and resale thereof) and otherwise dealing of power, electricity and
other sources of energy whether conventional or non-conventional and to construct, laydown,
establish, fix and carry-out all necessary infrastructures including power stations,
cables, wires, transmission lines, accumulators, lamps and works and other equipments
relating to power, electricity, chilled water and other sources of energy.
2. To act as electricians, electrical and mechanical engineers, consultants, adviser, architect,
for the projects relating to generation, storage, accumulation, transmission, distribution,
supply, purchase, sale, exchange, export, import and trading of electricity power and other
sources of energy and to carry on experiments, research and development of electricity,
power and other sources of energy and to carry on experiments, research and development
of Electricity, Power and other source of Energy whether conventional or non conventional
anywhere in India or abroad.
3. To undertake the business of providing services of management, protection and
maintenance of multi-storied buildings/colonies, commercial complexes, office complexes,
market, shopping complexes, clubs, theatres, hospitals, factories, streets, public and
private, estates, cities, town, villages etc. and operation thereon of common services for the
benefit of the Owners, corporates, lessees, vendees, Occupants and Residents thereof on
such terms and conditions and for such considerations as may be agreed to between the
parties and run the same with such additions, alterations, improvements or limitations as
may be deemed fit and to do all matters connected therewith or incidental thereto.
4. To generate, develop, receive, distribute/ supply and deal with electrical power at the place
or places as contemplated by the Company on commercial basis, to own, take on hire,
operate, maintain its electrical sub-station(s) and power stations, connected generating and
transmission system(s); to transmit, distribute, supply power throughout the area of supply
and to carry on the generation of electricity and business of power supply to residential
houses, multistoried buildings, markets, clubs, theatres, commercial complexes, industries,
streets, buildings and places, both public and private, colonies, estates, cities, towns,
villages etc and to undertake all measures connected therewith or incidental thereto.

B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE
MAIN OBJECTS ARE:
1. To enter into any agreement and arrangement of technical and financial collaboration,
technical assistance, trade mark license and management with individuals, firms or
corporate bodies, Indian or foreign in connection with the objects of the company.
2. To purchase, take on lease or in exchange or otherwise acquire, any, movable or
immovable property and any rights or privileges which the Company may think
necessary or convenient for the purpose of its business and in particulars any land,
building, easements, machinery, plants and stock in trade and to construct maintain after
any buildings, or works, necessary or convenient for the purpose of the company.
3. To acquire from any person, firm or body corporate or in corporate, whether in India or
else where, technical information, know-how, processes, engineering manufacturing and
operating data plans, layout and blueprints useful for the design, erection and operation of
plant required for any of the business of the company and to acquire any grant or licenses
and others rights and benefits in the foregoing matters and things.
4. To acquire by purchase, lease, concession, grant license or otherwise, such lands,
buildings, minerals, waterworks plant, machinery, stock in trade, stores and spare parts,
rights, privileges, easements and other property as may from time to time be deemed
necessary for carrying on the business of company, and to build or erect upon any land of
the company howsoever acquired such manufacture workshops, warehouses offices,
residences and other buildings and to erect such roads, tramways, railways branches, or
siding ways, bridges, water courses hydraulic works.
5. To acquire build, make construct. Equip, maintain, improve, alter and work factories,
buildings, and roads watercourse and other works and conveniences which may be
necessary or convenient for the purpose of the company and to contribute, to subsidies, or
otherwise assist to take the part in the construction, improvement, maintenance, working,
management, carrying out or control thereof
6. To purchase, acquire and undertake all or any part of the business, property and liabilities
of any person or company carrying on or proposing to carry any business, which the
company is authorized to carry in possessed of the property suitable, for the purpose of
the company
7. To pay for property, rights or privileges, acquired by the company or for the services
rendered or rendered in connection with the promotion of the business of the company or
for acquisition of any property for the company or otherwise either wholly or partially in
cash or in shares, debentures, or other security of the company and to issue any share
either as fully paid up thereon, as may be agreed upon and to change any such bonds,
debentures or other securities upon all or any part of the property of the company, While
so doing the company shall comply with all requirements of law for the time being in
force.
8. Subject to the Section 292 of the act, to sell, exchange, mortgage, let on lease, royalty or
tribute, grant licenses, easement, options, and other rights, over and in any other manner
with on dispose of whole or any part of the undertaking, property, assets, rights and
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effects of the company for such consideration as may be thought particularly of stocks,
shares, whether, fully or partly paid up, or securities of any other company.
9. To manage lands, buildings, houses, and any other property belonging to the company
and collect rents and income, and supply to tenants and occupiers of all kinds of
convenience and advantages.
10. Subject to Section 292 of the act, to sell or subject to any rights, concession or license
obtained or contracts entered into and generally to sell the whole or any part of the
property and business of the company for cash or for shares whether fully paid up or not
debentures or securities of any other company, or partly in cash or partly in such shares,
debentures or securities as are distributed specie amongst the member or otherwise.
11. To pay out of the Company’s funds the cost of underwriting expenses and expenses
incurred in connection with all matters preliminary and incidental to the formation,
promotion and incorporation of this and the costs, underwriting expenses, breakage on
issue of shares of debentures incentives and expenses incurred in connection with all
matters preliminary and incidental to the formation and incorporation of any company
which may be promoted by the company and underwrite share or debenture issued by the
any such company.
12. To remunerate any person or company for service rendered or to be rendered in placing
or assisting to place, or guaranteeing the placing of, any of the shares of the company’s
capital or debentures, debentures stock or other securities of the company or in or about
the formation or promotion of the company or the conduct of the business.
13. To guarantee the performance of any contract or obligation of and the payment of money
or of dividend and interest or premiums payable on any stocks, shares or securities of any
company, corporation, or person in any case in which such guarantee may be considered
likely directly or indirectly to further the objects of the company.
14. To apply for purchase or otherwise, acquire and protect, prolong and renew in any part of
world any patents, patent rights, brevets d’ invention, trademarks, designs, licenses,
protections, concessions, monopoles and the like conferring any exclusive or nonexclusive
or limited right to their use or any secret or other information as to any
invention, process or privilege which may seem capable of being used for any of the
purpose of the company or the acquisition of which may seem calculated directly and
indirectly to benefit the company and to use, exercise develop or grant licence or
privileges in respect of otherwise turn to account the property, fights and information so
acquired and to carry on any business in any way connected therewith.
15. To expend money in experimenting on and testing and improving or seeking to improve
any patents, rights, invention, discoveries processes or information of the Company or
which the Company may acquire or propose to acquire.
16. To insure with any other company, firm or persons against losses, damages and risks of
all kinds which may effect the company provided that nothing herein contained shall
empower the Company to carry on the business of employee’s liability assurance or
industrial assurance, motor assurance or any business of insurance or reinsurance within
the meaning of the insurance Act, 1938, or any Act amending extending or re-enacting
the same.
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17. To receive money, securities or valuable on deposit at interest or otherwise from persons
having dealing with the Company or for custody on any terms whatsoever, provided the
Company shall not carry on the business of banking as defined under the Banking
Regulations Act, 1949.
18. To lend and advance money, either with or without security and give credit to such
persons, firms, or body corporate (including Government) and upon such terms and
conditions as the company may think fit provided that the company shall not do any
banking within the meaning of the Banking Regulations Act, 1949.
19. To invest money of the Company in such investments (other than shares of stock in the
company) as may be thought proper and not hold, sell or otherwise deal with such
investments.
20. Subject to Sections 58A , 292 & 293 of the Companies Act , 1956 and the regulations
thereunder and the directions issued by the Reserve Bank of India , to receive money on
deposit or loan , borrow or raise money in such manner as the company shall think fit and
in particular by the issue of debentures , or debenture stock (perpetual or otherwise) and
to secure the repayment of and money borrowed , raised or owning by mortgage charge
or lien upon all or any of the property or assets of the company (both present and future )
including its uncalled capital and also by a similar mortgage charge or lien to secure and
guarantee the performance by the company or any other persons or company of any
obligation undertaken by the company or any other person or company as the case may
be.
21. To procure the recognition or registration of the companies in/or under the laws of any
place outside India.
22. To open any kind of account in any Bank and to draw, make, accept, endorse, discount,
negotiable, execute and issue bills of exchange, Promissory Notes, Bills of lading,
warrants, debentures and other negotiable or transferable instruments or securities.
23. To form, incorporate, or promote, any company or companies, whether in India or
elsewhere having among its or their objects the acquisition of all or any of the assets
control, management or development of the company or any other subjects or subject
which in the opinion of the company could or might directly or indirectly assist the
company in the management of its business or the development of its properties or
otherwise prove advantageous to the company and to pay all or any of the costs and
expenses incurred in connection with any such promotion or incorporation and to
remunerate any person or company in any manner it shall think fit for services rendered
in obtaining subscription for or placing or assisting to place or to obtain subscription of or
for guaranteeing the subscription of or the placing of any shares in the capital of the
company or any bonds, debentures, obligations securities of any other company held or
owned by the company or in which the company may have an interest or in or about the
formations or promotion of the company of the conduct of its business or in or about the
promotion or formation of any other company in which the company may have an
interest.
24. To enter into any arrangements and to take all necessary or proper steps with Government
or with other authorities supreme, national, local municipal or otherwise of any place in
which the company may have interest and to carry on any negotiations or operations for
the purpose of directly or indirectly carrying out the objects of the company or effecting
4

any modification in the constitution of the company or furthering the interest of its
members and to oppose any such steps taken by any other company, firm or person which
may be considered likely directly or indirectly to prejudice the interest of the company or
its members and to promote or assist the promotion, whether directly or indirectly of any
legislation which may appear to be in the interest of the company and to oppose and
resists, whether directly or indirectly any legislation which may seem disadvantageous to
the company, obtain from any such Government authority or any company any charters
contracts, decrees, rights, grants, loans, privileges or concessions which the company
may think it desirable to obtain and carry out, exercise and comply with any such
arrangements, charters, contracts, decrees, rights, privileges or concessions .
25. Subject to Sections 391 to 394 of the act, to amalgamate or to enter in to partnership or in
to any arrangement for sharing profits, union of interest, cooperation, joint venture,
licence, or reciprocal concession or limiting competitions with any person or company
carrying on or engages in or about to carry on or engaged in any business or transitions
which this company is authorized to carry on.
26. To adopt such means of making know the business and facilities provided by the
company as may seem expedient and particular by advertising in the press, by circulars,
by purchase and exhibition works of art or interest by publication of books and
periodicals and by granting prize, rewards and donations.
27. To assist any other company under the same management within the meaning of the
companies Act, 1956 or any statutory modification there of, in any manner and to any
extent including the giving of loan and guarantees or the providing of securities of any
kind whatsoever in connection with any loan to the later by any person, firm, or body
corporate.
28. To apply the assets of the Company in any way in or towards the establishment,
maintenance or extension of any associations, institutions or fund in any way connected
with any particular, trade business or with trade or commerce and particular with the
trade, including any association, institution or fund for the protection of the interest of
masters, owners and employers against loss by bad debts, strikes, combinations, fire
accident or otherwise or for the benefit of any clerks, workman or other at any time
employed by the company or any of its predecessors in business or their families or
dependents and whether or not in common with other person or classes of person and in
particular of friendly, cooperative and other societies, reading rooms, places of worship,
god owns, structures, erections, parks, gardens and to grant charities, gratuities, pensions
and allowances and contribute to any funds raised by public or local subscriptions for any
purpose whatsoever and to firm, cultivate and otherwise develop the lands for the
company or in possession of the company.
29. To undertake and execute any trust the undertaking of which may seem to the company
desirable and either gratuitously or otherwise and vest any real or personal property,
rights or interest acquired by or belonging to the company in any person or company on
behalf of or for benefit of the company and with or with out any declared trust in favour
of the company.
30. To subscribe, contribute or otherwise to assist or guarantee money for any national,
charitable, benevolent, public, general or useful object or for any exhibitions, subject to
provisions of sections of section 293-A of the Companies Act, 1956.
5

31. To establish and maintain or procure the establishment and maintenance of any
contributory or non – contributory pension or super annuation funds for the benefit of,
and give or procure the giving of donations, gratuities, pension allowances, emoluments
to any persons who are or were at any time in the employment or service of the company
or of any company which is a subsidiary of the company or is allied to or associated with
the company or with any subsidiary company or who are or were at any time Directors or
officers of the company as aforesaid, and the wives, widows, families and dependents or
any such persons, and also establish and subsidies and subscribe to any institution,
association clubs or funds calculated to be for the benefit of or to advance the interest and
well being of funds calculated to be for the benefit of or to advance the interest and well
being of the Company or of any such other Company as aforesaid and make payments to
or towards the insurance of any such person as aforesaid and do any of the matters,
aforesaid either alone or in conjunction with any such other company as aforesaid.
32. To institute and to defend any suit, appeal, application for review or revision or any other
application of any nature whatsoever, to take out executions, to enter into agreements or
reference to arbitration and to enforce and where need be to contest any awards and for
all such purposes to engage or retain counsels, attorneys and agents and when necessary
to remove them.
33. To accepts gifts, beguests devices or donations of any movable or immovable property or
any rights or interest therein from Members or others.
34. To employ agents or experts to investigate and examine the conditions, prospects, value,
character and circumstances of any business, concerns and undertakings whose objects
are altogether the same or in part similar to those of this Company and generally of any
assets, properties or rights, the Company proposes to acquire.
35. To establish branches or appoint agencies for on in connection with any of the objects of
the company.
36. To refer or agree to refer any claim, demands, disputes or any other question by or
against the Company or in which the company is interested or concerned and whether
between the Company and a member or members or his or their representatives or
between the Company and third party to arbitration in India or at any place outside India,
and to observe and perform and to do all acts, deeds, matters and things to carry out or
enforce the awards.
37. To sign, complete and enter into all contracts, deeds, documents and or any other
instruments, in writing to implement and/or in regard to any of the objects of the
Company and/or purposes that are thought fit and conductive to all or any of the objects
and/or purposes of the company.
38. To do all or any of the above things, either as principles, agents, trustees, contractors or
otherwise and either alone or in conjunctions with others and either by or through agents,
sub- contractors, trustees or otherwise.
39. To invest the money of the company not immediately required in such manner as the
Board may determine from time to time.
40. To do all such other things in any part of the world as may be deemed incidental or
conducive to the attainment of the main objects or any of them.
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C. OTHER OBJECTS:
1. To carry on the business of electrical, mechanical and civil engineers, suppliers of
electricity for the purpose of light, heat, motive power of otherwise and manufacture of and
dealers in apparatus and things required for or capable of being used in connection with the
generation, distribution, supply, accumulation, employment of electricity, atomic power
and gas generation and manufacturers of various small scale items and electrical
appliances.
2. To carry on the business of manufacturers of motor omnibuses, motor car, lorries, taxi cabs
and of omnibuses and vehicles, railway coaches for the transport of person and goods
whether propelled or moved by electricity, atomic energy, vapour, gas or other methods or
mechanical power.
3. To carryon the business as proprietors, managers and consultants of hotel, restaurant café,
road house, motel, holiday camp, craven site, apartment housekeeper, and to buy sell,
import, produce, manufacture or otherwise deal in food and food products meat groceries,
fruits, confectionery, wine, spirit, alcoholic beverages, tobacco, drug supplies, beverages,
linen, furniture and furnishings and other articles, required in the said business.
4. To undertake and execute any trust or discretion, the undertaking whereof may seem
desirable and for the purpose to hold, deal with, manage, direct the management of, buy,
sell, exchange, mortgage, charge, lease, dispose of or grant any right or interest in over or
upon any reversionary in any property and undertake and carry on any business,
undertaking or transaction and the distribution amongst the beneficiaries, pensioners or
other person entitled thereto of any income, capital or anyway whether periodically or
otherwise and whether in money or specie, in furtherance of any trust, direction, discretion
or obligation or permission subject however to the provisions of Sections 49 and 153 of the
Companies Act, 1956.
5. To carry on the business of manufacturers, importers, exporters, buyers, sellers, merchants
and dealers in sanitary fittings, bath room fittings, builders, hardware, locks, padlocks.
Special locking devices, automobiles and cycle locks, door closures, machinery, machinery
parts, tools, implements, hardware' millstones, iron, steel and stainless steel goods and
utensils rubber and plastic goods, sports goods, electric goods, minerals and mineral
products of all kinds and handicrafts, ready-made garments, textiles, wool, hessian, jute,
yam, agarbaties, cakes, candles, pluses and beans all other quary, plantation and
agricultural products.
6. To purchase, sell, lease, licence, exchange, mortgage, hire or otherwise acquire and/or
dispose of lands and properties of any description or tenure or any interest there-in and to
erect and construct houses, buildings, flats, apartments, offices, cinemas, hotels, motels,
shops or works of every description on any land of the Company, or upon any other land or
property and to pull down, rebuilt, enlarge, alter and improve existing houses, buildings,
shops and works thereon and to convert and appropriate such land for roads, street, gardens
and other conveniences and generally to carry on business in real estate and properties of
all kinds and to deal with and improve the property of the company and to own, let and
manage such properties.
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7. To manufacture, buy, sell and deal in bricks, tiles, brick earth, stone, marble slates, chalk,
sand and other buildings materials and to carry on the business of lime burners & ceramics
including sanitary fittings & China ware.
8. To undertake or direct the construction and management of property, building flats,
colonies, lands and estates (of any tenure or kind) of any persons, whether members of the
company or not in the capacity of stewards or receivers or otherwise.
9. To act as contractors and builders, of houses, building roads, factories shed and buildings
townships, run ways, port facilities and other constructions' or conveniences, of all kinds
for any person or company or governmental authority and to buy, sell and deal in bricks,
tiles, brick earth, stone, marble slates, chalk, sand and other building materials.
IV. The liability of the members is limited.
V. The Authorized Share Capital of the company is Rs. 5,00,00,000/- (Rupees Five Crores
Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupess Ten) each.”.
8

THE COMPANIES ACT, 1956
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
DLF Energy Private Limited
1. Subject as hereinafter provided, the regulations contained in or made applicable by Table
“A” in the First Schedule to the Companies Act, 1956 and applicable to private companies
(which regulations are hereinafter called Table “A”) shall apply to the Company, but in case
of variation or inconsistency between these Articles and Table “A”, these Articles shall
prevail.
2. In regulation I (I) of Table “A” between the words “regulations” and “the Act” the words “and
in any articles adopting the same” shall be inserted.
PRIVATE COMPANY
3. Restriction on transfers and number of members.
The Company is a Private Company limited by shares within the meaning of Section 2 (35)
and 3 (1) (iii) of the Companies Act, 1956, and accordingly:
(a) restricts the right, to transfer its shares, in the manner as provided in article 9 & 10
(b) limits the number of members to 50 (fifty) but not including;
(i) persons who are in the employment of the Company, and
(ii) 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 the members after
the employment ceased and,
Provided that where two or more persons holding one or more shares in the company
jointly shall, for the purpose of the Articles, be treated as a single member.
(c) prohibits any invitation to the public to subscribe for any shares in or debentures of the
Company.
(d) prohibits any invitation or acceptance of deposits from persons other than its members,
directors or their relatives.
SHARE CAPITAL
4 (a) The Authorised Share Capital of the Company is such that stated in Clause V of the
Memorandum of Association of the Company or altered thereat, from time to time. The
said shares and new shares hereafter to be created may, from time to time, be divided into
shares of several classes in such manner as may be provided hereafter. Subject to the
provisions of these Articles, the shares shall be under the control of the Board who may
allot or otherwise dispose of the same.
1

(b) Subject to the provisions of section 80, 87 and 88 of the Act, any shares in the Company
may be issued with such preferred, or other special rights, or such restrictions, whether in
regard to dividend or repayment of capital or both as the company may from time to time
by ordinary resolution determine, and any preference share may be issued on the terms
that they are at the option of the Board of Directors, liable, to be redeemed, on such terms
and conditions and in such manner as may be determined by the Board, from time to
time.
(c) The paid up capital of the company shall not be less than Rs. 1,00,000/- ( Rs. One Lac
only).
(d) Subject to provisions of these Articles and applicable provisions of the Act, the Board shall
have power to issue equity with similar or differential rights or Preference Shares (both
convertible or non-convertible), Debentures (Secured/ Unsecured/ Convertible/Non-
Convertible), either on rights or preferential basis or otherwise on the terms, and in such
manner as the Company before the issue of the shares/debentures, may by special
resolution determine, if so required under the Act or any other applicable law
(e) The preference shares so issued may be converted as per the terms of the issue or, may
at the option of the company, be redeemed, in part or in full, out of the profits or out of the
proceeds of a fresh issue of shares made for the purposes of such redemption and the
Board may subject to the provisions of Section 80 of the Act, exercise such powers in
such manner as it may think fit.
(f) The debentures so issued may be secured/unsecured, redeemable or convertible as per
the terms of the issue.
5. Wherever in the Act it has been provided that the company shall have any right, privilege
or authority or that the company could carry out any transaction only if the Company is so
authorised by its articles, then in that case this Regulation hereby authorises and
empowers the company to have such right privilege or authority and to carry such
transaction as have been permitted by the Act without there being any specific regulation
in that behalf herein provided.
6. The Company may by Ordinary Resolution: -
(a)
(b)
(c)
(d)
Increase its share capital by such amount as it thinks expedient by issuing new
shares.
Consolidate and divide all or any of its shares capital into shares of larger amount
than its existing shares.
Sub-divide its shares or any of them into shares of smaller amounts than fixed by the
Memorandum and on such sub-division attach preferential rights to some of them so
however that in the sub-division the proportion between the amount paid, and the
amount if any, unpaid on each reduced share shall be the same as it was in the case
of the share from which the reduced share is derived.
Cancel shares which at the date of passing of resolution in that behalf have not been
taken or agree to be taken by any person and diminish the amount of its share capital
by the amount of shares so cancelled.
LIEN
7. In regulation 9(1) of Table “A” the word ‘not being fully paid shares, wherever occurring
shall be omitted.
2

CALLS ON SHARES
8. In regulation 13(1) of Table ”A”, the provision shall be omitted.
TRANSFER OF SHARES
9. No transfer of any shares, whether fully paid up or partly paid up shares, in the capital of
the Company shall be made or registered without the previous sanction of the Directors,
who may, without assigning any reasons whatsoever, decline to give such sanction, and
shall so decline in the case of a transfer the registration of which involves a contravention
of Article 3 hereof. The Directors may at their discretion also suspend the registration or
transfer of shares during fourteen days immediately preceding the Annual General
Meeting in each year. Subject to section 154 of the Act. The Directors may decline to
recognize any instrument of transfer unless the instrument of transfer is accompanied by
the certificate of the share to which it relates and such other evidence as the Directors
may reasonably required to show the right of the transfer or to make the transfer. If the
Directors refuse to register a transfer of any shares, they shall within two months after the
date on which is the transfer deed duly executed was lodged with the Company send to
the transferee and to the transferor intimation of the refusal. No fees shall be charged by
the Company for the registration of transfer.
10. Save as hereby otherwise provided, no share shall be transferred to any person who is not
a member of the Company so long as any member or any member of the family of the
member or any person selected by the Board of Directors as the one desirable in the
interest of the Company to admit to membership is willing to purchase the same at the fair
value to be determined by the Board of Directors in the absolute discretion.
PROCEEDINGS OF THE GENERAL MEETING
11. The First Annual General Meeting of the Company shall be held with 18 months from the
date of incorporation and thereafter once atleast in every calendar year and within six
months of the close of the financial year, at such time (not being more than fifteen months
after holding of the preceding Annual General Meeting) and at such places, as the
Directors may determine from time to time, subject to Section 166(2) of the Companies
Act, 1956. A general meeting of the Company may be called by giving not less than seven
days notice in writing to the members of the Company. Subject to the provisions of section
171(2), general meeting may with the consent of the members, be called by a shorter
notice and in such manner as the members think fit.
12. No business shall be transacted at any General Meeting unless a quorum of members is
present. Two members present in person shall be a quorum for a General Meeting.
13. Subject to any rights or restrictions for the time being attached to any class or classes of
Shares:
(a) On a show of hands every member holding Equity Shares or Share and present in
person shall have one vote; and
(b) On a poll he shall have the same number of votes as the number of Equity Shares held
by him.
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DIRECTORS
14. (A) The numbers of Directors shall not be less than 2 (two) and more than 12 (Twelve).
(B). The First Directors of the Company shall be:
(i) Sh. Ramesh Sanka
(ii) Sh. C.P.Poonacha
(iii) Sh. Ashish Rastogi
15. The Directors shall not be required to hold any qualification shares, but shall nevertheless
be entitled to attend and speak at any general meeting of the Company or at a separate
meeting of any class of shareholders. The Board of Director shall also have the power to
fill any casual vacancy on the Board in accordance with section 262 of the Act.
16. Subject to the provisions of section 314 of the Companies Act, 1956 if any Director being
willing, shall be called upon to perform extra service or to make any special exertions in
going or residing away from the place of the normal residence for any of the purpose of
the Company, the Company may remunerate the Director so doing either by a fixed sum
or by a percentage of profit or otherwise as may be determined by the Directors and such
remuneration may be either in addition to or in substitution for his remuneration above
provided for the Directors.
17. The Board of Directors may appoint additional Director or any alternate Director in
accordance with the provisions of section 260 or 313 of the Act.
18. The Directors may agree with any person or Company on such terms and conditions as
may be thought fit that he or they shall have a right to appoint a Director who shall be
called a nominated Director for such period and upon such terms as he or they may think
fit and from time to time remove and re-appoint him. Such a nominated Director will be
entitled to hold office until requested to retire or resign or is removed by the person or
Company appointing him as a Director. Such a Director will be designated as a Nominated
Director.
19. No Director shall be disqualified from his office by contracting with Company either as
vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into
by or on behalf of the Company in which any Director shall be concerned or interested be
avoided nor shall any Director so contracting or being so concerned or interested be liable
to account to the Company for any profit realized by any such contract or arrangement by
reason of such Director holding that office or of the fiduciary relations there by
established, but the nature of interest must be disclosed by him at the meeting of the
Directors at which the contract or arrangement is determined if his interest then exists or
in any other case at the first meeting of the Directors after acquisition of his interest, but
these provisions shall not apply to any contract by or on behalf of the Company to give
the Directors or any of them any security by way of indemnity or against any loss which
they or any one of them may suffer by reasons of becoming or being sureties for the
Company.
MANAGEMENT
20. A. The Directors may from time to time appoint any person as Managing Director,
Technical Director, Secretary, General Manager or Manager or to such other office as
the Directors may consider fit with such powers and on such terms as to duration of
office and remuneration (which may be by way of salary, commission or participation in
profits or partly in one mode and partly in another) as they may think fit.
B. A Managing Director shall not, while he continues to hold that office, be subject to
retirement by rotation, but subject to the provisions of any contract between him and
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the Company he shall be subject to the provisions as to resignation and removal as the
other Directors of the Company, and he shall, ipso facto and immediately cease to be a
Managing Director, if for any cause, he ceases to hold the office of, Director.
C. The remuneration of Managing Director and whole-time Director shall be fixed by the
Company in general meeting and may be by way of fixed salary or at a specified
percentage of the net profits of the Company or both, provided that the remuneration
shall not exceed five per cent for any one Managing or Whole-time Director and ten per
cent for all of them together.
POWERS OF THE DIRECTORS
21. The business of the Company shall be managed by the Directors who may pay all such
expenses preliminary or incidental to the promotion, formation, establishment and
registration of the Company, as they think fit, and may exercise all such powers and to do
all such acts as may be exercised and done by the Company in General Meeting but
subject nevertheless to any statute and to any regulation not inconsistent with these
Articles made by the Company in General Meeting; but no regulations made by the
Company in General Meeting shall invalidate any prior act of the Directors which would
have been valid if such regulation had not been made.
22. The Director may, from time to time and at any time, provide, through local boards,
attorneys or agents, for the management of the Company in India and abroad and may
appoint any person to be the member of such local boards or as attorneys or agents and
may fix their remuneration.
23. The Directors may from time to time raise or borrow any sum of money for and behalf of the
Company from the members or other persons, companies or banks or they may
themselves advance money to the Company on such interest as may be approved by the
Board of Directors.
24. 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 may think fit and in particular by
the issue of debentures or bonds of the Company or by the mortgage or charge of all or
any part of the property of the Company and of its uncalled capital for the time being.
25. Any debenture, bonds, or other securities may be issued at discount, premium or otherwise
and with special privileges as to redemption, surrender, drawing, allotment of shares,
attending and voting at General Meeting of the Company and otherwise.
PROCEEDINGS OF BOARD
26. Subject to the provisions of Section 289 & 292 of the Companies Act, 1956, a resolution in
writing approved by a majority of Directors shall be as effective for all purpose as a
resolution passed at the meeting of the Directors duly called, held and constituted.
AUDIT
27. The first Auditors of the Company shall be appointed by the Board of Directors and shall
hold office till the conclusion of the first Annual General Meeting.
28. The Director may fill up any casual vacancy in the office of the Auditors.
29. The remuneration of the Auditors shall be fixed by the Company in General Meeting
except the remuneration of the first or any Auditor appointed by the Directors be fixed by
the Directors.
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SEAL
30 a. The Board shall provide a Common Seal for the purpose of the Company and shall
have power to destroy the same and substitute a new seal in lieu thereof.
b. The Board shall provide for the safe custody of the Seal.
c. The Seal shall not be affixed to any instrument except in the presence of an
officer, including a Director, Manager or Secretary, authorized by the Board in this
behalf, from time to time, who shall sign every instrument to which the seal is affixed,
provided that in respect of issue of Share Certificates, the provisions of the Companies
(Issue of Share Certificate) Rules, 1960 shall apply.
31. The Company may exercise the powers conferred by Section 50 of the Act, with regard
to having an official seal for use abroad, and such powers shall vest in the Board.
INDEMNITY
32. Subject to the provisions of Section 201 of the Companies Act, 1956 the Directors,
Auditors, Secretary and other officers for the time being of the Company and trustees for
the time being acting in relation to any of the affairs of the Company and their heirs,
executors and administrators respectively shall be indemnified out of the assets of the
Company for and against all suits, proceedings, costs, charges, losses, damages and
expenses which they or any of them shall or may incur or sustain by reason of any act
done or omitted to be done in or about the execution of their duty in their respective
offices or trust except such (if any) as they shall incur or sustain by or through their own
willful neglect or default respectively and no such officers or trustee shall be answerable
for the acts, receipts, neglects, or defaults of any other officers or trustee or for joining in
any receipts for the sake of conformity or for the solvency or honesty of any bankers or
other persons with whom any money or effects belonging to the Company may be lodged
or deposited for safe custody or for any insufficiency of any security upon which any
money of the Company shall be invested or which may happen in or about the execution
of his office or trust unless the same shall happen through the willful neglect or default of
such officer or trustee.
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