Jammu and Kashmir

Small Scale Industries

Development Corporation Limited

Jammu

Memorandum and Articles

Of

Association

Jammu and Kashmir Small Scale Industries

Development Corporation Limited

Jammu

Memorandum and Articles

Of

Association

1

Registrar of Companies Jammu and Kashmir

FORM I.R

Certificate of Incorporation

No. 409 of 1975-76

I HEREBY CERTIFY THAT JAMMU AND KASHMIR SMALL SCALE

INDUSTRIES DEVELOPMENT CORPORATION LIMITED is this

dayincorporated under the Company's Act, 1956 (No.1 of 1956) and that

the Company is Limited.

Given under my hand at SRINAGAR this TWENTY-EIGHTH day of NOVEMBER

SEVENTH AGRAHAYANA

One thousand nine hundred and Seventy-Five. One thousand eight hundred and Ninety-Seven.-Saka.

Sd/-J.N.Kaul. Registrar of Companies, Jammu and Kashmir.

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GOVERNMENT OFJAMMU AND KASHMIR INDUSTRIES AND COMMERCE DEPARTMENT

Subject: Constitution of Board of Directors J&K Small Scale Industries Development

Corporation Ltd. (SICOP).

Government order No. 558-Ind. Of 1975 Dated 14-12-1975

In pursuance of provisions of Article should be 76 (a) of the Articles of Association

of J&K Small Scale Industries Development Corporation Ltd. (SICOP), the government hereby

appoint the following to be the Directors or the Board of Directors of the said company with the immediate effect:

1. Minister for Industries and Commerce Director 2. Shri Saif-ud-din Dar, MLA Nanil Anatnag Director 3. Shri Nand Kumar Vaid of Sunderbani Director 4. Commissioner for Planning and Development Director 5. Commissioner for Industries and Development Director 6. Secretary of Govt. Finance Deptt Director 7. Secretary to Govt. Industries and Commerce Deptt . ............ Director 8. Managing Director, J&K State Financial Corporation ............ Director 9. Managing Director, J&K State Industries Development

Corporation Director 10. Representative of Development Commissioner, SSI,

Govt. of India Director 11. Sh. Mohd Amin Tramboo of Chamber of Commerce, Srinagar. Director

12. Sh. O.P. Modi of Small Scale Industries Association,Jammu Director 13. Sh. Hamid-ullah Khan, Managing Director, Smal lScale

Industries Development Corporation Director

The Minister of Industries and Commerce will also be the chairman of the said Board of

Directors

By the order of Government of Jammu and Kashmir.

(Sd.) Ashok Jaitly Secretary of Govt.

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MEMORANDUM OFASSOCIATION OF

JAMMU AND KASHMIR SMALL SCALE INDUSTRIES-DEVELOPMENT

CORPORATION LIMITED

I. The name of the company is "Jammu and Kashmir Small Scale Industries Development

Corporation Limited". II. The registered office of the company will be situated at Jammu. III. The objects for which the company is established are:

(A) The main objects of the company to be perused by the company on its incorporation.

(1) To aid, counsel, assist. Finance, protect and promote the interest of the small of the

small scale industries in the State of Jammu and Kashmir, whether owned or run by

Government, statutory body, company, firm or individuals and to provide them with

capital, credit means, resources and technical and managerial assistance for the

prosecution of their work and business., to enable them to develop and improve their

methods of manufacture, management and marketing and technique and production.

(2) To undertake procurement and distribution of various raw materials, whether

imported or indigenous allocated by the Government of India to Directorate of

industries. J&K or through Mineral Metals Trading Corporation of India and State

Trading Corporation of India or any other agency for supply to the small scale

industries on the prices fixed by Corporation. Besides, the Government allocations,

the corporation may arrange to procure the raw materials available in short supply in

the country for distribution of the bonfire small scale actual users whether for the

supply of end products in the home market or for export purposes.

(3) To acquire and undertake the control and managerial and material Depots from the

J&K Industrial Development Corporation for effective and speedy supply of

industrial raw materials, finished or semi-finished products to the small industries

units.

(4) To work as stockiest in the State for iron and steel nonferrous material chemicals etc.

and supply them to the industrial units in accordance with the prevailing rules,

practices and orders and orders of the State / Central Government.

(5) To operate upon import licence / release orders issued to the small scale industries

and club them together for placing indents of the foreign or indigenous suppliers and

get the raw materials, components, spares imported and to arrange to deliver the

material to such licence holders / release order holders of predetermined service

charge to enable the small scale units of J&K to utilize small value licence I release

orders.

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(B) Ancillary or accidental objects to the attainment of the main objects: (1) To establish and maintain trade centre (s), to serve as a clearing House for dissemination of

information regarding small scale industries and for the purpose of display or exhibition of their

products and to maintain liaison between the small scale industries of J&K and the interested

buyers and to do all such acts for execution and implementation of such contracts and orders.

(2) To establish and maintain export house (s) to promote export trades and participate in export

trade for the benefit of small-scale industries.

(3) To undertake and provide marketing facilities to the small scale industries of J&K.

(4) To acquire lands, to develop these suitably by providing communications, power supply, water

supply and other facilities at places determined by the company and make them available on

such terms and conditions as may be agreed upon to any individual firm company association or

concern for the purpose of establishing new small scale industries or for the purpose of shifting

the existing small scale industries form any non focal point area and to take over or establish

administer industrial estates in J&K.

(5) To effect co-ordination between large industries and small industries by suitable methods,

enabling small industries to manufacture satisfactorily such parts, accessories, ancillaries and

components and other articles as may be required by large industries.

(6) To promote and operate schemes for the small industries development in J&K and for that

purpose to prepare and get or to launch investigations and studies feasibility reports, detailed

project reports, market studies, statistics and other relevant information for the establishment of

any industrial undertaking and to promote and establish companies and associations for the

execution of such industrial projects. To plan, formulate and execute projects, in particular for

setting up industries in the lines of production which are important in the opinion of company

for the small industries development of J&K and to run these industries and pause them on to

interested entrepreneurs on turn-key basis after break-even point has reached. (7) To guarantee to the National Small Industries Corporation, in respect of moneys to be paid by an

entrepreneur to the National Small Industries Corporation under the scheme for the hire

purchase of machinery on such conditions, as may be prescribed for the purpose.

(8) Subject to provisions of the companies Act, to direct the management, control and supervision

of any company association, firm or concern by nominating director, controllers supervisors,

advisors or otherwise, or to collaborate with any company or association or firm or concern

formed for carrying on any manufacturing or other business within the objects of the company.

(9) To promote and operate schemes as per the state policy for the dispersal of the

small-scale industries in a manner conducive to the balanced regional development of the

various parts of the state.

(10) To enter into arrangement with govt. of India, state govt. or any other government of state,

or local authority for the purpose of carrying out the objects of the company or furthering its

interests and to obtain from such govt. or Authority or person any charters, subsidize, loans,

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indemnities, grants contracts, licenses, rights concessions privileges or immunities which the

company may think it desirable to obtain an exercise or to comply with any such arrangements,

rights, privileges and concessions.

10 (A) To establish the Information Technology Wing with all latest technology modules related to

the field for smooth functioning of the Corporation and also extend and obtain orders, licenses,

contracts from government and Public Sector Undertakings of both State & Central Government

in order to increase the profitability of the Corporation.

(11) To procure capital for or to provide machinery equipment and other facilities to any

company, person and association, for the purpose of carrying into effect any objects connected

with the small industrial development of J&K on the pattern as already laid down by the state of

J&K through administrative orders issued by the industries and commerce department.

(12) To seek for and secure openings for the employment of capital in J&K and elsewhere and

with a view their to prospect, inquire, examine, explore and test, and to dispatch and employee

expeditions, commissioners, experts and other agents.

(13) To enter into contracts with, and take up indents from the Government of India and State

Government in the Union of India and Corporation and other subsidiaries and branches and from

any agency or officer thereof having the necessary powers, for fabrication manufacture,

assembly and supply of goods, materials, articles and equipments of every descriptions and to

arrange for the performance of such contracts and indent by sub-contracting them to or placing

orders in respect thereof with small industries or others for the fabrication, manufacture,

assembly or supply of such goods materials, articles or equipment or parts thereof, servicing or

processing in connection there with or such managerial services as may be necessary for the due

performance of such contracts and indents, and to have the goods, materials, articles and

equipments fabricated, manufactured, assembled and supplied.

(14) To establish and maintain quality control, testing and common facility center

(s) for ensuring standard quality of industrial products and providing such facilities that may be

required for the purpose and subscribe or to subsidize or become member of training

institutions, research laboratories, research institutions and experimental workshop for scientific,

technical research and experiments.

(15) To certify to the appropriate Government officers with respect to the competency, as to

capacity and credit, of any small industrial concern or group of such concerns to perform any

specific government contract.

(16) To obtain from any government or other agency such reports concerning the giving of

contracts and sub-contracts and making of loans to business concerns as may be deemed

necessary for carrying out aforesaid objects.

(17) To grant or guarantee or recommend the grant of loans to small industries, to which sub-

contracts are given or orders are issued as aforesaid, in order to enable them in carrying out the

sub-contracts or orders, to finance plant construction, conversion or expansion, including the

acquisition of lands, or to finance the acquisition of equipment, facilities, machinery suppliers or

materials or to supply such concerns with working capital to be used in the manufacture of

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articles, equipment, suppliers or materials under contract to government or to this company, to

provide them with such financial, technical, managerial and other assistance as may be deemed

necessary for the purpose of enabling them to execute and carry out the sub-contracts and orders

adequately and according to specification and to ensure satisfactory production by all necessary

instructions, assistance, inspections and supervision.

(18) To promote and establish such companies, associations, advisory boards and other suitable

bodies as may be deemed necessary in order to carry out aforesaid objects effectively

(19) To procure capital or financial assistance or accommodation for or provide machinery,

equipment, technical and managerial assistance, information, instruction, inspection, supervision

and other facilities to any company, person, or any association for the purpose of carrying into

effect any of the aforesaid objects.

(20) To Manufacture, buy, sell, import, export, install work and generally deal in any plant,

machinery, substances, tools, materials, goods or things of any description which in the opinion

of the company, may be conveniently dealt with by the company in connection with any of its

objects.

(21) To enter into any partnership or arrangement for joint working in business, sharing of

profits, pooling of any industrial undertaking, joint venture or reciprocal concession or

amalgamation with any other company, firm or person, carrying on or engaged in any

manufacturer or business within the objects of this company or similar thereto.

(22) To establish, promote, subsidize and otherwise assist any company or companies, syndicate

or other concern for the purpose of setting up any small industry.

(23) Generally to purchase, takes on lease or in exchange, hire or otherwise acquire any real and

personal property and any rights or privileges which the company may think necessary or

convenient for the purpose of its business and in particular any land, buildings, easements,

machinery, plant, and stock-in trade.

(24) To sell, dispose of by way of lease or on hire or otherwise transfer business, property and

undertakings of the company or any part thereof for cash, stock or shares of any other company

or for any other consideration which the company may deem fit to except for the attainment of

its objects.

(25) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn

to account or otherwise deal with deal with all or any part of the property and rights of the

company.

(26) To accept stop or shares in, or the debentures, mortgage debentures or other securities of

other company in payment or part payment for and services rendered or for any sale made to or

debt owing from any such company.

(27) To carry on other trade or business (whether manufacturing or otherwise) which may seem

to the company capable of being conveniently carried on in connection with the above or

calculated directly or indirectly to enhance the value of or render profitable any of the

company's property or rights.

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(28) To acquire and undertake the whole or any part of the business, property and liabilities of

any person or company carrying on any business which the company is authorized to carry on or

possessed of property suitable for the purposed of property suitable for purpose of this company.

(29) To pay all costs, charges and expenses incurred or sustained in or about the promotion and

establishment of the company, or which the company shall consider to be in the nature of

preliminary expenses including therein the cost of advertising commissions, for under-writing,

brokerage, printing and stationary and expenses attendant upon the formation of agencies.

(30) To construct, maintain and alter any building or works, necessary or convenient for the

purpose of the company.

(31) To apply for to take Out purchase or otherwise acquire any trade mark, patents, patent-

rights, inventions, copyrights, designs or secret processes, which may be useful for the

company's objects and to grant license, to use the same and to work, develop, carry-out, exercise

and turn to account the same and adopt such means of making known the business and products

of the company or of any company in which this company is interested as it may deem

expedient and in particular by advertising in newspapers, magazines, periodicals, by circulars,

by purchase and exhibitions, by publication and distribution of books and periodicals, calendars,

almanac (s) and diaries, by distributing samples and by granting prices and donations.

(32) To make, draw, accept, endorse, discount, execute, issue and negotiate, che4ues, bills of

exchange promissory notes, debentures and other negotiable or transferable instruments.

(33) To borrow or raise or secure the payment of money in such other manner as the company

shall think fit and in particular by the issue of debentures, debenture bonds, or debenture stock,

perpetual or other wise, mortgage or any other securities charges or based upon the undertaking

of the company or any part of its property both present and future including is uncalled capital

and rights of the company or without any such security, and upon such terms as to priority or

otherwise, and generally to borrow money in such manner as the company shall think fit but the

company shall not do any banking business as defined under Banking Regulations, 1949.

(34) To receive grants, loans, advances or other money or deposit or otherwise, from the Central

Government or State Governments, Banks, Companies, Trusts or individuals with or without

allowances of interest thereon.

(35) To lend money to such persons or company and on such terms as may seem expedient, and

in particular to customers and others having dealings with the company, and to guarantee the

performance of contracts by such persons or companies.

(36) To invest and deal with the moneys of the company not immediately required in such

manner, other than in the shares of the Company, as may from time to time be determined.

(37) To acquire by subscription purchase or otherwise and to accept and take, hold and sell,

shares or stock in any company, society or undertaking the object of which shall either in whole

or impart, be similar to those of the company such as may be likely, directly or indirectly, to

promote or advance the interests of the company.

(38) To establish, maintain, subscribe to or subsidize or become member of training institutions,

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research laboratories research institutions and experimental workshops for scientific and

technical research and experiment.

(39) To provide for the welfare of the persons in the employment of the Company, and the wives,

widows and families of such persons, by establishing provident or other funds by grants of

money, pensions and other payment, and by providing or subscribing to place of instruction and

recreation and hospitals, dispensaries, medical and other attendance as the Company shall think

fit, and do to subscribe money to or for and otherwise help any charitable or benevolent object

or any exhibition or any public show or useful object.

(40) To establish and regulate branches or agencies of the Company at any place in India or

elsewhere and discontinue the same.

(41) Generally to do all such other matters and things as may appear to be incidental or

conductive to the attainment of the above objects or any of them or consequential upon the

exercise of its powers of discharge of its duties.

(42) To create any depreciation fund, reserve fund, sinking fund, insurance fund or any special or

other fund whether for depreciation or for repairing, improving, extending or maintaining any of

the property of the Company or for redemption of debentures or re-deemable preference shares

or for special dividends or for equalizing dividends for any other purpose whatsoever and to

transfer any such fund thereof to any of the funds herein mentioned.

(43) To employ or pay experts, 'foreign consultants' etc. in connection with the

planning and development of all or any of the business connected with the

Company's operations.

(44) To appropriate, use or let out land belonging to the Company for streets, park

pleasure grounds, allotments and other convenience and to present any such land so

laid out to the public or to any persons or Company conditionally or

unconditionally as the company thinks fit. (c) The other objects not included in A & B above: (i) To apply for, tender purchase otherwise acquire contracts and concessions for,

or in relation to the contractions, execution, carrying out equipment, improvement,

management, administration or control of works and conveniences and to undertake,

execute, carry out, dispose of or other wise turn to account the same and to execute

infrastructure and Civil Deposit Works of Central/State/Semi-Government Agencies. (ii) To invest the capital of the Company in, or to deal with shares, stocks, bonds,

debentures, obligations and other securities of any company or association formed for

establishing, executing or working of any industrial undertaking approved by the company.

(iii) To issue or guarantee, the issue of or the payment of interest on the shares,

debentures, debenture stock, or other securities or obligations of any company or

association, and to pay or provide for brokerage, commission and underwriting in respect

of any such issue. (iv) The liability of members is limited. (v) The share capital of the company is Rs.5 crores (Rupees Five Crores) divided in

to 5 lac ( Five lac) equity shares of Rs. 100/- (one hundred) each with power to increase or

reduce the capital, to divide the shares into capital for the time being into several classes

and to attach, there to respectively preferential, deferred, qualified or special right

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privileges or conditions as may be determined by or in accordance with the regulations of

the company and to vary, modify or abrogate any rights, privileges or conditions in such

matter as may for the time being be provided for the regulations of the company and to

consolidate or sub-divided the shares and issue shares of higher or lower denomination .

We, the persons whose names and address, descriptions and occupations are subscribed

below are desirous of being formed into a company in pursuance of this memorandum of

association and we respectively agree to take the number the shares in the capital of

company set opposite our respective names.

Names ,address descriptions and No. of shares taken Signature Of Names, addresses description

occupation (if any) Of by each subscriber subscriber. and occupation if any of

subscribers. Witnesses

1 2 3. 4

1. Shri Ashok Jaitly, lAS I Equity Share Sd/- Sd'- N. R. Gupia, Dy. Secy

Secretary J&K Govt. Industries I & C Deptt.

& Commerce Deptt.

2. Sh. A. M. Lankar Secretary to I Equity Share Sd'- Sd/- R. K. Sadhu Under

J&K Govt Finance Department Secretary Finance Department

Place : Jammu

Date : 21/11175

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ARTICLES OF ASSOCIATION OF

JAMMU AND KASHMIR SMALL SCALE INDUSTRIES DEVELOPMENT CORPORATION LIMITED

Unless the context otherwise requires, words or expressions contained in these Articles shall

bear the same meaning as in the Act or any statutory modification thereof in force at the date at

which the Articles become binding on the company.

The marginal rotes hereto shall not effect the construction hereof and in these presents,

unless there be something in the subject or context inconsistent there with:

INTERPRETATION

"The Company" means Jammu and Kashmir Small-Scale Industries

Development Corporation Limited.

'The Act' means the companies Act 1956 (Central Act of 1956) and all the rules

made there under.

"The Government" means the Government of Jammu and Kashmir. 'Capital'

means the capital for the time being raised or authorized to be raised for the purposes of the

company.

'Shares' means the shares or stock into which the capital is divided and the interest

corresponding with such shares or stock.

'The Director' means the Director for the time being of the Company.

'The Board of Director' or the Board means the Board of Director for the time being

of the company.

'The Chairman' means the Chairman of the Board of Director for the time being of

the company.

'The Office' means the registered office for the time being of the

company.

'The Register' means the Register of Members to be kept pursuant to section 150 of

the Act.

'Month means Calendar month.

'Seal' means the common seal for the time being of the company and as regard the transaction

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of business of the Company outside India, the official seal which shall be used in accordance with the provisions of section 50 of the Companies Act 1956

'Regulations of the Company' means the regulations for time being in force of management of

the company.

'Proxy' includes attorney duly constituted under a power of Attorney.

'In writing' and 'written' include printing, lithograph and other modes of representing or

reproducing words in a visible form. Words importing the singular number only include the

plural number and vice-versa. Words importing the masculine gender shall include the

feminine gender words importing persons include corporation.

2. Company to be a public company,

The company, originally incorporated as private company, shall be a public limited

company in terms of Sub-section (iA) of section 43A of a Companies Act of 1956 with effect

from 8-12-1984 and accordingly inpursuance of proviso attached to said sub-section (I A) of

section 43 A:-

(1) The number of Members for the time being of the company shall not exceed 50

excluding: (i) Persons who are for the time being in the employment of the Company; and (ii) Persons who have been formerly in the employment of the Company were

Members of the Company while in that Employment ceased; but where two or

more persons hold one or more share in the Company jointly; they shall for

purposes of the Article be treated as a single member. (b) Any invitation of the public to subscribe any shares in or debentures of the

company is hereby prohibited. (c) The right of the transfer of the shares shall be restricted as hereinafter provided.

3. Table 'A' to apply except other wise provided- The regulation contained in Table 'A' in

the first Schedule in the Act shall apply to the Company.

4. Company to be governed by these Regulations:- The regulations for the management of

the Company and for the observance of the members there of and their representatives

shall subject to any exercise of the statutory powers of the Company in reference to the

repeal or alteration of or addition to its regulation by special resolution as prescribed or

permitted by the Act be such as are contained in these Articles. 5. Capital. - The Capital of the Company is (Rupees five crores ) divided into five lakhs

(five lakhs) equity shares of Rs. 100 (one hundred) each with power to increase or

reduce the capital, to divide the shares in the capital for the time being into serceral

classes to attach thereto respectively, preferential, deferred, qualified or special rights,

privileges or conditions as may be determined by or in-accordance with the regulations

of the Company and to vary, modify or abrogate any rights, privileges or conditions in

any manner as may for the time being be provided by the regulations of the Company

and to consolidate or subdivide the shares and issue shares and issue shares of the

higher or lower denomination.

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6. Company share not to be purchased - Save as permitted by the provisions of the Act,no

part of the funds of the company shall be employed in the purchase of, or in loans upon

the security of the shares of the company.

7. Allotment of the shares - Subject to the provisions of the Act and these Articles and

tothe rights of the Government the allotment of the shares shall be under the control of

the Board of Directors who may allot or other wise dispose of the same to such persons

on such terms and conditions, and at such times as the Board thinks fit either at par or at

a premium and for such consideration as the Board thinks fit, subject to the provisions,

if any, in that behalf of the Memorandum of Association of the Company, and without

prejudice to any special rights previously conferred on the holders of the existing shares

in the Company, any shares in the company may be issued with such preferred, deferred

or other special rights or such restrictions, whether in regard to dividend, voting rights

of the shares or otherwise as the Company may from time to time by special resolution

determine and any preference shares may with the sanction of the special resolution

may issued on the terms and condition that it is, or at the option of the company is liable

to be redeemed.

8. Return of allotments - As regard allotments made from time to time the Companyshall

duly comply to the provisions of the Act.

9. Shares certificate - Every person whose name is entered as a member in the

registershall without payment of any fees or charge be entitled to a certificate under the

seal of the Company specifying share or shares held by him and the amount paid

thereon:-

Provided that, in respect of a share or shares held jointly by several persons,

the company shall not be bound to issue more than one certificate to one or several joint

holders shall be sufficient delivery to all.

10. Particulars on a share certificate - Every certificate of the shares shall specify

thenumber and denoting numbers of shares in respect of which it is issued and the

amount paid up thereon and shall be signed at least by two Directors.

11. Issue of new share certificate - If a share certificate is defaced, tom or old,

decrepit,worn out or there is no further space on the back thereof for endorsement of

transfer thereof to the Company it may order the same to be cancelled and issue a new

certificate in lieu thereof. If any share certificate is lost or destroyed, it may be renewed

on obtaining prior consent of the Board and on payment of a fee of fifty paise and on

such reasonable terms, if any, as to evidence and indemnify and the payment of out-of

pocket expenses incurred by the company investigating evidence, as the directors think

fit.

12. Calls on shares - The Directors may from time to time make such calls as they thinkfit upon the members in respect of all moneys unpaid on the shares held by them

respectively and specify the time or times of payment and each member shall pay to the

Company at the time or times so specified the amount called on his shares.

Provided, however, that the Directors may from time to time, at their

discretion, extend the time fixed for the payment of any call.

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13. When interest on call or installment payable - If the sum payable in respect to any

callbe not paid on or before the day appointed for payment thereof, the holder for the

time being or the allottee of the shares in respect of which a call shall have been made

shall pay interest on the same at such rate not exceeding 6 per cent, per annum as the

Directors shall fix from the date appointed for the payment there of to the time of actual

payment, buy the Directors may waive payment of such interest, wholly or in part.

14. Joint holders : liability to pay call - The joint holders, of a share shall be jointly

andseverally liable to pay all calls in respect thereof. 15. When call deemed to have passed—A call shall be deemed to have been made at

thetime when the resolution of the Directors authorizing the call was passed. A call may

revoked or postponed at the discretion of the Directors.

16. Forfeiture of shares - (i) If a Member fails to pay any call or installment of a call onthe

day appointed for payment thereof the Directors, may, at any time thereafter during

such time as may part of the call or installment remains unpaid, serve a notice on him

requiring payment of so much of the call or installment is an unpaid together with any

interest which may have accured.

(ii) The notice aforesaid shall:-

(a) name a further day (not being earlier than the expiry of fourteen days from the date

of service of notice) or before which the payment required by the notice is to be

made; and

(b) State that, in the event of non-payment on or before the day so named, the shares in

respect of which the call was made will be liable to be forfeited.

(iii) If the requirements of any such notice as aforesaid are not compiled with any

share in respect of which the notice has been given may, at any time thereafter,

before the payment required by the notice has been made be forfeited by a

resolution of the Directors so that effect.

(iv) A forfeited shares may be sold or otherwise disposed on such terms and in such

manner as the Directors think fit.

(v) At any time before a sale or disposal as aforesaid, the Directors may cancel the

forfeiture on such terms as they think fit.

17.. Effect of forfeiture - (i) A person whose share have been forfeited shall cease to be a

member in respect of the forfeited shares but shall, notwithstanding the forfeiture,

remain liable to pay to the Company all moneys which at the date of forfeiture, were

presently payable by him to the Company in respect of the shares.

(ii) The liability of such person shall cease if the company shall have received

payment in full and all such moneys in respect of such shares.

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18. Declaration of forfeiture—(i) A duly verified in writing that the declarant is aDirector,

Managing Director, the Manager or Secretary of the Company and that a share in

company has been duly forfeited on a date stated in the declaration shall be conclusive

evidence of the fact therein stated as against all persons claiming to be entitled to the

share. (ii) The company may receive the consideration, if any, given for the share on any

sale or disposal thereof and may execute a transfer of the share in the favour of the

person to whom the share is sold or disposed of.

(iii) The transferee shall thereupon be registered as the holder of the share.

(iv) The transferee shall not be bound to see to the application of the purchase-

money, if any, nor shall his title to the share be affected by any irregularity or invalidity

in the proceedings in reference to the forfeiture, sale or disposal of the shares

19. Provision regarding forfeiture to apply in case of nonpayment of sums payable at a

fixed time.--- The provisions of the these articles as to forfeiture shall apply in the

caseof nonpayment of any sum which by the terms of issue of a share become payable

at a fixed time, whether on account of the nominal value of the share or by way of

premium, as if the same had been payable by virtue of a call duly made and notified.

20. Payment of calls in advance, ---- The Directors, may, if they think fit receive from

anymember willing to advance the same, all or any part of the moneys due upon the

shares held by him beyond the sums actually called for, and upon the moneys so paid in

advance or so much there of as from time to time exceeds the amount of the calls then

made upon the shares in respect of which such advance has been made, the company

may pay interest at such rate (not exceeding, without sanction of the company in

General Meeting 6 per cent per annum) as the members paying such sum in advance

and the Directors agree upon and the Directors may at any time repay the amount so

advanced upon giving to such member three months notice in writing.

21. Company lien on shares, ---- The company shall have the first and paramount lien

onevery share (not being a fully paid share) for all moneys ( whether presently payable

or not) called or payable at a fixed time in respect of that share, and the company shall

also have a lien on all shares ( other than fully paid shares) standing registered in the

name of single person, for all moneys presently payable by him or his estate to the

company but the Board of Directors may at any time declare any share to be wholly or

in part exempt from the provisions of this Article. The company's lien if any on a share

shall extend to all dividends payable thereof. 22. Enforcement of lien by sale;----The company may sell in such manner as the

Directorsthink fit, any shares on which the company has lien but no sale shall be made

unless a sum in respect of which the lien exists is presently payable nor until the

expiration of fourteen days after a notice, in respect of which the lien exists as is

presently payable, has been given to the registered holder for the time being of the share

or the person entitled thereto by reason of his death or insolvency.

15

23. Application for sale proceeds,---- The proceeds of the sale shall be received by

thecompany and shall be applied in payment of such part of the amount in respect of

which the lien exists as is presently payable and the residue, if any, shall ( subject to a

like lien for sums not presently as existed upon the share prior to the sale ) be paid to

the persons entitled to the shares at the date of sale. The purchaser shall be registered as

the holder of the shares and he shall not be bound to see to application of the purchase

money, nor shall his titled to the shares be affected by any irregularity or invalidity in

the proceeding in reference to the sale.

24. Transfer and transmission of shares ----The right of members to transfer their

sharesshall be restricted as follows:

(a) A member may transfer a share or other person entitled to transfer only to a person

approved by the Board.

(b) Subject to section 3 of the Act and subject as aforesaid the Directors may in the

absolute and uncontrolled discretion refuse to register any proposed transfer of

shares.

25. Notice of refusal to register transfer, --- If the Directors refuse to register the transferof

any shares, they shall, within two months of the date on which the instrument of

transfer is delivered to the company send to the transferee and the transferor notice of

refusal.

26. Company not bound to recognize any interests in shares other than that of registered

holders, --- Save as herein otherwise provided, the Directors shall be entitled to treatthe

persons whose name appears on the register of Members as the holder of any share as

the absolute owner thereof and accordingly shall not ( except as ordered by a court of

Competent Jurisdiction as by law required) be found to recognize any benumb trust of

equity or equitable contingent or other claim or interest in such share on the part of any

person whether or not it shall have express or implied notice thereof.

TRANSFER OF SHARES

27. Exclusion of transfer,---- The instrument of transfer of any share in the company

shallbe executed by one or behalf of both the transferor and the transferee and the

transferor shall be deemed to remain a holder of the share untill the name of the

transferee is entered in the Register of Members in respect thereof.

28. Subject to the provision of section 108, the shares in the Company shall be transferred in the following from, namely: Date of presentation to the prescribed authority

16

SHARE TRANSFER FORM FOR THE CONSIDERATION OF, stated below, the Transferor (s)* named do

herebytransfer to the transferee (s)" named, his (their) executors, administrators and assigns,

the shares specified below, subject to the conditions on which the said shares are now held by

the Transferor (s) and the Transferee (s) do hereby agree to accept and hold the shares subject

to the condition aforesaid.

Full Name of company No. in description Number and full desc- No. In figures equity / Preference cription of shares Shares

Distinctive Numbers

Whether the said shares are dealt in a quoted on Recognized stock exchange * If reply to above is Yes,

name of stock exchange should be indicated TRANSFER FORM Transferor's (s) names is full (preferably typewritten or in block capitals)

*CONSIDERATION (In words)

TRANSFER TO Transferee (s) Name (s) in full (preferably typewritten or in block capitals the name/ names may be filled in before the instrument is lodged with the company for registration).

** If the shares are listed on more than one recognized Stock Exchange name of any one of

such Stock Exchange only need be indicated

+ The consideration money set forth in a transfer may differ from that which the first seller will

receive owing to subsequent sales by the original buyer,

Signature of witness * Signatures (s) With name and address of in full (name preferably Transferor(s) typewritten or in block

capitals)

17

Signature of witness With name and * Signatures (s) of

address in full (name preferably Transferor(s)

typewritten or in block capitals)

Dated ......................... This day of……………………….. two thousand and ………………………………………………………………

*Signature by thumb impression, marks etc., should be attested by J.P. Magistrate, Notary Public or a similar authority holding a public office authorized to use a seal of his office.

PARTICULARS OF TRANSFEREE(S)

Transfrees ShrilShrimati Occupation Address Father's/ or Kumari Husband's

name …………………………………………………………………………………………..

Entered in register of Transfer No . ...................................................... Folio

Specimen Signature(s) of

Approved ..................................................Transfer(s)

Dated..........................................

Note: Name must be rubber stamped preferably in a straight line chronological

order should be maintained.

Broker's Clearing number should be stated when delivery is given by a clearing

Member Bank.

Name of Delivering Date Name of Delivering Date

Broker or Clearing Broker or Clearing Member Member

………………………………………………………………………………………………….. Lodged by ............................

Full Address ..........................

Power of Attorney Prodate Letters of Death certificate Administration

Registered with the Company under No...................Dated ...................

Signature (not initials of Brokers, Bank, Company or stock Exchange/ Clearing House)

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29. Transfer to be left at office and evidence of title to be given- Every instrument

oftransfer shall be left at the office of registration, accompanied by the certificate of

shares to be transferred and such evidence as the Company may require to prove the

title of the transfer or its right to transfer the shares. All instruments, of transfer shall be

retained by the company.

** Particulars in respect of each transferee should be entered in the order in which

transferee names occur above but any instrument of transfer which the Directors may

decline to transfer shall on demand be returned to the person depositing the same.

30. Transmission by operation of law- Nothing contained in the article 25 shall

prejudiceany power of the Company to register shareholder any person to whom the

right to any shares in the company has been transmitted by operation of law.

31. When register of members and debenture holder may be closed - The Register

ofMembers or the Register of Debenture holders may be closed for any period or

periods not exceeding in the aggregate 45 days in any year but not exceeding 30 days at

any one time after giving not less than 7 days previous notice by an advertisement in

some newspapers circulating in the district in which the registered office of the

company is situated.

32. Directors right to refuse registration - The Board may subject to the right of

appealconferred by section III decline to register:-

(a) The transfer of a share, not being a fully paid share to a person of whom they do

not approve; or (b) any transfer of shares on which the company has a lien

33. The Board may also decline to recognize any instrument of transfer unless:-

(a) a fee of two rupees is paid to the company in respect thereof; (b) the instrument of transfer is accompanied by the certificate of the shares to

which it relates, and such other evidence as the Board may reasonably require to

show the right of the transferor to make the transfer; and (c) the instrument of transfer is in respect of only one class of shares.

ALTERATION OF CAPITAL

34. Power to increase capital - Subject to the approval of the Government, the

Directorsmay with sanction of the company in General Meeting increase the share

capital by such sum, to be divided into shares of such amount, as may be specified in

the resolution.

35. On what condition new shares may be issued - Subject to such directions as may be

issued by the Government in this behalf, new shares shall be issued upon such terms

and conditions and with such rights and privileges annexed thereto as the company may

in its General Meeting direct and if no such direction be given as the Directors shall

determine: Provided that no shares (not being preferences shares) shall be issued carrying

voting right or right in the company as to dividend capital or otherwise which are

19

disproportion to the rights attaching to holders of other shares (not being preference

shares).

36. How for new shares to rank with shares in original capital- Except so far as

otherwiseprovided by the conditions of issues or by these Articles, any capital raised by

the creation of new shares shall be considered part of the original capital and shall be

subject to the provision herein contained with reference to the payment of calls and

installments, transfer and transmission, lien voting surrender and otherwise.

37. New shares to be conferred to Members - The new shares shall be offered to themember

in proportion to the existing shares held by each member and such offer shall be made

by notice specifying the number of shares to which the member is entitled and limiting

a time within which offer, is not accepted, will be deemed to be decline and after the

expiration of such time or on receipt of an intimation from the member to whom such

notice is given that he declines to accept the shares offered, the Directors may dispose

of the same in such manner as they think beneficial to the Company. 38. Reduction of capital—Subject to the provisions of section 100 to 104 of the Act

andsuch directions as may be issued by the Government in this behalf, the company

may, from time to time by special resolution reduce its capital by paying of capital or

canceling capital which has been lost or unregimented by available assets or its

superfluous or by reducing the liability in the shares or otherwise as may seem

expedient and capital may be paid off upon the footing that it may be called upon again

or otherwise and the Directors may subject to the provisions of the Act, accept

surrender of shares.

39. Consolidation and sub-division of shares - The Company may in general meeting

alterthe conditions of its Memorandum as follows;

(a) Consolidation of shares - Consolidate and divide all or may of its shares of

larger amounts than its existing shares;

(b) Sub-Division of shares— Sub-divide its shares or any of them into shares of

smaller amount than originally fixed by the Memorandum subject, nevertheless,

to these Articles and section 106 of the Act the Resolution by which any shares

are sub-divided may determine that as between the holders of the shares

resulting from such sub-division one or more of such shares may be given any

preference or advantages or otherwise over the others or any other such shares;

(c) Cancellations of Shares; Cancel shares which at the date of such General

Meeting have not been taken or agreed to be taken by any person and diminish

the amount of its share capital by the amount of the shares as cancelled.

40. Power of Modify- If at any time, the capital by reason of the issue of preference

sharesor otherwise is divided into different classes of shares, all or any of the rights and

privileges attached to each class may a subject to the provisions of section 106 and 107

of the Act. be modified abrogated or dealt with by agreement between the company and

any person purporting to contact on behalf of that class; provided such agreement is (a)

ratified in writing by the holders of shares of that class of at least three-fourths of the

20

nominal issue value held by them or (b) confirmed by a resolution passed at a separate

general meeting and supported by the votes of at least three fourths of the holders of

shares of class and all the provisions hereinafter contained as to General Meeting shall

mutatis mutandi, apply by every such meeting except that the quorum thereof shall be

members, holding or representing by proxy one fifth of the nominal amount of issued

shares of that class. The Articles shall not by implication curtail the power of

modification which the company would have if the Article were omitted.

BORROWING POWERS 41. Power to borrow—The Directors may from time to time borrow or secure thepayment

of any sum or sums of money for the purposes of the company by means of resolution

passed at a meeting of the Board.

42. Conditions on which money may be borrowed—The Board may raise or secure

therepayment of such sum or sums in such manner and upon such terms and conditions

in all respects as it thinks fit and in particular by the issue of bonds, perpetual or

redeemable debenture-stock or any mortgage, or other security on the undertaking of

whole or any part of the property of the Company (both present and future) including its

uncalled capital for the time being.

-

43. Securities assignable from any equities—Debentures, debenture-stock bonds or

othersecurities may be made assignable free from any equities between the company

and the person to whom the same may be issued.

44. Issue at discount etc. or special privileges - Subject to the provision of section 76,

79and 117 of the Act, any shares, debentures, debenture stock bonds or other securities

may be issued at a discount, premium or otherwise and with any special privileges to

redemption; surrender, drawings allotment of shares, appointment of Directors and

otherwise.

45. Instrument of transfer—Save as provided in section 108 of the Act, no transfer

ofdebenture shall be registered unless a proper instrument of transfer duly stamped and

executed by the transferor and transferee has been delivered to the Company together

with the certificate or certificates of the debentures.

46. Notice of refusal to register transfer—If the Board refuses to register the transfer ofany

debentures the company shall, within two months from the date on which the

instrument of transfer was lodged with the company, send to the transferee and to the transferor notice of the refusal.

47. Priority of charges on uncalled capital—Whenever any uncalled capital of thecompany

is charged all persons taking any subsequent change thereon shall take the same subject

to such prior charge and shall not be entitled by notice to the shareholders or otherwise

to obtain priority over such prior change. 48. Indemnity may be given—If Directors or any of them or any other persons shallbecome

personally liable for the payment of any sum primarily due from the company, the

Directors may execute or cause to be executed any mortgage or security over or

affecting the whole or any part of the assets of the company by way of indemnity to

21

secure the Directors or persons are becoming liable as aforesaid from any loss in

respect of such liability.

GENERAL MEETINGS

49. When annual general meetings lobe held—The First Annual General Meeting of

thecompany shall be held by the company within 18 months of its incorporation and

thereafter the Annual General Meeting of the company shall be held within 6 months

after the expiry of each financial year except in the case when for any special reasons,

the time for holding the Annual General Meeting (not being the first Annual General

Meeting) is extended by the Central Government by a period not exceeding 3 months,

Except as provided under the Act, No greater interval than 15 months shall be allowed

to lapse between two Annual General Meetings. Every General Meeting shall be held

during business hours on a day that is not a public holiday. The notice calling the

meeting which may be called at such time and place as may be determined by the

Directors shall be called extra-ordinary General Meetings.

50. When extra-ordinary meeting to be called—Subject to the provision of the Act,

theDirector may whenever they think fit and they shall, on the requisition of the holders

of not less than the 1/10th of the paid-up capital of the company as at the date carried

right of voting in regard to that matter on which all calls or other sums than due have

been paid forthwith proceed to convene an extra-ordinary Meeting of the Company and

in the cause such requisition the following provisions shall have effect:-

(i) The requisition must state the objects of the meeting and must be signed by the

requisitionist and deposited at the office and may consist of several documents

in like form each signed by one or more requisitionists.

(ii) If the Directors of the Company do not proceed within twenty-one days from

the date of the deposit of the valid requisition to cause a meeting to be called for

consideration of these matters on a day later than forty five days from the date

of the deposit of the requisition, the requisitionists or the majority or them in

value may, them-selves convince the meeting but any meeting so convened

shall be held within three months from the date of the deposit of the requisition.

(iii) Any meeting convened under this Article by the requisitionists shall

beconvened in the same matter as early as possible as that in which meetings are

to be convened by the Directors. It after requisition has been received, it is not

possible for a sufficient number of Directors to meet any time so as to form a quorum, any Directors may convince an Extra-ordinary General Meeting in the

same manner as early as possible as that in which meeting may convened by the

Directors. 51. Notice of Meeting—A General Meeting of the Company may be called by giving

notless than twenty-one days notice in writing specifying the place, day and hour of

meeting. Such notice shall be served on every member in the manner hereinafter

provided but with the consent in writing of all the members entitled to receive notice of

same any particular meeting may be convened by such shorter notice and in such

manner as those members may think fit.

22

Provided, however, that where any resolutions intended to be passed as a

special resolution at any General Meeting as required by any provision of the Act,

notice of such meetings specifying the intention to purpose the resolution as a special

resolution shall be served. 52. Non-Receipt of Notice not to invalidate proceedings—The accidental omission to

giveany such notice to or the non-receipt of any such notice by any member shall not

invalidate the proceedings at any meeting.

53. Business at an Annual General Meeting—The Business of an Annual GeneralMeeting

shall be to receive and consider the profit and loss account, the balance sheet and the

report of the directors and of the Auditors, to declare dividends, to appoint and fix the

remuneration of auditors, to appoint Directors in the place of those retiring and to

transact any other business which under these Articles ought to be transacted at an

Annual General Meeting all other business transacted at an Ordinary General Meeting

shall be transacted in accordance with section 173 of the Act. – 54. Quorum—Two members present in person shall be a quorum for General

meetingsubject to the provisions of section 174 of the Companies Act 1956. If at

adjourned meeting also quorum is not present. that be taken a full quorum vide sec.

174(s). 55. Right of Government to appoint any person as their representative,-(i)—

TheGovernment as long as they are share-holders of the company may from time to

time appoint one or more persons (who need not to be a member or members of the

company) to represent them at all or any meetings of the company.

(ii) Any one of the person appointed under sub-clause(i) of

this Article who is personally present at the meeting shall be deemed to be a member entitled to vote and be present in person and shall be entitled to represent the Government at all or any such meeting and to vote on his behalf whether on a show of hands or on a poll.

(iii) The Government may from time to time, cancel any appointment made under

sub-clause (I) of this Article and make fresh appointment.

(iv) The production at the meeting of an order of the Government evidenced as

provided in the Constitution of the state shall be accepted by the company as

sufficient evidence of any such appointment or cancellations aforesaid.

(v) Any person appointed by the Government under this Article may, if so

authorized by such order appoint a proxy, whether specially or generally.

56. Chairman of General Meeting- The Chairman of the Board of Directors shall bepreside

at every General Meeting. In the absence of chairman, the members present shall

choose any Director to be chairman.

57. If Quorum not present Meeting to be Dissolved and when to be adjourned- If,

withinhalf an hour after the time appointed for the holding of a general meeting a

quorum be not present the meeting, if convened on the requisition of share holders,

23

shall be dissolved and in every other case shall stand adjourned to the same day in the

next week at the same time and place or to such other day, time and place as the

Directors may by notice to the shareholders appoint. If at such adjourned meeting a

quorum be not present those members present shall be a quorum and may transact the

business for which the meeting was called.

58. Chairman to adjourn the meeting—The Chairman of General Meeting may, with

theconsent of the meeting, adjourn the same from time to time and from place to place

but no business shall be transacted at any adjourned meeting other than the business left

unfinished at the meeting from which the adjournment took place.

59. How questions to be decided at a meeting—Every question submitted to a meetingshall

be decided in the first instance by a show of hands and in the case of an equality of

votes, the Chairman shall, both on a show of hands and at a pool (if any) have a casting

vote in addition to the vote or votes to which he may be entitled as a member.

60. What is to be evidence of the passing of a resolution where poll not demanded—Atany

General Meeting, a resolution put on to the vote of the meeting shall be decided on a

show of hands, unless if a poll is (before or on the declaration of the result of the show

of hands) demanded in accordance with the provisions of the Act, and unless a poll is so

demanded, a declaration by the Chairman that a resolution has on, a show of hands been

carried or carried or carried unanimously or by particular majority, or lost an entry to

that effect in the book of the proceedings of the company shall be conclusive evidence

of the fact, without proof of the number of proportion of the vote record in favour of or

against that resolution.

61. Poll—If a poll is duly demanded, it shall be taken in such manner and at such timeand

place as the Chairman of the meeting directs, and either at once or after an interval of

adjournment of otherwise and the result of the poll was demanded. The demand of a

poll may be withdrawn.

62. Poll shall not present the continuance of meeting—The demand of a poll shall

notprevent the continuance of a meeting for the transaction of any business other than

the question on which a poll has been demanded.

63. Chairman the sole Judge - The Chairman of any meeting shall be the sole Judge of

thevalidity of every vote tendered at such meeting. The Chairman present at the taking

of a poll shall be the sole judge of the validity of every vote tendered at such poll.

64. Any resolution passed by the Directors notice where of shall be given to the members in

the manner in which notices are, hereinafter directed to the given and which shall

within one month after it shall have so been passed, be ratified and confirmed in writing

by members entitled at a poll to three-fifths of the votes, shall be as valid and effectual

as a resolution of a General Meeting: but this clause shall not apply to a resolution of or

winding up the company or to a resolution passed in respect of any matter which by a

special resolution or an ordinary resolution specifically to be passed at a meeting of the

Board.

24

VOTE OR MEMBERS

65. Voting Rights - Upon a show of hands, every member present in person shall have

onevote and upon a poll every member present in person or by proxy or by duly

authorized representative shall have voting rights in proportion to his share at the paid

up equity value of the Company. 66. Company members representative to vote by proxy—Any member who is a memberof a

company should be present by representative duly authorized by a resolution of the

Directors of such company in accordance with the provisions of the Act may vote on a

show of hands as if he was a member of the company. The production at the meeting of

a copy of such resolution duly certified by one Director of such company as being a

true copy of the resolution shall at the meeting be accepted by the company as sufficient

evidence of the validity of his appointment.

67. Votes in respect of shares of deceased and bankrupt members—Any person

entitledunder the Transmission clause to transfer any share may vote at a meeting in

respect thereof as if he was the registered holder of such share provided that at least 72

hours before the time of holding the meeting or adjourned meeting as the case may be

at which he proposes to vote he shall satisfy the Directors of his right to transfer such

share unless the Directors shall have been previously admitted his right to vote as such

meeting in respect thereof. 68. Voting of joint holders—Where there are joint registered holders of any share thenany

of such persons may vote at any meeting either personally or by proxy in respect of

such shares if he was solely entitled thereto and if more than one such joint holders be

present at any meeting personally or by proxy, they one of the said person present

whose name stands first on the register in respect of such share shall alone be entitled to

vote in respect thereof. Several executors or administrators of a deceased member in

whose name any shares stands shall for the purpose of this clause be deemed as joint

holders thereof. 69. Votes in respect of shares of un-sound minds—A member of unsound mind or inrespect

of whom an order has been made by any court having jurisdiction in lunacy, may vote

whether on a show of hands or on poll, by his committee or other legal guardian and

any such committee or guardian and may such committee or guardian may on poll, vote

by proxy.

70. Peoxies Permitted—On a poll, votes may be given either personally or by proxy or

byduly authorized representative.

71. Instrument appointing proxy to be in writing—A member entitled to attend and voteat a

meeting may appoint any other person (whether a member or not) as his proxy to attend

a meeting and vote on his behalf. No member shall appoint more than one proxy to

attend on the same occasion. A proxy shall not be entitled to speak at a meeting. The

instrument of appointment of a proxy shall be in writing and be signed by the appointer

of his attorney duly authorized in writing of if the appointee is a body corporate, be

under its seal or be signed by an officer or an attorney duly authorized by it.

25

72. Instrument appointing proxy to be deposited at Office—The instrument appointing

aproxy and the attorney or other authority, if any under which it is signed or a notary

certified copy thereof shall be deposited at the office of the company not less than 48

hours before the time for holding the meeting at which the person named in the

instrument proposes to vote and in default the instrument of proxy shall not be treated

as valid. No instrument appointing a proxy shall be valid after the expiration of 12

months from the date of its execution except in the case of adjournment of any meeting

first held provisionally to the expiration of such time. An attorney shall not be entitled

to vote unless the powers of attorney or other instrument appointing him or a notary

certified copy thereof has either been registered in the records of the company at any

time not less than 48 hours before the time for holding the meeting at which the

attorney proposes to vote or is deposited at the office of the company not less than 48

hours before the time fixed for which meeting as aforesaid. Notwithstanding that a

power of attorney or other authority has been registered in the records of the company,

the company may by notice in writing addressed to the member or the attorney require

him to produce the original power of attorney or authority and unless the same is

thereupon deposit with the company at the attorney shall not be entitled to vote at such

meeting unless the Directors in their absolute discretion executor such non-production

and deposit.

73. When instrument appointing proxy to be delivered to the company—If any

suchinstrument of appointment be confined to the subject if the appointing proxy or

substitute for voting at meetings of company it shall permanently or for such time as the

Directors may determine be in the custody of the company and if embracing other

object a copy thereof examined with the original shall be delivered to the Company to

remain in the custody of the Company.

74. Form of proxy- An instrument appointing a proxy may be in the following form or in

any other form, which the director shall approve:

JAMMU AND KASHMIR SMALL SCALE INDUSTRIES

“I DEVELOPMENT CORPORATION LIMITED

......................of and ................................... in district

of................... being a member of above named company hereby appoint.............. of

...................... as my proxy to vote for me and on my behalf at the

Ordinary/Extraordinary General Meeting of the Company to be held on the

..................... day of ................................... and my adjourned meeting thereof'.

Signed this ............................................. day ......................................... of

BOARD OF DIRECTORS

75. Number of directors—The number of directors shall not be less than FIVE and

morethan FIFTEEN as the Government may direct.

76. Appointment of Directors—(a) The Directors, including the chairman and theManaging

Director, shall be appointed by the Government and shall be paid such salary/and/or

allowance as the Government may from time to time determine subject to the provision

of section 314 of Act, such reasonable addition remuneration as may be fixed by the

Government may be paid to any one or more of the Directors for extra or special

services rendered by him or them or otherwise.

26

(b) The Government may determine the period for which the Chairman and

Managing Director are to hold their respective offices.

(c) The Government shall have the power to remove any Director including the

Chairman, Dy. Chairman, if any, and the Managing Director from office at any

time in their absolute discretion.

(d) The Government shall have the right to fill any vacancy in the office of the

Directors caused by removal, resignation, death of otherwise.

(e) At every General Meeting, all 'the Directors, except the Chairman, the

Administrative Secretary (by' whatever designation called) and the Managing

Director, shall retire from the office. The Chairman, the Administrative

Secretary and the Managing Director shall retire on ceasing to hold their

respective office. A retiring Director shall be eligible for re-appointment.

POWER OF THE BOARD OF DIRECTORS

77. Generalpower—(I)SubjecttotheprovisionoftheAct, the Board shall be entitled to exercise all such powers, and to do all such acts and things, as the Company is authorized to exercise and do its furtherance of its objects, specified in the Memorandum of Association, for which the Company is established except such powers as are required by the Act or the Memorandum or Articles of the Association of the Company to be exercised or done by the Company in General Meeting. In exercising such powers or doing any such acts or things the Board shall be subject to the provision contained in that behalf in the Memorandum of Articles of Company or in any regulations not inconsistent herewith and duly made thereunder

including regulations made by the Company in General Meeting. (II) No regulations made by the company in General Meeting shall invalidate any

prior act of the Board which would have been valid if that regulation had not

been made.

78. Specific powers to directors—Without prejudice to the general powers conferred

byArticle 77 and the other powers conferred by these Articles the Directors shall have

the following powers namely:

(i) To acquire and dispose of property rights—To purchase take on lease

orotherwise acquire for the company. property rights or privileges which the

company is authorized to acquire at such price and generally on such terms and

conditions as they think fit.

(ii) To authorize work of a capital nature—To authorize the under-taking ofworks

of a capital nature subject to the condition that all cases involving a capital

expenditure exceeding rupees ten lakhs shall be referred to the Government for

their approval before authorization.

(iii) To pay for property and rights—To pay for any property rights or

privilegesacquired by or services rendered to the company either wholly or

27

partially in cash or in shares, bonds, debentures or other securities of the

company and any such shares may be issued either as fully paid up or with such

amount credited as paid up thereon as may be agreed upon; and any such bonds,

debentures or other securities may be either specifically charged upon all or any

part of the property of the company and its uncalled capital or not so charged.

(iv) To secure contracts by mortgage—To secure the fulfillment of any contractsor

engagements entered into by the company by mortgage or charge of all or any

of the property of the company and its uncalled capital for the time being or in

such other manner as they may think fit.

(v) To appoint officers and determine duties etc.—To appoint at their

discretionremove or suspend such managers, secretaries, officers, clerks, agents

and servants for permanent, temporary or special services as they may from

time to time think fit and to determine their powers and duties and fix their

salaries or emoluments and to require security of such amounts as they think fit

in such instance.

(vi) To appoint trustees—To appoint any person or persons (Whether incorporatedor

not) to accept and held on trust or company and property belonging to the

company or in which it is interested or for any other purposes, and to execute

and do such deeds and things as may be requisite in relation to any such deeds

and things as may be requisite in relation to any such trust and to provide for the

remuneration of such trustee or trustees; (vii) To bring and defend act on etc.—To institute, conduct, defend, compound orabandon

any legal proceedings by or against the company or its officers or otherwise concerning

the affairs of the company and also to compound and allow time for payment or

satisfaction of any claims or demands by or against the company;

(viii) To refer to arbitration—To refer any claims or demands by or against thecompany to

arbitration and observe and perform the awards;

(ix) To give receipts—To make and give receipts release and other discharge formoney

payable to the company and for the claims and demands of the company.

(x) To authorize endorsement of cheques etc.—To determine the person who shallbe

entitled to sign on the company's behalf bills, notes receipts, acceptances,

endorsements, cheques, releases, contracts and documents;

(xi) To appoint attorney or agent—To appoint any person to be the attorney oragent of the

company with such powers (including power to sub-delegate) and upon such terms as

may deem fit;

(xii) To invest money—To invest in the Reserve Bank of India or Jammu andKashmir Bank

or in such securities as may be approved by the Government and deal with any of the

28

money of the company such investments authorized by the Memorandum of

Association of the Company (not being shares in this Company) and in such manner as

they think fit and from-time to time vary or release such investments;

(xiii) To create a Mortgage—To execute in the name and on behalf of the companyif favour

of any director or other (xix) person who may incur or be about to incur any personal

liability for the benefit of the company such mortgages of the companies property

(present and future) as they think fit and any such mortgage may contain a power of

sale and such other powers, convenants and provision as shall be agreed upon;

(xiv) To give commission—Subject to the approval of the Government to give toany person

employed by the Company a Commission on the profits of any particular business

transaction or a share in the general profits of the Company and such commission or

share profits shall be treated as part of the working expenses of the Company;

(xv) To make Bonus etc-b laws—from time to time make, very and repeal be- lawsfor the

regulation of the business of the Company its officers and servants;

(xvi) To make Bonus etc.—to give award or allow any bonus, pension, gratuity or

compensation to any employee of the Company or his widow, children or

dependents, that may appear to the Directors just or proper whether such

employee, his widow, children or dependents, have or have not legal claim upon

the Company.

(xvii) To make provision for pension etc.—Before declaring any dividend and subject

to the approval of the Government to set aside such portion of the profits of the

Company as they may think fit; to form a fund to provide for such pension;

gratuities or compensation or create any provident or benefit found in such

manner as the Directors may deem fit;

(xviii) To establish local Boards—From time to time and any time to establish

anyBoard for managing any of the affairs of the Company in any specified

locality in the State or out of the State and to appoint any person to member of

any such Local Board and to fix their remuneration and from time to time and at

any time delegate to any person so appointed any of the powers, authorities and

discretion any person so appointed any of the powers, authorities and discretion

for the time being vested in the Directors other than their power to make call;

and to authorize the members for the time being of any such Local Board or any

of them to fill up any vacancies therein and to act notwithstanding vacancies

and any such appointment of delegation may be made in such terms and subject

to such conditions as the Directors may think fit and Directors may at any time

remove any person so appointed and may or vary any such delegations;

(xix) To make contracts—To enter into all such negotiations and contracts andrescind

and vary all such contracts and execute and do all such acts, deeds and things in

the name and on behalf of the company as they may consider expedient for or in

relation to any of the matters aforesaid or otherwise for the purpose of the

Company; and

(xx) To sub-delegate powers etc.—Subject to section 292 of the Act to sub-delegate

29

all or any of the powers authorized and discretion for the time being vested in

them, subject however, to the ultimate control and authority being retained by

them;

79. Appointment of Managing Director—(I) The Government may appoint one of the

Directors to be the Managing Director for the conduct or management of the business

of the Company subject to the control and supervision of the Board of Directors. The

Managing Directors may be authorized by the Board to exercise such powers of

discretion in relation to the affairs of the company as specifically delegated to him by

the Board and are not required to be done by the Board of Directors or the company at

the General Meeting under the Act. (ii) The Managing Director shall be paid such salary and allowances an may be

fixed by the Government.

80. Vacation of office of Director- The office of a Director shall ipso facto to becomevacant

if: (a) he fails to obtain within the time specified in sub-section (i) of section 270 of the Act or

at any time thereafter ceases to hold the share qualifications, if any necessary for his

appointment; or (b) he is found to be of unsound mind by a court of competent jurisdiction; or

(c) he applies to be adjudicated an insolvent; or (d) he is adjudged an insolvent; or (e) he is convicted by a court of an offence involving moral turpitude and sentenced in

respect thereof to imprisonment for no less than six months; or (f) for fails to pay any call in respect of shares of the company held by him whether alone

or jointly with other within six months is from the last date fixed for the payment of the

call unless the Central Government has, by notification in the Official Gazettee,

removed the disqualification incurred by such failure; or (g) he (whether by himself or by person for his behalf or on his account) or any firm in

which he is a partner or any private company of which he is a director, accepts a loan,

or an guarantee or security for a loan from the company in contravention of section 295

of Act; or (h) he acts in contravention of section 299 of the Act; or (i) he becomes disqualified by an order of court under section 203 of the Act; or (j) he be removed from office in pursuance of section 284 of the Act; or (k) by notice in writing to the company he resigns his office; or (1) any office or place of profit under the company or under any subsidiary of the company

is held in contravention of Section 314 of the Act and by operation of that section he is

deemed to vacate office. (2) Notwithstanding any matter or thing in sub-clause(d), (e) and (I) of clause (I) the

disqualification, referred to in those sub-clauses shall not take effect:- (i) for thirty days from the date of adjudication sentence or order; or

(ii) where an appeal or petition is preferred within the thirty days aforesaid against

the adjudication, sentence or conviction resulting, in the sentence, or until the

expiry of seven days from the date on which such appeal or petition is disposed

off, or (iii) where within the seven days aforesaid, any further appeal or petition is preferred

in respect or adjudication, conviction or order and the appeal or petition, if

30

allowed would result in removal of the disqualification, until such further appeal

or petition is disposed off.

81. Office of profit under the company or its subsidiary—Except with the previousconsent

of the company accorded by the special resolution, as required under Section 314 of the

Act (a) no Director or Company shall hold any Office or place of profit and (b) no partner or the relative Company of which a Director or member and no Director,

Managing Agent, Secretariat and Treasures or Manager of such a private Company

shall hold any office or place of profit carrying a total monthly remuneration of five

hundred rupees or more, except that of Managing Agent/Directors, Managing Agent.

Secretaries and Treasures, Manager, legal or Technical Advisor, Banker or Trustee for

the holders of debentures of the Company. (I) under the Company or (ii) under any subsidiary of theCompany, unless the

remuneration received from such subsidiary in respect of such office or place of profit

is paid over the Company or its holding Company.

82. Conditions under which Directors may contract the Company—Subject to theprovision

of Section 297 of the Act neither shall a Director be disqualified from contracting with

a Company either as vendor, purchase or otherwise for good material or services of for

underwriting the subscription of any shares in the debentures of the Company nor shall

any such contract or arrangement entered into by or on behalf of the Company with a

relative of such Director or a firm in which such Director or relative is a partner or with

any partner in such firm or with a private Company of which such Director is a member

or Director be avoided, nor shall any Director so contracting or being such member or

so, interested be liable to account to the Company for any profit realized by any such

contract or arrangement by reason of any such Director holding Office or of the

fiduciary relation thereby established.

83. Disclosure of Director 's interest—Every Director who is in any way, whetherdirectly

or indirectly concerned or interested in a contract or arrangement entered into or to be

entered into, by or on behalf of the Company not being a contract or arrangement

entered into or to be entered into between the Company and any other Company where

any of the Director's of Company or two or more of them together hold any more than

two percent of the paid up share capital in the other Company, shall disclose the nature

of his concern or interest at a meeting of the Board as required by the section 299 of the

Act-A general notice; renewable in the last month of each financial year of the

Company, that a Director is a director or a member of any specified body corporate or

is a member of any specialized firm and is to be regarded as concerned or interested in

any subsequent contract or arrangement with that body corporate or firm shall be

sufficient disclosure of concern or interest in relation to any contract or arrangement so

made and after such general notice is a given at a meeting of the Board of Director

concerned takes reasonable steps to secure that is brought up and read at the first

meeting of the Board after it is given.

84. Discussion and voting by Director interest—No Director shall as a Director take

anypart in the discussions of or vote on any contract or arrangement in which he is in

any way whether directly or indirectly concerned or interested nor shall his present

count the purpose of forming a quorum at the time of such discussion and vote. This

prohibition shall not apply to:

31

(a) any contract of indemnity against any loss which the Director or any of them

may suffer by reason of becoming or being sureties or a surety for the

Company, or

b) any contract or arrangement entered into or be entered into by the Company

with a public Company or with a private Company which is subsidiary of a

public Company in which the interest of a Director consists solely in his being a

Director of such Company and the holder of not more than shares of such

number or value therein as is requisite to qualify him for appointment as

Director thereof having been nominated as such Director by the Company or in

being a member holding not more than two percent of the paid up share capital

of such Company.

85. Power to issue Directions—Not withstanding any thing contained these articles but

subject to the provision of the Companies Act, the Government may from time to time

issue such directions or instructions as it may think fit regarding the conduct of-

business and affairs of the Company or the Board and the Directors shall comply with

and give effect to such directions or instructions as the case may be:

PROCEEDING OF DIRECTORS MEETINGS

86. Meeting of Directors: -- The Board shall meet together at least once in every

threemonths for the transaction of business and not more than two months shall

intervene between the last day of the calendar month in which such meeting is held and

the date of the next meeting. They may adjourn or otherwise regulate its meeting and

proceedings as they think fit. At least 7 days notice in writing of every meeting of the

Board shall be given to every Director at his usual address in India provided however

that any meeting of Directors may be held on less than 7 days notice if all of the

directors of the company consent thereto. Unless otherwise determined from time to

time and at any time by the consent of all the Directors for the time being in India

meeting of Board shall take place at the office.

87. Place of Meeting:-- The meeting of the Board shall be held at the Registered Officeand

any where else within the state of Jammu and Kashmir of it is in the interest of

company. Resent within half hour from the time appointed for holding a meeting of the

Board it shall be adjourned until such date and time as the Chairman of Board shall

appoint.

90. Power of Quorum:-- A meeting of Board at which quorum be present shall becompetent

to exercise all or any of the authorities powers and discretions by or under these

Articles for the time being vested in or exercisable in Board.

91. Chairman of Directors Meeting:—The Government may nominate a Director

aschairman of Directors meetings and determine the period of which he is to hold

office. If no such chairman is nominated of if at any meeting the Chairman is not

present within 5 minutes after the time of holding the same, the Directors present may

choose one of their members to the chairman of the meeting. (I) Sup-28 also to about

voting

(2) power of reserve for govt. at 92(3) second casting vote at x of this page.

32

92. Power Chairman:- The chairman shall reserve for the decision of the Government

anyproposals or decisions of the Board of Directors or any matter brought before the

Board which rise. In the opinion of the Chairman an important issue and which it on

that account fit to be reserved for decision of the Government and no decision on such

an important issue shall be taken in the absence of the Chairman appointed by the

Government.

In respect of matters reserved for the Chairmans for decision of the

government if the government's view are not received within a period of two months

the Directors shall be entitled to act in accordance with the decision or proposal without

further reference of the Government.

93. How questions to be decided:- Subject to the provision of section 316, 372 (4) and 316 of the Act questions arising at any meeting shall be decided by a majority of votes and

in case of an equality of votes, the chairman have a second or casting vote.

94. Power to appoint Committee and Delegate:- The Board may subject to the

restrictionsof the laid down in section 292 Act delegate any of its powers to the

Committee consisting of such Directors, as it thinks fit, and may from time to time

revoke such delegations any Committee to formed shall, in the exercise of the powers

so delegated, conform to any regulations that may from time to time be imposed upon it

by the Board.

95. Proceedings of committee:- The meeting and proceeding of any such

committeeconsisting of two or more members, shall be governed by the provisions

herein contained for regulating the meeting and provisions proceeding of the Board so

far as the same are applicable thereto, and are not suspended by any regulation made by

the Board under the last proceeding Article.

96. When acts of Directors valid notwithstanding defective appointment etc:- All actsdone

by any meetings of the Directors or of a Committee of Directors or by any person

acting as a Director shall be valid, notwithstanding that it may afterwards be discovered

that there was some defect in the appointment of such Directors or persons acting as

aforesaid or that they or any of them were disqualified be as valid as if every such

person had been duly appointed and qualified to be a Director. Provided that nothing in this Article shall be deemed give validity to

acts done by a Director after its appointment had been shown to the Company to be

invalid or to have terminated.

97. Resolution without Board meeting: - Save in those cases wherein resolution is

requiredby sanctions 262, 292, 297, 316,372 and 368 of the Act to be passed at the

meeting of the Board a resolution shall be as valid and effectual as if it had been passed

at a meeting of the Board or Committee of the Board as the case may be duly called and

constituted of a draft thereof in writing is circulated together with the necessary papers

if any, to all the Directors, or to all the members of the Committee of the Board as the

case may be, then in India (Not being legs a number than the quorum fixed for a

meeting of the Board or Committee as the case may be) and to all other Directors and

members of the committee at their usual address and has been approved by such of

them in State or by a majority of such of them, as are entitled to the vote on the

resolution.

33

MINUTES

98. Minutes to make.—(1) The Board shall cause the minutes to be kept by making

withinfourteen days of the conclusion of every general meeting of the Board or every

Committee of the Board entries thereon in books kept for the purpose with their pages

consecutively numbered each page of every such book being initialed and the last page

of the record or proceedings of each meeting in such books being dated and signed in

the case of minutes of proceedings of General Meeting by the Chairman of the same

meeting within the aforesaid period of fourteen days or in the event of the death or inability of that Chairman within, that period by a Director duly authorized by the

Board for the purpose, provided that in no case, shall the Minutes of proceedings of

meeting be attached to every such books as aforesaid as pasting or otherwise:-

(a) of name of the Directors present at each meeting of the Board of any Committee

of the Board and in case of each resolution passed at the meeting the names of

the Directors, if any dissenting from or not concurring in the resolution.

(b) Of all orders made by the Board and the Committee of the Board; (c) Of all appointments of Directors and other officers of Company; and (d) Of all proceedings of General Meetings of the Company and of the Board and

the Committee of the Board.

The minutes of each meeting shall contain a fair and Correct summary of the

proceedings.

Provided that no matter need be included in such minutes which the Chairman

of the meeting, in his absolute direction, or opinion:-

(a) is or could reasonably be regarded, as defamatory, of any person; (b) is irrelevant or immaterial of the proceedings; or (c) is detrimental to the interest of the Company.

(i) Any such Minutes of any meeting of the Board or of any Committee of the Board

or of the Company in General Meeting if kept in the manner provided in

Paragraphs (I) above shall be evidence of the proceedings recorded in such

Minutes, the Minute books of the General Meetings of the Company shall be kept

at the Registered office and shall be open to inspection by members on business

days between the hours of 10.00 a.m and 12 noon, subject to the rules and

regulations as prescribed by the Board in this behalf.

99. Foreign Register .- The Company may exercise the powers conferred on the Act

withregard to the keeping of a foreign register and the Board may make and very such

regulations as it may think fit respecting the keeping of any register.

100. Signing of Documents:- all cheques, promissory notes, hundies bills of exchange

andother negotiable instruments, and all receipts for moneys paid to the company shall

be signed drawn, accepted or otherwise executed, as the case may be by the Secretary,

Managing Director or Manger of the Company or by such person and in such manner as

the Board shall from time to time by resolution determine

34

101. Donations etc- The directors are authorized to pay donations to any individuals orinstitutions or contribute to any charitable, religious, benevolent, national, public or general whether or not directly relating to the business of the Company or the welfare of its employees and sums the aggregate of which will in any financial year not exceed twenty five thousand rupees or five percent of the average net profits of the company during the three financial years immediately proceeding, which ever is greater and may, with the consent of the Company in general meeting contribute any sums in excess of such limits.

102. Delegation of Power.—The board may authorize or empower any Director orDirectors,

Managing Director, Manager or Secretary of the Company either by name in virtue of

office or other wise or any other person or person either singly or jointly to exercise to

perform all or any powers (including the powers to sub-delegate) authorities and duties

conferred or imposed on the Directors by law or Articles of Association subject to such

restrictions and conditions, if any and either generally or in specific cases as the Board

may think proper.

103. Signing of Attendance register. - Any Director present in any meeting of the Board

ofCommittee thereof shall sign his name in a book to be kept for that purpose.

104. The Seal. - The Board shall provide a common seal for the purpose of the Companyand

from time to time destroy the same and substitute new seal in lieu thereof and shall

provide for the safe custody of the seal for the time being. The seal of the Company shall

not be affixed to any instrument except by the authority of a resolution of the Board or

of Committee of the Board authorized by it in that behalf and except in the presence of

at least two Directors or such officers of the Company as the Board may appoint the

purpose and such Director or the officer shall sign every instrument to which the seal of

the Company is affixed.

105. Reserves. - (i) Subject to such directions as may from time to time be issued by the

Government in this behalf, the Board may set aside Out of the profits of the company

such sums as it thinks proper as reserves which shall at the discretion of the Board be

applicable for any purpose to which the profits of the Company may be properly applied

strictly in the activities in accordance with the objects for which the Corporation has

been established. The money accumulated shall be invested in specified investments as

laid down in section 11 of Income Tax Act. 1961."

106. Dividend:

(i) No Dividend, Commission or Bonus shall be paid to any member or to any

person who at any time has been a member of the Company or any relative

thereof; (ii) Any amount standing to the credit of any of the Company's Reserve Accounts or

to the credit of the profit and loss account or otherwise available shall never be

distributed amongst the members.

INSPECTION OF REGISTERS

107. (1) The Board shall from time to time determine whether and to what extent and at what

times and place and under what conditions or regulations the accounts and the books of

the Company or any of them shall be open to the inspection of members not being

Directors.

35

(2) No member, not being a Director, shall have any right of inspecting any account

or book or document of the Company except as conferred by law or authorized by Board

or by the Company in General Meeting.

BOOKS AND DOCUMENTS 108. Books of account to be kept.—The Board shall cause to be kept in accordance

withsection 209 of the Act proper books of the accounts with respect to section 209.

(a) all sums of money received and expended by the Company and the matters in

respect of which the receipt and expenditure takes place; (b) all sales and purchase of goods by the Company; and (c) the assets and liabilities of the Company; and (d) necessary particulars relating to utilization of materials or labour or other items of

costs as may be prescribed by the Central/State Government 109. Where to be kept.—(1) The books of accounts shall be kept at the Registered office orat

such other place as the Board may decide and when the Board so decides, the Company

shall, within seven days of the decision, file with the registrar a notice in writing giving

the full address of that other place.

(2) Books of accounts to be preserved.—The Books of accounts of the

Companyshall be preserved in good order for a period not less than eight years from the

date of incorporation of the Company and after the said period of eight years books of

accounts of the Company relating to the period of not less than eight years immediately

proceeding the current year shall be preserved in good order.

110. Inspection.— (1) The books of account shall be open to the inspection by any director

during the business hours.

(2) The books of account shall also be open to the inspection by the registrar or by

any officer of Government authorised by the State / Central Government in this behalf.

(3) The Board shall from time to time determine whether and what to extend, and

what times and places and under what conditions of regulations the books of accounts

and books and documents of the Company shall be open to the inspection of the

members not being Directors, and no member (not being a Director) shall have any

right of inspecting any books of accounts and documents of the Company except as

conferred by law and authorized by the Board or by the Company in General Meeting.

BALANCE SHEET AND ACCOUNTS

111. Balance sheet and profit and loss accounts.—At every annual General Meeting

theBoard shall lay before the Company the balance sheet and profit and loss account

made up in accordance with the provision of section 210 of the Act and such balance

sheet and profit and loss account shall comply with requirements of the Section 210,

211, 212, 215, 216 and 219 or schedule (vi) to the Act so far as they are applicable to

the Company. (It should Contain Audit certificate of the Office)

36

112. Annual report of Directors.—The Board of Directors shall cause an annual report tobe

made out and attached to every balance sheet a report with respect to the state of

Company's affairs. The report shall be signed by the Chairman of the Board of

Directors on behalf of the Directors authorized in this behalf by the Directors and when

he is not so authorized shall be signed by such number of Directors as are required to

sign the balance sheet and the profit and loss account by virtue of sub-sections 1 and 2

of section 215 of the Act. 113. Contents of profit and account.—Forms of balance sheet and profit and loss

accountshould be in accordance with the provisions of section 211 of the Act. the profit

and loss account shall also show, arranged under the most convenient heads the amount

of gross income distinguishing the several sources from which it has been derived and

the amount of expenditure distinguishing the expenses of the establishment, salaries and

other like matter. Every item of expenditure fairly chargeable against the year's income

shall be brought into account, so that a just balance of profit and loss may be laid before

the meeting and in cases where any item of expenditure which may in fairness be

distributed over several years has been incurred in one year the whole amount of such

item only a proportions of expenditure is charged against the income of the year.

114. Copies to be sent to members and others—A copy of every balance sheet (includingthe

profit and loss account) the Auditors Report and every document required by law to be

annexed or attached to the balance sheet shall as provided by the Section 219 of the Act

not less than twenty one days before the meeting to be sent to every such member

debenture holder, trustee and other person to whom the same is required to be sent by

the said section.

115. Copies of balance sheet to be filled.—The Company shall comply with section 220

ofthe Act as to filing copies of the balance sheet and profit and the loss account and

documents required to be annexed or attached thereto the Registrar.

AUDIT

116. Accounts to be audited annually.—Once at least in every year the books of accountsof

the Company shall be examined and the correctness of the profit and loss account and

balance sheet ascertained by one or more Auditor or Auditors as provided in the Act.

117. Appointment of auditors.—The Auditors of the Company shall be appointed or re-

appointed by the Central Government on the advice of the Comptroller and Auditor

General and their rights and duties shall be regulated by section 223 to 224 of the Act. 118. Auditors right to attend meetings.—The Auditors of the Company shall be entitled

toreceive a notice of and to attend any general meeting of the Company at which any

accounts which have been examined or reported on by them are to be laid before

Company and may make any statement or explanation they desire with the respect of

Accounts.

119. Power of the Comptroller and the Auditor General.—The Comptroller and theAuditor

General of the India shall have powers:-

37

(a) to direct the manner in which Company's accounts shall be audited by the Auditors

appointed in the pursuance of the Article 121 and to give Auditors instructions in regard

to any matter relating to the performance of their functions as such:-

(b) to conduct a supplementary or to test the Company's accounts by such persons as he

may authorise in this behalf and for the purposes of the such audit to have access of all

accounts, account books, vouchers, and other papers of the Company and to require

information or additional information to be furnished to any persons so authorized or

such matters by such person or persons and in such form as the Comptroller and

Auditor General of India may by general or special order direct.

120. The Auditors aforesaid shall submit a copy of their audit Report to the Comptroller and

Auditor General of India who shall have the right to comment upon or supplement the

Audit Report in such manner as he may think fit. Any such comment upon or

supplement to the Audit Report shall be placed before Annual General Meeting of the

same time and in the same manner as the Audit Report.

121. When accounts to be deemed finally settled.—Every balance sheet and profit and

lossaccount of Company when audited and adopted by the Company in General

Meeting shall be conclusive except as regards any error discovered therein within three

months after the adoption thereof. Whenever any such error is discovered within that

period the account shall forthwith be corrected and hence-forth shall be conclusive.

122. Rights of Government.—The Government may from time to time issue suchdirectives

as they may consider necessary in matters of broad policy and in like manner may vary

and annul such directive. The Company shall give immediate effect to directives so

issued.

123. How notice to be served on Members.—A notice may be given by Company to any

member either personally or by sending it by post to him to his registered address or (if

has no registered address) to be the address, if any supplied by him to the Company for

the giving of notice to him.

124. Notification of address by a holder of registered shares having no registered place of

address.—A holder of registered shares has who has no registered place of addressmay

from time to time. Notify in writing to Company and address, which shall be deemed

his registered place of address within the meaning of Article 127. 125. When notice may be give?: by advertisement.—If a member has no registered address

and has not supplied to the Company, address for the giving of notices to him, a notice

addressed to him and advertised to newspaper circulating in the neighborhood of the

registered office of the Company, shall be deemed to be duly given to him on the date

on which the advertisement appears. 126. Notice to joint holders.—A notice may be given by the Company to the joint holdersof

a share by giving the notice to the joint holders named first in the Register in respect to

the share.

127. How notice to be given to representatives of a deceased or bankrupt member.— A

notice may be given by the Company to the persons entitled to share in consequence of

the death or insolvency of a member by sending it through the post in a prépaid letter

38

addressed to them by name or by the title or representatives of the deceased or assignee

of the insolvent or by any like description at the address (if any) supplied for the

purpose by the persons claiming to be so entitled or (until such address has been

supplied) by giving notice in any manner in which the same might have been given if

the death or insolvency had not occurred. 128. To whom notice of General Meeting to be given.—Notice of every General

Meetingshall be given in same manner herein after authorized to (a) every member of

the Company except those members who having no registered address have not

supplied to the Company an address for the giving of notice to them and also to (b)

every person entitled to a share in consequence of the death or insolvency of a member

who but for his death or insolvency, would be entitled to receive notice of the meeting

provided the Company's has due notice.

129. Transfer etc. bound by prior notice.—Every person who by operation of law, transferor

other means whatsoever shall become entitled to any share shall be bound by every

notice in respect of such shares which previously to his name and address and title to

the share being notified to and registered by the Company, shall be duly given to the

person from whom he derives his title to such share.

130. How notice to be signed.—The signature to any notice to be given by the Companymay

be written or printed.

131. How time to be counted.—Where a given number of days notice extending over

anyother period is required to be given the day of service shall, unless it is otherwise

provided, be counted in such number or day or other period.

132. Distribution of asserts or winding up.—If the Company shall be wound up and

theasserts available for distribution among the member as such shall be insufficient to

repay the whole of the paid up capital, such asserts shall be distributed so that as nearly

as may be the losses shall be born by ought to have been paid -up at the commencement

of the winding up, on the held by them respectively. And if in a winding up the asserts

available for distribution among the members shall be more than sufficient to repay the

whole of the capital paid up by the excess shall be distributed among the members in

proportions to the capital paid up or which ought to have been paid up on the shares

held by them respectively. But this clause shall be without prejudice to the rights of the

holders of shares issued upon special terms and conditions.

\ INDEMMTY

133. Subject to the provision of the Act every officer or agent for the time being of the

Company shall be indemnified out of the assets of the Company against any liability

incurred by him in defining any proceedings, whether civil or criminal, in which

judgement is given in his favour or which he is acquitted or in connection with any

application in which relief is granted to him by the Court. Subject to provisions of the Act, no Director or other officer of the

Company shall be liable for the acts, receipts, neglects, or defaults of any other Director

of officer or for joining in any receipts or other for conformity or for any loss or

expense happening to the Company through the insufficiency of the title to any

39

property acquired by order of the Directors for or on behalf of the Company or for the

insufficiency or deficiency of any security in or upon which any moneys, of the

Company shall be invested or for any loss or damage from the bankruptcy, insolvency

or tortuous act of any person with whom any moneys, securities or affects shall be

deposited or for any loss occasioned by any error of judgement or oversight on his part

or for any other loss damage or misfortune' whatever, which shall happen in the

execution of the duties of his office or in relation thereto.

SECRECY

134. Every Director, Manager, Auditor, Member of Committee, officer, servant, agent,

accountant or other person employed in the business of the Company shall if so

required by the Board, before entering upon his duties, sign a deceleration pledging

himself to observe a strict secrecy respecting all transaction of the Company with the

customers and the State of accounts with individual 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 Board or by any meeting or by a Court of Law and except so far as may be

necessary in order comply with any of the provisions in these presents contained. 135. Access to property, information etc.—Subject to the article whereof no member orother

person (other than a Director) shall be entitled to enter the property of the Company or

to inspect or examine the Company's premises or properties or the books of the

accounts of the Company without the permission of the Board or to require discovery of

or any information respecting any detail of the Company's trading or any matter

whatsoever which may relate to the conduct of the business of the Company and which

in the opinion of the Board it will be inexpedient in the interest of the company to

disclose or communicate.

SERVICE OF NOTICE AND DOCUMENTS

136. Mode of service documents.—A document may be served by Company on anyMember

either personally or by sending it by post to him to his registered address or if he has no

registered address in state of India to the address if any within. State/India supplied by

him to the Company for giving of notices to him.

137. When service deemed to be effected.—Where a document is sent by post, servicethereof

shall be deemed to be executed by properly addressing, and posting a letter containing

the document and to have been effected in the case of a notice of a meeting at the

expiration of 48 hours after the letter containing the same is posted and in any other

case, the time at which letter would be delivered in the ordinary course of post.

138. Service of documents of advertisement.—A document advertised in a

newspapercirculating in the neighborhood in the registered office of the Company shall

be deemed to the duly, served on the day on which the advertisement appears on every

member of the Company who has no registered address in the state of India and has not

supplied to the Company an address within the State of India for giving of notice to

him. 139. Service of document on legal representative.—A document may be served by

theCompany to the persons entitled to a share consequence of the death or insolvency

40

of a member by sending it through the post in a pre-paid letter addressed to them by

name, or by the title of representatives of the deceased, or assignees of the insolvent, or

by like descriptions, at the address, if any, in the state of India supplies for the purpose

by the persons claiming to be so entitled or until such address has been so supplied, by

serving the documents in any manner in which the same might have been served if the

death or insolvency had not occurred. 140. Persons entitled to notice.—(1) Notice of every General Meeting shall be given inany

manner herein before mentioned:

(a) to every member of the Company;

(b) to the persons entitled to a share in consequence of the

death or insolvency a Member and to the Auditor for the time being of the Company.

(2) Omission of notice not to invalidate proceedings.— Any accidental omission to

given notice to, or the non-receipt of notice by any member or other persons to whom it

should be given shall not invalidate the proceedings at the meeting. 141. Signature on notice,.—Any notice to be given by the Company shall be signed by

theManaging Director or such officers as may be authorized by the Board and the

signature theron may be written printed, lithographed or stamped.

142. Individual responsibility of Directors.—No Director, or other officer of the

Companyshall be liable for the acts, receipts, neglects or defaults of any other Director

or any other officer of the Company joining in any receipts or other act for conformity

or for any loss or expenses happening to the Company through the insufficiency or

deficiency of title to any security in or -upon which any of the moneys of the Company

shall be invested or for any loss or damage arising from the bankruptcy, insolvency or

tortuous act of any person with whom any moneys securities or effect shall be deposited

or any other loss, damage or misfortune whatever, which shall happen in the execution

of the duties of his office or in relation there to unless, the same happens through his

own negligence default, misfeasance, breach of duty or breach of trust.

We, the several persons, whose names, addresses, descriptions and

occupations are subscribed below are desirous of being formed into a Company in

pursuance of these Articles of Associations; and we respectively agree to take the

number of shares in the capital of the Company set opposite our respective names:

41

Name, Address No. of shares taken by Signatureof the Names,addresses descriptions and each subscriber Subscriber descripton and occupation (if any) of occupations if any of subscribers witnesses

1 2 3 4

1. Shri Ashok 1 Equity Shares Sd/- Sd/-

Jailtley,IAS N.R.Gupta, Dy. Secy. Secretary To Govt. I&C Deptt.

Industries &

Commerce Deptt.

2. Sh.A.M.Lankar 1 Equity Shares Sd/- Sd/-

Secretary to Govt. R.K.Sadhu

Finance Under Secretary Department Finance Department.

Place: Jammu Date: 21/11/75

42

Page

1. Board of Directors to delegate powers 28 1. Chairman of Board of Directors 35 1. Board of Directors 27 2. Borrowing powers of the Board of Directors 22 2. Quorum of Board of Directors 33 2. Power of the Board of Directors 34 3. General meeting of the Company 23 4. Quorum of Meeting of Company 24 5. Share Certificate 14