THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF

SIIVAGANAPATHI SPINNERS PRIVATE LIMITED

I. Name: The Name of the company is “SIIVAGANAPATHI SPINNERS PRIVATE

LIMITED”

II. Registered Office: The Registered Office of the company will be situated within

the State of Tamilnadu.

III. The objects for which the Company is established are:

2

A. MAIN OBJECT TO BE PURSUED BY THE COMPANY ON ITS

INCORPORATION ARE:

1. To Manufacture and Deal in Cotton, Yarn, Woolen, Viscose, Nylon,

Polyester, Filament yarn, Polyester stable fiber, Rayon and also ultra artificial,

fiber and their blends.

2. To Manufacture, Purchase and Sale of Cloth including Sizing, Dyeing,

Printing and Processing.

3. To Establishment of Wind Mill for the Power generation.

3

B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF

THE MAIN OBJECTS OF THE COMPANY ARE:

1. To take on lease, hire purchase or otherwise acquire, erect, construct, work,

maintain, improve land, factory building structures and facilities, test house,

laboratories, Plant, Machineries, all other appliances, apparatus and

conveniences required for the purpose of the company.

2. To purchase, take on lease or otherwise acquire any land, grants, concessions

and Assessments and herediments or other properties required for the

attainments of the main objects of the company.

3. To take or otherwise acquire and hold shares in any other company or

companies having objects altogether or in part similar to those of the

Company.

4. To pay for any service rendered by the company or for supply of technical

know-how for acquisition of properties privilege by the company either in the

shares of the company or partly in shares and in cash or otherwise.

5. To amalgamate, or acquire interest in the business of any other company,

person, or company, carrying on or engaged in or about to carry or on engage

in any business or transaction included in the objects of the company or enter

into any agreements for profits or for co-operation, or for limiting competition

or for sharing mutual assistance with any such person, firm or company or to

acquire and to give or accept by way or consideration for any of the acts or

things aforesaid of property acquired, any shares, debentures, debenture stock

or securities that may be agreed upon and to hold retain or sell, mortgage and

deal with any shares, debentures, debentures stock or securities so received.

6. To establish or promote or concur in establishing or promoting any company

or companies for the purpose of acquiring all or any of the properties, rights

and liabilities of any other company and to place or guarantee the placing or

underwrite subscribe for or otherwise acquire all or any part of the shares,

debentures stock or other securities of any such other companies.

7. To sell, lease, mortgage, hypothecate, transfer, let out, exchange or otherwise

deal with the undertaking of the company or any property whatever, or any

part thereof for such consideration as the company may think fit, for shares,

debentures and other securities of any other companies having objects

altogether or in part similar to those of this company if though fit and to

distribute the same among the share holders of the company subject to the

provisions of the Companies Act, 1956.

4

8. To lend and advance money, either with or without security and give credit to

such person (including Government) and upon such terms and conditions as

the company may think fit without doing the banking business as defined

under the Banking Regulations Act, 1949.

9. To give donations or subscriptions to any religious or charitable institutions.

10. To invest any money of the company not immediately required in such

investment as may be though proper and to hold, sell or otherwise deal with

such investments.

11. To receive money on deposit or loan and borrow or raise money in such

manner as the company shall think fit without doing Banking business within

the meaning of the Banking Regulation Act, 1949 and Rules and Regulations

framed thereunder and in particular by the issue of debentures, debenture

stock (perpetual or otherwise) and to secure the repayment of any money

borrowed, raised or owing by mortgage, charge or lien upon all or any of the

property or assets of the Company (both present and future), including its

uncalled capital, and also by a similar mortgage, charge or lien to secure and

guarantee the performance of contracts or obligations under taken by the

company or any other person on behalf of the company as the case may be.

12. To draw, make, accept endorse, discount, negotiate, execute and issue bills of

exchange promissory notes, bills of lading, warrants, debentures and other

negotiable or transferable instrument or securities without doing banking

business within the meaning of the Banking Regulation Act, 1949.

13. To apply for, purchase or otherwise acquire and protect, prolong and renew in

any part of the world, any patents, patent rights, brevets of invention trade

marks, design licenses, protections, concessions and the like conferring any

exclusive or non-exclusive limited right to their use of any secret or other

information as to any invention, process or privilege which may seem capable

of being used for any of the purpose of the company or the acquisition of

which may seem, calculated directly or indirectly to the benefit of the

company and to use, develop or grant licenses or privileges in respect of or

otherwise turn to account the property rights and information acquired.

14. To open any kind of account including current account, savings bank account,

over draft, loan, cash-credits in any bank and to make, accept, endorse and

execute promissory notes, bill of exchange and other negotiable instruments.

15. To expend money in experiments on and in improving or seeking to improve,

any patents, rights, inventions, discoveries, processes or information of the

company or which the company may acquire or propose to acquire.

16. To procure the registration or recognition of the company in or under the laws

of any place outside India.

5

17. To enter into any arrangement and to take all necessary or proper steps with

Government or with authorities supreme, national, local, municipal or

otherwise or operations for the purpose of directly or indirectly carrying out of

the objects of the company for further interest of its member and to oppose

any such steps taken by any other company, firm or persons which may be

considered likely directly or indirectly to prejudice the interests of the

Company or its members and to promote or assist the promotion of interest of

the company or in its members and to promote or assist the promotion

whether directly or indirectly of any legislation which may appear to be in the

interest of the company and to oppose and resist, whether directly or indirectly

any legislation which may seem disadvantageous to the company and to

obtain from such Government, authority or any company and charters,

decrees, rights, grants, loans, privileges or concessions which the company

may think fit design able to obtain and carry out exercise and comply with any

such arrangements, charters, contracts, decrees, rights, privileges or

concessions.

18. To adopt such means of making known the products of the company as may

seem expedient and in particulars by advertising in the press, by circulars, by

purchase and exhibition of work or art of interest, by publication on books and

periodicals and by granting prizes and rewards.

19. To apply the assets of the Company in any way in or towards the

establishment, maintenance or extension of any association, institution or fund

in any way connected with any particular trade or business or with trade

commerce generally and particularly with the trade, including any association,

institution of fund for the protection of the interest of masters, owners and

employers against loss by bad debts, strikes, fire accidents or otherwise or for

the benefit of any clerks, Workman or others at any time employed by the

company or any of its predecessors in business or their families or dependents

and whether or not in common with other persons or classes of persons and in

particular of friendly, co-operative and other societies, reading rooms,

libraries, education rooms, churches, chapels, schools and hospitals and to

grant gratifications, pensions and allowances and then to contribute to any

funds raised by pubic or local subscriptions for any purpose whatsoever

subject to the provisions of the Companies Act.

20. To aid, pecuniary or otherwise any association body or movement having an

object for the solution, settlement or surmounting of industrial of labour

problems or troubles or the promotion of industry or trade.

21. To subscribe or guarantee money for any national, charitable benevolent,

public or general or useful objects or for any exhibition subject to the

provisions of the Companies Act, 1956 or any other law for the time being in

force.

6

22. To establish and maintain or procure the establishment and maintenance of

any contributory or non-contributory pensions or superannuation funds for the

benefits of and give or procure the giving of donations, gratuities, pensions,

allowance or emoluments to any persons who are or were at any time in

employment or service of the company or who were at any time Directors,

Managing Directors or officers of the company and their wives, widows,

families and dependants of any such persons and also establish, subsidies and

subscribe to any institution, association, club or fund calculated to be for the

benefit of or to advance the interests and well being of the company and make

payments to or towards the insurance of any such persons as aforesaid to do

any of the matters aforesaid either along or in conjunction with any other

company.

23. To distribute among the members in species any property of the company of

any proceeds of sale, disposal of any property of the company in the even of

its being wound-up. No distribution amounting to reduction of capital be

made except with the sanction of the company by Special Resolution and

confirmation by the Court for time being required by law.

24. To pay out of funds of the company all expenses which the company may

lawfully expend with respect to the preliminary expenses and other formation

and registration expenses incurred by the promoters.

25. To undertake and execute all the contracts for works involving the supply of

the machineries, plants, accessories manufactured by the company or wherein

the company has sold sout technical know-how or information for such plants,

machineries or accessories to carry out all works necessary for installation and

running (testing) such plants, machineries and accessories.

26. To do all or any of the above things, in any part of the world principal Agents,

Contracts, Trustees or otherwise and by or through Trustees, Agents or

otherwise and either alone or in conjunction with any other persons or

association.

27. To establish and maintain laboratories and carry on research and development

in any field mentioned in the main objects.

28. To construct and equip factories for manufacture/processing of cotton, yarn

and to let, lease out the same.

29. To take out for lease/rent factories for manufacture/processing of cotton, yarn

and to run the same.

7

30. To undertake, carry out, promote and sponsor rural development including

any program for promoting the social and economic welfare of or the uplift of

the public in any rural area and to incur any expenditure on any program or

rural development and to assist execution and promotion thereof either

directly or through any independent agency or in any other manner.

C. OTHER OBJECTS NOT INCLUDED IN (A) AND (B) ABOVE ARE:

1. To carry on the business of ginning, weaving, knitting, sizing and

manufacturing or dealing in cotton, woolen viscose, nylon, polyester filament

yarn, polyester staple fiber and also other artificial fiber and their blends, the

preparation, dyeing or colouring of any of the said substances manufacture

production and sale of yarn, cloth, hosiery garments, made ups and other

textile garments.

2. To weave and otherwise, manufacture, buy and sell, import, export and deal in

all kinds of cloth, hosiery, woolen and other goods and fabrics.

3. To carry on the business of money lending, leasing, hire purchase financing

and financing against securities or otherwise.

4. To manufacture buy sell or otherwise deal in ready made garments.

5. To carry on business as transport operators, fleet owners, taxi operators and

travel agents.

IV. The liability of the members is limited.

V. The Authorised Share Capital of the company is Rs.2,75,00,000/- (RUPEES TWO

CRORE SEVENTY FIVE LAKHS ONLY) divided into 27,500 (TWENTY SEVEN

THOUSAND AND FIVE HUNDRED ONLY) Equity shares of Rs.1,000/- (RUPEES

ONE THOUSAND ONLY) each with the rights, privileges and conditions attaching

there to as are provided by the regulations of the company for the time being, with

power to increase or reduce the capital of the company and to divide the share capital

for the time being into several classess and to attach there to respectively such

preferential rights, privileges or conditions as may be determined by or in accordance

with regulations of the company and to vary, modify or abrogate and such rights,

privileges or conditions in such manner as may for time being be prescribed by the

regulations of the company.

We the several persons, whose names, addresses and descriptions are hereunder are

subscribed, are desirous of being formed into a company in pursuance of this

8

Memorandum of Association and we respectively agree to take the number of shares

in the capital the company set opposite our respective name.

Place : Vellakovil All the Subscribers to this Memorandum

Date : 19.11.2012 of Association have signed before me at

Vellakovil.

Witness to the above Signatures

(Sd/-) Sd/-) – N. THANGAVEL

N. THANGAVEL,

CHARTERED ACCOUNTANT,

S/O NACHIMUTHU GOUNDER,

694, MUTHUR ROAD,

VELLAKOVIL – 638 111.

S.

No

NAME, ADDRESS DESCRIPTION &

OCCUPATIONS OF SUBSCRIBERS

No. OF

EQUITY

SHARES

SIGNATURE

1.

K. SAMPOORNAM,

W/O. S. KUPPUSAMY,

101, KODUMUDI ROAD,

SALIANKATTUPALLAM,

MUTHUR (PO) – 638 105

Occupation : HOUSE WIFE

1719 (One

thousand

Seven

Hundred and

Nineteen only)

(Sd/-) - K.SAMPOORNAM

2.

S.PALANISWAMY,

S/O. SAMIAPPA GOUNDER,

D.No:98,

SALIANKATTUPALLAM,

KODUMUDI ROAD,

MUTHUR – 638 105.

Occupation : BUSINESS

5500 (Five

Thousand and

Five Hundred

Only)

(Sd/-)-S. PALANISWAMY

3.

P. RAVI,

S/O K.R. PALANISAMY

CHINNAKANGAYAMPALAYAM,

MANGALAPATTI (PO),

MUTHUR – (VIA) – 638 105.

Occupation : BUSINESS

2750 (Two

Thousand

Seven

Hundred Fifty

Only)

(Sd/-) - P. RAVI

4.

K.PANGAYASELVI

W/O.M.KARMEHAM

NO.3/54, PANDILINGAPURAM (PO),

KODUMUDI – (VIA) –638 151.

Occupation : BUSINESS

3437(Three

Thousand Four

Hundred and

Thirty Seven

Only)

(Sd/-) - K.PANGAYASELVI

5.

T. SIVAKAMI,

W/O N. THANGAVEL,

694, MUTHUR ROAD,

VELLAKOVIL – 638 111.

Occupation : HOUSE WIFE

6187 (Six

Thousand One

Hundred and

Eighty Seven

only)

(Sd/-) – T. SIVAKAMI

6 S. NALINI,

W/O ISWARAMOORTHY,

410, K.P.C. NAGAR,

VELLAKOVIL – 638 111.

Occupation : HOUSE WIFE

668 (Six

Hundred and

Sixty Eight

only)

(Sd/-) - S.NALINI

Total Number of Shares Taken 20,261

(Twenty Thousand Two Hundred

and Sixty One only)

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

SIIVAGANAPATHI SPINNERS PRIVATE LIMITED

1. SIIVAGANAPATHI SPINNERS PRIVATE LIMITED is established with limited

in accordance with and subject to the provisions of the Companies Act, 1956.

2. Subject as here-in-after provided, the regulations contained in Table “A” in the First

Schedule of the Companies Act, 1956 as amended from time to time shall apply to the

company, save in so far as they are expressly or impliedly excluded or amended by

the following articles.

2

COMPANY TO BE PRIVATE

3. The Company is a private Company within the meaning of section 3(1)(iii) of the

company Act, 1956 and accordingly:

i. No invitation shall be issued to the public to subscribe for any shares in or

debentures of the Company.

ii. The number of members of the company (exclusive of persons who are in the

employment of the company and persons who having been formerly in the

employment of the company were members of the company while in that

employment and have continued to be members after the employment ceases)

shall be limited to fifty provided that for the purpose of this Article where two

or more persons hold one or more shares in the company jointly, they shall be

treated as a single member, and

iii. The right to transfer shares of the company is restricted in the manner

hereinafter provided.

iv. Prohibits any invitation / acceptance of any Deposits / Unsecured Loans from

persons other than its Directors, Members and their relatives.

v. Shall have a minimum paid up Capital of Rupees One lakh or such a higher

amount as may be prescribed .

3

CAPITAL

4. The Authorised share capital of the company is Rs.2,75,00,000/- divided into 27,500

Equity Shares of Rs.1000/- each.

INCREASE IN CAPITAL

5. The company in general meeting may be a resolution from time to time increase its

capital by the creation of new shares of the same or different class for such amounts

as may be deemed expedient and to attach thereto any special rights, privileges or

conditions as may be determined in accordance with the provisions of the company.

4

SHARES

6. The company shall be entitled to treat the registered holder of any share as the

absolute owner there and accordingly shall not be bound to recognize any trust,

equitable, contingent, future or partial interests in any shares or exception only as is

by these articles otherwise expressly provided and other rights in respect of any share

except and absolute right in accordance with these articles in the persons from the

time being registered as the holder thereof.

7. No part of the funds of the company shall be employed in the purchase of its own

shares.

8. Every member shall be entitled to one certificate for the shares registered in his name

such certificate shall be issued accordance with companies issue of share certificate

Rules, 1960 specifying the number of shares and serial number thereof held by the

member and the amount paid therein under the common seal of the company.

9. If a share certificate be defaced or lost or destroyed, a duplicate one to be issued

instead on payment of such fees, if any (not exceeding one rupee) for each renewal

certificate and on such terms, if any as to the evidence and indemnity as the directors

may think fit.

10. The directors may from time to time make such calls upon members in respect of all

money unpaid on their shares. A calls be deemed to have been made at the time when

the resolution of the directors authorizing such call was passed.

11. If the requirements of such notices are not compiled with any share in respect of

which a notice has been given may at any time thereafter be forfeited by a resolution

of the Board of Directors to that effect.

12. A forfeited or surrendered share may be sold or, otherwise disposed off on such terms

and in such manner as the directors may unanimously decide and at any time before a

sale or disposition, the forfeiture may be cancelled.

13. The business of the company may be commenced soon after the incorporation of the

company as the Board will think fit and not withstanding that only part of the shares

may have been issued.

14. The shares shall be under the control and at the disposal the directors who may allot

or otherwise dispose off the same to such persons, on such terms and conditions,

either at premium or at discount or otherwise, or otherwise, either as fully paid or

partly paid up, as the directors in their absolute discretion think fit. They may in their

discretion forfeit shares.

5

TRANSFER AND TRANSMISSION OF SHARES

15. The Board may decline to register, subject to the provisions of section 3, the transfer

of a share to a person of whom they do not approve or any transfer of share on which

the company has lien. The board shall not be obliged to give any reasons for declining

to register the transfer of a share. The registration of transfer in register of members

on the approval of the Board shall be conclusive evidence of approval. No share shall

be transferred to any person who is not a member of the company so long as any

member us willing to purchase the same at the fair value which shall be determined

by the board from time to time.

On the death of a member, any person becoming entitled, to a share may upon such

evidence being produced as may from time to time properly be required by the board

be registered as holder of the share. In case more than one person becoming entitled

to a share in consequence of death of a member, the Board may nominate one of such

persons as being fit and proper to hold such share and such nominee shall be absolute

owner thereof and the company shall not recognize any interest of any other person

on such shares.

CALL ON SHARES

16. A call shall be deemed to have been made at the time when a resolution authorizing

such a call is passed at a meeting of the Directors.

17. If a sum called in respect of share is not paid before or on the appointed day for

payment thereof, the person from whom the sum is due shall pay interest thereon

from the day appointed for the payment thereof to the date of actual payment at such

rate of interest as the Board may determine.

18. The Managing Director subject to the provisions of the Companies Act, 1956 and

with the approval of the Board of Directors, may accept from any member all are any

part of the monies uncalled and unpaid upon any shares held by him and upon all or

any of the monies so received may until the same would, but for such advance,

become presently payable interest at such rate as any be agreed upon between the

Board and member paying the sum in advance.

FORFEITURE OF SHARE

19. Subject to the provisions of the Companies Act, 1956, any for forfeiture of share may

at the description and by a resolution of the Directors be remitted and annulled as a

matter of grace and favour but not as a right and upon such terms and conditions as

they may think fit.

6

LIEN

20. The company shall have first and paramount lien upon all shares registered in the

name of shareholder for his or debts and liabilities to the company either solely or

jointly with any other person. When any share held by more than one person, the

company shall hold lien thereon respect of all money due to the company from all or

any of the holders thereof.

SURRENDER OF SHARES

21. The Directors may accept on behalf of and for the benefits of the company a

surrender of any share liable to forfeiture so far as the law permits.

POWER TO ALTER SHARE CAPITAL

22. The Company may alter the conditions of Memorandum in respect of all or any other

matters specified in Section 94 of the Companies Act, 1956 by passing a resolution in

general meeting of the Company

REDUCTION OF CAPITAL

23. Subject to Sections 77 A, 77 B & 100 to 105 of the Companies Act, 1956 and the

confirmation of the Court if required, the company may from time to time by special

resolution and in any manner authorized by law, reduces its share capital in any way

and in particular and without prejudice to the generality of the foregoing power:

a. Extinguish or reduce the liability on any of its share in respect of share capital not

paid up:

b. Either with or without extinguishing or reducing liability on any of its shares,

cancel any paid up share capital which is lost, or unrepresented by available assets

or

c. Either with or without extinguishing or reducing liability on any of its shares,

cancel the paid up capital which is in excess of the wants of the company and may

if and so far as is necessary, alter its memorandum by reducing the amount of its

share capital and of its shares accordingly. This articles is not to derogate any

power, the company would have if it were omitted.

d. Buy back of shares / other securities.

GENERAL MEETING

24. a. A general meeting of the company may be called by giving not less than seven

days notice in writing.

7

b. A general meeting may be called after giving a shorter notice than the specified

under sub-clause (a) if consent is accorded thereto in the case of Annual General

Meeting by all the members of the of the company and in the case of any other

meeting by the members of the company holding not less than 95% if such part of

the paid up capital of the company, as given a right to vote at the meetings.

c. Every notice of a meeting of the company shall be specify the date and place of

meeting and shall contain a statement of the business to be transacted thereunder.

The Board of Directors may give any explanatory statements as they deem fit

along with the above referred notices. Section 173(2) of the Companies Act, 1956

is not applicable Every Annual General Meeting shall be held during the business

hours at the Registered Office of the Company, or any other suitable place with

in same town / city where the registered is situated and the notice calling for such

meeting shall specify it as the Annual General Meeting.

QUORUM

25. The Quorum for the General Meeting of the Company shall be two members

personally present.

VOTING

26.I). Any member of the company entitled to attend and vote at the meeting of the

company shall be entitled to appoint a person (whether member or not) as his

proxy to attend and instead of himself.

ii) The instrument appointing a proxy shall be in the form set out in the Companies

Act.

iii) On a show of hands every member present shall have one vote. On a poll voting

right shall be in accordance with section 87 of the Act.

DIRECTORS

27.a. The following shall be the first directors of the company.

1. R. PALANISAMY

2. K. SAMPOORNAM

3. S. PALANISWAMY

4. P. RAVI

5. K.PANGAYARSELVI

6. T. SIVAKAMI

7. S. NALINI

b. The Board shall have power at any time, and from time to time to appoint a

person as additional director provided the number of Directors and additional

Directors together shall not at any time exceed twelve.

8

c. The number of Directors of the Company shall not be less than two and not more

than twelve.

d. Directors desirous of resiginig their office shall submit their resignation in

writing. The resignation will be effective from the date of which it is received by

the Company at its registered office.

e. Any casual vacancy arising due to the resignation of a Director or by death or

disqualification of a Director may be filled by the Board and such Director shall

hold Office till the conclusion of the next Annual general Meeting and he shall be

eligible for reappointment at such meeting.

f. All the Directors including Chairman, Managing Director, Joint Managing

Director’s except Nominee/Professional Directors shall retire once a year and/or

Eligible for Re-election.

28. The Qualification share for the Director is to hold at least 10 shares of the Company

within two months from the date of their appointment.

29. Each Directors shall be paid out of the funds of the company a sitting fee of Rs.250 or

other sum or sums as the Directors may from time to time fix within the limits fixed

by the Act for each meeting of the Board attended by a Director. Directors are eligible

reimbursement of expenditure incurred by them for at Board Meeting.

30. The quorum necessary for a meeting to the Board of Director shall be two directors or

one third of the total strength of the Board (any fraction thereof being rounded off as

one) whichever is higher.

31. Subject to section 314 of the Companies Act, 1956, if any Director willing shall be

called upon to perform extra services for any of the purpose of the company and such

Directors may be remunerated either by a fixed sum or by a percentage of profits or

otherwise as may be determined by this company in its General Meeting and such

remuneration shall be in addition to the sitting fee provided in article 29.

32. Subject to the provisions of section 289 of the Companies Act, 1956 any resolution

passed by the Directors in circulation shall be effective as one passed at the Board

meeting.

33. A resolution in writing, circulated, among all the Directors, and passed in accordance

with section 189 of the Companies Act, 1956 shall be valid and effectual as if it has

been passed at a meeting of the Directors duly called and constituted.

34. Save as otherwise expressly provided in the Act and in these articles, question arising

at any meeting of the Board shall be decided by a majority of votes and in case of any

equality of votes the chairman shall have a second of casting vote.

9

35. The Board may elect a chairman of its meeting and determine the period for which he

is to hold office. If no such chairman is elected, or if any meeting the chairman is not

present within five minutes after the time appointed for holding the meeting, the

directors present may choose one of their members to be chairman of that meeting.

36. The Directors may from time to time pay the member such interim dividends, as

appear to the Directors to be justified by the profits of the company.

37. Subject of the provisions of the Act, every Directors, Managing Director, Executive

Director, Manager, Secretary or other or servant of the company shall be indemnified

by the company against any liability arising out of act done by him or them in the

bonafide discharge of their duties and it shall be the duty of the Board od Directors to

pay out of the funds of the company all costs, losses and expenses which such

directors, officer or servant may incur or become liable to by reason of any contract

entered into, act or deed done by him as such officer, servant or in any way in the

discharge of the duty. The Board of Directors may execute in the name and on behalf

of the company in favour of any director or other person who may incur or be about

to incur, any personal liability for the benefit of the company such mortgage of the

company’s property (present and future) as they think fit, and any such other powers,

convenants as shall be agreed upon.

GENERAL MANAGEMENT

38. The General Management of the business of the Company shall subject to the control

and supervision of the Directors, be in the hands of the Managing Director, who shall

have power and authority on behalf of the company to acquire any property rights and

privileges and to make all purchases and sales and to enter into all contracts and

execute all Agreements and other documents for the company and do all other acts,

usually necessary or incidental in the management of the company or for carrying out

its objects and the powers to institute conduct, defend compromise, refer to arbitration

and abandon legal or other proceedings, claims and disputes in which the company is

concerned and to appoint or employ such persons for the purpose thereof and from

time to time remove or suspend such persons as he thinks proper with such power and

upon such terms as to duration of employments, remuneration or otherwise as he

thinks fit and to require security in such instance and to such amount as he thinks fit

and insure for guarantee, fidelity of any employee of the company and to pay such

premium on such guarantee which may from time to time become due and to draw,

accept and endorse and sell bills of exchange hundies, promissory notes, warrants,

belonging to the company for business of the company, deal in any money to give

receipt for the money and goods or properties payable or belonging to the company

and to effectual discharges for the same and to sign cheques on funds and monies of

the company at any bank or banks.

The Managing Directors may from time to time with the approval of the Directors by

means of resolution passed pursuant to section 292 of the Companies Act, 1956 raise

or borrow any sum of money for an on behalf of the company from members or such

10

other persons, companies financial institutions banks or he may himself advance

money to the company on such terms and conditions as may be approved by the

Directors and the Board by resolution authorize the payment of interest out of capital.

The Managing Director may with the approval of the Directors from time to time

secure the payment of such money in such manner and upon such terms and

conditions in all respects as he thinks fit and in particular by the issue of debentures

or bonds of the company by mortgage or charges to all or any part of the property of

the company and of its uncalled capital for the time being.

NOMINEE DIRECTORS

39. Notwithstanding anything contained in these Articles, where the company enters into

any financial arrangement with any bank or financial institution, such bank or

financial institution shall have power to appoint any person as Director or Director

(who may be called Nominee Director/Directors) till such time and the financial

arrangement is in force subject to such terms and conditions as may be contained in

such arrangements. The Director so appointed need not hold any share qualification.

40. The business of the company shall be managed by the Managing Directors subject to

the supervision and control of the Board of Directors and he may pay all such

expenses preliminary and incidental to the promotion, formation, Establishment and

registration of the company as he thinks fit any may exercise all such act as may be

exercised and done by the company as are not by the statute or by these articles

required to be exercised or done by the Board of Directors of the company in General

Meeting subject nevertheless to the regulations being not inconsistent with the

aforesaid regulations or provisions as may be prescribed to the company in General

Meeting, but no regulation made by the company in General Meeting shall invalidate

any prior act of Managing Director which would have been vlaid if such regulation

had not been made. Section 291 and 292 of the Companies Act, shall be complied

with.

41. Subject to the provisions of the Companies Act, 1956 no director shall be disqualified

by his office from contracting with the company or shall any such contract or any

contract entered into by or on behalf of the company in which any Director shall in

any way be interested, be avoided nor shall any Director so contracting or being

interested by any such contract by reasons only of such director holding that office or

of the fiduciary relations thereby established, but it is necessary that the nature of his

interests must be disclosed by him at the meeting of the Directors in which the

contract is determined if his interest exist or in any other case, the first meeting of the

directors after the acquisition of his interest.

11

42. The board shall power, at any time or from time to time, to appoint any person as a

Director as an addition to the Board but the total number of Directors shall not at any

time exceed the maximum number fixed by these articles. Any directors so appointed

shall hold office only until the next annual general meeting of the company and shall

then be eligible for reelection.

MANAGING DIRECTORS

43.i. The Board may, from time to time, appoint one or more Directors of the company

either for fixed term with out any limitation as to the period for which he is to hold

office and may from time to time (subject to the provisions of any contract between

him and the company) remove, or dismiss him from office and appoint another in his

place.

ii. A Managing Director shall be subject to the same provisions as to resignation and

removal as the other Directors and he shall ip-so-facto and immediately cease to be

Managing Director if he ceases to hold the office of the Director from any cause.

iii. A Managing Director shall in addition to the remuneration payable to him as a

Director of the company under these articles, receive such additional remuneration

from time to time as sanctioned by the Board.

iv. Subject to the provisions of the Act and in particular to the prohibitions and

restrictions contained in section 292 thereof, the Board may from time to time entrust

to and confer upon a managing director for the time being such of the powers

exercisable under these presents by the Board as it may think fit, and may confer such

powers for such time and to be exercised for the subject and purposes, and upon such

terms and conditions and with such restrictions as it thinks fit, and the Board may

confer such powers either collaterally with, or to the exclusion of, and in substitution

for all or any of the powers of the Board, on that behalf and from may time to time,

revoke withdraw alter or vary all or any of such powers.

BORROWING POWERS

44. Subject to the provisions of the Companies Act, 1956 the Managing Director with the

approval of the Directors may from time to time raise or borrow any sums or money

for an on behalf of the company from the members or other persons, companies or

banks or he may himself advance money to the company on such interest as may be

approved by the Directors.

45. The Board of Directors may from time to time, secure payment of such money in

such manner and upon such terms and conditions in all respect as it thinks fit and in

particular by the issue of debentures or bonds of the company or by mortgage or

change of all or any part of property of the company and of its uncalled capital for the

time being.

12

46. Any debenture, bonds or other securities may be issued at discount, premium,

otherwise and with special privileges as to redemption, surrender, drawing, allotment

of shares, attending and voting at general meeting of the company and otherwise.

47. The Managing Director shall have charge custody to all property, books of accounts,

papers, documents, common seal and effects belonging to the company wheresoever

situated.

48. The Managing Director shall keep proper and complete books of accounts with

respect to the dealings and working of the company and they shall prepare and keep

or cause to be prepared and kept therein complete accounts of:

a. All sums of money received and expended by the company and the matters in

respect of which the receipts and expenditure take place.

b. Purchase and sale of goods of the company.

c. The assets and liabilities of the company and they shall also prepare and keep or

cause to be prepared and kept such other accounts of the company as are

necessary. Subject to the provisions of the Act, the Managing Directors shall keep

accounts at the Registered Office of this Company or at such other places as may

be resolved at a meeting of the Board of Directors.

SECRECY

49. No member or person shall be entitled to visit or inspect the Company’s properties

without the consent of the Board or Managing Director and to require discovery of

any information requesting the details of the company’s working, trading and all

other matters or in the nature of trade secrets which in the opinion of the Managing

Director may be inexpedient in the interest of the company to communicate to the

public.

DIVIDEND

50. Every dividend warrant may be sent by post to the last registered address of the

members entitled thereto. Receipt of the person whose name at the date of the

declaration of the dividend appears on the Register of members as the owner of any

shares or in the case of joint holders of any one of such holders shall be good

discharge to the company for all payments made in respect of such share. No unpaid

dividend shall bear interest as against the company.

THE SEAL

51. The Directors shall provide a common seal of the company and every instrument for

which the seal is affixed shall be signed by the Managing Director or any one of the

directors authorised for this purpose .

13

INDEMNITY

52. Subject to the provisions of section 201 of the Companies Act, 1956 the Managing

Director, Directors, Secretary and other officers for the time being of the company

and any trustee for the time being in relation to any of the affairs of the company and

their heirs, executors and administrators, respectively, shall be identified out of the

assets of the company from and against all such proceedings, costs, charges, losses,

damages, and expenses which they or any of them shall or may incur or sustain by

reason of any act done/omitted in or about the execution of their duty in their

respective office or trustee except (if any) as they shall incur or sustain be as through

their own willful neglects or defaults respectively and no such officer or trustee shall

be answerable for the acts, receipts, neglects, or defaults of any other officer, or

trustees or for joining in any receipts for the sake of conformity or for the insolvency

or honesty of any bankers or other person with whom any money belonging to the

company may be lodged or deposited for safe custody or for any insufficiency or

deficiency of any security upon which any money of the company shall be invested or

for any other loss or damage due to any such causes as aforesaid or which may

happen in or about the execution of his office or trust unless the same happen through

the willful neglect or default of such office or trustee.

53. If the company shall be wound. (whether voluntary or officially) the Liquidators may

with the sanction of Special Resolution, divide among the contributories in species

any part of the assets of the company and may with the like sanction vest any part of

the assets of the company in trustee upon trust for the benefit of the contributories as

the liquidators with the like sanction shall think fit.

S.N

o

NAME, ADDRESS DESCRIPTION & OCCUPATIONS

OF SUBSCRIBERS SIGNATURE

1. K. SAMPOORNAM,

W/O. S. KUPPUSAMY,

101, KODUMUDI ROAD,

SALIANKATTUPALLAM,

MUTHUR (PO) – 638 105

Occupation : HOUSE WIFE (Sd/-) K. SAMPOORNAM

2 S.PALANISWAMY,

S/O. SAMIAPPA GOUNDER,

D.No:98,

SALIANKATTUPALLAM,

KODUMUDI ROAD,

MUTHUR – 638 105.

Occupation : BUSINESS (Sd/-) S. PALANISWAMY

14

S.No

NAME, ADDRESS DESCRIPTION &

OCCUPATIONS OF SUBSCRIBERS SIGNATURE

3.

P. RAVI,

S/O K.R. PALANISAMY

CHINNAKANGAYAMPALAYAM,

MANGALAPATTI (PO),

MUTHUR – (VIA) – 638 105.

Occupation : BUSINESS

(Sd/-) - P. RAVI

4.

K.PANGAYARSELVI

W/O.M.KARMEHAM

3/54, PANDILINGAPURAM (PO),

KODUMUDI – (VIA) –638 151.

Occupation : BUSINESS

(Sd/-) - M. KARMEHAM

5.

T. SIVAKAMI,

W/O N. THANGAVEL,

694, MUTHUR ROAD,

VELLAKOVIL – 638 111.

Occupation : HOUSE WIFE

(Sd/-) – T. SIVAKAMI

6 S. NALINI,

W/O ISWARAMOORTHY,

410, K.P.C. NAGAR,

VELLAKOVIL – 638 111.

Occupation : HOUSE WIFE

(Sd/-) - S.NALINI

Place : Vellakovil All the Subscribers to this Artticles of

Date : 19.11.2012 Association have signed before me at

Vellakovil.

Witness to the above Signatures

(Sd/-) Sd/-) – N. THANGAVEL

N. THANGAVEL,

CHARTERED ACCOUNTANT,

S/O NACHIMUTHU GOUNDER,

694, MUTHUR ROAD,

VELLAKOVIL – 638 111.