1.  No regulations contained in Table 'A' in the First Schedule to the Companies Act, 1956 shall apply to the Company but the regulations for the management of the Company and for the observance of the members thereof and their representatives, shall subject to any exercise of the statutory powers of the Company with reference to the repel or alteration of, or addition to its regulations by Special resolution, as prescribed by the said Companies Act, 1956, be such as are contained in these Articles.

INTERPRETATION

2. (1) In the interpretation of these Articles, the following  expressions shall have the following meanings unless repugnant to the subject or context:

"The Company" or "This Company" means TAJ PHARMACEUTICALS LIMITED

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

"These Articles" means Articles of Association for the time  being or as altered from time to time by Special Resolution.

"Auditors" means and include those persons appointed as such for the time being by the Company.

"Board" or "Board of Directors" means the Board of Directors of the Company or the Directors of the Company collectively.

"Capital" means the share capital for the time being raised or authorised to be raised, for the purpose of the company.

"The Chairman" means the Chairman of the Board of Directors for the time being of the Company.

"Charge" includes a mortgage.

"Debentures" includes debenture‑stock, bonds and other securities of the Company, whether constituting a charge on the assets of the Company or not.

"Directors" means the Board of Directors for the time being of the Company or as the case may be, the Directors assembled at a Board, or acting under a Circular Resolution under the Articles.

Table ‘A’ not to apply

Interpretation

“The Company” or “this Company”

“The Act”

“These Articles”

“Auditors”

“Board of Directors”

“Capital”

“Chairman”

“Charge”

Debentures

Directors

“Dividend”  includes bonus.

"Executor" or "Administrator" means a person who has obtained probate or letter of  administration, as the case may be, from a Court of competent jurisdiction and shall include holder of a Succession Certificate authorising the holder thereof to negotiate or transfer the share or shares of the deceased member and shall also include the holder of a Certificate granted by the Administrator General under Section 31 of the Administrator Generals Act, 1963.

Words importing that, masculine gender shall include the feminine gender.

"In Writing" and "Written" include printing lithography  and other modes of representing reproducing words in a visible form.

"Legal Representative" means a person who in law represents the estate of a deceased member.

The marginal notes hereto shall not affect the construction thereof.

"Members" means the duly registered holder from time to time of the shares of the Company and includes the subscribers of the Memorandum of Association of the Company.

"Meeting" or "General Meeting" means a meeting of members.

"Annual General Meeting" means a general meeting of the Members held in accordance with the provisions of Section 166 of the Act.

"Extraordinary General Meeting", means an extraordinary general meeting of the Members duly called and constituted and any adjourned holding thereof.

"Month" means a calendar month and a calendar year respectively.

"Office" means the, registered office for the time being of the Company.

"Ordinary Resolution" shall have the meaning assigned to it by Section 189 of the Act.

"Paid‑up" includes credited as paid up.

"Proxy" means an instrument whereby any person is authorised to attend a meeting and vote for a member at the general meeting on a poll.

"The Register of Members" means the register of Members to be kept pursuant to Section 150 of the Act.

"The Registrar" means the Registrar of Companies, Maharashtra.

"The Company's Regulations" means the regulations for the time being in force for the management of the Company.

"Seal" means the Common Seal for the time being of the Company.

Dividend

Executor or Administrator

Gender

In Writing and Written

Legal Representative

Marginal Notes

“Members”

“Meeting or General Meeting”

“Annual General Meeting”

“Extraordinary General Meeting”

“Month”

“Office”

“Ordinary Resolution”

“Paid up”

“Proxy”

“Register of Members”

“Registrar”

The Companies Regulations

“Seal”

"Secretary" means any individual possessing the prescribed  qualification under the Companies (Secretary's Qualifications) Rules, 1975, appointed by the Board to perform the duties of a Secretary.

"Share" means share in the capital of the Company and includes stock where a distinction between stocks and shares is expressed or implied.

"Special Resolution shall have the meaning assigned thereto by Section 189 of the Act.

"The Statutes" means the Companies Act, 1956 and every other Act for the time being in force affecting the Company.

"Year" means the calendar year and "Financial Year" shall have the meaning assigned thereto by Section 2. (17) of the Act.

Words importing the singular number include, where the context admits or requires, the plural number and vice versa.

Save as aforesaid, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modifications thereof for the time being in force.

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

3. (a) The Authorised Share Capital, of the Company is Amount of Rs.1,00,000 (Rupees One Lac Only) divided into Capital 10,000 (Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

(b) Minimum paid up Capital of the Company shall be Rs. 1 Lac (Rupees One Lac Only).

4. The Company in General Meeting may, from time to time, increase the capital by the creation of new shares, such increase to be of such aggregate amount and to be divided into, shares of such respective amounts as the resolution shall prescribe. Subject to the provisions of the Act, any shares, of the original or increased capital shall be issued upon such terms and conditions and with such rights and privileges annexed thereto, as the General Meeting resolving upon the, creation thereof, shall direct, and if no direction be given, such terms and conditions as the Directors shall determine, and in particular, such shares may be issued with a preferential or qualified rights to dividends, and in the distribution of assets of the Company, and with a right of voting at general meetings of the Company in conformity with Sections 87 and 88 of the Act. Whenever the capital of the Company has been Increased under the provisions of this Article, the Directors shall comply with the provisions of Section 97 of, the Act.

5. Where it is proposed to increase the subscribed capital of the Company by allotment of further shares, then such further shares, shall be offered to persons who', at the date of the offer, are holders of the Ordinary Shares of the company, in proportion, as nearly as circumstances admit, to the capital paid‑up on those shares at that date, and such offer shall be made in accordance with the provisions of Section 81 of the Act, Provided that notwithstanding anything hereinbefore contained, the further shares aforesaid may be offered to any persons, whether or not those persons include the persons who, at the date of the offer, are holder of the, Ordinary Shares of the Company, in any manner whatsoever,

Secretary

Share

Special Resolution

Statutes

Year

Singular Number

Expressions in the Act to bear the same meaning in Articles

Amount of Capital

Increase of Capital by the Company and how carried into effect.

Rights of Ordinary shareholder to further issue of capital

 (a)  if a Special Resolution to that effect  passed by the Company in General Meeting, or

(b) where no such Special Resolution is passed, if the votes cast (whether on a show of hands or on a poll As the case may be) in favour of the proposal contained in the Resolution move in that General Meeting (including the casting vote if any, of the chairman) by members who, being entitled so to do, vote in person or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by member so entitled and voting and the Central Government is satisfied on an application made by the Board of Directors in that behalf, that the proposal is most beneficial to the Company.

6. (a) Except so far as otherwise provided, the conditions of issue of shares by these presents, any capital raised by the creation of new shares, shall be considered as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer, and transmission voting and otherwise.

(b)  With the previous authority of the Company in General Meeting and sanction of the Company Law Board and upon otherwise complying its Section of the Act, the Board may issue at discount shares of a class already issued

7. Subject to the provisions of Company shall have the power to issue preference, shares which at the option of the Company are liable to be redeemed and the resolution authorising such issue shall prescribe the manner, terms and conditions of redemption.

8. On the issue of Redeemable Preference Shares under the provisions of Articles 7 hereof, the following provisions shall take effect :­

(a) no such shares shall be redeemed except out of  the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of the redemption:

(b) no such shares shall be redeemed unless they are fully paid:

New Capital same as existing capital

Shares at a Discount

Redeemable preference shares

Provisions applicable on issue of Redeemable Preference Shares

(c) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called the "Capital Redemption Reserve Account", a sum equal to the nominal amount of the shares redeemed and the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided in Section 80 of the Act, apply as if the capital redemption Reserve Account were paid‑up share capital of the Company.

            9. Notwithstanding anything contained in the Articles of Association of the Company and subject to and to the extent permissible in accordance with the applicable provisions of the Act (including any statutory modifications and/or, amendments or reenactment thereof) or Rules thereunder or Guideline issued by any statutory authority like Department of Company Affairs (DCA), Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), Company Law Board (CLB), etc. the Company may issue shares with differential rights as to dividend, voting or otherwise.

10. The Company may (subject to the provisions of Sections 80, 100 to 105 both inclusive, of the Act) from time to time by Special Resolution reduce its capital, any Capital Redemption Reserve Account or Share Premium Account in any manner for the time being authorised by law, and in particular capital may be paid off on the footing that it may be called upon against or otherwise. This Article is not to derogate from any power the Company would have if it were omitted.

11. Subject to the provisions of Section 94 of the Act, the Company in General Meeting may from time to time sub‑divide or consolidate its shares, or any of them, and the resolution whereby any share sub‑divided, may determine that, as between the holders of the shares resulting from such sub‑division, one or more of such shares shall have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the others or other. Subject as aforesaid, the Company in General Meeting may also cancel shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

12. Whenever the Capital is divided into different classes of shares, all or any of the rights and privileges attached to each class may subject to the provisions of Sections 106 and 107 of the Act, be modified, commuted, affected or abrogated or dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by holders of at least three‑fourths in nominal value of the issued shares of the class or is confirmed by a resolution passed at a separate General Meeting of the holders of Shares of that class and supported by the votes of the holders of that class and supported by the votes of the holders of that class and supported by the votes of the holders of at least three‑fourths of those shares, and all the provisions hereinafter contained as to general meetings, shall mutatis mutandis apply to every such meeting, so that the quorum thereof shall be members present in person or by proxy and holding three‑fourths of the nominal amount of the issued shares of the class. This Article is not to derogate from any power the Company would have if it were omitted.

Differential Voting Rights

Reduction of capital

Sub Division consolidation and cancellation of shares

Modification of rights

AUTHORISING COMPANY TO BUY BACK ITS OWN SHARES

13.  The Company shall have the power to purchase any of its shares whether or not they are redeemable and may make payment out of capital in respect of such purchase, subject to and to the extent permissible in accordance with the applicable provisions of the Act (including any statutory modification or amendment to or re‑enactment thereof) or guidelines issued by any other statutory authorities like DCA/SEBI/RBI/CLB.

SHARE AND CERTIFICATES

14. The Company shall cause to be kept a Register and Index of members in accordance with Sections 150 and 151 of the Act. The Company shall be entitled to keep in any State or Country outside India a branch Register of members resident in that State or Country.

15. The Shares in the Capital shall be progressively numbered according to their several denominations and except in the manner herein before mentioned, no share shall be subdivided. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished.

16. (a) Where at any time after expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation whichever is earlier, it is proposed to  increase the subscribed capital of the company by allotment of further shares, whether out of un-issued share capital or out of increased share capital, then such further shares shall be offered to the persons  who at the date of the offer, are holders of the equity shares of the Company, in proportion as   nearly as circumstances admit, to the capital paid­ up to on these shares at the date. Such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of the offer within which the offer, if not accepted, will be deemed to have been declined. After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner as they think most beneficial to the Company.

(b) Notwithstanding anything contained in the preceding sub‑clause, the Company may:‑

(i)  by a special resolution; or

(ii) where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll, as the case may be) in favour of the proposal contained in the resolution moved in that general meeting (including the casting vote, if any, of the Chairman) by members who, being entitled so to do vote in person, or where proxies are allowed, by proxy, exceed the votes if any, cast against the proposal by members so entitled to voting and the Central Government is satisfied on an application made by the Board of Directors in this behalf, that the proposal is most beneficial to the Company.

Buy back of Shares

Register and Index of Members

Shares to be numbered progressively and no shares to be subdivided

Further issue of capital

(c) Notwithstanding anything contained in sub‑clause (a) above, but subject however to section 81 (3) of the Act, the Company may increase its subscribed capital on exercise of an option attached to the debentures issued or loans raised by the Company to convert such debenture or loans into shares, or to subscribe for shares in the Company.

17. Subject to the, provisions of these Articles and of the Act, the shares shall be under the control of the Directors, who may allot or otherwise dispose of the same to such person/s on such terms and conditions and at such times as the Directors think fit and subject to the sanction of the Company in General Meeting with full power to give any person the option to call for or be allotted shares of any class of the Company either (subject to provisions of Sections 78 and 79 of the Act) at a premium or at par or at a discount and for such time and for such consideration as the Directors think fit. The Board of Directors shall cause to be made the return as to allotment provided for in Section 75 of the Act.

18. In addition to and without derogating from the powers for that purpose conferred on the Board under Articles 15 and 16, the Company in General Meeting may, subject to the provisions of Section 81 of the Act, determine that any shares (whether forming part of the original capital or of any increased capital of the Company) shall be offered to such person (whether members or not) in such and proportion and on such condition and either (subject to compliance    with the provisions of Sections 78 and 79 of the Act) at a premium or at a discount with full power to give any person (whether a member or not) the option to call for or be allotted shares of any class of the Company either (subject to compliance with the provisions of Sections 78 and 79 of the Act) at a premium or at a discount, such option being exercisable at such times and for such consideration as may be directed by such General Meeting of the Company in General Meeting, the Company may make any other provisions whatsoever for the issue, allotment or disposal of any shares.

19. Any application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of any share therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts shares and whose name is on the Register shall for the purposes of these Articles, be a member.

20. The money (if any) which the Board shall, on the allotment of any share being made by them required or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them shall immediately on the insertion of the name of the allottee in the Register of Members as the name of the holder of such shares, become a debt due to and recoverable by the company from the allottee thereof, and shall be paid by him accordingly.

21. Every member, or his heirs, executors or administrators shall pay to the Company the portion of the capital represented by his share or shares which may, for the time being remain unpaid thereon, in such amounts at such time or times, and in such manner as the Board shall, from time to time in accordance with the Company's regulations, require or fix for the payment thereof.

Shares under control of Directors

Power to Company in General Meeting to issue shares and acceptance of shares

Acceptance of Shares

Deposit and call to be a debt payable immediately

Liability of members

22. (a) Every member or allottee of shares shall be entitled, without payment, to receive one certificate specifying the name of the person in whose favour it is issued, the shares to which it relates and the amount paid‑up thereon. Such certificate shall be issued only in pursuance of a resolution passed  by the Board and on surrender to the Company of         its letter of allotment or its fractional coupons or requisite value save in case of issues against letters of acceptance or of renunciation or in case of issue of bonus shares. Every such certificate shall be issued under the seal of the Company which shall be affixed in the presence of two Directors or persons acting on behalf of the Directors under a duly registered power of attorney and the Secretary  or some other person appointed by the Board for the purpose, and two directors or their attorneys and the Secretary or other persons shall sign the share certificate, provided that if the composition of the Board permits it, at least one of the afore said two directors shall be a person other than a Managing or whole‑time Director. The particulars of every share certificate issued shall be entered  in the Register of Members against the name of the person to whom it has been issued, indicating the date of the issue.

(b) Any two or more joint allottees of a share shall, for the purpose of this Article, be treated as single member, and the certificate of any share, which may be the subject of joint ownership, may be delivered to such first named joint owner further certificate the Board shall be entitled, but shall not be bound it prescribe a charge not exceeding rupee one. The Company shall comply with the provisions of Section 113 of the Act.

(c) A Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means, such as engraving in metal or lithography but not by means of a rubber stamp, provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.

Share Certificates

23. (a) No certificate of any share or shares shall be issued either in exchange for which they are sub‑divided or consolidated or in replacement of those which are defaced, torn or old, decrepit, worn out or where the pages on the reverse for recording transfers have been fully utilised, unless, the certificate in lieu of which it is used is surrendered to the Company.

(b) When a new share certificate has been issued in pursuance of clause (a) of this Article, it shall state on the face of it and against the stub or counterfoil to the effect that it is issued in lieu of share certificate No _________ sub‑divided/replaced/on consolidation of shares.

(c) If a share certificate is lost or destroyed, a new certificate in lieu thereof shall be issued only with the prior consent of the Board and on such terms, if any, as to evidence and indemnity, as to payment of out‑of‑pocket expenses incurred by the company in investigating evidence, as the Board thinks fit.

(d) When a new share certificate has been issued in pursuance of clause (c) of this Article, it shall state on the face of ‑it and against the stub or counterfoil to the effect that it is "duplicate issued in lieu of share certificate  No__________”. The word "Duplicate " shall be stamped or punched in bold letters across the face of the share certificate.

(e) Where a new share certificate has been issued in pursuance of clause (a) or clause (c) of this Article, particulars of every such share certificate shall I be entered in a Register of Renewed and Duplicate Certificates indicating against the names of the persons to whom the certificate is issued. the number and date of issue of the share certificate in lieu of which the new certificate is issued, and the necessary changes be indicated in the Register of Members by suitable cross reference in the "Remarks" column.

Renewal of share certificates

(f) All blank forms to be issued for issue of share certificate shall be printed and the printing shall  be done only on the authority of a resolution of the Board. The blank forms shall be consecutively  machine numbered and the forms and the blocks and engravings relating to the printing of such forms shall be kept in the custody of the Secretary or of such other person as the Board may appoint for the purpose,‑ and the Secretary or of such other person as aforesaid shall be responsible for rendering an account of these forms to the Board.

(g) The Managing Director of the Company for t time being or, if the Company has no Managing Director, every Director of the Company shall responsible for the maintenance, preservation and safe custody of all books and documents relating to the issue of share certificates except the blank forms of share certificates referred to in Su Article (f).

(h) All books referred to in sub‑article (g) shall b preserved in good order permanently.

24. If any share stands in the names of two or more persons the person first named in the register shall as regards receipt of

dividends or bonus or service of notice and all or any other connected with the Company, except voting at meetings be deemed the sole holder thereof, but the joint holders of the share, shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such shares for all incidents there according to the Company's regulations.

           25. Except ass ordered by a Court of competent jurisdiction or as by law required, the Company shall not be bound to recognize any equitable, contingent, future or partial interest in any share or (except provided) any rights in respect of a share other than absolute rights thereto, in accordance with these Articles, in the person from time to time registered as the holder thereof, but the Board shall be at liberty at their sole discretion to register an share in the joint names of any two or more persons or the survivor or survivors of them.

26. None of the funds of the Company shall be applied for the purchase of any shares of the Company, and it shall not give any financial assistance for or in connection with the purchase or subscription of any shares in the company or in its holding Company, save as provided by Section 77A of the Act.

The first named or joint holder

deemed sole holder

Company not bound to recognize any interest in share other than that of registered holder

Funds of company may not be applied in purchase of shares of the Company

UNDERWRITING AND BROKERAGE

           27. Subject to the provisions of Section 76 of the Act, the Company may at any time pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in or debentures of the Company, but such commission shall not exceed the rate which is given in the Companies Act. Such commission may be satisfied by payment of cash or by allotment of fully or partly paid shares or partly in one way and partly in the other.

28. The Company may pay a reasonable sum for brokerage.

CALLS

29. The Board may, from time to time subject to the terms on which shares may have been issued and subject to the conditions of allotment by a resolution passed at a meeting of the Board (and not by circular resolution) make such call as it thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively, and each member shall pay the amount of every call so made on him to the persons and at the time and place appointed by the Board. A call may be payable by instalments.

30. Fifteen days notice in writing of any call shall be given by the Company specifying the time and place of payment, and the person or persons to whom such call shall be paid.

31. A call shall be deemed to have been made at the time  when the resolution authorising such call was passed at a meeting of the Board.                                                                                                    

32. A call may be revoked or postponed at the discretion of the Board.

33. The Joint‑holders of a share shall be jointly and severally liable to pay all calls in respect thereof.                                                    

34. The Board may, from time to time at its discretion, extend the time fixed for the payment of any call, and may extend such time as to all or any of the members who from residence at a distance or other cause, the Board may deem fairly entitled to such extension, but no member shall be entitled to such extension save as a member of grace and favour.

35. If any member fails to pay any call due from him on the day appointed for payment thereof or any such extention thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board, but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member.

36. Any sum, which may be the terms of issue of share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable, on the date on which by the terms of issue, the same becomes payable and in case of non‑payment, all the relevant provisions of these Articles, as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

37. On the trial or hearing of any action or suit brought by the Company against any member or his representatives for the recovery of any money claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered, appears entered on the Register of members as the holder, at or subsequently to the date at which the money is sought to be recovered, is alleged to have become due on the shares in respect of which such money is sought to be recovered in the Minute Book; and that notice of such call was duly given to the member or his representative used in pursuance of these Articles and that it shall, not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of Directors was present at the Board at which any call was made nor that the meeting at which any call was made duly convened or constituted nor any other matters' whatsoever, but the proof of the matter aforesaid shall be conclusive evidence of the debt.

38. Neither the receipt by the Company of a portion of any money which shall from time to time be due from any member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided.

39. (a) The Board may, if it thinks fit agree to and receive from any member willing to advance the same, al or any part of the amounts of his respective share beyond the sums actually called up and upon the moneys so paid in advance or upon such money thereof, from time to time and at any time thereafter as exceeds the amount of the calls the made upon and due in respect of the shares o account of which such advances are made, the Board may pay or allow interest, at such rate a the member paying the sum in advance and the Board agree upon. The Board may agree to repay at any time an amount so advanced or may at any time repay the same upon giving to the member three months notice in writing. Provided the moneys paid in advance of calls on, any share may carry interest but shall not confer a right to dividend or to participate in profit.

(b) No member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until the same would but for such payment become presently payable.

LIEN

40. The Company shall have a first and paramount lien upon all the shares (other than fully paid‑up shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof, for all moneys (whether presently or not) called or payable at a fixed time in respect of such shares and no equitable interest in any shares shall be created except upon the footing, and upon the condition that Article 24 hereof is to have full effect. Any such lien shall extend to all dividends from time to time declared in respect of such shares, Unless other‑wise agreed, the registration of a transfer of shares shall operate as a waiver of the Company's lien, if any, on such shares.

41. For the purpose of enforcing such lien, the Board may sell the shares subject thereto in such manner as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such shares and may authorise one of their members to execute a transfer thereof on behalf of and in the name of such member. No sale shall be made until such period as aforesaid shall have arrived, and until notice in writing of the intention to sell shall have been served on such member or his representatives and default shall have been made by him or them in payment, fulfilment, or discharge of such debts, liabilities or engagements for fourteen days after such notice.

42. The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the persons entitled to the shares at the date of the sale.

FORFEITURE OF SHARES

43. If any member fails to pay any call or instalment on or before the day appointed for the payment of the same, the Board may at any time thereafter during such member require him to pay the same, together with interest at such rate as the Board may decide.

44. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non‑payment at or before the time, and at the place appointed the shares in respect of which such call was made or instalment is payable will be liable to be forfeited.

45. If the requisitions of any such notice as aforesaid be not complied with, any shares in respect of which such notice has been given may, at any time thereafter, before payment of all calls or instalments, interest and expenses, due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture, shall include all dividends declared in respect of forfeited shares, and not actually paid before the forfeiture.

46. When any shares shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture  with the date thereof, shall forthwith be made in any manner invalidated, by any omission or neglect to give such notice or to make any such entry as aforesaid.

47. Any share so forfeited shall be deemed to be the property of the Company, and the Board may sell, re‑allot or otherwise dispose of the same in such manner as it thinks fit.

48. The Board may, at any time before any share so forfeited shall have been sold, reallotted, or otherwise disposed of; annul the forfeiture there of upon such condition as it thinks fit.

49. A person whose share has been forfeited shall cease to be a member in respect of the forfeited share, but shall notwithstanding, remain liable to pay, and shall forthwith pay to the Company, all calls, or instalments, interest and expenses, owing upon or in respect of such share at the time of the forfeiture, together with interest thereon, from the time of forfeiture until payment, at such rate as the Board may determine, and the Board may enforce the payment thereof, or any part thereof, without any deduction or allowance for the value for the shares at the time of forfeiture, but shall not be under any obligation to do so.

50. The forfeiture of a share shall involve extinction, at the time of the forfeiture, of all interest in all claims and demands against the Company in respect of the share and all other rights, incidental to the share except only such of those rights as by these Articles are expressly saved.

51. A duly verified declaration in writing that the declarant is a Director of the Company, and that certain shares in the Company have been duly  forfeited on a  date  state  in the  declaration  shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares and such declaration  and the receipt of the company for the consideration, if any, given for the shares on the sale or disposition thereof shall constitute a good title to such shares; and the person to whom any such share is sold shall be registered as the member in respect of such share and shall not be bound to see to the application of the purchase money, n6r shall his title to such share be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture, sale or disposition.

52. Upon any sale, re‑allotment or other disposal under the provisions of the preceding Articles, the certificate or certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect, and the Directors shall be shares entitled to issue a duplicate certificate or certificates in respect of the said shares to the person or persons, entitled thereto.

TRANSFER AND TRANSMISSION OF SHARES

53. The Company shall keep a book to be called the "Register of Transfers" and therein shall be fairly and directly entered particulars of every transfer or transmission of any share.

54. The instrument of transfer shall be in writing and all the provisions of section 108 of the Act shall be duly complied with in respect of all transfers of shares and the registration thereof.

55. Every such instrument of transfer shall be executed both by the transferor and the transferee and attested and the transferor shall be deemed to remain the holder of such share until the name of the transferee shall have been entered in the Register of Members in respect thereof.                                                                                          

56. The Board shall have power on giving seven days previous notice by advertisement in some newspaper circulating in the district in which the registered office of the Company is situated to close the transfer books, the Register of Members or Register of Debenture holders at such time or times and for such period or periods, not exceeding thirty days at a time and not exceeding the aggregate forty‑five days in each year as it may deem expedient.

57. Subject to the provisions of Section 111 of the Act, or any Statutory modification thereof for the time being in force, the Board of Directors may at its own absolute and uncontrolled discretion and by giving reasons decline to register or acknowledge any transfer of shares (notwithstanding the proposed transferee be already a Member), but in such case it shall within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of the refusal to register such transfer, provided that registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any of the person or persons, indebted to the Company on any account whatsoever, except where the Company has lien on shares.

58. In the case of the death of any one or more of the  persons named in the Register as the joint holders of any share, the survivor or survivors shall be the only person/s recognised by the Company as having any title to or interest in such share, b nothing therein contained shall be taken to release the estate of deceased joint‑holder from any liability on shares held by hi jointly with any Other person.

59. The executors or administrators or holders of Succession Certificates or the legal representatives of a deceased member (not being one of two or more joint‑holders) shall be the only person recognised by the Company as having any title to the shares registered in the name of such member, and the Company shall not be bound to recognise such executors or administrators or holders of a Succession Certificate or the legal representatives unless such executor ' s or administrative representatives shall have first obtained probate or letters of Administration or succession certificate, and under Article 61 register the name of any person, who claims to be absolutely entitled to the shares standing in the name, of a deceased member as a member.

60. No share shall in any circumstances be transferred to any infant, insolvent or persons of unsound mind.

61. Subject to the provisions of Articles 57 and 58, any person becoming entitled to shares in consequence of the death, lunacy, bankruptcy or insolvency of any member, or the marriage of a female member, or by any lawful means other than by transfer in accordance with these presents, may with the consent of Board of Directors (which it shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title, as the Board of Directors thinks sufficient, either be registered himself as the holder of the shares or elect to have some person nominated by him and approved by the Board of Directors, registered as such holder, provided nevertheless that if such person shall elect to have him nominee registered he shall testify the election by executing to his nominee an instrument of transfer in accordance with the provisions herein contained and, until he does so, he shall not be freed from any liability in respect of the shares. This Article is referred to in these Articles as the Transmission Article.

62. A person entitled to a share by transmission shall, subject to the right of the Directors to retain such dividends or money as hereinafter provided, be entitled to receive, and any may give discharge for any dividends or other moneys payable in respect of the shares.

63. Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by such evidence as the Board of Directors may require to prove the title of the transferor, his right to transfer the shares and generally under and subject to such conditions and regulations as the board of Directors shall from time to time prescribe, and every registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the Board of Directors.

64. Prior to the registration of a transfer, the certificate or certificates of the share or shares to be transferred must be delivered to the Company along with (same as provided in Section 108 of the Act) a properly stamped and executed instrument of transfer.

65. No fees shall be payable to the Company, in respect of the transfer or transmission of any number of shares in the Company.

66. The Company shall incure, no liability or responsibility whatever in consequence of its registering or giving effect to any of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice, or referred thereto, in any book or the Company, and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest, or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company, but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto, if the Board of Directors shall so think fit.

DEMATERIALISATION OF SECURITIES

67. 1) For the purpose of this Article:

"SEBI" means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992.

"Depositories Act" means the Depositories Act, 1996, including any statutory modifications or re­enactment thereof for the time being in force.

"Depository' means a company formed and registered under the Companies Act, 1956 and which has been granted a certificate of registration under sub‑section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992.

"Bye‑laws" means bye‑laws made by a Depository under Section 26 of the Depositories Act.

"Beneficial Owner" means a person whose name is recorded as such with a Depository.

"Member" means the duly registered holder from time to time of the shares of the Company and includes every person whose name is entered as a Beneficial Owner in the records of the Depository.

"Participant" means a person registered as such under section 12 (1A) of the Securities and Exchange Board of India Act, 1992.

"Record" includes the records maintained in the form of books or stored in Computer or in such other form as may be determined by regulation made by SEBI in relation to the Depositories Act.

"Regulations" means the regulations made by SEBI.

"Security" means such security as may be specified by SEBI.

Words imparting the singular number only include the plural number and vice versa.

Words imparting persons include corporations.

Words and expressions used and not defined the Act but defined in the Depositories Act, shall have the same meanings respectively assigned to them in that Act.

  (2) Either the company or the investor may exercise an option to issue, deal in, hold the securities (including shares) with a Depository in electronic form and the certificates in respect thereof shall be dematerialised, in which event the rights and obligations of the parties concerned and matters connected therewith or incidental thereto, shall be governed by the provisions of the Depositories Act as amended from time to time or any statutory modification thereto or re‑enactment thereof.

  (3) Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise its existing securities, dematerialise its securities held in the Depositories and/or offer its fresh securities in a dematerialised form pursuant to the Depositories Act, and the rules framed thereunder, if any.

  (4) Every person subscribing to or holding securities of the Company shall have the option to receive security certificates or to hold the securities with a Depository.

If a person opts to hold his security with Depository, the company shall intimate such Depository the details of allotment of the security, and on receipt of the information, the D 3pository shall enter in its records the name of the allottees as the Benef7cial Owner of the security.

(5) All securities held by a Depository shall be dematerialised and be in fungible form. Nothing  contained in Sections 153, 153A, 153B, 187B, 187C    and 372A of the Act, shall apply to a Depository in respect of the securities held by it on behalf of the Beneficial Owner.

  (6) (a) Notwithstanding anything to the contrary contained in the Act, or these Articles, a Depository shall be deemed to be registered and owner for the purpose of effecting transfer of ownership of security on behalf of the Owners. Beneficial Owner.

  (b) Save as otherwise provided in (a) above, the Depository as the registered owner of the securities shall not have any voting rights or any other rights, in respect of the security held by it.

  (c) Every person holding securities of the Company and whose name is entered as the Beneficial Owner in the records of the Depository shall be deemed to be a member of the Company. The Beneficial Owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a Depository.

(7) Except as ordered by a Court of competent jurisdiction or as required by law, the Company Owner shall be entitled to treat the person whose name deemed as appears on the Register of Members as the holder of any share or where the name appears as the Beneficial Owner of shares in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to recognise any benami trust or equitable, contingent, future or partial interest in any share, or (except only as is by these Articles otherwise expressly provided) any right in respect of a share other than absolute right thereto in accordance with these Articles, on the part of any other person whether or not it has express or implied notice thereof, but the Board shall be entitled at their sole discretion to register any share in the joint names of any two or more persons or the survivors of them.

(8) Every Depository shall f