INDIA NON JUDICIAL Government of Karnataka e-Stamp Certificate No. : IN-KA00156273734089G Certificate issued Date (02-Apr-2008 10:54 AM Account Reference 1 SHCIL. (Fll/ ka-shcilf SRO SHIVAJINAGARY KA-BA Unique Dor. Reference, SUBIN-KAKA-SHCIL001 578238280636. Purchased by i 2 MAGELLAN AEROSPACE INDIA PVT.LTD Description of Document Article 833 Memorandum of Association af a ¢ompany Description Memorandum of Association of a company Consideration Price (Rs.) 0 (Zero) at First Party 1: MAGELLAN AEROSPACE INDIA PVT LTD. ‘Second Party NA a MAGELLAN AEROSPACE INDIA PVT LTO 4,000 : * (Ohié Thousand only) a \ ‘Authorised Signatory tox ag Holding Corporation of asia Lit ‘Stamp Duty Paid By Stamp Duty Amount(As.) a thr Cubstn Conor {ACES). HCI est Saba Ofte ROH 1 Yrebeotty fhe Si Cai ct beThe Companies Act, 1956 Private Company Limited by Shares MEMORANDUM OF ASSOCIATION Of MAGELLAN AEROSPACE (INDIA) PRIVATE LIMITEDTHE COMPANIES ACT, 1956 PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF MAGELLAN AEROSPACE (INDIA) PRIVATE LIMITED |. The name of the Company is Magellan Aerospace (India) Private Limited, Il, The Registered Office of the Company will be situated in the State of Karnataka. II. The objects for which the Company Is established are: (A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE : 1. To carry on business of importers, exporters, buyers, sellers and dealers in aerospace and industrial parts, components and assemblies and all kinds and formp of materials and chemicals used in the manufacture or treatment thereof, subject to all applicable rules and®) regulations issued by the Government or any Government authorities from time to time. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE To act as buying and selling agents for Magellan Aerospace Limited and Magellan Aerospace Corporation and any other Magellan group entities worldwide. To pay all costs, charges and expenses incurred in connection with all matters preliminary and incidental to the formation, promotion, incorporation, registration and establishment of this Company and to enter into any agreements in connection therewith. To apply for and obtain any order, license, consent, permit of the Central, State or any other authority for enabling the Company to carry on or bring any of its objects into effect or for effecting any modifications of the Company's constitution or for any other purpose. To appoint, constitute, establish, close down, re-open and re- appoint branches, agents and representatives in India or abroad, for or in connection with the business and affairs of the Company. Either solely, or jointly with others, to be interested in the construction, development, establishment, erection, maintenance, improvement, alteration, control and management of any plants, works, factories, workshops, milis warehouses, buildings, lands, houses, industrial machinery, computers, stock-in-trade, shops, vehicles, and other properties and assets, privileges, works and things of any description whatsoever and generally to turn into account the said properties and assets or any part thereof and tojend and advance money to and enter into contracts and agreements of all kinds with builders, suppliers, furnishers, merchants, tenants and others, and to acquite by purchase, exchange, lease, concession, licence of otherwise, either absolutely or conditionally, any or all the aforesaid, To enter into and complete conveyances, dispositions, assignments transfers, leases, agreements, licences and other contracts or writing of every description requisite for, or incidental to, or connected with, any of the Company's objects and conducive to the attainment thereof, To carry on agency or trading business, and to take part in supervision, organization or control of the business or operations of any other company, association, firm or person, and in connection therewith, to appoint and remunerate any directors, accountants, assistants and other officers or experts or agents. To buy, sell, manufacture, repair, alter, improve, exchange, let out on hire, import and dea in all factories, works, plant, machinery, tools, utensils, appliances, apparatus, products, material substances, articles and things capable of being used in any business which the Gompany Is competent to carry on or required by any customer or persons having dealings with the Company or commonly dealk by persons engaged in any such business or which may seem capable of being profitably dealt with in connection therewith and to manufacture, experiment with, render marketable and deal in all products of residual and by-products incidental to or obtained in any of the business carried on by the Company. To repair, alter, remodel, clean, renovate, convert, manipulate and prepare for resale, and resell any goods and materials belonging to the Company.10. 14. To purchase, take on lease oF tenancy o7 in exchange, hire, take options over, or otherwise acquire, any estate or interast whatscever and to hold, develop, work, deal with and tum to account, any concessions, grants, decrees, floanses, privileges, claims, options, leases, real or personal property, rights or powers of any kind, which may appear to be necessary or convenient for any business capable of being carried on by the Company, To carry on the business of suppliers of plant, machinery and equipment, storas, tools, devices, instruments, spares and components and to develop, acquire and supply plans, drawings, estimates, project reports, and know-how for industries, business, and Governments and other public bodies. To sell, exchange, mortgage, let on lease, royalty or tribute, grant licenses, easements, options and other rights over and in any other manner deal with or dispose of the undertaking, property, assets, Tights and effects af the Company or any part thereof for such consideration as may be thought fit and in particular, for stocks, shares (whether fully or partly paid up) or securities of any other company. To advance, deposit with or lend money, securities and property to, or receive loans, grants or deposits from, the Government or any others, upon such terms and conditions as the Company may think fit. To open currant or savings or fixed deposit accounts with any banks, bankers, financial institutions or others and to pay Into and draw money from such accounts,16. 16. 7. 18. 19. 20, To draw, make, accept, endorse, discount, negotiate, execute, issue, buy or otherwise deal with promissory notes, bills of ‘exchange, hundies, bills of lading, warrants, debentures and such other negotiable or transferable instruments of all types. To lend money, either with or without security, to such persons and ‘upon such terms and canditions as the Company may think fit. To undertake financial and commercial obligations, transactions ‘and operations of all kinds. To guarantee the performance of the obligations of snd tha payment of dividends and Interest on any stocks, shares or securites of any company, corporation, frm or person in any case in which such guarantee may be considered likely, directly or ndirecty, to further the objects of the Company of the interests of its shareholders, ‘To guarantee the payment of money, secured or unsecured, by or payable under or in respect of promissory notes, bonds, debentures, debenture-stock, contracts, mortgages, charges, obligations, instruments and securities of the Company or of any company or of any authority, central, state, municipal, local or otherwise or of any persons whomsoever, whether incorporated or not, and generally to guarantee or -become sureties for the performance of any contracts or obligations. To subscribe for (absolutely or conditionally), underwrite, acquire, hold dispose and deal in shares, stock, debentures, debenture- stock, bonds, mortgages, obligations, and securities of any kind issued or guaranteed by any company (body corporate or undertaking) of whatever nature and whatsoever constituted or carrying on business, and shares, stock, debentures-stock, bonds,a. 22, 23, 24, 25. mortgages, obligations and other securities issued or guaranteed by any Government, sovereign ruler, commissioners, trust, municipal, focal or other authority or body of whatever nature, whether in India. or elsewhere, To invest any moneys of the Company in such investments (including to the extent permitted by law, the shares or stock in the Company} as may be thought proper and to hold, sell or otherwise deal with such investments. To pay for any rights or property acquired by the Company and to Femunerate any person, 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. To borrow, raise or secure the payment of money in such manner as the Company shall think fit and in particular oy the issue of debentures or debenture-stock (perpetual or otherwise), charged upon all or any of the Company's property (both present and 4uture), including its uncalled capital and to purchase, redeem and ay off any such securities. To create any depreciation fund, reserve fund, sinking fund, provident fund, superannuation fund or any special or other such fund, whether for depreciation or for repairing, improving, extending or maintaining any of the properties of the Company or for redemption of debentures or redeemable preference shares, worker's welfare or for any other such purpose conducive to the interests of the Company. To acquire from any persan, firm or body carporate or incorporate, whether in India or elsewhere, technical information, know-how,26. 27. 28, processes, engineering, manufacturing and opereting data, pians, layouts and blue prints useful for the design, erection and operation of plants required for any of the businesses of the Company and to acquire and grant of license any other rights and benefits in the foregoing matters and things. To appoint managers, engineers, contractors, brokers, sanvassers, agents and other persons and to establish and maintain agencies ar branches in any part of India or elsewhere for the purposes of the Company and to discharge and to discontinue the same. To apply for, purchase or otherwise acquire and protect, proiong and renew in India and/or any other part of the world, any patents, patent tights, copyrights, trade marks, design rights, formulae, licenses, concesstons, and the like conferring any exclusive or non- ‘exclusive or fimited right to use any secret or other information as to, an invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company and to use, ‘exerciee, develop, manufacture under or grant licenses or privileges in respect of, or otherwise tun to account, the property rights and/or information so acquired and to carry on any business in any way connected therewith, To expend money in experimenting on and testing-and in improving ‘oF seeking to Improve any patents, rights, Inventions, discoveries, processes or information of the Company ar which the Company may acquire or propose to acquire. To undertake and carry on scientific, industrial, economic and technical research surveys, investigation and Invention, by establishing providing, subsidizing, endowing or assisting, laboratories, experimental stations, colleges, _ universities,30. 31. 33, workshops, libraries, lectures, meeting, exhibitions and conferences ‘and by providing for remuneration to scientists, scientific or technicat personnet or teachers and the award of scholarships, grants and prizes to students, research workers and inventors or otherwise and generally to encourage promote and reward studies, research, investigations, experiments, tests and inventions of any kind that may be considered likely to assist, improve and invest new and better techniques and methods of manufacturing the Company's products. To acquire and undertake all or any part of the business, property and liabilities of any person or company carrying on any business which this Company is authorized to carry on or possessed of property suitable for the purposes of the Company or which can be carried on in conjunction therewith or is capable of baing conducted so as to directly or indirectly benefit the Company. To render costing, technical advice, aid and assistance and to act 88 consultants, to employ or retain skilled, professional and technical advisers and workers in connection with the objects of the Company. To take part in the management, supervision or control of the business or operation of any company or undertaking and to act as, Directors, Managers or Secretaries thereof and for that purpose, to appoint and remunerate any Directors, Accountants or other ‘experts or agents. To procure the registration or recognition of the Company in any county, state or place outside India and to establish and maintain local branches of the main business and to Incorporate subsidiaries in any part of the word.35. To promote, form and register, aid in the promotion, formation and tegistration of any company or companies, subsidiary or otherwise for the purpose of acquiring all or any of the properties, rights and liabilities of this Company and to transfer to any such company any property of this Company and to be interested in or take or otherwise acquire, hold sell otherwise dispose of shares, stock, debentures and such other securities of all types in or of any such company, subsidiary of otherwive for all or any of the objects mentioned in this Memorandum of Association. To amaigamate, enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or reciprocal concession or for limiting competition with any persons, companies or others camying on of engaged In, or about to carry on ‘or engage in, or authorized to carry on or engage in, of which can be carried on in conjunction with the business or activities of the Company, or which is capable of being conducted 80 a6 to directly or indirectly benefit the Company. To enter into any arrangements and to take necessery or proper steps with Governments or with other authorities (imperial, supreme, national, local, municipal or otherwise) of any placa In which the Company may have interest and to cary on any negotiations or operations for the purpase of directly or indirectly carrying out the objects of the Company, or effecting any ‘modification in the constitution of the Company or furthering the interests of its members and to oppose any such steps taken by any other company, firm or person 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, whether directly or indirectly, of any legisiation which may appear to be in the Interests of the Company and to oppose and resist, whether directly or indirectly, any ‘legislation which may seem37. 38. disadvantageous to the Company and to obtain from any such Govemment authority or any company, any charters, contracts, decrees, rights, grants, loans, privileges or concessions which the Company may think it desirable to abtain and to carry out, exercise and comply with any such arrangements, chasters, contracts, decrees, rights, privileges or concessions. To adopt such means of making known the products 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 interest by publication of books and periodicals and by granting prizes, rewards and donations. 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 interest acquired by or belonging to the Company in any person or company ‘on behalf of or for the benefit of the Company, and with or without ‘any declared trust in favour of the Company. 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 ways connected with any particular trade or business or with trade or commerce generally and particularly, including any association, institution oF fund for the protection of the interest of masters, owners and employers against loss by bad debi, strikes, combinations, fire accidents or otherwise, or for the benefit of any clerks, workmen or others at any time employed by the Company or any of its predecessors in business or thelr 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, educational and charitable institutions, refractories, dining and recreation rooms, churches,at 42, 43. chapels, schools and hospitals and to grant gratuities, pensions and allowances and to contribute to any funds raised by pubtic or local subscriptions for any purpose whatsoever. To aid, monetarily or otherwise, any association, body or movement, having for an object, the solution, settiement, or surmounting of industrial or labour problems or troubles or the promation of industry or trade, To establish the support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit persons who are or have been Directors of, or who have ‘been employed by or who are serving or have served the Company ‘or any company which is a subsidiary or associate of the Company or its predecessors in ousiness or the dependents or connections of ‘such persons and to grant pensions and allowances and to make payments towards insurance. To distribute among the members in specie, any property of the Company, of any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to @ reduction of capital be made except with the sanction (if any) for the time being required by law, To pay for fands, real and personal, immovable or movable, estate property and assets of any kind acquired for the Company, or for any services rendered of to be rendered to the Company and generally to pay or discharge any consideration to be paid or given by the Company, in money, or in shares or debentures, or debenture stock or obligations of the Company. To accept as consideration for the sale or disposal of any lands, real and personal immovable or movable estate, property and 246, 47 assets of the Company of any kind sold or otherwise disposed off by the Company or in discharge of any other consideration to be received by the Company, money or shares, whether wholly or partly paid up, of any Company or the mortgages, debentures, or obligations af any company or person or partly in one of these modes and partly in another or in any other kind or mode whatever. To mortgage or charge the undertaking and all or any of the movable and immovable property and assets, present or future and all oF any of the uncalled capital for the time being of the Company and to issue at par or at @ premium or discount, debentures or debentures stock for such consideration and subject to such rights, powers, privileges and conditions, as may be thought fit To do all or any of the above things in all or any of the States in ndia and/or in any part of the world and elther as principals, agents, contractors, trustees or otherwise and by or through trustees, attorneys agents or otherwise, and either alone or in ‘conjunetion with others. To cary on any ofher business, whether manufacturing or otherwise, that may seem to the Company capable of being conveniently carried on in connection with the above objects or calculated directly or indirectly, to énhance the value of or render profitable any of the Company's properties or rights, or which it may be advisable to undertake with a view to improving, developing, Tendering valuable or tuming fo account, any property, real or personal, belonging to the Company or in which the Company may be interasted and to do all or any of the above things sither as Principals, agents, trustees, contractors or otherwise and whether alone or in conjunction with others, and either by or through agents, ‘sub-contractors, trustees or otherwise.48. .To subscribe or guarantee money for any national, charitable, benevolent, political, public, general or useful abject. 49, To do all such things as are incidental or conducive to the attainment of the above objects or any of them. (C) THE OTHER OBJECTS FOR WHICH THE COMPANY |S ESTABLISHED, NOT INCLUDED IN (A) AND (B) ABOVE ARE : 1. To manufacture parts, components and assemblies for the aircraft (civil and/or defence) and aerospace industry. 2. To buy, sell, import, export, manipulate, alter, improve, prepare for the market and/or otherwise deal in all kinds of goods and merchandise, 3. To engage in research as required relating to industrial and business management and distribution, marketing and selling and to collect, prepare and distribute information and statistics relating to any type of business or industry as necessary 4, To camry on the business of surveyors, explorers, miners, metallurgists builders and quarry owners. 5. To carry on the business as manufacturers and dealers in and sellers of all or any type of treatments to aircraft and/or aerospace end industrial products. It is expressly declared that the sub-clauses of this clause and the powers thereof are to be cumulative and in no case is the generality of any one sub-clause to be narrowed or restricted by any particularity of any other sub-clause, nor is any general expression in any sub-clause to be narrowed or restricted by any particularity of expression in the same sub- 4clause or by the application of any rule af construction, ejusdem generis or otherwise. Provided that nothing herein contained shall be deemed to empower the Company to carry on the business of banking as per the Banking Regulation Act, 1949. NM. v. The liability of the members Is limited. ‘The Capital of the Company is Rs.10,00,000/- (Rupees Ten Lakhs) divided into 1,00,000 (One Lakh) Equity Shares of Rs.10/- each, with the rights, privileges and conditions attaching thereto as are provided by the regulations of the Company for the time being, with power to increase and reduce the Capital of the Company and to divide the shares in the Capital for the time being into several classes and to attach thereto, such preferential, qualified or special tights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modiity or abrogate any such rights, privileges or conditions in such manner as may for the time being, be provided by the regulations of the Company.We, the persons whose names and addresses are subscribed, are desirous of being formed into a Company, in pursuance of the Memorandum of ‘Association and respectively agree to take the number of shares in the Capital of the Company set opposite our respective names. si, No. Names And Addresses, Description and Occupation of | Subscribers with their Signatures Number of Equity Shares taken by each Subscriber TIA GtiAW) AEROS bin 780 HAWG 7S REGSTEME OFF ich ‘Ar atbo Kono Est, mississauga, onranin, eanen LET IAP KépheskiTho Gy RurHor (eto srouarehy, ma. LARRY Aacdor! WinkenRoi, Slo LATE MA. CARVET ALLY bow GAAP Er) Resciwd AT fo¥ Buh koe Pe ,| MARkhan , Or TARIC , CAVAOA | 23P679 | Busroeess baegador vice PRES Dt (CORPORATE STAAIEG) bo onnieer Plageller Hero space: Corpsrabion haviiny ity reg inticad eltice ab 360 Dad Re E., Miesisseege, Oterie, Cunrtacle L9718%9 vepresenbed bg | Retherizal Sgaaterg, Me Konred Helyelf s/o Pip Bentided | Cunlher MabyolSyresiding ef 19 Therrdale Place’, Leakesboo Omteio Conreda MUI Bu pines JW coma 9,994 Crk Heine se Hus0PE0 Ava MI0ETd win). Cone ) 14,202 LV ten Thousand ) Signature, — Name, Address, Description and Occupation of the witnoss toy Lie bp 20g Dated this the Qrfdayot Mr guy at Guwytemd