Articles of Association

THE COMPANIES ACT, 1956 
[ COMPANY LIMITED BY SHARES ] 

ARTICLES OF ASSOCIATION OF 
       
 
     

1. Table A to Apply 
The regulations contained in the Table A, in Schedule 1 to the Companies Act 1956 shall apply to this Company, except in so far as the same are expressly or impliedly excluded or inapplicable to the Company by the regulations contained herein or by any special resolution of the Company or otherwise. 

2. Interpretation 
The headings hereto shall not affect the construction thereof in these articles, even if there is something in the subject or the context inconsistent herewith. 

The "Act" means the Companies Act, 1956 or statutory modification or re-enactment thereof for the time being in force.

The "Articles" means these Articles of Association as originally framed or as altered from time to time.

The "Seal" means the Common Seal for the time being of the Company. Unless the context otherwise requires, words or expressions contained in this regulations shall bear the same meaning as in the Act or any statutory modifications thereof.

Byelaws of the Company means Byelaws as framed by the Board of Directors and altered from time to time.

Words importing the singular number include plurals and pronouns indicating male include female.


3. The Company is Private Limited Company within the meaning of section 3(1)(iii) of the Companies Act, 1956. 

4. Capital 
The authorised share capital of the Company shall be as per paragraph V of the Memorandum of Association of the Company with power to increase or reduce the share capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, or such other rights, privileges or conditions as may be determined in accordance with the regulations of the Company and to vary, modify, abrogate any such rights, privileges of conditions in such manner as may be provided by the regulations of the Company and consolidate, sub-divide the shares and issue shares of higher or lower denomination. 

SHARE CAPITAL 
5. Division of Capital 
The Authorised Share Capital of the Company shall be as per paragraph V of the Memorandum of Association of the Company with powers to increase or reduce to Share Capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred or such other rights, privileges or conditions as may be determined in accordance with the regulations of the Company and to vary, modify abrogate any such rights, privileges of conditions in such manner as may be provided by regulations of the Company and consolidate or sub-divide the shares and issue shares of higher or lower denomination. 

6. General Authority 
Wherever in the Companies Act, 1956 it has been provided that the Company shall have any right, privilege or authority if, or that the Company can not carry out any transaction unless, the Company is so authorised by its Articles, these Articles hereby authorise and empower the Company to have such rights, privilege or authority and to carry out such transaction as have been permitted by the Companies Act, 1956. 

7. Shares at the disposal of Directors 
The shares shall be under the control of the Directors who may allot or otherwise dispose of the same or any of them to such persons, in such proportions and on such terms and conditions and at par at, premium or at discount [subject to the provisions of the Act] as they may from time to time think proper. 

8. Calls 
The Directors may, from time to time, make calls upon the members in respect of any money unpaid on the shares in any manner, as they deem fit. 

9. Power to issue shares at Discount 
With the previous authority of Company in General Meeting and the sanction of the Company Law Board and upon otherwise complying with the provisions of Section 79 of the Act, it will be lawful for the Directors to issue at a discount, shares of a class already issued. 

10. How far new shares to rank with shares in the original 
Except as otherwise provided by the conditions of issue or by these presents, any capital raised by creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and installments, transfer and transmission for future, lien, voting rights and otherwise. 

11. First named person deemed sole holder 
If any share stands in the names of two or more persons, the person first named in the Register of Members shall as regards voting at meetings, service of notice and all or any matters connected with the Company, except the transfer of share and any other matters herein otherwise provided, be deemed to be sole holder thereof but joint holders of the shares shall be severally as well as jointly liable for the payment of all deposits, installments and calls due in respect of such shares and for all incidents thereof according to the Company's regulations. 

12. Directors may allot shares for consideration other than cash 
The Board may issue and allot shares in the Capital of the Company as payment or part payment for any property sold or transferred, goods or machinery supplied or for service rendered to the Company in or about the conduct of the Company's business and shares to be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid up shares. 

13. Liability of Members 
Every member or his heirs, executors, administrators, assigns or other representatives shall pay to the Company the portion of the capital represented by his share or shares which may for the time being remain due and unpaid thereon in such amounts, at such time or times and in such manner as the Board shall from time to time in accordance with the Company's regulations require the payment thereof and so long as any money remain due, owing and unpaid to the Company by any member on any account, such member shall not be entitled at the option of the Board, to exercise any rights or privileges. 

TRANSFER AND TRANSMISSION OF SHARE 
14. Restriction on transfer of share 
Save as herein after provided no share shall be transferred to a person who is not a member of Company so long as any Member or any person selected by the Directors as one whom it is desirable in the interest of the Company to admit to membership is willing to purchase the same at the fair value. 

15. Directors discretion to decline registration of any transfer 
The Directors may at any time in their absolute and uncontrolled discretion and without assigning any reason whatsoever, decline or acknowledge any proposed transfer of shares and their power or discretion to refuse such transfer shall not be affected by the fact that the proposed transferee is already a registered member of the Company. Without prejudice to the generality of the aforesaid power, the Directors may in particular so decline in any case in which the Company has a lien upon the shares [or any of them] or whilst any shareholder executing the transfer is either alone or jointly with any person or persons indebted to the Company on any account whatsoever, or whilst any moneys in respect of the shares desired to be transferred [or any of them] remain unpaid or unless the transferee is approved by the Board. The registration of the Transfer shall be conclusive evidence of the approval of the transferee by the Board. 

16. Transfer of shares how to be made 
Except where the transfer is made pursuant to Article 20, the person proposing to transfer any share [hereinafter called proposing transferor] shall give notice in writing [Hereinafter called the Notice] to the Company that he desires to transfer the same. Such notice shall specify the sum he fixes as the fair value of the shares, and shall constitute the Directors as agent for the sale of the shares to any member of the Company or person selected as aforesaid willing to purchase the shares [hereinafter called the Purchasing Member] at a price so fixed or at the option of the purchasing member at the fair value to be fixed in accordance with Article 17 hereinafter appearing. A transfer notice may include several classes and in such case it would operate as if it were a separate notice of each share. A transfer notice shall not be revoked except with the sanction of the Directors. 

17. Shares comprised in the transfer notice how to be dealt 
Except where the transfer is made pursuant to Article 20, the shares comprised in any transfer notice shall be dealt with as under:

[a] The Board shall forthwith give notice to all the members of the Company and specify the price of the shares to be sold and invite each of them to state in writing within 7 days from the date of the said notice whether he is willing to purchase any and if so what maximum number of the said shares.

[b] After the expiration of said 7 days the Board shall allocate the said share comprised in the transfer notice to or amongst the members or member who shall have expressed their or his willingness to purchase as aforesaid, but so that in case of competition, they shall rank for acceptance pari passu in proportion to shares held by them and if any shares cannot be apportioned, such shares shall be offered to them in order determined by lot, and directors shall cause such lots to be drawn accordingly.

[c] If shares are not taken up by the person to whom they are offered in accordance with the foregoing provisions and the Company finds a purchasing member within the space of three months after the expiration of the said 7 days it shall give notice thereof to the purchasing member and proposing transferor who shall be bound upon payment of fair value as fixed in accordance with Article 17 hereof to transfer the shares to such purchasing member or members.


18. Fair value of the shares to be fixed by the Auditor 
The fair value of the shares shall be the fair value fixed by the Directors. If the purchasing member wants that the fair value of the shares notified for the transfer shall be fixed by the Auditor of the Company, the Directors shall refer the matter to the Auditors of the Company and Auditors shall certify in writing the sum which in their opinion is the fair value and while so certifying, the Auditors shall be considered to be acting as experts and not as arbitrators and accordingly the provisions of the Indian Arbitration Act shall not apply. 

19. Procedure when proposing transferor makes default in transferring 
[1] In any case were the proposing transferor after having become bound as aforesaid makes default in transferring, the Directors may receive the purchase money and the proposing transferor shall be deemed to have appointed any one Director or the Secretary of the Company as his agent to execute transfer of shares to the purchasing members, and upon the execution of such transfer, the Company shall hold the purchase money in trust for proposing transferor. The receipt of the Company for the purchase money shall be a good discharged to the purchasing member and after his name being entered in the Register of Members in purported exercise of the aforesaid power, the validity of the proceedings shall not be questioned by any person.

[2] If share Certificate/Certificates in respect of the shares transferred as mentioned above is/are not delivered to the Company by the former holder of such share/shares, the Directors may issue new Certificate/s for such share/shares distinguishing it in such manner as they may think fit from the certificate/certificates not so delivered.


20. Right of the proposing transferor when the Company does not find a purchasing member 
If the Directors shall not within the space of the said three months find an purchasing member after giving notice in the aforesaid manner, the proposing transferor shall at any time within three months afterwards be at liberty subject to Article 14 hereof to sell and transfer the shares to any person and at a price not less than the fair value as fixed in accordance with Article 17 hereof. 

21. Registration of transfer not to apply for certain transfer 
Subject to the power of Directors in this behalf as mentioned in Article 14 hereof, any share may be transferred by a member to his spouse or lineal descendants, the restrictions in the preceding Articles hereto shall not apply to any transfer made by virtue of this Article. 

22. Directors right to transfer shares of deceased members 
Any person becoming entitled to any share in consequence of death or insolvency of any sole holder thereof or in any way otherwise than by transfer upon producing such evidence of his title thereto may, with the consent of directors [which they shall not be under any obligation to give] be registered as a member in respect of such shares, provided the Board shall have the right to decline registration as it would have had if the deceased or insolvent member had transferred the shares before his death or insolvency. 

23. Directors may call for transfer of the shares of the deceased 
[a] If any member dies, the Board may call the heirs or the executors or the administrators of such deceased member to transfer the shares of the deceased to some person to be approved by the Board at the fair value of the shares and if the heirs or the executors or the administrators do not comply forthwith such requisition, they shall be deemed to have served to the Company with a transfer notice under Article 15 and the provisions of that Article and the subsequent Articles shall thereon operate.

[b] On the death of any joint holders, the survivor or survivors of them shall be the only person or persons recognised by the Company as having any title to the shares but the Directors may require such evidence of death as they may think fit and nothing herein contained shall be deemed to release estate of the joint holder with any other persons. 

[c] The executors or administrators of deceased members shall be the only person recognised by the Company as having any title to his shares and the Company shall not be bound to recognise such executors or administrators or other legal representation as the case may be from a duly constituted Court in India. Provided nevertheless that it shall be lawful for the Directors in its absolute discretion to dispose with production of probate or Letter of Administration or such other legal representation upon such terms as to indemnity or otherwise as the directors may deem fir.


24. Provisions to apply to debentures 
The provisions of these Articles for transfer and transmission of shares, shall mutatis mutandis apply to the transfer or transmission of any debentures of the Company. 

LIEN 
25. Lien on Shares 
The Company shall have a first and paramount lien upon all the shares registered in the name of each member and upon the proceeds of sale thereof for his debts, liabilities and engagements solely or jointly with any other person to or with the Company whether the period of payment, fulfillment or discharge thereof shall have actually arrived or not and such lien shall extend to all dividends from time to time declared in respect of such shares, unless otherwise agreed. The registration of transfer of shares shall operate as waiver of Companys lien if any, on such shares. The Directors may at any time, declare any shares to be wholly or in part exempt from the provisions of this Article. 

DIRECTORS 
26. Number of Directors 
Unless otherwise decided, the number of the Directors shall not be less than two nor more than twelve including Nominee Directors and also Alternate Directors. 

27. First Directors 
The First Directors of the Company are:
1. SHRI VENKAT KRISHNAN NATARAJAN
2. SHRI NATARAJAN NARAYANSWAMY


28. Alternate Director 
a. The Board may appoint an alternate Director to act for a Director (hereinafter in this Article called the Original Director) during his absence for a period of not less than three months from the State in which the meetings of the Board are ordinarily held.

b. An alternate Director appointed under Clause (1) shall vacate office, if and when the original Director returns to the State in which meetings of the Board are ordinarily held.

c. If the terms of office of the original director are determined before he so returns to the State aforesaid, any provisions for the automatic reappointment of retiring Directors in default of another appointment shall apply to the original and not to the alternate Director.


29. The Board of Directors may empower debenture holders or any finance or credit corporation or any collaborator or central or any state government to appoint one or more Directors the Company, but so that the number of such Directors and Managing Directors shall not exceed in the aggregate 1/3 rd of the total number of Directors for the time being in force. Such Directors shall not be liable to retire by rotation. 

30. Directors may act notwithstanding vacancies 
When the number of Directors in office falls below the minimum hereinabove fixed, the Directors shall not except in emergencies or for the purpose of filling of vacancies or for summoning a General Meeting of the Company, act so long as the number is below the minimum and they may so act notwithstanding the absence of the necessary quorum. 

31. Qualification Shares 
A Director shall not be required to hold any shares in the Capital of the Company as qualification for being appointed as a Director. 

32. Directors may contract with Company 
Subject to the restrictions imposed by Sections 292, 293, 294, 295, 297, 300, 314, 370 and 372 of the Companies Act, 1956, no Director, Managing Director or other officer or employee of the Company shall be disqualified from his office by contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director, Managing Director, Officer or employee shall be in any way interested be avoided nor shall the Director, Officer or employee so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only on such Director, Managing Director, Officer or employee holding that office or of the fiduciary relation thereby established but the nature of his or their interest must be disclosed by him or them in accordance with and in the cased mentioned in Section 299 of the Companies Act, where that Section be applicable. 

33. General powers of the Company vested in Directors 
Subject to the provisions of the Act, the management of the business of the Company shall be vested in the Directors and the Directors may exercise all such powers and do all such acts and things as the Company is by the Memorandum of Association or otherwise authorised to exercise and do and are not hereby or by the provisions of the Companies Act, 1956 or any other law or otherwise directed to be exercised or done by the Company in the General Meeting. 

34. Restrictions of certain sections of the Act to apply 
The restrictions contained in Section 292, 293, 294, 295, 297, 299, 300, 370 and 372 shall be observed in regard to matters therein mentioned so far as the same be applicable to the Company. 

35. Fees of Directors 
a. The fees payable to the Directors for attending the meeting of the Board of Directors or committee constituted by the Board shall be decided by the Board of Directors of the Company from time to time in accordance with the limits as may be prescribed by the Central Government, from time to time under the proviso to Section 310 of the Companies Act, 1956. The Chairman may be paid higher fees than the other Directors within the overall maximum limit.

b. Subject to the relevant provisions of the Act and in addition to the remuneration provided for and permissible under Section 309 of the Act any director if called upon to perform extra services or make special exertion or efforts (which expression shall include work done by a director as a Member of any Committee formed by the Directors or going out of his usual place of residence or abroad or residing abroad or otherwise for any of the purposes of the Company), may be paid special fees board may arrange with such Director for such special fees such extra services or special exertions or efforts either by fixed sum or otherwise as may be determined by the board, and such fees may be either in addition to or in substitution for fees above provided.

c. The Directors shall also be paid all expenses incurred by them such as travelling, hotel and other incidental expenses for the purpose of attending any Meeting of the Board or Committee of Directors or any General Meeting of the Company or for the activity of the Company.


MANAGEMENT 
36. Managerial personnel 
Subject to the provisions of law the Company may appoint Managing Director/s or Manager and entrust the whole or part of the management of the Company to him or them, but in doing so the Company shall duly observe provisions of Section 197-A of the Companies Act, 1956 regarding prohibition of simultaneous appointment of different categories of managerial personnel. 

37. Appointment of Managing Director/s 
The Directors may from time to time, appoint one or more of their body to be Managing Director/s of the Company, for fixed term not exceeding five years for which he is or they are to hold such office and may from time tome (subject to the provisions of any contract between him or them and Company) remove or dismiss him or them from office and appoint another or others in his or their place or places. 

38. Managing Director/s not liable to retire by rotation 
A Managing Director shall not while he continues to hold that office, be subject to retirement by rotation and he shall not be reckoned as a Director for the purpose of determining the rotation of retirement of Directors or in fixing the number of Directors to retire but he shall be subject to the same 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 he ceases to hold the office of Director form any cause. 

39. Fees of Managing Director/s 
The remuneration of a Managing Director, shall subject to the provisions of any contract between him and the Company from time to time, be fixed by the Directors in accordance with and within the limits prescribed by law and may be by way of fixed salary or commission on profit of the Company and he may be paid any gratuity, pension or allowance on retirement and may be given the benefit of any provident fund or bonus or allowance or any perquisites or benefits. 

40. Powers of Managing Director 
The Directors may from time to time entrust to and confer upon a Managing Director or the Managing Directors for the time being such of the powers exercisable by them as they may think fit and may confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions as they think fit and they may confer such powers either collaterally with or to the exclusion of, and in substitution for, all or any of the powers or the Directors in that behalf, and may from time to time revoke, withdraw, alter, or vary all or any of such powers. 

41. Compensation for loss of office 
Payment may be made by the Company to the Managing Director or Directors by way of compensation for loss of office or as consideration for retirement from office or in connection with such loss or retirement only as permitted by Sections 318 to 321 of the Companies Act, 1956, or other relevant provisions of law for the time being in force. 

42. Reappointment of Managing Director/s 
The Board or Directors of the Company may subject to the provisions of the Companies Act, 1956, from time to time reappoint, re-employ, or extend the term of office of all or any of the Managing Directors for a period not exceeding five years on such occasion provided that no such reappointment, re-employment or extension shall be made earlier than two years from the date on which it has to come into force, 

43. Chairman not to vacate chair 
The Chairman of a meeting shall not be required to vacate the chair at the time of transaction of any business in which he is or might be deemed to be interested including his own election or appointment. 

MISCELLANEOUS 
44. The seal, its custody and use 
The Directors shall provide a Common Seal for the purpose of Company, and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof and the Directors shall provide for the safe custody of the Seal for the time being, and the Seal shall never be used except by or under the authority of the Directors or a Committee of the Directors previously given and in presence of one Director at the least, who shall sign every instrument to which the Seal is affixed and every such instrument shall be countersigned by the Managing Director or such other officer of per so as the Directors may from time to time resolve; provided that such countersignatures shall not be necessary were the instrument is in favour of the Managing Director is a party to it. 

45. Secrecy clause 
Subject to the provisions of the Act, no member shall be entitled to visit or inspect any works of the Company without the permission of the Directors to require discovery of or any information respecting any detail of the Companys business or trading, or any other matter which is or may be in the nature of a trade secret, mystery of trade or secret process or which may relate to the conduct of the business of the Company and which, in opinion of the Directors will be inexpedient in the interests of the Members of the Company to communicate to the public. 

46. Directorsand others right to indemnity 
Subject to the provisions of Section 201 of the Act, the Managing Director and every Director of the Company and every employee of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses (including travelling expenses) which such Managing Director, Director, Manager, Secretary and other Officer or employee may incur or become liable to by reason of any contract entered into or act or deed done be him as such Managing Director, Director, Manager, Secretary, Officer or employee or in any way in the discharge of his duties and the amount for which such indemnity if provided, shall immediately attach as a lien of the property of the Company and have priority between the members over all other claims. 

47. Directors and other officers not responsible for acts of others 
Subject to the provisions of Section 201 of the Act, no Director, Managing Director, or other Officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, Company or corporation, with whom any moneys, securities, or effects shall be entrusted or deposited or for any loss occasioned by any error of judgment or oversight on his part or for any other loss or damage or misfortune whatsoever, which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own dishonesty. 

48. Registers 
The Company shall keep such registers, books of account, minute books and documents as are required by law to be kept at such place or places as the Directors may from time to time. 

49. Compliance with law 
The Company shall observe and comply with provisions of the Companies Act, 1956, and all the rules and regulations made there under, in so far as they are compulsory and applicable to the Company.