1

(THE COMPANIES ACT, 1956)

(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF

NIKE ENERGY MANUFACTURING PRIVATE LIMITED

PRELIMINERY
1. Subject as hereinafter provided the Regulations contained in Table 'A' in the First
Schedule to the Companies Act, 1956 shall apply to the Company except in so far as
otherwise expressly incorporated herein below.

2. (1) In these Regulations :-

(a) "Company" means NIKE ENERGY MANUFACTURING PRIVATE LIMITED.
(b) "Office" means the Registered Office of the Company.

(c) "Act" means the Companies Act, 1956, and any statutory modification
thereof.
(d) "Seal" means the Common Seal of the Company.
(e) "Directors" means the Directors of the Company and includes persons
occupying the position of the Directors by whatever names called.
(f) “The Registration of the Company” or “its registration” means the registration
of the Company under and in pursuance of Chapter IX of the Companies
Act,1956
(2) Unless the context otherwise requires words or expressions contained in these
Articles shall be the same meaning as in the Act, or any statutory modification thereof
in force at the date at which these Articles become binding on the Company.
3. The business and assets specified in the Schedule hereto shall vest in the Company and
having regard to the obligations imposed and liabilities on the Company by these
presents shall be taken to be of the value of Rs.50,00,000/- (Rs.Fifty Lacs only) and
 2

the Shares to which the parties hereto are to be entitled as aforesaid shall be deemed
to be fully paid up by means of the net assets so brought in.

4. The assets mentioned in the said Schedule hereto shall vest in the company on its
registration free from all claims by the parties hereto and pending the registration of the
company, the parties hereto shall hold assets in trust for the company.

5. the Company shall undertake, pay, observe, satisfy, perform and fulfill the agreements and
the liabilities of the Copartnery business of Nike Industries entered into or incurred in the
name of copartnery in relation to the said business, land, buildings and assets brought in
as aforesaid and shall indemnify them respectively and their respective executors,
administrators,estates and effects from and against all actions, proceedings, damages,
claims and demands in respect thereof.

6. The business in respect of the said assets shall be deemed to have been carried on as
from the date of these presents on the Company’s behalf and accordingly the parties
hereto shall be allowed all payments made and expenses incurred and shall account for
all money and other benefits received by them respectively in relation to such business
as from that day.

7. Each share in the Capital shall be distinguished by its appropriate number and the
company shall cause to be kept in one or more books, registers of its members.

8. Until the registration of the Company the number of members shall not at any time be more
than 20.

9. The transfer of share before the registration of the company shall be made in the same
manner and shall as nearly as may be have the same effect and consequences as
between the transferor and the transferee and the company respectively as transfer of
shares made after the registration of the company.

10. Every person who after the date hereof and before the date of registration of the
company becomes the registered holder of any share in the capital shall as from time his
name is entered in the register of members, be considered as member of the company in
respect of such shares and be bound by the Articles of Association accordingly and shall
within one month afterwards at the request of the company execute the Articles of
Association or a deed of covenant to abide by the regulations of the company as regards
every such share and if any person shall fail to comply with such requests in reards to the
Company shall be suspended so long as he remains in default.
 3

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

(a) The right to transfer shares in the Company is restricted in the manner and to the
extent hereinafter appearing.
(b) 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 the
employment and have continued to be members after the employment ceased)
shall be limited to fifty; provided that for the purpose of this definition where two
or more persons jointly hold one or more shares in the Company, they shall be
treated as a single member, and.
(c) No invitation shall be issued to the public to subscribe for any shares in or
debentures of the Company.
(d) Prohibits any invitation or acceptance of deposits from persons other than its
members, directors and relatives.
SHARE CAPITAL
12. (a) The Authorised Share Capital of the Company shall be such amounts and be
divided into such shares as may, from time to time, be provided in Clause V of
the Memorandum of Association with power to increase or reduce the capital in
accordance with the Company’s regulations and legislative provisions for the time
being in force in that behalf with the powers to divide the share capital, whether
original increased or decreased into several classes and attach thereto
respectively such ordinary, preferential or special rights and conditions in such a
manner as may for the time being be provided by the Regulations of the
Company and allowed by law.
(b) The minimum paid up Capital of the Company shall be Rs. 1,00,000/-(Rupees
One Lac).
13. The business of the Company may be commenced soon after the incorporation of the
Company as and when the Directors shall think fit notwithstanding that part of the shares
have been allotted.
14. The shares shall be under the discretionary control of the Directors who may allot or
otherwise dispose of the same, to such person at such time and on such term &
conditions as they may in their absolute discretion think fit & proper.
15. Shares may be registered in the name of any minor through a guardian only as fully paid
shares.
 4

16. The Directors may allot and issue shares in the Capital of the Company as partly or fully
paid up in consideration of any property sold or goods transferred or machinery supplied
or for services rendered to the Company in the conduct of its business.
17. Subject to the provisions of section 77A, 77AA and 77B and any statutory amendments or
reenactments thereof and compliance of the provisions thereof by the Company, the
Company is authorised to purchase its own shares or other specified securities.
18. The Company in general meeting may decide to issue fully paid up bonus share to the
members if so recommended by the Board of Directors.
19. The certificate to share registered in the name of two or more person shall be delivered to
first named person in the register and this shall be a sufficient delivery to all such holders.
20. Each Fully paid up share shall carry one vote.
21. Subject to the provisions of Section 80 of the Companies Act, 1956, the Company may
issue preference shares, which are or at the option of the Company are liable to be
redeemed and/or converted into equity share capital, on such terms and in such manner
and time, as the resolution authorising such issue shall prescribe.
INCREASE AND REDUCTION OF CAPITAL
22. The Company in General Meeting may, from time to time, by ordinary resolution increase
the share capital of the Company by the creation of new shares by such sum, to be
divided into shares of such amount as may be deemed expedient.
23. Subject to any special rights or privileges for the time being attached to any shares in the
capital of the Company when issued, the new shares may be issued upon such terms and
conditions and with such preferential, qualified or such rights and privileges or conditions
there to as general meeting resolving upon the creation thereof shall direct. If no direction
be given, the Board shall determine in particular the manner in which such shares may be
issued with a preferential or qualified right to dividends and in the distribution of assets of
the Company.
24. Before the issue of any new shares, the Company in General Meeting may make
provisions as to the allotment and issue of the new shares and in particular may
determine to whom the shares be offered in the first instance and whether at par or
premium or at a discount. In case no such provision is made by the Company in General
Meeting, the new shares may be dealt with according to the provisions of these Articles.
25. Subject to the provisions of sections 100 to 103 of the Act, the Company may, from time
to time in any manner, by special resolution and subject to any consent required under
sections 100 to 103 of the Act, reduce:
(a) its share capital any
(b) capital redemption reserve
(c) any share premium account
 5

26. Subject to provisions of sections 100 to 105 of the Act, the Board may accept from any
member the surrender, on such terms and conditions as shall be agreed, of all or any of
his shares.

ALTERATION OF SHARE CAPITAL

27. The Company, by ordinary resolution may, from time to time:
a) consolidate and divide all or any of its share capital into shares of larger amount than
its existing shares.
b) sub-divide its share or any of them into shares of smaller amount than is fixed by the
Memorandum of Association so, however, that in the subdivision the proportion
between the amount paid and the amount, if any, unpaid on each reduced share
shall be the same as it was in the case of the share from which the reduced share is
derived.
c) cancel any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of share so cancelled. Where any share capital is sub-divided,
the Company in General Meeting, subject to the provisions of Section 85, 87 and
106 of the Act, may determine that as between the holders of the shares resulting
from sub-division, one or more of such shares shall have same preferential or
special rights as regards dividend, payment of capital, voting or otherwise.
LIEN
28. The Company shall have a first and paramount lien upon all the shares (not being a fully
paid up share) registered in the name of such member (whether solely or jointly with
others) and upon the proceeds of sale thereof for his debts, liabilities and engagements
(whether presently payable or not) solely or jointly with any other person, to or with the
Company, whether the period for the payment, fulfillment or discharge thereof shall have
actually allien or not and such lien shall extend to all dividends, from time to time,
declared in respect of shares, subject to section 205 A of the Act. The Board of Directors
may at any time declare any shares to be wholly or in part exempt from the provisions of
this clause.
CALLS ON SHARES AND TRANSFER OF SHARES
29. The Directors are empowered to make call on members of any amount payable at a time
fixed by them.
30. Any member desiring to sell any of his shares must notify the Board of Directors of the
number of shares, the fair value and the name of the proposed transferee and the Board
must offer to the other share holders the shares offered at the fair value and if the offer is
 6

accepted, the shares shall be transferred to the acceptor and if the shares or any of
them, are not so accepted within one month from the date of notice to the Board the
members proposing transfers shall, at any time within three months afterwards, be at
liberty, subject to Articles 12 and 13 hereof, to sell and transfer the shares to any persons
at the same or at higher price.
In case of any dispute, regarding the fair value of the share it shall be decided and fixed
by the Company’s Auditor whose decision shall be final.
31. No transfer of shares shall be made or registered without the previous sanction of the
Directors, expect when the transfer is made by any member of the Company to another
member or to a member’s wife or child or children or his heirs and the Directors may
decline to give such sanction without assigning any reason subject to Section 111 of the
Act.
32. The Directors may refuse to register any transfer of shares (1) where the Company has a
lien on the shares or (2) where the shares are not fully paid up shares, subject to Section
111 of the Companies Act, 1956.
33. Subject to Section 111 of the Act, the Directors may in their discretion, without assigning
any reason, refuse to register the transfer of any shares to any person, whom it shall, in
their opinion, be undesirable in the interest of the Company to admit to membership.
34. At the death of any members his or her shares be recognised as the property of his or
her heirs upon production of reasonable evidence as may required by the Board of
Directors.
35. Subject to Sec 108 of the act, every instrument of transfer, duly stamped must be
accompanied by the certificate of share proposed to be transferred and such other
evidence as the director may require.
36. The Certificate of title of share shall be provided attaching of the seal of the Company.
GENERAL MEETINGS
37. All General Meetings other than the Annual General Meeting shall be called Extra-
ordinary General Meetings.
38. (a) The Board may whenever it thinks fit, call an Extra-ordinary General Meetings.
(b) If at any time they are not within India directors capable of acting who are
sufficient in number to form a quorum, any Director or at least any two members
of the Company may call an Extra-ordinary General Meeting in the same
manner, as nearly as possible, as that a meeting may be called by the Board.
39. At least twenty-one days, clear notice of General Meetings of the Company, specifying
the day, hour and place of meeting and the objects shall be given. In every such notice
calling meeting of the Company there will appear a statement that member is entitled
to appoint proxy to attend and to vote instead of himself. A General Meeting may be
 7

called after giving a notice shorter than twenty-one days if consent is accorded in case of
any general meeting of all the members entitled to vote there at and in case of any other
meeting by members holding not less than 95 (Ninety Five) percent of the paid up share
capital and is given a right to vote a meeting.
40. No business shall be transacted at any general meeting, unless quorum of members in
present. At least two members present in person shall be the quorum for general meeting.
41. The Chairman, if any, of the Board, shall preside as Chairman of all Board and general
meetings, of the Company. If at any time the Chairman is not present within 15 minutes
after the time appointed for holding the same, the Directors present shall elect one of the
Directors present to be Chairman of such meeting. If no directors is present or unwilling to
act as Chairman, the members may appoint one of their members as Chairman.
42. No member shall be entitled to exercise any voting rights either personally or by proxy at
any meeting of the Company in respect of any shares registered in his name on which any
calls or other sums presently payable by him have not been paid or in regard to which the
Company has exercised any right of lien.
MINUTES
43. Directors shall respectively cause minutes of all proceedings of General Meetings and of all
proceedings at meetings of Board of Directors or of committee of the Board to be duly
entered in books to be maintained for that purpose in accordance with Section 193 of the
Act.
The minutes of each meeting shall contain:
(a) The fair and correct summary of the proceedings thereat.
(b) The name of the Directors present at the meeting in case of meeting of Board or
committee of Board of Directors.
(c) The name of the Directors, if any, dissenting from or not consenting to the resolution,
in the case of each resolution passed at the meeting of Board or committee of Board
of Directors.
(d) All appointments of officers made at any meeting. Any such minutes, purposing to be
signed in accordance with the provisions of Section193 of the Act, shall be evidence
of the proceedings.
DIRECTORS
44 The number of Directors shall not be less than two and not more than twelve.

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

1. SHRI, CHINTA MANI AGRAWAL

2. SHRI, GURU PRASAD AGRAWAL
 8

3. SMT. SAROJ AGRAWAL

4. SHRI,TARUN GARG

46. The Directors may from time to time, appoint one or more of their body to the office of the
Managing Director for one or more of the divisions of the business carried on by the
Company and to enter into agreement with him in such terms and conditions as they may
deem fit.

47. The Directors shall have the power, at any time and from time to time, to appoint any
person as additional Director in addition to the existing Director so that the total number of
Directors shall not at any time exceed the number fixed for Directors in these articles, Any
Directors so appointed shall hold office only until the next following Annual General Meeting
but shall be eligible thereof for election as Director.
48. The Managing Director may be paid such remuneration as may, from time to time, be
determined by the Board and such remuneration as may be fixed by way of salary or
commission or participation in profits or partly in one way or partly in another subject to the
provisions of the Companies Act, 1956.
49. The quorum necessary for the transaction, of the business of the Board meeting subject to
Section 287 of the Act, shall be one third of the total strength or at least two whichever is
higher.
50. Subject to section 289 of the Act, a resolution in writing signed by the Director's except a
resolution which the Act specifically required it to be passed at a Board meeting shall be
effective for all purposes as a resolution passed at a meeting of Directors duly called, held
and constituted.
51. Subject to provisions of Section 313 of the Act, a Director, who may be absent for a period,
not less than 3 (three) months from the State in which the meeting of the Board are
ordinerly held, have power to appoint any member of the Company elected by him as an
alternate director by giving notice in writing under his name to the Board and at his
discretion to remove, such alternate director. Such alternate Director shall vacate office
when his appointee is present in person or cease to be director. Save as aforesaid such
alternate director while so acting shall exercise and discharge all functions and powers and
be subject to all the duties and limitations of the Director which he represents and shall be
entitled to receive notice to attend and to vote a Director’s Meeting on behalf of meeting
attended by him.
 9

52. The Director shall have power for engagement and dismissal of managers, engineers,
assistants, clerks and others and shall have power of general direction, and management
and suprintendence, of the business of the company with full powers to do all such acts,
matters and things deemed necessary, proper or expedient for carrying on the business
and concern of the Company including the power to make such investment of the
Company’s fund as they shall think fit, subject to the limit fixed by the Board of Directors
under Section 292 of the Act and sign contracts and to draw, make. sign, accept, endorse
and negotiate on behalf of the Company all bills of exchange, promissory notes, hundies
drafts, Government Promissory Notes and other Government securities and such other
instruments.
53. The Director may delegate all or any of their powers to such other Directors, Managers or
other persons as they think fit and shall have power to grant to any such person such
power of attorney, as they deem expedient and such powers at pleasure to revoke,
subject to Section 292 and 312 of the Companies Act, 1956.
54. Subject to Provision of the Companies Act, 1956 the director shall receive such
remuneration for their services as may, from time to time, be determined by the Company
in general meeting or in a Board Meeting or may be contained in an agreement, if any,
between the Company and any Director or Directors.
55. A Director shall not be required to hold any qualification shares in the Company and also
not required to retire by rotation.
56. The Director shall also be paid travelling and other expenses of attending and returing
from meeting of the Board (including hotel expenses) and any other expenses properly
incurred by them in connection with the business of the Company. The Directors may
also be remunerated for any extra services done by them outside their ordinary duties as
Director, subject to the provisions of Section 314 of the Act.
57. Subject to the provisions of the companies Act, 1956 and the Rules framed thereunder,
Board may decide to pay a Director out of the funds of the Company by way of sitting
fees a sum to be determined by the board for each meeting attended by him.
58. If permitted by the Act, the director may participate in board meeting by telephone or
video conferencing or any other means of contemporaneous communication.
59. A Written Resolution circulated to all the Director, weather in India or overseas and
signed by majority of them as approved, shall (subject to the provisions of section 289 of
the act.) be as valid and effective as a resolution duly passed at the meeting of the
Board.
60. The controlling shareholders shall have the right to appoint managing director of the
company.
POWERS AND DUTIES OF DIRECTORS
 10

61. The following powers shall be exercised by the Board or any Committee of the Board, or
otherwise by the Company as may be so required:
a) To voluntarily liquidate the Company.
b) To increase or reduce the Company's capital.
c) To issue and allot new shares.
d) To make any Rights Issue of shares.
e) To adopt any resolution to alter the Memorandum and Articles of Association.
f) To join any other company or to invest in any other company.
g) To Issue Debentures.
h) To undertake or permit any merger, consolidation or reorganisation of the Company.
i) To decide on the declaration of dividends and appropriation of profits.
j) Subject to the provisions of Section 372-A of the Act, to give to make any loan to any
person or other body corporate or give guarantee or provide security in connection
with a loan made by any other person to or to any other person by any body
corporate.
62. The business of the Company shall be managed by the Board of Directors who may pay
all such expenses preliminary and incidental to the promotion, formation, establishment
and registration of the Company as they think fit and may exercise all such power of the
Company dand do on behalf of the Company all such acts as may be exercised or done
by the Company in general meeting and are not barred by statue or by these Articles and
are required to be exercised or done by the Company in General Meeting, subject
nevertheless to any regulations of the Articles, to the provisions of the statue and to such
regulations not being inconsistent with aforesaid regulations or provisions as may be
prescribed by the Company in general meeting but no regulation made by the Company
general meeting shall invalidate any prior act of the Directors which would have been
valid if such regulations had not been made.
63. The Board of Directors may form time to time, pay to the members such interim dividends
as appear to be justified from the profits of the Company.
BORROWING POWERS
64. Subject to section 58-A and 292 of the Companies Act. 1956, and Regulations made
there under and Directions issued by the RBI the directors may, from time to time, raise
or borrow any sums of money for and on behalf of the Company from the member or
other persons, companies or banks or they may themselves advance money to the
company on such interest or no interest as may be approved by the Directors, without
security or on security.
65. The Directors may, from time to time, secure the payment of such money in such manner
and upon such terms and conditions in all respects as they deem fit and in particular by
 11

the issue of bonds or debentures or by pledge, mortgage, charge or any other security on
all or any properties of the Company (both present and future) including its uncalled
capital for the time being.
66. Any debenture, bonds, or other securities may be issued at discount, premium or
otherwise and with special privileges as to redemption, surrender, drawing and allotment
of shares of the Company and otherwise.

OPERATION OF BANK ACCOUNTS

67. The Directors shall have the power to open bank accounts to sign cheques on behalf of
the Company and to operate all banking accounts of the Company and to receive
payments, make endorsements, draw and accept negotiable instruments, haudies and
bills or may authorise any other person or persons to exercise such powers.
ACCOUNTS
68. (a) The Board shall, from time to time, determine whether and to what extent and at
what, times and places and under what conditions or regulation the accounts and
books of the Company or any of them shall be open to the inspection of
members (not being Director).
(b) No members (not being Director) shall have any right of inspecting any accounts
or books of account of the Company except as conferred by law or authorised by
the Board or by the Company in General Meeting.
69. The Directors shall in all respect comply with the provisions of Section 209, 209A,
210,211,215,216,217,218, 220, 221 and 222 of the Act, and profits and Loss Account,
Balance Sheet and Auditors Report and every other document required by law to
annexedor attached as the case may be, to the Balance Sheet, to be sent to every
member and debenture holder of the Company and every trustee for the holders of the
debentures issued by the Company at least twenty one days before the date of Annual
general meeting of the Company at which they are to be laid, subject to the provisions of
section 219 of the Act.
AUDIT
70. (a) The first Auditor of the Company shall be appointed by the Board of Directors
within one month from the date of registration of the Company and the Auditors
so appointed shall hold office until the conclusion of the first Annual General
Meeting.
 12

(b) At each annual General Meeting the Company shall appoint an Auditor to hold
Office from the conclusion of the Meeting till the conclusion of the next Annual
General Meeting.
(c) The remuneration of the Auditor shall be fixed by the Company in the Annual
General Meeting or in such manner as the Company in the Annual General
Meeting may determine. In case of an Auditor appointed by the Board his
remuneration shall be fixed by the Board.
(d) The Board of Director may fill any casual vacancy in the office of the auditor and
where any such vacancy continues, the remaining auditor, if any may act, but
where such vacancy is caused by the resignation of the auditors and vacancy
shall be filled up by the Company in General Meeting.
COMMON SEAL
71. (a) The Common Seal of the Company may be made either of metal or of rubber as
the 'directors may decide.
(b) The Board shall provide for the safe custody of the Company’s Common Seal.
(c) The Seal shall not be affixed to any instrument except by the authority of a
resolution of the Board or of a Committee of the Board authorised by it in that
behalf and except in the presence of atleast one director who shall sign every
instruments to which the seal of the Company if so affixed. The share certificate
will, however, be signed and Sealed in accordance with Rule 6 of the Companies
(Issue of Share Certificates) Rules, 1960.
SECRECY
72. Subject to the provisions of law of land and the act, every manager, auditor trustee,
member of a committee, officer servant, agent accountant or other persons employed in
the business of the company shall, if so required by the Board of Directors before
entering upon his duties, sign, declaration, pledging himself to observe strict secrecy
respecting all transactions of the Company with its customers and the state of account
with individuals and in matters relating thereto and shall by such declaration pledge
himself, not to reveal any of the matters which may come to his knowledge in the
discharge of his duties except when required to do so by the directors or by any court of
law and except so far as may be necessary in order to comply with any of the provisions
in these presents.
WINDING UP
73. Winding up when necessary will be done in accordance with the requirements of the
Companies Act, 1956 or statutory modification thereto.
INDEMNITY
 13

74. Subject to the provisions of Section 201 of the Act, every Director, Manager, Auditor,
Secretary and other officers or servants of the Company shall be indemnified, out of the
assets of the Company against any bonafide liability incurred by him in defending any
bonafide proceedings, whether civil or criminal, in which judgement is given in his favour
or in which he is acquired or in connection with any application under section 633 of the
Act, in which relief is granted to him by the Court.

SCHEDULE

REFERRED TO IN THE PREAMBLE TO THE MEMORANDUM OF

ASSOCIATION AND CLAUSE 2 AND 3 OF ARTICLES OF ASSOCIATION

1. LAND & BUILDINGS :

Arazi No. 279/2 Situated at Ganeshpur, Measuring

Shivpur,Varanasi 32.64 Biswa

And all the building and structures constructed or under construction or

standing on the above land.

2. PLANT & MACHINERIES:

The complete Plant alongwith the accessories etc.to manufacture/repair Power

transmission and other equipments which includes-

NAME OF MACHINE QUANTITY

LATHE MACHINE 23
SHAPER MACHINE 2
MILLING MACHINE 4
WELDING MACHINE 7
POWER HEXA MACHINE 2
PLASMA ARC CUTTING MACHINE 1
CONTINUOUS WELDING MACHINE 1
CONVENTIONAL GAS CUTTING MACHINE 2
POWER PRESS MACHINE 4
POWDER COATING MACHINE 1
PUNCHNG DIE BIRD DEFECTION ETC. 1
POWER DRILL MACHINE 5
 14

GENERATOR 125 KVA 2

GENERATOR 77 KVA 1
GENERATOR POWER LINE 1
CNC PLASMA CUTTING 1
CNC TURNING CENTRE 1
SURFACE GRINDING MACHINE 1
CYLINDRICAL GRINDING MACHINE 1
ADDA MACHINE 3
POWER HEXA 2
POWER PRESS 3
DIE CASTING PLANT 1
HEAD FORGING PLANT 1
ROTARY FURNANCE 1
PIT FURNANCE 1
PORTABLE PERMANENT MOULD (DIE) 6
PIT FURNANCE C/I MELTING 2
ALUMINIUM MELTING 1
OVER HEAD OIL TANK FOR FURNANCE 1
NUT TAPPING MACHING 2
DIE HEAD MACHINE 1
HARDNESS TESTING MACHINE 1
TESTING MACHINE VIBRATION SYSTEM 1
METAL CUTTING BAND SAW MACHINE 1
ALUMINIUM MELTING FURANCE 1
REDIAL DRILL MACHINE 1
HUBBING MACHING 1

3. VEHICLES:

REGISTRATION DESCRIPTION MAKE

NO.
UMH /4597 JEEP MAHINDRA

UP65 AR/ 8436 HYDRA ACE

UP65AR/1795 MAHINDRA UTILITY MAHINDRA

 15

4.TELEPHONE & TELEX:

PLACE DESCRIPTION NUMBER

CK54/38 RAJA ORPET 2413162

DARWAJA, VARANASI 2418756 (Fax)

5. DETAILS OF LICENCES AND REGISTRATION:

DESCRIPTION NUMBER

CENTRAL SALES TAX REGISTRATION VN- 5108256 Dt. 30- 09- 77

UTTAR PRADESH SALES TAX TIN No. 09483600110 Dt. 30-

REGISTRATION 09-77
UPTT No. VN- 0174718 Dt. 30-
09-77
LICENCE REGISTRATION UNDER THE BRS – 673
FACTORIES ACT 1943
REGISTRATION AS SMALL SCALE 20 – 54 – 02474 Dt. 27 – 12 –
INDUSTRIAL UNIT WITH DIC 1980 SSI/11
INCOME TAX REGISTRATION AABFN8540M

EMPLOYEES STATE INSURANCE CODE No. UPVN 18493

IMPORTER – EXPORTE CODE NUMBER 1591000882 Dt. 08 - 10 - 1991

ALLOTTED BY GOVT. OF INDIA , MINISTRY
OF COMMERCE
FIRM REGISTRATION NUMBER WITH 6807/7 V 12897 Dt. 25.03.2010
REGISTER OF FIRMS U.P.
EXPORTER CODE NO. ALLOTTED BY AABFN 8540 MXM 001
RESERVE BANK OF INDIA KANPUR

6.All office equipments, typewriters, Computers, Furnitures and fittings belonging to and
owned by Nike Industries.

7.Rights to all licences/permits whether in the name of Nike Industries or any of the
partners of the firm belonging to and owned by Nike Industries
 UNDER THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

NIKE ENERGY MANUFACTURING PRIVATE LIMITED

This deed of Co-partnery made and entered on this 26th day of March,2010 amongst (1)
Shri,Chinta Mani Agrawal son of (Late) Shri, Narsingh Das Agrawal by occupation
Businessman Resident of K.67/78, Ishwargangi, Varanasi of the 1st part ( Which
expression shall unless excluded by or repugnant to the subject or context be deemed to
include his heirs, executors, administrators, legal representatives and assigns) (2) Shri,
Guru Prasad Agrawal son of (Late) Shri, Narsingh Das Agrawal by occupation
businessman Resident of CK. 54/36, Govindpura Khurd, Varanasi of the 2nd part( Which
expression shall unless excluded by or repugnant to the subject or context be deemed to
include his heirs, executors, administrators, legal representatives and assigns) (3) Shri,
Tarun Garg son of (Late) Shri, Damodar Das Agrawal by occupation businessman
Resident of CK. 54/36, Govindpura Khurd, Varanasi of the 3rd part( Which expression
shall unless excluded by or repugnant to the subject or context be deemed to include his
heirs, executors, administrators, legal representatives and assigns) (4) Smt. Saroj Agrawal
wife of Shri, Bhanu Prakash Agrawal by occupation businesswoman Resident of D-
64/132-2, Sigra, Varanasi of the 4th part ( Which expression shall unless excluded by or
repugnant to the subject or context be deemed to include her heirs, executors,
administrators, legal representatives and assigns) (5) Shri, Amit Agrawal son of Shri,
Bhanu Prakash Agrawal by occupation businessman Resident of D-64/132-2, Sigra,
Varanasi of the 5th part ( Which expression shall unless excluded by or repugnant to the
subject or context be deemed to include his heirs, executors, administrators, legal
representatives and assigns) (6) Shri, Harish Garg son of (Late) Shri, Damodar Das
Agrawal by occupation businessman Resident of D-64/132-2, Sigra, Varanasi of the 6th
part ( Which expression shall unless excluded by or repugnant to the subject or context be
deemed to include his heirs, executors, administrators, legal representatives and assigns)
and (7) Shri, Manish Garg son of Shri, Anant Prasad Agrawal by occupation businessman
Resident of CK. 54/36, Govindpura Khurd, Varanasi of the 7th part( Which expression
shall unless excluded by or repugnant to the subject or context be deemed to include his
heirs, executors, administrators, legal representatives and assigns)
1
 WHEREAS the parties hereto have been carrying on business in Co-partnership
under the name and style of NIKE INDUSTRIES at C.K.54/38, Govindpura Khurd,
Varanasi under the partnership deed made on 28th August,1977 and further amended as
time to time

AND WHEREAS the said partnership has been duly registered under the Indian
Partnership Act,1932.

AND WHEREAS all the parties hereto for the smooth working and better
efficiency of the said business have agreed that the members of the said co-partnery or
JOINT STOCK COMPANY (having its meaning as defined by Section 566 of the
Companies Act,1956) will abide by and be subject to the declaration and regulations
contained in the Memorandum and Articles of Association following.

AND WHEREAS the said co-partnery or JOINT STOCK COMPANY has for its
assets interalia the premises and business carried on under the name and style of NIKE
INDUSTRIES with its principal office at C.K. 54/38,Govindpura Khurd, Varanasi which
includes properties mentioned in Schedule hereto ( Which properties are here-in-after
described as the said properties).

AND WHEREAS the Shares of the parties hereto in the said Co-partnery or
JOINT STOCK COMPANY (including the said properties) are as follows-

Sl.no. Name Percentage No. of shares Value (Rs)

1 Shri, Chinta Mani Agrawal 20% 1,00,000 10,00,000

2 Shri, Guru Prasad Agrawal 20% 1,00,000 10,00,000

3 Smt. Saroj Agrawal 20% 1,00,000 10,00,000

4 Shri, Tarun Garg 20% 1,00,000 10,00,000

5 Shri, Amit Agrawal 10% 50,000 5,00,000

6 Shri, Harish Garg 5% 25,000 2,50,000

7 Shri,Manish Garg 5% 25,000 2,50,000

Total 100% 5,00,000 50,00,000

2
 Now this indenture witness that each of the parties hereto respectively so far as it
relates to the acts and deeds of himself or herself respectively and his or her
representatives, heirs, executors and administrators both hereby covenant with each of the
others of them respectively, so far as it relates to the acts and deeds of himself or herself
or her respective representatives, heirs, executors, and administrators and also as a
separate covenant with each others of them that the several persons and parties hereto
respectively and the several other persons, if any, who shall or may become members of
the said JOINT STOCK COMPANY in the manner here-in-after mentioned shall whilst
holding shares in the capital of the company and continue (Until dissolved under the
provisions in this behalf here-in after contained) to be a JOINT STOCK COMPANY
under the name and style here-in-after specified and that such company and the members
shall be subject to the declarations and regulations contained in the Memorandum and
Articles of association following:

I. The name of the Company is NIKE INDUSTRIES and after the registration of the
Company under part IX of the Companies Act,1956, shall be NIKE ENERGY
MANUFACTURING PRIVATE LIMITED.

II. The Registered office of the Company will be situated in the State of UTTAR
PRADESH.

III. The Objects for which the Company is established are:-

(A). MAIN OBJECTS TO BE PERSUED BY THE COMPANY ON ITS

INCORPORATION ARE:

1. To become vested with and continue the Co-partnery business now being carried under
the name and style of NIKE INDUSTRIES at C.K.54/38, Govindpura Khurd, Varanasi
including its undertaking and all its assets, movable and immovable (Including actionable
claims), rights, benefits, quotas, title, interests, approvals, registrations, permits, facilities,
concessions, sanctions, privileges, goodwill, licences, debts belonging to or held by the
parties hereto in connection with the said partnership business and to undertake liabilities
and the rights and liabilities of the parties hereto in the said co-partnery business and in
connection therewith and goodwill, if any, of such business.

2.To carry on the business as Manufacturer, exporter and Supplier of Power Transmission
Line Stringing Tools, Hardware fitting, Synthetic Rubber Parts and doing fabrication and
casting of Loco and BHEL Items and as engineers, designers, architects, planners,
technical advisers, analysers, builders, founders, researchers, contractors, consultants,
manufacturers, producers, suppliers, buyers, sellers, agents, stockist, intermediaries,
assemblers, fabricators, modifiers, breakers, dismantlers, repairers, operators, importers,
exporters, distributors, dealers of and agents in automatic, semi automatic, manual and
other types of plant and machineries, spares, parts, accessories.
3
(B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE
MAIN OBJECTS :

1. To purchase or otherwise acquire, own and deal in all materials, substance and
other articles and apparatus and things capable of being used in any of the
aforesaid businesses and to own, and otherwise acquire and use facilities of
whatever kind as may be convenient or useful or conducive to the effecting
working of the main business or any part thereof.

2. To acquire, build, alter, maintain, enlarge, pull down, remove or replace, and to
work, manage and control any land and buildings, branches or which may seem
necessary to carry out the main objects of the company and to join with any other
person or company in doing any of these things.

3. To spend money in experimenting upon the testing 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.

4. To do all or any of the above things either as principals, agents, trustees,

contractors or otherwise and either alone or in conjunction with other and either by
or through agents, sub-contractors, trustees or otherwise.

5. To undertake financial and commercial obligations, transactions and operations of

all kind connected with the main objects or business of the company and ensure
the property of the company from liability or loss in any respect.

6. Subjects to the provisions of the companies Act, to lease, hire, exchange,

mortgage, royalty or tribute, grant licenses, easements, options and other right over
in any other manner deal with or dispose off the whole or any part of the
undertaking, property, assets, rights, and effects of the company for such
considerations as may be thought fit and in particular for stock, shares whether
fully or partly paid-up, or securities, of any other company having objects in whole
or in part similar to those of the company or as may be approved by the
shareholders.

7. Subject to the provisions of section 58A, and 292 of the companies Act, 1956 and
the Rules made thereunder and the direction issued by the Reserve Bank of India,
to receive money on deposit or loan and borrow or raise money in such manner as
the company shall think fit, and in particular by the issue of debentures, or
debenture stock (perpetual or otherwise) and to secure the payment 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

4
 performance by the company or any other person or company of any obligation
undertaken by the company.

8. To aid pecuinarily or otherwise, any association, body or movement having for an

object the solution, or the promotion of industry or trade subject to section 293 A
of the Companies Act,1956.

9. To purchase, take on tenancy or exchange, hire, take options over or otherwise

acquire for any estate or interest, whatsoever and to hold, develop, deal with and
turn to account, concessions, grants, decrees, licences, privileges, claims, options,
property, real or personal or rights or powers of any kind which may appear to be
necessary or convenient for the main business of the company.

10. To pay for any rights or property acquired by the company and to remunerate any
person, the servants of the company, firm or body corporate rendering services to
the company either by cash payment or by allotment to him or them of shares or
securities of the company as paid up in full or in part or otherwise, and out of and
in proportion to the profit of the company or any money received by way of
premium, or share or debentures issued at a premium and dividend accrued on
forfeited shares or from unclaimed dividends as think fit.

11. To guarantee the performance of any contract or obligation of and the payment in
any case in which such guarantee may be considered directly to further the objects
of the company.

12. To guarantee the payment of money secured or unsecured or payable under or in

respect of promissory note, or otherwise for the debts of any description for the
attainment of the main objects of the company.

13. To pay for preliminary expenses in connection with formation, promotion and
registration of the company and take over pre-incorporation contracts, if any.

14. To invest in security and other movable and immovable properties, other than
investments in Company’s own shares any money of the Company not
immediately required in such investments and in such manner as may be thought
proper. To hold or otherwise deal in such investments as may be necessary for the
purposes of the company and to acquire and dispose of shares and interest in firm
or companies established for the prosecution and execution of undertakings of any
description.

15. To lend money or pledge, hypothecate, mortgage or otherwise to any company or

firm or persons on the security of any company, firm or persons in connection with
the business of the company subject to provision of Banking Regulation Act, 1949

5
16. To draw, make, accept, endorse, discount, negotiate, execute and issue bills of
exchange, bills of lading, warrants, hundies, promissory notes, debentures and
other negotiable or transferable instruments or securities.

17 To acquire and undertake to execute contracts, agreements, arrangements of every

kind of description and undertake all or any part of the business, property and
liabilities of any person, or company, on or proposing to carry on any business
which this company is authorised to carry on or possessed of property suitable for
the purposes of the company within India or elsewhere.

18 To procure the registration or recognition of the company in or under the laws of

any place outside India.

19. To form incorporate, float or promote any Company or Companies whether in

India or abroad having amongst its or their objects the acquisition of all or any of
the assets or control, management or development of the company or any other
object or objects which in the opinion of the company could directly or indirectly
assist the company in the management of its business or the development of its
properties or otherwise prove advantageous to the company and to pay all or any
of the costs and expenses incurred in connection with any such promotion or
incorporation and to remunerate any person or company in any manner it shall
think fit for services rendered in the formation or promotion of the company or the
conduct of its business or in or about the promotion of any other company in which
the company may have an interest or in the issue of any securities of the company
or any company promoted by this company.

20. Subject to the provision of section 391 and 394 of the companies Act, 1956 to
amalgamate, enter into partnership or into any arrangement for sharing of profits,
union or interest, cooperation, joint venture, reciprocal concession or otherwise
with any person, firm or company carrying in or about to carry on or engage in any
business or transaction which the company is authorised to carry on or engage in
any business or undertaking or transaction which may seem capable of being
carried on or conducted so as directly or indirectly to benefit the company and to
give or accept by way of consideration for any of the acts or things aforesaid or
property acquired, any shares, debentures stock or securities that may be agreed
upon and to hold and retain or sell mortgage and deal with any shares, debentures,
debenture stock or securities so received.

21. To acquire, the goodwill of any business within the objects of the company and
any land, privileges, rights, contracts, property or effect held our used in
connection therewith and upon such purchases to under take the liability of any
company, association, partnership or person.

22. To enter into arrangements and take all necessary or proper steps with
Governments or with other authorities, Supreme, National, Local, Municipal or
otherwise of any place in which the Company may have interests and to carry on
6
 any negotiations or operations for the purpose of carrying out the objects of the
Company or effecting any modification in the constitution of the company or
furthering the interest of its members and to oppose any such steps taken by any
other company, firm or person which may be considered directly or indirectly to
prejudice the interest of the company or its members and to assist promotion
whether directly or indirectly of any legislation which may seem advantageous to
the company and to obtain from any such Government, authority and Company
and charters, and contracts, decrees, rights, grants, loans, privileges or concessions
which the company may think it desirable to obtain and to carry out, exercise and
comply with any such arrangements, charters, decrees, rights, privileges or
concession.

23. To adopt such means of making known the company and business of the company
as may seem expedient and in particular by advertising in the press, by circulars,
by purchase and exhibition of works of art or interest and participation in national
and international exhibitions by publication of books and periodicals and by
granting prizes, rewards and donations, subject to the provision of the Companies
Act, 1956.

24. Subject to section 187-C of the Companies Act, 1956 to undertake and execute any
trust, the undertaking of which may seem to the company desirable and either
gratuitously, or otherwise and vest any real or personal property, rights or interests
acquired by or belonging to the Company in any person or Company on behalf or
for the benefit of the company and with or without any declared trust in favour of
the company to accept gifts and to give gifts and donations, to create trusts for the
welfare of employees, members, directors and / or their dependents, heirs and
children and for any deserving object and for other persons.

25. To arrange for the marketing in India and abroad and sale of the products, by-
product of the Company and purchase of raw materials, goods and articles as
necessary for carrying on the business of the company and, for that purpose, either
to establish its own shops, agencies or marketing organisations or to selling or
buying agents or distributors or both in any place in or outside India.

26. To open and operate any type of bank accounts in the name of the company with
the bank and obtain credit facilities with or without securities for its business.

27. To establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or super-annuation funds for the benefit
of and give or procure the giving of donations, gratuities, pensions, allowances or
emoluments or any person who are or were at ant time in the employment or
service of the company or is allied to or associated with the Company or with any
such Subsidiary Company, or who are or were at any time Directors or officers of
the Company as aforesaid and the wives, widows families and dependents of any
such persons.

7
28. To engage, employ, suspend and dismiss executives, engineers, agents, managers,
superintendents, assistants, clerks, coolies and other servants and labourers and to
remunerate any such persons at such rate as shall be thought fit, to grant bonus
compensation, pension or gratuity to any such person (s) or to his widow or
children and generally to provide for the welfare of all employees.

29. To appoint Directors or Managers of any subsidiary company or any other

company in which this company is or may be interested.

30. Subject to provisions of section 201 of the Companies Act, 1956 to indemnify
members, officers, directors and employees of the company against proceedings,
damages, claims and demands in respect of anything or ordered to and in the
interest of the company and for any loss, damages or misfortune whatsoever,
which shall happen in the execution of the duties of their officers or in relation
hereto, out of the Company’s funds and assets.

31. To give political and social donations, as may be permitted by law, and to promote
clubs, societies and groups, to subscribes or contribute to any charitable benevolent
or useful objects of a public character for the attainment of the objects of the
company.

32. The objects of the company shall extend to the world at large.

(C) OTHER OBJECTS:

1. To engage in research and provide technical know-how into all aspects of

personnel, industrial and business management and administration, to collect,
prepare and distribute information and statistics relating to any type of business or
industry and to provide, propose and carry out such methods, procedures and
measures.

2. To carry on the business as advertising agents, travelling agents, transport agents,

brokers, underwriters and estate agents.

3. To carry on the business of manufacturers of and dealers in automobile parts,

accessories, ancillaries, stores and spares and to engineer, develop, design,
assemble, manufacture, produce, import and export, buy, sell and otherwise deal
in industrial, mining, agricultural and other machines.

4. To carry on the business of hotel, restaurant, café, boarding and lodging

housekeepers, licensed victualiers, wine, beer and spirit merchant, indoor and
outdoor games, beauty parlours, entertainment and confectioners of all types.

5. To carry on all or any of the business of constructional engineers, architects,

builders, furnishers, contractors, decorator, electrician, wood workers and to
8
 acquire, picture places, bridges, develop buy, sell, real estate multi-story or the
other building and group housing schemes, colonies, hotels.

6. To carry on business as importer and exporters of goods or merchandise of any

description or to act as shippers, commission agents, forwarding and clearing
agents,

7. To carry on the business of manufactures, importer, buyers or sellers, repairers or

dealers in any or all kinds of heavy and light vehicles including their spares and
accessories and to provide all kinds of services relating to the above including
repairs and servicing.

8. To underwrite, acquire take up and hold share, stock, debentures, debentures-

stock, bonds, obligations and securities issued or guaranteed by any company or
corporation or carrying on business in India or elsewhere or guaranteed by any
government, public body or authority as determined from time to time.

9. To carry on the business as an investment company, to act as merchant bankers,

brokers advisors to the issue and to otherwise assist in or facilitate public issue or
private placement of shares, debentures and other securities.

10. To manufacture, buy, sell or deal in laminates, whether decorative or industrial

laminate, sheets, cotton fabrics impregnated with epoxy coating for electrical
industry, cotton fabric with plastisol coating for furnishings and polyester fabrics.
11. To acquire, establish, alter, manage and run clinics, dispensaries, maternity homes
and pathology, laboratories, blood bank, ultrasound theatre, nursing homes and/or
hospitals and provide any type of medical facilities.

12. To carry on the business as publisher, printers, stationers, artists, decorators,

photographers, lithographer, photo composers, engraves, designers and to acquire,
buy, sell and otherwise deal in copying Xerox, Photostat, electrostat and copying
of all kinds and publishing of newspapers, periodicals, journals, books,
magazines, novels and other legal, religious, cultural, sports and literary work and
undertaking.

13. To carry on business of manufacturers and dealers, importers and exporters of

natural and synthetic resins, moulding powders, adhesives, oil paints, distempers,
cellular paints, colours, varnishes, enamels, gold and silver leaf and enamels and
spirits.

14. To carry on all or any type of the business of transport, cartage and haulage
contractors, garage proprietors, owners and charters of road vehicles, air crafts,
ship, tugs, barge, and boats of every description, lighterman, carriers of goods and
passengers by road, rail, water or air carmen, cartage contractors, stevedores,
wharfingers, cargo superintendents, packers, hauliers warehousement, storkeepers
and job masters.
9
15. To carry on the business of manufacturers, processors, designers, buyers, sellers,
exporters, importers and / or otherwise, dealers in all kind of card board packing,
corrugated packing, pillow packing, plastic packing, polythene packing, gunny
bags, polythene films,, containers, bottles, hollowares, whether made of plastic or
any man-made fibre, leather or of other material including high or low density
polythene, polyproplene, plastic, P.V.C. chemical and other man-made fibrous
material used in manufacture of card board packing, corrugated packing, plastic
packing, polythene packing, gunny bags, containers, bottles, hollow ware etc. and
to manufacture, process, buy, sell, import, export or otherwise deal in all or any of
such products, the raw materials, stores, packing materials, products and allied
commodities.

16. To erect, build, maintain and let out on hire or rent, cold storage rooms and
provide for refrigeration and to carry on the undertake, storage, packing, removal,
carrying, delivery, purchases, sales and exchange of fruits and vegetables
including potatoes and all kinds of agricultural and other goods and generally to
carry on the business of cold storage company in all its branches.

17. To purchase, sell, import, export, produce or otherwise deal in, preserved
vegetables, tinned fruits, spices, salts, honey, soyabean and all types of food and
food product, dieteiet product and preparations, food-grains, develop and exploit
farms, horticulture, agricultural animal husbandry, dairy poultry and allied
farming lines which can be conveniently carried on in farming business tinned
all types of fishes and non –vegetable foodstuff and to assist any one in this
business and to carry on the business of farming and aerial spraying .

18. To purchase, sell, develop, take in exchange or on lease , hire or otherwise

acquire , whether for investment or sale , or working the same , any real or
personal estate , including lands ,mines , business building , factories, mills,
houses, cottages, shops, depots, warehouses , machinery , plant , stock in trade,
mineral rights concessions, privileges, licences, easement or interest in or with
respect to such property in consideration for gross sum or rent or partly in one
way and partly in the other or for any other consideration ; to carry on business
as proprietor of flats and building and to let on lease or otherwise apartments
there in , and to provide for the conveniences commonly provided in flats,
suites and residential and business quarters.

19. To carry on the business of manufacturers of and dealers in all kinds and classes
of paper and pulp including sulphite and sulphate, woods pulp, mechanical pulp
and soda pulp and papers including transparent vellum , writing printing, glazed,
absorbent news printing , ceiling papers, wrapping tissue , cover blotting filter,
bank or bond , brown buff or coloured lined, azure laid , grass of water proof,
hand made parchment , drawing craft , carton , envelop and of and straw
duplex and triplex boards and all kinds of articles made of the above and also
to deal in or manufacture artificial leather of all varieties, grades and colour.
10
20. To enter into agreement and contracts to acquire from or sell to any person or
body corporate or un-incorporate whether in India or elsewhere technical
and managerial information know- how processes, engineering, manufacturing,
operating and commercial data, plans, layout and blue prints useful for the
design, erection and operation of any plant or process of manufacture and to
acquire and grant license or other and benefits in the field of chemicals,
fertilizers and other agriculture inputs and to render any kinds of management
and consultancy services.

21. To Promote, establish, acquire and run or other wise carry on the business of any
plastic or industry or business or manufacture of material for use in such
industries or business such as wax, Paper, bakelite, plywood, celluloid, products,
chemicals of all sorts and their articles or things and similar or allied
products or process and to sell , purchases or otherwise acquire or deal in
material or things in connection with such trade and industry .

22. To establish, install and run flour mills and oil Presses, Mills and Solvent –
Extraction Plants and store sell, buy or deal in grains or all, rice, cereals and other
produce of every description . To erect, construct and maintain granaries and
store houses.

23. To carry on the business of manufactures of manufactures off refractories,

Brick, tiles pottery earthenware and ceramic product of all kinds, China
Pottery, cutlery’s and crockeries of all kinds .

24. To Purchases, hold acquire mines, mining, lease, licenses, rights ,claims and
metaliferous land, real estate and to explore, search work exercise develop,
treat , refine and to turn to account ores , all sorts of mineral, working
deposits, sub soil minerals and to crush win, set quarry smelt, calcine, refine,
dress , preserve , manufacture and prepare for market ore , metal , and mineral
substances of all kinds and to carry on metallurgical operations in all its
branches .

25. To acquire, build, maintain establish, improve manage, alter, run and control or
constribute towards man made fibre industry, textile, collapsible tubes
industry, household appliance industry, electrical and electronic appliances,
sugar industry, distillery industry, mining industry, perfumery industry, toilet
and consmetics industry, tobacco industry , sanitation industry, rubber industry,
leather and tanning industry, cottage, fertilisers industry, food and beverages
industry , pollution control equipment industry, fire protection system industry,
iron and steel industry, space science and technology industry, Industries based
on wood forest and agro products, pesticides, insecticides, fungicides, weedicide
industry, drugs and pharmaceutical industry, automobile industry and its
ancillaries ball bearing industry.
11
26. To Carry on business either on its own account of constituents of buyers, sellers,
importers and exporters of and dealers in plant, machinery equipment. Spare
parts, provisions stores and ,merchandise of all kinds food products from all
sources components , cotton hemp, jute, seeds . Seeds of kinds nuts grains
rice wheat all kinds tea coffee , dry fruits confectionery and bakery products
cinchona salts , dried and condensed milk and allied products all kinds of
non alcoholic drinks, vegetable products, rubber, gum, tobacco, spices and other
produce, of the soil, cotton, silk, wool , synthetic, fibre and fibrous substances
hydrogenates, oils, toilet, requisites, perfumes, cosmetics, hosiery, conades oil
cake, paints, dyes, dye-stuff, glues and glutinous substances, metals,
hardware crockery , glassware , cutlery household and other furniture or
utensils, toys, gems, jewellery, precious stones, building materials, sanitary-
ware, groceries, drugs, patent, medicines, ointment, domestic produce,
hides and skins leather goods, live and dead stock , ivory all types or
readymade garments and all other produce substance articles and
merchandise of any nature or kinds .

27. To carry on business as manufactures, traders, importers, exporters distributors

and or dealers in whether as principal or agent all kinds of jewellery and material
used therein, brassware, marble toys and other items made of marble all types of
precious stones, diamonds and artificial ornaments .

28. To carry on business as manufactures , buyers, sellers , distributors , importers

exporters, makers, refiners processors or formulators and traders and dealers in
drugs, medicinal, pharmaceuticals, anti-biotic, vitamins, fine chemicals
analytical reagents and there bye products, herbal, dietetic product and
chemicals, biological, immunological, contraceptive and therapeutic preparations
substances , materials, ingredients, mixtures dervatives and compounds thereof
and articles of all kinds and classes whether simple proprietary there of and
articles of all kinds and classes whether simple compound or otherwise
and whether proprietary or otherwise mateials dressings apparatus and
contrivances of very description for any purpose including in particular but
without limiting the generality of the foregoing scientific medical dental
veterinary, agricultural, horticultural, fisherty and forestry purposes, surgical
and instruments and appliances.

29. To carry on the business of manufacturers of cotton, silk, artifical silk, rayon
wool , flax, hem, jute and similar fibre and of merchant importers, exporters and
/ or growers of and/or dealers in cotton, wool, flex, hem, synthetic and jute and
all products there of water proof materials canvas oil cloth , and the business
of cotton spinners and doublers, silk, wool, flax, hem and jute spinners
combers and weavers and /or dyers, bleachers, cleaners and finishers and
manufacturers of and dealers in dyeing , bleaching materials and to gin,
process comb, spin , wind weaver scour, clean prepare render marketable and
deal in cotton, silk, artifical silk , Ryan, flax, hem, synthetic and to
12
 manufacture work up buy, sell and deal in linen cloth, silk, artifical silk,
rayon, satin, sytinotte, plush, velvet, velveteen, yarn, thread, garments, and
other goods and fabrics and to carry on the business of ginning and
pressing .

30. To undertake, carry out, promote and sponsor rural development including any
programme for promoting the social and economic welfare of, or the public in an
rural area and to incur any expenditure on any programme of rural development
and to assists execution and promotion thereof either directly or through an
independent agency or in any other manner without prejudice to the generality of
the foregoing, “Programme of rural development” shall also include any
programme for promoting the social and economic welfare of or the uplift of
the public in any rural area which the Directors consider it likely to
promote and assist rural development, and that the words “rural area” shall
include such areas as may be regarded as rural areas under section 35 C
of the Income-tax Act, 1961 or any other law relating to rural development
for the time being in force or as may be regarded by the Directors as rural
areas in order to implement any of the above mentioned objects or purposes
transfer without consideration or at a fair or concessional value and divest
the ownership of any property of the company to or in favour of any public
or local body or Authority or Central or state Govt. or any Public institutions
or trusts engaged in programmes of rural development.

31. To cultivate tea, coffee, cocoa, cinchona, rubber and other produce and
carry on the business of planters in all its branches to carry on and do
business of cultivators, winners and buyers of every kinds of vegetable,
minerals or other products of the soil, prepare, manufacture and render
marketable any such product and to sell, dispose of and deal in any such
produce, either in its prepared, manufactured or raw state and either by
wholesale or retail..

32. To undertake carry out promote and sponsor any activity for the promotion
and growth of national economy as also any activity likely to promote
national welfare or social economic or moral uplift of the public or any
section of the public and in such manner and by such means and without
prejudice to the generally of the forgoing, undertake, carry out, promote and
sponsor any activity for publication of any books literature , newspaper etc.
or for organising lectures or seminars likely to advances these object or for
merit awards for giving merit awards for giving scholarships loans or any other
assistance to deserving students or other scholars or persons to enable them
to pro-secure their studies or academic pursuits or researches and for
establishing conducting or assisting any institution fund trust etc. having any
one of the aforesaid objects as one of its objects by giving donations or
otherwise in any other manner in order to implement of the above mentioned
objects or purposes transfer without consideration or at a fair or concessional
value and divest the ownership of any property of the company to or in favour
13
 of any Public or Local Body or Central or State Government or any Public
Institution or Trusts established or operating under, by virtue of or pursuant
to any law for the time being in force.

IV. The liability of the members is limited.

V. The authorised share capital of the Company is Rs. 50,00,000 (Rs. Fifty Lacs
only) divided into 5,00,000 ( Five Lacs) equity shares of Rs. 10/- (Rs. Ten) each
Out of the said 5,00,000 Equity shares-

1. Shri, Chinta Mani Agrawal, shall be entitled to and take up 1,00,000 Shares

2. Shri, Guru Prasad Agrawal shall be entitled to and take up 1,00,000 Shares

3. Smt. Saroj Agrawal shall be entitled to and take up 1,00,000 Shares

4.Shri, Tarun Garg shall be entitled to and take up 1,00,000 Shares

5.Shri, amit Agrawal shall be entitled to and take up 50,000 shares

6. Shri, Harish Garg shall be entitled to and take up 25,000 Shares

7. Shri, Manish Garg shall be entitled and to and take up 25,000 Shares

14