Firestar Diamond, Inc., et al.,1 Debtors. Chapter 11 Case No

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re:

Firestar Diamond, Inc., et al.,1

Debtors.

Chapter 11

Case No. 18-10509 (SHL)

(Jointly Administered)

DECLARATION OF RAHUL MUKHI IN SUPPORT OF PUNJAB

NATIONAL BANK’S EX PARTE MOTION FOR AN ORDER, PURSUANT TO FED. R. BANKR. 2004, AUTHORIZING PUNJAB NATIONAL BANK TO ISSUE SUBPOENAS

FOR THE PRODUCTION OF DOCUMENTS AND AUTHORIZING THE EXAMINATION OF PERSONS

I, Rahul Mukhi, declare under penalty of perjury as follows:

1. I am a member of the bar of this Court and counsel with the law firm of Cleary

Gottlieb Steen & Hamilton LLP, counsel for Punjab National Bank (“PNB”). I respectfully

submit this declaration in support of PNB’s Ex Parte Motion for an Order, Pursuant to Fed. R.

Bankr. 2004, Authorizing Punjab National Bank to Issue Subpoenas for the Production of

Documents and Authorizing the Examination of Persons (the “Motion”).

2. Attached hereto as Exhibit A is a true and correct copy of the Memorandum of

Association of Jewelry Creators International Private Limited, dated August 17, 2006.

3. Attached hereto as Exhibit B are true and correct copies of Fresh Certificates of

Incorporation Consequent upon Change of Name for Jewelry Creators International Private

Limited, dated May 16, 2008, and Firestone Diamond Private Limited, dated October 5, 2011.

4. Attached hereto as Exhibit C is a true and correct copy of a Letter from Mihir

Bhansali to the Board of Directors of Firestone International Private Limited, dated March 20,

1 The Debtors are the following three entities (the last four digits of their respective taxpayer identification numbers follow in parentheses): Firestar Diamond, Inc. (2729), Fantasy, Inc.(1673), and A. Jaffe, Inc. (4756).

18-10509-shl Doc 225 Filed 06/14/18 Entered 06/14/18 14:13:00 Main Document Pg 1 of 3

-2-

2009.

5. Attached hereto as Exhibit D is a true and correct copy of the Resolution of

Firestone International Pvt. Ltd. Passed at the Meeting of the Board of Directors of the Company

at its Meeting Held on the 30th Day of August.

6. Attached hereto as Exhibit E is a true and correct copy the Resolution approved

by the shareholders of Firestar International Private Limited at the Extraordinary General

Meeting of the Company Held on Friday, December 8, 2017.

7. Attached hereto as Exhibit F is a true and correct copy of Form No. MGT-7 for

Firestar International Private Limited filed electronically for the financial year ending March 31,

2017.

8. Attached hereto as Exhibit G is a true and correct copy of the Deed to 160 Central

Park South, Unit 3601, dated March 26, 2007.

9. Attached hereto as Exhibit H is a true and correct copy of the Memorandum of

Association of Firestar Diamond Private Limited, dated May 18, 2004.

10. Attached hereto as Exhibit I is a true and correct copy of the Memorandum of

Association of Firestone Jewellery Private Limited, dated October 27, 2009.

11. Attached hereto as Exhibit J is a true and correct copy of the Annual Return of

Dream Trading Private Limited, dated October 27, 2009.

12. Attached hereto as Exhibit K is a true and correct copy of a Form 32 of AMI

Merchandising Private Limited, electronically filed March 27, 2012.

13. Attached hereto as Exhibit L is a true and correct copy of Letter of Authority by

Neeshal Marketing Private Limited, dated May 31, 2007.


-3-

14. Attached hereto as Exhibit M is a true and correct copy the Memorandum of

Association of Neeshal Merchandising Private Limited, dated Jan 16, 2007.

15. Attached hereto as Exhibit N is a true and correct copy of a Form No. AOC-4 of

Neeshal Marketing Private Limited, electronically filed for the financial year ending March 31,

2017.

16. Attached hereto as Exhibit O is a true and correct copy of a Form 32 for Neeshal

Merchandising Private Limited, dated March 31, 2009.

17. Attached hereto as Exhibit P is a true and correct copy of a Letter from Nirav

Modi to the Board of Directors of Neeshal Merchandising Private Limited, dated May 2, 2007.

18. I declare under penalty of perjury that the foregoing is true and correct.

Executed on June 14, 2018, at New York, New York.

/s/ Rahul Mukhi RAHUL MUKHI


EXHIBIT A

18-10509-shl Doc 225-1 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit A Pg 1 of 25

t

..

iii

i,s. 200/-

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

JEWELRY CREATORS INTERNATIONAL PRIVATE LIMITED

I. The name of the Company 1s JEWELRY CREATORS INTERNATIO NAL PRIVATE LIMITED.

II. The Registered Office of the Company wi ll be situated in the State o Maharashtra i.e within the jurisdiction of the Registrar of Companies , Maharashtra, at Mumbai.

[IT. The Objects for which the Company is established are :

A. ~ IN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION :

1. To carry on the business and activities of m anufac tu ring, cleaving, sawing, cutting, polishing, processing, inde nting , assorting, 1111•· ~ making, casting, polishing, preparing, studding, furni shing, relii · ' ,,. e namelling and of buying, selling, import ing, exporting, supp l_ -.. distributing and dea ling in cu t a nd uncut gems, cut a nd u cut~ Iii d iamonds, industrial diamonds, boart whether rough or coarso, orr,i- a ~ ~ polished, cut and uncut precious and semi preciou s stones i ndO ~ ~ ~ pearls, whether real or c u ltured rubies, synthetic gems, plain i ndO :{ en ...., studded jewellery in gold , platinum, s ilver, copper, b rass their al:roysO ~ u:,

and other metal and studded with diamonds, pearls, synthetic gi ns,O ;, precious and semi-precious stones. N a

Oi ~~ ,, co -" '" .,.. '" = -" N _,.


' .'

•'":

2. To set up, implement, purchase, establish and run unit for manufacturing, manufacturing, cleaving, sawing, cutting, polishing, processing, indenting, assorting, model making, cashing, polishing. preparing, studding, furnishing, refining, enamelling and of buying. selling, importing, exporting, supplying, distributing of studderl jewellery in gold, platinum, silver, copper, brass their alloys and other metal and studded with diamonds; pearts, synthetic gems, precious and sem:i'-precious stones exclusively in special Economic Zone in Santracruz Electronic and Export Processing Zone or any other Export processing whether in India or elsewhere and to implement such project whether it is approved to the company or to any other Concern by Santracruz Electronic Export Processing Zone or any other Authority.

B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMEN:I OF THE ABOVE MAIN OBJECTS ARE :

3. To negotiate loans, undenvriting contracts, mortgages, equity participation, cash credits, overdraft and other financial faciJities from banks, financial institutions, government or semi government bodies and others or on behalf of companies, firms, societies, associations and other.

4.

5.

6.

To acquire by purchase, lease, rent or otherwise deal in lands, buildings and hereditaments of any tenure or description and any interest therein and any rights over or connected with lands so situated and to turn the same to account as may be deemerl expedient.

To enter into contracts, agreements and arrangements \.Vlth any other company, licensees person, firms, trust, or any other party ,;vhether in India and abroad for the carrying out by such other cmnpany or partly on behalf of the company of any of the objects for which the company is founded.

To enter into contracts with Governments, whether local, provincial or central. in the Union of India and abroad.

7. To pay out of the funds of the company all expenses which the company may lawfully pay off, or incidental to the formation, registration of and advertising of or raising money for the company and the issue of its capital including brokerage and comrni'ssions for obtaining applications for placing or underv,.critings or procuring the underwriting of shares, debentures or debenture-stock and to appl) at tbe cost of the company to any competent authority for the extension of the company's powers.

8. To obtain any order or license of any Government or of any other authority of any legislature for establishing the company to carry an, of its objects into effect or for effecting any modification of the company's constitution or for any other purpose which may seern expedient, and to oppose any proceedings or applications, which may seem calculated to prejudice the company's interests.

2

f


t

9. To enter into any arrangements with any Government authorities. municipal, local or otherwise or any persons or company that may seem conducive to the objects of the company or any of them and to obtain from any such Government, authority, person or company an.\ rights, privileges, charters, contracts, finance, licenses and concessions including in particular rights in respect or railway, waterways, roads and highways, which the company may think fit desirable and carry out, exercise and comply there\\ ith.

10. To form, constitute. promote, subsidise, organise and assist or aid in forming constituting, promoting, subsidising, organising and assisting or aiding any company or companies, of all kinds for the purpose of acquiring all or any of the property, rights and liabilities of this company, or for carrying on any business which this compa:ay is authorised to carry on or to promote or advance the interest of this company.

11. To employ experts to investigate and examine into the conditions. prospects, value, character and circumstances of any business concern or undertaking and generally of any assets, property or rights and to provide for their remuneration by payment in cash or otherwise having similar objects,

12. To carry on business or branch of a business, which this company is authorised to carry on, by means, or through the agency of am subsidiary company or companies, and to enter into anv arnmgem1cnt with such subsidiary company for taking the profits and bearing the losses of any business or branch as carried on, or for financing and subsidiary company or guaranteeing its liabilities, or to make anv other arrangement which mav seem desirable with reference to an.v time and either temporarily or permanently to close any such branch or business.

13. To adopt such means of making to the public the business of this company and in particular by giving prizes, awards, and donations or advertising prizes, awards and donation or advertising in the press b:. circulars, by hoarding, posters, placards, publication of hooks, journals banners subject to the provisions of the Companies Act, 1956.

14. To establish agencies in lndia and abroad for sale and purchase and regulate and discontinue the same for the business of the Company.

15. To nominate directors or managers of any subsidiary company in which this company is or may be interested.

16. To send out to foreign countries Directors, Employees, in promoting the interest of the company and to pay all the expanses incurred in this connection,

1 7. To take part in the management, supervision and control of the business or operations of any eompany or undertaking.


18. For the purpose mentioned in the preceding clause to appoint and remunerate any directors, trustees, accountants or other experts or agents.

19. To purchase, take on lease or hire or othenvise acquire any movable or immovable property and rights or privileges which the company may think necessary or convenient for the purpose of its business and in particular, any vehicle, ship or such other craft, any land, buildings, easements and stock-in-trade and either to retain any property acquired for the purpose of the company's busmess or to tum the same to account as may seem expedient.

20. To let, ]ease, se11, re-sell, part with transfer, purchase, mortgage, charge or otherwise with the company's undertaking, buildings, or other property or any part of thereof belonging to the company, or which may be deemed necessaI}7 or convenient for the purpose of company's business or may be thought desirable.

21. To sell, lease, mortgage, grant licenses, easements and other rights over and in any other manner deal with or dispose of the undertaking property, assets, rights and effects of the company, may think fit, and in particular, for share, debentures or securities of any of the company, to promote any other company or companies for the purpose of its or their acquiring all or any of the property, rights or liabilities of the company.

22. To amalgamate, enter into any partnership or acquire the whole or any part of the business, property and liabilities of, or acquire any interest in the business or undertaking of, or enter into partnership or any arrangement for sharing into partnership or any arrange1ncnt for sharing profits or losses, or for any union of interest, joint ownership, joint venture, franchiesee arrangement whether domestic or international 1 reciprocal concession or co-operation with any person, association of persons, firm or company, carrying on or engaged in or about to carry on engaged in or about to carry on engage in business or transaction, which the company is or may authorised to cart}' or for mutual assistant, with any such person, association, firm or company· and to form subsidiaries and to o,vn & hold the investments in the same.

23. To purchase take on lease or license or, hire or othenvise any real and/ or personal property and any rights or privileges and advantages of any kind whatsoever which the company may think necessary' or convenient for the purpose of its business or may enhance the value of any other property of the company and, in particular, any land (freehold, leasehold, or other tenure), tenements, buildings, easements, machinery, plant and stock-in- trade and on any such lands, to erect buildings, in factories, sheds, godowns, or other structures for the works and purposes of the company, and also for the residence and amenity of its employed, staff and other workmen and erect and install machinery and plant and other equipments deemed necessary or convenient or profitable for the purpose of the company and either to retain any property to be acquired for the purpose of the company's business or to re-sell, mortgage, let on lease and or othenvise deal \.vith or to turn the same to account as may seem expedient.

4

.


24. To establish or promote or concur in establishing or promoting any company or companies having similar objects for the purpose of acquiring all or any af the property, rights and liabilities of the company or for any other purpose and to place or guarantee the placing of, underwrite, subscribe for or otherwise, acquire all or an) part of the shares, debentures or other securities of any such other company.

25. To enter into any arrangement with any state or the Union Government or Authority, Municipal or Local authorities or other persons or firms or otherwise that may seem conducive to th<' attainment of the company's objects or any of them and to apply for and to obtain or to purchase or othen:vise acquire from an,y such Governrnent, Municipal or Local authorities or other persons or firms a11 rr.onopolies, rights, concession, licenses~ grants, decrees. sanctions powers and privileges whatsoever which the compan.v may think beneficial or desirable to obtain and to carry out exercise and comply with any such arrangements, rights, pri,·ileges and concession for the benefit of this company.

26. To apply for promote and obtain any act, charter privilege, concession, licenses order or municipality, provisional order or license or any authority for enabling the company to carry any of its objects into effect, or for extending any of the powers of the company or for effecting any modification of the company's constitution, or for an o::her purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated, directly or indirectly. to prejudice the company's interest.

27. To apply for, purchase or otherwise acquire, and protect and rcnc" in any part of the world, any patents, patent rights, brevet invention. trademarks, designs, licenses, concessions and the like conferring any absolute exclusive, non-exclusive or limited right to their use or any secret or other information as to any invention \Vhich may seern capable of being used for any of the purpose of the company or and to sue, exercise develop or grant licenses in respect of or .othen.vise turn to account the property, rights or information so acquired and to expend tnoney in experirnenting upon, testing or iinproving any such patents~ inventions, rights or information.

28. To become member of association or company or members of am chamber of commerce or other body or association of business trade or industries.

29. To procure the recognition of the company in any country, state or place and to apply for or join in applying to any parliament. government, local municipal or other authority or body, India, British Common Wealth or foreign for any act, or laws, decrees, concessions.

30. To refer, or agree to refer, any clairn, demand, dispute or an, other question, by or against the company, or in \vhich the company is interested or concerned, and whether between the company and a member members or his or their representatives, or bet.ween the company and third parties, to arbitration in lndia or at any place

5


outside India, and to observe and perform and to do all acrs. c:eeds, matters and things to carry out or enforce the awards.

3 L To lend and advance money vvith or without security or to give credit to such persons firms companies or cooperation and on such terms as may seem expedient and in particular, to customers and others having dealing with the company.

32. To undertake and execute any trusts the undertaking of which may seem to the company desirable for the benefit of employees or former employees.

33. Subject to the provisions of the Companies Act 1956, to distribute among tbe members in specie, any property of the company, or ani proceeds of sale or disposal of nay property of the company, in the event of winding up.

34. To insure the whole or any part of the property of the company, either fully or partially, to protect and indemnify the company from liabilit, or loss in any respect, either fully or partially and also to insure and to protect thereof, eithe·r on mutual principle or otherwise.

35. To carry out in India and abroad, all or any part of the company's objects as principal, agents carrierj broker, unden.vritert insurer; factor, tmstee, contractor, or otherwise, either alone or in conjunction "ith any other person, firm, association., corporate body, municipality, province, state or government or colony or dependency thereof.

36. To exercise all or any of its corporate powers rights and privileges and to conduct its business in all or any of its branches in Union Bank of India and in any or all states, territories possessions, colonies and dependencies there and in any or all foreign countries, and for the purpose to have and maintain and to discontinue such number of offices and agencies therein as m'1y be convenient

37. To stand guarantors and be surety or answerable for the debts or defaults of any person, firm or company arising on contracts for payment or repayment of moneys or loans or the fulfillment of any obligation or performance by any such person, firm or comparty, ar1d to enter into contracts of indemnify or guarantee on such terms and conditions as may seem necessary or expedient for effecting the same.

38. To create any depreciation f,md, reserve fund, sinking fund, reserve fund, sinking fund, insurance fund equalisation fund for dividend or any special or other fund, whether for depreciation or for repairir,g improving, extending, or maintaining any of the property or propertirs of the company or for redemption of debenture or redeemable preference shares or for any other purpose whatsoever conducive to the interest of the company.

39. To furnish and provide deposits and guarantee any funds required m relation to any tender or application for any contract, concession, decree, enactment, property or pri,ilege or in relation to the carrying

6

., 18-10509-shl Doc 225-1 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit A

Pg 7 of 25

out of any contract, concession, decree or enactment subjects to the provisions of Companies Act, 1956.

40. To own, establish 1 or have and maintain branches and agencies al! over India and abroad for serving its business.

41. To open, maintain, adjust, start or close account of all nature and description with any Bank or Banks as may from time to time be thought fit and to o;>erate upon and pay into or withdraw 1noney- from such accounts and do all acts necessary· for the purpose or ou!side fndia.

42. To act as agents of any other person/s or any other company in thf~ interests of the cornpany, with or without remuneration.

43. To mortgage and charge the whole or any part of the undertaking and all or part of the movable and immovable property present or future and all or any part of the uncalled capital for the time being of the cmnpany and to create issue at par or at premium or discount or for such consideration as may be thought fit debentures, mortgage debentures and debenture stock payable to bearer or otherwise ;md either permanent or redeemable or repayable and collaterally or further, to secure any securities of the company by a Trust Deed or other assurances.

44. To indemnify Officers, Directors; Promoters and Servants of the company against proceedings, costs1 damages} clairns and dernands in resper.t of anytning done. or ordered to be done, and in the interests of the company or for any loss or damage or misfortune whatever which happens in execution of the duties of their office or in relation thereto.

45. To open all kinds of Bank Accounts, and to operate the same.

46. To subscribe, contribute or guarantee money for anv general or useful object or funds or political parties or institutions and to aid pecunarily or othenvise any association, body or movernent having for an object the solution, settlement or surmounting of industrial or labour problems or trouble or the promotion of industry or trade.

47. To issue debentures, debenture·stock, bonds obligations and securities of all kinds and to frame, constitute and secure the same, as may seem expedient, with full power to make the same transferable by delivery or by instrument of transfer or othen:visc> and either perpetual or terminable and f'ither redeemable or otherwise and to charge or secure the same by trust deed of otherwise on the undertaking of the r.ompany or upon any specific properiy and nghls, present and future, of the company including, if thought fit, uncalled capital or othern'lse hm,vsoever,

48. To invest and deal with moneys and funds belonging or entrusted to the company, not immediately required in land buildings bullion, cornmodities, shares, debentures, articles1 goods) !:.egotiable instruments, advances against ships 1 vessels vehicles, air crafts or such other crafts or any movable or immovable property or rights, government, municipal and other bonds and securities and in such other investment and in such manner as may fron1 time to time he

7


determined and to vary such investments and transactions and to lend moneys on such terms with or without security as may seem expedient and in particular to customers and other having dealings with the company and to guarantee the perfonnance of contracts by any such persons.

49. To let any portion of any premises for residential, trade or business purposes or other private or public purposes and to collect rents and income and to supply to tenants and occupies and others. refreshments, clubs, public halls, massagers, lights, waiting rooms. reading rooms~ meeting rooms; lavatories, laundry conveniences, electric conveniences, garages and other amenities.

50. To insure or guarantee the payment of advances, credits, bills of exchange and other commercial obligations or commitments of every description as well as the fulfillment of contracts and other trading and commercial transactions of every description, whether at home or abroad and to indemnify and person against the same and to guarantee the payment of money secured by or payable under or in respect of any debentures, debenture stock, bond, mortgage, charge, security, contracts or obligations of any persons, persons or corporation or any authority I supreme, municipal, local or otherwise.

5 I. To undertake any advisory, clerical or similar work for the business of the Company.

OTHER OBJECTS :

52. To carry on the business or vocation of acting as advisers and consultants in all areas relating to Advertisement, marketing, product promotion, brand promotion, concept design, idea selling, event management and other concept of advertisement and to provide consultancy services into the areas of personal, Technical industries, Civil, Administration, Finance Organisation, Management, Commencement or expansion of Industry, purchasing techniques and business (including construction of plants and buildings) production, purchase, sales, material and cost control, to and for institution, concern, bodies, association (incorporated or unincorporated) Departments and services, the Government, pubiic or local authorities, Trusts, Scientific and Research and Developmcr:t centers, and to be appointed as technical, financial, industries, administrationJ civil consultants.

53. To carry on in India or abroad the business to act as consultant, advisor, representative, advocate, signatories) attorneys, liasioner, agent, senticeman, middleman, arbitrator, conciliator, auctioneer, liquidator, secretary & solicitor in all its branches such as legal, commercial, industrial) manufacturing. production, engineering. personnel, marketing, advertising, publicity, sales promotion, public welfare~ corporate 1nanagement, business management, Company Law, taxation, investment, portfolio management, agriculture, animal husbandry) poultry, fisheries, po,ver generation, energv savlngs, insurance, banking, loan syndication, imports & exports, research & developments, software developments, computer applications, quality control, technical knowhow, geology & mining, medicine & survey,

8


f

merchant banking) undenNriting, secretarial services, financial management, construction, transport and on other similar subjects and to make evaluations, feasibility studies, techno economic feasibility studies. project reports, forecasts, surveys & rehabilitation packages and for the purpose to run, establish, maintain, provide, operate, manage, supervise, arrange and to take on hire all necessary· services, facilities, conveniences, equipments and to supply turnkey projects in ail industries, utilities, commercial and welfare fields.

54. To carry on and provide services and to act as financial ach·iscrs, management consultants, personal and corporate investment and finance portfolio managers, direct, indirect and allied tax consultants to companies, firms or persons either by themselves or in partnership with others and to perform all and singular the several duties 1 services and offices which secretaries, treasurers and/or agents of any company.

55. To carry on and engage in the business of providing consultative and technical services relating to the business of the company or rdated business or any otl1er business or activity1 by way of market survey, preparing feasibility and project reports, and to enter into any arrangements of licensing, chartering, brokerage, technical business or financial collaboration with any other party or concern, for singular or mutual benefit or in taking or out flowing of know how, whether e,dsting or newly developed techniques, including any rights or special methods and trade secrets.

56. To undertake the work of advertising on television and other Audio-visual media and for that purpose to design posters, picture cards and hoardings and other publicity material and undertake the work of erecting and maintaining hoardings, enter into and execuk contracts for vision mixing1 special effects. musical concerts and shO\v and other simi]ar for of entertainment, carr.y on the business of conceiving, designing, fabricating, erecting and supervision of decorative sets and models for rnotion and video pictures for use in studio or on location.

57. To acquire, hold and utilize musical rights of every description and arrange for their cornmercial or non··commercial production and reproduction either itself or through third parties for commerci.al or non-commercial exploitation of the same_

58. To engage in production and reproduction of speeches, songs and n1usic of every description in records, cassettes, compact discs and any other media for commercial or non-commercial exploitation.

59_ To carry on the business of producing and commercially exploiting in any manner whatsoever theatrical. rnuskal, operatk, broadcasting, motion picture 1 motion picture photoplay, television. radio and other entertainment including shows, unitB, skits, pla,·s, dramas, concerts, comedies, renues, musical con1ediesr lectures, pantomimes, ballets, pageants, spectacular effects, :able«ux, exhibitions and amusement devices, features and ideas of every kind, nature and description, in any part of the world ,md etlso transmission 1 utilization, transportation and communication to the

9


public in any manner, distribution, exhibition and to furnish for hire and / or under license any musical, Jitera.ry and dramatic work, vocal and instrumental music of any kind and description, to anybody in any part of the world and to organize competition and encourage talent in the arts and crafts in any part of the world.

60. To copyright, print. re-print, publish, manufacture, copy, distribute, exploit, vend, purchase, obtain on license or otherv .. ise acquire, sen, offer for sale, transfer, grant, license and dispose of, translate, granl. license and dispose of, translateJ make versions of, dra1natise, arrange, adapt, transpose, transcribe, perform, represent, record, produce, reproduce, make or procure the making of any transcription or rec~rd~ deal in or otherv;ise use music 1 musical compositions, numbers and works and literary and dramatic works/ property and materials, pictures, photographs, sketehings, drawings or the reproductions of any of them and the copyrights thereon in and every form and mann<'r and by any and every method and 1neans, now or hereafter known or in existence, and any and all rights and interests therein and thereto, of every nature and description anywhere in the world.

61. To acquire, build, purchase, construct, take on lease or otherwise, acquire at any place in any part of the country and abroad any theatre halls, musical halls, rooms, any halls or place which will be dealt with, utilized for the purpose of carrying on business of production, distrib-1tion of the feature films, documentary films, cinematographic films, telefilms and any other audio-visual softwares.

62. To carry on the business of general music and book publishers and printers and of recording and video company and of compilers, publishers and binders of books, sheet music, scores, librettos and to engage, provide and employ or to act as agents in the engaging, providmg and employing of authors and composers of musical and dramatic compositions of all kinds, printers, engravers, general and trade printers, book binders, arrangers and dealers, proprietors and publishers of every description, advertising and publicity agents, consultants and contractors, press and literary agents and stationers.

63. To carry on the business of managing artists.

64. To carry on the business of manufacturers, producers, processors, bleachers, dyers, ginners, spinners, importers, exporters, buyers, sellers o!° and dealers in all kinds of yarns and fibers, whether synthetic, artificial silk, linen, cotton, woo[, jute and any other fibres or fibrous materials, allied products, by products and substitutes for all or any of them, wool combers, worsted spinners, woolen spinners and to treat and utilise any waste arising from any such manufacture, production of process.

65. To carry on in India or abroad business in the virtual world, cyberspace world, real world, or otherwise in the fields of manufacturing, developing, importing, exporting, financing, buying, selling, distributing, transferring, leasing, hiring, licensing, using. disposing .. off, operating, fabricating, constn1cting, assembling,

10


recording, maintaining, repairing, reconditioning, working, altering, converting, improving, procuring, installing, modifying and to act as consultant, agent, broker, franchiser, job worker, representative, advisor or otherwise to deal in all kinds of computers, calculators, micro processors, electronic and electrical apparatuses, softv.'are, electronic~ commerce and application development there of, all cyberspace related business, electronic- entertainment application development, electronic - business, ERP consulting, Re-engineering, migration, SAP, oracle/or any other such soft\vare, training, recruiting ,development and consultancy, System Integration, Software development process, web designing and web hoisting, web marketing, internet / intranet service providing and any other such/ similar services of whatsoever kind, equipments, gadgets, peripherals, module's, auxiliary instruments, tools, plants, machines, works, systems, conveniences, spare parts, accessories, devices, components, fixtures. of different capacities, sizes, specifications, applications, descriptions and models used or may be used in the field of space aviation, surface water and air transports, rail\1.·ays. defense, medical, engineering, industries, construction, mnung, powers, traffics, offices, police, communications, trade, commr:-rce, medical transcription, Tele-communications, call centers, entertainment industry, media, weather satellite, research, hospitals, hotels, advertising's, film industries, modeling industries, healthcare industries, education, decoration, automobiles, geographical, recreational, domestic and other allied purpose computers, mini computers, super computers, main frames, lap tops, pocket computers, personal computers, micro computers, cng1neenng computers, general purpose and process control computers, information and word processing equipments, copying machines, electronic telephone exchange, typev..rriters, video games, signals or any other activities /items related to any or all of the above m present or in future in the virtual world, cyberspace world, real world or othenvise and to provide internet related services through cable networking.

66. To own, operate and conduct the business of travel and iouris1 agents, to facilitate traveling, reserve and book accommodation at hotels, motels, restrooms and other types of accommodation in India and other parts of the world for boarding and/or lodging, to provide guides, safe deposit vaults, enquiry bureus, libraries, laboratories, reading rooms, baggege, transport and othenvise, booking and reserving of accommodation, seats, compartments and berths 011

railways, streamships, motor ships and boats, aircrafts, luxury buses and to issue tickets for the same.

67. To carry on in India or abroad the business of imparting Education and Training in computer hardware and sofhvare, providing complete computer based solutions, consultancy in computer based information systems, selection of hardware and soft,..vare, marketing of software products, design, develop and implement software solutions, placement of personnel and to carry on the business of research and development activities related to computer hardware and soft\vare, rendering consultancy and implementation service in computer related communication system, providing data processing senrices, maintenance of computer hardware and peripherals, to

11


provide all kind of activities relating to internet including its marketing, training, web development, electronic commerce, electronic mail and all kind of internet related activities and to carrv on business as manufacturers, maintenance, installers, traders, importers, exporters and to generally deal in all kinds of computer hardware and software products and computer peripherals.

68. To carry on the business of developing, improving, designing, marketing, selling, educating, importing, exporting, renting, hiring. and licensing software and program products of any and all descriptions and to act as consultants, managers, maintainers of computers, CO)Ilputer oriented systems and all branches of computer sciences including electrical, electronics, engineering of rendering sen.rices related to the preparation and maintenance of accounting1

statistical or scientific information and programming, collecting, storing, processing and transmitting infonnation to provide computer wise, and services in all areas of management, finance, investment, commerce, marketing, personnel, organization and methods with the aid of computers and generally to render services related to or for solving or aiding commercial, industrial, scientific and research problems and to provide the services of software technologist and personnel to foreign companies.

69. To do and be in real estate business and for the purpose buy, sell, take on lease, give on lease, or on licenses, build and turn to account any land or buildings, owned or acquired or leased by the company or in which the compan.y may be interested as owners, lessors, lessees, licensers, licenses, architects, builders, interior decorators and designers as vendors, contractors, property developers and real estate owners and agents whether such land or building or the development thereof be for or in respect of residential or commercial p·urposes such as multi storeyed building, complexes, houses, flats, offices, shops, garages, cinemas, theatres, hotels, offices, shops, garages, cinemas, theatre, hotels, restaurants, motels or others structures of whatsoever description including pre-fabricated and pre-cast houses, building and erections and to enter into contracts, subcontracts and arrangement including the raising of finances from ,vhatsoever sources and giving of loans and advance to give effect to implement the said objects.

70. To carry on, provide and act as technical and management consultance covering all branches and disciplines of engineering and management such as organisational studies, systems ana1y$iS, production, materials, marketing, personnel, finance, Industrial engineering, Corporate legal affairs, taxation, administration, secretarial, accounting, lnforrnation systems and other al1ied areas, to conduct market research, operations research, studies in orgainsation behaviour, to advice, assist and suggest ways and means of improving efficiency by operation of new and improved techniques of production, procurement, administration, recruitment and sales so as to obtain optimum utilisation of resources, men material and money and to undertake the prepartion of project reports, detailed financial and project engineering studies, execution of turnkey projects and for planning and promoting new Industries.

]"

" 18-10509-shl Doc 225-1 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit A

Pg 13 of 25

,..

71. To act as commission agents, manufacturers, representatives or agents, selling and purchasing agents, distributors, brokers, trustees, attorneys and subject to the provisions of the Companies Act, 1956, managers and transfer agents for any other company, firm, corporation or person.

72, To act as foreign exchange brokers, insurance brokers, to deal and trade in foreign exchange1 c01nmerc:ial paper and rnone_v n1arket instruments of all kinds, fixed deposits, intercorporate loans and deposits, debentures, to manage issues, public private placemt'nls of shares, debentures and public deposits t.o handle executor and tn,stees business, and for this purpose to become member of stocL exchanges and to subscribe to and become members of such other exchanges, associations, organisation.

73. To carry on the business as manufacturers, buyers, sellers, resellers, hires, importers exporters, dealers, agents, distributors, repairers, stores, warehousers of any goods, articles or things or merchandise, licences.

74. To carry on the business, namely spinners, doublers, combers, scourers, weavers, knitters finishers, bleachers, dyers and printers and manufacturers of yearn textiles fabrics whether made from cotton, wool, silk, rm,· silks, nylon, terrylene and any other natural, synthetic:1 man-made or fibrous substance or material whether natural, pure or mixed or blended with one another or otherwise and whether woven or non-woven and of buying, selling, importmg, exporting and deal'ng in yarn cloth, fabrics, linen and other goods and merchandise made therefrom and generally to carry on the business of cloth, textile, linen and fabric merchant, bleachers, dvers. makers of vitriol bleaching and dveing materials, and also to manufacture and deal in synthetics fibers other man made fibers, natural fibers and fibers and fibers products.

75. To manufacture, process, prepare, preserve in can refine, bottle, buy. sell, and deal whether as wholesalers or retailers or as exporters or importers or as principal or agents in foods meats, eggs, poultry. fruits and vegetables, canned or tinned and processed foods, protein, health and mstant foods of all kinds including, baby dietetic foods, cereals, beverages, cordials, tonics, restoratives and aerated mineral water and food stuff and consumable provisions of every description for human or anirnal consumption.

76. To carry on the business of manufacturers and distributors of and dealers in cement, lime, plaster, whiting clay, gravel, sand, minerals, earth, coke, fuel, artificial tone and other builder requisites including woodwo.rd, tiles~ ceramics, bricks, sanitary \Vares and other conveniences of all descriptions as also the business of quarry a,nd rr..ine working.

77. To carry on the business of manufacturers, assemblers, sub-assemblers, distributors and dealers in electronic goods of every description including units such as computers. ca1cu1ators, ti1ne pieces, system of cornmunication control and monitoring, radios, television, video sets, entertainment electronics and other applianct:'"s,


apparatus, equipment and instruments and any components and spare pans thereof employing electronic and electrical technolo&v in the manufacture of the same and to carr_y on the business as engineers, designers, installers, maintainers, repairers and services in field of electronic and electrical technology.

78. To cany on business in India and abroad mine-owners, manufacturers or representatives, importers and exporters of all kinds of minerals and ores.

79. To carry on the trade or business of manufacturers or/ and wholesale and retail and export and import, dealers in chocolate, cocoa, butter substitutes, vegetables, fats, chocolate, food drinks, chicory, sweet meats biscuits, confectionery, milk food and milk products of all kinds, sugar, candy, toffee, sweets of all kinds, health food and allied products and marine and processed food of all kinds whether canned or not and other frozen foods of all kinds whether canned or not,

80. To promote, establish and cany on the business of tninsportation and handlers of cargo, goods, luggage and any material of whatsoever description whether by road, rail, air, sea or by trucks, tempos, taxies, wagons, planes or ships an to operate the business of transport including leasing arid hiring for any number of journeys, lorries, trucks, buses, cars, ships, planes, public carriers, forwarding agents, warehousemen petrol pumps, garages and other activities connected to such trade or industry in [ndia and abroad.

81. To carry on the business of manufacture and sale of architectural fittings, arch1tectural panels, doors, windows, or staircase fittings, domestics or industrial furniture, grills, gates, or any other fabricated material used in construction of buildings. These may be made from steel, anodised or unanodised aluminum, wood, sponge 1 plastic, rubber or other material.

82. To acquire build, construct, alter, maintain, enlarge pull down, remove or replace and to work, mange and control an:r buildings, offices, factories workshops, machinery engines, roadways, branches or sidings bridges reservoirs water resources wharves electric works and convenience.

83. To carry on business of producers as well as refiners of all kinds of metals including all precious metals and as manufacturers, importers exporters of and dealers in sheets. circles, rods, electrodes and wires of all metals and alloys including precious metals and alloys and also as manufacturers of solders of all kinds includmg silver solders.

84. To gin, press, pack or clean cotton, wool, hemp, Jute or other substances by steam or motive powers, as may be required in connection with the objects of the company.

85. To carry on the business of furriers, haberdashers, hosiers, manufucturers, importers and wholesale and retail dealers of and in textile fabrics of all kinds, milliners, dress--makers, tailors, batters, clothiers, glovers, lace manufacturers and feather dressers.

14

, 18-10509-shl Doc 225-1 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit A

Pg 15 of 25

' 86. To carry on business as manufacturers) refiners, irnporters and

exporters of vegetable oil, artificial and natural butter and glycerine, boiled and lubricating oil, varnish and paints and their allied products, soap, perfumery and other toilet preparation and/or candle makers.

87. To carry on the business of manufacture of malleable casting, pipe fittings, agricultural and other implements and other machinery. tool makers> brass founders 1 metal workers, boiler rnakers; millwrights machinists, iron and sieel co1:.verters, smiths and to buy, s.eH manufacture repair> convert, alter, let on hire and deal in machinery, implements, rolling-stock and hardware of all kind which may seem to the company capable of being conveniently carried on in connection with the above or otherwise calculated, to enhance the value of any of the company's property and rights for the time heing.

88. To establish, maintain, conduct, provide procure or make available. services of all kinds including commercial, statistical, financial, accountancy, medical legal, social services and to take such steps as may be necessary for the purpose.

89. To carry on the business of waterproofers and manufacturers of leather, imitation leather, leather doth, oil cloth, linoleum, tarpaulins, hospitals sheetings and surgical bandages, groundsheets and also to manufacture and deal in rubber and latex products and rubber compounds and chemicals, chlorinated varnishes, dopes, celluloid, and cellulose bearing compositions.

90. To carry on the business of hotels restaurants, cafes, refreshment rooms, flight kitchens, taverns bc<-r houses, hotels and lodgings houses, cluhs and casinos of every sort and kinds, to establish shops, bars, canteens, kitchens, bakeries, confectioneries and am other establishments for this purpose and for the sale of food and drink of every sort and to arrange for and provide all manner of entertainment, amusements. recreation facilities and instruments for the public.

91. To carry on the business of manufacturers and dealers in audio visual and electronic equipments of every sort and klnd musical instruments of all kinds and every kind of instruments. devices, appliances components, accessory where by sound or \']sion rn recorded, amplified, produced, reproduced, transmitted or recei\'ed.

92. To carry on the business as manufacturers and processors and dealers in ferrous and non~ferrous metals, enamels. aluminum galvanising, milling machines, hobbing and opinion, cutting machines, polishing equipments, alloys and plating of every description and kind and to carry on all or any of the business of engineers, tool makers, wJre drawers, tube, pipe and tank manufacturers, moulders, metallurgists and metal workers, fitters, galvanisers, grinders, tool sharpeners and japaners and to bui, sell, export, import, manipulate and deal both wholesale and retail, in products, commodities, goods, articles and things of all kinds whatsoever.

15


93. To carry on the business of manufacturers, dealers importers) exporters of all kinds of automobile accessones, implements, tools, gas generators, engines, tyres, rubber goods, tube, bodies, chasis carburetors) magnets, silencers, radiators, spark plug 1 self starters, gears, wheels, parts and accessories of all kinds.

94. To plant, cultivate, produce, rise, manufacture purchase, or sell, import, export, or otherwise handle or deal in grass, timber. wood, bamboo, straw and other forests products, cotton jute, flex, hemp, sugarcane, leather, asbestos, rags,waste paper, gunnies,v,,atrr hyacinth, jute strips or other fibres, fibrous substances or other things as may furnish materials for pulp and for paper, or board manufacture m any of its branches, and for the attainment of the above to carry on the business as owners, lessors, managers, or planters of forest plantations and fanns and growers and cutters of wood, bamboo, timber, grasses and other forest products.

9S To carry on the business as importers, exporters manufacturers of and dealers in e.11 types of storage batteries dI}' or otherwise, for all kinds of uses and battery plates, cells, battery components and for that purpose to install purchase, import, or otherwise acquire, plant, machinery and related equipment.

96. To carry on the business of manufacturing, fabricating, mining, manipulating, exchanging, altering, importing, exporting, hiring, letting on hire or distributing or dealing in steel tabs, blooms, billets, steel ingots, bright bars and manufacture and deal in mild steel special steel carbon steel, structural steel, tool and alloy steel, stainless steel and all other types of castings, or ingots forgings, box strips and hoops all types of plates, angles, pipes, valve and tubes, wires, tin mill products, wheel sets, wagons.

97. To can:y out the business of manufacturers, processors, assemblers. reconditioners, sellers, exporters, distributors, dealers, buyers, importers and agents of industrial control valves of various kinds and other industrial engineenng goods and components, parts, products, assemblers, sub assemblers, raw materials and devices connected herewith and to engage in all kinds of electronic, engineering, electrical goods, apparatHs.

98. To manufacture, buy, sell, exchange, alter, improve, process, import, export. trade, deal in and carry on other activities in hydraulic, steam, pneumatic, chemical and special application hoses made from natural and synthetic rubber, including polymers and hose assemblers.

99. To promote, own, establish, maintain shops, shopping centers, to facilitate and/or undertake trading in goods, commodities,services as are required for catering the needs of consumers.

100. To carry on the business of manufacturing, buying, selling, re· selling, exchangi:ig, altering, importing, exporting, impro,1ng, repairing, converting and letting on hire, assembling distributing, hiring on hire purchase system othenvise manufacturing and dealing in high tension and low tension suitable for alternating current and

16


" direct current and also provide components/parts thereof of even description.

JO!. To acquire by purchase, lease or otherwise, lands and buildings in Mumbai and elsewhere in lndia and to erect and maintain safe custody, fire proof and/to burglar proof, strong rooms, safes, vaults, warehouses, godowns and depositories and let on hire safe deposit locker or keep in safe custody jewelleries, ornaments, moneys, securities, bullions, go1d, silver, goods, merchandise and document, relating to title and property and other valuable articles and works of art and other articles and materials of all kinds whatsoever for purpose of storage gratuitously or otherwise letting on hire.

102. To carry on business of producers and manufacturers of dealers in foodstuffs and feeds such as chutneys, papads, masalas, sweets, jams, jellies items of south, north, east and west Indian dishes. both vegetarian and non-vegetarian, preservatives squashes, syrups 1

beverages, cakes, pastries, chocolates, patties, bread, buns, biscuits, eatables including milk and fruits products, dehydrated food and allied products, sausages, spices, juices, powers, vegetables, and their essences and concentrated, sea foods and of taking contracts for supplying and catering the food articles and eatables to different institutions and organisation.

103. To provide all types of financial services including raising and placement of funds, placement of securities, advising on investmen L of funds 1 act as financial consultants, Asset Managernen L consultants, project counseling and advisory service!:i, foreign exchange advisory services, syndication of funds 1 portfolio lnvestrnf':nt consultants in respect of shares debentures, securities, hands, units, obligations, tax planning consultants.

104. To carry on and undertake the business of finance investment. and trading and leasing including business of bills discounting and purchasing financing discounting rediscounting bills of exchange to act as discount and exchange house to undertake acceptance or co-acceptance of bills to finance lease operation of all kinds that the company may think fit. and to assist in deferred payment of similar transaction and to subsidise finance or assist in subsidising or financing the sale and maintenance of any goods articles or commodities of all and every kind and description upon any terms whatsoever and to purchase or otherwise deal in all forms of immovable and movable property including lands and building, plant and machinery, equipment ships, aircrafts ,automobiles, computers and all consumer commercial and industrial item and to lease or otherv,/ise deal vvith them in any manner \Vhatsoever induding resale thereof, regardless of whether the property purchased and leased be new and/or used and to undertake finance of industrial enterprises.

105. To carry on the trade or business of manufacturers of or traders, commission agents; buying agentsi importers, exporters and dealers in computers and tabulators of every kind, description including accounting machine calculating machine, counting machines, cash registers, tabulators, sorting machine, copying and reproducing machines and machinery units apparatus, appliances and devicf's including manufacture of peripherals controls for discounts, tapes

17


units, central processing units, and printers for communkatlon network. terminals, add-on memories, computer systems and related electronic assemblies and sub-assemblies or any other electronic component. and assemblies for any attachment to the aforesaid or otherwise including electronic gadgets and electronics appliances for office use or othenvise and electronic test equipments, electronic typewriters, word processors fibre optics anri laser disk for storage and retrieval of data and such other devices and electronic appliance for all purpose.

106. To conduct carry on and manage the business of trade of whiskv, gin, rum, brandy and general distillers, compounders, and rectifiers, merchants, exporters importers, brokers, bottlers sales agents and general traders in telating to the marketing and distribution a home and abroad, of spirits, wines, liquors and all other productions derived from the cultivation of tbe grape, and generally to undertake, perform and carry out all or of the operations, ordinarily undertaken by distillery proprietors, wine growers, contractors and shippers, or by persons or companies engaged in such business.

107. To give advice on or to offer, give, take, circulate and/or otherwise, accept or implement any take over bids, mergers, amalgamations, acquisitions, diversifications, rehabilitation or restructuring of any business, concen1, undertaking, company, body corporate, partnership firm or any other association of persons whether incorporated or not, by acquisition of shares or assets and liabilities, and whether as a going concern or as part of the concern or otherwise as may be required having regard to business exigencies; and or setting up of concerns and undertakings whether as company body corporate, partnership or any other association of persons for engaging in any industrial, commercial or business activities.

108. To cany on the business of merchant banking in all its aspects, whether by way of public offer or othenvise, of shares, stock, debentures, bonds, units participation certificates, deposits. certificates notes, bills warrants or any other .instruments whether or not transferable or negotiable, commercial or other paper or scripts (hereinafter collectively referred to as the "Securities") to act as agents of and or dealers in business, to act as financial consultants, advisers and counselors in investment and capital markets, to undenvrite, sub·underwrite or to provide stand-by or procurement arrangements, to issue guarantee or to give any other commitments for subscribmg or agreeing to subscribe or procure or agree to procure subscription for the securities, to manage portfolio investments, to provide financial an investment assistance for the purposes herein, to act as issue house, register to issue, transfer agents, for the securities, to manage and administer computer centers and clearing houses for the securities to form syndicates or consortia of managers, agents and purchasers for 01· of any of the securities, to act as brokers, dealers and agents of or in connection with the securities, bullions and precious metals, to syndicate any financial arrangements whether in domestic market or on international market and whether by way of loans, guarantees, export and yard credit; to undertake the work of factoring of bills and other commercial papers, and to arrange and/ or co-ordinate documentation and negotiation in this regard.

18


109. To carry on the business as Depository participa)1t / nistodrnn securitles or an.y other intennediary associated with the secudtif'B market as contemplated under the Securities and Exchange Board of India Act, 1992 ( as amended), Depositories Act, 1996 and / or the rules and regulations framed thereunder from time to time or amendments affected there in relation to the said line of activit, or any related activity including as an agent, associate, representative or assignee of any related activity including as an agent associate', representative or assignee of any depository, registered owner ot participant and for the said purpose to carry out all act;\ it ie~ necessar:.v and proper 2nd exercise all rights and poviers in relat'.on or under the statues govermng the said line of activity from time to tirrce.

110. To carry on the business of manufacturers, processors. formulators, sellers, purchasers, distributors packers, labelers, importers, exporters and traders in all kinds off pesticides combined pesticides, technical grade pesticide, formulations, granules dusts, liquids. po,vders, slurries, pastes, fungicides, weed-icicles, rodC'nricides, pesticides, plant honnones, botan]cal and insectkides, hiotechnologicals, straight simple and granulated, fertilisers and the:r mixtures, cattle feeds agricultural chemicals, basis chemicals soil nutrients of micro and micro types clays and acres of differem colours.

111. To carry out financial business and perfortn financial service.s including factoring, direct and indirect of taxation matters, making of loans both short and long term with provision of finandng sofl\varc such as computer programs to provide advisory/consulting service tu other entitles on all manners of financing to provide services relating to credit ratting for debentures, debenture stocks, 1,onds, other securities and fixed deposits to act as foreign exchange adviser and to provide various services relating to foreign exchange matters, openir,g letters of credit, or causmg to open letter of credit to give guarante~ including or causing to give guarantee including deferred payrnc·nt guarantee excise, custom clearance to manage advice and g;.tT service for merger acquisition of any industrial business undertakings to give custodial services to financial institution whether Indian or foreign to provide financia] information on perforrr1ance of co1npanics, industries and the econorny.

112. To purchase, acquire, lake on lease or in exchange hire, construct. repair, adapt, overhaul 1 conducr, manage, control and superintend in whole or in part any studies, theatres, place or arnusements OT entertainments, music hall cinemas, picture places and conceri hrdls. solely or in partnership periodically or permanent1y renting, h.:nsing. installing stocking, exhibiting or displaying cinemas, films, plays ,;nd other concerts, musical or other places, venues, dances, ballets, show, exhibitions, operas, burlewquesj pantomirnes, promt'"na<lc, variet.Y and other performances and entertainment materials commodities, talking and silent pictures and to deal in and earl' on the business of producers, exhibitors, exploiters, finaocicrn. importers, exporters and distributors of cinematographic films a1°d pictures of every kind and varietv of subjects.

113. To negotiate loans of every description to discount or arrange and negotiate international exports credits, imports credits, buvns and

19


seller credits worldwide and to arrange finance for projects in lndia and abroad.

114. To acquire and hold one or more membership in stock/security exchange, trade association, commodity exchange, clearing houses or association or otherwise in India or any part of the world, to secure and hold membership in any association of bankers, insurance companies, brokers, security dealers, or commodity dealers or any other association, membership of which will or is likely in any way to facilitate the conduct of the company business.

115. To carry on the business of an investment company and to underwrite, sub-underwrite, to invest in, and acquire and hold, sell, buy or deal, whether as brokers or sub brokers or otherwise, in shares, debentures, debenture-stocks, bonds, units, obligations and securities issued or guaranteed by Indian or foreign govemments 1 State, Dominions, sovereigns, municipalities, or ublic authorities or Bodies and shares, stocks, debentures, debenture-stocks, bonds, obligations, derivatives, futures and options and securities issued and guaranteed by any company 1 corporation, firm or person whether incorporated or established in India and abroad and to act as share broker, share sub-broker & stock broker.

I l 6, To carry on the business of manufactures, traders, maintainers, installers, repairers, importers, exporters and fo generally deal in and all kinds of computers, hardware and software products and services computer peripherals and storage media, computer stationer. and books, computer furniture and site equipment, video display units, telecommunication equipments or other automated machines currently in use or to be invented/developed utilized any time in future.

l J 7, To develop software for various organisation, including computer manufacturers, Government or Industry in India and abroad and to conduct training programs and to undertake research studies in computer services and management

118. To carry on the business of rendering all types of communication and information services to business houses, commercial or noncommercial organisations by collecting, collating and classifying various types of data and information in a systematic and useful manner by installation and/or hiring of satellite communica1ion facilities by providing communication highways and of publishing, distributing and selling the same to periodicals, magazines, newspapers, journals, newsletters, occasional papers and :o syndicate date, information, articles, photographs, illustration on Industrial, corporate, management, economic, social1 political, scientific, legal, technological, medical and all other subjects.

I 19. To carry on the business as agents, merchants, traders, brokers, adatias, huyers, sellers, distribute, importers, exporters, dealers in, collectors, distributors of and to import, export, buy, sell, distribute, or otherwise trade and deal in machmery and equipment's inciuding agricultural product, farm and dairy product, other consumable ,

20


household commodities and industrial commodities and machinery, spares, accessories related to industries such as textile, engineering, electrical, electronics, chemical, pharmaceutical, mining, automobile, fertilizers, metal, precious stone 1 precious metal 1 leather and other goods merchandise, commodities product, things spares accessories as wholesalers1 or retailers, on the basis of ready deHvery or fonvard contracts, exchange system, counter trade, switch over deal on comrnission basis or otherwise.

120. To act as transfer agents and registrars conducting share transfer, share registration and other company secretarial work. to .:.ic.t as transfer Managers and/ or Trustees and to provide issue house services in connection \vith the creating: issue or conversion of debentures, debenture stocks, bonds, obligations, shares, stocks and securities and to facilitate, encourage and guarantee the issue and subscription of capital, shares, stocks, units, debentures stocks, obligations and other securities by virtue of acting as underwriters, placement agents, ,-etail distributors, wholesale distributors. 1nvestment sourcing agents, or brokers and to acquire such c.apltaL shares, stocks, debenture stocks 1 obligations and other securities in the course of fulfillment of such objectives.

121, To earl)' on in India or abroad the business as designers, researchers, development, manufactures, buyers, assemblers, modifiers, installers, reconditions, sellers, hirers, subleases, market makers, dismantlers~ repairers, operators, exporters, importers. distributors and to act as agent, broker, adatia, consignor1 C & F agent, lnder.tJng agent, representative, correspondent, franchiser, stockiest, suppl;er, vendor, transporter, collaborator., export house or otherwise to deal in all its branches in automatic, semi automatic, manual and other types of Consumables stores, tools and machinery for Diamond am! Jewellery Industry and tools like founding mountings of Gold Platinum and silver, instruments, apparatus, systems & equipments, including lathes, turret- lathes, capstan lathes, engine lathes, drills. drilling machine, shaping machine, planning machim:, milling machine, grinding machine, slotting machine, broachin[s mccchine, boring machine, hobbing machine, coning machine, lapping rnnchinf', punching machine and other allied goods, whether for special operations or for general operations and whether operated b\ hurnan, electrical, magnetic, electro magnetic, chemica], f'lectro chemical, photo chemical, solar, tidal windt nuciear; thermal, thermonuclear or other form of energy and their parts, products assemblies, sub assemb]ies1 components, instrurnent, raw material. display units, control devices, peripheral devices, elements gariets, circuits, micro circuits, used in machine tools including boules, b.::n-s. slices, wafare, sheets, clips, micro clips, powders, fluids, gases, solids which may be polished, processed, coated, fused, diffused, or otherwise treated.

122. To provide and arrange !or technical consultancy, training, education aid and advice to any person in respect of any matters connected with agricultural business and to provide services to develop, establish. maintain and aid in the development, establishmenr and maintenance of laboratories, research stations, and progra:nrnes, technolo~y centers, green houses, processing and distribution centers

21


or othervcise for the purpose of effecting improvement in all kinds of activities related to agriculture.

123. To carry on in India or abroad the business to manufacture, produce, process, compound, mix, pack, formulate, condense, distill, recti(y, sterilize, pasteurize, stea.Ill, evaporate, vapourise. cool, filter, commercialize, develop, treat, cure, refine 1 extract, operate, manipulate, prepare, purify, protect, preserve, disinfect, turn to account and to act as broker, agent, stockists, distributors, consultants, collaborator, buyer, seller, exporter, importer, job worker, vendor, contractor, supplier or otherwise to deal in all types of alcohol, ethanol, E.N.A., rectified spirit, special denature spirit, denature spirit, industrial alcohol, acids, solvents, oils, solutions, derivatives, fluids, products, by-products, residues, catalyst, reagents, mixtures; concentrates, lurnps1 po\vders, granules, malt spirit, grapes spirit and spirit from all types of fruits, jawar, maize, wheat, sugarbits, topical sugar cane, potato and all starchable material and molasses, country liquor, foreign liquor, Indian made foreign liquor, all types of wine, spirits and liquor made from rectified spirit, KN .A. and alcohol..

124. To carry on business to own, purchase, charterj hire or otherwise acquire, se'.I, exchange, let or otherwise deal with, operate, trade in with steam and other ships, boats, tugs, vessels, trawlers, drifters, dredgers, pontoons, catamarans, hovercrafts, yachts, speed boats, floating cranes, derrick ships, pipclaying vessels, combination vessels other transports and conveyances propelled or worked or capable of being propelled or worked by steam, electricity, petrol, oil gas or any other motive power or power producing substance, with all equipments and furniture, build steam of other ships and vessels and to employ the same in the carriage or conveyance by land or sea in or between any place or pJaces or port or ports or any seas, rivers, canals or elsewhere 1 of passengers, mails, troops, munitions of war, livestock, com and other produce and of treasure and merchandise and food articles and goods, and tbings between such ports and places in india and abroad, as may seem expedient, and to establish, maintain and work lines of steam and other ships and other transports and conveyances between ports, countries or places whlch may seem to the Company from time to time expedient and to acquire any postal and other subsidies.

125. To carry on the business of ship-owners, shipbuilders, ship breakers, ship brokers, shipping agents, ship mangers, ship charterers, barge owners) dock owners, stevedores, ,varehousemen} wharfingers, salvers, marine consultants, crew recruitments, ship deliverers, ship repairers, loading brokers, freight contractors, haulage and general contractors, marine engineers, surveyors or any other '\vork connected with the shipping business.

IV. The liability of the Members is limited.

V. (a) The Authorised Share Capital of the Company is Rs. 50,00,000 /-(Rupees Fifty Lakhs only) divided into 5,00,000 (Five Lakhsl P~quity Shares of Rs. 10/- (Rupees Ten only) each.

22

\


(b) The minimum paid-up capital of the Company shall be Rs. 1.00,000/ (Rupees One Lakh Only).

*~*******~*****


~ '·

We the several persons, whose names, addresses and descriptions are hereunder subscribed, are desirnu~ of 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 ;

Name, Address, description and occupation of each

Subscriber

S)e, DfEPAK M01:>J.

l1, (zf,OS.'-.IEND I'<, r\O\!Sf

p;- Df:>~1 g -RoP,D

)Y',jfVif3A.:i- l;OOO-Z,{::, .....

Number of Equity Shares

talren by each

Subscriber

'fthl vs. A i"1' o f'tVE 11-11JDt€d ..

Signature of

Subscribers

Signature of witness and his name address, description

and occupation

j¥..&2c.J:,.P,

¥=-· K.cf'.A-D•f\ ALft<5H

v-. (_ 'II L Pr'-· \CO f. '°' p I fl ,/ t, . l"-'-

~o t, :J O y\-11 f'J l K i: -f t+N '

r/?A~)\\ ,vlA- IC IL {.:1 Ro AP ,

~.) M \\-1 l I<. R. BI-IAl'\,;ALI (,, wz 0,1 )

G 11.A-/J'l,_, otf-.

Sic RA£.H Ml Brf AtH,AL L

211 CJ\bABANCA, . ' (UIVi.P"'RADE, (OLAg<1, Mut'\8Ar. tioooo'i

E,US.l NI;. S1

er. V ~--<'

I·<;:, ·-<DI vl\t.... 1

t',,.\ ,) rrl •'.){+ \ , ( l (Jo

TOTAL

Date : '':fc\.,,; \ ~ PlaCI" . W\ \Fi<\(\. ..... 1

'IHA;.., t'. - l1 o 1 I <> I

25


EXHIBIT B

18-10509-shl Doc 225-2 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit B Pg 1 of 3

maOsasa-

ko maamalao mao‚ maOM etdWara sa%yaaipt krta hU^M ik maOsasa-

jaao maUla $p maoM idnaaMk naaO isatmbar dao hjaar Ch kao kmpnaI AiQainayama‚ 1956 ³1956 ka 1´ ko AtMga-t maOsasa-

ko $p maoM inagaimat kI ga[- qaI‚ nao kmpnaI AiQainayama‚ 1956 kI Qaara 21 kI Satao-M ko Anausaar ivaiQavat AavaSyak ivainaE`caya pairt krko tqaailaiKt $p maoM yah saUicat krko kI ]sao Baart ka Anaumaaodna‚ kmpnaI AiQainayama‚ 1956 kI Qaara 21 ko saaqa pizt‚ Baart sarkar‚ kmpnaI kaya-ivaBaaga‚ na[- idllaI kI AiQasaUcanaa saM ,saa ,ka ,ina 507 A idnaaMk esa ,Aar ,ena , idnaaMk 16À05À2008 ko Warap`aPt hao gayaa hO‚ ]> kmpnaI ka naama Aaja pirvait-t $p maoM maOsasa-

ka^pao-roT phcaana saM#yaa :




A37329950

FIRESTONE DIAMOND PRIVATE LIMITED

U51909MH2006PTC164429

( ) 24.6.1985

GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRSRegistrar of Companies, Maharashtra, Mumbai

Fresh Certificate of Incorporation Consequent upon Change of Name

In the matter of M/s JEWELRY CREATORS INTERNATIONAL PRIVATE LIMITED

I hereby certify that JEWELRY CREATORS INTERNATIONAL PRIVATE LIMITED which was originally incorporatedon Nineth day of September Two Thousand Six under the Companies Act, 1956 (No. 1 of 1956) as JEWELRYCREATORS INTERNATIONAL PRIVATE LIMITED having duly passed the necessary resolution in terms of Section21 of the Companies Act, 1956 and the approval of the Central Government signified in writing having beenaccorded thereto under Section 21 of the Companies Act, 1956, read with Government of India, Department ofCompany Affairs, New Delhi, Notification No. G.S.R 507 (E) dated 24/06/1985 vide SRN A37329950 dated16/05/2008 the name of the said company is this day changed to FIRESTONE DIAMOND PRIVATE LIMITED andthis Certificate is issued pursuant to Section 23(1) of the said Act.

Given under my hand at Mumbai this Sixteenth day of May Two Thousand Eight.

Baart sarkar–ka^pao-roT kaya- maM~alayakmpnaI rijasT/ar kayaa-laya‚ maharaYT/‚ mauMba[-

naama pirvat-na ko pE`caat nayaa inagamana p`maaNa–p~

Corporate Identity Number : U51909MH2006PTC164429

hao gayaa hO AaOr yah p`maaNa–p~‚ kiqat AiQainayama kI Qaara 23³1´ ko AnausarNa maoM jaarI ikyaa jaata hO.

yah p`maaNa–p~‚ maoro hstaxar Wara mauMba[- maoM Aaja idnaaMk saaolah ma[- dao hjaar Aaz kao jaarI ikyaa jaata hO.

/ Deputy Registrar of Companies

(MILIND VITTHALRAO CHAKRANARAYAN)

maharaYT/‚ mauMba[-Maharashtra, Mumbai

kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :

FIRESTONE DIAMOND PRIVATE LIMITEDROAD NO. 18, PLOT NO. 118,, MIDC, ANDHERI (EAST),,MUMBAI - 400093,Maharashtra, INDIA

Mailing Address as per record available in Registrar of Companies office:

]p kmpnaI rijasT/ar


maOsasa-

ko maamalao mao‚ maOM etdWara sa%yaaipt krta hU^M ik maOsasa-

jaao maUla $p maoM idnaaMk naaO isatmbar dao hjaar Ch kao kmpnaI AiQainayama‚ 1956 ³1956 ka 1´ ko AtMga-t maOsasa-

ko $p maoM inagaimat kI ga[- qaI‚ nao kmpnaI AiQainayama‚ 1956 kI Qaara 21 kI Satao-M ko Anausaar ivaiQavat AavaSyak ivainaE`caya pairt krko tqaailaiKt $p maoM yah saUicat krko kI ]sao Baart ka Anaumaaodna‚ kmpnaI AiQainayama‚ 1956 kI Qaara 21 ko saaqa pizt‚ Baart sarkar‚ kmpnaI kaya-ivaBaaga‚ na[- idllaI kI AiQasaUcanaa saM ,saa ,ka ,ina 507 A idnaaMk esa ,Aar ,ena , idnaaMk 05À10À2011 ko Warap`aPt hao gayaa hO‚ ]> kmpnaI ka naama Aaja pirvait-t $p maoM maOsasa-

ka^pao-roT phcaana saM#yaa :




B21947494

FIRESTAR DIAMOND INTERNATIONAL PRIVATE LIMITED

U51909MH2006PTC164429

( ) 24.6.1985

GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRSRegistrar of Companies, Maharashtra, Mumbai

Fresh Certificate of Incorporation Consequent upon Change of Name

In the matter of M/s FIRESTONE DIAMOND PRIVATE LIMITED

I hereby certify that FIRESTONE DIAMOND PRIVATE LIMITED which was originally incorporated on Nineth day ofSeptember Two Thousand Six under the Companies Act, 1956 (No. 1 of 1956) as JEWELRY CREATORSINTERNATIONAL PRIVATE LIMITED having duly passed the necessary resolution in terms of Section 21 of theCompanies Act, 1956 and the approval of the Central Government signified in writing having been accorded theretounder Section 21 of the Companies Act, 1956, read with Government of India, Department of Company Affairs, NewDelhi, Notification No. G.S.R 507 (E) dated 24/06/1985 vide SRN B21947494 dated 05/10/2011 the name of thesaid company is this day changed to FIRESTAR DIAMOND INTERNATIONAL PRIVATE LIMITED and thisCertificate is issued pursuant to Section 23(1) of the said Act.

Given at Mumbai this Fifth day of October Two Thousand Eleven.

Baart sarkar–ka^pao-roT kaya- maM~alayakmpnaI rijasT/ar kayaa-laya‚ maharaYT/‚ mauMba[-

naama pirvat-na ko pE`caat nayaa inagamana p`maaNa–p~

Corporate Identity Number : U51909MH2006PTC164429

hao gayaa hO AaOr yah p`maaNa–p~‚ kiqat AiQainayama kI Qaara 23³1´ ko AnausarNa maoM jaarI ikyaa jaata hO.

yah p`maaNa–p~ mauMba[- maoM Aaja idnaaMk paMca A@tUbar dao hjaar gyaarh kao jaarI ikyaa jaata hO.

kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :

FIRESTAR DIAMOND INTERNATIONAL PRIVATE LIMITEDROAD NO. 18, PLOT NO. 118,, MIDC, ANDHERI (EAST),,MUMBAI - 400093,Maharashtra, INDIA

Mailing Address as per record available in Registrar of Companies office:

The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).

*Note: The corresponding form has been approved by VIJAYA NAGORAO KHANDARE, Deputy Registrar of Companies and thiscertificate has been digitally signed by the Registrar through a system generated digital signature under rule 5(2) of the Companies(Electronic Filing and Authentication of Documents) Rules, 2006.

Registrar of Companies, Maharashtra, MumbaikmpnaI rijasT/ar‚ maharaYT/‚ mauMba[-


EXHIBIT C

18-10509-shl Doc 225-3 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit C Pg 1 of 2

To The Board of Directors, Firestone International Private Limited, 1110, Prasad Chambers, Opera House, Charni Road, Mumbai - 400004

Dear Sirs,

From the Desk of

Mr. Mihir Bhansali No.211, Casablanca

Cuffe Parade Colaba,

Mumbai - 400005

20th March, 2009

Sub:- Resignation from the post of Director of the Company

With reference to the captioned matter, request you to accept my resignation from

the Board of Directors of the Company with immediate effect.

I request you to do the needful to file necessary forms with the Registrar of

Companies to give effect to the same at the earliest.

Thanking you.

Yours faithfully,

Mihir Bhansali

18-10509-shl Doc 225-3 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit C Pg 2 of 2

EXHIBIT D

18-10509-shl Doc 225-4 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit D Pg 1 of 2

.. , FIRESTt'f>NE INTER.NATIONAL PVT. LTD.

1110, Prasad Chambers, Opera House, Mumbai - 400 004, lndo. Telephone: (91-22) 3001 9000 • Facsim ile: [91-22) 2363 6888 • E-m a il : info@firestonedlamond .com

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COl.\i1P ANY AT ITS MEETING HELD ON 30TH DAY OF AUGUST, 2011 AT THE REGISTERED OFFICE OF THE COMP ANY.

Application for change of name of the Company:

"RESOLVED THAT pursuant to section 21 of the Companies Act, 1956 and subject to members approval the consent of the Board of Directors be and is hereby accorded to make an application in 1·equisite fonn to the office of the Registrar of Companies, Maharashtra, Mumbai to seek the availabj[jty of the name and to give effect to the proposal to change the name of the Company from the present name i,iz: "FIRESTONE INTERNATIONAL PRfl/ATE LIMITED" to "FlRESTAR INTERNATIONAL PRIVATE LIMITED" in this regard to be made in the prescribed form to the Registrar of Companies, Maharashtra, Mumbai.''

"RESOLVED FURTHER TI-IAT Boal'd of Directors be and is / are hereby severally authorised to sign and submit necessary application(s)/ e-forms in this regard to the Ministry of Corporate Affairs/ Registrar of Companies, Maharashtra, Mwnbai."

For FIRESTONE INTERNATIONAL PRIVATE LIMITED

N_:;(d. Director

18-10509-shl Doc 225-4 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit D Pg 2 of 2

EXHIBIT E

18-10509-shl Doc 225-5 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit E Pg 1 of 5

. , . FIRESTAR INTERNATI{:f[NAL PVT LTD.

Registered and Corporate Office: Unit No(s). 200 I & 2002, 20th Floor, Peninsula Business Park, Tower B, Ganpatrao Kadarn Marg, Lower Pare!, Mumbai - 400 0 13, Maharashtra, Ind ia

Tel.: +9 1 2230010000, Fax: + 9 1 22300 10050, E-mail: [email protected] Website: www.firestardiamond.com CIN: U5 1909MH2004PTC l45478

Certified copy of the resolution approved by the shareholders of Firestar International Private Limited (the "Company") at the extraordinary general meeting of the Company held on Friday, December 08. 2017 at 10:30 A.M. at the Reqistered & Corporate Office of the Company at 2001 & 2002, 20th Floor, Peninsula Business Park. Tower B1 Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 0131

Maharashtra. India

Approval for conversion from private limited company to public limited company

"RESOLVED THAT pursuant to the provisions of Section 13, 14 and other applicable provisions of the Companies Act , 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), and subject to the approval of appropi·iate authoriti,:s, as may be required, the consent of the members of the Company, be and 1s hereby g1 anted, for conversion of the Company into a public limited company and consequently the name of the Company is hereby changed from Firestar lntemational Private Limited to Firestar International Limited by deletion of the word "Private" from the name of the Company.

RESOLVED FURTHER THAT the word "Private" wherever appearing in the name of the Company in the Memorandum and Articles of Association of the Company be and is hereby deleted and consequently the Memorandum and Articles of Association be altered to that effect and to the extent required for conversion of the Company into a public limited company.

RESOLVED FURTHER THAT the board of directors of the Company (the "Board") be and is hereby authorised to do all such acts. deeds, matters and things as may be necessary, proper or expedient. to give effect to this resolution (including but not limited to carrying out such other changes in the memorandum and articles of association of the Company as may be required by the authority giving its approval without being required to seek any further consent or approval of the members of the Company and it shall be deemed that the members shall have given their approval thereto expressly by the authority of this resolution) for conversion of the Company from a private limited company to a public limited company and consequent change in its name with the Registrar of Companies, Maharashtra at Mumbai and the Board may, by a resolution delegate the aforementioned power to any committee of directors, director or any other principal otficer of the Company on such conditions as the Board may prescribe ."

Certified Copy

Suresh K r Bhutani (Company Secretary)

Membership No.: FCS 6400 Address: 2001 & 2002, 20th Flcor, Peninsula Business Park, Tower B, Gcmpatrao Kadam Marg, Lower Pare!. Mumbai - 400 013. Maharashtra, India Date: December 08, 2017


Extract of the Statement annexed to the notice of the Extraordinary General Meeting pursuant to Section 102(1) of the Companies Act, 2013 (the "Act")

Approval for conversion from private limited company to public limited company

The board of directors of the Company (the "Board") intends to convert the Company into a public limited company as the Company is proposing to expand its business activities and is likely to seek additional funds from the public to strengthen the financial position of the Company and to further develop its business.

In view of the above, the word "Private" wherever appearing in the name of the Company in the Memorandum and Articles of Association of the Company be and is hereby deleted and consequently the Memorandum and Articles of Association be altered to that effect and to the extent required for conversion of the Company into a public limited company.

The conversion of the Company from private limited company into a public limited company shall be complete and effective only on issue of fresh certificate of incorporation by the Registrar of Companies.

The existing and the amended Memorandum and new set of Articles of Association of the Company are available for inspection at the Registered & Corporate Office of the Company and will also be available for inspection during the meeting.

None of the directors, manager, key managerial personnel of the Company or their respective relatives is concerned or interested, financially or otherwise, in the proposed resolution except to the extent of their shareholdings, if any, in the Company.

In view of the above, the Board recommends the resolution set out at item number 1 of the Notice to be approved by the members as a Special Resolution.

Certified Copy

For Firesta~. l~al Privat

Suresh Ku[1~ (Company Secretary)

Membership No.: FCS 6400

Address: 2001 & 2002, 20th Floor, Peninsula Business Park, Tower B, Ganpatrao Kadam Marg, Lower Pare!, Mumbai - 400 013, Maharashtra, India

Date: December 08, 2017


.. ~. FIRESTAR INTERNATI(~t[NAL PVT LTD.

Registered and Corporate Office: Unit No(s). 200 l & 2002, 20th Floor, Peninsu la Business Park, Tower B, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013, Maharashtra, lndia

Tel.: +9 1 2230010000, Fax:+ 9 1 22300 10050, E-mail: [email protected] Website: www.firestardiamond.com CIN: U51909MH2004PTC 145478

Certified copy of the resolution approved by the shareholders of Firestar International Private Limited (the "Company") at the extraordinary general meeting of the Company held on Friday, December 081 2017 at 10:30 A.M. at the Registered & Corporate Office of the Company at 2001 & 2002, 20th Floor, Peninsula Business Park, Tower 8 1 Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India

Approval for alteration and adoption of new set of Articles of Association of the Company

"RESOLVED THAT pursuant to the provision of Section 5 read with Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force) and subject to approvals, consents, permissions and sanctions, if any, required from any other authority, the new set of articles of association of the Company, as placed before the meeting, be and is hereby approved by the members and be adopted as the new set of Articles of Association of the Company, in substitution for, and to the exclusion of, the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the board of directors of the Company (the "Board") be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, proper or expedient, to give effect to this resolution (including but not limited to carrying out such other changes in the memorandum and articles of association of the Company as may be required by the authority giving its approval without being required to seek any further consent or approval of the members of the Company and it shall be deemed that the members shall have given their approval thereto expressly by the authority of this resolution) for alteration and adoption of new set of Articles of Association of the Company and the Board may, by a resolution delegate the aforementioned power to any committee of directors, director or any other principal officer of the Company on such conditions as the Board may prescribe."

Certified Copy

Suresh K ma Bhutani (Company Secretary)


Address: 2001 & 2002, 20th Floor, Peninsula Business Park, Tower B, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India



Extract of the Statement annexed to the notice of the Extraordinary General Meeting pursuantto Section 102(1) of the Companies Act, 2013 (the "Act")

Approval for alteration and adoption of new set of Articles of Association of the Company

Considering the proposed conversion of the Company from private limited company to public limited company and with a view to align the Articles of Association of the Company in conformity with the provisions of Section 5 and 14 of the Companies Act, 2013, the board of directors of the Company at its meeting held on December 04, 2017 has recommended for approval of the members by way of a special resolution, alteration and adoption of the new set of Articles of Association of the Company, in substitution for, and to the exclusion of, the existing Articles of Association of the Company.

The existing and the proposed new set of Articles of Association of the Company are available for inspection at the Registered & Corporate Office of the Company and will also be available for inspection during the meeting.

None of the directors, manager, key managerial personnel of the Company or their respective relatives is concerned or interested, financially or otherwise, in the proposed resolution except to the extent of their shareholdings, if any, in the Company.

In view of the above, the Board recommends the resolution set out at item number 2 of the Notice to be approved by the members as a Special Resolution.

Certified Copy

Suresh Ku ar l'lutani (Company Secretary)


Address: 2001 & 2002, 20th Floor, Peninsu la Business Park, Tower 8 , Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013, Maharashtra, India



EXHIBIT F

18-10509-shl Doc 225-6 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit F Pg 1 of 17

Page 1 of 16

FORM NO. MGT-7[Pursuant to sub-Section(1) of section 92 ofthe Companies Act, 2013 and sub-rule (1) ofrule 11of the Companies (Management andAdministration) Rules, 2014]

Annual Return

I. REGISTRATION AND OTHER DETAILS

(i) * Corporate Identification Number (CIN) of the company

HindiEnglishForm languageRefer the instruction kit for filing the form.

Global Location Number (GLN) of the company

(ii) (a) Name of the company

(b) Registered office address

(c) *e-mail ID of the company

(d) *Telephone number with STD code

(e) Website

(iii) Date of Incorporation

Type of the Company Category of the Company Sub-category of the Company(iv)

(v) Whether company is having share capital Yes No

(vi) *Whether shares listed on recognized Stock Exchange(s) Yes No

Pre-fill

* Permanent Account Number (PAN) of the company


Page 2 of 16

(vii) *Financial year From date 01/04/2016 (DD/MM/YYYY) To date 31/03/2017 (DD/MM/YYYY)

(viii) *Whether Annual general meeting (AGM) held Yes No

(a) If yes, date of AGM 30/09/2017

(b) Due date of AGM 30/09/2017

(c) Whether any extension for AGM granted Yes No

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

*Number of business activities 2

S.No MainActivitygroup code

Description of Main Activity group BusinessActivityCode

Description of Business Activity % of turnoverof thecompany

C C13

G G1

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES(INCLUDING JOINT VENTURES)

*No. of Companies for which information is to be given 24 Pre-fill All

S.No Name of the company CIN / FCRN Holding/ Subsidiary/Associate/Joint Venture

% of shares held


Page 3 of 16

IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

(i) *SHARE CAPITAL(a) Equity share capital

Particulars Authorisedcapital

Issuedcapital

Subscribedcapital Paid up capital

Total number of equity shares900,000,000 125,708,297 125,708,297 125,708,297

Total amount of equity shares (inRupees) 9,000,000,000 1,257,082,970 1,257,082,970 1,257,082,970

Number of classes 1

Class of Shares

Equity SharesAuthorisedcapital

Issuedcapital Subscribed

capital Paid up capital

Number of equity shares 900,000,000 125,708,297 125,708,297 125,708,297

Nominal value per share (in rupees)10 10 10 10


Page 4 of 16

Total amount of equity shares (in rupees) 9,000,000,000 1,257,082,970 1,257,082,970 1,257,082,970

(b) Preference share capital

Particulars Authorisedcapital

Issuedcapital

Subscribedcapital Paid-up capital

Total number of preference shares100,000,000 0 0 0

Total amount of preference shares(in rupees) 1,000,000,000 0 0 0

Number of classes 1

Class of sharesPreference Shares

Authorisedcapital

Issuedcapital Subscribed

capital Paid up capital

Number of preference shares 100,000,000 0 0 0

Nominal value per share (in rupees) 10 10 10 10

Total amount of preference shares (in rupees) 1,000,000,000 0 0 0

(c) Unclassified share capital

Particulars Authorised Capital

Total amount of unclassified shares

(d) Break-up of paid-up share capital

Class of sharesNumber ofshares

Total nominalamount

Total Paid-upamount

Total premium

Equity shares

At the beginning of the year120,310,688 1,203,106,880 1,203,106,880

Increase during the year5,397,609 53,976,090 53,976,090 2,655,623,628

i. Pubic Issues0 0 0 0

ii. Rights issue0 0 0 0

iii. Bonus issue0 0 0 0

iv. Private Placement/ Preferential allotment5,397,609 53,976,090 53,976,090 2,655,623,628

v. ESOPs0 0 0 0

vi. Sweat equity shares allotted0 0 0 0

vii. Conversion of Preference share0 0 0 0

viii. Conversion of Debentures0 0 0 0


Page 5 of 16

ix. GDRs/ADRs0 0 0 0

x. Others, specify

Decrease during the year 0 0 0 0

i. Buy-back of shares0 0 0 0

ii. Shares forfeited0 0 0 0

iii. Reduction of share capital0 0 0 0

iv. Others, specify

At the end of the year125,708,297 1,257,082,970 1,257,082,970

Preference shares

At the beginning of the year916,873 9,168,730 9,168,730

Increase during the year0 0 0 0

i. Issues of shares0 0 0 0

ii. Re-issue of forfeited shares0 0 0 0

iii. Others, specify

Decrease during the year 916,873 9,168,730 9,168,730 45,843,650

i. Redemption of shares916,873 9,168,730 9,168,730 45,843,650

ii. Shares forfeited 0 0 0 0

iii. Reduction of share capital0 0 0 0

iv. Others, specify

At the end of the year 0 0 0

(ii)Details of stock split/consolidation during the year (for each class of shares) 0


Page 6 of 16

Class of shares (i) (ii) (iii)

Before split /Number of shares

Consolidation Face value per share

After split /Number of shares

Consolidation Face value per share

Nil

(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the caseof the first return at any time since the incorporation of the company) *

[Details being provided in a CD/Digital Media] Yes No Not Applicable

Separate sheet attached for details of transfers Yes No

Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/DigitalMedia may be shown.

Date of the previous annual general meeting 06/12/2016

Number of Shares/ Debentures/Units Transferred

Transferor's Name

Amount per Share/Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Date of registration of transfer (Date Month Year)

1 - Equity, 2- Preference Shares,3 - Debentures, 4 - StockType of transfer

Ledger Folio of Transferee

Transferee's Name


Page 7 of 16

Number of Shares/ Debentures/Units Transferred

Transferor's Name

Amount per Share/Debenture/Unit (in Rs.)


Date of registration of transfer (Date Month Year)

1 - Equity, 2- Preference Shares,3 - Debentures, 4 - StockType of transfer


Transferee's Name


Page 8 of 16

(iv) *Indebtedness including debentures (Outstanding as at the end of financial year)

Particulars Number of units Nominal value perunit

Total value

Non-convertible debentures

Partly convertible debentures

Fully convertible debentures

Secured Loans (including interestoutstanding/accrued but not due forpayment) excluding deposits

Unsecured Loans (including interestoutstanding/accrued but not due forpayment) excluding deposits

Deposit

Total

Details of debentures

Class of debentures Outstanding as atthe beginning of theyear

Increase during theyear

Decrease during theyear

Outstanding as atthe end of the year

Non-convertible debentures

Partly convertible debentures

Fully convertible debentures0

(v) Securities (other than shares and debentures) 0

Type ofSecurities

Number ofSecurities

Nominal Value ofeach Unit

Total NominalValue

Paid up Value ofeach Unit

Total Paid up Value

Total

V. *Turnover and net worth of the company (as defined in the Companies Act, 2013)

(ii) Net worth of the Company 19,809,991,637

(i) Turnover 52,261,487,967

VI. (a) *SHARE HOLDING PATTERN - Promoters

S. No. Category Equity Preference


Page 9 of 16

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian 0

(ii) Non-resident Indian (NRI)61,752,055 49.12329295

(iii) Foreign national (other than NRI) 0 0

Government

(i) Central Government

(ii) State Government

(iii) Government companies

Insurance companies

Banks

Financial institutions0

Foreign institutional investors0 0

Mutual funds

Venture capital

Body corporate(not mentioned above)

Total

Total number of shareholders (promoters) 13

(b) *SHARE HOLDING PATTERN - Public/Other than promoters

S. No. Category Equity Preference

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian 0

(ii) Non-resident Indian (NRI)0 0

(iii) Foreign national (other than NRI)0 0


Page 10 of 16

Government

(i) Central Government

(ii) State Government

(iii) Government companies

Insurance companies

Banks

Financial institutions0

Foreign institutional investors0 0

Mutual funds

Venture capital

Body corporate(not mentioned above)

Total

Total number of shareholders (other than promoters) 2

Total number of shareholders (Promoters+Public/Other than promoters) 15

VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS(Details, Promoters, Members (other than promoters), Debenture holders)

DetailsAt the beginning of the year At the end of the year

Promoters 13 13

Members(other than promoters) 2 2

Debenture holders 0 0

VIII. DETAILS OF DIRECTORS AND KEYMANAGERIAL PERSONNEL

(A) *Composition of Board of Directors

Category Number of directors at thebeginning of the year

Number of directors at the endof the year

Percentage of shares held bydirectors as at the end of year

Executive Non-executive Executive Non-executive Executive Non-executive


Page 11 of 16

A. Promoter1 0 0 1 0 49.12

B. Non-Promoter1 1 1 4 0 0

(i) Non-Independent1 0 1 1 0 0

(ii) Independent0 1 0 3 0 0

C. Nominee Directorsrepresenting 0 0 0 0 0 0

(i) Banks & FIs0 0 0 0 0 0

(ii) Investing institutions0 0 0 0 0 0

(iii) Government0 0 0 0 0 0

(iv) Small share holders0 0 0 0 0 0

(v) Others0 0 0 0 0 0

Total2 1 1 5 0 49.12

Number of Directors and Key managerial personnel (who is not director) as on the financial year end date 8

(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year

Name DIN/PAN Designation Number of equityshare(s) held

Date of cessation (after closure offinancial year : If any)

NIRAV DEEPAK MODI 00190509 Director 61,752,055

SURESH CHANDRA SE 00018711 Director 0

GAUTHAM MUKKAVILL 02055176 Director 0

HARESH VRAJLAL SHA 02760534 Whole-time directo 0

SANJAY RISHI 03507120 Director 0

ANGELINA NGUYEN 07688067 Director 0

RAVI SHANKER GUPTA AAAPG8038N CFO 0

SURESH KUMAR BHUT AIKPB4332J Company Secretar 0

(ii) Particulars of change in director(s) and Key managerial personnel during the year 8


Page 12 of 16

Name DIN/PAN Designation at thebeginning / duringthe financial year

Date of appointment/change in designation/cessation

Nature of change (Appointment/Change in designation/ Cessation)

SHYAMSUNDER VASH AAAPW0822G Company Secretar 29/08/2016 Cessation

SURESH KUMAR BHUT AIKPB4332J Company Secretar 29/08/2016 Appointment

RAVI SHANKER GUPTA AAAPG8038N CFO 29/08/2016 Appointment

GAUTHAM MUKKAVILL 02055176 Additional director 17/10/2016 Appointment

GAUTHAM MUKKAVILL 02055176 Director 06/12/2016 Regularisation of Additional Director

SANJAY RISHI 03507120 Director 06/12/2016 Appointment

ANGELINA NGUYEN 07688067 Director 06/01/2017 Appointment

NIRAV DEEPAK MODI 00190509 Director 01/03/2017 Redesignated as Non-Executive Dire

IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OFDIRECTORS

A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED MEETINGS

Number of meetings held 3

Type of meeting Date of meetingTotal Number of

Members entitled toattend meeting

Attendance

Number of membersattended

% of totalshareholding

Annual General Meeting 06/12/2016 15 12 94.17

Extra Ordinary General Mee 06/01/2017 15 6 33.93

Extra Ordinary General Mee 01/02/2017 15 12 94.17

B. BOARD MEETINGS

*Number of meetings held 8

S. No. Date of meetingTotal Number of directorsassociated as on the date

of meeting

Attendance

Number of directorsattended % of attendance

1 27/05/2016 3 3 100

2 29/08/2016 3 3 100

3 28/10/2016 4 4 100


Page 13 of 16

S. No. Date of meetingTotal Number of directorsassociated as on the date

of meeting

Attendance

Number of directorsattended % of attendance

4 03/12/2016 4 2 50

5 13/01/2017 6 4 66.66666667

6 01/02/2017 6 3 50

7 14/02/2017 6 5 83.33333333

8 06/03/2017 6 3 50

C. COMMITTEE MEETINGS

Number of meetings held 5

S. No. Type ofmeeting Date of meeting

Total Numberof Members ason the date ofthe meeting

Attendance

Number of membersattended % of attendance

1 NRC 29/08/2016 3 3 100

2 NRC 03/12/2016 4 2 50

3 Audit Committe28/10/2016 4 4 100

4 Audit Committe14/02/2017 4 4 100

5 Audit Committe06/03/2017 4 3 75

D. *ATTENDANCE OF DIRECTORS

S.No.

Nameof the director

Board Meetings

Number ofMeetings whichdirector wasentitled toattend

Number ofMeetingsattended

% ofattendance

Committee Meetings

Number ofMeetings whichdirector wasentitled toattend

Number ofMeetingsattended

% ofattendance

Whetherattended AGM

held on

30/09/2017

(Y/N/NA)

1 NIRAV DEEPA 8 8 100 5 5 100 No

2 SURESH CHA 8 5 62.5 5 4 80 No

3 GAUTHAM MU 6 5 83.33333333 4 3 75 No

4 HARESH VRA 8 5 62.5 3 2 66.66666667 Yes

5 SANJAY RISH 4 2 50 2 2 100 No

6 ANGELINA NG 4 2 50 0 0 0 No


Page 14 of 16

X. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELNil

Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered2

S. No. Name Designation Gross Salary Commission Stock Option/Sweat equity

Others TotalAmount

1 Nirav Deepak Modi Director 13,750,000 0 0 0 13,750,000

2 Haresh Vrajlal Shah Director 836,296 0 0 0 836,296

Total 14,586,296 0 0 0 14,586,296

Number of CEO, CFO and Company secretary whose remuneration details to be entered 3


Others TotalAmount

1 Shyamsunder Vash Company Secre 898,219 0 0 0 898,219

2 Ravi Shanker GuptaChief Financial O 16,634,283 0 0 0 16,634,283

3 Suresh Kumar Bhut Company Secre 2,635,032 0 0 0 2,635,032

Total 20,167,534 0 0 0 20,167,534

Number of other directors whose remuneration details to be entered 3


Others TotalAmount

1 Suresh Chandra Se Independent Dir 0 4,987,500 0 900,000 5,887,500

2 Gautham Mukkavilli Independent Dir 0 2,348,440 0 800,000 3,148,440

3 Sanjay Rishi Independent Dir 0 975,000 0 400,000 1,375,000

Total 0 8,310,940 0 2,100,000 10,410,940

XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

Whether the company has made compliances and disclosures in respect of applicableprovisions of the Companies Act, 2013 during the year Yes No

If No, give reasons/observations

A.

B.

*

XII. PENALTY AND PUNISHMENT - DETAILS THEREOF

(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS Nil


Page 15 of 16

Name of thecompany/ directors/officers

Name of the court/concernedAuthority

Date of OrderName of the Act andsection under whichpenalised / punished

Details of penalty/punishment

Details of appeal (if any)including present status

(B) DETAILS OF COMPOUNDING OF OFFENCES Nil

Name of thecompany/ directors/officers

Name of the court/concernedAuthority

Date of Order Name of the Act andsection under whichoffence committed

Particulars ofoffence

Amount of compounding (inRupees)

XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment

Yes No

In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees ormore, details of company secretary in whole time practice certifying the annual return in Form MGT-8.

Name RAHUL SAHASRABUDDHE

Whether associate or fellow

Certificate of practice number 13578

I/We certify that:(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.(b) Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions of theAct during the financial year.

24/08/201714I am Authorised by the Board of Directors of the company vide resolution no. ..

(DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunderin respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that:1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to

the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

2. All the required attachments have been completely and legibly attached to this form.

dated

Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide forpunishment for fraud, punishment for false statement and punishment for false evidence respectively.

To be digitally signed by

Declaration

(c) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or inthe case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for anysecurities of the company.(d) Where the annual return discloses the fact that the number of members, (except in case of a one person company), of the companyexceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 ofthe Act are not to be included in reckoning the number of two hundred.

XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES

Associate Fellow


Page 16 of 16

Director

DIN of the director 00190509

To be digitally signed by

6400Membership number

Company Secretary

Company secretary in practice

Certificate of practice number

Attachments

Attach1. List of share holders, debenture holders

Attach2. Approval letter for extension of AGM;

3. Copy of MGT-8; Attach

Attach

MGT 8 FIPL.pdfDetails of Share Transfers.pdfList of Shareholders.pdf

Remove attachment

List of attachments

4. Optional Attachement(s), if any

SubmitPrescrutinyCheck FormModify

This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and onthe basis of statement of correctness given by the company

Auto-approved By


EXHIBIT G

18-10509-shl Doc 225-7 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit G Pg 1 of 8

NYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER

This page is part of the instrument. The City Register will rely on the information provided by you on this page for purposes of indexing this instrument. The information on this page will control for indexing purposes in the event of any conflict with the rest of the document. 2007040200373001001E7961

RECORDING AND ENDORSEMENT COVER PAGE PAGE 1 OF 4 Docuinent ID: 2007040200373001 Document Type: DEED Document Pa e Count: 3 PRESENTER: COMMONWEALTH/LA WYERS TITLE 2 GRAND CENTRAI, TOWER 140 EAST 45TH STREET, 22ND FLOOR NEW YORK, NY 10017 212-949-0100

Document Date: 03-26-2007 Preparation Date: 04-02-2007

RETURN TO: ZUCKERMAN GORE & BRANDEIS LLP 875 THIRD A VENUE, 28TH FL. NEW YORK, NY 10022 ATTN: JENNIFER S. LUONG, ESQ

LT070107M- TO BE PICKED UP BY ROOPIE

PROPERTY DATA Borough Block Lot Unit Address MANHATTAN 1011 1749 Entire Lot 3601 160 CENTRAL PARK SOUTH

Property Type: SINGLE RESIDENTIAL CONDO UNIT

CROSS REFERENCE DATA CRFN __ _ or Document ID ___ _

GRANTOR/SELLER: RAYMOND W. SMITH 160 CENTRAL PARK SOUTH, UNIT 3601 NEW YORK, NY 10019

TASF: MTA: NYCTA: Additional MRT:

TOTAL: Recordin Fee: Affidavit Fee:

or Year Reel Page__ or File Number ___ _

PARTIES GRANTEE/BUYER: CENTRAL PARK REAL ESTATE LLC 154 WEST 14TH STREET, 12TH FLOOR NEW YORK, NY 10011

FEES AND TAXES Filing Fee:

0.00 $ 75.00

71,178.75

0.00 RECORDED OR FILED IN THE OFFICE 0.00 4*":" ~~'OF THE CITY REGISTER OF THE 0.00 )_, · ·,ye;,,~~. CITY OF NEW YORK 0.00 11 ~.; Recorded/Filed 04-10-200714:21

·"' 0 .00 City Register File No.(CRFN): 0.00 2007000183761

52.00 . . 0.00

I .

City Register Official Signature


I I ' '.

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS (INDIVIDUAL OR CORPORATION)

FORM8007

CAUTION: THIS AGREEMENT SHOULD BE PREPARED BY AN ATTORNEY AND REVIEWED BY ATTORNEYS FOR SELLER AND PURCHASER BEFORE SIGNING.

THIS INDENTURE, made the

Between

RAYMOND W. SMITH residing at 160 Central Park South, #3601, New York, NY

party of the first part, and

CENTRAL PARK REAL ESTATE, LLC

party of the second part,

/S'f w ~ r. r I t/ c r ; 2 r:: Io O ,.,

(){ fJi 1001{

WITNESSETH, that the party of the first part, in consideration of Ten Dollars and No Cents ($10.00), lawful money of the United States, paid by the party of the second part, does hereby grant and release unto the party of the second part, the heirs or successors and assigns of the party of the second part forever,

ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the

SEE SCHEDULE "A"

TOGETHER with all right, title and interest, if any, of the party of the first part in and to any streets and roads abutting the above described premises to the center lines thereof;

TOGETHER with the appurtenances and all the estate and rights of the party of the first part in and to said premises;

TO HAVE AND TO HOLD the premises herein granted unto the party of the second part, the heirs or successors and assigns of the party of the second part forever.

AND the party of the first part, covenants that the party of the first part has not done or suffered anything whereby the said premises have been encumbered in any way whatever, except as aforesaid.

AND the party of the first part, in compliance with Section 13 of the Lien Law, covenants that the party of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose.

The word "party" shall be construed as if it read "parties" whenever the sense of this indenture so requires.

IN WITNESS WHEREOF, the party of the first part has duly executed this deed the day and year first

» RA 0

IN PRESENCE OF:

NYSBA's Residential Real Estate Forms(9/00) © 2004 Matthew Bender & Co., a member of the LexisNexis Group.


...

SCHEDULE A

The Condombtjum Unit (the "Unit") in the building known as the Essex House Condominium (the "Building") and by the street number 160 Central Park South, City, County and State of New York,. designated and described by the Unit No. 3601 in the Declaration establishing a plan for condominium ownership of said Building and the land on which it is erected (the "Land") made by Essex House Condominium Corporation under the Condominium Act of the State of New York, (Article 9B of the Real Property Law of the State of New York), dated 7/27/J974 and recorded in the Office of the Register of the City of New York, in the ·County of New York, on the 9/27/1974 in Reel 325 Page 479, which Declaration was amended by First Supplemental Declaration dated 12/8/1975 and recorded 2/5/1976 in Reel 361 Page 1526, Second Supplemental Declaration dated 12/6/1977 and recorded 2/3/1978 in Reel 427 Page 1455, Third Supplemental Declaration dated 12/18/1980 and recorded 2/5/1981 in Reel 553 Page 1758, Fourth Supplemental Declaration dated 12/18/1980 and recorded 2/5/1981 in Reel 553 Page 1762, Fifth Supplemental Declaration dated 6/12/1981 and recorded 7/10/1981 in Reel 573 Page 1461, Sixth Supplemental Declaration dated 9/3/1981 and recorded 9/23/1981 in Reel 584 Page 8, Seventh Supplemental Declaration dated 11/9/1981 and recorded 11/24/1981 in Reel 592 Page 1861, Eighth Suppl~mental Declaration dated 1/29/1982 and recorded 2/8/1982 in Reel 605 Page 910, Ninth Supplemental Declaration dated 4/19/1984 -and recorded 8/21/1984-in Reel 825 Page 1228, Tenth Supplemental Declaration dated 10/22/1984 and recorded 11/15/1984 in Reel 848 Page 201, Eleventh Supplemental Declaration dated 9/13/1985 and recorded 10/30/1985 in Reel 978 Page 825,. Twelfth Supplemental Declaration dated 10/31/1985 and recorded 10/31/1985 in Reel 979 Page 1083, Thirteenth Supplemental Declaration dated 12/28/1994 and recorded 1/13/1995 in Reel 2173 Page 2096, Amended and Restated Declaration, Fourteenth Supplemental Declaration dated 3/31/1995 and recorded 7/14/1995 in Reel 2224 Page 1329 , · Fifteenth Supplemental Declaration dated 12/6/2002 and recorded on 2/25/2003 under CRFN 2003000026521 and Sixteenth Supplemental Declaration dated 11/20/2006 and recorded 1/5/2007 under CRFN 2007000010782 and also designated as the Tax Lot 1749 in Block No. 1011 of the Borough. of Manhattan on the Tax Map of the Real · Property Assessment Department of the City of New York and on the Floor Plans of the Building certified by Edward J. Hurley, on June 15, 1973, and filed in the Office of the Register of the City of New York, County of New York on September 27, 1974 as Condominium Plan No. 11, which plans were supplemented by revised plans certified to by Hurley and Farinella, Arc~itects, filed in the Office of the Register of the City of New York, County of New York on January 23, 1976, and as further amended.

TOGETHER with an undivided 0.42708 percent interest in the Common Elements of the Condominium as described in the Declaration. ·

The Land upon which the Building containing the Unit is situate is described as follows:

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of-Manhattan, County, City and State -of New York, bounded and ~escribed as follows: ·

BEGINNING at a point on the southerly side of Central Park South (formerly known as 59th Street), distant 100 feet easterly from the comer formed by the intersection of the easterly side of Seventh Avenue with the southerly side of Central Park South; ·

RUNNING THENCE southerly and parallel with Seventh Avenue, 200 feet 10 inches to the northerly side of 58th Street;

THENCE easterly along the no~erly side of 58th Street, 206 feet 4 inches;

THENCE northerly and again parallel with Seventh Avenue, 200 feet 10 inches to the southerly side .of Central Park South;

. THENCE westerly along the southerly side of Central Park South, 206 feet 4 inches to the point or place of BEGINNING.


I I " . '

Acknowledgment by a Person Within New York State (RPL § 309-a)

STA TE OF NEW YORK COUNTY OF

) ) ss.: )

11v On the 2(., day of Jl1a.A-ch in the year 2o0'7 , before me, the undersigned, personally

appeared R~mbnd.. 'N . Sm.,ift}, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that they executed the same in their capacity(ies), and that by their signature(s) on the instrument, the individual(s), or behalfof which the individual(s) acted, executed the instrument.

(signature a 1 taking acknowledgment) SABINA FIRESTONE

Notary Public, State of New York No. 01 Fl6075811

Qualified in How York County,\ /'J commission Expires June 10, 20+v

BARGAIN AND SALE DEED WITH COVENANT

=T=it=le=N===o·===L=T=0=70=1=0=7====== Section

RAYMOND W. SMITH

To

Block 1011 Lot 1749 County or Town Manhattan Street Address Unit 3601, 160 Central Park South

New York, NY 10019 CENTRAL PARK REAL ESTATE, LLC

Return By Mail To: Jennifer S. Luong, Esq. Zuckerman Gore & Brandeis LLP 875 Third Avenue, 28th Floor New York, NY 10022

Reserve This Space For Use Of Recordin2 Office

NYSBA's Residential Real Estate Forms (9/00) © 2004 Matthew Bender & Co., a member of the LexisNexis Group.


NYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER

j I ' '.

200704020037300l001SB7EO SUPPORTING DOCUMENT COVER PAGE

Document ID: 2007040200373001 Document Date: 03-26-2007 Document Type: DEED

ASSOCIATED TAX FORM ID: 2007032300186

SUPPORTING DOCUMENTS SUBMITTED:

RP- 5217 REAL PROPERTY TRANSFER REPORT SMOKE DETECTOR AFFIDAVIT

REMARKS: DEED

T'

PAGE 1 OF 1 Preparation Date: 04-02-2007

Page Count I I


j I

Affidavit of Compliance with Smoke Detector Requirement for One and-Two Family Dwellings

StateofNewYork )

AFFIDAVIT OF COMPLIANCE WITH SMOKE DETECTOR REQUIREMENT FOR ONE- AND TWO-FAMILY DWELLINGS

K) SS.: County of New y I( )

! , '

The undersigned, being duly sworn, depose and say under penalty of perjury that they are the grantor and grantee of the real property or of the cooperative shares in a cooperative corporation owning real property located at

160 CENTRAL PARK SOUTH Street Address

3601 Unit/Apt.

MANHATTAN New York, 1011 ---

Borough Block _ __1-_?~ (the "Premises");

Lot

That the Premises is a one or two family dwelling, or a cooperative apartment or condominium unit in a one- or two-family dwelling, and that installed in the Premises is an approved and operational smoke detecting device in compliance with the provisions of Article 6 of Subchapter 17 of Chapter I of Title 27 of the Administrative Code of the City of New York concerning smoke detecting devices;

That they make affidavit in compliance with New York City Administrative Code Section 11-2105 (g~he signatures of at least one grantor and one grantee are required, and must be notarized). tJ .,.. ,,,,

' 'Cllf ., z, •· L ~u.J _l!J__,_5J1V +i -~--- _ M;~~r_ f3\,cu,s«J.i _ __,___MAA,ijer ___ .,~ ____ _ ~ame f Grantor (T~· o ~-t, { Name of Grantee (Type or Print)

1' 1• L/f. 1 (I 1 J

fl~ /l~L 1----"LL"'--l,4c,l-~.='C_______ ---

Signature of Grantee

Sworn to before me Sworn to before me this 2Ce#vdateof MOJUJ-) -'f!1 '2.oJ"] this 2(dl,.J dateof~ ___ -1§')-oo'7

7 SABINA FIRESTONE a@ SA INA FIRESTONE

otary Public, State of New York Notary Public, State of New York No. 01Fl6076811 No. 01Fl6075811

Qualified in H.:w Yori< County Qu~lifi~ in 1-!.:;w Yori< County1

In Commi11ion Expires June 10, 2ojo omm1ss1on Expires June 10, 2of"'

Thes tatements are made with the knowledge that a willfully false representation is unlawful and is punishable as a crime of perjury under Article 210 of the Penal Law.

NEW YORK CITY REAL PROPERTY TRANSFER TAX RETURNS FILED ON OR AFTER FEBRUARY 6th, 1990, WITH RESPECT TO THE CONVEYANCE OF A ONE- OR TWO-FAMILY DWELLING, OR A COOPERATIVE APARTMENT OR A CONDOMINIUM UNIT IN A ONE- OR TWO-FAMILY DWELLING, WILL NOT BE ACCEPTED FOR FILING UNLESS ACCOMPANIED BY THIS AFFIDAVIT.

2007032300186101

r .


j I

FOR CITY USE ONLY

C1. County Code ... I __. _ _.I C2. Date Deed I / / Recorded .._~M~o~nt~h ...... ---,D~a-y __ ..... ~Ye_a_, __ __,

C3. Book .___.__.._.....__..__.l C4. Page ... I _...____.__....___.._.., OR

C5.CRFN I PROPERTYINFORMATlON I

160

' '.

REALPROPERTYTRANSFERREPORT STATE OF NEW YORK

STATE BOARD OF REAL PROPERTY SERVICES

RP-5217NYC (Rw11/20021

MANHATTAN 10019 I CENTRAL PARK SOUTH 3601 1. Property I . Location '----;..sT"'R""EE""T""N"'U;;;MB"E"'R _ __, ____ --,;S"'TR"'E""ET;,;N""A ... M"'"E _______________ _.__--;;,BO""R"'O"'UG'"H.---------------'--,,,21""P ""'coo=E--'

2. Buyer Name

CENTRAL PARK REAL ESTATE LLC LAST NAME / COMPANY

LAST NAME / COMPANY

3. Tax Indicate where future Tax Bills are to be sent

FIRST NAME

FIRST NAME

Bllllng if other than buyer address (at bottom of fom,) '----,-..,,.,.,.,.,.,,,...,..,..==.,..--------------'--7,,a"""''"'"'"',,--------------' Address LAST NAME / COMPANY FIRST NAME

STREET NUMBER AND STREET NAME CITY OR TOWN STATE

4A. Planning Board Approval - NIA for NYC 48. Agricultural District Notice - NIA for NYC

ZIP CODE

4. Indicate the number of Assessment Roll parcels transferred on the deed # of Parcels OR D Part of a Parcel

Check the boxes below as they apply: 5. Deed Property Size

'-----~~~X.__~~~-~OR'-----''--'---'-~=--....a..--'---' FRONT FEET DEPTH ACRES

6. Ownership Type is Condominium

7. New Construction on Vacant Land

RAYMOND a.Seller ~TH Name LA_S_T_N-AM_E_/-CO_M_P_A-NY----------------------'--F-IR_S_T_NA_M_E ____________________ ___,

LAST NAME / COMPANY FIRST NAME

9. Check the box below which most accurately describes the use of the property at the time of sale:

A[Z] One Family Residential

B D 2 or 3 Family Residential

C D Residential Vacant Land D O Non-Residential Vacant Land

E D Commercial FD Apartment

G D Entertainment I Amusement H D Community Service

I D Industrial

J D Public Service

SALE INFORMATION 10. Sale Contract Date

11. Date of Sale I Transfer

2 ; 22 ; 2007 I Month Day Year

3 I 26 I 2007 I Month Day Year

12. Full Sale Price $ , ,4,9,9 s,o 0, 01 ( Full Sale Price is the total amount paid for the property including personal property. This payment may be in the form of cash, other property or goods, or the assumption of mortgages or other obligations.) Please round to the nearest whole dollar amount.

13. Indicate the value of personal property included in the sale

14. Check one or more of thne conditions as applicable to transfer:

A B C D E

Sale Between Relatives or Fornier Relatives

Sale Between Related Companies or Partners in Business

One of the Buyers is also a Seller Buyer or Seller is Government Agency or Lending Institution

Deed Type not Warranty or Bargain and Sale (Specify Below )

F Sale of Fractional or Less than Fee Interest ( Specify Below )

G Significant Change in Property Between Taxable Status and Sale Dates

H Sale of Business is Included in Sale Price Other Unusual Factors Affecting Sale Price ( Specify Below )

J ./ None

ASSESSMENT INFORMATION - Data should reflect the latest Final Assessment Roll and Tax Bill

15. Building Class ~ 16. Total Assessed Value (of all parcels in transfer) '----''------'--..--'----'----1.--.,___....._--.1~--'--'----'

17. Borough, Block and Lot I Roll ldentifler(s) ( If more than three, attach sheet with additional ldentifier(s) )

MANHATTAN 1011 1749

CERTIFICATION I certify that aU of the items of information entered on this form are true and correct (to the best of my knowledge and belief) and I undentand that the making of any willful false statement of material fact herein will subject me to the provisions of the penal law relative to the making and f"iling of false instruments.

BUYER BUYER'S ATTORNEY

BUYER SIGNATURE DATE LAST NAME FIRST NAME

1'2. +~ \ .Ott"" 212 I 223-6433 STREET NUMBER STREET NAME AFTER SALE) AREA CODE lELEPHONE NUMBER

CITY OR TOWN STAlE ZIP CODE X~-~LLER N,1 leo \r

'lflfl"7fl..,'l'1flfl1 Ot:'lfl


EXHIBIT H

18-10509-shl Doc 225-8 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit H Pg 1 of 17

i"• ,-..

THE COMPANIES ACT, 19~~.'

COMPANY LIMITED BY SHj;S

MEMORANDUM OF ASSOCI TIQN

0 ' ,{ F 1 •· ••

"

fl.fE,:3'10. r r3/osfo_~-

()e--~~ -I ···-··""'::...-=-----·

I

I

~ESTARDJAMONDPRIVATEL~nrED, ,' ~ ',, · . <R:l~IZ;.(~lft!'1 ~ ~ f

......._ ~~,:· AMII. I h<MII. it••W, I I. The name of the Company is FIRESTAR DIAMOND PRIVATE L~-----~~-- . . ,

II. The Registered Office of the Company will be situated in the State of Maharashtra, i.e. within the jurisdiction of the Registrar of Companies, Maharashtra, Mwnbai.

III. The obje--• i · which the Company is established are,

(A) THE MAJ'. ()BJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON

, ITS INCORl',)RATION ARE: ~

t. To cany on the business of designing, developing, framing, forming, making, manufacturing, producing, marketing, modifying, building, encouraging, refining, repairing, processing, preparing, fabricating, altering, dismantling, providing, removing, setting, converting, finishin boiling, :ocessing, assorting, cleaning, sawing, chiseling, clifting, blocking, polishing, cuttin fitting_ · 1mming, buffing, contracting, sub-contracting, supplying, turn to account, let on hir'i: i:;i ':;;

acqu · ·., buy, sell, import, export, and to act as agent, broker, adatia, dealer, merchants, wholesali ~ i • reta· .-, stockiest, distributor, anchiser, merchandiser, exchange house, bourse operator, lend -~ i i ; ..!_ !,or· ,wer, ,, · jor all kinds of diamonds, precious stones I z jj ~ ~ pl"'..:ious metals; gold smiths, silver smiths, jewellers, or to set-up chain of design houses, stores j ; Q !!j ~ •' aw-rooms, or otherwise to deal in all shapes, sizes, kinds, varieties, designs, applicationi I!' ~ ~ ::ii'!i ,Ol!.t,inations & uses of precious, semi - precious, synthetic, imitation or natural stones & metalf i:; I itt: · tllding cut or/ uncut coarse and/ or polished gems, diamonds, industrial diamonds, boaa. I ~,I'll. I! ~

_. · Jher rough or coarse or polished, pearls, whether real or cultured, rubies, emeralds, sapphire~ I ff'~ =,;I a , * apparels, ornaments, gems, jewelleries, coins, bullion, antiques, manuscript, art piece52 !:IS o] • ,,oods, watches, clocks, paintings, frames, cutleries, fabrics, utensils, antiques, imitati<llo fl- , 31 jewelleries, articles, matters and things, their parts, accessories, fittings, components, ingredien_, g _. "' and materials, thereof, made, partly, or wholly, of gold, silver, platinum or other precious ors, 0 ~ ~ precious or any types of metals or any combinations and alloys thereof. I! o "' 00

:j N c,lul --1-- g :;~

~~~~ ;J


(B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS ARE:

2. To acquire and undertake the whole or any part of the undtrtaking or business (whether as a going concern or not}, property, assets, liabilities or any other tangible or intangible matter or things having value of any kind, of any person, firms or Company or body corporate carrying on any business which the Company is authorised to carry on or be possessed of any property suitable for the purpose of this Company.

3. To adopt pre-incorporation contracts entered into by the promoters with any person on behalf of the Company by way of ratification or substitution, to pay the consideration agreed in such contracts and to remunerate any person or Company fur service rendered or to be rendered to the Company for the fonnation or promotion of the Company or for the acquisition of any property, license, letter of intent, allotment, know how or similar thing by the Company and to pay the Company all the costs, charges or expenses of and incidental to the promotion, formation, registration and establishment of the Company and the issue of its capital.

4. To apply for, purchase or otherwise acquire, own, give or take on hire or in any other manner possess or part with, any brands, patent, patent right, copyright, trade mmb, fonnulae, license, concessions, conferring any exclusive or limited right to use, or any secret or other infonnation as to any invention which may seem capable of being used for any of the purpose of the company and to use, exercise, develop or grant licenses in respect of or otherwise turn to account the property, rights, or infonnation so acquired.

5. To act as or engage in the business of Super Star Trading House, Star Trading House, Export House and of buying and selling import entitlements and to act as agents, and / or commission agents, and / or distributors and/ or job work contractors and/ or indentors for or in respect of diamonds, pearls, corals, gems, rubies, emeralds, sapphires and all kinds of precious and semi-precious stones, including synthetic stones, all kinds of jewelleiy and jewels and precious and semi -precious metals.

6. To merge, amalgamate, take over or enter into any arrangement for sharing of profits, union of interest, co-operation, reciprocal concession, lease, license or otherwise with any person or company canying on transaction which the company is authorised to carry on or engage in.

7. To enter into any mangement with any Government or other authority, whether municipal, local or otherwise, or any person, whether natural or judicial, that may seem conducive to the company's objects or any of them; and to obtain from any $Uch Government or authority or person, any rights, privileges and concessions which the Company may think fit desirable to obtain; and to carry out, enjoy, exercise and comply with any such mangements, rights, privileges and concessions.

8. To establish or support or aid in the establishment and support of associations, institutions, funds, trusts, and conveniences for the benefit of past or present employees or Ditectors or other persons directly or indirectly connected with the business of the Company, or the dependents of such persons; and to grant pension, allowances or any other assistance, to make payment towards insurance; to subscribe or guarantee money for charitable or benevolent objects or useful objects for general public.

9. To purchase or import, take on lease or in exchange, hire or otherwise acquire in any manner, any movable or immovable property and any rights or privileges, which the Company may think necessaiy or convenient for the pwpose of its business and in particular any land. buildings, ciasements, machinery, plant and stock-in-trade.

10. To lend and advance money or give credit to any person or any Company; or to give guarantee or · indemnify for the payment of money of the perfonnance of contracts or obligations by any person;

to secure or undertake in any way the repayment of money lent or advanced to, or the liabilities incurred by any person. However, the Company shall not cany on any business of banking as defined by the law regulating banking operations in India.

-2--


I I. To borrow or secure money other than public deposits in such manner, as the Company may think fit or to make repayment of any debt, liability, or perform any contract entered into or the issue of debentures, petpel!Jlll or otherwise, charged upon all or any of the Company's property (both present and future), mcluding its uncalled capital; and to purchase, redeem or pay off any such securities.

12. To remunerate any person for services rendered, or to be rendered, in placing or assisting to place or gu:iranteeing the placing of any of the shares in the Company's capital or any debentures or other securities issued by company.

13. To draw, make, accept, end~rse, discount, execute, and issue promissory notes, bills of exchange, bills of lading, and other negotiable or transferable instruments.

14. To sell or dispose off, to improve, manage, develop or exchange the undertaking, property or rights of the company or any part thereof for such consideration as the company may think fit.

IS. To use such means of making known and advertising the business of the Company as may be expedient.

16. To apply for, promote and obtain any order, regulation, or any other authorisation.

I 7. To procure recognition of the Company in any manner in India and abroad.

~ 18. To issue or allot fully or partly paid shares or other securities in/of the capital of the Company in full payment or part payment of any movable or immovable property purchased or otherwise, acquired by the Company or any services rendered to the Company, and generally to raise funds for the business of the Company or any capital expenditure or project or working capital requirement, by way of issue of shares, debentures or any other type of securities, whether secured or not, whether to public through offer document or on private placement basis, or other wise and whether in India or abroad.

I 9. To take, hold or mortgage, liens and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Company's property of any kind sold by the Company, or any money due to the Company from buyer.

20. To purchase, acquire, deal in any energy necessary for the purposes of the business of the Company.

21. To pay out of the funds of the Company all or any expenses which the Company may lawfully pay for the services rendered for formation and registration of the Company, and for promotion of any other Company by it, subject to the applicable statutory provisions.

I 22. To make donations in cash or in kind for such objects or causes, whether related to any of the Company's objects or otherwise, which can .lawfully be made by the Company, as it may deem expedient, subject to provisions of Companies Act, 1956.

23. To aid and support, any person, association, body or movement, whose object is solution, settlement or surmounting of industrial or labour problems or the promotion of industry, trade or business of the Company or for the promotion of Science and Technology, Cultural activities, Sports, environment, rural development and other social and welfare activities.

24. To establish or support associations, institutions, schools, hospitals, guest houses, clubs, funds, and trusts which may be considered beneficial to any employees or ex-employees and to officers and ex-officers of the company or the dependents of any such person.

2S. To refer all questions, disputes or differences arising between the Company and any other person in.connection with or in respect of any matter relating to the business or affairs of the Company to Arbitration in such manner and upon such terms as the Company and such other person may

--3--


mutually agree upon in each case and such reference to Arbitration may be in accordance with the provisions of the law relating to Arbitration as may be prevailing in India then; or the international rules & regulation relating to Arbitration prevailing in sw:h place where the dispute under consideration is to be referred for arbitration; and to institute legal procoedings or defend any proceedings and to appoint Advocates, Consultants, Experts or Advisors in this behalf.

26. To negotiate, finalise and enter into any tie-up, joint venture, arrangement, or collaboration, technical, financial or otherwise with any person or Government for obtaining any grant, license or on other terms, formulae and other rights and benefits, and to obtain technical information, know how and expert advice for the business of the Company. ·

27. To arrange for marketing in India and abroad and sale of the products, by-products or services of the Company and pwcltase of raw materials, goods and articles as arc necessmy for canying on the business of the Company and, for that purpose, either to establish its own shops, show rooms, agencies, or marketing organisations, or to appoint selling or buying agents or distributors or both (whether individuals, firms or bodies corporate) in any place in or outside India and to allot, specify, alter or modify their areas of operation or the terms and conditions of their appointment and to pay remuneration to such selling or buying agents or distributors or both by way of such commission or in such other manner as the Company may deem fit.

28. To create any depreciation, depreciation fund, reserve, reserve fund, sinking fund, or any special or other fund whether for repayment of redeemable preference shares, redemption of debentures or debenture stock, for dividends, for equalising dividends, for repairing, improving. extending and maintaining any part of the property of the Company, or other wise.

29. To open and operate any type of bank accounts with Banks and obtain a-edit facilities, working capital facilities, or any other facilities required from the Bank for the business or purposes of the Company, with or without securities for its business and to pay money into and draw money from such accounts.

30. To train or pay for training in India or abroad of any of Company's employees I persons in the interest of or furtherance of the Company's objects; or to send any employees / persons any where in India or abroad to perform or accomplish any assignments or activities in connection with carrying out of any of the objects of the Company, whether on or at the client's site or any other place or site as may be indicated/directed by the client.

31. To construct, erect, establish a factoiy or factories and workshops, office premises, godowns, with suitable plants, engines, machines, tools, instruments for manufacture of any building materials, construction materials, or other products mentioned in the main object and also for manufacture and/or conversion of materials and articles made from the products stated in main object clause and materials used in the manufacture/ conversion and also to take on hire, lease, rent or acquire on hire purchase any plant, engines, machineries, machine parts, tools as referred to above from any one, to carry out the objects of the Company.

32. To secure guarantee and to carry on guarantee and counter guarantee business in particular guarantee the payment of advances, credits, bills of exchange and other commercial obligations or commitments or every description as well as the fulfillment of contracts and other trading and conunercial transactions of evecy description, whether at home or abroad and to indemnify any person against the same and to guarantee the payment of money secured by or payable under or in respect of any debenture, debenture stock, bond, mortgage, charge, security, contract or obligation of any person, persons or corporation or any authority, supreme, municipal, local or odlerwise.

33. To purchase, construct or otherwise acquire, erect, maintain or reconstruct buildings, offices and other things found necessaiy or convenient for the purpose of the Company and also to administer accommodation of all descriptions in connection with the business of the Company.

34. To promote, sponsor, undertake and carry out rural development including any programme for promoting the social 111'!d economic welfare of, or the uplift of the people in any rural area and to

--4-

..


incur any expenditure of any programme of rural development and to assist in the promotion or execution thereof either directly or through an independent agency or by making contributions or giving donations or in any other manner without prejudice to the generality of the foregoing progranune of rural development shall also include any programme for promoting the social and economic welfare programme for the uplift of the people to any rural area and the words "rural area" shall include such areas as may be regarded as rural areas under the law relating to Income Tax as may be applicable or any other law relating to the implementation of any of the above mentioned objects or purposes, and for this purpose transfer without consideration or at such fair or concessional value and subject to provisions of the relevant laws, divest the ownership of any property of the C'ompany to or in favour of any public or Local Body. or Authority or Central or State Government or any Public Institution or Trust.

35. To insure with any company, statutory body, authority, government or other person against losses, damages, risks and liabilities, of any kind which may affect the company either wholly or partly, and if thought fit, to effect any such insurance by joining indemnity association, federation or society and to accept any such insurance or any part thereto, for the account of the Company.

36. To employ or appoint on hire, professionals, experts, or consultants to investigate and examine into the condition, management, prospects, value, character and circumstances of any assets, property or rights of the company; or for obtaining quality certification, assisting in framing business practices., increasing employee productivity. restructuring & re-organisation of the company, forming human resource policies, advising in financial, legal & any other matters,

~ which are related to the business of the company, or for enhancing the business of the company.

37. To raise money on mortgage, pledge or other security of any property or assets of.the Company.

38. To undertake and execute any trusts for the benefit of employees and also to undertake and execute the offices of Executor of the will of any deceased person, administrator of any deceased persons, trustees for debenture holders or debenture stock holders of any company and to appoint trustees to hold securities on behalf of the Company.

39. To distribute any of the Company's property among the members in specie in respect of the event of winding-up subject to the provi~ions of the Companies Act.

40. To form, promote, subsidies, organise, join in, assist or aid in forming, promoting, subsidising, or gaining, or aiding companies having similar objects (whether as a subsidiary or otherwise), or partnerships of all kinds for the purpose of acquiring or taking over all or any of the property rights and liabilities of the Company or for carrying on any business., or for any other purpose which directly or indirectly can be done by the Company and also to acquire, purchase, merge, take over and / or amalgamate the Companies carrying on such business which, under existing circumstances from time to time may conveniently or advantageously be taken up by or combined

,, with the business of the Company.

41. To invite and receive with or without any such invitation, at any time receive any gifts of any property and offerings or voluntary donations or bequests and legacies either from shareholders or from any other persons for all or any of the objects of the Company with or without any specific conditions provided such receipts or the conditions attached are not inconsistent with or derogatory to any of the objects of the Company. Subject to any such conditions as aforesaid, all such gifts, donations, grants, offerings, legacies and bequest including land, building, and other immovable properties shall be treated as forming part of the property of the Company and be applied accordingly; the Directors shall invite or accept any such gift. donation. grant, offering legacy or bequest and they shall be at liberty to refuse any of them without giving any reason for such refusal.

42. To ~~ with. and invest ~~ surplus funds of the Company from time to time in government secunties or m other secunties or mvestment avenues, as may from time to time be determined and to sell or vary all such investments and to execute all assignments, transfers, receipts and documents that may be necessary in that behalf

-•• 5 ••


43. To provide for the weltllre of the employ- or ex-employees and Directors of the Company and wives, widows and families or the dependents of such persons by grant of money, pension, allowance, bonus or their payn1a1t or by c:reating and from time to time subscribing or contributing to provident fimds and other associations, institutions, trusts and by providing or subscribing towards medical or other attendance and other assistance as the Company shall think fit and to subscribe or to contribute or otherwise assist to charitable benevolent, national and /or other institutions or objects and to train or pay for the training in India or abroad of any of the Company's officers, employees or any candidate in the interest of or for furtherance of the Company's objects.

44. To establish competitions in respect of contributions of information suitable for insertion in any publications of the Company or otherwise for any ptuposes of Company, and to offer and grant pm.es, rewards and premiums of such character and on such terms as may seem expedient

45. To provide for and furnish or secure to any membcr:s or customers of the Company or to any subscribers or purchasers or possessors of any publications of the Company, or of any coupons or tickets, issued with any publications of the Company, any conveniences, advantages, benefits or special privileges which may seem expedient and either gratuitously or otherwise.

46. To receive any money other than public deposits, SOllllrities and valuables of all kinds, deposits at interest or otherwise for fixed periods and to lend money or any terms that may be thought fit particularly to customers or other persons or coq,orations having dealings with the Company. ~-However the Company shall not cany on any business of banking as defined by the Banking Law Regulating Banking operations in India and the power granted in this object are subject to the provision of Section S8-A of the Companies Act, I 9S6 or any modification or re-enactment for the time being in force and Directives of the Reserve Bank of India.

47. To establish depots, agencies and branches in different parts of India and abroad and to make experiments alone or jointly with others with a view to improving the Company's business and to establish and regulate agencies for the putpose of Company's business and to apply or join in applying to any parliament, municipal or other authority or body for any rights or privileges that may seem conducive to company'II objects or any of them and to oppose any proceedings or applications.

"8. To obtain any order of the Government or Act of legislature, statue, order, n,gulation and other authorisation and enactments, which the Company thinks as desirable and useful for attainmen~ of objects of the Company and /or are otherwise advantageous to the Company and for enabling the Company to cany on any of its objects into effect or for effecting any modification of Company's constitution and to oppose any bills, applications, proceedings, enactments, and regulations.

49. To do the things in India and abroad either as principal, agents, trustees or otherwise, whether ' alone or in cottjunction with others and by or through agents, Sub-Directors, trustees or otherwise.

(C) OTHER. OBJECTS ARE:

50. To be associated in fonning Co-operative Societies or Companies of bungalow owners, flat owners, house owners, shop owners of any other type of assets or estates for a playgrounds, recreational clubs, baths, swimming pools, lakes, schools, hospitals, amusement parks, water sports, or any other such type or kind of entertainment, recreational or welfare facilities which are provided jointly or in joint or co-ownership basis to the owners or members of any of the Co-operative Housing Societies and to manage, run, administer, act as managing agent, look after and participate in the working of such Co-<>perative Societies and to become a member of the Board of Directors or their General body or Fed«ation or Apex body and to make investment in such co-operative societies by subscribing to their shares or any other instrument or to contribute to their corpus or other fund and to take part in all the activities conducted by such Societies or any of their Federations.

--6--


51. To purchase, hold, acquire, mines, mining lease, mining licenses, mining rights, mining claims and metalliferours lands and to explore, search, work, exercise, develop, treat, mines and turn to account, ores, all sorts of major and minor minerals, working deposits of all kind of minerals and to crush, win, set, quarry, smelt, calcine, refine, dress, preserve, amalgamate, manufacture, manage, manipulate and prepare for market ore, metal and mineral substances of all kind and to carry on metallurgical operation and to obtain, produce, process, trade and deal in gold, silver, platinum, copper, zinc & other metals, stones of all types, coal, china clay, mica, gypsum, graphite, soap stone, dolomite, barrettes, bentonite, foundry minerals, light magnesium, precipitated silica, calcium, carbonate, ball clay, felspar, oxides, ceramics, chemicals and other like and allied material and natural products from earth.

52. To promote industrial finance by way of advances, deposits and to carry on in India or elsewhere the business of financing, money lending, bill discounting, factoring, corporate lending to advance money with or without securities, to provide finance to industrial enterprises on short term, medium term and long term basis, to provide finance on the securities of shares, stocks, bonds, debentures or other similar instruments to provide clean loan, to provide loans against fixed deposit receipts held with the Company, to participate in consortium finance with other institution or body corporate but the company shall not do banking business as defined in Law relating to banking operation in India to lend money, security and properties to or with any company, body corporate, firm, person or association whether falling under the same management or otherwise, with or without security and on such terms as may be defined from time to time and to carry on and undertake the business of primary and secondary market operations, capital market operations, to take acceptance and obligations, to provide guarantees and counter guarantees, to provide bridge loans, to provide foreign-exchange advisory services and loan syndication services; and to arrange and provide other financial services in all its branches; and to act as consultant, manager, advisor, representative, retainer or in any other capacity for the purpose of accomplishment of the objects under these presents.

53. Subject to the rules & regulations provided by the Securities & Exchange Board of India and any other appropriate Authorities from time to time and to carry on the business in all its branches of managing public issue & to act as broker, agent, sub-broker, underwriter, lead manager, co-manager, consultant, advisor, share transfer agent, and/ or registrars of shares or any other securities, advertising & publicity agent, printer, odd lot dealer and to buy, sell, adjust, subscribe, acquire, undertake, hold interest or deal in all kinds of shares, securities, stocks, bonds, fully / partly / non Convertible Debentures, Warrants, bullion, security as may be prevailing from time to time but the Company shall not carry on the business of Banking as defined under Law regulating Banking operations in India.

54. To provide and to deal in all kinds of financial documents like commercial papers, bills of exchange, hundies, 1.0.U's, promissory notes, and other negotiable instruments and securities

l, including Bill discounting.

55. To obtain foreign technical and industrial collaboration, know-how, to provide the same to industrial assistance and know-how on such terms and conditions as may be beneficial to the Company, and to encourage collaboration for setting up industries in and out of India and to establish, maintain, conduct, provide, procure or make available all types of services and to take such steps as may be necessary for the purpose of examining, inspecting and carrying out test and market research in respect of any project.

56. To carry on business of manufacturers and dealers in all types of rubber, leather, plastic, latex, celluloid, Bakelite and similar goods and their accessories and fittings.

57. To carry on business of manufacturers and dealers in entire range of fire fighting equipments, fire extinguishers, fire hose pipes, hose fittings, fire hydrants, valves, couplings, nozzles, suction couplings, adopters, buckets, electrical sirens, helmets and other protection equipments together with parts and accessories thereof and to aid, advise and provide fire protection systems for buildings, offices, industries and other premises.

--7--


58. To carry on the business of breweries, distillers, malters, licensed victualers of Indian made foreign liquor, beer, wine, country, liquors, spirits, alcohol, aerated minerals and artificial water and all kinds of other drinks.

59. To carry on business as merchants, dealers, processors, manufacturers of tobacco, biddies, cigarettes and other articles made of or with tobacco and related to tobacco.

60. To cany on the trade or business of manufllcitlrers of or lraders, oommission agents, buying and selling agents, importers, exporters and dealers in electronic machines and tabulators of every kind and description including Accounting Machines, Calculating Machines, Counting Machines, Cash registers, Tabulators, Sorting Machines, Copying and Reproducing Machines, Distributing Machines and Machineay Systems, Apparatus, Appliances and Devices based on Micro Processor based controls, including manufacture of peripherals, controls for disc units, tape units, central processing units and printers for communication netwodc, tenninals, add-on memories, various electronic systems and related electronic assemblies and sub-assemblies or any other electronic compolllllltS and assemblies for l.lllY attachment to the aforesaid or otherwise including electronic gadgets and electronic appliaru:es for office use or otherwise, and electronic test equipments, electronic typewriters, word processors and such other devices and electronic appliances for all purposes.

61. To cany on all or any of the business of lllllDllfadw:in processing, buying, selling, importing. .... exporting and dealing in all types of metals, ferrous and non -ferrous metals, their alloys, like iron & steel, special steels, aluminum, copper, lead, zinc and their products and of manufacturing and dealing in industrial machinery, and their components and accessories.

62. To cany on the business of manufacturers, assemblers, fabricators and dealers of engineering, scientific, mechanical, electrical, hydraulic, pneumatic, electronic, thermal, sonic, ultra sonic, optical, surgical and surveying equipments, electronic surveying equipments and instruments including radar equipments, remote control equipments and basic components such as valves, transistors, condensers, coils magnetic mat«ials and miaowave components, radiographs, phonographs, dicta phones, amplifiers, wireless sets, automobile parts, micrometers, dial indicators, ammeters, voltmeters,. watt meters,. power factor meters,. freqwmcy meters,. watt hours. meters, insulation testers, gauge counters, pressure and vacuum gauges, gas meters, oscilloscopes, stroboscopes, thermostats, temperature controllers, pyrometers, mixing dials and other meters and instruments.

63. To carry on the business of manufacturing, formulating, processing, refining, finishing. recovering, extracting, importing, exporting, buying, selling, distributing, wholesaling, retailing and dealing in (whether by wholesale or retail) in Sulphuric Acid, Hydrochloric Acid, Phosphoric 7 Acid, Nitric Acid, Acetic Acid, Boric Acid, Caustic Soda solid, Caustic Soda falkes, Caustic Soda Lye, Soda Ash. common. Salt,. Sodium Chloride. Amonium. Nilzat.e. all kinds of Acids. Drugs and Chemicals, Alkalies Antibiotic Pharmaceutical, Medicinal and Chemical preparations. Articles and Compounds ( whether of animal, vegetable or mineral organic) dyes, paints, pigments, oils, varnishes, resins, synthetic sera, medicines and other biological products and preparations.

64. To carry on the business of transport contractors, travel and tourist agents, tour operators, operator of vehicles, and as carriers of passengers, livestock, other animals and goods, as shipping, chartering, forwarding, and transport agents and contractors, stevedores, wharfingers, carting contractors, agents, superintendents, packers and haulers, as warehousement, and proprietors of warehouses, as fleet owners, coach and auto hirers and other vehicle proprietors, garage proprietors, engineers and electricians, and to acts as tourist agents, contractors and to facilitate traveling and to provide for tourist and travelers, the provisions of convenience of all kinds, and to construct, equip, maintain, work, purchase and let on hire aeroplanes and hovercraft for the carnage of passengers or freight and as carriers hy air by hovercraft, and act as general carriers and forward carriers by all means of transport by land, sea, inland waterways and airways and as stores of goods, merchandise of every kind and description. whatsoever and to purchase or otherwise acquire any land, docks, canals, waterways, warehouses, wharves, buildings or

I

--8--


machinery and to construct and equip the same, purchase, hire, take on charter any ships, tugs, arrages, motor trucks, motor lorries, motor cars, heavy duty vehicles including tempos, matadors, station wagons or any other vehicles or vessels of any description or kind and to make, work, equip and maintain railway and establish and carry on a tourist agency, travel bureau and booking office and to act as customs clearing agents.

65. To purchase, import, export, acquire, market, install, maintain, service, deal in apparatus of every description for industrial, commercial and domestic use and in particular Tele-printers, Telecommunication equipments, Computers, business machines, electronic machines, systems, electrical/ electronic, mechanical and electromechanical, products, machines, apparatuses, appliances, custom products, merchandise, software systems, including machines and / or systems for facsimile reproduction, facsimile transmission, facsimile reception, all types of computers, peripheral products, data processing machines, calculators, accounting systems, copiers, Xerox machines, EPABX Telephones & similar kind of systems, terminal products and systems, word processors and related facilities, their components, accessories, devices, spares of all kinds and machines systems suppliers, articles or things of character similar or analogous to the foregoing or any of them or connected with.

66. To carry on all or any of the business of printers, stationers, lithographers, type founder, stereotypes, chrome-lithographers, engravers, dye sinkers, bookbinders, designers, draughts men, paper and book sellers, publishers of newspaper, journals, magazines, books, periodicals and

.- other literary works and undertakings.

67. To carry on the business of manufacturers, designers, contractors, fabricators, installers, maintainers, dealers, buyers, sellers, importers and exporters of scientific, surgical, medicinal, healthcare, hospital and laboratory equipments and appliances, including hypodermic needles, hypodermic syringes, blades, knives, scalpels, anatomical, orthopedic, surgical and dental appliances of all requisites for hospitals, patients and invalids.

68. To carry on the business of advertising, publicity contractors and agents to acquire and dispose off advertising time, space or opportunities in any media, to undertake advertising and promotional campaigns of every nature, to acquire and provide promotional requisites.

69. To carry on business as manufacturers, processors, exporters, importers, distributors and dealers in all types of natural or synthetic resins such as alkyd resins of oxidising, semi-oxidising or non-oxidising varieties, modified alkyd resins of phenolated, styrented, acrylated, siliconized thioxtrophic, water soluble chain terminated or vinylated types pure or modified phenolic resins, estergum resins, resin modified molecules, hydro generated phenolic resins and resins and resins derivatives, resin modified alkyds, amino resins, saturated and unsaturated polyesters, epoxies, polyarnides, ketenic resins, acrylic resins of all varieties thermoplastic and thermosettings resins,

. '-. hydroceton resins, vinyl resins of different types, polymeric plasticizers, polythene, polycarbonates, silicons, plastics, resinous thermosetting and thermoplastic materials and cellulose materials, elastomer emulsions, polymers, surface and active and tanning agents.

70. To carry on business as manufacturers, processors, extractors, refiners, bleachers, exporters, importers, suppliers, storers, distributors and dealers in all kinds of vegetable oils and oil derivatives like castor oil, inseed oil, fish oil, kardi oil, niger seed oil and other vegetable oils and their derivatives and of crude oil, petroleum oil and petroleum products, waxes, batunes, naptha and tar products and oil and colour paints of all types and all kinds including lacquers, enamels, paints, varnishes, oils, distempers, dry colours, minerals, disinfectants, turpentine, compounds derivatives, intermediates and by-products of all or any of them.

71. To establish and maintain training, research and development station, all types of chemical and industrial technological centers, research testing laboratories, research centers, and machine designing centers for the purposes of improving and developing the know-how obtained and for improving new methods of manufacture of all types of various industrial machinery, technology; using computer and electronic technology for the same and manufacture of machine tools, equipments and other factors of production to develop science and technology.

--9--


72. To carry on the business of undertaking and setting up of all kinds of projects on tum key basis.

73. To carry on the business of manufacturing, assembling, repairing, remodeling, contracrors and dealers of all kinds and types of automobile vehicles, including pick-up vans, motor-can, auto-rickshaws, automobiles, tram cars, motor lorries, trucks and wagons, motor vehicles, cycles, bicycles, coBChes, agricultural implements machinery, horticultural, dauy, machinery, its components and accessories.

74. To cany on in India or abroad the business of a finance and investment company in all its branches and to sale, purchase, subscribe, acquire, undertake, hold, auction, convert or otherwise to deal in all types of shares, securities, stock, bonds, fully convertible debentures, partly convertible debentures, non-convertible debentures, debenture stocks, W8lTilllts, certificates, premium notes, mortgages, obligations, inter corporate deposits, call money deposits, public deposits, commercial papers and other similar instruments whether issued by government, semi government, local authorities, public sector undertuings, companies, corporations, co-operative societies and other similar organisations at national & international levels.

75. To carry on the business of Merchant Banking and /or Portfolio Management and provider of allied services subject to Securities and Exchange Board of India (Merchant Banking) Rules and Regulations, 1992 ( or any modification or re-enactment thereof for the time being in force} and such other approvals as may be required from other authorities and subject to compliance of any other law in this regard; and for that purpose to manage public issues and act as broker, agent, sub "' • broker, underwriter, lead manager, co-manager, consultant, advisor, share transfer agent, Registrar of Shares, advertising & publicity agent, printer, portfolio manager, odd lot dealer, or other intermediaries and to buy, sell, adjust, subscribe, acquire, undertake, hold, invest or otherwise deal in all kinds of shares, securities, stocks, bonds, fully convertible debentures, partly convertible debentures, non convertible debentures, warrants, premium notes and other similar instruments as may be prevailing from time to time, but not to carry on all or any part of banking business as contemplated by the Reserve Bank of India Act / Banking Regulation Act, 1949.

76. Sub~licab ·ons and restrictions in · regard, to apply for and to become ~ber in_ India or el f any stock exchange,_ stock exchange, Securities and

Exchange Board dia (SEBI), e Couuter'f'radfng xchange of ·a (OTCEI) and any other · · ar institution, authority, o · · on and hare & Stock brokers and all other activities, ch members can

.,.,.,_ To cany on the business as manufacturers, buyers, sellers, importers, exporters, distributors, '.) (p producers, assemblers, fabricators of transformers, voltage regulators, battery charges, battery

chargers, battery eliminators, testing sets, voltage stabilizers, conductors, enamel wires, v--_ cotton/paper covered conductors, fittings switches and distributor boards and other equipments in ~

connection with wires for wireless signaling, lighting, heating, moving power cables, lines, power stations, exchanges, accumulators, dynamos, switching, controlling and signaling apparatus and also of high tension and low tension transfonners, transmission t.owers, high voltage electrical porcelain brussings and insulation materials, electtical switch gear for high and low tension for alternate and direct current and also to manufacture, sell, supply and deal in accumulators, lamps, lamp components, meters, engines, dynamics, batteries, telephonic or telegraphic apparatus of any kind

~- To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market, import or ")'1 export or otherwise deal in all kinds of insulated cables and wires, rubber insulated cables and

/ wires, P.V.C. cables and flexible cords, cotton or silk braided, conduct wires and cables,

V telegraph and telephone cables, low and high tension paper, rubber or bitumen insulated lead covered power cables, armoured or non-armoured extra high tension shielded and belled power cables, signaling cables, accessories of power cables, cables with seamless aluminum sheath covered with a second seamless skin of thermoplastic material, overhead materials, bard copper, bronze, aluminum wires and cables solid or standard for telephone, telegraph and signaling

•• JQ ••


~ ;urposes, alwninum cables for overhead lines, bare copper and cadmium copper wire round or grooved for trolleys, buses, crane operation, aerials, furnaces, ship wiring, switch boards, bell wires, fuse wires, lead, lead alloy and tinned copper and all kinds of cables, wires, conductors and accessories.

7frTo manufacture, process, sell, distribute, market, import, export, buy, exchange, manipulate and otherwise deal in all kinds of scrap, granules, extruded articles including pipes, sections, profiles, sheets used in industrial, domestic or other purposes.

,.JI&. To carry on business of manufacturing, trading and dealing in salt and take on lease salt fields, ')<'\ buy or sell land for manufacturing salt, process, sea, lake water, to set up projects, machineries

for this purpose and to manufacture other chemicals, by products of salt.

8t} To carry on the business of preparing, bailing, combining, spinning, doubling, twisting, texturing, imparting, crimping, converting, calendering, testing, sizing, weaving, knitting, bleaching, processing, dyeing, ginning, cutting, scouring, winding, mercerizing, combing, printing, finishing, manufacturing, buying, selling, importing, exporting or otherwise dealing in all types of fibers, yams or their raw-materials, fabrics, synthetic fabrics, synthetic yarn, nylon, polyester, acrylic, viscose, polypropylene, terrene, terelene, cotton, linen, wool, silk, flex, hemp, jute, artificial silk, rayon, canvas and other fibers or textile substances, whether natural or synthetic or man made, in any state whether similar to the forgoing substances or not, including those which

~ may be invented in future and to treat, utilise and deal in any waste arising from any such operations and to manufacture, felted, knitted, looped and embroidered fabrics, lace and other types of manufactured, processed or decorated fabrics and to manufacture coated or laminated fabrics and ready made garments and apparels.

8\, To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market, import, export or otherwise deal in all kinds of rain wear, including umbrellas, raincoats, gumboots, shoes, sandals, chappals, caps, hats and other water protecting material.

8~ To manufacture, turn, bend, blend, mix, mould, melt, reshape, buy, sell, exchange, alter, improve, ~ulate, prepare for market, import or export or otherwise deal in all kinds of goods,

merchandise, products, things made out of plastics including plastic sheets, household goods, appliances and/or components, spares, accessories required in and utilised by and for any automobile industry or other industrial enterprises made by injection moulding or blow moulding process or any other process out of any kind of plastic either singly or laminated, impregnated or reinforced with any other materials.

81, To carry on business of engineers, millwrights, founders, machines, smiths, converters, ) metallurgist and manufacturers, fabricators, assemblers of all kinds of machinery, plants,

.ii, equipments, components, spares, accessories, implements and articles and to export, import, buy, sell, manufacture, repair, assemble, convert, alter, let on hire and otherwise deal in all kinds of machinery, plants equipments and all components, parts, accessories, fittings for all kinds of machinery, plants, equipments and articles and implements used in or capable of being used in connection with any machinery.

8S. To carry on the business of manufacturing, producing, processing, freezing, grinding, brewing, I distilling, dehydrating, blending, preserving, flavouring, buying, selling, importing, exporting and dealing in biscuits, papad, wafers, popcorns, noodles, other ready to eat provisions and preparations, flavours, essences, seasonings, milk and products including cheese, butter, cream, condensed milk, preserved milk, dried milk, concentrated milk, ice-creams, ghee, cakes, pastries, confectionery, sweets, candies, chocolates, toffees and other products of similar kinds.

~ o carry on the business of producers, extractors, miners, drillers, formulators, preparers, refiners, "S ;reservers, processors, importers, exporters, dealers, marketers, distributors, suppliers, of or J\ otherwise dispose off, refine, blend, process, pack or repack, trade and generally deal in oils, I Vtibricants, organic, inorganic chemicals, crude oils, petro-chemicals and their derivatives, resins,

alkalies, lubricating oils, transformer oils, white oils, machine oils, special oils, greases, waxes,

--11--


all kinds of industrial oils and oil compounds for all and other commercial and industrial uses. to cany on the business of manufacturers, exporters, importers, in ail kinds petrochemicals, petrol, petroleum products, petroleum derivatives of like waxes, paraffins, paraffin oils, and derivatives of crude petrolewn distillation, origin including petroleum coke, carbon black , calcined coke, carbon electrodes , graphite, and other similar products and to manufacture and deal in fuel oils, cutting o!ls greases .

..M: To own, construct, establish., buy, sell, furnish, run, operate, conduct, take over, manage, invest in q-t, or otherwise cany on the business of hotels, motels, resort, beach resort, clubs, holiday camps,

res1llUrallts, cafe,. ban, tavern, refreshment rooms, boarding and. lodging,. house keepen. casillos, amusement, recreation sports, games, entertainment, health, medical, spiritual, meditation centers, exhibition and show room centers, lli:eose victua1llrs, wine, beer, and spirit vendors, and merchants, brewers, maiters, distillers, and manufacturers and dealers of aerated minerals. and artificial .waters and other drinks, purveyors caterers for public amusement, job lll8llters, farmers, dailymen, ice and ice cream, merchants, dealers, and brokers of food, perfumers proprietors of clubs, baths, hairdressing rooms. laundries, reading, writing, and newspaper rooms h'braries, departmental stores, play grounds, gardens, and places of amusements, recreation, sport, health and sports club, libraries, swimming pools, night clubs, hair dressing and beauty-parlours, chemist shops, departmental stores, optician shops, massage houses, concert & dancing halls, discotheques and training institutions, music and dance centers, sports clubs, skating halls, boating and pudding pools, garage and service stations, repair shops, petrol pumps, petroleum products, SYJDnasiuros, safe deposit vault, car parks. hangers. ivory, novelfy and othm goods, "· merchants of tobacco, as the general merchants .

...88. To cany on the business of agriculture, farming, horticulture in all their branches including to q-") raise, plant, cultivate, grow, produce, buy, sell, import, export and otherwise trade or deal in and

/ with trees, plants, wines, seeds, roots, flowers, fruits, vegetables, grains, oils, garden produce, milk and dairy products and products of every description and all kinds of products and by products of the soil and to deal in any such produce either in prepared, manufactured or raw state and either by wholesalers or retailers .

...M-. To carry on in India or abroad the business to manufacture, develop, import, export, buy, sell, ~~stribute, transfer, lease, hire, licence, use, dispo!IINlff; operate, fabricate, construct, assemble,

record, maintain, repair, recondition, work, alter, convert, improve, Procure, install, modify and to act as consultant, agent, broker, franchiser, job worker, representative, advisor, or otherwise, to deal in ail kinds of electronic and electrical apparatuses, software, equipments, gadgets, peripherals, modulus, auxiliary instruments, tools, plants, machines, works, systems, conveniences, spares parts, accessories, devices, components, fixtures of different capacities, sizes, specifications, applications, descriptions and models may be used or in the filed of space aviations, surface water and air transports, railways, defense, medical, engineering, industries, constructions, mining, powers, traffics, offices, police, communications, trade, commerce, weather, satellites, research, hospit.als, hotels, advertisings, education, decoration, automobiles, geographical, tecreational, domestic and other purposes such as general pwpose and process control, information and word processina equipments, copying machines, electronic telephone exchange, typewriters, video games, signals or other similar items present or future.

-!19:'To establish, purchase, construct, build, equip or~acquire, take on lease or sub-lease ~ run, conduct, operate and maintain in India and cold storage chambers, godowns and

warehouses, refrigerators, room coolers, and freezing houses for storing and preserving all types of fruits, vegetables, dehydrated foods, provisions, medicines, commodities, articles, things and preparations of all kinds and descriptions whatsoever and to cany on the business of warehouse keepers, owners and letter of space, godowns, houses, buildings, stores, custodians, removers, storers, packers and carriers of every description · and to provide :llwilities for storage of commodities, articles, things, preparations of all kinds and descriptions, storage room, bins, godowns, clearing and forwarding and transportation, to issue warrants to persons warehousing goods wiili. the Company and to lend money upon the security of such goods.

--12--


9~ To carry on the business of importers, exporters, agents, distributors, representatives, dealers and to procure, purchase, acquire, buy, sell, deliver, dispose off or otherwise deal in any convenient manner in chemicals, pharmaceuticals, medicinal, industrial and other preparations, goods, articles, produces, products of the aforesaid business including their intermediates, auxiliaries, derivatives, distillations or fractions and whether directly from raw materials as first products or as by-products of all kinds and of any nature, fonn and description whatsoever relating to chemicals reagents ,compounds, stains, cements, powders, insecticides, pesticides fungicides, weedicides and the like, fertilizers and manures, synthetic resins, paints pigments, varnishes, colours, enamels, and dye stuffs, sizing materials, starch and textile auxiliaries, alcohols, soaps, oleaginous and sapordceous substances, cosmetics, toilet preparations, perfumery, essences, extracts, disinfectants, detergents and the like related to or pertaining to chemical and pharmaceutical industries in all its branches and also to cany on the business rendering services of all kinds.

9f. To produce, purchase, hire, lease, manufacture or otherwise acquire, hold, own, use. exhibit, sell, rent and license the use of and otherwise deal in and with all types of films, including motion films, cinematographic films, feature films, docurnenta,y films, television films, advertising films, photographic. lanterns, lights, prints and pictures by whatever process produced and films of any other kind to be hereinafter devised and to deal in jlly manner, in films both of our 1/ manufacture or the manufacture, Indian or foreign in India or "iMilli!;t;"'~butside India and also to 2--engage agents and/ or representatives of the above or any other purpose of the company and the use of chemical material, appliances, apparatus, cameras, stereoscopes, projecting machines,

< lenses, film processing and every equipments and projects used in the making, production, exhibition, use of disposition of films, motion pictures and to act as distributors and exhibitors of motion pictures produced by other company or otherwise including the running of theaters, cinemas, studios, cinematographic show, exhibition and planetariums and of cameras, studios, cine-films, video films, film processing equipments and projectors.

9.J. To carry on the business of manufacturers, producers, preparers, processors, refiner, exporters, \ importers of cartridges, explorers and intermediates, accessories and chemicals thereof to

manufacture, prepare, produce, process, refine, adapt, use in working or pack, store, fire, carry or dispose of intermediates, accessories, and chemicals.

94;) To carry on a general boat or ship breaking business and to build, lease, construct, own, operate, ) charter, maintain, buy, sell and otherwise deal with and to mortgage, charge or otherwise dispose

off ships, boats, vessels and boats of every type, class or kind whatsoever together with all materials, articles, tools, machineries and appliances, entering into a suitable and convenient for the construction or equipment thereof; together with engines, boilers, machineries and appurtenances of all kinds and tackle with furniture of all kinds, to construct, lease, purchase or otherwise acquire and own and use such docks, piers, warehouse and other terminal facilities, machineries, plants, equipments, and works and conveniences as may be convenient and

" necessary for the above business.

9;, To establish, construct, erect, maintain, run, manage, develop, own, acquire, purchase, undertake, 1 improve, equip, promote, initiate, encourage, subsidise and organise, hospitals, dispensaries,

clinics, diagnostic centers, polyclinics, pathology laboratories, research centers, operation theaters, chemist shops, blood banks, eye banks, nursing homes, physiotherapy centers, investigation centers and other similar establishments for providing treatment and medical reliefs in all its branches by all available means to public at large on suitable fees, concessional fees or on free of charge basis.

9~To carry on the business as Exporters, Importers, Traders, Dealers, Whole Sellers, Retailers, Buyers, Sellers, Merchants, Stockiest, Commission Agents, Indenting Agents, Manufactures'

~epresentatives, Selling Agents, Buying Agents, Importing Agents, Exporting Agents, Brokers, Distributors, lndentors in, of and for all kinds and types, of goods, Merchandise, Articles, Commodities, Products Substances, Materials and services; including their appliances, products, components and instruments.

L --13--


1/'\ .at: To carry on the business of manufacturins, ~ ac:quirins, developing, making, carrying. • VJ " buying. selling. providing, marketing, trading or dealing in, importing, exportins, servicing,

COlliUlting or advising for, registering. inventing, patenting, giving or taking on rent, lease, li<:en&e, f~ permission, approval, hire purchase, sell 811d lease back, exchange, barter, or like modes; all kinds and type! of technologies. inblllectual or intangible rights or properties. inf.ormatioo, ioveotions, patents, fonnulae, methods, systems, know•how, processes, applications, experiments, exploratioos, IINllysis, reports, write-ups. thesis, realisation, koowledge, expertise, developments, ~ch, analysis, techniques, brands, logos, trade marks, copy rights and the likes in every" discipline of Iodustry, Commerce, Science, Trades, Callings, Profession, iocluding but not restricted to Electronics, Electricity aod Electrical, Cor:oputms, Hardware, Softwan,, Information, Communication and Telecommumcatioa., Salellille, &tcrt8ioment, Media, Metallurgical, Mining. Textiles, Ioteroet, Intra-net, lot«aclive, Self-Smart/ Iotelligent, Robotics, Space, Rocket, loftastructure, Transport, Anm & Ammwtltioos, ~ Security, Censors, Medicines, Pharmaceuticals, Bio-Technology, Genetics, Solar, Energy, Rays, Chemicals, Rubber and L8llel( Prodw:ts, Cable & Optical Fiber, Aviation, Oil and Oas, Oil Field (Whether On Shore or Oft' Shore), Hydro Carbon and other :tucl, Petroleum, Retinories, etc. and to use the same for any conunercial. profitable or other purposes permitted by Law and to be and act any where in the world as technologists, service provider and consultants in the aforesaid.

A To canyon the business to desigo, develop, encourage, host, J)IOlllOte, maintain, make, undertake t;'7 con1nletS and sub-contracts, undertake RlSC8l'<:h and development, undertake, and provide l!CfVices, provide consultancy and solutions for value, give or take on lease, Jiceose, hire,, rent; process, purchaae, sell, import, export, supply, manufacture, make, produce, run, traosfor, train, teach, '

SJ , trade in, deal in; or act as agents, authorised 1ep.eaentalives, advisors, brokers, consultants, Y./ distributors, stociriest, providers, research groups. or to engage in 81lyW8f, whether singly or

jointly in collaboration, in association, in joint venture, or in tie-up with other entities, in all kinds and types of softwan, developments and software business Jib software products, software sySllems, software applications and in particular for or related to infonnatioo technology, commUDK:ation, internet, intranet, networlriog. WAN, LAN and its related protoools, OIS/OPS mapping. world wide wllb, Ioternet or web portals, on-line exchanges for e-commerce, or other kind of nets, any sights, locations, web page designing. media (including multi-media), ent«t.ainment, anirnftliM, movies, television and radio programmes and their telecasting / broadcasting, satellite channels, satellite transponders and their receiving and 01hei: stations. developing of various types, means and modes of adveitisiog, communication, ttansmitting data, infonnatioo technology, publicity, representations. views, ideas, opinions, programs and software fur on line applications, forms for interactive responses and like, and to do all such activities also in respect of computers, its firmware and hardware, commwtlcation and elC'ltrOnic hardware systems, information technology, turnkey projects for computer, commwtlcation and general electronic hardware and software systems, data collection, data entiy, data warehousing. data archival, data duplicating. data processing, data tralllCription, digitization of information available in various fonm, prOllellsing of these data and selling parts or whole of the processed or raw daui, -" facilitating and providing solutions for e-commerce, e-business, e-banking, e-solutions, e-security, cyber technologies running of training schools or other educational institutions, conducting training. seminars, tel)tUittneot and placement of trained employees / personnel and their placement on any assignment or job, conduct body shopping in all its forms, providing consultancy services in all the above areas as well as to do all the above activities in any of the areas of computer or electronics software, firmware, hardware, accessories, periphelllls, gadgets, apparatuses, mooems, multiplexes and other related tools and systems; and providing relalied consultancy, related technology and upgrading it from time to time, providing maintmumlle and other services in areas of internet, intranet, internet gateways, video conferencing. telephony, CODllilllllication, computer networking, cyber cafe, system intc,gration, computer applications, including repairing, upgrading and maintemmoe of such systems, and to act as to be and act any where in the world as service provider in tho internet areas as internet service provider with or without wire/line for computers, television, video, telephony and their related applications and solutions and also to act aa provider of all kinds and type of onJine or off line services including (but no restricted to) utility llCIVices, educational services, entea laio.nant services and broadband services.

--14--


<,g: To carry on the business of transport contractors, travel and tourist agents, tour operators, operator of vehicles, and as carriers of passengers, livestock, other animals and goods, as shil'l'ing, hartering, forwarding, and transport agents and contractors, stevedores, wharfingers, carting

tractors, agents, superintendents, packers and haulers, as warehousemen!, end propr1etors of warehouses, as fleet owners, coach and auto hirers and other vehicle proprietors, garage proprietors, engineers and electricians, and to acts as tourist agents, contractors and to facilitate traveling lllld to provide for tourist and travelers, the provisions of convenience of all kinds, lllld to construct, equip, maintain, work, purchase and let on hire aeroplanes and hovercraft for the camage of passengers or freight and as c81Tiers by air by hovercraft, and act as general c81Tiers and forward camers by all means of transport by land, sea, inland waterways and airways and as stores of goods, merchandise of every kind and description, whatsoever and to purchase or otherwise acquire any land, docks, canals, waterways, warehouses, wharve!, buildiilgs or machinery and to construct and equip the same, purchase, hire, take on charter any ships, tugs, barages, motor trucks, motor lorries, motor cars, heavy duty vehicles including tempos, matadors, station wagons or any other vehicles or vessels of any description or kind and to make, work, equip and maintain railway and establish and carry on a tourist agency, travel bureau and booking office and to act as customs clearing agents.

IV. The Liability of the members is limited.

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

~

b) The minimum paid-up Share Capital of the Company shall be Rs.1,00,000/- (Rupees One Lac Only).

• ••••••••••••••••••••••••••••••••••••••••••••••••

(~---

--15--

\

\


L We, the several persons whoi.d names, addresses description and occupations are subscribed hereunder are desirous of being formed into a Company in pursuance of this MEMORANDUM OF ASSOCIATION and we rt=spectively agree to take the number of shares in the capital of the Company set opposite our respective names :

Name, addreu, deacrfptfon and occupation. of each

Subscriber

/VI,· hi r P-:>h=f\S"" l i /' ~/<!> RG.Shf\11 &ho-Ne,,\,'/

2Jl GOI.S.c,,./o l c. "C..."' , I 6,.J {:f<- A,, r"' c:J e , IVh..xYlb~ L.,oo oo<·

Mumbai, Oatad :

Number of Equity Shares taken by each

Subscriber

Slgaanature of

Subscriber

CJ<!) c~ ·, ~U-l h.,ndNcJ ~ : ~~~

/

/

Signature Wltneaa and his name, address, description and

occupation


EXHIBIT I

18-10509-shl Doc 225-9 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit I Pg 1 of 24

')

REC. NO.

GENERAL STAMP OFFICE EXTENTED SALES COUNTER MMRDA BLDG, SANDRA (E)

MUMBAI - 400 051.

I. The name of the Compa PRIVATE LINIJED,

II•

~ '11. The Registered Office in the State of Mah.

The objects for whic arei:-

'<A>TIE MIN OBnECTS OF ,t COl'PANY ON ITS INC0RPDRATION1

}it • To carry on the business of designing, developing, framing, forming, making, manufacturing, producing, ~-marketing, modifying, building, encouraging, r<!fining,~. repairing, processing, preparing, 1 __.:t.abricat1ng, altering, dismantling, providing, 911 ct.a: :;ff«;;> removing, setting, converting, finishing, boiling, processing, assorting, cleaning, sawing, chiselling, clifting, blocking, polishing, cutting, fitting, triming,

I • ! buffing, contracting, sub-contracting, supplying, turn to account, let on hir<!, acquire, buy, sell, import, e:<port, and to act as agent, broker, adatia, wholesaler, retailer, stockist, distributor, franchiser, merchandiser, diamond merchants, gold smiths, silver smiths, Jewellers, or to set-up chain of design houses, stores or sho1>1-rooms, or othertaJise to deal in all shapes, sizes, kinds, varieties, designs, applications, combinations• uses of precious, semi precious, synthetic, imitation or natural stones • metals, including cut or/ uncut coarse and/ or polished gems, diamonds, industrial diamonds, boa.rt 1>1hether rough or coarse or polished, pearls, whether real or cultured, rubies, emeralds, saphires, corals, apparels, ornaments, gems, jewelleries, coins, bullion, antiques, manuscript, art pieces, goods, 1>1atches, clocks, paintings, frames, cutlerieg, fabrics, utensils, antiques, imitation jewelleries, articles, matters and things, their parts, accessori<!s, fittings, components, ingredients, and materials, thereof, made, partly, or •>1holly, of 9old, silver, platinum or other preciou,s or semi precious or any types of metal~ or any combinations and alloys thereof.

•


: 2

<B>OB.JECTS INCIDENTAL OR ANCILLARY TO Tl£ ATTAINPIENT CF MAIN 08JECIS1

2. To acquire and undertake the whole or any part of the business ( whether as a .going concern or not), property, asset9·, liabilities· or any other tangible or intangible matter or thing9 having value of any kind of any person, firm9 or Company or body corporate carrying on any bu<J&iness o,hich the Company is authori<J&ed to carry on or be possessed of oroperty suitable for the purpose of this Company.

3. To adopt pre- incorporation contracts entered into by the promoters with any person on behalf of the Company by way of ratification or substitution, to pay the consideration agreed in such contracts and to remuner•te any person or Company .for service rendered or to be rendered to the Company for the formation or promotion of the Company or for the acquisition of any property , licence, letter of intent, allotment, know how or similar thing by the Company and to pay the Company all the costs, charges or expenses of and incidental to the promotion, formation costs, charges or e:<penses of and incidental to the promotion, formation, registration and establishment of the Company and the issue of its capital.

4. To apply for, purchase or otherwise acquire, or own, give or take on hire or in any other manner possess or part with, any brands, patent, patent right, copyright, trade, marks, formulae, license, concessions, conferring any exclusive or limited right to use, or any secret or other information as to any invention which may seem capable of being used for any of the purpose of the company and to use, e><ercise, develop or ~rant licenses in respect of or otherwise turn to account the property, rights, or information so acquired.

5. To amalgamate or enter into any arrangement for sharing of profits <except entering into partnership), union of interest, co-operation, reciprocal concession, lease, license or otherwise with any person carrying on transaction u,hich the company is authorised to carry on or engage in.

6. To enter into any arrangement with any Government or other authority, whether municipal, local or otheru1ise, or any person, u,hether natural or j1-,dicial, that may seem conducive to the company's objects or any of them; and to obtain from any such Government or authority or person, any rights, privileges and concessions which the company may think fit desirable to obtain; and to carry out, enjoy, exerci9e and comply with any such arrangements, rights, privileges and concessions.


: 3

7. To establish or support or aid in the establishment and support of associations, institutions, funds, trusts, and conveniences for the benefit of past or present employees or Directors or other persons directly or indirectly connected with the business of the Company, or the dependents of such persons; and to grant pension,allowances or any other assistance, to make payment towards insurance; to subscribe or guarantee money for charitable or benevolent objects or useful objects for general public.

8. To purchase or import, take on lease or in exchange, hire or other~1ise acquire any movable or immovable property and any rights or privileges, ,,,h ich the company may think necessary or convenient for the purpose of its busineS1s and in particular any land, buildings, easements, machinery, plant and stock-in-trade ..

9. To lend and advance money or give credit to any person or any Company; or to give guarantee or indemnify for the payment of money of the performance of contracts or obligations by any person; to secure or undertake in any ~,ay the repayment of money lent or advanced to, or the liabilities incurred by any person. However, the company shall not carry on any business of banking as defined by the law regulating banking operations in India, and subject to the applicable provisions of the Companies Act and the Directives of the Reserve Bank of India.

10. To borrow or secure money in such manner, as the company may think fit or to make repayment of any debt, liability, or perform any contract entered into or the issue of debentures, 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 pay off any such securities.

11. To remunerate any person for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the company's capital or any debentures or othl!r securities issued by company.

12. To draw, make, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, bills of lading, and other negotiable or transferable instruments.

13. To sell or dispose off, to improve, manage, develop or exchange the undertaking, property or rights of the company or any part thereof for such consideration as the company may think fit.

14. To use such means of making kno~,n and adverti11inq the business of the company as may be expedient.


I 4 I

15. To apply for, promote and obtain any order, regulation, or any other authorisation.

16. To procure recognition of the company in any or place outside India.

country

17. To issue or allot fully or partly paid shares in the capital of the company in full payment or part payment of any movable or immovable property purchased or otherwise, acquired by the company or any services rendered to the company, and generally to raise funds for the business of the Company or any capital eNpenditure or project or working capital requirement, by ~,ay of issue of shares, debentures or any other type of securities, whether secured or not, whether to public through offer document or on private placement basis, and whether in India or abroad.

18.

19.

20.

21.

22.

23 ..

To take, hold or mortgage, liens and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of th11 company's property of any kind sold by the company, or any money due to the company from buy11r.

To deal in gas and generate electricity or any oth11r energy necessary for the purposes of the business of the company.

To pay out of the funds of the company all or any eNpenses which the company may 1 a~1fu lly p.ay for the 15-ll!rvices rendered for formation and registration of the company, and for promotion of any other company by it' subject to the provision of the Law.

To make donations in cash or in kind for such objects or causes, ~,hether related to any of the company's objects or otherwise, which can lu1fully be made by the Company, as it may deem eNpedient.

To aid and support, any person, association, body or movement, ~,hose object is solution, settlement or surmounting of industrial or labour problems or the promotion of industry, trade or business of the Company or for the promotion of Science and Technology, Cultural activities, Sports, environment, rural development and other social and welfare activities.

To establish or support associations, institutions, schools,hospitals, guest houses,clubs,funds, and trusts which may be considered beneficial to any employees or ex-employees and to officers and eN-officers of the company or the dependents of any such person.


5 '

24. To refer all questions, disputes or differences arising between the Company and any other person in connection ~,ith or in respect of any matter relating to the business or affairs of the Company to Arbitration in such manner and upon such terms as the Company and such other person may mutually agree upon in ea.ch case and such reference to Arbitration may be in accordance ~,ith the provisions of the law relating to Arbitration as may be prevailing in India then; or the international rules ~ regulation relating to Arbitration prevailing in such place where the dispute under consideration is to be referred for arbitration; and to institute legal proceedings or defend any proceedings and to appoint Advocates, Consultants, experts or Advisors in this behalf.

25. To negotiate, finalise and enter into any tie-up, arrangement, or collaboration, technical,financial or otherwise with any person or Government for obtaining any grant, license or on other terms, formulae and other rights and benefits, and to obtain technical information, knowhow and expert advice for the business of the Company.

26. To arrange for marketing in India and a.broad and sale of the products, by-products or services of the Company and purchase of ra.¥1 materials, goods and articles as a.re necessary for carrying on the business of the Company and, for that purpose, either to establish its own shops, agencies, or marketing organi11ations or to appoint selling or buying agents or distributor• or both <whether individuals, firms or bodies corporate) in any place in or outside India and to allot, specify, alter or modify their areas of operation or the terms and conditions of their appointment and to pay remuneration to such selling or buying agents or distributors or both by way of such commission or in such other manner as the Company may deem fit.

27. To create any depreciation, depreciation fund, reserve, reserve fund, sinking fund, or any special or other fund ¥1hether for repayment of redeemable preference shares, redemption of debentures or debenture stock, for dividends, for equalising dividends, for repairing, improving, extending and maintaining any part of the property of the Company.

28. To open and operate any type of bank accounts with Banks and obtain credit facilities ~,ith or ~,ithout securities for its business and to pay money into and dra.~, money from such accounts.

29. To train or pay for training in India or a.broad of any of company's employees/ persons in the intere~t of or furtherance of the company's objects; or to send any employees / persons any ¥1here in India or abroad to perform or accomplish any assignments or activities in


: 6 C

connection uiith carrying out of any of the objects of the Company, whether on or at the client's site or any other place or site as may be indicated/directed by the client.

30. To construct,erect, establish a factory or factories and workshops, office premises, godowns, with suitable plants,engines, machines, tools, instruments for manufacture of products mentioned in the main object and also for manufacture and/or conversion of materials and articles made from the products stated in main object clause and materials used in the manufacture/ conversion such as cutting, treating, moulding, pasting,binding, shaping, uirapping, closing, forming, filling, sealing, hermoforming, vacuum forming, fabricating, e><truding or other chemical mechanical, electricity or manual operations for making the articles and also to take on hire, lease, rent or acquire on hire purchase any plant, engines, machineries, machine parts, tools as referred to above from any person, government, central or state or any government department or undertaking to carry out the objects of the Company.

31. To secure guarantee and to carry on guarantee and counter guarantee business in particular guarantee the payment of advances, credits, bills of exchange and other commercial obligations or commitments or every description as •iell as the fulfillment of contracts and other trading and commercial transactions of every description, whether at home or abroad and to indemnify any person against of same and to guarantee the payment of money secured by or payable under of in respect of any debenture, debenture stock, bond, mortgage, charge, security, contract or obligation of any person, persons or corporation or any authority, supreme, municipal,local or other wise.

32. To purchase, construct or othero,ise acquire, erect, maintain or reconstruct any buildings, offices and other things found necessary or convenient for the purpose of the Company and also to administer accommodation of all descriptions in connection ,,,ith the business of the Company.

33. To promote, sponsor, undertake and carry out rural development including any programme for promoting the 111ocial and economic b1elfare of, or the uplift of the people in any· rural area and to incur any expenditure of any programme of rural development and to assist in the promotion or execution thereof either directly or through an independent agency or by making contributions or giving donations or in any other manner b1ithout prejudice to the generality of the foregoing programme of rural development shall also include any programme for promoting the social and economic welfare programme for the uplift of the


: 7

people to any rural area and the 1>1ords "rural area" shall include such areas as may be regarded as rural areas under the la1>1 relating to Income Tai< as may be applicable or any other la1>1 relating to the implementation of any of the above mentioned objects or purposes, and for this purpose transfer without consideration or at such fair or concessional value and subject to provisions of the relevant laws, divest the 01>1nership of any property of the Company to or in favour of any public or Local Body, or Authority or Central or State Government or any Public Institution or Trust.

34. To insure 1>1ith any company, statutory ·body, authority, government or other person against losse11, damage11,. risks and liabilities, of any kind which may affect the company either wholly or partly, and if thought fit, to effect any such insurance by joining or indemnity association, federation or society and to accept any such insurance or any part thereto, for the account of the Company.

35. To employ or appoint on hire, professiona.ls, e:<perts, or consultants to investigate and eKamine into the condition, mana.gement, prospects, value, character and circumstances of any assets, property or rights of the company; or for obtaining quality certification, assisting in framing business practices, increasing employee productivity, restructuring & reorganisation of the company, forming human resource policies, advising in financial, legal & any other matters, which are related to the business of the company, or for enhancing the business of the company.

36. To raise money on mortgage and/or pledge of any of the property or assets of the Company.

37. To undertake and eKecute any trusts for the benefit of employees and also to undertake and ei<ec:ute the offices of Executor of the will of any deceased person, administrator of any deceased persons, trustees for debenture holders or debenture stock holders of any company and to appoint trustees to hold securities on behalf of the Company.

38. To distribute any of the Company's property among the member11 in specie in re11pect of the event of

1>1 ind i ng-up ssub j ec t to the provisions of the Companies Act.

39. To form, promote, subsidies, organise and assist or aid in forming, promoting, subsidiesing, or gaining, or aiding companies having similar objectss or partner,ships of all kinds for the purpose of acquiring or taking over all or any of the property rightss and liabilities of the Company or any other purpose which may directly or indirectly can be done by the Company and al,so to acquire, purchase, take over and/ or amalgamate the


: 8 :

Companies which, under eKisting circumstances from time to time may conveniently or advantageously be combined •lith the business of the Company.

40. To invite and receive ,.,ith or 1'1ithout any such invitation, at any time receive any gifts of any property and offerings or voluntary donations or bequests and legacies either from shareholders or from any other persons for all or any of the objects of the Company ••ith or ••ithout any specific conditiom; provided such receipts or the conditions attached are not incon•istent ••ith or del"ogatol"y to any of the objects of the Company. Subject to any •uch conditions as afol"esaid, all such gifts, donation•, gl"ants, offerings,legacies and bequest including land, building, and other immovable propel"ties shall be tl"eated as forming part of the property of the Company and be applied accol"dingly; the Directors shall invite or accept any such gift, donation, grant, offering legacy or bequest and they shall be at liberty to refuse any of them 1'1ithout giving any reason for such refusal,

41. To deal ••ith and invest the surplus fund• of the Company from time to time in government securities or in other securities OI" investment avenues, as may from time to time be determined and to sell or vary all such investments and to eKecute all assignments, transfers, receipts and documents that may be necessary in that behalf.

42, To provide for the •1elfare of the employee111 or ex-employees of the Company and wives, wido...s and families or the dependents of such persons by grant of money, pension, allowance, bonus or their payment or by creating and from time to time subscribing or contributing to provident funds and other associations, institutions, tru•ts and by providing or subscribing towards medical or other attendance and othel" as•istance as the Company shall think fit and to subscribe or to contribute or otherwise assist to charitable benevolent, national and/or other institutions or objects and to train or pay for the training in India or abroad of any of the Company's officer•, employees or any candidate in the interest of or for furtherance of the Company's objects.

43. To establish competitions in respect of contributions of information suitable for insertion in any publications of the Company or other~•i•e for any purposes of Company ,and to offer and grant prizes, rewards and premiums of such character and on such terms as may seem eKpedient.


9 '

44. To provide for and furnish or secure to any members or customers of the Company or to any subscribers or purchasers or possessors of any publications of the Company, or of any coupons or tickets, issued with any publications of the Company, any conveniences, advantages, benefits or special privileges which may seem expedient and either gratuitously or otherwise.

45. To receive any money, securities and valuables of all kinds, deposits at interest or otherwise for fixed periods and to lend money or any terms that may be thought fit particularly to customers or other persons or corporations having dealings with the Company. However the company shall not carry on any business of banking as defined by the Banking la,., Regulating Banking operations in India and subject to the provision of Section 58-A of the Companies Act, 1956 or any modification or re-enactment for the time being in force and Directives of the Reserve Bank of India.

46. To establish depots, agencies and branches in different part of India and abroad and to make e:<periments alone or jointly ••ith others ••ith a vie,., to improving the Company's business and to establish and regulate agencies for the purpose of Company's business and to apply or join in applying to any parliament, municipal or other authority or body for any rights or privileges that may seem conducive to company's objects or any of them and to oppose any proceedings or applications.

47. To obtain any order of the Government or Act of legislature, statue, order, regulation and other authorisation and enactments, ,.,hich the Company thinks as desirable and useful for attainment of objects of the Company and/or are otherwise advantageous to the Company and for enabling the Company to carry on any of its objects into effect or for effecting any modification of Company's constitution and to oppose any bills, applications, proceedings, enactments, and regulations.

48. To do the things in any part of the •1orld either as principal, agents, trustees or otherwise, whether alone or in conjunction with others and by or through agents, Sub-Directors, trustees or otherwise.

(C) OTHER OBJECl81

49. To purchase, hold, acquire, mines, mining lease, mining licenses, mining rights, mining claims and metalliferours lands and to e:,plore, search, ••ork, ei<erc ise, develop, tro,at, mines and turn. to account, ores, all sorts of major and minor minerals, working deposits of all kind of minerals and to crush, win, set, quarry, smelt, calcine, refine, dress, preserve, amalgamate, manufacture, manage, manipulate and prepare for market ore, metal


1 f) :

and mineral 11ub•tance15 of al 1 kind and to carry on metallurgical operation and to obtain, produce, proce1115, trade and deal in gold, silver, platinum, copper, zinc & other metals, 11tones of all type11, coal, china clay, mica, gyp11um, graphites, 11oap stone, dolomite, barytes, bentonite, foundry minerals, light magnesium, precipitated silica, calcium, carbonate, ball clay, felspar, oxide11, ceramics, chemicals and other like and allied material and natural products from earth.

50. To promote industrial finance by ~,ay of advances, deposits and to carry on in India or elsewhere the business of financing, money lending, bill discounting, factoring, corporate lending to advance money with or without securitie11, to provide finance to industrial enterprise• on short term, medium term and long term basis, to provide finance on the securities of shares, stocks, bonds, debentures or other similar instruments to provide clean loan, to provide loans again11t fixed deposit receipts held with the Company, to participate in consortium finance ~,ith other institution or body corporate but the company shall not do banking business a11 defined in Law relating to banking operation in India to lend money, security and propertie,s to or ~,ith any company, body corporate, firm, person or association whether falling under the same management or otherwi11e, with or without 11ecurity and on such terms as may be defined from time to time and to carry on and undertake the busines11 of primary and secondary market operations, capital market operations, to take acceptance and obligations, to provide guarantees and counter guarantees, to provide bridge loans, to provide forex advisory service• and loan 11yndication 15ervices; and to arrange and provide other financial services in all its branche11; and to act as con11ultant, manager, advisor, representative, retainer or in any other capacity for the purpose of accomplishment of the objects under the11e presents.

51. Subject to the Rules & regulations provided by the Securities & Exchange Board of India and any other appropriate Authorities from time to time and to carrv on the business in all its branches of managing public issue II< to act as broker, agent, sub-broker, underwriter, lead manager, co-manager, consultant, advisor, share transfer agent, and/ or registrar• of shares or any other securitie11, advertising II< publicity agent, printer, odd lot dealer and to buy, sell, exchange, adjust, 11ubscribe, acquire, undertake, hold interest or deal in all kinds of share•, securities, stocks, bonds, fully / partly / non Convertible Debentures, Warrant•, bullion, security a11 may be as may be prevailing from time to time but the Company shall not carry on the busine11s of Banking as defined under La~ regulating Banking operations in India.


: 1 t

52. To provide and to deal in all kinds of financial documents like commercial papers, bills of exchange, hundies, I.O.U's, promissory notes, and other negotiable instruments and securities including Bill discounting.

53. To obtain foreign technical and industrial

54.

55.

56.

57.

58.

collaboration, know-how, to provide the same to industrial assistance and kno~1-ho~, on such terms and conditions as may be beneficial to the Company, and to encourage collaboration for setting up industries in and out of India and to establish, maintain, conduct, provide, procure or make available all types of services and to take such steps as may be necessary for the purpose of examining, inspecting and carrying out test and market research in respect of any project.

To carry on business of in all types of rubber, celluloid, backelite and accessories and fittings.

manufacturers and leather, plastic,

similar goods and

dealers late1<, their

To carry on business of manufacturers and dealers in entire range of fire fighting equipments, fire extinguishers, fire hose pipes, hose fittings, fire hydrants, valves, couplings, nozzles, suction couplings, adopters, buckets, electrical sirens,helmets and other protection equipments together with parts and accessories thereof and to aid, advise and provide fire protection systems for buildings, offices, industries and other premises.

To carry on business of breweries, licensed victualers of Indian mode

distillers, malters, Foreign liquor,

alcohol, aerated kinds of other

beer, wine, country, liquors, spirits, minerals and artificial water and all drinks.

To carry on business as merchants, dealers, processors, manufacturers of tobacco, biddies, cigarettes and other articles made of or with tobacco and related to tobacco.

To be associated in forming Co-operative Societies or Companies of bunglow owners, flat owners, house o~,ners, shop owners of any other type of assets or estates for a playgrounds, recreational clubs, baths, swimming pools, lakes, schools, hospitals, amusement parks, water sports, or any other such type or kind of entertainment, recreational or ~,elfare facilities ~,hich are provided jointly or in joint or co-ownership basis to the owners or members of any of the Cooperative Housing Societies and to manage, run, administer, act as managing agent, look after and participate in the working of such Co-operative Societies and to become a


12;

member of the Board of Directors or their General bodv or Federation or Apex body and to make investment in such co-operative societies by subscribing to their shares or any other instrument or to contribute to their corpus or other fund and to take part in all the activities conducted by such Societies or any of their Federations.

59. To acquire, o~in, buy, sell, purcha11e, give or take on lease or rent, develop, construct, build, renovate, improve, maintain, exchange or otherwise own property, estate, lands, bunglows, villas, cottages, buildings, hereditaments, flats, garages, house11 including ro~, houses, pent houses, duplexes, halls, auditoriums, godo~1n,s, mills, factories, cha~1ls, housing colonies, dwelling houses, towers, shops or shopping complexes, bridges, flyovers, roads, playgrounds, recreational clubs, baths, swimming pools, lakes, schools, hotels, hospitals, amusement parks, water sports, or any such type or kind of entertainment, recreational or welfare facilities ~,ith or ~,ithout any landed properties of any tenure or description and any estate or interests therein whether on the earth, under the earth or in the sky/ space, or under or above water, or at any s•.1ch place, whether static or floating, together ~,i th all buildings and structures standing thereon with any rights connected ~,ith or to them, or other immovable properties and to turn the same to account as may be expedient and in particular by laying out and preparing land for building purposes and preparing building site by planning, paving, draining and cultivating land by demolishing, constructing, reconstructing, altering, improving, furnishing, maintaining, administering, equipping the same or other landed properties and to consolidate and connect and sub-divide properties by leasing or otherwise disposing off the same and to advance money and to act as or to enter into agreements of all kinds with builders, contractors, erectors, architects, decorators, plumbers, electricians etc.

60. To carry on the trade or business of manufacturers of or traders, commission agents, buying and selling agents, importers, exporters and dealers in electronic machines and tabulators of every kind and description including Accounting Machines, Calculating Machines, Counting Machines, Cash registers, Tabulators, Sorting Machines,Copying and Reproducing Machines, Distributing Machines and Machinery Systems, Apparatus, Appliances and Devices based on Micro Processor based controls, including manufacture of peripherals, controls for disc units, tape units, central processing uni ts and pr inters for commun teat ion net~1ork, terminals, add-on memories, various electronic systems and related electronic assemblies and sub-assemblies or any other electronic components and assemblies for any attachment to the aforesaid or otherwise including electronic gadgets and electronic appliances for


, 13 •

office use or otherofise, and electronic equipments, electronic type .. 1riters, ,.,ord processors such other devices and electronic appliances for purposes.

test and all

61. To carry on all or any of the business of manufacturing, processing, buying, selling, importing, e:<porting and dealing in all types of metals, ferrous and non-ferrous metals, their alloys, like iron & steel, special steels, aluminium, copper, lead, zinc and their products and of manufacturing and dealing in industrial machinery, and their components and accessories.

62. To carry on the business of manufacturers, assemblers, fabricators and dealers of engineering, scientific, mechanical, electrical, hydraulic, pneumatic, electronic, thermal, sonic, ultra sonic, optical, surgical and surveying equipments, electronic surveying equipments and instruments including radar equipments, remote control equipments and basic components such as valves, transistors, condensers, coils magnetic materials and micro .. ,ave component•, radiograph11, phonographs, dicta phones, amplifiers, 01ireles11 set•, automobile parts, micrometers, dial indicators, ammeters, voltmeters, watt meters, power factor meters, frequency meters, o,att hours meter!ll, insulation testers, gauge counters, pre!ll!IUre and vacuum gauges, gas meters, oscilloscopes, stroboscopes, thermostats, temperature controllers, pyrometers, miKing dials and other meters and instruments.

63. To carry on the business of manufacturing, formulating, processing, refining,finishing, recovering, eKtracting, buying, selling, distributing and dealing in <whether by ,.,hol esal e or retai 1) in Sulphuric Ac id, Hydrochloric Acid, Phosphoric Acid, Nitric Acid, Acetic Acid, Boric Acid, Caustic Soda solid, Caustic Soda falkes, Caustic Soda Lye, Soda Ash, common Salt, Sodium Chloride, Amonium Nitrate,all kinds of Acids,Drugs and Chemicals, Alkalies Antibiotic Pharmaceutical, Medicinal and Chemical prep a rat ions, Articles and Compounds (01hether of animal, vegetable or mineral organic) dyes, paints, pigments, oils, varnishes, resins, synthetic sera, medicines and other biological products and preparations.

64. To carry on the business of transport contractors, travel and tourist agents, tour operators,operator of vehicles, and as carriers of passengers, livestock, other animals and goods, as shipping, chartering, for .. ,ard ing, and transport agents and contractors, stevedores, ••harf ingers, carting contractors, agents, superintendents, packers and haulers, as ,.,arehousement, and proprietors of warehouses, as fleet o,.,ners, coach and auto hirers and other vehicle proprietors, garage proprietors, engineers and electricians, and to acts as touris.t


: 14 :

agents, contractors and to facilitate traveling and to provide for tourist and travelers, the provisions of convenience of all kinds, and to construct, equip, maintain, work, purchase and let on hire aeroplanes and hovercraft for the carriage of passengers or freight and as carriers by air by hovercraft, and act as general carriers and forward carriers by all means of transport by land, sea,inland waterways and airways and as stores of goods, merchandise of every kind ·and description, whatsoever and to purchase or otherwise acquire any land, docks, canals, .,,ater~iays, warehouses, wharves, buildings or machinery and to construct and equip the same, purchase, hire, take on charter any ships, tugs, barages, motor trucks, motor lorries, motor cars, heavy duty vehicles including tempos, matadors, station wagons or any other vehicles or vessels of any description or kind and to make, .,,ork, equip and maintain raih,ay and establish and carry on a tourist agency, travel bureau and booking office and to act as customs clearing agents.

65. To purchase, import, eMport, acquire, market, install, maintain, service, deal in apparatus of every description for industrial, commercial and domestic use and in particular Tele-printers, Telecommunication equipments, Computers, business machines, electronic machines, systems, electrical/ electronic, mechanical and electromechanical,products, machines, apparatuses, appliances, custom products, merchandise, software systems, including machines and / or systems for facsimile reproduction, facsimile transmission, facsimile reception, all types of computers, peripheral products, data processing machines, calculators, accounting systems, copiers, Xero:< machines, EPABX Telephones~ similar kind of systems, terminal products and systems, word processors and related facilities, their components, accessories, devices, spares of all kinds and machines systems suppliers, articles or things of character similar or analogous to the foregoing or any of them or connected with.

66. To carry on all or any of the business of printers, stationers, lithographers, type founder, stereotypes, chrome-lithographers,engravers,dye sinkers,bookbinders, designers, draughts men, paper and book sellers, publishers of newspaper, journals, magazines, books, periodicals and other literary works and undertakings.

67. To carry on the business of manufacturers, designers, contractors, fabricators, installers, maintainers, dealers, buyers, sellers, importers and exporters of scientific, hospital and laboratory equipments and appliances including hypodermic needles, hypodermic syringes, blades, knives, scalpels, anatomical, orthopedic, surgical and dental appliances of all requisites for hospitals, patients and invalids.


: 15:

68. To carry on the business of advertising, publicity contractors and agents to acquire and dispose off advertising time, space or opportunities in any media, to undertake advertising and promotional campaigns of every nature, to acquire and provide promotional requi11ite11.

69. To carry on business as manufacturers, processors, exporters, importers, distributors and dealers in all types of synthetic resins such as alkyd resins of oxidising, semi-oxidising or non-o:<idising varieties, modified alkyd resin• of phenolated, styrented, acrylated, siliconized thioxtrophic, water soluble chain terminated or vinylated types pure or modified phenolic resins, estergum resins, resin modified maleics, hydro generated phenolic resins and resins and resins derivatives, resin modified alkyds, amino resins, saturated and unsaturated polyesters, epoxies, polyamides, ketenic resins, acrylic resins of all varieties thermoplastic and thermosettings resins, hydroceton resins, vinyl resins of different types, polymeric plasticizers, polythene, polycarbonate•, silicons, plastics, resinous thermosetting and thermoplastic materials and cellulosic materials, elastomer emulsions, polymers, surface and active and tanning agents.

70. To carry on business as manufacturers, processors, e:<tractors, refiners, b le ache rs, exporters, importers, suppliers, starers, distributors and dealers in vegetable oils and oil derivatives like castor oil, linseed oil, fish oil, kardi oil, niger seed oil and other vegetable oils and their derivatives and of crude oil, petroleum oil and petroleum products, waKes, batunes, naptha and tar products and oil and colour paint• of all types and all kinds including lacquers, enamels, paints, v.arnit1hes, oils, distempers, dry colours, minerals, disinfectants, turpentine, compounds derivatives, intermediates and by-i:v-oducts of all or any of them.

71. To establish and maintain training research and development station, all types of chemical and industrial technological centers, research testing laboratories, research centers, all types of chemical technology research testing laboratories and machine designing centers for the purposes of improving and developing the know-ho~, obtained and for improving new methods of manufacture of all types of various industrial machinery, technology;using computer and electronic technology for the same and manufacture of machine tools, equipments and other factors of production to develop science and technology.

72. To carry on the business of undertaking and setting up of all kinds of projects on turn key basis.


C 16 C

73. To carry on the business of manufacturing, assembling, repairs, remodeling, contracts and dealers of all kinds and types of automobile vehicles, including pick-up vans, motor-cars, auto-ricksha•••, automobiles, tram cars, motor lorries, trucks and ••agons, meter vehicles, cycles, bicycles, coaches, agricultural implements machinery, horticultural, dairy, machinery, its components and accessories.

74. To carry on in India or elsewhere the business of a finance and investment company in all its branches and to sale, purchase, exchange, subscribe, acquire, undertake, hold, auction, convert or otherwise to deal in all types cf shares, securities, stock, bonds, fully convertible debentures, partly convertible debentures,non-convertible debentures, debenture stocks, warrants, certificates, premium notes, mortgages, obligations, inter corporate depo,;;i ts, call money deposits, public deposits, commercial papers and other similar instruments whether issued by government, semi government, local authorities, public sector undertakings, companies, corporations, co-operative societies and other similar organisations at national & international levels and to do all incidental acts and things necessary for the attainment of above objects.

75. To carry on the business of Marchant Banking and /or Portfolio Management and provider of allied services subject to Securities and Exchange Board of India <Marchant Banking> Rules and Regulations, 1992 (or any modification or re-enactment thereof for the time being in force> and such other approvals as may be required from other authorities and subject to compliance of any other law in this regard ; and for that purpose to manage public issues and act as broker, agent, sub broker, underwriter, lead manager, co-manager, consultant, advisor, share transfer agent, Registrar of Shares, advertising & publicity agent, printer, portfolio manager, odd lot dealer, or other intermediaries and to buy, sell, exchange, adjust, subscribe, acquire, undertake, hold, invest or otherwise deal in all kinds of shares, securities, stocks, bonds, fully convertible debentures, partly convertible debentures, non convertible debentures, ••arr ants, premium notes and other similar instruments a11 may be prevailing from time to time, but not to carry on all or any part of banking business a• contemplated by the Reserve Bank of India Act/ Banking Regulation Act, 1949.

76. To apply for and to become member in India or el11ewhere of any stock exchange,national stock exchange ,Securities and E><change Board of India <SEBI) ,Over the Counter Trading & Exchange of India <DTCEil and any other similar in•titution, authority, body or as•ociation and to act as Share & Stoc~: brokers and to do all other activities, 1,1hich such members can do.


: 17:

77. To carry on the business as manufacturers, buyers, sellers, importers, e:<porters, distributors, producers, assemblers, fabricators of transformers, voltage regulators, battery charges, battery chargers, battery eliminators, testing sets, voltage stabilisers, conductors, enamel wires, cotton/paper covered conductors, fittings switches and distributor boards and other equipments in connection with wires for wireless si9nalin9,lighting, heating, moving power cables, lines,power stations, exchanges, accumulators, dynamos, 5i,1itching, controlling and !Signaling apparatus and also of high tension and loi,1 ten!!lion transformers, transmis!!lion towers,high voltage electrical porcelain bussings and insulation materials, electrical swithchgear for high and low tension for alternate and direct current and also to manufacture, sell, supply and deal in accumulators,lamps, lamp components, meters, engines, dynamics, batteries, telephonic or telegraphic apparatu!!I of any kind.

78. To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market, import or export or otherwise deal in all kinds of insulated cables and wires, rubber insulated cables and wires, P.V.C.cables and flexible cords, cotton or silk braided, conduct 1>1ires and cables, telegraph and telephone cable<JS, low and high tension paper, rubber or bitumen insulated lead covered poi,1er cables, armoured or non-armoured e,<tra high tension shielded and belled poi,,er cables, signaling cables,accessories of po1>1er cables, cables with seamless aluminium sheath covered i,1ith a second seamless skin of thermoplastic material, overhead materials, bard copper, bronze, aluminium wires and cables solid or standard for telephone, telegraph and signaling purposes, aluminium cables for overhead lines, bare copper and cadmium copper 1>1i re round or grooved for trolleys, buses, crane operation, aerials, furnaces, ship wiring, switch boards, bell wires, fuse wires, lead,lead alloy and tinned copper and all kinds of cables, wires, conductors and accessories.

79. To manufacture, process, sell, distribute, market, import, export, buy, exchange, manipulate and otherwise deal in all kinds of scrap, granules, extruded articles including pipes, sections,profiles, sheets used in industrial, domestic or other purposes.

80. To carry on business of manufacturing, trading and dealing in salt and take on lease salt fields, buy or sell land for manufacturing salt, process, sea, lake water, to set up projects, machineries for this purpose and to manufacture other allied chemicals, by products of salt.


: 18

81, To carry on the business of preparing,bailing, combining,spinning, doubling, twisting, texturing, imparting, crimping, converting, calendering, testing, sizing, weaving, knitting, bleaching, processing, dyeing, ginning, cutting, scouring, Minding, mercerising, combing, printing, finishing, manufacturing, buying, selling, importing, exporting or otherwise dealing in all types of fibres, yarns or their ra~1-materi als, fabrics, synthetic fabrics, synthetic yarn, nylon, polyester, acrylic, viscose, polypropylene, terelene, cotton, linen, viool, silk, fle><, hemp, jute, artificial silk, rayon, canvas and other fibers or textile substances, Mhether natural or synthetic or man made, in any state whether similar to the forgoing substanc:e,s or not, including those ~•h ich may be invented in future and to treat, utilise and deal in any ~,aste arising from any such operations and to manufacture, felted, knitted, looped and embroidered fabrics, lace and other types of manufactured, processed or decorated fabrics and to manufacture coated or laminated fabrics and ready made garments and apparels.

82, To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market, import, or export or otherwise deal in all kinds of rain Mear, including umbrellas, raincoats, gumboots, shoes, sandals, chappals, caps, hats and other water protecting material,

83, To manufacture, turn, bend, mould, melt, reshape, buy, se 11, exchange, alter, improve, manipulate, prepare for market, import or export or otherMise deal in all kinds of goods, merchandise, products, things made out of plastics including plastic: sheets, household goods, appliances and/or components, spares, accessories required in and utilised by and for any automobile industry or other industrial enterprises made by injection moulding or blov, moulding proces!I or any other process out of any kind of plastic either singly or laminated, impregnated or reinforced with any other materials.

84. To carry on business of engineers, millMrights, founders, machines, smiths, ~onverters, m•tallur gist and manufacturers, fabricators, assemblers of all kinds of machinery, plants, equipments, components, spares, accessories, implements and articles and to export, import, buy, sell, manufacture, repair, assemble, convert, alter, let on hire and other1,,ise deal in all kinds of machinery, plants equipments and all components, parts, accessories, fittings for all kinds of machinery, plants, equipments and articles and implements used in or capable of being used in connection Mith any machinery.


: 19:

85. To carry on the business of manufacturing, producing, processing, freezing, grinding, brewing, distilling, dehydrating, blending, preserving, flavouring, buying, selling, importing, e><porting and dealing in biscuits, papad, wafers, popcorns, noodles, other ready to eat provisions and preparations, flavours, essences, seasonings, milk and products including cheese, butter, cream, condensed milk, preserved milk, dried milk, concentrated milk, ice-creams, ghee, cakes, pastries, confectionery, s~1eets, candies, chocolates, toffees and other products of similar kinds.

86. To carry on the business of producers, ei<tractors, miners, drillers, formulators, preparers, refiners, preservers, processors, importers, e,<porters, dealers, marketers, distributors, suppliers, of or otherwise dispose off,refine, blend, process, pack or repack, trade and generally deal in oils, lubricants,organic, inorganic chemicals, crude oils, petro-chemicals and their derivatives, resins , alkalies, lubricating oils, transformer oils, white oils, machine oils, special oils, greases, waxes, all kinds of industrial oils and oil compounds for all and other commercial and industrial uses. to carry on the business of manufacturers, e><porters, importers, in all kinds petrochemicals, petrol, petroleum products, petroleum derivatives of like wai<es, paraffins, paraffin oils, and derivatives of crude petroleum distillation, origin including petroleum coke, carbon black , calcined coke, carbon electrodes , graphites, and other similar products and to manufacture and deal in fuel oils, cutting oils greases etc.

87. To own construct, establish, buy ,sell furnish, run, operate,conduct,take over, manage, invest in or otherwise carry on the business of hotels, motels, resort,beach resort, clubs, holiday camps, restaurants, cafe, bars,tavern, refreshment rooms, boarding and lodging, house keeperfi, casinos, amusement, recreation sports, games, entertainment, health, medical, spiritual, meditation centerfi, exhibition and show room centers,licence victualers, u1ine, beer, and spirit vendors, and merchants, brewers, malters, distillers, and manufacturers and dealers of aerated minerals, and artificial waters and other drinks, purveyors caterers for public amusement, job masters, farmers, dairymen, ice and ice cream, merchants, dealers, and brokers of food, perfumers proprietors of clubs, baths, hairdressing rooms, laundries, reading, ~,riting, and ne.,,spaper rooms libraries, departmental stores, play grounds, gardens, and places of amusements, recreation, sport, ivory, novelty and other goods, merchants of tobacco, as the general merchants.


: 20:

88. To carry on all or any of the business of health and sports club including libraries, swimming pools, night clubs, hair dressing and beauty parlours, chemist shops, departmental stores, optician shops, massage houses, concert and dancing halls and discotheques and training institutions, music and dance centers, sports, clubs, skating halls, boating and pudding pools, garage and service stations, repair shops, petrol pumps, petrole\.,m products, gymnasiums, safe deoosit vault, car parks and hangers.

89. To carry on the business of agriculture, farming, horticulture in all their branches including to raise, plant, cultivate, gro~,, produce, buy, sell, import, export and otherwise trade or deal in and ~,ith trees,plants, wines, seed$, roots, flower9, fruits, vegetables, grains, oils, garden produce, milk and dairy products and products of every description and an kinds of products and byproduct11o of the soil and to deal in any such produce either in prepared, manufactured or raw state and either by wholesalers or retailer,a.

9<). To carry on in India. or else~1here the business to manufacture, develop, import, export, buy, sell, distribute, transfer, lease, hire, licence, use, dispose-off, operate, fabricate, construct, assemble, re,cord, maintain, repair, recondition, 1>1ork., a.lter, convert, improve, Procure, install, modify and to act as consultant, agent, broker, franchiser, job ~,orker, representative, advisor, or otherwise, to deal in all kinds of calculators, micro processors, electronic and electrical apparatuses, softwares, equipments, gadgets, peripherals, modulers, auxiliary instruments, tools, plants, ma.chines, ~,arks, systems, conveniences, spa.res parts, accessories, devices, components, fixtures etc. of different capacities, sizes, specifications, applications, descriptions and models may be used or in the filed of space aviations, surface ,.,ater and air tra.nsports, rail,.1ays, def•nc•, medical, engineering, industries, constructions, minings, powers, traffics, offices, polic•, communications, trade, commerce, weather, satellites, research, hospitals, hotels, adv•rtisings, education, decoration, automobiles, geographical, recreational, domestic and oth•r allied purposes such as general purpose and process control, information and word processing equipments, copying machines, electronic telephone exchange, typewriters, video games, signals or other similar items present or future.

91. To establish, purchase, construct, build, equip or other,.,ise acquire, take on lease or sub-lease run, conduct, operate and mainta.in in India and elsewhere c:old storage chambers, godown111 and ~,a.rehouses, r•frigerators, room coolers, and freezing houses for storing and pres•rving all types of fruits, vegetabl•s, dehydrated foods, provisions, medicines, commodities,


;: 21 ;

articles, things and preparations of all kinds and descrip·tions whatsoever and to carry on the business of 1o1arehouse ~:eepers, 01o,ners and letter of space, godowns,houses, buildings, stores, custodians, removers, starers, packers and cartiers of every description and to provide facilities for storage of commodities,articles, hings,preparations of all kinds and descriptions, storage room, bins, godowns, clearing and forwarding and transportation,to issue 1o1arrants to persons .. ,arehousing goods with the Company and to lend money upon the security of such goods.

92. To carry on the business of importers, eKporters, agents, distributors, representatives, dealers and to procure, purchase, acquire, buy, sell, deliver, dispose off or other .. iise deal in any convenient manner in chemicals, pharmaceuticals, medicinal,industrial and other preparations, goods, articles, produces, products of the aforesaid business including their intermediates ,auxiliaries, derivatives, distillations or fractions and whether directly from raw materials as first products or as by-products of all kinds and of any nature, form and description 1o1hatsoever relating to chemicals reagents ,compound<a, stains,cements, po .. ,ders, insecticides, pesticides fungicides, weedicides and the like, fertilizers and manures, synthetic resins, paints pigments,varnishes, colours, enamels, and dye stuffs, •izing material~, starch and teKtile auxili&ries, alcohols,soaps, oleaginous and sapordceous substances, cosmetics, toilet preparations, perfumery, essences, extracts, disinfectants, detergents and the like related to or pertaining to chemical and pharmaceutical industries in all its branches and also to carry on the business rendering services of all kinds.

93. To produce, purchase, hire, lease, manuf&cture or other,.lise acquire, hold, own, use, e><hibit, sell, exchange, rent and license the use of and otherwise deal in and ,.,ith all types of films,including motion films,cinematographic films, feature films, documentary films,televi<aion films,advertising films, photographic, lanterns, lights, prints and picture• by whatever process produced and films of any other kind to be hereinafter devised and to deal in any manner in films both of our manufacture or the manufacture, Indian or foreign in India or else,.,here outside India and also to engage agents and/ or representatives of the above or any other purpose of the company and the use of chemical material, appliances,apparatus, cameras, stereoscopes, projecting machines, lenses, film processing and every equipments and projects used in the making, production, exhibition, use of disposition of films, motion pictures and to act as distributors and exhibitors of motion pictures produced by other company or otherwise including the running of theaters, cinemas, studios, cinematographic sho,.,, e:<hibition and planetariums and of cameras, studios, cine-film<a, video films, film processing equipments and projectors.


/

: 22:

94. To carry on the business of manufacturers, producers, preparers, processors, refiner, exporters, importers of cartridges, explorers and intermediates, accessories and chemicals thereof to manufacture, prepare, produce, process, refine, adapt, use in .,orking or pack, store, fire, carry or dispose of explosive intermediates, accessories, and chemicals.

95. To carry on a general boat, ship breaking business and to build, lease, construct, own, operate, charter, maintain, buy, sell and otherwise deal with <and to mortgage, charge or otherwise disoose of ships, boats, vessels and boats of every type,class or kind ••hatsoever together with all materials, article10, tools, machineries and appliances, entering into a suitable and convenient for the con10truction or equipment thereof, together with engines, boilers, machineries and appurtenances of all kinds and tackle with furniture of all kinds, to construct, lease, purchase or other•1ise acquire and o•,n and use such docks, piers, warehouse and other terminal facilities , machineries, plants, equipments, and works and conveniences as may be convenient and necessary for the above business.

96. To establish, construct, erect, maintain, run, manage, develop,own,acquire, purcha10e, undertake, improve, equip, promote, initiate, encourage, subsidise and organise, hospitals, di10pen10aries, clinic10, diagnostic centers, polyclinics, pathology laboratories, re10earch centers, operation theaters, chemist shops, blood banks, eye banks, nursing homes, phy10iotherapy centers, investigation centers and other similar establishments for providing treatment and medical reliefs in all its branches by all available means to public at large on suitable fees, concessional fees or on free of charge basis.

/

IV.The Liability of the Members is limited.

V. The Authorised Share Capital of the Company is Rs.50,00,000/- (Rupees Fifty Lakhs Only) divided into 5,0o,ooo <Five Lakhsl Equity Shares of Rs.10/- <Rupees Ten Only) each subject to being increased or reduced as hereinafter provided and in accordance ••i th the regulation of the Company and the legislative provisions for the time being in force.

Subject to the provisions of the said Act, the shares in the capital of the Company, for the time being whether original or increased or reduced may be divided into classes, with any preferential or other rights, privileges, conditions or restrictions attached thereto, ••hether in regard to dividend, voting, return on capital or otherwise.

*********************************


'?3'

/

We,the several persons who111e names and addresses are subscribed, belo~, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and 1>1e respectively agree to take the number of share• in the Capital of the Company set oppo11ite our respective names: ---------------------------------------------------------------------------Name, Address,Description and Occupation of the subscriber.

\No.of Shares i signature Signature of witness, :taken by eachl of the I his name and address, )subscriber lsub11c:riber : description and I .1 occupation.

-------------------------;,~·-------------~--------/ 1 ----------------------

(¥) ~ir 0~0,..(\$ .J.,: ,/ ' ( 0 ; I ti I '

sl o l<p.5V1 mi e,l,-.~ oJ..: t(en ) // :1 /1, L. m,..J,,..

'2.l I Co.s.~\ 0,.(\ c"", Cu((< Ftvr.,,_otQ , MV<Y1ba,:. 400005

~..s,~· • •

1.10 •

I I l I

l l

l I

-----------------------------""'Z."O'-------,-------------------------------------------~~~~=----------S:.:l~~~')~l _________________________________ _ L ~ \l.,t\ ,t'-\)

PLACE: MUMBAI • DATED: 2, ~ ~ ()c._ ~ t) '€~ J 1999


EXHIBIT J

18-10509-shl Doc 225-10 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit J Pg 1 of 24

Form of Annual Return of A Company Having a Share Capital

·-··-··-··-··-··-··-··-··-··-··-·.~:-~·~·.~··1 The Companies Act (1 of 1~ • ;

. . . ... . ' ANNUAL RETURN SCHEDULE V - PART Bi · ··. j

l (See Section 15') ··-··-··-··--·-----·-··-··-··-··--;;~,~ .. --.!

I. Registration Details

Registration No. I 1 I 2 I 3 I t I -8 I 6 I State Code I 1 I 1 I (Refer CO(le Ullt 1 J

Registration IOl1110121 l2lololol Date Date Montli · Year

Whether shares list on · / 00.., recognised Stock Exchan\Jli(,} T

Y-Yes, N-No

If yes, Stock exchange code (Totals) . _ m IN. I A. I IN, IA.l (Refer Code Ust 2)

AGM Held [!] Y-Yes N-No

Date of AGM/ 1 1 I 7 I I O I 9 I I 2 I O Loi 4 I Due Date Date Month Veer ·

II. Name and Registered Office Addres~O(Company

Company !D!R!E!A!M! ITIRIAID! I !N!G! I I Name .· IPIRI I lvlAltlel ILl1IMl1ITIEID1 r, I

I I I I r I I I I I I I I I I I I< I I Address 1 s, I N A I GI I NIDIAlsl

6 11 I 6 1, 1 tJ. I s.1 I s.1 I R I O I A I D, I I F. -1 Town/City 0 PIE R Al -I H 01u1s1e1 State M AIH A RIAlS PinCode! 410 ! 0 IO !·0}41 Telephone with STD

Fax Number

Email Address

Area Code

I I I I

l2l3lalsl1lalolsl Number

1 · I

i·


unt in Rs. Thousands)

TJ~~fshaies ~ ,,,1, 4 .<;, No. of Shares Nominal Value (in Rs.)

~:'e~utiy ,. ;,,;.:: --~I 1-1 0-1 -o -1 -o -1 -o -1 -o I I 1 I o I ·~ ·\ •. ,.::-tT

Wwte1it:1;~ ~·;;. I I N I I I L I I I I N I I I L I ~· (ii)

Tota Authorised capital I I I I ! 1 ! 0 I O I O ! Issued Share Capital Breakup Type of Shares

(i) Equtiy

(ii) Preference

Total Issued Capital

Subscribed Share Capital Breakup Type of S~ares

(i) Equtiy

(ii) Preference

l Capttal

fl Ty i

EC No I Breakup R . .

(I)

(ii)

Debi

REG.NO ••

Type ,.:-

(i) Non-i:;onvertible

(ii) Partly Convertible

(iii) Fully Convertible

Total Amount

tal

No. of Shares Nominal Value (in Rs.)

11101010101 I 1 Io I IN I I I L I ~ ~/: I N I I I L I I I I I l_!_o.

No. of Debentures - NIL Nominal Value (in Rs.)

I I: f I I N, I A. ! IN, I A.! IN.! A.!

I IN.II>


IV. Dlrecton/Manqer/Secretary ~ (Pm and PleKDt) [Refer clause 6 of Part I of Schedule 11} ·

Name BHATT DAHYALAL Surname Middle Name

Nationality [D I - Indian F- Foreign

Date of Birth I 1 ! 2 I 10141 111•.f•l41 v .. ,

Designation @]

Dateof 10!1! Appointment Date

Date

c - Chairman cu_rn Managing Director W - Whole TimEt Pirector, S - Secretary, R - Manager D - Director,

Month

I O I 2 l I 2 I O I O I O !Date of I N I A ! Month Year Ceasing Date

IN!AI lN!AI Month Year

Election Commission l.....___~_......,__~_.....__~~--~~--~~-~ ... J~· · ... · --* Identity Card No.

Name BHANSAU I RASHMI Surname Middle Name

Nationality m

Designation @]

Dateof 12!8! Appointment Date

I - Indian Date of Birth I 1 I sl F- Foreign Date

C - Chairman cum Managing Director W - Whole Time Director, S - Secretary, R - Manager D - Director,

I 1 I Month

I 1 I 2 l .. · I 2 l O I O I 2 !Date of I N l A l Month Year Ceasing Date

Mlf:IM.C First Nllri'le

1 I I 1 l·•il 11 11 Year

!N!A! ]ff!A! Month Year

Election Commission ! · J : t Identity Card No. ~~~--~~-..__.___._~_.___._..___.___._..___._,......__,

Name MODI KESHAVLAL DEEPAi< .... Surname Middle Name First Nrim&

Nationality IT] I - Indian Date of Birth 11 I o I 11 I 2 I l1l11,l<1lel

Designation @]

Dateof l2lel Appointment Date

F- Foreign Date

C - Chairman coin Managing Director W - Whole Time Director, S - Secretary, R - Manager D - Director,

Month

I 1 I 2 I I 2 I O I O I 2 !Date of I N I A ! Month Year Ceasing Date

Year

!NIAi lN!AI Month '(ear

Election Commission ! j · J Identity Card No. .....__-~-.--,...-~-..__~__._.,___.___._..___.___._..__..__,.__ .,.......__,


IV. Directors/Manager/Secretary Information (Contd.)

Residential I C-1 3 I 6, I I P I O I D I D I A I R I I A I P I A ! R ! T I M I E I N I T I Address

I s. 1 v. 1 I R I o I A I o I I K I A I N I o I I I v I A I L I I I l(W) Town/Ctty ! M I U I M I B I A I I I I I I I I I I I I I I I I District IMIUIMIBIAIII I I I I I State IMIAIHIAIRIAISIHITIRIAI PinCode !4IOIO)Ol6l71

ii" ----------------------Residential I 2 I 1 I 1, I I C I A I S I A I B I L I A I N I C I A, I Address

ICIUIFIFIEI IPIAIRIAIDIE,I Town/City I M I u I M I B I A I I I I I I I I I District IMIUIMIB!AIII I I I I I State IMIAIHIAIRIAISIHITIRIAI PinCode l4IOIOIOIOl5I

Residential ! 4 I 4, I I E I E I K I A I O I O I M I L I A I A I N, I Address

121e1110,11w11ILIRl1IJIKI Town/Ctty I B I E I L I G I I I U I M I I I I I I District I state

Pin Code


IV. Diredon/Manager/Secretary lnfonillltion (Pat and Pment)

(Refer clause 6 of Part I of Schedule I/]

Name

Nationallty DJ

Designation [[}

MODI Surname

I - Indian F- Foreign

I DEEPAK Middle Name

Date of Birth l 2 l 6 l Date

C - Chairman cum Managing Director W - Whole Time·Di\ector, S - Secretary, R - Manager D - Director,

Io l 9 l Month

Dateof !21&1 ! 2 l O l O l 2 l0ate of l N l A l Appointment Date Year Ceasing Date

PRA~ First Nam.it .

11 1 el, 11 ·Y~r·

!N.!Al · Year

Election Commission !.___._--1_..L! _· ,....L.-'---'---'--'--'--L--'---'--'--'--L-...;IL. • ......,.__:,,,4 Identity Card No.

Name Surname Middle Name

Nationallty D

Designation D

Date of l Appointment Date

I - Indian Date of Birth l F- Foreign Date

C - Chairman cum Managing Director W - Whole Time Director, s - Secretary, R - Manager D - Director,

Date of I Month Year Ceasing Date

First Nall\ll.

l I l Month ·Year

l I· l Month Year

Election Commission .__! --"'---'---'--· .._[ _..____,_--"'---'--'---'--'---"'---'---'---'---.4-~ ·! Identity Card No.

Name Surname MlddleName

Nationallty D

Designation D

Date of l l Appointment Date

Election Commission I Identity Card No.

I - Indian F- Foreign

Date of Birth l Date

c - Chairman cum Managing Director W-Whole Time.Director, S - Secretary, R - Manager D - Director,

l l l Date of l Month Year Ceasing Date

First Name

>j l Month Year

l I l Month .Year

l l

•


IV. Directon/Manager/Secretary Information (Contd.)

Residential ! 4 I 4, I I E I E I K l A l O I O l M I L I A I A I N, I Address

121s1110.I lwl1ILIRIIIJIKI I Town/City I B I E I L I G I I I U I M I I I I I I District

State

Pin Code

""---------------------

Town/City

District

state

Pin Code

Town/City

District

state

Pin Code


V. Details or Shares/Debentures Held a,t Date or AGM

Ledger Folio of Share/Debenture Holder.'

Share/ Debenture Holder's Name

Fathers/ Husband's Name

MODI Surname

DEEPAK Middle Name

MR. DEEPAK MODI

Type of Share/ [JJ 1 - Equtiy,. 2 - . Preference Shares, Debenture 3 - Debenturiis, 4 - Stock

First Name .· ,

Number of Shares/ Debentures Held/stock, ifany

jsjsjslol Amount per Share j ! 1 'l ~ I (in Rs.) .___.____.__,___._ ......... _

Ledger Folio of Share/Debenture Holder , ·

Shara/ Debenture Holders Name

FIRESTONE TRADING PRIVATE LIMITED

Fathers/

Husband's jN!O!T! !A!P!P!L! !C!A!B!L!E! t . Name

Type of Share/ [JJ 1 - Equtiy, 2 - Preference Shares, Debenture 3 - Debentures., 4 - Stock

Number of Shares/ Debentures Held/stock, ifany

Ledger Folio of Shara/Debenture Holder ·

Share/ Debenture Holders Name

Fathers/ Husband's Name

Surname

Amount per Share j ! 1 J O ! (in Rs.) .___.____.__,___._....,,..~

I 4 Middle Name First Name

Type of Shara/ D 1 - Equtiy, 2 - Preference Shares, Debenture 3 - Debentures, 4 - stock

Number of Shares/ Debentures Held/Stock, ifany

I I Amount per Share j I · I (in Rs.) .___.____.__.___.___.,__,

..

r


V. Details of Shares/Debentures Held at Date of AGM (Contd.)

,:.

Address !4,I IGIRIO!SIVIEINIO!RI IHlolulslE,I ! ! I 21 NI DI I FI LIO IO IR, I I p I EID ID I EI RI IR 10.,1

Town/City I M I u I M I B I A I I I l I I I l I I I I I I I I District !M!U!MjBjAjll ! ! ! I I State !MIAIHIA!RIA!SIHIT!R!AI PlnCode j 4 j O ! 0 ! 0 ! 2 I 6 I

----------------------Address 11111110.1 IPIR!AIS!Alol !C!H!A!MlB!E!Rlsl

!O!PIEIR!AI IHIOIU!SIEI Town/City I M I u I M I B I A I I I I I I I I District !M!U!M!BIA! 11 I I I I I State lM!A!HlA!RlA!S!HIT!RIAl PinCode !4I0!0!0!0!4l

Address

Town/City

District

State I Pin Code

J I I


VI. Detail• or Shares/Debentures Trall$fers Date or1ast AGM(or In the cue of the first return at aii,y1ime since the Incorporation of the compllJlY) N.A.

Date of Previous AGM

11 I s 1 Date

Io 19 I 121010131 Month Year

Date of Registration Transfer of Shares

Typeof D Transfer

Date I I

Month Year No Transfer ot EqulljJ!ihares Since the date of = · ... Annual General~.

1 - Equity, 2 - Pr,ference Shares, 3 - Debentures, 4 c Stock

Number of Shares/ [ Debentures Transterrel!-~___..._.._ I I Amount per Share ! I

(in Rs.) .__~___..._.._~....,..-.-,


I Transferofs Name

I I J. Ledger Folio of Transferee

Transferee's Name

Surname

Surname

Date of Registration Transfer of Shares Date

Middle Name

I I

MlddleNeme

I I . Month Year

Type of D 1 - Equity, 2 - Preference Shares, Transfer 3 - Debentures, 4 • Stock

Number of Shares/ j Debentures Transferr

I Amount per Share I (in Rs.)


, .· ..

Transferofs I I Name Surname Middle Name


I Transferee's I I Name Surname Middle Name

First Name

First Name

First Name •

First Name

VD. Indebtedness of the Company (AIIIOWlt In RI. Thousands) (Secured Loans including interest · outstandin, accrued but not due f~e·r:r1 Amount I I !N!l!L I

1 ·.· .. 1 r


VIII. Equity Share Capital Breakup (Pereentage of Total Equity)

(i) Govt. [Central & state(s)] (ii) Govt. Companies (iii) Public Financial (iv) Nationalised/other Institutions Banks

IN I I I L I IN I I I L I IN I I I L I IN I I I LI (v) Mutual Funds (vi) Venture Capital (vii) Foreign Holdings (viii) Bodies Corporate

(Flis/ FCs / FFls / (Not Mentioned NRls/OCBs} Above)

I Nj I I LI IN I I I L I I NI I I LI I 0.10%

(ix) Directors / Relatives (X) other top 50 Share Holders of Directors other than those listed above]

I 99.90% N I L

We certify that: (a) the return states the facts as they stood on the date of the annual general meeting aforesaid, correctly

. •-\ and completely;

(b) since the date of the annual return the transfer of all shares, debentures, the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose;

(c) the whole of amounts envisaged in Clauses (a) to (e) of Sul>- section (2) of Section 205C of the Companies Act, 1956 remaining unpaid or unclaimed for a period of seven years from the date they become payable by a Company have been credited to the Investor Educaation and Protection Fund;

(d) the company has not, since the date of the annual general meeting with reference to which the last return was submitted, or in the case of first return, since the date of the incorporation of the Company, issued any invitation to the public to subscribe for any shares or debentures of the Company;

(e) where the annual return discloses .!!!!_!act that the number of members of the company exceed filly, the excess consists wholly of persons who under sub-clause ( 1) of Section 3 are not to be included in the reckoning number of filly;

(f) since the date of annual general meeting with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the private company, no public company or deemed public company has or have held twenty five percer

·1 (g) the company did not have an average turnover of Rs. Ten Crores or more during the relevent period;

(h) since the date of the annual general meeting with referenCl\to which the last annual return was submitted or since the date of incorporation of the Company, if it is first. return, the company did not hold twenty five percent or more of the paid up share capital of one or more public companies;

and

(i) the private company did not accept or renew or invite deposits from the public.

Director :

Director/Managing Director/ : Manager I Secretary :

S8Cf8lsry in Wflo/e time practice :

CPNo.:

Signed

11--:~rJ..

N. A.

N. A.


Co. No. : 11-123985

A.S.C : Rs. 10 Lakhs

Fin.Year : 31/03/2006

AGM : 19/09/2006

.

DREAM TRADING PRIVATE LIMITED

OF

The Companies Act (1 of 1956)

SCHEDULE V - PART II

(See Section 159)

ANNUAL RETURN

id4140703 pdfMachine by Broadgun Software - a great PDF writer! - a great PDF creator! - http://www.pdfmachine.com http://www.broadgun.com


I. Registration Details

Registration No. 1 2 3 9 8 5 State Code 1 1 (Refer Code List 1)

Registration 0 1 0 2 2 0 0 0 Whether shares list on NDate recognised Stock Exchange(s)

Y-Yes, N-No

If yes, Stock exchange code (Totals) A N. A. B N. A.(Refer Code List 2)

AGM Held Y Y-Yes Date of AGM/ 1 9 0 9 2 0 0 6N-No Due Date Date Month

II. Name and Registered Office Address of Company

Company D R E A M T R A D I N GName

P R I V A T E L I M I T E D

Address 1 5, N A G I N D A S M A N S I O N,

5 7 / 6 1, J. S. S. R O A D,

Town/City O P E R A H O U S E M U M B A I

State M A H A R A S T R A Pin Code 4 0 0 0 0 4

Telephone 0 2 2 2 3 8 6 1 8 0 5with STD

Fax Number 0 2 2 2 3 8 1 0 2 8 7

EmailAddress

.

Area Code Number

Form of Annual Return of A Company Having a Share Capital

Date Month

The Companies Act (1 of 1956)

SCHEDULE V - PART II

(See Section 159)

Year

ANNUAL RETURN

Year



III. Capital Structure of the Company (Amount in Rs. Thousands)

Authorised Share Capital BreakupType of Shares

(i) Equtiy 1 0 0 0 0 0 1 0

(ii) Preference N I L N I L

Total Authorised Capital 1 0 0 0

Issued Share Capital BreakupType of Shares

(i) Equtiy 1 0 0 0 0 1 0


Total Issued Capital 1 0 0

Subscribed Share Capital BreakupType of Shares

(i) Equtiy 1 0 0 0 0 1 0


Total Subscribed Capital 1 0 0

Paid-Up Share Capital BreakupType of Shares

(i) Equtiy 1 0 0 0 0 1 0


Total paid up Capital 1 0 0

Debentures BreakupType of Debenture

No. of Debentures -

(i) Non-Convertible N. A. N. A.

(ii) Partly Convertible N. A. N. A.

(iii) Fully Convertible N. A. N. A.

Total Amount N I L

.

Nominal Value (in Rs.)







IV. Directors/Manager/Secretary Information (Past and Present)[Refer clause 6 of Part I of Schedule V]

NameSurname Middle Name First Name

Nationality I I - Indian Date of Birth 0 4 1 0 1 9 6 9F- Foreign

C - Chairman cum Managing DirectorDesignation D W - Whole Time Director, S - Secretary, R - Manager

D - Director,

Date of 1 5 1 2 2 0 0 5 Date of N A N A N AAppointment Year Ceasing

Election CommissionIdentity Card No.


Nationality I I - Indian Date of BirthF- Foreign Date Month Year


D - Director,

Date of 1 5 1 2 2 0 0 5 Date of N A N A N AAppointment Ceasing





D - Director,

Date of 1 5 1 2 2 0 0 5 Date of N A N A N AAppointment Ceasing


.

Date Month Year

Date Month Year Date Month Year

Month Year

SHAH BIPIN PRATIK

Date Month Year Date

Year

SHAH CHANDRAKANT RAJESH

Date Month Date Month

SHAH ASHOK VIRAL

Date Month Year




Residential 1 0 1 J E E V A N V I L L AAddress

N A R A Y A N D H A B O L K A R

Town/City R O A D

District M U M B A I

State M A H A R A S H T R A

Pin Code 4 0 0 0 0 6

Residential 9 0 3 S H A K T I A P A R T M E N TAddress

O P P. K A K A D I A L A N E

Town/City G H O D D H O D R O A D

District S U R A T

State G U J A R A T

Pin Code 3 9 5 0 0 4

Residential 5 0 3 S N E H A A P A R T M E N TAddress

T A M B E N A G A R S. N. R O A D

Town/City M U L U N D (W E S T)



Pin Code 4 0 0 0 8 0

.






D - Director,

Date of 0 1 0 2 2 0 0 0 Date of 1 6 1 2 0 5Appointment Year Ceasing



Nationality I I - Indian Date of Birth 1 5 1 1 1 9 7 7F- Foreign Date Month Year


D - Director,

Date of 2 6 1 2 2 0 0 2 Date of 1 6 1 2 0 5Appointment Ceasing



Nationality F I - Indian Date of Birth 1 0 1 2 1 9 4 6F- Foreign


D - Director,

Date of 2 6 1 2 2 0 0 2 Date of 1 6 1 2 0 5Appointment Ceasing


.

BHATT DAHYALAL HEMANT

BHANSALI RASHMI MIHIR

Date Year

DEEPAK



Date Month Date

MODI KESHAVLAL

Month

Date

Year

Month

YearMonth

Year

Month Year

Year




Residential C- 3 6, P O D D A R A P A R T M E N TAddress

S. V. R O A D K A N D I V A L I (W)

Town/City M U M B A I



Pin Code 4 0 0 0 6 7

Residential 2 1 1, C A S A B L A N C A,Address

C U F F E P A R A D E,




Pin Code 4 0 0 0 0 5

Residential 4 4, E E K A O O M L A A N,Address

2 6 1 0, W I L R I J K

Town/City B E L G I U M

District

State

Pin Code

.






D - Director,

Date of 2 6 1 2 2 0 0 2 Date of 1 6 1 2 0 5Appointment Year Ceasing



Nationality I - Indian Date of BirthF- Foreign

C - Chairman cum Managing DirectorDesignation W - Whole Time Director, S - Secretary, R - Manager

D - Director,

Date of Date ofAppointment Ceasing



Nationality I - Indian Date of BirthF- Foreign

C - Chairman cum Managing DirectorDesignation W - Whole Time Director, S - Secretary, R - Manager

D - Director,

Date of Date ofAppointment Ceasing


.

Month YearDate Month Year Date

Month Year

Date Month Year


MODI DEEPAK PRAGNA


Month Date

Year

Year

Date Month Year



Residential 4 4, E E K A O O M L A A N,Address

2 6 1 0, W I L R I J K

Town/City B E L G I U M

District

State

Pin Code

ResidentialAddress

Town/City

District

State

Pin Code

ResidentialAddress

Town/City

District

State

Pin Code

.


V. Details of Shares/Debentures Held at Date of AGM

Ledger Folio of Share/Debenture Holder 0 1

Share/DebentureHolder's Surname Middle Name First NameName

Father's/Husband'sName

Type of Share/ 1 1 - Equtiy, 2 - Preference Shares,Debenture 3 - Debentures, 4 - Stock

Number of Shares/ 9 9 9 0 Amount per Share 1 0Debentures (in Rs.)Held/Stock, ifany

Ledger Folio of Share/Debenture Holder 0 2

Share/DebentureHolder'sName

Father's/Husband's N O T A P P L I C A B L EName

Type of Share/ 1 1 - Equtiy, 2 - Preference Shares,Debenture 3 - Debentures, 4 - Stock

Number of Shares/ 1 0 Amount per Share 1 0Debentures (in Rs.)Held/Stock, ifany

Ledger Folio of Share/Debenture Holder

Share/DebentureHolder's Surname Middle Name First NameName

Father's/Husband'sName

Type of Share/ 1 - Equtiy, 2 - Preference Shares,Debenture 3 - Debentures, 4 - Stock

Number of Shares/ Amount per ShareDebentures (in Rs.)Held/Stock, ifany

.

FIRESTONE TRADING PRIVATE LIMITED

MODI DEEPAK NIRAV

MR. DEEPAK MODI


V. Details of Shares/Debentures Held at Date of AGM (Contd.)

Address 4, G R O S V E N O R H O U S E,

2 N D F L O O R, P E D D E R R D.,




Pin Code 4 0 0 0 2 6

Address 1 1 1 0, P R A S A D C H A M B E R S

O P E R A H O U S E




Pin Code 4 0 0 0 0 4

Address

Town/City

District

State

Pin Code

.


VI. Details of Shares/Debentures Transfers Date of last AGM(or in the case of the first return at any timesince the incorporation of the company) -

Date of Previous 2 8 0 9 2 0 0 5AGM

Date of Registration - No Transfer of Equity SharesTransfer of Shares since the date of previous

Type of 1 - Equity, 2 - Preference Shares,Transfer 3 - Debentures, 4 - Stock

Number of Shares/ Amount per ShareDebentures Transferred (in Rs.)

Ledger Folio ofTransferor

Transferor'sName Surname Middle Name First Name

Ledger Folio ofTransferee

Transferee'sName Surname Middle Name First Name

Date of RegistrationTransfer of Shares

Type of 1 - Equity, 2 - Preference Shares,Transfer 3 - Debentures, 4 - Stock

Number of Shares/ Amount per ShareDebentures Transferred (in Rs.)

Ledger Folio ofTransferor

Transferor'sName Surname Middle Name First Name

Ledger Folio ofTransferee

Transferee'sName Surname Middle Name First Name

VII. Indebtedness of the Company (Amount in Rs. Thousands) [Secured Loans including interest outstanding accrued but not due for payment]Amount N I L

.

Annual General Meeting

Date Month Year

Date Month Year

Date Month Year


VIII. Equity Share Capital Breakup (Percentage of Total Equity)

(i) Govt. [Central & State(s)] (ii) Govt.Companies (iii) Public Financial (iv) Nationalised/OtherInstitutions Banks

N I L N I L N I L N I L

(v) Mutual Funds (vi) Venture Capital (vii) Foreign Holdings (viii) Bodies Corporate(FIIs / FCs / FFIs / (Not MentionedNRIs / OCBs) Above)

N I L N I L N I L

(ix) Directors / Relatives (x) Other top 50 Share Holders Holdersof Directors [Other than those listed above]

N I L

We certify that:

(a) the return states the facts as they stood on the date of the annual general meeting aforesaid, correctlyand completely;

(b) since the date of the annual return the transfer of all shares, debentures, the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose;

(c ) the whole of amounts envisaged in Clauses (a) to (e) of Sub- section (2) of Section 205C of the Companies Act, 1956 remaining unpaid or unclaimed for a period of seven years from the date theybecome payable by a Company have been credited to the Investor Educaation and Protection Fund; N.A.

(d) the company has not, since the date of the annual general meeting with reference to which the last return was submitted, or in the case of first return, since the date of the incorporation of the Company, issuedany invitation to the public to subscribe for any shares or debentures of the Company;

(e)excess consists wholly of persons who under sub-clause (1) of Section 3 are not to be included in thereckoning number of fifty;

(f) since the date of annual general meeting with reference to which the last return was submitted or in thecase of a first return since the date of the incorporation of the private company, no public company or

(g) the company did not have an average turnover of Rs. Ten Crores or more during the relevent period;

(h) since the date of the annual general meeting with reference to which the last annual return was submittedor since the date of incorporation of the Company, if it is first return, the company did not hold twenty fivepercent or more of the paid up share capital of one or more public companies;

and

(i) the private company did not accept or renew or invite deposits from the public.

Signed

: Sd/- (VIRAL SHAH)

:: Sd/- (PRATIK SHAH)

: N. A.

: N. A.

.

deemed public company has or have held twenty five percent, or more of its paid up share capital;

CP No.

Director/Managing Director/Manager / Secretary

Director

Secretary in whole time practice

where the annual return discloses the fact that the number of members of the company exceed fifty, the

0.10%

99.90%


EXHIBIT K

18-10509-shl Doc 225-11 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit K Pg 1 of 5

Page 1 of 4

FORM 32 Particulars of appointment of Managing Director,directors, manager and secretary and the changesamong them or consent of candidate to act as aManaging Director or director or manager orsecretary of a company and/ or undertaking totake and pay for qualification shares

[Pursuant to sections 303(2), 264(2) or 266(1)(a)and 266(1)(b)(iii) of the Companies Act, 1956]

Form LanguageNote - All fields marked in are to be mandatorily filled.

1. This form is for New company Existing company

2. (a) Form 1A reference number (Service request number (SRN)of Form 1A) or corporate identity number (CIN) of company

(b)Global location number (GLN) of company

3. (a) Name of the company

(b) Address of theregistered officeof the company

(c) e-mail ID of the company

4. Number of Managing Director, director(s) for which the form is being filed

5. Details of the Managing Director, directors of the company

English **

*

*

(iii)

Details of the Managing Director or director of the company

Director identification number (DIN)

Name

Father's name

Present residential address

Nationality Date of birth

Appointment Cessation Change in designation

DesignationDate of appointment orchange in designation

(DD/MM/YYYY)Category

Whether chairman, executive director, non-executive director

Chairman Executive director Non-executive director

DIN of the director to whom the appointee is alternate

Name of the director to whom theappointee is alternate

Name of the company or institutionwhose nominee the appointee is

e-mail ID of director

In case of cessation

Hereby confirmed that the above mentioned Director Managing Director is not associated with the company

with effect from (DD/MM/YYYY) due to

15 NAGINDAS MANSION57/61 JAGANNATH SHANKAR SHETHROAD OPERA HOUSEMUMBAIMaharashtraINDIA400004

Pre-fill

U51900MH2000PTC124314

AMI MERCHANDISING PRIVATE LIMITED

[email protected]

2

[email protected]

27/03/2012 Resignation

211 CASABLANCACUFFE PARADE, COLABAMUMBAIMaharashtraIndia 400005

02116464

MIHIR BHANSHALI RASHMIKANT

15/11/1977

RASHMIKANT BHANSHALI KIRTILAL

Director

Pre-fill

Pre-fill

IN


Page 2 of 4

Details of the Managing Director or director of the company


Name

Father's name


Nationality Date of birth


DesignationDate of appointment orchange in designation

(DD/MM/YYYY)Category


Chairman Executive director Non-executive director




e-mail ID of director


Hereby confirmed that the above mentioned Director Managing Director is not associated with the company


[email protected]


211 CASABLANCA CUFFE PARADECOLABAMUMBAIMaharashtraIndia 400005

02177392

RAKHI MIHIR BHANSALI

24/05/1976

BHARAT RADHAKRISHNA RUIA

Director

Pre-fill

Pre-fill

IN


Page 3 of 4

6. Number of manager(s), secretary(s) for which the form is being filed

7. Details of the manager or secretary of the company

Details of the manager or secretary of the company

Income-tax permanent account number (PAN) Appointment Cessation

Whether the secretary is a member of ICSI Yes No

Whether associate or fellow Associate Fellow

Membership number of the secretary

First name

Middle name

Last name

Father's name

First name

Middle name

Last name

Present residential address Line I

Line II

City

State Pin code

ISO country code

Country

Phone Fax

Date of birth (DD/MM/YYYY)

Designation

Date of appointment or cessation (DD/MM/YYYY)

e-mail ID of manager or secretary

8. Whether the form is being filed for Managing Director, director(s) who ceased to be associated with the company on orbefore 31st October, 2006 and do not have DIN (refer instruction kit for details)


Page 4 of 4

Verification I1. I confirm that the information given above is true to the best of my knowledge and belief.

2. It is hereby confirmed that the appointed director(s) whose particulars are given above, has given a declaration in writingto the company that he/ she is not restrained/ disqualified/ removed of, for being appointed as director of a company underthe provisions of the Companies Act, 1956 including sections 203, 274 and 388E of the said Act.

3. It is also hereby confirmed that the consent of the appointee Managing Director, director(s) has been filed as anattachment to this eForm (applicable only in the case of a public company)

Attachments:1. Evidence of payment of stamp duty where qualification shares is involved (This will be mandatory only

if the director giving consent agrees to pay for at least one share)2. Consent(s) of the appointee Managing Director, director(s)

3. Declaration regarding qualification shares

4. Evidence of cessation

5. Optional attachment(s) - if any

List of attachments

Verification II

To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number dated (DD/MM/YYYY)to sign and submit this form.

I am authorised to sign and submit this form.

To be digitally signed byManaging Director or director or manager or secretary of the company(In case of an existing company, person signing the form should bedifferent from the person in whose respect the form is being filed)

Designation

DIN of the director or Managing Director; orIncome-tax PAN of the manager; orMembership number, if applicable or income-tax PAN of the secretary(secretary of a company who is not a member of ICSI, may quote his/ her income-tax PAN)

CertificateIt is hereby certified that I have verified the above particulars(including attachment(s)) from the records of

and found them to be true and correct. I further certify that all required attachment(s) have been completelyattached to this form.

Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice) or

Company secretary (in whole-time practice)


Membership number or certificate of practice number

For office use only:

eForm Service request number (SRN) eForm filing date (DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorising officer

Date of signing (DD/MM/YYYY)

*

*

*

*

*

4. It is also confirmed that the appointed director(s) whose particulars are given above, has given a declaration to thecompany that he/ she has not been declared as proclaimed offender by any Economic Offence Court or JudicialMagistrate Court or High Court or any other Court.

This eForm has been taken on file maintained by the registrar of companies through electronic mode and onthe basis of statement of correctness given by the filing company.

OR

Submit

Resignation_of_Rakhi_Mihir_Bhansali_and_Mihir_Bhansali[1].pdf

Remove attachment

Confirm Submission

HEMANTDAHYALALBHATT872865

Digitally signed by HEMANT DAHYALAL BHATT 872865DN: c=IN, o=(n)CodeSolutions Certifying Authori ty, ou=ClassIIa, ou=Director, cn=HEMANT DAHYALAL BHATT 872865,seria lNumber=c06f0b6901478ff324c3078df9348e56769196f2dc9c36c8c7ddc074e0da8d8cDate: 2012.05.0417:51:41 +05'30'

SanjayPandurang Parab

Digitally signed by SanjayPandurang ParabDN: c=IN, o=mtnlTrustLineEnterprise Subscriber,ou=mtnlTrustLine, cn=SanjayPandurang Parab,serialNumber=00235262,[email protected]: 2012.05.04 17:52:04 +05'30'

Attach

Attach

Attach

27/03/2012

Attach

PrescrutinyCheck FormModify

Attach

Director

00190583

7093

AMI MERCHANDISING PRIVATE LIMITED

05

Affix filing details


EXHIBIT L

18-10509-shl Doc 225-12 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit L Pg 1 of 2

~-!.w,su,1<1~ ,uv 30 2007

INDIA STAMP DUTY MAHARASHTRA

Letter of Authority

We the following Subscribers to the Memorandum and Articles of Association

of NEESHAL MARKETING PRIVATE LIMITED, hereby appoint and

authorize Mr. Manish L. Ghia, Company Secretary and/or Mr. Viral G

Somani and /or Mr. Anil Bhayde and /or Mr. Amol Rane of 4, Chandan

Niwas (Old), 1 st Floor, M. V. Road, Andheri (East), Mumbai- 400 069 as our '•

authorised persons to represent us at the office of the Registrar of t"~n

Companies (Mah.), Mumbai and they are specifically authorize to carry out

corrections, alterations, submission, modification, withdrawal, amendments,

deletion,. addition and variation in the papers, forms and documents filed for

Incorporation of the Company and their act in this regard is binding upon us

and they are authorised to collect Certificate of Incorporation.

Place: I"~~ • (HEMANT BHATT) (RAKHI BHANSALI)

We accept,

Manish L. Ghia Kapil Joshi

18-10509-shl Doc 225-12 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit L Pg 2 of 2

EXHIBIT M

18-10509-shl Doc 225-13 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit M Pg 1 of 23


Tne Kapoi CCMJDfYiJliYt! Bank u.d .• Andhen Br.Jnch .• Synd;,,;att Ch.am~ 1 St Floor. Saha, Road.And-1 (E Mumbal-,.,f(}O 069.

"1'TI'cJ 7 6 6 8 l! 154284

.::!~481'(1~ JAN 16 2007 ::;, c:,o t.-.

lll'Olll'Ollllll!fll[WOll!ll)ll!ll) 13:43

~ut\o\Orl Rs.0000 2 0Q/-PB5502

~~

IN DIA STAMP DUTY MAHARASHTRA

THE COMPANIES ACT, 1956

COMPANY LIMITED BY S

MEMORANDUM OF ASSOCIATION

NEESHAL MERCHANDISING PRIVATE LIMIT ED

I. The name of'the Company is NEES HAL MERCHANDISING PRIVATE LIMITED

II. The Registered omce of the Company will be situated in the State of Maharashtra i.e within the jurisdiction of the Registrar of Companies, Maharashtra,Mumbai.

Ill. The Objects for which the Company is established are :

A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION :

1. To carry on in India or abroad the business to produce, commercialize, distribute,derive, grade, handle, manipulate, operate, organize, prepare, promote, supply, import, export, buy, sell, turn to account and to act as agent , broker, conces sionaires, consultant, mine owner, quarry owner, loader, unloader, transporter, collaborator, job worker, or otherwise to do deal in all types of goods including but not restricted to Commercial Goods , Electronic Goods, Industrial Goods, Consumer Goods, Household Products and shares, securities, stocks, bonds, fully convertible debentures, partly convertible debentures, non convertible debentures, debenture stocks, warrants, certificates, premium notes, commercial papers and oother similar instruments whether issued by government, semi-government, local authorities, public sector undertakings, companies, corporations, co-


2

operaticve societies. And similar orrganisations at national or international

level.

1. To carry on business to commence, establish, set up, carry on, conduct,

manage, supervise, control the business of, buying, selling, importing,

exporting, indenting, refining, assorting, cleaning, polishing, preparing,

cleaving, sawing, chiseling, clifting, acquiring, disposing off, supplying,

distribution, ordering, regulation, controlling, classifying, allocation, trading

and dealing in cut and/or uncut, rough coarse and/or polished gems,

diamonds including industrial diamonds and whether rough or coarse or

polished, precious and semi-precious stones, pearls, whether real or

cultured, rubies, corals or semi-precious metal/stones and also jewellery of

all kinds including of metal and/or studded with diamonds and pearls

and/or precious and semi-precious stones.

2. To carry on business as recognized export house/trading house and of

buying and selling, importing, exporting, commission agents and/or

distributors and/or job work contractors and/or indenters for or in respect

of diamonds, pearls, corals, gems, rubies and all kind of precious and semi-

precious emeralds, sapphires, synthetic stones, all kinds of jewellery and

jewels and precious and semi-precious metals.

B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE

ATTAINMENT OF THE ABOVE MAIN OBJECTS ARE :

3. To negotiate loans, underwriting contracts, mortgages, equity participation,

cash credits, overdraft and other financial facilities from banks, financial

institutions, government or semi government bodies and others or on behalf

of companies, firms, societies, associations and other.

4. To acquire by purchase, lease, rent or otherwise deal in lands, buildings and

hereditaments of any tenure or description and any interest therein and any

rights over or connected with lands so situated and to turn the same to

account as may be deemed expedient.

5. To enter into contracts, agreements and arrangements with any other

company, licensees person, firms, trust, or any other party whether in India

or elsewhere for the carrying out by such other company or partly on behalf

of the company of any of the objects for which the company is founded.

6. To enter into contracts with Governments, whether local, provincial or

central, in the Union of India and abroad.

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

lawfully pay off, or incidental to the formation, registration of and advertising

of or raising money for the company and the issue of its capital including

brokerage and commissions for obtaining applications for placing or

underwritings or procuring the underwriting of shares, debentures or

debenture-stock and to apply at the cost of the company to any competent

authority for the extension of the company's powers.

8. To obtain any order or license of any Government or of any other authority of

any legislature for establishing the company to carry any of its objects into

effect or for effecting any modification of the company's constitution or for

any other purpose which may seem expedient, and to oppose any


3

proceedings or applications, which may seem calculated to prejudice the

company's interests.

9. To enter into any arrangements with any Government authorities, municipal,

local or otherwise or any persons or company that may seem conducive to

the objects of the company or any of them and to obtain from any such

Government, authority, person or company any rights, privileges, charters,

contracts, finance, licenses and concessions including in particular rights in

respect or railway, waterways, roads and highways, which the company may

think fit desirable and carry out, exercise and comply therewith.

10. To form, constitute, promote, subsidise, organise and assist or aid in forming

constituting, promoting, subsidising, organising and assisting or aiding any

company or companies, of all kinds for the purpose of acquiring all or any of

the property, rights and liabilities of this company, or for carrying on any

business which this company is authorised to carry on or to promote or

advance the interest of this company.

11. To employ experts to investigate and examine into the conditions, prospects,

value, character and circumstances of any business concern or undertaking

and generally of any assets, property or rights and to provide for their

remuneration by payment in cash or otherwise having similar objects.

12. To operate a or branch of a business, which this company is authorised to

carry on, by means, or through the agency of any subsidiary company or

companies, and to enter into any arrangement with such subsidiary

company for taking the profits and bearing the losses of any business or

branch as carried on, or for financing and subsidiary company or

guaranteeing its liabilities, or to make any other arrangement which may

seem desirable with reference to any time and either temporarily or

permanently to close any such branch or business.

13. To adopt such means of making to the public the business of this company

and in particular by giving prizes, awards, and donations or advertising

prizes, awards and donation or advertising in the press by circulars, by

hoarding, posters, placards, publication of books, journals banners subject to

the provisions of the Copanies Act, 1956.

14. To establish agencies in India and abroad for sale and purchase and regulate

and discontinue the same for the business of the Company.

15. To noninate directors or managers of any subsidiary company in which this

company is or may be interested.

16. To send out to foreign countries Directors, Employees, in promoting the

interest of the company and to pay all the expanses incurred in this

connection.

17. To take part in the management, supervision and control of the business or

operations of any company or undertaking.

18. For the purpose mentioned in the preceding clause to appoint and

remunerate any directors, trustees, accountants or other experts or agents.

19. To purchase, take on lease or hire or otherwise acquire any movable or

immovable property and rights or privileges which the company may think


4

necessary or convenient for the purpose of its business and in particular, any

vehicle, ship or such other craft, any land, buildings, easements and stock-

in-trade and either to retain any property acquired for the purpose of the

company's business or to turn the same to account as may seem expedient.

20. To let, lease, sell, re-sell, part with transfer, purchase, mortgage, charge or

otherwise with the company's undertaking, buildings, or other property or

any part of thereof belonging to the company, or which may be deemed

necessary or convenient for the purpose of company's business or may be

thought desirable.

21. To sell, lease, mortgage, grant licenses, easements and other rights over and

in any other manner deal with or dispose of the undertaking property, assets,

rights and effects of the company, may think fir, and in particular, for share,

debentures or securities of any of the company, to promote any other

company or companies for the purpose of its or their acquiring all or any of

the property, rights or liabilities of the company.

22. To amalgamate, enter into any partnership or acquire the whole or any part

of the business, property and liabilities of, or acquire any interest in the

business or undertaking of, or enter into partnership or any arrangement for

sharing into partnership or any arrangement for sharing profits or losses, or

for any union of interest, joint ownership, joint venture, reciprocal

concession or co-operation with any person, association of persons, firm or

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

to carry on engage in business or transaction, which the company is or may

authorised to carry or for mutual assistant, with any such person,

association, firm or company.

23. To purchase take on lease or license or, hire or otherwise any real and/or

personal property and any rights or privileges and advantages of any kind

whatsoever which the company may think necessary or convenient for the

purpose of its business or may enhance the value of any other property of the

company and, in particular, any land (freehold, leasehold, or other tenure),

tenements, buildings, easements, machinery, plant and stock-in- trade and

on any such lands, to erect buildings, in factories, sheds, godowns, or other

structures for the works and purposes of the company, and also for the

residence and amenity of its employed, staff and other workmen and erect

and install machinery and plant and other equipments deemed necessary or

convenient or profitable for the purpose of the company and either to retain

any property to be acquired for the purpose of the company's business or to

re-sell, mortgage, let on lease and or otherwise deal with or to tun the same

to account as may seem expedient.

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

or companies having similar objects for the purpose of acquiring all or any of

the property, rights and liabilities of the company or for any other purpose

and to place or guarantee the placing of, underwrite, subscribe for or

otherwise, acquire all or any part of the shares, debentures or other

securities of any such other company.

25. To enter into any arrangement with any state or the Union Government or

Authority, Municipal or Local authorities or other persons or firms or

otherwise that may seem conducive to the attainment of the company's

objects or any of them and to apply for and to obtain or to purchase or

otherwise acquire from any such Government, Municipal or Local authorities


5

or other persons or firms all monopolies, rights, concession, licenses, grants,

decrees, sanctions powers and privileges whatsoever which the company may

think beneficial or desirable to obtain and to carry out exercise and comply

with any such arrangements, rights, privileges and concession for the benefit

of this company.

26. To apply for promote and obtain any act, charter privilege, concession,

licenses order or municipality, provisional order or license or any authority

for enabling the company to carry any of its objects into effect, or for

extending any of the powers of the company or for effecting any modification

of the company's constitution, or for an other purpose which may seem

expedient and to oppose any proceedings or applications which may seem

calculated, directly or indirectly, to prejudice the company's interest.

27. To apply for, purchase or otherwise acquire, and protect and renew in any

part of the world, any patents, patent rights, brevet invention, trademarks,

designs, licenses, concessions and the like conferring any absolute exclusive,

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

as to any invention which may seem capable of being used for any of the

purpose of the company or and to sue, exercise develop or grant licenses in

respect of or otherwise turn to account the property, rights or information so

acquired and to expend money in experimenting upon, testing or improving

any such patents, inventions, rights or information.

28. To become member of association or company or members of any chamber of

commerce or other body or association of business trade or industries.

29. To procure the recognition of the company in any country, state or place and

to apply for or join in applying to any parliament, government, local

municipal or other authority or body, India, British Common Wealth or

foreign for any act, or laws, decrees, concessions.

30. To refer, or agree to refer, any claim, demand, dispute or any other question,

by or against the company, or in which the company is interested or

concerned, and whether between the company and a member members or his

or their representatives, or between the company and third parties, to

arbitration in India or at any place outside India, and to observe and perform

and to do all acts, deeds, matters and things to carry out or enforce the

awards.

31. To lend and advance money with or without security or to give credit to such

persons firms companies or cooperation and on such terms as may seem

expedient and in particular, to customers and others having dealing with the

company.

32. To undertake and execute any trusts the undertaking of which may seem to

the company desirable for the benefit of employees or former employees.

33. Subject to the provisions of the Companies Act 1956, to distribute among the

members in specie, any property of the company, or any proceeds of sale or

disposal of nay property of the company, in the event of winding up.

34. To insure the whole or any part of the property of the company, either fully or

partially, to protect and indemnify the company from liability or loss in any

respect, either fully or partially and also to insure and to protect thereof,

either on mutual principle or otherwise.


6

35. To carry out in India and abroad, all or any part of the company's objects as

principal, agents carrier, broker, underwriter, insurer, factor, trustee,

contractor, or otherwise, either alone or in conjunction with any other

person, firm, association, corporate body, municipality, province, state or

government or colony or dependency thereof.

36. To exercise all or any of its corporate powers rights and privileges and to

conduct its business in all or any of its branches in Union Bank of India and

in any or all states, territories possessions, colonies and dependencies there

and in any or all foreign countries, and for the purpose to have and maintain

and to discontinue such number of offices and agencies therein as may be

convenient.

37. To stand guarantors and be surety or answerable for the debts or defaults of

any person, firm or company arising on contracts for payment or repayment

of moneys or loans or the fulfillment of any obligation or performance by any

such person, firm or company, and to enter into contracts of indemnify or

guarantee on such terms and conditions as may seem necessary or

expedient for effecting the same.

38. To create any depreciation fund, reserve fund, sinking fund, reserve fund,

sinking fund, insurance fund equalisation fund for dividend or any special

or other fund, whether for depreciation or for repairing improving,

extending, or maintaining any of the property or properties of the company

or for redemption of debenture or redeemable preference shares or for any

other purpose whatsoever conducive to the interest of the company.

39. To furnish and provide deposits and guarantee any funds required in

relation to any tender or application for any contract, concession, decree,

enactment, property or privilege or in relation to the carrying out of any

contract, concession, decree or enactment subjects to the provisions fo

Companies Act, 1956.

40. To own, establish, or have and maintain branches and agencies all over

India and any where in the world, for serving its business.

41. To open, maintain, adjust, start or close account of all nature and

description with any Bank or Banks as may from time to time be thought fit

and to operate upon and pay into or withdraw money from such accounts

and do all acts necessary for the purpose or outside India.

42. To act as agents of any other person/s or any other company in the

interests of the company, with or without remuneration.

43. To mortgage and charge the whole or any part of the undertaking and all or

part of the movable and immovable property present or future and all or any

part of the uncalled capital for the time being of the company and to create

issue at par or at premium or discount or for such consideration as may be

thought fit debentures, mortgage debentures and debenture stock payable to

bearer or otherwise and either permanent or redeemable or repayable and

collaterally or further, to secure any securities of the company by a Trust

Deed or other assurances.

44. To indemnify Officers, Directors, Promoters and Servants of the company

against proceedings, costs, damages, claims and demands in respect of


7

anything done, or ordered to be done, and in the interests of the company or

for any loss or damage or misfortune whatever which happens in execution

of the duties of their office or in relation thereto.

45. To open all kinds of Bank Accounts, and to operate the same.

46. To subscribe, contribute or guarantee money for any general or useful object

or funds or political parties or institutions and to aid pecunarily or

otherwise any association, body or movement having for an object the

solution, settlement or surmounting of industrial or labour problems or

trouble or the promotion of industry or trade.

47. To issue debentures, debenture-stock, bonds obligations and securities of all

kinds and to frame, constitute and secure the same, as may seem expedient,

with full power to make the same transferable by delivery or by instrument

of transfer or otherwise and either perpetual or terminable and either

redeemable or otherwise and to charge or secure the same by trust deed of

otherwise on the undertaking of the company or upon any specific property

and rights, present and future, of the company including, if thought fit,

uncalled capital or otherwise howsoever.

48. To invest and deal with moneys and funds belonging or entrusted to the

company, not immediately required in land buildings bullion, commodities,

shares, debentures, articles, goods, negotiable instruments, advances

against ships, vessels vehicles, air crafts or such other crafts or any

movable or immovable property or rights, government, municipal and other

bonds and securities and in such other investment and in such manner as

may from time to time be determined and to vary such investments and

transactions and to lend moneys on such terms with or without security as

may seem expedient and in particular to customers and other having

dealings with the company and to guarantee the performance of contracts

by any such persons.

49. To let any portion of any premises for residential, trade or business

purposes or other private or public purposes and to collect rents and income

and to supply to tenants and occupies and others, refreshments, clubs,

public halls, massagers, lights, waiting rooms, reading rooms, meeting

rooms, lavatories, laundry conveniences, electric conveniences, garages and

other amenities.

50. To insure or guarantee the payment of advances, credits, bills of exchange

and other commercial obligations or commitments of every description as

well as the fulfillment of contracts and other trading and commercial

transactions of every description, whether at home or abroad and to

indemnify and person against the same and to guarantee the payment of

money secured by or payable under or in respect of any debentures,

debenture stock, bond, mortgage, charge, security, contracts or obligations

of any persons, persons or corporation or any authority, supreme,

municipal, local or otherwise.

51. To undertake any advisory, clerical or similar work for the business of the

Company.

C. OTHER OBJECTS :


8

52. To carry on the business or vocation of acting as advisers and consultants

in all areas relating to Advertisement, marketing, product promotion, brand

promotion, concept design, idea selling, event management and other

concept of advertisement and to provide consultancy services into the areas

of personal, Technical industries, Civil, Administration, Finance

Organisation, Management, Commencement or expansion of Industry,

purchasing techniques and business (including construction of plants and

buildings) production, purchase, sales, material and cost control, to and for

institution, concern, bodies, association (incorporated or unincorporated)

Departments and services, the Government, public or local authorities,

Trusts, Scientific and Research and Development centers, and to be

appointed as technical, financial, industries, administration, civil

consultants.

53. To carry on in India or abroad the business to act as consultant,

advisor, representative, advocate, signatories, attorneys, liasioner, agent,

serviceman, middleman, arbitrator, conciliator, auctioneer, liquidator,

secretary & solicitor in all its branches such as legal, commercial,

industrial, manufacturing, production, engineering, personnel, marketing,

advertising, publicity, sales promotion, public welfare, corporate

management, business management, Company Law, taxation, investment,

portfolio management, agriculture, animal husbandry, poultry, fisheries,

power generation, energy savings, insurance, banking, loan syndication,

imports & exports, research & developments, software developments,

computer applications, quality control, technical knowhow, geology &

mining, medicine & survey, merchant banking, underwriting, secretarial

services, financial management, construction, transport and on other

similar subjects and to make evaluations, feasibility studies, techno

economic feasibility studies, project reports, forecasts, surveys &

rehabilitation packages and for the purpose to run, establish, maintain,

provide, operate, manage, supervise, arrange and to take on hire all

necessary services, facilities, conveniences, equipments and to supply

turnkey projects in all industries, utilities, commercial and welfare fields.

54. To carry on and provide services and to act as financial advisers,

management consultants, personal and corporate investment and finance

portfolio managers, direct, indirect and allied tax consultants to companies,

firms or persons either by themselves or in partnership with others and to

perform all and singular the several duties, services and offices which

secretaries, treasurers and/or agents of any company.

55. To carry on and engage in the business of providing consultative and

technical services relating to the business of the company or related

business or any other business or activity, by way of market survey,

preparing feasibility and project reports, and to enter into any

arrangements of licensing, chartering, brokerage, technical business or

financial collaboration with any other party or concern, for singular or

mutual benefit or in taking or out flowing of know how, whether existing or

newly developed techniques, including any rights or special methods and

trade secrets.

56. To undertake the work of advertising on television and other Audio- visual

media and for that purpose to design posters, picture cards and hoardings

and other publicity material and undertake the work of erecting and

maintaining hoardings, enter into and execute contracts for vision mixing,

special effects, musical concerts and show and other similar for of


9

entertainment, carry on the business of conceiving, designing, fabricating,

erecting and supervision of decorative sets and models for motion and video

pictures for use in studio or on location.

57. To acquire, hold and utilize musical rights of every description and arrange

for their commercial or non-commercial production and reproduction either

itself or through third parties for commercial or non-commercial

exploitation of the same.

58. To engage in production and reproduction of speeches, songs and music of

every description in records, cassettes, compact discs and any other media

for commercial or non-commercial exploitation.

59. To carry on the business of producing and commercially exploiting in any

manner whatsoever theatrical, musical, operatic, broadcasting, motion

picture, motion picture photoplay, television, radio and other entertainment

including shows, units, skits, plays, dramas, concerts, comedies, renues,

musical comedies, lectures, pantomimes, ballets, pageants, spectacular

effects, tableaux, exhibitions and amusement devices, features and ideas of

every kind, nature and description, in any part of the world and also

transmission, utilization, transportation and communication to the public

in any manner, distribution, exhibition and to furnish for hire and / or

under license any musical, literary and dramatic work, vocal and

instrumental music of any kind and description, to anybody in any part of

the world and to organize competition and encourage talent in the arts and

crafts in any part of the world.

60. To copyright, print, re-print, publish, manufacture, copy, distribute, exploit,

vend, purchase, obtain on license or otherwise acquire, sell, offer for sale,

transfer, grant, license and dispose of, translate, grant, license and dispose

of, translate, make versions of, dramatise, arrange, adapt, transpose,

transcribe, perform, represent, record, produce, reproduce, make or procure

the making of any transcription or record, deal in or otherwise use music,

musical compositions, numbers and works and literary and dramatic works

/ property and materials, pictures, photographs, sketchings, drawings or

the reproductions of any of them and the copyrights thereon in and every

form and manner and by any and every method and means, now or

hereafter known or in existence, and any and all rights and interests

therein and thereto, of every nature and description anywhere in the world.

61. To acquire, build, purchase, construct, take on lease or otherwise, acquire

at any place in any part of the country or elsewhere any theatre halls,

musical halls, rooms, any halls or place which will be dealt with, utilized for

the purpose of carrying on business of production, distribution of the

feature films, documentary films, cinematographic films, telefilms and any

other audio-visual softwares.

62. To carry on the business of general music and book publishers and printers

and of recording and video company and of compilers, publishers and

binders of books, sheet music, scores, librettos, etc., and to engage, provide

and employ or to act as agents in the engaging, providing and employing of

authors and composers of musical and dramatic compositions of all kinds,

printers, engravers, general and trade printers, book binders, arrangers and

dealers, proprietors and publishers of every description, advertising and

publicity agents, consultants and contractors, press and literary agents and

stationers.


10

63. To carry on the business of managing artists.

64. To carry on the business of manufacturers, producers, processors,

bleachers, dyers, ginners, spinners, importers, exporters, buyers, sellers of

and dealers in all kinds of yarns and fibres, whether synthetic, artificial

silk, linen, cotton, wool, jute and any other fibres or fibrous materials,

allied products, by products and substitutes for all or any of them, wool

combers, worsted spinners, woolen spinners and to treat and utilise any

waste arising from any such manufacture, production of process.

65. To carry on in India or abroad business in the virtual world, cyberspace

world, real world, or otherwise in the fields of manufacturing, developing,

importing, exporting, financing, buying, selling, distributing, transferring,

leasing, hiring, licensing, using, disposing-off, operating, fabricating,

constructing, assembling, recording, maintaining, repairing, reconditioning,

working, altering, converting, improving, procuring, installing, modifying

and to act as consultant, agent, broker, franchiser, job worker,

representative, advisor or otherwise to deal in all kinds of computers,

calculators, micro processors, electronic and electrical apparatuses,

software, electronic- commerce and application development there of, all

cyberspace related business, electronic- entertainment application

development, electronic - business, ERP consulting, Re-engineering,

migration, SAP, oracle/or any other such software, training, recruiting

,development and consultancy, System Integration, Software development

process, web designing and web hoisting, web marketing, internet /

intranet service providing and any other such/similar services of

whatsoever kind, equipments, gadgets, peripherals, moduleís, auxiliary

instruments, tools, plants, machines, works, systems, conveniences, spare

parts, accessories, devices, components, fixtures etc. of different capacities,

sizes, specifications, applications, descriptions and models used or may be

used in the field of space aviation, surface water and air transports,

railways, defense, medical, engineering, industries, construction, mining,

powers, traffics, offices, police, communications, trade, commerce, medical

transcription, Tele-communications, call centers, entertainment industry,

media, weather satellite, research, hospitals, hotels, advertisingís, film

industries, modeling industries, healthcare industries, education,

decoration, automobiles, geographical, recreational, domestic and other

allied purpose computers, mini computers, super computers, main frames,

lap tops, pocket computers, personal computers, micro computers,

engineering computers, general purpose and process control computers,

information and word processing equipments, copying machines, electronic

telephone exchange, typewriters, video games, signals or any other

activities /items related to any or all of the above in present or in future in

the virtual world, cyberspace world, real world or otherwise and to provide

internet related services through cable networking.

66. To own, operate and conduct the business of travel and tourist agents, to

facilitate traveling, reserve and book accommodation at hotels, motels,

restrooms and other types of accommodation in India and other parts of the

world for boarding and/or lodging, to provide guides, safe deposit vaults,

enquiry bureus, libraries, laboratories, reading rooms, baggage, transport

and otherwise, booking and reserving of accommodation, seats,

compartments and berths on railways, streamships, motor ships and boats,

aircrafts, luxury buses and to issue tickets for the same.


11

67. To carry on in India or abroad the business of imparting Education and

Training in computer hardware and software, providing complete computer

based solutions, consultancy in computer based information systems,

selection of hardware and software, marketing of software products, design,

develop and implement software solutions, placement of personnel and to

carry on the business of marketing computer hardware, peripherals,

accessories and related supplies, trading in computer hardware, peripherals

and accessories, importers and exporters of computer systems, peripherals,

accessories, software and other related activities and to carry on the

business of research and development activities related to computer

hardware and software, rendering consultancy and implementation service

in computer related communication system, providing data processing

services, maintenance of computer hardware and peripherals, to provide all

kind of activities relating to internet including its marketing, training, web

development, electronic commerce, electronic mail and all kind of internet

related activities and to carry on business as manufacturers, maintenance,

installers, traders, importers, exporters and to generally deal in all kinds of

computer hardware and software products and computer peripherals.

68. To carry on the business of developing, improving, designing, marketing,

selling, educating, importing, exporting, renting, hiring, and licensing

software and program products of any and all descriptions and to act as

consultants, managers, maintainers of computers, computer oriented

systems and all branches of computer sciences including electrical,

electronics, engineering of rendering services related to the preparation and

maintenance of accounting, statistical or scientific information and

programming, collecting, storing, processing and transmitting information to

provide computer wise, and services in all areas of management, finance,

investment, commerce, marketing, personnel, organization and methods

with the aid of computers and generally to render services related to or for

solving or aiding commercial, industrial, scientific and research problems

and to provide the services of software technologist and personnel to foreign

companies.

69. To do and be in real estate business and for the purpose buy, sell, take on

lease, give on lease, or on licenses, build and turn to account any land or

buildings, owned or acquired or leased by the company or in which the

company may be interested as owners, lessors, lessees, licensers, licenses,

architects, builders, interior decorators and designers as vendors,

contractors, property developers and real estate owners and agents whether

such land or building or the development thereof be for or in respect of

residential or commercial purposes such as multi storeyed building,

complexes, houses, flats, offices, shops, garages, cinemas, theatres, hotels,

offices, shops, garages, cinemas, theatre, hotels, restaurants, motels or

others structures of whatsoever description including pre-fabricated and

pre-cast houses, building and erections and to enter into contracts,

subcontracts and arrangement including the raising of finances from

whatsoever sources and giving of loans and advance to give effect to

implement the said objects.

70. To carry on, provide and act as technical and management consultance

covering all branches and disciplines of engineering and management such

as organisational studies, systems analysis, production, materials,

marketing, personnel, finance, Industrial engineering, Corporate legal

affairs, taxation, administration, secretarial, accounting, Information

systems and other allied areas, to conduct market research, operations


12

research, studies in orgainsation behaviour, to advice, assist and suggest

ways and means of improving efficiency by operation of new and improved

techniques of production, procurement, administration, recruitment and

sales so as to obtain optimum utilisation of resources, men material and

money and to undertake the prepartion of project reports, detailed financial

and project engineering studies, execution of turnkey projects and for

planning and promoting new Industries.

71. To act as commission agents, manufacturers, representatives or agents,

selling and purchasing agents, distributors, brokers, trustees, attorneys and

subject to the provisions of the Companies Act, 1956, managers and

transfer agents for any other company, firm, corporation or person.

72. To act as foreign exchange brokers, insurance brokers, to deal and trade in

foreign exchange, commercial paper and money market instruments of all

kinds, fixed deposits, intercorporate loans and deposits, debentures, to

manage issues, public private placements of shares, debentures and public

deposits to handle executor and trustees business, and for this purpose to

become member of stock exchanges and to subscribe to and become

members of such other exchanges, associations, organisation.

73. To carry on the business as manufacturers, buyers, sellers, resellers, hires,

importers exporters, dealers, agents, distributors, repairers, stores,

warehousers of any goods, articles or things or merchandise, licences.

74. To carry on the business, namely spinners, doublers, combers, scourers,

weavers, knitters finishers, bleachers, dyers and printers and

manufacturers of yearn textiles fabrics whether made from cotton, wool,

silk, raw silks, nylon, terrylene and any other natural, synthetic, man-made

or fibrous substance or material whether natural, pure or mixed or blended

with one another or otherwise and whether woven or non-woven and of

buying, selling, importing, exporting and dealing in yarn cloth, fabrics, linen

and other goods and merchandise made therefrom and generally to carry on

the business of cloth, textile, linen and fabric merchant, bleachers, dyers,

makers of vitriol bleaching and dyeing materials, and also to manufacture

and deal in synthetics fibres other man made fibres, natural fibres and

fibres and fibre products.

75. To manufacture, process, prepare, preserve in can refine, bottle, buy, sell,

and deal whether as wholesalers or retailers or as exporters or importers or

as principal or agents in foods meats, eggs, poultry, fruits and vegetables,

canned or tinned and processed foods, protein, health and instant foods of

all kinds including, baby dietetic foods, cereals, beverages, cordials, tonics,

restoratives and aerated mineral water and food stuff and consumable

provisions of every description for human or animal consumption.

76. To carry on the business of manufacturers and distributors of and dealers in

cement, lime, plaster, whiting clay, gravel, sand, minerals, earth, coke, fuel,

artificial tone and other builder requisites including woodword, tiles,

ceramics, bricks, sanitary wares and other conveniences of all descriptions

as also the business of quarry and mine working.

77. To carry on the business of manufacturers, assemblers, sub- assemblers,

distributors and dealers in electronic goods of every description including

units such as computers, calculators, time pieces, system of communication

control and monitoring, radios, television, video sets, entertainment


13

electronics and other appliances, apparatus, equipment and instruments

and any components and spare parts thereof employing electronic and

electrical technology in the manufacture of the same and to carry on the

business as engineers, designers, installers, maintainers, repairers and

services in field of electronic and electrical technology.

78. To carry on business in India and abroad mine-owners, manufacturers or

representatives, importers and exporters of all kinds of minerals and ores.

79. To carry on the trade or business of manufacturers or/and wholesale and

retail and export and import, dealers in chocolate, cocoa, butter substitutes,

vegetables, fats, chocolate, food drinks, chicory, sweet meats biscuits,

confectionery, milk food and milk products of all kinds, sugar, candy, toffee,

sweets of all kinds, health food and allied products and marine and

processed food of all kinds whether canned or not and other frozen foods of

all kinds whether canned or not.

80. To promote, establish and carry on the business of transportation and

handlers of cargo, goods, luggage and any material of whatsoever

description whether by road, rail, air, sea or by trucks, tempos, taxies,

wagons, planes or ships an to operate the business of transport including

leasing and hiring for any number of journeys, lorries, trucks, buses, cars,

ships, planes, public carriers, forwarding agents, warehousemen petrol

pumps, garages and other activities connected to such trade or industry in

India and or anywhere in the world.

81. To carry on the business of manufacture and sale of architectural fittings,

architectural panels, doors, windows, or staircase fittings, domestics or

industrial furniture, grills, gates, or any other fabricated material used in

construction of buildings. These may be made from steel, anodised or

unanodised aluminum, wood, sponge, plastic, rubber or other material.

82. To acquire build, construct, alter, maintain, enlarge pull down, remove or

replace and to work, mange and control any buildings, offices, factories

workshops, machinery engines, roadways, branches or sidings bridges

reservoirs water resources wharves electric works and convenience.

83. To carry on business of producers as well as refiners of all kinds of metals

including all precious metals and as manufacturers, importers exporters of

and dealers in sheets, circles, rods, electrodes and wires of all metals and

alloys including precious metals and alloys and also as manufacturers of

solders of all kinds including silver solders.

84. To gin, press, pack or clean cotton, wool, hemp, jute or other substances by

steam or motive powers, as may be required in connection with the objects

of the company.

85. To carry on the business of furriers, haberdashers, hosiers, manufacturers,

importers and wholesale and retail dealers of and in textile fabrics of all

kinds, milliners, dress--makers, tailors, batters, clothiers, glovers, lace

manufacturers and feather dressers.

86. To carry on business as manufacturers, refiners, importers and exporters of

vegetable oil, artificial and natural butter and ghee, glycerine, boiled and

lubricating oil, varnish and paints and their allied products, soap,

perfumery and other toilet preparation and/or candle makers.


14

87. To carry on the business of manufacture of malleable casting, pipe fittings,

agricultural and other implements and other machinery, tool makers, brass

founders, metal workers, boiler makers, millwrights machinists, iron and

steel converters, smiths and to buy, sell manufacture repair, convert, alter,

let on hire and deal in machinery, implements, rolling-stock and hardware

of all kind which may seem to the company capable of being conveniently

carried on in connection with the above or otherwise calculated, to enhance

the value of any of the company's property and rights for the time being.

88. To establish, maintain, conduct, provide procure or make available, services

of all kinds including commercial, statistical, financial, accountancy,

medical legal, social services and to take such steps as may be necessary for

the purpose.

89. To carry on the business of waterproofers and manufacturers of leather,

imitation leather, leather cloth, oil cloth, linoleum, tarpaulins, hospitals

sheetings and surgical bandages, groundsheets and also to manufacture

and deal in rubber and latex products and rubber compounds and

chemicals, chlorinated varnishes, dopes, celluloid, and cellulose bearing

compositions.

90. To carry on the business of hotels restaurants, cafes, refreshment rooms,

flight kitchens, taverns beer houses, hotels and lodgings houses, clubs and

casinos of every sort and kinds, to establish shops, bars, canteens,

kitchens, bakeries, confectioneries and any other establishments for this

purpose and for the sale of food and drink of every sort and to arrange for

and provide all manner of entertainment, amusements, recreation facilities

and instruments for the public.

91. To carry on the business of manufacturers and dealers in audio visual and

electronic equipments of every sort and kind musical instruments of all

kinds and every kind of instruments, devices, appliances components,

accessory where by sound or vision is recorded, amplified, produced,

reproduced, transmitted or received.

92. To carry on the business as manufacturers and processors and dealers in

ferrous and non-ferrous metals, enamels, aluminum galvanising, milling

machines, hobbing and opinion, cutting machines, polishing equipments,

alloys and plating of every description and kind and to carry on all or any of

the business of engineers, tool makers, wire drawers, tube, pipe and tank

manufacturers, moulders, metallurgists and metal workers, fitters,

galvanisers, grinders, tool sharpeners and japaners and to buy, sell, export,

import, manipulate and deal both wholesale and retail, in products,

commodities, goods, articles and things of all kinds whatsoever.

93. To carry on the business of manufacturers, dealers importers, exporters of

all kinds of automobile accessories, implements, tools, gas generators,

engines, tyres, rubber goods, tube, bodies, chasis carburetors, magnets,

silencers, radiators, spark plug,s elf starters, gears, wheels, parts and

accessories of all kinds.

94. To plant, cultivate, produce, rise, manufacture purchase, or sell, import,

export, or otherwise handle or deal in grass, timber, wood, bamboo, straw

and other forests products, cotton jute, flex, hemp, sugarcane, leather,

asbestos, rags,waste paper, gunnies,water hyacinth, jute strips or other


15

fibres, fibrous substances or other things as may furnish materials for pulp

and for paper, or board manufacture in any of its branches, and for the

attainment of the above to carry on the business as owners, lessors,

managers, or planters of forest plantations and farms and growers and

cutters of wood, bamboo, timber, grasses and other forest products.

95. To carry on the business as importers, exporters manufacturers of and

dealers in all types of storage batteries dry or otherwise, for all kinds of uses

and battery plates, cells, battery components and for that purpose to install

purchase, import, or otherwise acquire, plant, machinery and related

equipment.

96. To carry on the business of manufacturing, fabricating, mining,

manipulating, exchanging, altering, importing, exporting, hiring, letting on

hire or distributing or dealing in steel tabs, blooms, billets, steel ingots,

bright bars and manufacture and deal in mild steel special steel carbon

steel, structural steel, tool and alloy steel, stainless steel and all other types

of castings, or ingots forgings, box strips and hoops all types of plates,

angles, pipes, valve and tubes, wires, tin mill products, wheel sets, wagons.

97. To carry out the business of manufacturers, processors, assemblers,

reconditioners, sellers, exporters, distributors, dealers, buyers, importers

and agents of industrial control valves of various kinds and other industrial

engineering goods and components, parts, products, assemblers, sub

assemblers, raw materials and devices connected herewith and to engage in

all kinds of electronic, engineering, electrical goods, apparatus.

98. To manufacture, buy, sell, exchange, alter, improve, process, import, export,

trade, deal in and carry on other activities in hydraulic, steam, pneumatic,

chemical and special application hoses made from natural and synthetic

rubber, including polymers and hose assemblers.

99. To promote, own, establish, maintain shops, shopping centers, to facilitate

and/or undertake trading in goods, commodities,services as are required for

catering the needs of consumers.

100. To carry on the business of manufacturing, buying, selling, re- selling,

exchanging, altering, importing, exporting, improving, repairing, converting

and letting on hire, assembling distributing, hiring on hire purchase system

otherwise manufacturing and dealing in high tension and low tension

suitable for alternating current and direct current and also provide

knmponents/parts thereof of every description.

101. To acquire by purchase, lease or otherwise, lands and buildings in Mumbai

and elsewhere in India and to erect and maintain safe custody, fire proof

and/to burglar proof, strong rooms, safes, vaults, warehouses, godowns and

depositories and let on hire safe deposit locker or keep in safe custody

jewelleries, ornaments, moneys, securities, bullions, gold, silver, goods,

merchandise and document, relating to title and property and other valuable

articles and works of art and other articles and materials of all kinds

whatsoever for purpose of storage gratuitously or otherwise letting on hire.

102. To carry on business of producers and manufacturers of dealers in

foodstuffs and feeds such as chutneys, papads, masalas, sweets, jams,

jellies items of south, north, east and west Indian dishes, both vegetarian


16

and non-vegetarian, preservatives squashes, syrups, beverages, cakes,

pastries, chocolates, patties, bread, buns, biscuits, eatables including milk

and fruits products, dehydrated food and allied products, sausages, spices,

juices, powers, vegetables, and their essences and concentrated, sea foods

and of taking contracts for supplying and catering the food articles and

eatables to different institutions and organisation.

103. To provide all types of financial services including raising and placement of

funds, placement of securities, advising on investment of funds, act as

financial consultants, Asset Management consultants, project counseling

and advisory services, foreign exchange advisory services, syndication of

funds, portfolio Investment consultants in respect of shares debentures,

securities, bonds, units, obligations, tax planning consultants.

104. To carry on and undertake the business of finance investment, and trading

and leasing including business of bills discounting and purchasing

financing discounting rediscounting bills of exchange to act as discount and

exchange house to undertake acceptance or co-acceptance of bills to finance

lease operation of all kinds that the company may think fit, and to assist in

deferred payment of similar transaction and to subsidise finance or assist in

subsidising or financing the sale and maintenance of any goods articles or

commodities of all and every kind and description upon any terms

whatsoever and to purchase or otherwise deal in all forms of immovable and

movable property including lands and building, plant and machinery,

equipment ships, aircrafts ,automobiles, computers and all consumer

commercial and industrial item and to lease or otherwise deal with them in

any manner whatsoever including resale thereof, regardless of whether the

property purchased and leased be new and/or used and to undertake

finance of industrial enterprises.

105. To carry on the trade or business of manufacturers of or traders,

commission agents, buying agents, importers, exporters and dealers in

computers and tabulators of every kind, description including accounting

machine calculating machine, counting machines, cash registers,

tabulators, sorting machine, copying and reproducing machines and

machinery units apparatus, appliances and devices including manufacture

of peripherals controls for discounts, tapes units, central processing units,

and printers for communication network, terminals, add-on memories,

computer systems and related electronic assemblies and sub-assemblies or

any other electronic component and assemblies for any attachment to the

aforesaid or otherwise including electronic gadgets and electronics

appliances for office use or otherwise and electronic test equipments,

electronic typewriters, word processors fibre optics and laser disk for storage

and retrieval of data and such other devices and electronic appliance for all

purpose.

106. To conduct carry on and manage the business of trade of whisky, gin, rum,

brandy and general distillers, compounders, and rectifiers, merchants,

exporters importers, brokers, bottlers sales agents and general traders in

relating to the marketing and distribution a home and abroad, of spirits,

wines, liquors and all other productions derived from the cultivation of the

grape, and generally to undertake, perform and carry out all or of the

operations, ordinarily undertaken by distillery proprietors, wine growers,

contractors and shippers, or by persons or companies engaged in such

business.


17

107. To give advice on or to offer, give, take, circulate and/or otherwise, accept or

implement any take over bids, mergers, amalgamations, acquisitions,

diversifications, rehabilitation or restructuring of any business, concern,

undertaking, company, body corporate, partnership firm or any other

association of persons whether incorporated or not, by acquisition of shares

or assets and liabilities, and whether as a going concern or as part of the

concern or otherwise as may be required having regard to business

exigencies; and or setting up of concerns and undertakings whether as

company body corporate, partnership or any other association of persons for

engaging in any industrial, commercial or business activities.

108. To carry on the business of merchant banking in all its aspects, whether by

way of public offer or otherwise, of shares, stock, debentures, bonds, units

participation certificates, deposits, certificates notes, bills warrants or any

other instruments whether or not transferable or negotiable, commercial or

other paper or scripts (hereinafter collectively referred to as the "Securities")

to act as agents of and or dealers in business, to act as financial

consultants, advisers and counselors in investment and capital markets, to

underwrite, sub-underwrite or to provide stand-by or procurement

arrangements, to issue guarantee or to give any other commitments for

subscribing or agreeing to subscribe or procure or agree to procure

subscription for the securities, to manage portfolio investments, to provide

financial an investment assistance for the purposes herein, to act as issue

house, register to issue, transfer agents, for the securities, to manage and

administer computer centers and clearing houses for the securities to form

syndicates or consortia of managers, agents and purchasers for or of any of

the securities, to act as brokers, dealers and agents of or in connection with

the securities, bullions and precious metals, to syndicate any financial

arrangements whether in domestic market or on international market and

whether by way of loans, guarantees, export and yard credit; to undertake

the work of factoring of bills and other commercial papers, and to arrange

and/or co-ordinate documentation and negotiation in this regard.

109. To carry on the business as Depository participant / custodian securities or

any other intermediary associated with the securities market as

contemplated under the Securities and Exchange Board of India Act, 1992 (

as amended), Depositories Act, 1996 and / or the rules and regulations

framed thereunder from time to time or amendments affected there in

relation to the said line of activity or any related activity including as an

agent, associate, representative or assignee of any related activity including

as an agent associate, representative or assignee of any depository,

registered owner or participant and for the said purpose to carry out all

activities necessary and proper and exercise all rights and powers in relation

or under the stautes governing the said line of activity from time to time.

110. To carry on the business of manufacturers, processors. formulators, sellers,

purchasers, distributors packers, labelers, importers, exporters and traders

in all kinds off pesticides combined pesticides, technical grade pesticide,

formulations, granules dusts, liquids, powders, slurries, pastes, fungicides,

weedicides, rodenticides, pesticides, plant hormones, botanical and

insecticides, biotechnologicals, straight simple and granulated, fertilisers

and their mixtures, cattle feeds agricultural chemicals, basis chemicals soil

nutrients of micro and micro types clays and acres of different colours.

111. To carry out financial business and perform financial services including

factoring, direct and indirect of taxation matters, making of loans both


18

short and long term with provision of financing software such as computer

programs to provide advisory/consulting service to other entitles on all

manners of financing to provide services relating to credit ratting for

debentures, debenture stocks, bonds, other securities and fixed deposits to

act as foreign exchange adviser and to provide various services relating to

foreign exchange matters, opening letters of credit, or causing to open letter

of credit to give guarantee including or causing to give guarantee including

deferred payment guarantee excise, custom clearance to manage advice and

give service for merger acquisition of any industrial business undertakings

to give custodial services to financial institution whether Indian or foreign to

provide financial information on performance of companies, industries and

the economy.

112. To purchase, acquire, take on lease or in exchange hire, construct, repair,

adapt, overhaul, conduct, manage, control and superintend in whole or in

part any studies, theatres, place or amusements or entertainments, music

hall cinemas, picture places and concert halls, solely or in partnership

periodically or permanently renting, leasing, installing stocking, exhibiting

or displaying cinemas, films, plays and other concerts, musical or other

places, venues, dances, ballets, show, exhibitions, operas, burlewques,

pantomimes, promenade, variety and other performances and entertainment

materials commodities, talking and silent pictures and to deal in and carry

on the business of producers, exhibitors, exploiters, financiers, importers,

exporters and distributors of cinematographic films and pictures of every

kind and variety of subjects.

113. To negotiate loans of every description to discount or arrange and negotiate

international exports credits, imports credits, buyers and seller credits

worldwide and to arrange finance for projects in India and abroad.

114. To acquire and hold one or more membership in stock/security exchange,

trade association, commodity exchange, clearing houses or association or

otherwise in India or any part of the world, to secure and hold membership

in any association of bankers, insurance companies, brokers, security

dealers, or commodity dealers or any other association, membership of

which will or is likely in any way to facilitate the conduct of the company

business.

115. To commence, establish, set up, carry on, conduct, manage, supervise,

control and administer the business of buying, selling, importing, exporting,

indenting, refining, assorting, cleaning, polishing, preparing, cleaving,

sawing, chiseling, clifting, acquiring, disposing off, supplying, distribution,

ordering, regulation, controlling, classifying, allocation, trading and dealing

in cut and/or uncut, rough coarse and/or polished gems, diamonds

including industrial diamonds and whether rough or coarse or polished,

precious and semi-precious stones, pearls, whether real or cultured, rubies,

corals or semi-precious metal/stones and also jewelllery of all kinds

including of metal and/or studded with diamonds and pearls and/or

precious and semi-precious stones.

116. To carry on business as recognised export house/trading house and of

buying and selling commission agents and/or distributors and/or job work

contractors and/or indenters for or in respect of diamonds,pearls, corals,

gems, rubies and all kind of precious and semi-precious emeralds,

sapphires, synthetic stones, all kinds of jewellery and jewels and precious

and semi-precious metals.


19

117. To carry on the business of an investment company and to

underwrite, sub-underwrite, to invest in, and acquire and hold, sell, buy

or deal, whether as brokers or sub brokers or otherwise, in shares,

debentures, debenture-stocks, bonds, units, obligations and securities

issued or guaranteed by Indian or foreign governments, State, Dominions,

sovereigns, municipalities, or ublic authorities or Bodies and shares,

stocks, debentures, debenture-stocks, bonds, obligations and securities

issued and guaranteed by any company, corporation, firm or person

whether incorporated or established in India or elsewhere and to act as

share broker, share sub-broker & stock broker.

118. To carry on the business, of developing, improving, designing, marketing,

selling, educating, importing, exporting, renting, hiring and licensing

software and program products of any and all descriptions as consultants,

managers, maintainers of computers, computer oriented systems and al

branches of computer science including electrical, electronics, engineering of

rendering services related to the preparation and maintenance of

accounting, statistical or scientific information and programming, collecting,

storing, processing and trnasmitting information, to provide computer

education by running classes, franchise or otherwise and services in all

areas of management, finance, investment, commerce, marketing,

personnel, organisation and methods with or without the aid of computers;

and generally to render services related to or for solving or aiding

commercial, industrial, scientific and research problems and to provide the

services of software technologist and personel to foreign companies.

119. To carry on the business of manufactures, traders, maintainers, installers,

repairers, importers, exportes and to generally deal in and all kinds of

computers, hardware and software products and servics computer

peripherals and storage media, computer stationery and books, computer

furniture and site equipment, video display units, telecommunication

equipments or other automated machines currently in use or to be

invented/developed utilised any time in future.

120. To carry on and provide consultancy services in the areas of computer

management and engineering covering computerised information systems,

feasibility studies, systems design and development, computer based

management information systems, on line real time systems, process

control, distributed computing, data base design and implementation,

operation system, simulators, design of compilers, studies on computer

architecture, software development, surveying and survey date systems,

Industrial engineering applications and conduct data processing facilities

including provision of maintenance systems for mini micro and large

computer systems and to act as dealers and/or agents for any computer

manufacturer.

121. To develop software for various organisation, including computer

manufacturers, Government or Industry in India and abroad and to conduct

traning programs and to undertake research studies in computer services

and management.

122. To carry on the business of rendering all types of communication and

information servies to business houses, commercial or noncommercial

organisations by collectiing, collating and classifying various types of data

and information in a systematic and useful manner by installation and/or


20

hiring of satellite communication facilities by providing communication

highways and of publishing, distributing and selling the same to periodicals,

magazines, newspapers, journals, newsletters, occasional papers and to

syndicate date, information, articles, photographs, illustration on Industrial,

corporate, management, economic, social, political, scientific, legal,

technological, medical and all other subjects.

123. To carry on the business as agents, merchants, traders, brokers, adatias,

buyers, sellers, distribute, importers, exporters, dealers in, collectors,

distributors of and to import, export, buy, sell, distribute, or otherwise trade

and deal in manchinery and equipmentís including agricultural product,

farm and dairy product, other consumable , household commodities and

industrial commodities and machinery, spares, accessories related to

industries such as textile, engineering, electrical, electronics, chemical,

pharmaceutical, mining, automobile, fertilisers, metal, precious stone,

precious metal, leather and other goods merchandise, commodities product,

things spares accessories as wholesalers, or retailers, on the basis of ready

delivery or forward contracts, barter exchange system, counter trade, switch

over deal on commission basis or otherwise.

124. To act as transfer agents and registrars conducting share transfer, share

registration and other company secretarial work, to act as transfer

Managers and/or Trustees and to provide issue house services in connection

with the creating, issue or conversion of debentures, debenture stocks,

bonds, obligations, shares, stocks and securities and to facilitate, encourage

and guarantee the issue and subscription of capital, shares, stocks, units,

debentures stocks, obligations and other securities by virtue of acting as

underwriters, placement agents, retail distrihutors, wholesale distributors,

investment sourcing agents, or brokers and to acquire such capital, shares,

stocks, debenture stocks, obligations and other securities in the course of

fulfillment of such objectives.

125. To carry on in India or abroad the business as designers, researchers,

development, manufactures, buyers, assemblers, modifiers, installers,

reconditions, sellers, hirers, subleases, market makers, dismantlers,

repairers, operators, exporters, importers, distributors and to act as agent,

broker, adatia, consignor, C & F agent, indenting agent, representative,

correspondent, franchiser, stockist, supplier, vendor, transporter,

collaborator, export house or otherwise to deal in all its branches in

automatic, semi automatic, manual and other types of Consumables stores,

tools and machinery for Diamond and Jewellery Industry and tools like

founding mountings of Gold Platinum and silver, instruments, apparatus,

systems & equipments, including lathes, turret- lathes, capstan lathes,

engine lathes, drills, drilling machine, shaping machine, planning machine,

milling machine, grinding machine, slotting machine, broaching machine,

boring machine, hobbing machine, coning machine, lapping machine,

punching machine and other allied goods, whether for special operations or

for general operations and whether operated by human, electrical,

magnetic, electro magnetic, chemical, electro chemical, photo chemical,

solar, tidal wind, nuclear, thermal, thermonuclear or other form of energy

and their parts, products assemblies, sub assemblies, components,

instrument, raw material, display units, control devices, peripheral devices,

elements gadets, circuits, micro circuits, used in machine tools including

boules, bars, slices, wafare, sheets, clips, micro clips, powders, fluids,

gases, solids which may be polished, processed, coated, fused, diffused, or


21

otherwise treated and to do all incidental acts and things, necessary for the

attainment of above objects.

126. To provide and arrange for technical consultancy, training, education aid

and advice to any person in respect of any matters connected with

agricultural business and to provide services to develop, establish, maintain

and aid in the development, establishment and maintenance of laboratories,

research stations, and programmes, technology centers, green houses,

processing and distribution centres or otherwise for the purpose of effecting

improvement in all kinds of activities related to agriculture.

127. To carry on the business of shippers, ship owners, shipping agents, ship

brokers, ship managers, insurance brokers, clearing and forwarding agents,

dubashes and contractors, loading brokers, freight contractors, carriers,

transport, cartage, haulage contractors, warehousekeepers, wharfingers, tug

owners, barge owners, lightermen, dredgers, forwarding agents, dock agents,

pier and landing agents, storekeepers, ice merchants, ships, store

merchants, ships husbands, ship chandlers, stevedores, salvors,

shipbreakers; to establish, maintain and operate shipping service for

providing services of transportation and handling of produce, substance,

goods, cargo, luggage, materials, merchandise, articles and things of every

description, and other services ancillary to the shipping business, and for

this purpose or as an independent and undertaking to purchase, charter,

take in exchange, hire, build, construct or otherwise acquire and to own,

manage, trade and deal with ships, tugs, barges, boats and other vessels of

every size and description with all necessary suitable and convenient

equipment, engines, furniture and stores and to maintain repair, fit our or

refit, improve, alter, sell, exchange or let out on hire or hire purchase or

charter or otherwise deal with or dispose of any of the ships, tugs, barges,

boats and other vessels or any of the engines, equipment, furniture and

stores of the Company and to provide in general, services and facilities of all

kinds to ships, barges, tugs, boats and other vessels, including but not

limited to the servicing, maintenance and repairs of and to the same.

IV. The liability of the Members is limited.

V. (a) The Authorised Share Capital of the Company is Rs. 1,00,000/-

(Rupees One Lakh only) divided into 10,000 (Ten Thousand) Equity

Shares of Rs. 10/- (Rupees Ten only) each.

(b) The minimum paid-up capital of the Company shall be Rs.

1,00,000/- (Rupees One Lakh Only).

***************


22


EXHIBIT N

18-10509-shl Doc 225-14 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit N Pg 1 of 14

Page 1 of 13

FORM NO. AOC-4 Form for filing financial statementand other documents with theRegistrar[Pursuant to section 137 of the Companies Act, 2013 and

sub-rule (1) of Rule 12 of Companies (Accounts) Rules,2014]

Form LanguageRefer the instruction kit for filing the form.

Authorized capital of the company as on the date of filing

Number of members of the company as on the date of filing

English Hindi

Note--All fields marked in * are to be mandatorily filled.-Figures appearing in the e-Form should be entered in Absolute Rupees only. Figures should not be rounded off in anyother unit like hundreds, thousands, lakhs, millions or crores.

SEGMENT- I: INFORMATION AND PARTICULARS IN RESPECT OF BALANCE SHEET

Part A

I. General information of the company

(b) Global location number (GLN) of company

Pre-FillU51224MH2007PTC1714591. (a) *Corporate identity number (CIN) of company

[email protected](c) *e-mail ID of the company

NO.64-H/1, GROUND FLOOR, BANSILAL BUILDINGJ. S. S. ROAD, OPERA HOUSEMUMBAIMaharashtra400004India

(b) Address of the registered

NEESHAL MARKETING PRIVATE LIMITED2. (a) Name of the company

3. * Financial year to which financial statements relates

From 01/04/2016 (DD/MM/YYYY) (DD/MM/YYYY)31/03/2017To

4. (a)* Date of Board of directors’ meeting in which financial statements are approved (DD/MM/YYYY)27/07/2017

office of the company

(b) (i) *Nature of financial statements Adopted Financial statements

(iii) Whether provisional financial statements filed earlier Yes Not applicableNo

(iv) Whether adopted in adjourned AGM Yes Not applicableNo

Pre-fill All

Provide Director Identification number (DIN) in case of director, Managing Director and Income -tax permanent account number(Income-tax PAN) in case of manager, secretary, CEO, CFO.

(c) Details of director(s), manager, secretary, CEO, CFO of the company who have signed the financial statements


Page 2 of 13

DIN or Income-tax PAN Name Designation Date of signing offinancial statements

00190583 HEMANT DAHYALAL BH Director 27/07/2017

05167297 RAMESH MADHAVDAS A Director 27/07/2017

(DD/MM/YYYY)27/07/20175. (a)*Date of Board of directors' meeting in which boards' report referredunder section 134 was approved

(b) Details of director(s) who have signed the Boards' report Pre-fill All

DIN Name Designation Date of signing of Boards'report

00190583 HEMANT DAHYALAL BH Director 27/07/2017

05167297 RAMESH MADHAVDAS Director 27/07/2017

(DD/MM/YYYY)27/07/20176. * Date of signing of reports on the financial statements by the auditors

(a)* Whether annual general meeting (AGM) held Yes No Not applicable

(b) If yes, date of AGM (DD/MM/YYYY)23/08/2017

(c) *Due date of AGM (DD/MM/YYYY)30/09/2017

(d)* Whether any extension for financial year or AGM granted Yes No

7.

(d) Provision pursuant to which the company has become a subsidiary

(a)* Whether the company is a subsidiary company as defined under clause (87) of section 2 Yes No

(b) CIN of the holding company, if applicable Pre-Fill

(c) Name of the holding company

8.

9. (a)* Whether the company has a subsidiary company as defined under clause (87) of section 2 Yes No

(b) If yes, then indicate number of subsidiary company(ies) Pre-fill All

CIN of subsidiary company

Name of the subsidiary company

Provisions pursuant to which the company has become a subsidiary

10. *Number of Auditors 1


Page 3 of 13

*(a) Income-tax PAN of auditor or auditor's firmAACFS5136M

*(b) Category of auditor Individual Auditor's firm*(c) Membership number of auditor or auditor's firm's

registration number 109031W*(d) SRN of Form ADT-1

G20647020 Pre-Fill

*(e) Name of the auditor or auditor's firm SAMPAT & MEHTA*(f) Address of the auditor or auditor's firm

Line I B-501/502, 11 SarvodayLine II Western Express Highway, Bandra East*City MUMBAI*State Maharashtra-MHCountry IN*Pin code 400051

(g) Details of the member signing for the above firm

Name of the member Sanjay RambhiaMembership number 046265

I.

11. (a) *Whether Schedule III of the Companies Act, 2013 is applicable Yes No

(b) *Type of Industry Commercial & Industrial

Note: In case the type of industry is other than Banking or Power or Insurance or NBFC, then select Commercial andIndustrial (C&I).

12. *Whether consolidated financial statements required or not Yes No

13. (a) *Whether company is maintaining books of account and other relevant books and papers in electronic form Yes No


Page 4 of 13

I. Balance Sheet

ParticularsFigures as at the end of (Currentreporting period) (in Rs.)

(DD/MM/YYYY)31/03/2017 (DD/MM/YYYY)31/03/2016

Figures as at the end of(Previous reporting period)(inRs.)

I.(1)

EQUITY AND LIABILITIESShareholder's Fund(a) Share capital

100,000.00 100,000.00

(b) Reserves and surplus 8,513,150.00 8,400,792.00(c) Money received against share warrants 0.00 0.00

(2) Share application money pending allotment 0.00 0.00(3) Non - current liabilities

(a) Long term borrowings 0.00 0.00(b) Deferred tax liabilities (net) 0.00 0.00(c) Other long term liabilities 0.00 0.00(d) Long term provisions 0.00 0.00

(4) Current liabilities(a) Short term borrowings 0.00 0.00(b) Trade payables 16,477.00 16,177.00(c) Other current liabilities 0.00 0.00(d) Short term provisions 44,676.00 0.00Total 8,674,303.00 8,516,969.00

II. ASSETS(1) Non-current assets

(a) Fixed assets(i) Tangible assets 0.00 0.00(ii) Intangible assets 0.00 0.00(iii) Capital work-in-progress 0.00 0.00(iv) Intangible assets under development 0.00 0.00

(b) Non-current Investments 0.00 0.00(c) Deferred tax assets (net) 0.00 0.00(d) Long term loans and advances 5,170,000.00 5,170,371.00(e) Other non-current assets 0.00 0.00

(2) Current assets(a) Current Investment 0.00 0.00(b) Inventories 0.00 0.00(c) Trade receivables 0.00 0.00(d) Cash and cash equivalents 3,504,303.00 3,346,598.00(e) Short term loans and advances 0.00 0.00(f) Other current assets 0.00 0.00Total 8,674,303.00 8,516,969.00

Part-B

Particulars Current reporting period Previous reporting periodBonds/ debentures 0.00 0.00Term Loans

-From banks 0.00 0.00-From other parties 0.00 0.00

Deferred payment liabilities 0.00 0.00Deposits 0.00 0.00Loans and advances from related parties 0.00 0.00Long term maturities of financial lease Obligations 0.00 0.00Other loans & advances 0.00 0.00Total long term borrowings (unsecured) 0.00 0.00Out of above total, aggregate amount guaranteed bydirectors 0.00 0.00

II. Detailed Balance sheet items (Amount in Rupees)A. Details of long term borrowings (unsecured)


Page 5 of 13

B. Details of short term borrowings (unsecured)

Particulars Current reporting period Previous reporting periodLoans repayable on demand

-From banks 0.00 0.00-From other parties 0.00 0.00

Loans and advances from related parties 0.00 0.00Deposits 0.00 0.00Other loans and advances 0.00 0.00Total short term borrowings (unsecured) 0.00 0.00Out of above total, aggregate amount guaranteed bydirectors 0.00 0.00

C. Details of long term loans and advances (unsecured, considered good)

Particulars Currents reporting period Previous reporting periodCapital advances 0.00 0.00Security deposits 0.00 0.00Loans and advances to other related parties 0.00 0.00Other loans and advances 5,170,000.00 5,170,371.00Total long term loan and advances 5,170,000.00 5,170,371.00Less: Provision/ allowance for bad and doubtful loansand advances

-From related parties 0.00 0.00-From others 0.00 0.00

Net long term loan and advances (unsecured,considered good) 5,170,000.00 5,170,371.00

Loans and advances due by directors/ other officers ofthe company 0.00 0.00

D. Details of long term loans and advances (doubtful)

Particulars Currents reporting period Previous reporting periodCapital advances 0.00 0.00Security deposits 0.00 0.00Loans and advances to other related parties 0.00 0.00Other loans and advances 0.00 0.00Total long term loan and advances 0.00 0.00Less: Provision/ allowance for bad and doubtful loansand advances

-From related parties 0.00 0.00-From others 0.00 0.00

Net long term loan and advances (doubtful) 0.00 0.00Loans and advances due by directors/ other officers ofthe company 0.00 0.00

E. Details of trade receivables

Particulars Current reporting period Previous reporting periodExceeding sixmonths

Within six months Exceeding sixmonths

Within six months

Secured, considered good 0.00 0.00 0.00 0.00Unsecured, considered good 0.00 0.00 0.00 0.00Doubtful 0.00 0.00 0.00 0.00Total trade receivables 0.00 0.00 0.00 0.00Less: Provision/ allowance forbad and doubtful debts 0.00 0.00 0.00 0.00

Net trade receivables 0.00 0.00 0.00 0.00Debt due by directors/ othersofficers of the company 0.00 0.00 0.00 0.00


Page 6 of 13

III. *Financial parameters - Balance sheet items (Amount in Rupees) as on financial year end date

1 Amount of issue allotted for contracts without payment received incash during reporting periods 0.00

2 Share application money given 0.003 Share application money given during the reporting period 0.004 Share application money received during the reporting period 0.005 Share application money received and due for refund 0.006 Paid – up capital held by foreign company 0.00 0.00 %7 Paid-up capital held by foreign holding company and/ or through its

subsidiaries 0.00 0.00 %

8 Number of shares bought back during the reporting period 0.009 Deposits accepted or renewed during the reporting period 0.0010 Deposits matured and claimed but not paid during the reporting

period 0.00

11 Deposits matured and claimed but not paid 0.0012 Deposits matured, but not claimed 0.0013 Unclaimed matured debentures 0.0014 Debentures claimed but not paid 0.0015 Interest on deposits accrued and due but not paid 0.0016 Unpaid dividend 0.0017 Investment in subsidiary companies 0.0018 Investment in government companies 0.0019 Capital Reserves 0.0020 Amount due for transfer to Investor Education and Protection Fund

(IEPF) 0.00

21 Inter- corporate deposits 0.0022 Gross value of transaction as per AS18 (If applicable) 0.0023 Capital subsidies/ grants received from government authority(ies) 0.0024 Calls unpaid by directors 0.0025 Calls unpaid by others 0.0026 Forfeited shares (amount originally paid-up) 0.0027 Forfeited shares reissued 0.0028 Borrowing from foreign institutional agencies 0.0029 Borrowing from foreign companies 0.0030 Inter-corporate borrowings - secured 0.0031 Inter-corporate borrowings - unsecured 0.0032 Commercial Paper 0.0033 Conversion of warrants into equity shares during the reporting

period 0.00

34 Conversion of warrants into preference shares during the reportingperiod 0.00

35 Conversion of warrants into debentures during the reporting period 0.0036 Warrants issued during the reporting period (In foreign currency) 0.0037 Warrants issued during the reporting period (In Rupees) 0.0038 Default in payment of short term borrowings and interest thereon 0.0039 Default in payment of long term borrowings and interest thereon 0.0040 Whether any operating lease has been converted to financial lease

or vice-versaYes No

Provide details of such conversion


Page 7 of 13

41 Net worth of company 8,613,150.0042 Number of shareholders to whom shares allotted under private

placement during the reporting period 0

43 Secured Loan 0.0044 Gross fixed assets (including intangible assets) 0.0045 Depreciation and amortization 0.0046 Miscellaneous expenditure to the extent not written off or adjusted 0.00

47 Unhedged Foreign Exchange Exposure 0.00

Particulars Equity Shares Preference Shares Total(a) Public issue 0.00 0.00 0.00(b) Bonus issue 0.00 0.00 0.00(c) Right issue 0.00 0.00 0.00(d) Private placement arising out of conversion ofdebentures or preference shares 0.00 0.00 0.00

(e) Other private placement 0.00 0.00 0.00(f) Preferential allotment arising out of conversion ofdebentures or preference shares 0.00 0.00 0.00

(g) Other preferential allotment 0.00 0.00 0.00(h) Employee Stock Option Plan (ESOP) 0.00 0.00 0.00(i) Others 0.00 0.00 0.00(j) Total amount of share capital raised during thereporting period 0.00 0.00 0.00

IV. Share capital raised during the reporting period (Amount in Rupees)

Yes No1. *Whether maintenance of cost records by the company has been mandated underCompanies (Cost Records and Audit) Rules, 2014

V. Details related to cost records and cost audit


Page 8 of 13

(I) Revenue from operations

Domestic Turnover(i) Sales of goods manufactured 0.00 0.00(ii) Sales of goods traded 0.00 0.00(iii) Sales or supply of services 0.00 0.00Export turnover(i) Sales of goods manufactured 0.00 0.00(ii) Sales of goods traded 0.00 0.00(iii) Sales or supply of services 0.00 0.00

(II) Other income 187,232.00 153,709.00(III) Total Revenue (I+II) 187,232.00 153,709.00(IV) Expenses

Cost of material consumed 0.00 0.00Purchases of stock in trade 0.00 0.00Changes in inventories of

-Finished goods0.00 0.00

-Work-in-progress 0.00 0.00-Stock in trade 0.00 0.00

Employee benefit Expense 0.00 0.00Managerial remuneration 0.00 0.00Payment to Auditors 11,800.00 11,500.00Insurance expenses 0.00 0.00Power and fuel 0.00 0.00Finance cost 574.00 584.00Depreciation and Amortisationexpense 0.00 0.00

Other expenses 1,500.00 1,658.00Total expenses 13,874.00 13,742.00

(V) Profit before exceptional andextraordinary items and tax (III-IV) 173,358.00 139,967.00

(VI) Exceptional items 0.00 0.00(VII) Profit before extraordinary items and

tax (V-VI) 173,358.00 139,967.00

(VIII) Extraordinary items 0.00 0.00(IX) Profit before tax (VII-VIII) 173,358.00 139,967.00(X) Tax Expense

(1) Current tax 61,000.00 43,500.00(2) Deferred tax 0.00 0.00

(XI) Profit (Loss) for the period fromcontinuing Operations (IX-X) 112,358.00 96,467.00

(XII) Profit/(Loss) from discontinuingoperations 0.00 0.00

(XIII) Tax expense of discontinuingoperations 0.00 0.00

(XIV) Profit /(Loss) from discontinuingoperations (after tax) (XII-XIII) 0.00 0.00

(XV) Profit/ (Loss) (XI+XIV) 112,358.00 96,467.00

SEGMENT II: INFORMATION AND PARTICULARS IN RESPECT OF PROFIT AND LOSS ACCOUNT

Figures for the period (Previousreporting period)

(DD/MM/YYYY)01/04/2015(DD/MM/YYYY)01/04/2016

Figures for the period (Currentreporting period)

Particulars

From

(DD/MM/YYYY)31/03/2017To (DD/MM/YYYY)31/03/2016To

From

I. Statement Of Profit And Loss


Page 9 of 13

(XVI) Earnings per equity sharebefore extraordinary items

(1) Basic 11.24 9.65(2) Diluted 11.24 9.65

(XVII) Earnings per equity shareafter extraordinary items

(1) Basic 11.24 9.65(2) Diluted 11.24 9.65

Particulars Current reporting period Previous reporting periodExport of goods calculated on FOB basis 0.00 0.00Interest and dividend 0.00 0.00Royalty 0.00 0.00Know-how 0.00 0.00Professional and consultation fees 0.00 0.00Other income 0.00 0.00Total Earning in Foreign Exchange 0.00 0.00

II. Detailed Profit and Loss items (Amount in Rupees)A. Details of earning in foreign exchange

Particulars Current reporting period Previous reporting periodImport of goods calculated on CIF basis(i) Raw material 0.00 0.00(ii) Component and spare parts 0.00 0.00(iii) Capital goods 0.00 0.00Expenditure on account ofRoyalty 0.00 0.00Know-how 0.00 0.00Professional and consultation fees 0.00 0.00Interest 0.00 0.00Other matters 0.00 0.00Dividend paid 0.00 0.00Total Expenditure in foreign exchange 0.00 0.00

B. Details of expenditure in foreign exchange

III. *Financial parameters - Profit and loss account items (Amount in Rupees) during the reporting period

1 Proposed Dividend 0.00 0.00 %2 Earnings per share (in Rupees) Basic 11.24

Diluted 11.243 Income in foreign currency 0.004 Expenditure in foreign currency 0.005 Revenue subsidies or grants received from

government authority(ies) 0.00

6 Rent paid 0.007 Consumption of stores and spare parts 0.008 Gross value of transaction with related parties as per

AS-18 (If applicable) 0.00

9 Bad debts of related parties as per AS-18 (If applicable) 0.00

Total number of product/ services category(ies)

IV. Details related to principal products or services of the company


Page 10 of 13

Product or service category code (ITC/ NPCS 4 digit code)

Description of the product or service category

*Turnover of the product or service category (in Rupees)

*Highest turnover contributing product or service code (ITC/ NPCS 8 digit code)

*Description of the product or service

*Turnover of highest contributing product or service (in Rupees)

Note - Please refer to 'Indian Trade Classification' based on harmonized commodity description and coding system issues by the ministryof Commerce & Industry for Product Codes and National Product Classification for Services (NPCS) for Services codes issued by Ministryof Statistics & Program Implementation, Government of India.

Segment III: Reporting of Corporate Social Responsibility (CSR)

1. (a) (i) *Whether CSR is applicable as per section 135 Yes No

(ii) Turnover (in Rs.)

(iii) Net worth (in Rs.)

0.00

2. Average net profit of the company for last three financial years (as defined in explanation to sub-section (5) section 135 of

3. Prescribed CSR Expenditure (two per cent. of the amount as in item 2 above)

the Act) (in Rupees)

(in Rupees)

4. (a) Total amount spent on CSR for the financial year 0.00

(b) Amount spent in local area 0.00

(c) Manner in which the amount spent during the financial year as detailed below:

Number of CSR activities

(in Rupees)

(in Rupees)

(1) (2) (3) (4) (5) (6) (7) (8) (9)

S.No.

CSRprojectoractivityidentified

Sector in which the Project iscovered

Projects orprograms- Specify theState /UnionTerritory wherethe Project/Program wasundertaken

Projects orprograms -Specify thedistrict whereprojects orprograms wasundertaken

Amountoutlay(budget)project orprogramswise(in Rs.)

Amountspent ontheprojects orprograms(in Rs.)

Expenditu-re onAdministr-ativeoverheads

(in Rs.)

Mode ofAmountspent

1

2

3

Total

5. Give details (name, address and email address) of implementing agency(ies)

7.Whether a responsibility statement of the CSR Committee on the implementation and monitoring of CSR Policy is enclosedto the Board's Report Yes No


Page 11 of 13

Segment IV: DISCLOSURE ABOUT RELATED PARTY TRANSACTIONS

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section(1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Number of contracts or arrangements or transactions not at arm’s length basis

Name(s) of the related party Nature of relationship Nature of contracts/ arrangements/ transactions

Duration of the contracts /arrangements/ transactions

Date of approval bythe Board

Amount paid as advances, ifany

Date on which the special resolutionwas passed in general meeting asrequired under first proviso to section188

2. Number of material contracts or arrangement or transactions at arm’s length basis

Name(s) of the related party Nature of relationship Nature of contracts/ arrangements/ transactions

Duration of the contracts / arrangements/transactions Date of approval by the Board Amount paid as advances, if any

Segment V: Auditor's Report

I. (a) In case of a government company, whether Comptroller and Auditor-General of India (CAG of India) has commentedupon or supplemented the audit report under section 143 of the Companies Act, 2013 Yes No

1. *Whether auditors' report has been qualified or has any reservations or contains adverse remarks

II. Details of remarks made by auditors and applicability of CARO

Yes No

3. *Whether Companies (Auditors' Report) Order (CARO) applicable Yes No

SEGMENT-VI- Miscellaneous

1. *Whether the Secretarial Audit is applicable

2. *Whether detailed disclosures with respect to Directors’ report under sub-section (3)of section 134 is attached.

Yes No

Yes No


Page 12 of 13

Attachments

Attach1. *Copy of financial statements duly authenticated asper section 134(including Board’s report, auditors’report and other documents)

Attach7. Company CSR policy as per s sub-section (4) ofsection 135

Attach8. Details of other entity(s)

11. Secretarial Audit Report Attach

Attach12. Directors’ report as per sub-section (3) of section 134

Attach13. Details of remaining CSR activities

Attach14. Optional attachment(s)- if any

Neeshal Marketing March - 2017 compressBoards Report Neeshal Mktg FY 16-17.pdfNotice of AGM Neeshal Mktg FY 16-17.pdf

Remove attachment

List of attachment

DeclarationI am authorized by the Board of Directors of the Company vide *resolution number 03 *dated 27/07/2017

to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect ofthe subject matter of this form and matters incidental thereto have been compiled with. I further declare that:1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information

material to the subject matter of this form has been suppressed or concealed and is as per the original recordsmaintained by the company.

2. All the required attachments have been completely and legibly attached to this form.

*To be digitally signed by

05167297*Director identification number of the director; orPAN of the manager or CEO or CFO; or Membershipnumber of the secretary

Director*Designation

Certificate by Practicing professionalI declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gonethrough the provisions of the Companies Act, 2013 and Rules thereunder for the subject matter of this form and mattersincidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified recordsmaintained by the Company/applicant which is subject matter of this form and found them to be true, correct and completeand no information material to this form has been suppressed. I further certify that:

1. The said records have been properly prepared, signed by the required officers of the Company and maintainedas per the relevant provisions of the Companies Act, 2013 and were found to be in order;

2. All the required attachments have been completely and legibly attached to this form;3. It is understood that I shall be liable for action under Section 448 of the Companies Act, 2013 for wrong

certification, if any found at any stage.


Page 13 of 13

Chartered Accountant (in whole time practice) Cost Accountant (in whole time practice)

Company Secretary (in whole time practice)

Whether fellow or associate

6613Membership number

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement /certificate and punishment for false evidence respectively.

Associate Fellow

7093Certificate of practice number

This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and onthe basis of statement of correctness given by the company


EXHIBIT O

18-10509-shl Doc 225-15 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit O Pg 1 of 5

Page 1 of 4

(b) Global location number (GLN) of company

New company Existing company1. *This form is for

3.(a) Name of the company

Note - All fields marked in * are to be mandatorily filled.

Particulars of appointment of Managing Director,directors, manager and secretary and the changesamong them or consent of candidate to act as aManaging Director or director or manager or secretaryof a company and/ or undertaking to take and pay forqualification shares

FORM 32[Pursuant to sections 303(2), 264(2) or 266(1)(a)and 266(1)(b)(iii) of the Companies Act, 1956]

(b) Address of theregistered officeof the company

(c) e-mail ID of the company

2.(a) *Form 1A reference number (Service request number (SRN)of Form 1A) or corporate identity number (CIN) of company

4. Number of Managing Director, director(s) for which the form is being filed


Executive directorChairman


Category

e-mail ID



Hereby confirmed that the above mentioned is not associated with the company


.


Name

Date of birth


Father's name

Designation



(DD/MM/YYYY)

Nationality

I. Details of the Managing Director or director of the company

5. Details of the Managing Director, directors of the company

Non-executive director

Managing DirectorDirector

Date of appointment orchange in designation

NO.64-H/1, GROUND FLOOR, BUNSILAL BUILDINGJ. S. S. ROAD, OPERA HOUSEMUMBAIMaharashtraINDIA400004

Pre-fill

U74999MH2007PTC167152

2

NEESHAL MERCHANDISING PRIVATE LIMIED

[email protected]


211 CASABLANCA CUFFE PARADECOLABAMUMBAIMaharashtraIndia 400005

02177392

RAKHI MIHIR BHANSALI

24/05/1976

BHARAT RADHAKRISHNA RUIA

Director

Pre-fill

Pre-fill

IN


Page 2 of 4


Hereby confirmed that the above mentioned is not associated with the company


.

Executive directorChairman


Category

e-mail ID



Name

Date of birth


Father's name

Designation


(DD/MM/YYYY)

Nationality

II. Details of the Managing Director or director of the company

Non-executive director

Director Managing Director

Date of appointment orchange in designation



31/03/2009

FLAT 42, 6TH FLOOR, SUNBEAM BLDG3A, PEDDAR ROADMUMBAIMaharashtraIndia 400026

02760534

HARESH VRAJLAL SHAH

14/06/1953

VRAJLAL NARBHERAM SHAH

Additional director

Pre-fill

Pre-fill

IN

Resignation


Page 3 of 4

6. Number ofmanager(s), secretary(s) for which the form is being filed

Father's name

First name

Income-tax permanent account number (PAN)

I. Details of the manager or secretary of the company

7. Details of the manager or secretary of the company

Line II

Pin code

FaxPhone

City

(DD/MM/YYYY)

Designation

(DD/MM/YYYY)

Middle name

Last name

First name

Last name

Middle name

Present residential address Line I

e-mail ID

State

Date of birth

ISO country code

Appointment Cessation

Date of appointment or cessation

Membership number of the secretary


Whether the secretary is a member of ICSI Yes No

Country


Page 4 of 4

List of attachments

For office use only:

This e-Form is hereby registered

Digital signature of the authorising officer

To be digitally signed byManaging Director or director or manager or secretary of the company(In case of an existing company, person signing the form should bedifferent from the person in whose respect the form is being filed)

CertificateIt is hereby certified that I have verified the above particulars(including attachment(s)) from the records of

and found them to be true and correct. I further certify that all required attachment(s) have been completely attachedto this form.

Attachments:1. Evidence of payment of stamp duty where qualification shares is involved(This will be mandatory only if the director giving consent agrees to pay forat least one share)

2. Consent(s) of the appointee Managing Director, director(s)

3. Declaration regarding qualification shares

4. Evidence of cessation

5. Optional attachment(s) - if any

Verification I

1. *I confirm that the information given above is true to the best of my knowledge and belief.

2. It is also hereby confirmed that the consent of the appointee Managing Director, director(s) has been filedas an attachment to this eForm (applicable only in the case of a public company)

Verification IITo the best of my knowledge and belief, the information given in this form and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number dated (DD/MM/YYYY)to sign and submit this form.

I am authorised to sign and submit this form.

*Director identification number of the director or Managing Director; orIncome-tax PAN of the manager; orMembership number, if applicable or income-tax PAN of the secretary(secretary of a company who is not a member of ICSI, may quote his/ herincome-tax PAN)

*Designation

Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice) orCompany secretary (in whole-time practice)

*Whether associate or fellow Associate Fellow

*Membership number or certificate of practice number

Submit

Remove attachment

Confirm submission

Attach

Attach

Attach

31/03/2009

Attach

PrescrutinyCheck FormModify

Attach

Director

00190583

7093

NEESHAL MERCHANDISING PRIVATE LIMIED

07


EXHIBIT P

18-10509-shl Doc 225-16 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit P Pg 1 of 2

------ ------- ----- - - ------~~----"""~

TOO fl)

I • , ' (,

•

To, The Board of Di.rectors Neesbal Merchandising Private Limited 15, Nagindas Mansion, 57, JSS Road, Opera Hoose, Mumbai- 400 004.

Sir,

Nirav Modi 4, Grosvenor House, 2nd Floor, Peddar Road, Mumbai - 400 026.

Dt 05/02/2007

1, the undersigned, hereby testify my consent to act as a Director of the Neeshal Merchandising Private Limited, pursuant· to sections 264{2) / 266(l)(a) of the Companies Act, 1956 and further certify that I have not been disqualified to act as a director under sections 267 and /or 274 of the Companies Act, 1956.

Thanking You,

Yours faithfully,

µ_;Al( (Nirav Modi)

Sfl ~ S<INOIVI<J IV~ £t:t1 IDlJ. LO Z0/ 90

18-10509-shl Doc 225-16 Filed 06/14/18 Entered 06/14/18 14:13:00 Exhibit P Pg 2 of 2