Memorandum and Articles of Association of and Articles of Associatio… · The name of the Company is Engineering Projects ... railway sidings, building yards, ... Articles of Association

Memorandumand

Articles of Associationof

ENGINEERING PROJECTS (INDIA) LTD.(Amended upto 30th September, 2010)

Memorandum of Associationof

ENGINEERING PROJECTS (INDIA) LIMITED

1I. The name of the Company is Engineering Projects (India) Limited.2II. The Registered Office of the Company will be situated in the National Capital Territory of Delhi.

I. A. The main objects for which the Company is established are following:

1. To carry on in India and in any part of the world, all kinds of business relating to supply of entire equipments required for Steel Plants, Mines, Fertilizer factories and other industrial projects and their ancillary services and in particular, to take up contract in India and abroad, for design, manufacture, inspection, supply, erection, and commissioning of all kinds of equipments for the above purpose, on a turn-key basis, or otherwise, by utilizing the facilities available with the member companies and obtaining the rest from other sources wherever necessary.

2. (i) To allocate the supplies of various equipments as far as possible to the different manufacturing member companies, taking into account the work-load and the production capacity of each ofthe companies, prices of equipments, type, specifications and schedule of delivery required by customers.

(ii) To purchase equipments from other sources wherever necessary.

3. To issue tenders for equipments and services, on behalf of customers and be responsible for scrutinizing them and advising the customers suitably.

4. To organize, supervise and co-ordinate the erection and commissioning services in associationwith the manufacturing units.

5. To tender assistance and services of all and every kind, of any description, buying, selling, exchanging, altering, importing and exporting any of the equipments required for establishing industrial projects in India and abroad, whether required for civil, commercial or military purpose or otherwise.

II. B. The objects incidental or ancillary to the attainment of the main objects are following:

1. To undertake promotions of exports equipments required for establishing industrial projects, by appointing agents and/or opening branch offices in foreign countries and by holding or assisting in holding exhibitions of the products and articles in which the Company is interested in selling.

2. To take up contracts on deferred terms of payment.

1

1 In the existing clause 1, the words “Indian Consortium for Industrial Projects limited” was substituted with the words “Engineering Projects (India) Limited” by special resolution passed in the Extra Ordinary General Meeting of the shareholders held on 10.09.1970

2 In the existing clause II, the words "State of Bihar" was substituted with the words "National Capital Territory of Delhi" by special resolution passed in the Extra Ordinary General Meeting of the shareholders held on 4.7.2002.

3. To adopt such means of making known the business of the Company or of any company in which this Company is interested as may seem expedient and in particular by advertising in the press by circulars, by publication of books and periodicals, by exhibitions arid by establishing competitions, granting prizes, rewards and donations.

4. To enter into any contract or arrangement for the more efficient conduct of the business of the Company or any part thereof and to sublet any contracts from time to time.

5. To establish, provide, maintain and conduct or otherwise subsidise research laboratories and experimental workshops for technical research and experiments to undertake and carry on technical research, experiments and tests of all kinds to develop indigenous substitutes for imported material required for manufacture of different kinds of equipments to standardize specifications of raw materials, components, sub assemblies, accessories etc., to promote studies and technical research, investigations and inventions by providing subsiding, endowing or assisting, workshops, libraries, lectures, meetings and conferences and by providing or contributing to the remuneration of technical professors or teachers and by providing or contributing to the award of scholarships, prizes, grants to students 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 any business which the Company is authorized to carry on.

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

1. To sell, buy, repair, alter, exchange, let on hire, export, import and deal in all kinds of articles and things (including all kinds of conveyance and all components, parts, fittings, tools, implements, accessories, materials and all articles and things used or capable of being used in connection therewith in any way whatsoever) which may be required for the purpose of any business of the Company or are commonly supplied or dealt in by persons engaged in any such business and which may be capable of being profitable dealt with in connection with any of the business of the Company.

2. To act as agents for Government, or other authorities or for any manufacturers, merchants and others and to carry on agency business of every kind of any description, connected with the business of the Company.

3. To generate, store, distribute, supply, hire and lease power and light.

4. To construct, assemble, install, maintain, repair, acquire, dispose off the deal in engines, machines, apparatus, appliances, equipments and plant of every kind capable of being used for or in connection with industrial projects.

5. To acquire, establish construct, provide and maintain and administer factories, township, estates, railway sidings, building yards, wells, water reservoirs, channels, pumping installations, purification plants, pipeline, landing grounds, hanger, garages, stores sheds and accommodation of all description connected with the business of the Company.

6. To establish, maintain and operate training institutions for electrical engineers, metallurgical and mining engineers, civil engineers, mechanical engineers, chemical engineers and technicians in India or in any part of the world.

7. To carry on the business of electrical, mechanical and civil engineering in all their branches in India or in any part of the world.

2

8 To buy, sell, exchange, install, work, alter, improve, manipulate, prepare for market import or, export and otherwise deal in all kinds of plant and machinery, wagons, rolling stock, apparatus, tools, utensils, substances, materials and things necessary or convenient for carrying on any of the business which the Company is authorized to carry on or which is usually dealt with by persons engaged in such business.

9 To search for and to purchase or otherwise acquire from any Government, State or authority, any licences, concessions, grants, decrees, rights, powers and privileges whatsoever which may seem to the Company capable of being turned to account and to work, develop, carry out, exercise and turn to account the same.

10 To purchase, sell, take or given on lease or in exchange or under amalgamation, license or concession or otherwise absolutely or conditionally solely or jointly with others and construct, maintain, work, hire, hold, improve, alter, manage, let, sell, dispose off, exchange, roads, canals, water sources, ferries, piers, aerodromes, lands, buildings, warehouses, works, factories, mills, workshops, railway sidings, tramways, engines, machinery and apparatus, water rights, way leaves, trade marks, patents and designs, privileges or right, of any description or kind.

11. To construct, execute, carry out, improve, work, develop, administer, manage or control in India and elsewhere, works and conveniences of all kinds, which expression in this Memorandum includes railways, tramway, ropeways, docks, harbors, piers, wharves, canals, reservoirs, embankments, irrigation, reclamation, improvement, sewage, drainage, sanitary, water, gas, electric, light, power, telephonic, telegraphic and power supply works, and hotels, warehouse markets and buildings, private or public, and all other works or conveniences whatsoever.

12. To apply for tender, purchase or otherwise acquire any contract and concessions for or in relation to the construction, execution, carrying out, equipment, improvement, management, administration or control or works and conveniences and to undertake, execute, carry out, dispose off or otherwise turn, to account the same.

13. To provide residential and/or sleeping accommodation for workmen and others, and in connection therewith to afford to such person facilities and conveniences for washing, bathing, cooking, reading, writing and finding employment and for the purchase, sale and consumption of provisions, both liquid and solid, and for the safe custody of goods.

14. For any of the purposes of the Company, to carry on all or any of the business of importers, exporters, shipowners, charters of ships or other vessels, warehousemen, merchants, carriers by land, sea and air, forwarding agents and wharfingers.

15. To establish, maintain and operate hospitals, dispensaries, first aid centers and other medical institutions, public health installations, markets ships and stores, clubs, cinemas, motor transport services, housing colonies, hotels and restaurants, guest houses, hostels, dhobykhanas, dairy fire service station, for the benefit of the Company's employees.

16. To purchase, take on lease, or license or in exchange, hire or otherwise acquire any immovable and/or movable property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business or may enhance the value of any other property of the Company and in particular any land (of freehold, leasehold or other tenure) building, basements, machinery, plant and stock-in-trade and on any such lands to erect buildings, factories,sheds, godowns or other structures for the Works and purposes of the Company and also for

3

the residence and amenity of its employees, staff and other workmen and erect and installmachinery and plant and other equipment deemed necessary or convenient or profitable for the purpose of the Company.

17. To take, or otherwise acquire, and hold shares in any other company having objects altogether or in part similar to those of the Company and to underwrite solely or jointly with another or others, shares in any such Company. To take or otherwise acquire shares in any other Company if the acquisition of such shares seems likely to promote further to benefit the business or interests of this Company.

18. To promote and undertake and formation of any institution for the purpose of acquiring all or any of the property, rights and liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

19. To acquire or take over with or without consideration and carry on the business of agents by themselves or in partnership with others or companies or partnership or concerns whose objects may be similar, in part or in whole, to those of the Company.

20. To carry on any other trade or business which may seem to the company capable of being conveniently carried on in connection with any of the Company's objects or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights.

21. To acquire and undertake the whole or any part of the business, property and liabilities of any person, firm or company carrying on any business, which the company is authorized to carry on or possessed of property suitable for the purpose of this Company and to acquire or hold shares therein.

22. To let out on hire all or any of the property of the Company whether immovable or movable including all and every descriptions of apparatus or appliances.

23. To enter into partnership or into any arrangement for sharing or pooling profits, amalgamation, union of interests, co-operation, joint venture, marketing or reciprocal concession or otherwise or amalgamate with any person or company carrying on or engaged in or about to carry on or engage in any business or transactions which this Company is authorized to carry on or engaged in any business undertaking transaction which may seem capable of being carried on or conducted so as directly to benefit this Company.

24. To guarantee the payment of money unsecured, or secured, to guarantee or become sureties for the performance of any contracts or obligations.

25. To sell, let, exchange or otherwise deal with the undertaking of the Company or any part thereof for such consideration as the Company may think fit and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of this Company.

26. To pay for any properties, rights or privileges acquired by the Company, either in shares of this Company or partly in shares and partly in cash, or otherwise.

27. To acquire the right to use or manufacture and to put up telegraphs, telephones, phonographs, radio transmitting or. receiving stations or sets, dynamos, accumulators, and all apparatus in connection with the setting up of industrial projects.

4

28. To construct, maintain, lay down, carry out work, sell, let on hire and deal in telephonic and all kinds of works, machinery, apparatus, conveniences and things capable of being used in connection with any of the objects of the company, and in particular any cables, wires, lines, stations, exchanges, reservoirs, accumulators, lamps meters and engines.

29. To purchase or by any other means acquire and project, prolong and renew whether in India or elsewhere any patents, patent rights, brevets, invention, licenses, protections and concessions which may appear likely to be advantageous or useful to the Company, and to use and turn to account and manufacture under or grant licenses or privileges in respect of the same and to spend money in experimenting upon and testing and improving or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire.

30. To obtain order, or Act of Parliament in India, England, or other places or order, Act or authority from the authority of any country. State or Dominion for enabling the Company to obtain all powers and authorities necessary or expedient to carry out or extend any of the objects of the Company, or for any other purpose which may seem expedient and to oppose any proceedings on applications which may seem calculated directly or indirectly to prejudice the Company's interests.

31. To enter into any arrangements with the Government of India or any Local or State Government in India or with the Government of any other State, Country or dominion or other persons that may seem conductive to the Company's object of any of them and to obtain from them any rights, powers and privileges, licenses, grants and concessions which the Company may think it desirable to obtain and to carry out-exercise and comply with any such arrangements, rights, privileges and concessions.

32. To create any Depreciation Fund, Reserve Fund, Sinking Fund, Insurance Fund, or any other Special Fund, whether for depreciation, or for repairing, improving, extending, or maintaining any of the property of the Company, or for any other purposes conductive to the interest of the Company.

33. To provide for the welfare of employees or ex-employees of the Company and the wives and families or the dependents or connections of such persons by building or contributing to the building of houses, dwellings, or chawls or by grants of money pensions allowances, bonus or other payments or by creating and from time to time subscribing or contributing to Provident Fund and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instructions and recreation, hospitals and dispensaries medical and other attendance and other assistance as the company may think fit and to subscribe or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national, public or other institutions or objects or purposes.

34. Subject to the provisions of Section 205(3) of the Companies Act,· 1956, to distribute any of the property of the Company among the members in specie or kind 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.

35. To make, draw, accept, endorse, execute and issue Cheques, Promissory Notes, Bills of Exchange, Bills of Lading, Debentures and other negotiable or transferable instruments.

36. To borrow or raise money or to receive money on deposit at Interest or otherwise in such manner as the Company may think fit, and in particular by the issue of debentures or debenture stock perpetual or otherwise, including debentures or debenture stock, convertible into shares of this

5

Company, or perpetual annuities and in security of any such money so borrowed, raised or received, to mortgage, pledge or charge the whole or any part of the property, assets or revenues of the Company, present or future including its uncalled capital by assignment or otherwise or to transfer or convey the same absolutely or in trust and purchase redeem or payoff any such securities.

37. To receive grants, loans, advances or other moneys on deposit or-otherwise from State or Central Government, Banks, Companies, Trust, or individuals, with or without allowances of interest thereon.

38. To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose off, turn to account or otherwise deal with all or any part of the property and rights of the Company.

39. To invest and deal with the moneys of the Company in any securities, shares, investments, properties movable or immovable and in such manner as may, from time to time, be determined and to sell, transfer or deal in with the same.

40. To pay out of the funds of the company all costs, charges and expenses which the Company may lawfully pay with respect to the promotion, formation and registration of the Company and/or the issue of its capital or which the Company shall, consider to be preliminary including therein the cost of advertising, printing and stationery and commission for obtaining application for taking, placing or underwriting -or-procuring the underwriting of Shares, debentures or other securities of the Company, expenses attendant upon the formation of agencies, branches and local boards.

41. To procure and arrange for registration, incorporation and recognition of the Company in or under the laws in any part of the world outside India, to establish and appoint branches or agencies of the Company at any place in India or elsewhere and to discontinue the same and to do all acts necessary for carrying on in any colony, dominion or foreign country any business of the Company, to petition either singly or jointly with other legislatures authorities, local, municipal and other bodies, British, colonial or foreign for the purpose of getting enacted acts or for obtaining decrees, interests, orders, rights, and privileges that are conducive to the interest of the Company or to protest against petition and transactions as are likely to be prejudicial to the interest of the Company and to take such steps as may be necessary to give the Company the rights and privileges in any part of the world as are possessed by local companies or partnership of a similar nature.

42. To act as agents or brokers and as trustees for any person or Company and to undertake and perform sub-contracts and to do all or any of the above things in any part of the world and as principals, agents, contractors, trustees or otherwise and by or thorough agents, subcontractors or trustees or otherwise and either alone or jointly with others.

43. To train and pay for the training in India or abroad any of the Company's employees or any candidate or to recruit and employ foreign experts in the interests of or furtherance of the Company's objects.

44. To carry on any business or branch of business which this Company is authorized to carry on by means or through the agency of any company or companies, and to enter into arrangements with any such company for taking the profits and bearing the losses of any business or branch so carried on, or for financing any such company or guaranteeing its liabilities, or to make any other arrangements, which may seem desirable with reference to any business or branch carried on

6

including power at any time either temporarily or permanently to close any such business or branch to appoint Directors or Managers of any such Company.

45. To the extent directly or indirectly conductive to or incidental to the attainment of the above objects to make and perform contracts, lease and other commitments of every kind.

46. To do all or any of the above things and all such other things as are incidental or may be thought conductive to the attainment of the above objects or any of them and as principals, agents, contractors, trustees or otherwise and either alone or in conjunction with others.

47. To purchase for investment or re-sale and to traffic in land, houses or other property of any tenure and any interest therein, and to create, sell and deal in freehold and lease hold and generally to deal in traffic by way of sale, lease, exchange or otherwise with land and house property and any

3other property whether immovable or movable.

IV. The liability of members is limited.

V. The share capital of the Company is " 9094046000 (rupees nine hundred nine crores andforty lacs forty six thousand) divided into 909404600 equity shares of 10 each" with the rights, privileges and conditions attaching thereto as may be provided by the Articles 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 issue shares of any other value or denomination attach thereto such preferential deferred, guaranteed, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of

4the Company.

We, the several persons, whose names and addresses are subscribed, are desirous or being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names.

3 Clause 47 was included in other Objects of Part C of Para III of Memorandum of Association of the Company by Special Resolution passed in the Extra ordinary General Meeting of the Shareholder held on 18th May, 2005.

4 In the existing clause V, the words and figures “ rupees thirty lacs divided into 3000 equity shares of 1000 each” was substituted by ththe words and figures “rupees two crores divided into 20000 equity shares of 1000 each” by Ordinary Resolution passed in the 4

Annual General Meeting of Shareholders held on 07.09.1974. This clause was further amended and the words and figures “rupees five Crores divided into 50,000 equity shares of 1000 each” substituted for the words and figures “rupees two crores divided into 20000 equity shares of 1000 each” by resolution passed in the Extra Ordinery General Meeting of the Shareholders held on 10.03.1978. This clause was further amended and the words and figures “rupees ten crores divided into 1,00,000 equity Shares of

1000 each” was substituted for the words and figures “rupees five crores divided into 50,000 equity shares of 1000 each” by special resolution passed in the Extra Ordinary General Meeting of Shareholders held on 17.08.1981. This clause was further amended and the words and figures “rupees ten crores divided into 1,00,000 equity Shares of 1000 each” had been substituted with the words and figures “ rupees nine hundred nine crores and forty four lacs divided into 90,94,400 equity shares of 1000 each” by special resolution passed in the Extra Ordinary General Meeting of Shareholders held on 24.09.2002. Further this clause was amended and the words and figures “ rupees nine hundred nine crores and forty four lacs divided into 90,94,400 equity shares of 1000 each” have been substituted with the words and figures “rupees nine hundred nine crores forty lacs and forty six thousand divided into 23,34,80,000 equity shares of 38.95 each” by special resolution passed in the Extra Ordinary General Meeting of

th thShareholders held on 24 Feb, 2003 and Order No. 40/1/2003-CL-III dated 17 Nov. 2003 of Deptt. of Company Affairs confirming reduction of capital. Further this clause was amended and the words and figures “rupees nine hundred nine crores forty lacs and forty six thousand divided into 23,34,80,000 equity shares of 38.95 each” have been substituted with the words and figures “rupees nine hundred nine crores and forty lacs forty six thousand divided into 909404600 equity shares of 10 each” by special

thresolution passed in the Annual General Meeting of the Shareholders held on 30 September, 2010.

7

Articles of Associationof

ENGINEERING PROJECTS (INDIA) LIMITED

Definition 1. In these Articles unless there be something in the subject or context inconsistent therewith:

“The Act” or “The said Act” means the Companies Act (1 of 1956) or the Act or Acts for the time being in force concerning joint stocks companies and affecting the Company.

“Beneficial Owner” means a person, whose name is recorded as such with the depository as defined under clause (a) of sub-section (1) of section 2 of the

1Depositories Act, 1996.

“Board” means a meeting of the Directors duly called and constituted or, as the case may be, the Directors assembled at a Board.

“Capital” means the capital for the time being raised or authorized 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.

“The Company” means the above named Company.

Dematerialisation means the process by which Shares/Debenture holder can get physical share/debenture certificate converted into electronic balance in his

1account maintained with the participant of a depository.

“Depositories Act” means the Depositories Act, 1996 and includes where the context so admits, any re-enactment or statutory modification thereof and Rules

1and Regulations made there under for the time being in force.

“Depository” means a depository as defined under Clause (e) of the Sub-section 1(1) of Section 2 of the Depositories Act, 1996.

“Depository Participant” means a participant as defined under Clause (g) of the 1Sub-section (1) of Section 2 of the Depositories Act, 1996.

“The Directors” means the Board of Directors for the time being of the Company.1Dividend includes Interim Dividend and Bonus Shares.

“Executor” or “Administrator” means a person who has obtained probate or Letters of Administration, as the case may be, from some competent court.

1“Functional Director” means whole-time Director of the Company.

“Month” means a calendar month.

“The Office” means the Registered Office for the time being of the Company.

1 In Article 1 Defination of “Beneficial Owner”, “Dematerialisation”, “Depositories Act”, “Depository”, ”Depository Participant”, “Functional Director”, 'Postal Ballot”, “SEBI”, “Rematerialisation”, “Registered Owner”, “Security” were inserted and the words “Interim Dividend and” were added in the definition of “Dividend” by Special Resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

9

“The President” means the President of India.

“Persons” includes Corporations and Firms, as well as Individuals.

“Postal Ballot” means Postal Ballot includes Voting by Shareholders by postal or electronic mode instead of voting by being present personally in the general

1meeting of the Company.

“The Register” means the Register of Members to be kept pursuant to the Act.

“Seal” means the Common Seal for the time being of the Company.

“Regulations of the Company” means the regulations for the time being in force for the Management of the Company.

1“SEBI” means the Securities & Exchange Board of India.

“Rematerialisation” means the process of conversion of electronic holding back into the physical form and issue of fresh Share/Debenture Certificates in favour

1of Share/ Debenture holders.

”Registered Owner” means a depository whose name is entered as such in the 1records of the Company.

“Security” means the Shares or Stock into which the capital is divided and the 1interest corresponding with such Shares or Stock.

“In writing” and “written” include printing, lithography and other modes representing or reproducing words in a visible form.

Words importing the singular number include the plural number and vice versa.

Words importing the masculine gender also include the feminine gender.

Subject as aforesaid, any words or expressions defined in the Act shall, except where the subject or context forbids, bear the same meaning in these Articles.

2 Company to be a “private” company

Company to be a 2A. The Company is a public company within the meaning of the Companies 3 “public” company Act, 1956.

Table A to apply 3. The regulations contained in Table ‘A’ Schedule I to the Act shall apply inin so far as the so far as the Articles do not exclude or modify the regulations contained in Articles do not Table A aforesaid and those regulations shall so far as applicable be the exclude or modify regulations of the Company in the same manner and to the same extent as

4if they were contained in duly registered articles.

4. The regulations for the management of the Company and for the observance by the members thereof their representatives shall subject to any exercise of the

2. Deleted

10

2 In marginal heading to Article 2, the word “Private” was substituted for the word “Subsidiary”. In Article 2, the words “a subsidiary Company and also" were omitted in the Extra Ordinary General Meeting of Shareholders held on 20.03.1979.Article 2 (d) was inserted by Special Resolution passed at the Extra Ordinary General Meeting of Shareholders held on 04.07.2002.Article 2 was deleted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

3 Article 2A was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

4 Article 3 was amended to substitute for the then existing text of that Article by special resolution passed at the Extra Ordinary General Meeting of Shareholders held on 20.03.1979.

statutory power of the Company in reference to the repeal or alteration of or addition to its regulations by special resolutions prescribed or permitted by the Act be such as are contained in these Articles.

Capital 5. (a) "The capital of the Company is 9094046000/- (Rupees nine hundred nine crores forty lakhs and forty six thousand) divided into 90,94,04,600 (Ninety crore ninety four lakh four thousand six hundred only) equity shares of 10

5each." 6(b) Deleted

(c) Except to the extent allowed by the Act, no part of the fund of the Company shall be employed in the purchase of or in the loans upon the security of the

7Company’s Shares.

Buy Back of Shares 5A. Notwithstanding any of the provisions of these Articles, the Company shall have the power, subject to and in accordance with the relevant provisions of the Act and other applicable provisions of law, and subject to such approvals, permissions and sanctions, if any, as may be necessary, to purchase, acquire or hold its own Shares or other specified Securities as defined in the Act, on such terms and conditions and in such manner, and up to such limits as may be prescribed by law from time to time and make payment out of its free reserves or security premium account of the Company or out of the proceeds of anissue other than fresh issue of Shares made specifically for buy back purpose. Provided that nothing herein contained shall be deemed to affect theprovisions of Section 100 to 104 of the Act in so far as and to the extent they are

8applicable.

Allotment of 6. Subject to the provisions of the Act and these Articles, the Shares shall be Shares under the control of the Board of Directors who may allot or otherwise dispose off

the same to such persons on such terms and conditions as they think fit.

Provided that option or right to call of Shares shall not be given to any person 9or persons without the sanction of the Company in General Meeting.

Issue of Shares 7. Every person whose name is entered as a member in the Register shall, Certificate without payment, be entitled to a Certificate under the Common Seal of the

Company specifying the Share or Shares held by him and the amount paid

11

th5 Clause (a) of Article 4 was substituted for the then existing text by special resolution passed at the 4 Annual General Meeting of Shareholders held on 07.09.1974.Article 4(a) was amended to convert it as Article 5(a) and was substituted for the then existing text by Special Resolution passed at the Extra Ordinary General Meeting of Shareholders held on 10.03.1978. Clause (a) of Article 5 was substituted for the then existing text by Special Resolution passed at the Extra Ordinary General Meeting of Shareholders held on 17.08.1981. This clause was further substituted for the then existing text by Special Resolution passed at the Extra Ordinary General Meeting of Shareholders held on 24.09.2002. Further this clause has been substituted for the then existing text by Special Resolution passed

th that the Extra Ordinary General Meeting of Shareholders held on 24 Feb. 2003 and Order no. 40/1/2003- CL-III dated 17 Nov. 2003 of Deptt. of Company Affairs confirming reduction of Capital. Further this clause was amended to substitute for the then existing text by Special Resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

6 Clause (b) of Article 5 was inserted by Special Resolution passed at the Extra Ordinary General Meeting of Shareholders held on 10.03.1978. Further clause (b) of Article 5 was deleted by Special Resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

7 Article 5 occurring for the second line has been amended to convert it as clause (c) of Article 5 and the Marginal heading "Company's shares not to be purchased “ omitted in the Extra -Ordinary General Meeting of Shareholders held on 20.03.1979.


9 Article 6 was amended by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

thereon. Provided that in respect of a Share or Shares held jointly by several persons, the Company shall not be bound to issue more than one Certificate,and delivery of a Certificate for a Share to first holder shall be sufficient delivery to all.

All correspondence, dividend shall be addressed and paid only to the first holder of the Share in case the Shares are held in joint names. Provided that in case of securities held by members in dematerialized form, no Certificate

10shall be issued.11Issue of new 8. (a) No Certificate of any Share or Shares shall be issued either in exchange

Shares Certificate those which are sub-divided or consolidated or in replacement of those which in place of one are defaced, torn, or old, decrepit, worn out, or where the cages on the reverse defaced, lost or for recording transfers have been duly utilized unless the Certificate in lieu of destroyed which it is issued 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 of counterfoil to the effect that it is “Issued in lieu of Share Certificate No .... Sub-divided\replaced or 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 payment of such fee, not exceeding rupees two as the Board may from time to time fix 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 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 Share Certificate in lieu of which the new Certificate is issued, and the necessary changes indicated in the Register of Members by suitable cross references in the “Remarks” column.

(f) All blank forms to be issued for issue of Share Certificates 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, engravings, facsimiles and hues relating to the printing of such forms shall be kept in the custody of the Secretary or such other person as the Board may appoint for the purpose, and the Secretary or the other person aforesaid shall be responsible for rendering an account of these forms to the Board.

for


11 Article 8 was substituted for the then existing text by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

12

(g) The Managing Director of the Company for the time being or if the Company has no Managing Director, every Director of the Company shall be 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 sub-Article (f).

Call on Share 9. The “Board” may by means of resolutions passed at meetings make calls upon the members in respect of any money unpaid on their Shares and specify the times of payments, and each member shall pay the Company at the time or times so specified, the amount called on his Shares.

Provided, however, that the Board may, from time to time, at their discretion extend the time fixing for the payment of any call.

10. Any money due from the Company, to a shareholder may without the consent of such shareholder be applied by the Company in or towards payment of any money due from him to the Company for calls or otherwise.

Interest on call 11. If the sum payable in respect of any call be not paid on or before the day payable appointed for payment thereof, the holder for the time being or allottee of the

Share in respect of which a call shall have been made shall pay interest on the same at such rate not exceeding 20 per cent, per annum, as the Directors shall fix, from the day appointed for the payment thereof to the time of actual payment

12but the Directors may waive payment of such interest wholly or in part.

Payments in 12. Directors may, if they think fit, receive from any member willing to advance anticipation of the same, all or any of the money due upon the Shares held by him beyond the calls may carry sums actually called for and upon the money so paid in advance or so much interest thereof as from time to time exceeds the amount of the calls then made

upon the Shares in respect of which such advance has been made, the Company may pay interest at such rate not exceeding 15 per cent per annum as the members paying such sum in advance and the Directors agree upon. The Directors may at any time, repay the amount so advanced upon giving to such member three month’s notice in writing. Money paid in advance of calls shall not in respect thereof confer right to dividend or to participate in the profits of the

13Company.

Forfeiture of 12. (a) (1) If a member fails to pay any call, or instalment of a call, on the day Shares appointed for payment thereof, the Board may, at any time thereafter, during

such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together

13with any interest which may have accrued.

(2) The notice aforesaid shall:(a) name a further day (not being earlier than the expiry of fourteen days from the date of serving the notice) on or before which the payment required by the notice to be made; and

12 Article 11, the word 20 was substituted for the word 6 by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

13 Article 12 was amended and the word 15 was substituted for the word 6 and Article 12(a)(1) was amended by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

13

(b) state that in the event of non-payment on or before the day so named, the Shares in respect of which the call was made will be liable to be forfeited.

(3) If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may, at any time thereafter before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.

(4) A forfeited Share may be sold or otherwise disposed off on such terms and in such manner as the Board thinks fit.

(5) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.

Notice of forfeiture 12. (b) When any Share shall have been so forfeited, notice of the resolution 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 the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

Effects of forfeiture 12. (c) (1) A person whose Shares have been forfeited shall cease to be a member in respect of the forfeited Shares, but shall notwithstanding the forfeiture remain liable to pay to the Company all money which, at the date of forfeiture, were presently payable by him to the Company in respect of the Share.

(2) The liability of such person shall cease if and when the Company shall have received payment in full of all such money in respect of the Shares.

Declaration of 12. (d) (1) A duly verified declaration in writing that the declarant is a Director, the forfeiture Secretaries and Treasurers, the Manager or the Secretary of the Company, and

that a Share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share.

(2) The Company may receive the consideration, if any, given for the Share any sale or disposal thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed off.

(3) The transferee shall thereupon be registered as the holder of the Share.

(4) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

Provisions 12. (e) The provisions of these Articles as to forfeiture shall apply in the case regarding of non-payment of any sum which, by the terms of issue of a Share becomes forfeiture to apply payable at fixed time whether on account of the nominal value of the Share orin non-payment by way of premium as if the same had been payable by virtue of a call dulyof sums payable made and notified.at a fixed time

14

Call on partly paidup Shares and Joint Holders the registered shareholders and duplicate call notices shall be issued at the liability to pay request of the persons beneficially entitled on production of satisfactory

14evidence that they are so beneficially entitled.

(ii) Payment of call moneys shall be accepted from the beneficial holders on production of sub-divided or duplicate call notices without insisting that the Shares in respect of which these call moneys are paid shall be transferred into

14the names of the beneficial holders.

(iii) The surrender of call money receipts shall be accepted when allotment letters are presented to the Company to be exchanged for Share Certificates regardless of the persons in whose favour the receipts have been made out and the Board shall not required the surrender of any other receipts from the registered shareholder(s) of the issue of discharge or indemnity from him or

14them before issuing the Share Certificate(s).

(iv) The Joint-Holders of a Share shall be jointly and severally liable to pay all 14calls in respect thereof.

Company's 14. The Company shall have a first and paramount lien on every Share (not lien on Shares being a fully paid Share) for all money (whether presently payable or not) called

or payable at a fixed time in respect of that Share and the Company shall also have a lien on all Shares (other than fully paid Shares) standing registered in the name of person (solely or jointly with others) for all money presently payable by him or his estate to the Company, but the Director may, at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien, if any, on a, Share shall extend to all Dividends and Bonuses payable thereon. Unless otherwise agreed the registration of a transfer of

15Shares shall operate as a waiver of the Company’s lien if any on such Shares.

Enforcement of 15. The Company may sell, in such manner as the Directors think fit any Shares lien by sale on which the Company has, a lien, but no sale shall be made unless such sum in

respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the person entitled by reason of his death or insolvency to the Share.

Application of 16. The proceeds of the sale shall be received by the Company and shall be Proceeds of sale applied in payment of such part of the amount in respect of which the lien

exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale)be paid to the person entitled to the Shares at the date of sale. The purchaser shall be registered as the holder of the Shares and he shall not be bound to see

13. That where calls are made on partly paid up Shares:-(i) Call notice shall be sub-divided into smaller units when so required by

14 Article 13 (i), (ii), (iii) was inserted and original text as has been renumbered as (iv) by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

15 Article 14 was amended and the words “solely or jointly with others” was substituted for the word “single” by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

15

to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Register and Index of Members/ other place as may be decided by the Board of Directors, in accordance with Debenture Holder Section 163, the Register and Index of Members/Debenture Holders in

accordance with Section 150 and 151 and other applicable provisions of the Companies Act, 1956 and the Depositories Act, 1996 with the details of Shares/Debentures held in physical and dematerialized form in any medium as may be permitted by law including in any form of electronic medium.

The Register and Index of Beneficial Owner maintained by a Depository under Section 11 of the Depositories Act, 1996 shall also deemed to be the Register and Index of Members/Debenture Holders for the purpose of the Companies Act, 1956 and any amendment or re-enactment thereof. The Company shall have power to keep in any State or Country outside India, a Register of

16Members/Debenture Holders for the resident in that State or Country.

Transfer of Shares 17. Deleted

17A. The Company shall keep a book to be called the Register of Transfer and therein enter the particulars of several transfers or transmission of any Share.

18 Transfer & 17B. (a) Subject to the provisions of the Listing Agreements between the transmission of Company and the Stock Exchanges, in the event that the proper documents Shares and have been lodged, the Company shall register the transfer of securities in the Debentures name of the transferee except When the transferee is in exceptional

circumstances, not approved by the Directors in accordance with the provisions contained herein;

When any statutory prohibition or any attachment or prohibitory order of a Competent Authority restrains the Company from transferring the securities out of the name of the transferor; when the transferor objects to the transfer provided he serves on the Company within a reasonable time a prohibitory order of a court of Competent Jurisdiction.

(b) No fee shall be charged for Registration of Transfer, Transmission, Probate, Succession Certificate and Letters of Administration, Certificate of Death or Marriage, Power of Attorney or similar other document.

19Notice of refusal 18. Deleted to register transfer

18A. Subject to the provisions of Section 111 and 111 A of the Act, the provisions of the Listing Agreement with the Stock Exchanges and Section 22A of the Securities Contracts (Regulation) Act, 1956, the Directors may, at their own

16A. The Company shall cause to be kept at its Registered Office or at such

17

16 Article 16 A was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

17 Article 17 was deleted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

18 Article 17 B was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

19 Article 18 was deleted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

16

absolute and uncontrolled direction and by giving reason, decline to register or acknowledge any transfer of Shares whether fully paid or not and the right of refusal, shall not be affected by the circumstances that the proposed transferee is already a member of the Company but in such cases, the Directors shall within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor notice of the refusal to register such transfer provided that registration of transfer shall not be refused on the ground of the transferor being either alone or jointly with any other or persons indebted to the Company on any account whatsoever except when the Company has a lien on the Shares. Transfer of Shares/ Debentures in whatever

20lot shall not be refused.

Company notbound to the person whose name appears on the Register of Members or Debenture recognize any Holders or Holder of any Share or Debenture or whose name appear as the interest in Shares Beneficial Owner of the Shares in the records of Depository as the holder of other than that of any Share as the absolute owner thereof and accordingly shall not (except asthe registered ordered by a Court of Competent Jurisdiction or as by law required) be bound holder to recognize any benami trust or equitable, contingent or other claim to or

interest in such Shares on the part of any person whether or not it shall have 21express or implied notice thereof.

Dematerialisation 19A. Notwithstanding anything contained in these Articles, the Company shall be entitled in accordance with the provisions of the Depositories Act to dematerialise any or all of its Shares, Debentures and other marketable securities and to offer the same for subscription in a dematerialized form and on the same being done, the Company shall further be entitled to maintain a Register of Members or Debenture Holders with the details of persons holding Shares or Debentures both in material and dematerialized form in any media as permitted by law including any form of electronic media, either in respect of the

22existing Shares or Debentures or any future issue.

Execution of 20. The instruments of transfer of any Share in the Company shall be executed transfer both by the transferor and transferee, and the transferor shall be deemed to

remain holder of the Share until the name of the transferee is entered in the register of members in respect thereof.

Form of transfer 21. Share of the Company shall be transferred in the manner and form prescribed under Section 108 of the Act or any statutory modification thereof for the time being shall be duly complied with in respect of all transfers of Shares

23and Registration thereof. The company shall use common form of transfer.

Transfer to be 22. Every instrument of transfer shall be left at the office for registration, left at Office accompanied by the Certificate of the Shares to be transferred and such and evidence evidence as the Company may require to prove the title of the transferor, or his

19. Save as herein otherwise provided, the Directors shall be entitled to treat

20 Article 18A was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.21 Article 19 was amended by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.22 Article 19A was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.23 Article 21 was amended by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

17

right to transfer the Shares. All instruments of transfer shall be retained by thebe given Company, but any instrument of transfer which the Director may decline to

register shall, on demand, be returned to the person depositing the same.

Transmission by 23. Nothing contained in these present shall prejudice any power of the operation by law Company to register as Shareholder any person to whom the right to any

Shares in the Company has been transmitted by operation of law.

23(a). Nothing contained in these Articles 7,8,20,21, and 22 shall apply to the issue of Share Certificates and Transfer of Shares, Debentures or other marketable securities effected by the transferor and the transferee both of whom

24are entered as beneficial owners in the records of the Depository.

Applicability of Depositories Act;

23(b). In the case of transfer of Shares, Debentures or other marketable securities where the Company has not issued any certificate and where Shares and Securities are being held in an electronic and fungible form, the provisions of

24the Depositories Act shall apply.

Provided that in respect of the Shares, Debentures and other marketable securities held by the depository on behalf of a beneficial owner as defined in the Depositories Act, Section 153, 153A, 153B, 187B, 187C and 372 of the Companies Act 1956, shall not apply as provided under sub-section (2) of

24Section 9 of the Depositories Act, 1996.

When Register of 24. Subject to provisions of Companies Act 1956 and other laws as applicable Member and time to time, the Register of Members or the Register of Debenture holders may Debenture be closed for any period not exceeding in the aggregate 45 days in each year Holders may be but not exceeding 30 (thirty) days at anyone time after giving not less than 7 closed days prior notice by advertisement in some newspaper circulating in the

25district in which the Registered Office of the Company is situated.

Directors right to 25. The Directors shall have the same right to refuse to register a personrefuse registration entitled by transmission to any Shares or his nominee, as if he were the

transferee named in an ordinary transfer presented for registration. 26Nomination 25A. (i) Every Shareholder/Debenture holder or a Depositor under the

Company’s Public Deposit Scheme (Depositor) of the Company may at any time, nominate in the prescribed manner, a person to whom his Shares/ Bonds/Debentures or deposits in the Company shall vest in the event of his death.

(ii) Where the Shares or Bonds or Debentures or Deposits in the Company are held by more than one person jointly, the Joint Holder may together nominate, in the prescribed manner, a person to whom all the rights in the Shares or Bonds or Debentures or Deposits in the Company, as the case may be, shall vest in the event of death of all the joint holders.

of title to

24 Article 23 (a) and 23 (b) were inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.


26 Article 25A and 25B were inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

18

(iii) Notwithstanding anything contained in any other law for the time being in force or in disposition, whether testamentary or otherwise, in respect of such Shares/Bonds/Debentures or Deposits in the Company, where a nomination made in the prescribed manner purport to confer on any person the right to vest the Shares/Bonds/Debentures or Deposits in the Company, the nominee shall on the death of the Share/Bond/Debenture Holder or a Depositor, as the case may be, on the death of the Joint Holders become entitled to all the rights in such Shares/Bonds/ Debentures or Deposits, as the case may be, all the Joint Holders in relation to such Shares/Bonds/Debentures or Deposits, to the exclusion of all persons, unless the nomination is varied, cancelled in the prescribed manner.

(iv) Where the nominee is a minor, it shall be lawful for the holder of the Share/Bonds/Debentures or deposits, to make the nomination to appoint in the prescribed manner, any person to become entitled to Shares/Bonds/ Debentures or Deposits in the Company, in the event of his death, during the minority.

26Transmission of 25B A nominee, upon production of such evidence as may be required by the Securities by Board and subject as hereinafter provided, elect, either.Nominee

(i) To be registered himself as holder of the Share/Bond/Debenture or Deposits, as the case may be; or.

(ii) To make such transfer of the Share/Bond/Debenture or Deposits, as the case may be, as deceased Share/Bond/Debenture holder or Depositor could have made;

(iii) If the nominee elects to be registered as holder of the Share / Bond / Debenture or Deposits, himself, as the case may be, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects and such notice shall be accompanied with the Death Certificate of the deceased Share/Bond/Debenture holder or Depositor, as the case may be,

(iv) A nominee shall be entitled to the same dividends and other advantages to which he would be entitled to, if he were the registered holder of the Share/ Bond/Debenture or Deposits except that he shall not, before being registered as a member in respect of his Share/Bond/Debenture or Deposits be entitled in respect of his Share/Bond/Debenture or Deposits be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

Provided further that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the Share/Bond/Debenture or Deposits and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all Dividends, Bonuses or other moneys payable or rights accruing in respect of the Share/Bond/Debenture or Deposits, until the requirements of the notice have been complied with.

19

Power to 26. The Directors may from time to time, with the sanction of the Company in increase Capital General Meeting, increase the Share Capital by such sum to be divided into

Shares of such amount, as the resolution shall prescribe.

On what conditions 27. Subject to the provisions of the Act, new Shares shall be issued upon such new Shares may terms and conditions and with such rights and privileges annexed thereto, issued as the General Meeting resolving upon the creation thereof shall direct and if

no direction be given as the Directors shall determine.

How far new 28. Except so far as otherwise provided by the conditions of issue, or by these Shares to rank Articles, any capital, raised by the creation of new Shares shall be considered with Shares in part of the original capital and shall be subject to the provision hereinoriginal capital contained with reference to the payment of calls and installments, transfer

and transmission, lien, voting surrender and otherwise.2729 Deleted

28 Further issue 29A. (i) Subject to provisions of Section 81 of the Companies Act, 1956, where of Shares at any time after the 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 unissued 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 on these Shares at that date and such offer shall be made by notice specifying the number of Shares to which the member is entitled and limiting a time within which the offer, if not accepted will be deemed to be declined; and after the expiration of such time or on receipt of an intimation from the member to whom such notice is given that he declines to accept the Shares offered, the Directors may dispose off the same in such manner as they think most beneficial to the Company.

29A.(ii) The provisions of section 81(1A) of Companies Act, 1956 read with Rules made thereon and prescribed guidelines of SEBI as amended from time to time will be applicable for allotment of further Shares on preferential basis.

Reduction of 30. Subject to the provisions of Section 100-104 of the Act and to the Share-capital etc. holders approval, the Company may (from time to time) by special resolution

reduce its capital by paying off capital or canceling capital which has been lost or is unrepresented by available assets, or is superfluous or by reducing the liability on the Shares or otherwise as may seem expedient and capital may be paid off upon the footing that it may be called upon again or otherwise and the Directors

29may subject to the provisions of the act accept surrender of Shares.

27 Article 29 was deleted by special resolution passed at the Extra Ordinary General Meeting of Shareholders held on 10.03.1978..


29 In Article 30, the word shareholders approval was substituted for President's approval by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

20

Sub-division and 31. The Company, in a General Meeting may from time to time subdivide or consolidation consolidate its Shares or any of them and exercise any of the powers conferred of Shares by Sub-Section (1) (a) to (e) to Section 94 of the Act and shall file with the

Registrar such notice of exercise of any such powers as may be required by the Act.

Power to modify 32. If at any time the capital by reason of the issue of preference Shares or otherwise is divided into different classes of Shares, all or any of the rights and privileges attached to each class may subject to the provision of Section 106 and 107 of the Act be modified, abrogated or dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is (a) ratified by the consent of the holders of at least three-fourths of the nominal value of the issued Shares of that class or (b) confirmed by a resolution passed at a separate General Meeting of the holders of Shares of that class supported by the votes of at least three-fourth of the holders of those Shares and all the provisions hereinafter contained as to General Meeting shall mutates mutandis apply to every such meeting, except that the quorum thereof shall be members, holding or representing by proxy one-fifth of the nominal amount of the issued Shares of that class.

Payment of 32A. Subject to provisions of Section 76 of the Act, the Company may, at any Commission time, pay a commission/Incentive 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 or procuring or agreeing to procure subscriptions whether absolute or conditional for any Shares in, or Debentures of the Company provided that the Commission/Incentive shall not exceed in the case of Shares, five percent of the price at which the Shares are issued and in the case of debentures, two and a half percent of the price at which the debentures are issued. Such Commission/Incentive may be satisfied by payment of cash or allotment of fully or partly paid Shares/Debentures or partly

30in one way and partly in the other.

Payment of 32B. The Company may also pay a reasonable and lawful sum of Brokerage or 30Brokerage Fee in lieu of Brokerage.

Power to Borrow 33. Subject to the provisions of section 292 of the Act, the Board may by means of resolution passed at meetings of the Board from time to time, Borrow and/or secure the payment of any sum or sums of money for the purposes of the Company.

Condition on 34. The Directors may raise or secure the payment or repayment of suchwhich money moneys in such manner and upon such terms and conditions in all respects as may be borrowed they think fit and in particular, by the issue of bonds, perpetual or redeemable,

debentures or debenture-stock of the Company charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being.

30 Article 32 A and 32 B were inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

21

Securities maybe assignable assignable free from any equities between the Company and the person toFree from equities whom the same be issued.

Issue at discount 36. Subject to section 78, 79 and 117 of the Act, any Debentures, Debentures- etc.or with special stock, Bonds or other securities may be issued at a discount, premium or privileges otherwise, and with any special privileges as redemption, surrender, drawings,

allotment of Shares, appointment of Director and otherwise. Debentures, Debenture-stock, Bonds or other securities with the right to allotment of or conversion into Shares shall be issued only with the consent of the Company in

31General Meeting.

Persons not to 37. Whenever any uncalled capital of the Company is charged, all personshave priority taking any subsequent charge thereon shall take the same subject to such over any prior charge and shall not be entitled by notice to the shareholders or prior charge otherwise to obtain priority over such prior charge.

Indemnity 38. If Directors or any of them or any other person shall become personally liable may be given for the payment of any sum primarily due from the Company, the Directors may

execute or cause to be executed any mortgage charge or security over to affecting the whole or part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability.

General Meeting 39. The Company shall in each year hold, in addition to any other meetings, a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notice calling it; and not more than 15 months shall elapse between the date of one Annual General Meeting of the Company and that of the next unless the time has been extended as provided in Section 166. The first Annual General Meeting of the Company shall be held within 18 months from the date of its incorporation, and if it is so held, the Company may not hold any Annual General Meeting in the year of its incorporation. Every Annual General Meeting shall be held during business hours on a day other than a public holiday either at the Registered Office of the Company or such other place as may be agreed to by all the members by a resolution. Such General Meeting shall be called “Annual General Meeting and all other meetings shall be called Extraordinary General Meeting.”

When Extra 40. The Board may, whenever they think fit and shall, on the requisition of the Ordinary General holders of not less than one-tenth of the paid-up capital of the Company upon Meeting to which all calls or other sums then due have been paid, and as at that date carry be called the right of voting in regard to that matter, forthwith proceed to convene an

Extraordinary General Meeting of the Company, and in the case of such requisition, the following provisions, shall have effect:-

1. The requisition must state the objects of the meeting and must be signed by the requisitionist, and deposited at the office and may consist of several documents in like form each signed by one or more requisionists.

35. Debentures, debenture-stock, bonds or other securities, may be made

22


2. If the Directors of the Company do not proceed within twenty-one days from the date of the requisition, being so deposited to cause meeting to be called on a day not later than 45 days from the date of the deposit of the requisition, the requisitionists or a majority of them in value may themselves convene the meeting, but any meeting so convened shall be held within three months from the date of the deposit of the requisition.

3. Any meeting convened under this Article by the requisitionists shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Directors.

Notice of meeting 41. Twenty one days notice at least of every General Meeting, Ordinary orto be given Extraordinary, and by whomsoever called, specifying the date, hour and place

of the meeting and with a statement of the business to be transacted at the meeting (and in case it is proposed to pass a Special Resolution, the intention to propose such resolution as a Special Resolution) shall be given to the persons entitled under and in the manner provided by the Act and these articles.

42. Meeting may be convened by notice of less than twenty-one days subject to the provisions of section 171 of the Act.

Omission to 43. The accidental omission to give any such notice to or the non-receipt of any give notice such notice by any member shall not invalidate the proceedings at any meeting.

Business of 44. The business of Annual General Meeting shall be to receive and consider Ordinary Meeting the Profit and Loss Account, the Balance Sheet and the Report of the Directors

and of the Auditors, to declare Dividends, for appointment of Directors in the place of those retiring and the appointment of and the fixing of the

32remuneration of the Auditors.

All other business transacted at such meeting and all business transacted at Extraordinary General Meeting shall be deemed special.

Quorum 45. Subject to the provisions of Act, Five members present in person or by duly authorized representative shall be the quorum for a General Meeting of the

33Company.

Chairman of 46. The Chairman of the Board of Directors shall be entitled to take the chair at General Meeting every General Meeting. If there be no such Chairman, or if at any meeting he is

not present within fifteen minutes, after the time appointed for holding such meeting or is unwilling to act as chairman, the members present shall choose another Director as Chairman and, if no Director is present, or if all the Directors present decline to take the Chair, the members present shall choose, one of their members to be Chairman.

47. No business shall be discussed at any General Meeting except the election of a Chairman whilst the Chair is vacant.



23

When, if quorum not 48. If, within thirty minutes ‘from the time appointed for the meeting, a quorum present, meeting is not present, the meeting, if convened upon such requisition as aforesaid, to be dissolved, shall be dissolved, but in any other case it shall stand adjourned to the sameand when to day in the next week at the same time and place, and if at such adjourned be adjourned meeting a quorum is not present, those members who are present shall be a

34quorum and may transact the business for which the meeting was called.

How questions 49. Every question submitted to a meeting shall be decided in the first instance to be decided by a show of hands, and in the case of any equality of votes, the Chairman shall at meeting both on a show of hands and at poll, if any, have a casting vote in addition to the

vote or votes which he may be entitled as member.

What is to be 50. At any General Meeting a resolution put to the vote of the meeting shall be evidence of the decided on a show of hands, unless a poll is, before or on the declaration of the passing of result of voting by show of hands, demanded by a member present in person or resolution where proxy or by duly authorized representative, and unless a poll is so demanded, a poll not declaration by the Chairman that a resolution has on a show of hands been demanded carried or carried unanimously or by a particularly majority or lost, and an entry

to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number of proportion of the vote recorded in favour of or against that resolution.

Consideration of 51. Subject to provisions of Companies Act, 1956, If a poll is duly demanded, it poll when shall be taken in such manner and at such time and place as the Chairman of the demanded meeting directs and either at once or after an interval of adjournment or

otherwise and the result of the poll be deemed to be the decision of the meeting on which the poll was taken. The demand of a poll may be withdrawn at any time

35by the persons who made the demand.

Power to adjourn 52. The Chairman of General Meeting may with the consent of the meeting, General Meeting adjourn the same, from time to time and from place to place but no business

shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

In what cases 53. Any poll duly demanded on the election of a Chairman of a meeting or any poll taken without question or adjournment shall be taken at the meeting and without adjournment.adjournment

Business may 54. The demand of a poll shall not prevent the continuance of a meeting for the proceed transaction of any business other than the question on which a poll has been notwithstanding demanded.demand of poll

Chairman's 55. The Chairman of any meeting shall be the sole judge of the validity of every decision vote tendered at such meeting. The Chairman present at the taking of a poll shall conclusive be the sole judge of the validity of every vote tendered at such poll.

34 Article 48, the word “thirty” was substituted for the word “fifteen” by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.


24

Votes of members 56. Upon a show of hands, every member present in person or proxy or by duly authorized representative shall have one vote, and upon a poll every member present in person or by proxy or by duly authorized representative shall have one vote for every Share held by him.

Postal ballot 56A Notwithstanding anything contained in the Articles of the Company, the Company do adopt the mode of passing resolutions by the members of the Company by means of Postal Ballot (which includes voting by electronic mode) and/or other ways as may be prescribed in the Companies (Passing of Resolution by Postal Ballot) Rules, 2001 in respect of the matters specified in said rules as modified from time to time instead of transacting such business in a General Meeting of the Company subject to compliances with the procedure for such Postal Ballot and/or other requirements prescribed in the rules in this

36regard.

Votes in respect 57. Any person entitled under the transmission clause to any Share, may vote at of Shares of any General Meeting in respect thereof in the same manner as if he were the deceased and registered holder of such Shares provided that seventy two hours at least before bankrupt the time of holding the meeting or adjourned meeting as the case may be at members which he proposes to vote he shall satisfy, the Directors of his right to such

Shares or his right to vote at such meetings in respect thereof.

58. Any member who is a Company present by a representative duly authorized by a resolution of the Directors of such Company in accordance with the provisions of Section 187 of the Act, may vote on a show of hands as if he was a member of the Company. The production at the meeting, a copy of such resolution duly signed by one Director of such Company and certified by him as being a true copy of the resolution shall at the meeting be accepted by the Company as sufficient evidence of validity of his appointment.

Joint Holders 59. Where there are Joint Registered Holders of any Share, any one of such persons may vote at any meeting either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; and if more than one of such Joint Holders be present at any meeting personally or by proxy, that one of the said persons present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof Several executors or administrators of a deceased member in whose name any Share stands shall for the purposes of the clause be demand Joint Holders thereof.

Votes in respect 60. A member of unsound mind or in respect of whom an order has been made of Shares of by Court having Jurisdiction in lunacy, may vote whether on show of hands or on members of poll, by his committee or other legal guardian and any such Committee or unsound mind guardian may, on a poll, vote by proxy.

Appointment of 61. A member entitled to attend and vote at a meeting may appoint another proxies person (whether a member or not) as his proxy to attend a meeting and vote on a

poll. No member shall appoint more than one proxy to attend on the same occasion. The instrument appointing a proxy shall be in writing and signed by the appointer or his attorney duly authorized in writing or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.

25

36 Article 56 A was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

Deposit of 62. The instrument appointing a proxy and the power of attorney or other instrument of authority, if any under which it is signed or a notarially certified copy thereof shall appointment be deposited at the office of the Company not less than 48 hours before the time

for holding the meeting at which the persons named in the instrument purposed to vote and in default the instrument of proxy shall not be treated as valid.

No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution except in the case of adjournment of any meeting first held previously to the expiration of such time. An attorney shall not be entitled to vote unless the Power of Attorney or other instruments appointing him or a notarially certified copy thereof has either been registered in the records of the Company at any time not less than 48 hours before the time for holding the meeting at which the attorney proposes to vote or is deposited at the office of the Company not less than 48 hours before the time fixed for such meeting aforesaid.

Notwithstanding that a Power of Attorney or other authority has been registered in the records of the Company, the Company may by notice in writing addressed to the member or the attorney require him to produce the original Power of Attorney or authority and unless the same is thereupon deposited with the Company, the attorney shall not be entitled to vote at such meeting unless the Directors in their absolute discretion excuse such non-production and deposit.

When vote by 63. A vote given in accordance with the terms of instrument of proxy shall be Proxy valid valid notwithstanding the previous death or insanity of the principal, or though authority revocation of the proxy or of the authority under which the proxy was executed or revoked the transfer of the Shares in respect of which the proxy is given that no intimation

in writing of the death, insanity, transfer or transmission shall have been received at the office of the Company before the meeting.

Form of proxy 64. An instrument appointing proxy may be in the following form or in any other form which the Directors shall approve;Engineering Projects (India) Limited

I……………………………….of……………………………………………………. in the district of ………….......................……………… being a member of the Engineering Projects (India) Limited named Company hereby appoint …………………………………… of ……………………………… as my proxy to vote for me on my behalf at the (Ordinary or Extraordinary, as the case may be) General Meeting of the Company to be held on the ………..........……………. day of ………......................................………. and at any adjournment thereof.

Signed this ……………………. Day of …………. ………

No members 65. No member shall be entitled to be present, or to vote on any question eitherentitled to vote personally or by proxy at any General Meeting or upon a poll or be reckoned in a etc. while call quorum while any call or other sum shall be due and payable to the Company in due to Company respect of any of the Shares of such members.

26

Time for 66. No objection shall be made to the validity of any vote except at the meeting or objection to vote poll at which such vote shall be tendered and every vote whether given

personally or by proxy, not disallowed at such meeting or poll shall be deemed valid for all purposes of such meeting or poll whatsoever.

Number of 67. Until otherwise determined by the General Meeting and subject to the Directors approval of the President of India, the number of Directors shall not be less than

375 (five) and more than 15 (fifteen).

Appointment of 68. All the Directors shall be appointed by the President of India in accordance of Directors with the provisions of the Companies Act, 1956. They shall be paid such salary

37and/or allowance as the President of India may from time to time determine.38Qualifications 68A. A Director shall not be required to hold any qualification Shares.

Shares

General Powers 69. The business of the Company shall be managed by the Board of Directorsof the Board who may pay all the expenditure incurred in setting up and registering the

Company.

1. Subject to the provision of the Act, the Board of Directors of the Company shall be entitled to exercise all such powers, and to do all such acts and things, as the Company is authorized to exercise and do Provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by this or any other Act or by the Memorandum or Articles of the Company or otherwise, to be exercised or done by the Company in General Meeting.

Provided further that in exercising any such power or doing any such act or thing, the Board shall, be subject to the provisions contained in that behalf in this or any other Act, or in the Memorandum or Articles of the Company, or any regulation not inconsistent therewith the duly made there under including regulations made by the Company in General Meeting.

Provided further that the Debenture/Debenture Stock, Loan/Loan Stock, Bonds or other Security conferring the right to allotment or conversion into Shares or the option or right to call for allotment of Shares shall not be issued except with

39the sanction of the Company in General Meeting.

2. No regulation made by the Company in General Meeting shall invalidate any prior act of the Board, which would have been valid if that regulation had not been made.

40Specific Powers 70. Specific Powers to Directors:to Directors

Without prejudice to the General Powers conferred by the last preceding Article, and the other powers conferred by these Articles, and subject to the provisions of the Act, the Directors shall have the following powers that is to say powers:

37 Article 67 & 68 were substituted for the then existing texts by special resolution passed at the Extra Ordinary General Meeting of Shareholders held on 20.03.1979.

38 Article 68A was inserted by special resolution passed at the Extra Ordinary General Meeting of Shareholders held on 30.06.1979.


40 In Article 70, the words “Specific Powers to Directors “ were inserted as marginal heading by Special Resolution passed at the Extra Ordinary General Meeting of Shareholders held on 20.03.1979.

27

1. To purchase, take on lease or otherwise acquire for the Company, property rights or privileges which the Company is authorized to acquire at such price and generally on such terms and conditions as they think fit.

2. The power to approve any programme of capital expenditure will be exercised 41as per the Govt. Guidelines/Instructions issued from time to time.

3. To pay for any property, rights or privileges acquired by or services rendered to the Company either wholly or partially in cash or in Shares, Bonds, Debentures or other Securities of the Company and any such Shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such Bond, Debentures or other Securities may be either specifically charged up to all or any part of the property of the Company and its uncalled capital or not so charged.

4. To secure the fulfillment of any contract or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such other manner as they may think fit.

5. To create posts below the Board level and to appoint at their discretion, remove or suspend such Managers, Secretaries, Officers, Clerks, Agents and Servants, for permanent, temporary or special services as they may from time to time, think fit, and to determine their powers and duties and to require security in such instances and to such amount as they think fit; provided that prior approval of Government is obtained to appoint persons over the age of superannuation in

42the equivalent pay scale of E8 (IDA PAY Pattern ).

5A. To appoint foreign technical personnel whenever necessary.

6.To appoint any persons or person (whether incorporated or not) to accept and hold in trust for the Company, any property belonging to the Company or in which it is interested or for any other purposes, and to execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of such trustee.

7. To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any claims or demands by or against the Company.

8. To refer any claims or demands by or against the Company to arbitration and observe and perform the awards.

9. To make and give receipt, release and other discharge for money payable to the Company and for the claims and demands for the Company.

10. To determine who shall be entitled to sign on the Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents.

28

41 In the Power specified at item 2, the figures "25" were substituted for the figures "15" by special resolution passed at the Extra Ordinary General Meeting of Shareholders held on 20.03.1979.

Clause (2) of Article 70 was further substituted for the then existing text by Special Resolution passed at the Annual General Meeting of Shareholders held on 16.09.1999.

42 In Article 70 in the power specified at item 5, the words “the age of superannuation in the equivalent Pay Scale of E-8 (IDA Pay Pattern) was substituted for “58 years of age to posts in scale of pay of Rs. 2500-3000 and above” and clause 22 was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

11. To provide from time to time for the management of the affairs of the Company at different places in such manner as they think fit, and in particularto appoint any person to be the attorneys or agents of the Company withsuch powers (including power to sub-delegate) and upon such terms as may be think fit.

12. To invest in the Reserve Bank of India or in such securities and deal with any of the moneys of the Company upon such investments authorized by the Memorandum of Association of the Company (not being Shares in this Company) and in such manner as they think fit, and from time to time to vary or realize such investments.

13. To execute in the name and on behalf of the Company in favour of any Directors or other person who may incur or be about to incur any personal liability for the benefit to the Company such mortgages of the Company’s property (present and future) as they think fit and any such mortgage may contain a power of sale and such other powers, covenants, and provisions as shall be agreed upon.

14. To give to any person employed by the Company commission on the profits of any particular business transaction, or Share in the general profits of the Company, and such commission or Share or profits shall be treated as part of the working expenses of the Company.

15. To make from time to time, vary and repeal bye-laws and rules for the regulation of the business of the Company and for determination of service conditions, salaries and allowance of its employees.

16. To give, award or allow any Bonus, Pension, Gratuity or Compensation to any employee of the Company, or his widow, children or dependents that may appear to the Directors just or proper, whether such employee, his widow, children or dependents have or have not a legal claim upon the Company.

17. Before declaring any dividend, to set aside such portion of the profits of the Company as they may think fit, to form a fund to provide such pensions, gradations, or compensations or to create any provident or benefit fund in such manner as the Directors may deem fit.

18. From time to time and at any time to establish any Local Board for managing any of the affairs of the Company in any specific locality in India or out of India, and to appoint any person to be members of such Local Board and to fix their remuneration and subject to the provisions of Section 292 of the Act from time to time and at any time to delegate to any person so appointed any of the powers, authorities and discretion for the time being vested in the Directors other than their power to make call and to authorise members for the time being of any such Local Board or any of them to fill up any vacancies, and such appointment or delegation may be made in such term, and subject to conditions as the Directors may think fit, and the Directors may at any time remove any person so appointed and may annul or vary any such delegation.

29

19. To enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds, things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matter aforesaid or otherwise for the purposes of the Company.

20. Subject to the restrictions laid down in Section 292 of the Act, to delegate all or any of the powers, authorities and discretion for the time being vested in them, subject, however, to the ultimate control and authority being retained by them.

21. To borrow or raise or secure the payment of money in such manner as the Company shall think fit, and in particular by executing mortgages and the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property (both present and future) including its uncalled capital and to purchase, redeem, or payoff any such securities.

22. To exercise the enhanced powers delegated by the Government of India to 42the Company from time to time.

Appointment of 71. (i) The President of India may appoint any one of the Directors or theChairman, Managing Director as the Chairman of the Board of Directors of the Company. Managing (ii) The President of India may from time to time appoint non-rotational Directors Director, including Managing Directors/Full-time Functional Director(s) for such termsFull-time Functional and on such remuneration (whether by way of salary or otherwise) as he may

43Directors etc. think fit.(iiA)Not less than Two-third of the total number of Directors of the Company shall be persons whose period of office shall be liable to determination by retirement of Directors by rotation and save as otherwise expressly provided in the Act, be appointed by the Company in General meeting. At every Annual General Meeting of the Company, 1/3rd of such Directors for the time being as are liable to retire by rotation or if their number is not three or multiple of three, then the-number nearest to 1/3rd, shall retire from office at the Annual General meeting at which a Director retires, as aforesaid, the Company may fill up the vacancy by appointing the retiring Director or some other person thereto. The Chairman & Managing Director and the Ex-officio Govt. Director shall not be subject to

43retirement under this clause.

(iii) Subject to the provisions of Section 284 of the Act, the President of India may remove or dismiss the Chairman, Managing Director and other Directors appointed by him for any reason whatsoever and shall have the right to fill any such vacancy caused by removal, dismissal, resignation, death or otherwise.

(iv) Subject to the provisions of Section 292 and 293 of the Act, the Board of Directors may from time to time entrust to and confer upon the Chairman, the Managing Director or full-time functional Director(s) for the time being, such of the Powers exercisable under these Articles by the Board of Directors as they may think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and such restrictions as they may think expedient, and may confer such powers either collaterally with or to the exclusion of and in substitution for all, or any of the powers of the Directors in that behalf and may from time to time revoke,

43withdraw, alter or vary all or any of such powers.

30

43 Article 71 was amended to substitute the then existing text of that Article by Special Resolution passed at the Extra Ordinary General Meeting of Shareholders held on 20.03.1979.In Article 71 Clause (iiA) was inserted and clause (iv) was amended by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

(v) Nothing in sub-clause (iv) above will preclude the Chairman, the Managing Director or Full-time Functional Director(s) or other officer of the Company from

43sub-delegating powers conferred upon them by any authority superior to them.

Directors to cause 72. The Director shall cause minutes to be made in books provided for the minutes to be purpose :made in books (a) of all appointment of officers made by the Directors

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors.

(c) of all resolutions and proceedings at all meetings of the Directors and of any committee of the Directors.

(d) of all resolutions and proceedings at all meetings of the Directors and of the Committee of Director and every Director present at any meeting of Directors or Committee of Directors shall sign his name in a book kept for that purpose.

Seal 73. The Board shall provide for the safe custody of the Company’s Seal.

74. Subject to the Company’s (issue of Share Certificate) Rules 1960, the Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors and in the presence of at least one Director.

A Director(s) may, however sign a Share/Debenture Certificate by affixing his signature(s) thereon by means of any machine, equipment or other mechanical/electronic means such as engraving in metal or lithography but not by means of rubberstamp, provided that the Director(s) shall be responsible for the safe custody of such machine equipment or other metal used for the

44purpose.

Vacation of office 75. The office of a Director shall become vacant in accordance with the

by Directors provisions set out in Section 283 of the Act.

Directors not to 76. No Director or other person referred to in Section 314 of the Act shall hold an

hold office or office or place of profit save as permitted by that Section.place of profit

77. Director of the Company may be or become a Director of any other Company promoted by the Company or in which it may be interested as member, Share Holder or otherwise and no such Director shall be accountable for any benefits received as a Director or member of such other company.

Alternate Director 78. In place of a Director who is out of India or is about to go out of lndia or who

expects to be absent for not less than three months from the State in which

meetings of the Directors are ordinarily held, the Board or the President as the

case may be, may appoint any person to be an Alternate Director during his

absence out of India or his absence for not less than three months from the State

in which the meetings of the Directors are ordinarily held and such appointment


31

shall have effect and such appointee whilst he holds office as an Alternate

Director shall be entitled to notice of meetings of the Directors and to attend and

to vote there at accordingly and he shall ipso facto vacate office when the

original Director returns to India or vacates office as a Director.

Meetings of 79. A meeting of the Board of Directors shall be held for the discussion of thethe Board business of the Company at least once in every three calendar months and at

least four such meetings shall be held in every year.

80. (1) Notice of every meeting of the Board of Directors of the Company shall be given in writing to every Director for the time being in India and at his usual address in India to every other Director.

(2) Every Officer of the Company whose duty is to give notice as aforesaid and who fails to do so shall be punishable with fine which may extend to one hundred rupees.

Quorum for meeting 81. Subject to the provisions of the Act, the quorum for a meeting of the Board of Directors of the Company shall be one-third of its total strength, (any fraction in that one-third being rounded off as one) or 2 Directors whichever is higher provided that where at any time the number of interested directors exceeds or is equal to two- thirds of the total strength, the number of remaining Directors that is to say the number of Directors who are not interested shall form the quorum

45during such time.

Director may 82. The Chairman and/or Managing Director may at any time convene a meeting summon meeting. of the Directors. Questions arising at any meeting shall be decided by majority How questions of votes. The Chairman shall have a second or casting vote.to be decided?

Power of quorum 83. A meeting of the Directors for the time being, at which a quorum is present, shall be competent to exercise all or any of the authorities, power, and discretion by or under the Articles of the Company for the time being vested in or exercisable by the Directors generally.

Chairman of the 84. If no Chairman has been appointed during a particular period or if at any meeting meeting the Chairman is not present within 15 minutes after the time for holding

the same, the Directors present may choose one of their number to be Chairman of the meeting.

Delegation of 85. The Directors may, subject to the provisions of Section 292 and 293 of the Powers to Act, delegate any of the powers to a Committee consisting of such number of Committee members of their body as they think fit and may from time to time, revoke such

delegation. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Directors. The proceedings of such a Committee shall be placed before the Board of Directors at its next meeting.

32


Chairman of 86. A Committee may elect a Chairman of the meetings. If no such Chairman is Meeting of elected or if at any meeting the Chairman is not present within 15 minutes after Committee the time appointed for holding the same the members present may choose one

of their number to be Chairman of the meeting.

When acts of 87. All acts done by any meeting of the Directors, or of a Committee of Directors, Directors of or by any person acting as a Director shall, notwithstanding that it be afterwards Committee valid discovered that there was some defect in the appointment of such Directors or

persons acting as aforesaid or that they or any of them were disqualified, be as valid, as if every such person had been duly appointed and was qualified to be Director.

Provided that nothing in this section shall be deemed to give validity to acts done by a Director after his appointment had been shown to the Company to be invalid or to have been terminated.

Resolution 88. Subject to restriction placed under Section 292 of the Act, resolution of the without Board Board of Directors can be passed by circulation and they shall be as valid and meeting valid effectual as if they have been passed at a meeting of the Directors duly called

and constituted. No resolution shall however be deemed to have been duly passed by the Board or by a Committee thereof by circulation unless the resolution has been Circulated in draft together with the necessary papers, if any, to all the Directors, or to all members of the Committee then in India (not being less in number than the quorum fixed for a rneeting of the Board of Committee as the case may be) and to all other Directors or Members at their usual address in India and has been approved by such of the Directors as are then in India, or by a majority of such of them as are entitled to vote on the resolution.

Capitalization of 89. The Directors may before recommending any dividend, set aside out of the Reserve profits of the Company such sums as they think proper as a reserve fund to meet

contingencies or for equalizing dividends or for special dividends, or for repairing, improving and maintaining any of the property of the Company and for such other purposes as the Directors shall in their absolute direction think conducive to the interests of the Company and may invest the several sums so set aside upon such investment (other than Shares of the Company) as they may think fit from time to time, deal and vary such investments, and dispose off all or any part thereof for the benefit of the Company and may divide the reserve funds into such special funds as they think fit and employ the reserve funds or any part thereof in the business of the Company and that without being bound to keep the same separate from the other assets.

Dividend 90. The profits of the Company available for payment of dividend, subject to any special relating thereto created or authorized to be created by these presents and subject to the provisions of these presents as to the reserve fund, shall be divisible amongst the members in proportion to the amount of capital held by them respectively provided always that (subject as aforesaid) any capital paid up

33

on a share during the period in respect of which a dividend is declared shall only entitle the holder of such Share to an apportioned amount of such dividend as from the date of payment.

Capital paid up 91. Money paid on any Share in advance of calls shall not rank for payment ofin advance dividends or confer a right to participation in profits.

Declaration of 92. The Company in a General Meeting may declare a dividend to be paid to the Dividend members according to their rights and interest in the profits and may fix the time

for payment but no dividend shall exceed the amount recommended by the Directors.

93. No dividend shall be declared or paid by the Company for any financial year except out of profits of the Company for that year arrived at after providing for the depreciation in accordance with the provisions of sub-section (2) of Section 205 of the Act or out of profits of the Company for any previous financial year or years arrived at after providing for the depreciation in accordance with the provisions remaining undistributed or out of both or out of moneys provided by the Government for the payment of dividend in pursuance of a guarantee given by the Govt.

When to be deemed 94. The declaration of the Directors as to the amount of the net profits of the net profits Company shall be conclusive.

Interim dividend 95. The Directors may, from time to time, Pay to the member such interim Dividends as in their judgement the position of the Company justifies.

Debts may be 96. The Directors may retain any dividends on which the Company has lien and deducted may apply the same in or towards satisfaction of the debts, liabilities or

engagements in respect of which the lien exists.

Dividend and call 97. Any general meeting declaring a dividend may make a call on the members together of such amount as the meeting fixes, but the call on each members shall not

exceed the dividends payable to him, and the call be made payable at the same time as the dividend, and the dividend may if so arranged between the Company and the members, be set off against the call. The making of a call under this clause shall be deemed ordinary business of an Ordinary General Meeting which declares a dividend.

Dividend are to 98. Subject to the provisions of Section 205 of the Act, no dividend shall bebe paid in cash payable except in cash.

Effect of transfer 99. A transfer of Shares shall not pass the right to any dividend thereon after transfer and before the registration of the transfer.

Retention in 100. The Directors may retain the dividends payable upon Shares in respect of certain cases which any person is under the transmission clause (Article-23) entitled to

become a member, of which any person under that clause is entitled to transfer, until such person shall become a member in respect of such Shares or shall duly transfer the same.

34

Dividend to 101. Anyone of the several person, who was registered as the Joint Holders of Joint-Holders any Share, may give effectual receipts for all dividends and payments on

account of dividends in respect of such Shares.

Payment by post 102. Unless otherwise directed, any dividend may be paid by cheque or warrant sent through the post to the registered address of the member of person entitled or in case of joint holders, to the registered address of that one whose name stands first on the register in respect of the Joint Holding, and every cheque or warrant so sent shall be made payable to the order of the person to whom is sent.

Notice of Dividend 103. Notice of the declaration of any Dividend whether interim or otherwise, shall be given to the holders of registered Shares in the manner hereinafter provided

46Unclaimed Dividend 104. Deleted.

Investor Education 104A No unclaimed dividend shall be forfeited by the Board unless the claimand Protection thereto becomes barred by the law and the Company shall comply with all the

46Fund provisions of section 205A of the Act in respect of unclaimed unpaid dividend.

Authentication 105. Unless otherwise provided by the Act, any Director or the Secretary or any documentation person appointed by the Board for the purpose shall have power to authenticate and proceedings any documents or proceedings of the Company requiring authentication.

106. A document purporting to be a copy of a resolution of the Board or an extract from the minutes of meeting of the Board which is certified as such in accordance with the provisions of last preceding Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faiththereof that such resolution has been duly passed or as the case may be,that such extract is true and accurate record of a duly constituted meeting ofthe Board.

Accounts to be kept 107. The Company shall cause to be kept proper books of accounts in 47accordance with Section 209 of the Act with respect to:

(a) All sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place

(b) All sales and purchases of goods by the Company.

(c) The assets and liabilities of the Company.

Inspection of 108. The books of account shall be kept at the Registered Office of the Company Accounts Books or at such other place as the Directors shall think fit and shall be open to

inspection by the Directors during business hours.

Inspection by 109. The Directors shall, from time to time, determine whether and to what members extent and at what times and places and under what conditions or regulations,

the accounts and books of the Company or any of them shall be open to the inspection of members (not being Directors) and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by the Company in General Meeting.

35

46 Article 104 was deleted and 104A was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.


Annual Accountand Balance incorporation of the Company and subsequently once at least in every calendar Sheet year lay before the Company in Annual General Meeting, a Balance Sheet and

Profit and Loss Account, in the case of the first account since the incorporation of the Company and in any other case since the preceding account made up to a date not earlier than the date of the meeting by more than six months in accordance with the provisions of Sections 166 and 210 of the Act.

Annual Report 111. The Directors shall make out and attach to every Balance Sheet, a report of Directors with respect to the state of the Company’s affairs, the amount, if any, which they

recommend should be paid by way of dividend and the amount, if any, which they propose to carry to the Reserve Fund, General Reserve or Reserve Accounts shown specifically on the Balance Sheet or to a Reserve fund, General Reserve or Reserve Account to be Shown specifically in a subsequent balance sheet. The Report shall be signed by the Chairman of the Board of Directors on behalf of the Directors and when he is not present by such number of Directors as are required to sign the Balance Sheet and the profit and loss account by virtue of Sub- Sections (1) and (2) of Section 215 of the Act.The Annual Report should also cover the Company’s performance from the export angle.

Content of Profit 112. The profit and loss account shall in addition to the matter referred to in the and loss Account Section 211 of the Act show, arranged under the most convenient heads, the

amount of gross income, distinguishing the several sources from which it has been derived and the amount of gross expenditure, distinguishing the expenses of the establishments, salaries and other like matters. Every item of expenditure fairly chargeable against the year’s income shall be brought into account so that a just balance of Profit and Loss may be laid before the meeting, and a cases where any item of expenditure which may in fairness be distributed over several years has been incurred in anyone year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.

Balance Sheet, 113. The Company shall send a copy of such Balance Sheet and Profit and Loss P/L Account to Account together with a copy of the Auditor’s Report, at the Registered address be sent to of every member of the Company in the manner in which notice is to be given members hereunder at least twenty four days before the meeting at which it is to be laid

before the members of the Company and shall deposit a copy at the Registered Office of Company for inspection of the members of the Company during a period of at least twenty four days before the meeting.

Directors to comply 114. The Directors shall in all respects comply with the provisions of Section 209 with Section 209 to 222 of the Act, or any statutory modifications thereof for the time beingto 222 of the Act. in force.

Accounts to be 115. Once at least in every financial year, the accounts of the Company shall be audited annually examined and the correctness of the Profit and Loss Account and Balance

sheet ascertained by one or more auditors as provided in the Act.

110. The Directors shall at same date not later than 18 months after the

36

Appointment of 116.The Auditors of the Company shall be appointed or reappointed and their 48Auditors remuneration shall be fixed as per provisions of the Act.

Auditor's right 117. The Auditors of the Company shall be entitled to receive notice of and toto attend attend any General Meeting of the Company at which any accounts which have meetings been examined or reported on by them are to be laid before the Company and

may make any statement or explanation they desire with respect to the accounts.

Power of 117 (a). The Comptroller and Auditor General of India shall have the power to Comptroller and receive a certified copy of the Accounts along with the report of the Auditors Auditor General thereon and to conduct a Supplementary or Test Audit of the Company’s

Accounts by such person or persons as he may authorise in this behalf and for the purpose of such audit, he shall have the right to require information or additional information to be furnished to any person or persons so authorized, on such matters, by such person or persons, and in such form, as the Comptroller and Audit General may, by general or special order, direct. The Audit Report of the Comptroller and Audit General shall be placed before the Annual General Meeting of the Company as the same time and in the same manner as the Audit Report of the Auditors.

Right of the 117 (b). Notwithstanding anything contained in any of these Articles, the President President may, from time to time, issue such directives as he may consider

necessary in regard to the affairs of the Company and conduct of its business or Directors thereof and in like manner may vary and annul such directive. The Directors shall give immediate effect to the directives so issued.

Provided that all directives issued by the President shall be in writing addressed to the Chairman. The Board shall except where the president considers that the interests of the national security requires otherwise, incorporate the contents of directives issued by the President in the Annual Report of the Company and also

49indicate its impact on the financial position of the Company.

How notice to be 118. A notice (which expression shall be deemed to include and shall include served on any summons, notice, process, order, judgment or any other document in members relation to or in the winding up of the Company) may be given by the Company to

any member either personally or by sending it by post to him, to his registered address or (if he has no registered address in the Union of India) to the address if any, within the Union of India supplied by him to the Company for the giving of notices to him.

50 119 (a). Where a notice is sent by post, the service of such notice shall be deemed to be effected by properly addressing, pre-paying and posting letter containing the notice, and unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.

37

48 Article 116 was substituted for the then existing text by special resolution passed at the Extra Ordinary General Meeting of the Shareholders held on 10.09.1970.Article 116 was further amended by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

49 Article 117 (b) was amended by special resolution passed at the Extra Ordinary General Meeting of the Shareholders held on 12.04.1971.Article 117 (b) was further amended by special resolution passed at the Extra Ordinary General Meeting of the Shareholders held on 10.06.1988.

50 In Article 119, the word (a) was inserted before the existing text and clause (b) was inserted by special resolution passed at the Annual General Meeting of Shareholders held on 30.09.2010.

(b) such service shall be deemed to have been effected;

(i) in the case of a notice of a meeting, at the expiration of forty-eight (48) hours after the letter containing the notice is posted; and

(ii) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

Notification of 120. A holder of registered Shares, who has no registered place address may, address by a holder from time to time notify in writing to the Company an Address, which shall beof registered deemed his registered place of address, within the meaning of the preceding Shares having no Article.registered placeof address

When notice may 121. If a member has no registered address and has not supplied to thebe given by Company an address for the giving of notice to him, a notice address to him and advertisement advertised in a newspaper circulating in the neighbourhood of the Registered

Office of the Company, shall be deemed to be duly given to him on the day on which the advertisement appears.

Notice to Joint 122. A notice may be given by the Company to the Joint Holders of Share by Holders giving the notice to the Joint Holder named first in the register in respect of the

Share.

How notice to be 123. A notice may be given by the Company to the persons entitled to Share in given to consequence of the death or insolvency of a member by sending it through the representatives post in a prepaid letter addressed to them by name or by the title orof a deceased or representatives of the deceased or assignee of the insolvent or by any like bankrupt description, at the address (if any) supplied for the purpose by the persons members claiming to be so entitled or (until such an address has been so supplied) by

giving notice in any manner in which the same might have been given, if the death or insolvency had not occurred.

To whom notice 124. Notice of every General Meeting shall be given in the manner hereinbefore of General authorized to (a) every member of the Company, except those members who Meeting be given having no registered address have not supplied to the Company an address for

giving of notice to them, and also to (b) every person entitled to a Share in consequence of the death or insolvency of a member who, but for his death or insolvency, would be entitled to receive notice of the meeting, provided the Company has due notice.

Transferees etc. 125. Every person who, by operation of law, transfer or other meansbound by prior whatsoever, shall become entitled to any Share, shall be bound by every notice notice in respect of such Share which previously to his name and address and title to

the Share being notified to the Company shall be duly given to the person from whom he derives his title to such Share.

How notice to be 126. The signature to any notice to be given by the Company may be written or signed printed.

38

How time to be 127. Where a given number of days, notice or notices extending over any other

counted period if required to be given, the day of service shall unless it is otherwise provided, be counted in such number of days or other period.

Distribution of 128. If the Company shall be wound up and the assets available for distribution

assets on among the members as such shall be insufficient to repay the whole of the paid

winding up up capital, such assets shall be distributed so that as nearly as may be, the losses shall be borne by the members in proportions to the capital paid up or which ought to have been paid up, at the commencement of the winding up, on the Shares held by them respectively. And if in a winding up, the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to capital at the commencement of the winding up, paid up or which ought to have been paid up on the Shares held by them respectively. But this clause is to be without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

Secrecy Clause 129. No member shall be entitled to require discovery of or any information respecting any details of the Company’s trading or any matter which may be in the nature of a trade secret, mystery of trade or secret process which, may relate to the conduct of the business of the Company and which, in the opinion of the Directors, it will be inexpedient in the interest of the members of the Company to communicate to the public.

Indemnity 130. Subject to the provision of Section 201 of the Act, every Director, Manager, Auditors, Secretary and other Officers or Servant of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors, out of the funds of the Company, to pay all costs, losses and expenses which any such officer or servant may incur or become liable to by reason of any contract entered into, or act or thing done by him as such officer or servant, or in any way in the discharge of his duties; and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company, and have priority as between the members over all other claims

131. Subject as aforesaid every Director, Manager, or Officer of the Company shall be indemnified against any liability incurred by him or them in defending any proceedings, whether civil or criminal in which judgment is given in his or their favour or in which he or they are acquitted or in connection with any application under Section 633 of the Act in which relief is granted to them by the Court.

Individual 132. Subject to the provision of Section 201 of the Act, no Director or other responsibility of Officers of the Company shall be liable for the acts, receipts, neglects, or

the Directors defaults of any other Directors or Officer of the Company or for joining in any receipt or other act for conformity, or for any loss or expense happening to the

39

40

Company through insufficiency or deficiency of the title to any property acquired by the order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be deposited or for any loss occasioned by any error of judgment or oversight on his part or for any loss damage or misfortune whatever, which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own dishonesty.

First Directors of 133. The representatives of the subscribing Companies whose names havethe Company been given below shall be first Directors of this Company.

Documents

Memorandum and Articles of Association of and Articles of Associatio… · The name of the Company is Engineering Projects ... railway sidings, building yards, ... Articles of Association