(THE COMPANIES ACT 1956)

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

XYZ PRIVATE LIMITED

I. PRELIMINARY

1. The Regulations contained in Table ‘A’ in the Schedule ‘I’ to the Companies Act, 1956 shall apply to the company except in as far as otherwise expressly incorporated hereinafter.

II. INTERPRETATION

2. (i) In these Regulations: –

“Company” means Born XYZ Private Limited.

“Act” means the Companies Act, 1956, and any statutory modifications thereof.

“Seal” means the Common Seal of the Company.

“Directors” means the Directors of the Company and includes persons occupying the position of the Directors by whatever names called.

Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meanings as in the Act or any statutory modifications thereof in force.

III. PRIVATE COMPANY

3. The Company is a Private Company within the meaning of Section 2(35) and 3(1)(iii) of the Companies Act, 1956 and accordingly: –

a. No invitations shall be issued to the public to subscribe for any shares in or debentures of the company;

b. The number of members of the Company (exclusive of persons who are in the employment of the Company, and person, who having been formerly in the employment of the Company, were the members of the Company while in that employment and have continued to be members after the employment ceased) shall not be more than fifty provided that for the purpose of this provision, where two or more persons jointly hold one or more shares in the Company, they shall be treated as a single member; and

c. The right to transfer the shares in the Company is restricted in the manner and to the extent hereinafter appearing.

IV. CAPITAL

4. The Authorised Share Capital of the Company shall be such amounts and be divided into such shares as may, from time to time, be provided in Clause V of the Memorandum of Association with power to increase or reduce the capital in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf with the powers to divide the share capital, whether original increased or decreased into several classes and attach thereto respectively such ordinary, preferential or special rights and conditions in such manner as may for the time bring be provided by the Regulations of the Company and allowed by law.

5. The shares shall be under the control and disposal of the Directors who may allot or otherwise dispose of the same to such persons on such terms as the Directors think fit and to give any persons any shares whether at par or at premium and for such consideration as the Directors may think fit.

6. The Directors may allot and issue shares in the capital of the Company as payment or part payment for any property, goods or machinery, sold or transferred or for services rendered to the Company.

V. LIEN

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

VI. CALLS ON SHARES AND TRANSFER AND TRANSMISSION OF SHARES

8. Any member desiring to sell any of his shares must notify in writing to the Board of Directors of the number of shares, the fair value and the name of the proposed transferee and the Board must offer to the other shareholders, the shares offered at the fair value and if the offer is accepted, the shares shall be transferred to the acceptor and if the shares or any of them not so accepted within one month from the date of notice to the Board, the members proposing transfer shall, at any time within three months afterwards, be at liberty, subject to Articles 8 and 9 thereof, to sell and transfer the shares to any person at the same or at higher price. In case of any dispute, regarding the fair value of the share it shall be decided and fixed by the Company’s Auditors whose decision shall be final.

9. No transfer of shares shall be made or registered without the previous sanction of the Directors, except when the transfer is made by any member of the Company to another member or to a member’s spouse or child or children or his/her heirs and the Directors may decline to give such sanction without assigning any reasons, subject to Section III of the Act.

10. The Directors may refuse to register any transfer of shares:

where the Company has a lien on the share;

where the share is not a fully paid up share, subject to Section 111 of the Companies Act, 1956.

VII. GENERAL MEETING

11. All general meetings other than the annual general meeting shall be called extra-ordinary general meetings.

12. (i) The Board may, whenever it thinks fit, call an extra-ordinary general meeting.

(ii) If at any time there are not within India Directors capable of acting who are sufficient in number to form a quorum, any Director or any two members of the Company may call an extra-ordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

(iii) The Board of Directors, if they think fit, may convene a General Meeting including the Annual General Meeting of the company by giving a shorter notice thereof, subject however to the provisions of Section 171, 190 of the Act.

VIII. PROCEEDINGS AT GENERAL MEETINGS

13.   (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

(ii) Two members present in person shall be a quorum.

14. The Chairman if any, of the Board, shall preside as Chairman of every general meeting of the Company.

15. If there is no such Chairman of 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, the Directors present shall elect one of their members to be Chairman of the meeting.

16. If at any meeting, no Director is willing to act as Chairman or if no Director is present within 15 (fifteen) minutes after the time appointed for holding the meeting, the members present shall choose one of the member to be Chairman of the meeting.

17.     (i) The Chairman may with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting, from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(iii) 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.

(iv) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

18. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

19. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

IX. DIRECTORS

20. The business of the Company shall be managed by the Directors who may pay all expenses incurred in registering the Company and may exercise all such powers of the Company as are not restricted by the Act or any statutory modification thereof for the time being in force or by these Article required to be exercised by the Company in general meeting subject nevertheless, to any regulations of these Articles, to the provisions of the Act and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting. Nothing shall invalidate any prior act of the Directors, which would have been valid, if that regulation had not been made.

21. The following shall be the first Directors of the Company.

Name of the first Directors of the Company.

RA

AB

22. The number of Directors shall not be less than two and more than twelve.

23. The Board of Directors will elect the Chairman of the Board.

24. The Directors need not hold any qualification shares in the Company.

25. Every Director shall receive out of the funds of the Company by way of sitting fees a sum to be decided by the Board of Directors for every Board meeting attended by him.

26. All cheques, promissory notes, drafts, hundies, bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn accepted endorsed or otherwise executed as the case may be by such person and in such manner as the board shall from time to time by resolution determine.

27. Subject to the provision of Section 314 of the Companies Act, 1956, the remuneration of Directors may be a fixed sum or by a percentage of the net profits or otherwise.

28. Subject to Section 297 and 299 of the Act, no Director shall be disqualified from his office from contracting with the Company nor shall any such contract entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided, nor shall any Director contracting or being so interested be liable to account to the Company for any profit realized by any such contract by reason only of such Director holding that office or of the fiduciary relations thereby established but it is declared that the nature of his interest must be disclosed by him/her at the meeting of the Directors at which the contract is determined, if his interest then exists or in any other case, at the first meeting of the Directors after he/she acquires such interest.

29. The Directors may appoint any person to be an alternate Director to act for a Director (hereinafter in this Articles called the original Director) during his absence for a period not less than three months from the State in which meetings of the Directors are ordinarily held, but such alternate Director shall, vacate office if any when the original Director returns to the State in which the meetings of the Directors are ordinarily held, subject to Section 313 of the Act.

30. The Company may, from time to time, by ordinary resolution increase or reduce the number of Directors within the limits specified in Article 21.

31. The Directors shall have the power, at any time and from time to time to appoint any person as a Director in addition to the existing Directors but so that the total number of Directors shall not at any time exceed the number fixed for Directors in these regulations Any Director so appointed, shall hold office only until the next following annual general meeting but shall be eligible thereof for re-election as Director.

32. The Company, may be ordinary resolution, of which special notice has been given in accordance with the provisions of the Section 190 of the Companies Act, 1956 remove any Director including the Managing Director, if any, before the expiration of the period of his office, notwithstanding anything contained in these regulations or an any agreement between the Company and such Director, such removal shall be without prejudice to any contract of service between him and the Company.

33. If the Director appointed by the Company in general meeting, vacates office as a Director before his term of office will expire in the normal course, the resulting casual vacancy may be filled up by the Board, at a meeting of the Board, but any person so appointed shall retain his office so long only as the vacating Director would have retained the same if vacancy had not occurred, provided that the Board may not fill such a vacancy be appointing thereto any person who has been removed from the office of Director under Article 32.

34. Subject to Section 58-A and 292 of the Act, in the event of Company borrowing any money from any financial corporation or institution of Government or any Government body or a collaborator, bank, person or persons or from any other source, while any money remains due to them or any of them, the lender concerned may have and may exercise the right and power to appoint from time to time, any person or persons to be a Director or Directors of the Company and the Directors so appointed shall not be liable to retire by rotation, subject, however, to the limits prescribed by the Companies Act, 1956. Any person so appointed, may at any time be removed from the office by the appointing authority who may from the time of such removal or in case of death or resignation of person, may appoint any other or others in his place. Any such appointment or removal shall be in writing, signed by the appointer and served on the Company. Such Director need not hold any qualification shares.

35. Section 283 of the Companies Act, 1956 shall apply, regarding vacation of office by Director. A Director shall also be entitled to resign from the office of Directors from such date as he may specify while so resigning.

X. MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

36. The Directors may, from time to time, subject to the provisions of Section 197-A and 314 of the Companies Act. 1956 appoint one or more of their body to the office of the Managing Director or Whole Time Director for such period and on such remuneration and other terms as they think fit and subject to the terms of any agreement entered into in any particular case, may revoke such appointment. His appointment will be automatically terminated if he ceases to be a Director.

37. A Managing or Whole Time Director may be paid such remuneration (whether by way of salary, commission or participation in profits of partly in one way and partly in other) as the Directors may determine.

38. The Directors, subject to Section 292 of the Companies Act, 1956, may entrust to and confer upon a Managing or Whole Time Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions, as they may think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw or alter or vary all or any such powers.

XI. PROCEEDINGS OF THE BOARD

39. The quorum necessary for the transaction of the business of Directors shall be two or one third of the total number of Directors whichever is higher, subject to Section 287 of the Companies Act, 1956.

40. A meeting of the Board of Directors shall be held at least once in every three calendar months and at least four such meetings shall be held in each calendar year. The Director may meet together for the discharge of the business, adjourn and otherwise regulate their meetings and proceedings they think fit.

41. Notice of every meeting of the Board of Directors of the Company shall be given in writing to every Director for the time being in India and/or abroad and at his usual address in India and/or abroad for every other Director.

42. A meeting of the Directors for the time being at which a quorum is present, shall be competent to exercise all or any of the authorities, powers and discretions by law or under the Articles and regulations for the time being vested in or exercisable by the Director.

43. The Managing Director or a Director may at any time or Secretary upon the requisition of Director, shall convene a meeting of the Directors.

44. The questions arising at any meeting of the Directors shall be decided by a majority or Votes, and in case of any equality of vote, the Chairman shall have a second or casting vote.

45. The Directors may elect a Chairman of their meeting and determine a period for which he is to hold office. If at any meeting the Chairman is not present within fifteen minutes of the time appointed for holding the same or is unwilling to preside, the Director present may choose one of their numbers to be the Chairman of such a meeting.

46. Subject to the provisions of Section 292 of the Act, the Directors may delegate any of their powers, other than the power to borrow and to make calls, to issue debentures and any other powers which by reason of the provision of the said Act cannot be delegated to Committees consisting of such member of members of their body as they may think fit, and they may from time to time revoke and discharge any such Committee either wholly or in part and either as to person or persons. Every Committee so formed, in exercise of powers so delegated, shall conform to any regulations that may from time to time be imposed on it by the Directors and all acts done by any such Committee in conformity with such regulations and in fulfillment of the purpose of their appointment but not otherwise shall have the like force and effect as if done by the Board.

47. A resolution not being a resolution required by the said Act or by these Articles to be passed at a meeting of the Directors, may be passed without the meeting of the Directors or a Committee of Directors provided that the resolution has been circulated in draft together with necessary papers, if any, to all the Directors or to all the members of the Committee then in India (not less than the quorum fixed for a meeting of the Board) or abroad at their usual addresses in India or abroad, and has been approved by such of the Directors as then in India or abroad or by a majority of such of them as are entitled to vote on the resolution.

48. All acts done by a person shall be valid, notwithstanding that it may be afterwards discovered that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provisions contained in the said Act or in these Articles, appointment has been shown to the Company to be invalid or to have terminated.

XII. POWERS OF THE DIRECTORS

49. Subject to Section 292 of the Act, the Director shall have the right to delegate any of their powers to such managers, agents or other persons as they deem fit and may at their own discretion revoke such powers.

50. The Directors shall have powers for the engagement and dismissal of managers, engineers, clerks and assistants and shall have power of general direction, management and superintendent of the business of the Company with full power to do all such acts, matters and things deemed necessary, proper or expedient for carrying on the business of the Company, and to make and sign all such contracts and to draw and accept on behalf of the Company all such bills of exchange, cheques, drafts and other Government papers and instruments that shall be necessary, proper or expedient, for the authority and direction of the Company except only such of them as by the Act or by these presents are expressly directed to be exercised by shareholders in the general meeting.

XIII. INSPECTION OF ACCOUNTS

51.     (i) The Board shall cause proper books of accounts to be maintained under Section 209 of the Act.

(ii) The Board shall also, from time to time, determine whether and to what extent and at what times and places and under what conditions or regulations accounts books of the Company or any of them, shall be open to the inspection of members not being Directors.

(iii) No member (not being a Director) shall have any right of inspecting any account book or document of the Company except as conferred by law or authorized by the Board or by the Company in general meetings.

XIV. SECRECY

52. Subject to the provisions of the Act, every manager, auditor, trustee, member of a committee, officer, servant, agent, accountant or other person employed in the business of the Company shall, if so required by the Board of Directors, before entering upon his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors or by any general meeting or by a law of country and except when required to do so by the Directors or by any general meeting or by the laws of country and except so far as may be necessary in order to comply with any of the Companies Act, 1956.

XV. BORROWING POWERS

53. Subject to the provisions of Section 58 A and 292 of the Companies Act, 1956, the Directors shall have the power, from time to time and at their discretion, to borrow, raise or secure the payment of any sum of money for the purpose of the Company in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or bonds of the Company or by mortgage or charge upon all or any of the properties of the Company both present and future including its uncalled capital for the time being.

XVI. OPERATION OF BANK ACCOUNTS

54. The Directors shall have the power to open Bank Accounts, to sign cheques on behalf of the Company and to operate all Banking Accounts of the Company and to receive payments, make endorsements, draw, and accept negotiable instruments, hundies and bills or may authorize any other person or persons to exercise such powers.

XVII. INDEMNITY

55. Subject to the provisions of Section 201 of the Companies Act, 1956, the Chairman, Directors, Auditors, Managing Directors and other officers for the time being of the Company and any trustees for the time being acting in relation to any of the affairs of the Company and their heirs, executor, administrator shall be indemnified out of the assets and funds of the Company from or against all suits, proceedings, costs, charges, losses, damages and expends which they or any of them shall or may incur or sustain by reason of any act done or committed in or about the execution of their duties in their respective offices except those done through their willful neglect or default. Any such officer or trustee shall not be answerable for acts, omissions, neglects or defaults of any other officer or trustee.

XVIII. WINDING UP

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

(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.

(iii) The liquidator may, with the like sanction, vest the whole or any party of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

XIX. THE SEAL

57.       (i) The Board of Directors shall provide a common seal for the purpose of the Company and shall provide for the safe custody of the same.

(ii) The seal shall not be affixed to any instrument except by the authority of resolution of the Board or of a Committee of the Board authorised by it in that behalf and except in the presence of at least one director and that one director shall sign every instrument to who the seal of the Company is so affixed in his presence. The share certificate will, however, be signed and sealed in accordance with Rule 6 of the Companies (Issue of Share Certificates ) Rules, 1960.

XX. BALANCE SHEET AND PROFIT AND LOSS ACCOUNT.

58. The Directors shall lay before each Annual General Meeting, the profit and loss account for the financial year of the Company and balance sheet made up to the end of the financial year only and audited by a qualified auditor under the provisions of the Act.

XXI. AUDIT

59. The first Auditors of the Company shall be appointed by the Board of Directors within one month after its incorporation who shall hold office till the conclusion of first annual general meeting.

60. At each Annual General Meeting of the company, the company shall appoint auditors to hold office from the conclusion of the Annual General Meeting to the next Annual General Meeting.

61. The directors may fill up any casual vacancy in the office of the Auditors.

62. The Company in the Annual General Meeting shall fix the remuneration of the Auditors except that remuneration of the first or any Auditors appointed by the Directors may be fixed by the Directors.

Name, description occupation and addresses of each subscribers
Signatures of subscribers
Name, address description, occupation and signature of witness or witnesses.

PLACE: New Delhi
DATED:…………..