THE COMPANIES ACT, 1956 (COMPANY LIMITED BY SHARES)

Articles of Association
of MILLENNIUM BOARDS PRIVATE LIMITED
TABLE "A" TO APPLY
1.

Subject to as hereinafter provided, the regulations contained in Table "A" in schedule I of the Companies Act, 1956 (Act. 1 of 1956) (hereinafter referred to as Table A) shall apply to the Company and the observance of the members thereof and their representatives shall be subject to any exercise of the statutory powers of the company with reference to the repeal or alteration of or addition to its regulations by special resolution as prescribed by the said Companies Act, 1956 be such as are contained in these articles. a). Regulations bearing numbers 5, 13, 21, 22, 25, to 28, 40, to 43, 49 (2), 54, 64, 65, 66, 71, 81, 83, 84, 85, 88 and the provision to clause (I) of Regulations 13 of the said Table shall not apply to the company. b). The Provisions of Sec. 171, 173,174 and 175 of the Companies Act shall not apply to this Company. PRIVATE COMPANY

2.

The Company is a private company under section 3(1)(iii) of Companies Act, and accordingly (a) the minimum paid up capital of the company shall be Rs. 1.00 Lacs (b) The right to transfer shares of the Company is restricted.(c) The number of members of the Company, exclusive of (i) persons who are, in the employment of the company, and (ii) persons who, having been firmly in employment and have continued to be members after the employment ceased, shall be limited to fifty. [PROVIDED that for the purposes of this provision, where two or more persons hold one or more shares in the Company jointly, they shall be treated as single member.] (c) No invitation shall be issued to the public to subscribe to for any share or debenture of the Company.(d) The Company prohibits any invitation or acceptance of deposits from the persons other than its members, director or their relatives.

SHARE CAPITAL
3.

The Authorized Share Capital of the Company is Rs. 10,00,000/- (Rs. Ten Lacs ) divided into 100,000 (One Lacs) Equity shares of Rs. 10/- (Ten) each with power to increase or reduce the share capital and to divide the share capital, for the time being, into several classes and to attach thereto respectively such preferential or other conditions as may be determined in accordance with the regulations of the Company and consolidate or sub-divide the shares and issue shares of higher or lower denomination.

4. An application signed by or on behalf of an applicant for share in the Company followed by an allotment of any share therein shall be an acceptance of share within the meaning of these Articles and every person who thus or otherwise agrees to accept any share and whose name is entered on the Register of Members shall, for the purposes of these Articles be a shareholder. 5. If, by the conditions of allotment of any share, the whole or part of the amount or issue price thereof is payable by installment, every such installment, when due to be paid to the Company by the person who for the time being and from time to time, shall render that person to be the registered holder of the shares or his heirs, executors, administrators and legal representatives shall be so. 6. Every member or his heirs, executors, administrators, assignees or other representatives shall pay to Company the portion of the capital represented by his share or shares, which may, for the time being, remain unpaid thereon in such time or times and in such manner as the Directors shall, from time to time in accordance with the Company's regulations, require or fix for the payment thereon and so long as any money whatsoever is due, owing and unpaid to the Company by any account. Howsoever such member in default shall not be entitled, at the option of the Directors, to exercise any right or privilege available to him. 7. Subject to the provisions of Section 77A, 77AA and 77B and other applicable provisions of the companies Act, 1956 the company can buy back its shares and other securities The company shall have power to issue preference shares carrying right to redemption out of profits which would otherwise be available for dividend, or out of the proceeds of a fresh issue of shares made for the purpose of such redemption, or liable to be redeemed at the option of the company, and the Board of Directors may subject to the provisions of section 80 of the Act, exercise such power in such manner as it think fit. LIEN
8.

In clause 9 of Table A the words "not being paid share" shall be deleted wherever they appear.

TRANSFER AND TRANSMISSION OF SHARES

9.

No transfer of any share in the capital of the company shall be valid, unless approved by the Board of Directors of the company.

10. Every member or other person referred to in the Transmission Article who intends to transfer shares (hereinafter called `the vendor') shall give notice in writing to the Board of his intention to transfer shares. That notice shall constitute the Board his agent for sale of the said shares in one or more lots at the discretion of the Board to members of the Company at a price to be agreed upon by the vendor and the Board or in default of such agreement at a price which the Auditor of the Company shall certify by writing under his hand to be in his opinion the fair selling value thereof as between a willing vendor and willing purchaser.
11.

Upon the price being fixed as aforesaid, the Board shall forthwith give notice to all the members of the Company of the number and price of the shares to be sold and invite each of them to state in writing within 21 days from the date of service of the said notice whether he is willing to purchase any share and if so, what maximum number of the said shares.

12. At the expiration of the said 21 days, the Board shall allocate the said shares to or amongst the members who shall have expressed his or her willingness to purchase as aforesaid provided that no member shall be obliged to take more than the said maximum number of shares so notified by him as aforesaid. If members express willingness to purchase more shares than there are available for sale, then Directors may, in such a manner as they think fit, decide to which member or members the shares are to be sold and the decision of the Directors shall be final. Upon such allocation being made, the vendor shall be bound, on payment of the said price, to transfer the shares, to the purchaser or purchasers and if he makes default in doing so the Board may receive and give a good discharge for the purchaser's money on behalf of the vendor and enter the name of the purchaser in the Register of Members as holders by transfer of the said shares purchased by him.
13.

In the event of the whole of the said shares not being sold under Article 10 but subject to Article 10, the vendor may, at any time within three months after expiration of the said 21 days, transfer the shares not so sold to any person approved by the Board

14. Articles 10 to 14 thereof shall not be a person who is already a member of the Company, not to transfer merely for the purpose of effecting the appointment of new trustees; not to transfer by executors, administrators to a legate under the will of the deceased member; not to transfer by member to his parents, wife, husband, child or grand children, brothers, sisters or their spouse; not to transfer to next to kin of the deceased member; not to transfer by a trustee to beneficiary or vice versa nor to transfer by a share holder which is a body corporate to its holding or subsidiary; not to associate body corporate or company under the same management nor to any member of dissolution, provided that is proved to the satisfaction of the Board that the transfer is bonafide and falls within one of these exceptions.

15.

The instrument of transfer of any share shall be in the form prescribed under the Companies Act and shall be stamped and delivered to the Company within prescribed time as provided by the Act. (2). Every such instrument of transfer shall be executed both by the transferor and transferee and attested. Transferor shall remain the holder of such share until the name of the transferee has been entered in the Register of Members in respect thereof.

16. The Board may, on behalf of the Company and its own absolute and uncontrolled discretion and without assigning any reason, decline to register or acknowledge any transfer of shares (notwithstanding that the proposed transferee of shares be already a member) but in such case it shall, within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of refusal to register such transfer and return the documents lodged as aforesaid to the transferor. 17. In the case of death of any one or more of the person named in the Register of Members as the joint holder of any share, the survivors shall be the only persons recognized by the Company as having any title to or interest in such share but nothing herein contained shall be taken to release the estate of a deceased joint holder for any liability on shares held by them jointly and with any other person. 18. The Executors or administrators or holders of Succession Certificate or the legal representatives of deceased member (not being one or more joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such member and the Company shall not be bound to recognize such executors or administrators or holders of a Succession Certificate or the legal representatives.
19.

A Share or shares of the Company shall be transferred by a member to any other member of the Company. Subject to the provisions of Articles 16 and 17, any person becoming entitled to the shares in consequence of the death, lunacy, bankruptcy or insolvency of the members or by any lawful means other than by a transfer in accordance with these Articles, may, with the consent of the Board (which it shall not be under any obligation to give) upon producing such evidence that the substance the character in respect of which he proposes to act under this Article or of his title as the Board thinks sufficient, either get registered himself as the holder of shares or elect to be his nominee registered. He shall testify the election by executing favor of his nominee in instrument of transfer in accordance with the provisions herein contained and until he does so, he shall not be freed from any liability of shares. This Article is referred to in the Articles as "The Transmission of Shares" Articles.

20.

21. 22.

Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by the certificate of the share to be transferred and such evidence as the Board may require to provide the title of the transferor, his right to transfer the shares and generally subject to such conditions and regulations as the Board shall, from time to time, prescribe and every registered instrument of transfer shall remain in the custody of the Company until destroyed by the order of the Board. The Board may waive the production of any certificate of shares upon evidence satisfactory to them of its loss or destruction. 23. All the limitations, restrictions and conditions contained in these Articles relating to the right to transfer and the registration of transfer of shares (including in the provisions of Transmission Articles) shall be applicable in case of transfer of shares on a member's death, lunacy, bankruptcy, insolvency, liquidation or the happening of a like event resulting in 4

transmission of shares as if such an event had not occurred and the transfer were a transfer signed by the member himself.
24.

Before registration of a transfer, the certificate of the shares to be transferred must be delivered to the Company together with a properly stamped and executed instrument of transfer.

25. The Company shall be entitled to charge a fees not exceeding rupee one on the registration of a transfer or of any Pro bate, Letter of administration, certificate of death or marriage, power of attorney, notice in lieu of destroying or other instrument affecting the title to any shares. 26. The Company shall incur no liability or responsibility whatever in consequence of its registering or giving affect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the register of members) to the presto or in the said shares notwithstanding that the Company may have entered into such notice or referred thereto in any notice. Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do though it may have been entered to in same book of the Company shall nevertheless beat liberty to regard and attend to any such notice and give effect thereto if Board shall so think fit. DEBENTURES 27. The Company shall have power to issue debentures among members, but in exercising this power provisions of sections 108 & 113, 117 to 123, 128,129 133, 134, 152, 153, B, 170 (2) (a), 4 (b), 187 and 192 or any statutory modifications thereof shall be complied with. DIVIDENDS AND RESERVES 28. The surplus on sale of investments and capital assets shall be credited to Reserve Account and not to profit and loss account, and shall not, save in exceptional circumstances, be available or appropriated for declaration of dividend.
29.

The Company in the general meeting may declare dividends but no dividend shall exceed the amount recommended by the Board. The Board may, from time to time, pay to the members such interim dividends as appear to it to be justified by the profits of the Company. i). The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks proper as a reserve or which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends, and pending such applications which may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time, think fit. ii).The Board may also carry forward any profit which it may think prudent not to divide, without setting them aside as a reserve.

30.

31.

32. i). Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the share in respect whereof the divided paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. ii).No amount paid or credited as paid on a share in advance of calls shall be treated for the purpose of this regulation as paid on the shares. iii).All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during the year or in portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly. 33. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. 34. (i) Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holder may in writing direct. (ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
35.

Any one or two or more joint holders of a share may give effected dividend, bonus or other money payable in respect of such shares.

receipts for any

36. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. GENERAL MEETING 37. (i)The provisions of meetings contained in Section 171 to 186 of the Act, shall not apply to the General Meeting of the Company or to the meeting. (ii) All General Meeting other than Annual General Meeting shall be called Extra-Ordinary General Meeting. 38. The Board may, whenever it thinks fit call a General Meeting of the company by giving not less than 7 clear days notice in writing to all members entitled to receive the same specifying the place, day and hour of the meeting. 39. The accidental omission to give any such notice on the non- receipt of any such notice by members to whom it should be given, shall not invalidate any resolution passed or proceeding held at such meeting. 6

40. Two members present personally shall be a quorum for all purposes as any General Meeting.

PROCEEDINGS AT GENERAL MEETINGS

41. The ordinary business of an Annual General Meeting shall be to receive and consider the Profit & Loss Account, the Balance-sheet and the Reports of the Directors and the Auditors, to elect Directors in place of those retiring by rotation, to appoint Auditors and fix their remuneration and to declare dividends. All other business transacted at an Annual General Meeting and all business transacted at an Extra-Ordinary General Meeting shall be deemed special business. 42. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. 43. If within half-an-hour from the time appointed for the meeting a quorum be not present, the meeting, if convened upon the requisition of members, as aforesaid, shall be dissolved, but in any other case it shall stand adjourned in accordance with the provisions of sub-section (3), (4) and (5) of Section 174 of the Act. 44. Any act or resolution which, under the provisions of these Articles or of the Act is permitted or required to be done or passed by the Company in General Meeting shall be sufficiently so done or passed if effected by an Ordinary Resolution as defined in Section 189 (1) of act to be done or resolution passed by special resolution as defined in Section 189 (2) of the Act. 45. The Chairman of the Board shall be entitled to take the chair at general meeting if there be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the Time appointed for holding such meeting, or is unwilling to act, the members present shall Choose another Director as Chairman and if no Director be present or if all the Director present Decline to take the Chair then the members present shall on a show of hands or on a poll if Properly demanded elect one of their member being a member entitled to vote, to be Chairman. 46. Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of equality of votes, whether on a show of hands or on a poll the chairman of the meeting shall have a casting vote in addition to vote to which he may be entitled as a member. 47. At any general meeting unless a poll is (before or on the declaration of the result of the show of hands) demanded in accordance with the provisions of Section 179 of the Act, a declaration by the chairman that the resolution has or has not been carried, or has or has not been carried either unanimously or by a particular majority, and an entry to Company shall be conclusive evidence of the fact without proof of the number or corporation of the votes cast in favour of or against resolution. 48. (a) If a poll be demanded as aforesaid it shall be taken forthwith on a question of Adjournment or election of a Chairman and in any other case in such manner and at such time, Not being later than forty eight hours from the time when the demand was made and at such Place as the Chairman of the meeting directs, and subject as aforesaid, either of at once or after

An interval or adjournment or otherwise and the result of the poll shall be deemed to be the Decision of the meeting on the resolution on which the poll was demanded. (b) The demand for a poll may be withdrawn at any time. (c) Where a poll is to be taken the Chairman of the meeting shall appoint two scrutinizers, one at least of whom shall be member ( not being an officer or employee of the Company )present at the meeting provided such a member is available and willing to be appointed to scrutinize the votes given on the poll and to report to him thereon. (d) On a poll a member entitled to more than one vote, or his proxy or other person entitled to vote for him, as the case may be need not, if he votes, use all his votes or cast in the same way all the votes he uses. (e) The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. 49. (a) The Chairman of general meeting may adjourn the same from time to time and place to place but no business shall be transacted at any adjourned meeting other than the business left un-transacted at the meeting from which the adjournment took place. (b) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid and as provided. In Article 66 it shall not be necessary to give any notice of an adjournment or of the business to transacted at an adjournment meeting. DIRECTORS
50.

(a) Every appointment, determination or removal made in pursuant to this article shall be made by notice in writing, signed by and on behalf of the appointer entitled to make the same.

(b) The Director(s) appointed under this Article shall be referred to non-retiring director(s) and the provisions of section 255 and 257 of the Companies Act and Regulation 72 of the Table A shall not apply to such Director(s).
51.

(a) Until otherwise determined in a general meeting, the number of directors shall not be less than 2 and more than 12 including Alternate Directors. (b) The first Directors under this Articles shall be:

1. Sanjeev Kumar Agrawal 2. Sanjiv A Agrawal

WORKING OR EXECUTIVE DIRECTORS 52. (a) No Director shall be disqualified from his office by reason of his contracting with the Company either as vendor, purchaser or otherwise, nor shall any contract, agreement or 8

arrangement entered into or to be entered into by or on behalf of a firm, association of persons or the Company in which any Director shall be in any way interested, be avoided or shall any Director be liable to account for the Company profit released by any such contract, agreement or arrangement or by reason only of such Director holding that office or of the Fiduciary relation thereby established but it is declared that the nature of his interest must by disclosed by him at the meeting of the Director at which the contract, agreement or arrangement is determined on, if he is interested. (b) A general notice that Director is a member of any specified firm, association of persons or company and is to be regarded as interested in all transactions with that firm, association of persons or company shall be a sufficient disclosure under this article. As regards such Director and the said transactions and after such general notice it shall not be necessary for such Director to give a special notice relating to any particular transaction with the firm, association of persons or Company. (c). A Director may vote in respect of any contract or arrangement in which he is interested, can also attend, take part or participate in the Board meetings.
53.

The Directors may meet together for discussion of business, adjourn and otherwise regulate their meeting as they think fit and determine the quorum necessary for the transaction of business. A meeting of Directors shall be held at least once in three calendar months. The quorum for a meeting shall be one third of its total strength or two directors, whichever is higher.

PROVIDES that the presence of the interested directors as defined in section 300 of the Companies Act shall be counted for the purpose of quorum. The Board may exercise powers under section 55,157 and 158 of the Companies Act in respect of foreign register, etc. MANAGING DIRECTOR
55.

54.

Subject to the provisions of the Act and of these Articles, the Board shall have power to appoint from time to time one or more of its members as Managing Director(s) of the Company upon such terms and conditions as the Board thinks fit and the Board may, by resolution, vest in such Managing Director(s) such of the powers hereby vested in the Board generally as it thinks fit and such powers may be made exercisable for such periods and upon such conditions and subject to such restrictions as it may determine. The remuneration of the Managing Director(s) may be by way of monthly payment, fee for such meeting or participation in profits, or by any or all these modes or any other mode not expressly prohibited by the Act.

POWERS OF DIRECTORS
56.

The management and control of the business of the Company shall be vested in the Directors, who in addition to the power and authorities by these present are or otherwise expressly conferred on them, may exercise such powers and do all such acts and things as may be 9

exercised or done by the company and are not hereby or by the said act, expressly directed or required or be exercised or done by the Company in general meeting but subject nevertheless to the provisions of the Act, and the presents and to any regulations from time to time made shall not invalidate the prior act of Director which would have been valid if such regulations had not been made further. The Directors may also enter into contracts or arrangements on behalf of the Company subject to the necessary disclosures required by the Act being made wherever any Director is in any way, whether directly or indirectly concerned, or interested in the contract or arrangement. The powers specified in Section 292 of the Act shall be exercised only at meetings of the Board, and may be delegated only to the extent therein stated. BOARD MEETINGS, RESOLUTIONS, ETC. 57. The Directors shall cause minutes of all the Board meetings to be duly entered in the books provided for that purpose, and shall include or cause to be included therein business transacted in the Meetings. 58. Save as otherwise provided in section 292 of the Act, a resolution shall be deemed to have been duly passed by the Board or by Committee thereof if such resolution has been circulated in draft together with the necessary notice, etc. amongst the directors or the members of the meeting, as the case may be, who were entitled to get the notice of the meeting (for the time being in India). CAPITALIZATION OF RESERVES 59. Any General meeting may resolve that any money or other assets forming part of the undivided profit of the Company standing to the credit of the reserve fund, any capital redemption reserve fund in the hands of the company and available for dividend (or representing premiums received on the issue of shares standing to the credit of the share premium account) be capitalized and distributed among such share holders as would be entitled to receive the same, if distributed by way of dividend and in the same preposition on the footing that they become entitled thereto as capital and that all or any part of such capitalized fund is applied on behalf of such share holders in paying up in full either at par or at such premium as the resolution may provide. Any unissued shares or debentures of the Company which shall be distributed accordingly or in or towards payment of uncalled liability on any issued share or debentures and that such distribution or payment shall be accepted by such share holders in full satisfaction of their interest in the said capitalized sum. 60. Whenever such a resolution as aforesaid shall have been passed, the Board shall have full power to make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and generally do all acts and things required to give effect thereto which shall be effective and bonding on all such members.

ACCOUNT 61. The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the Company or any of them shall be opened to the inspection of members not being directors. 10

62. No member (not being a director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Board or by the Company in the general meeting.
63.

(i)First Auditor of the Company shall be appointed by Board of Directors and subsequent Auditor shall be appointed in AGM. SEAL

64.

The Company shall have a common Seal and the Directors shall provide for the safe custody thereof, except otherwise required by the Act and the rules framed thereunder. The Seal shall not be affixed to any instrument, except by the authority of a resolution of the Board and except in the presence of one Director and such other person as the Board may appoint for the purpose and such Directors or Director and such other person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence. INDEMNITY AND RESPONSIBILITY

65. Save and except as far as the provision of Articles shall be avoided by the Act, the Board of Directors, Managers, Auditors, Secretary and other officers or servants for the time being of the Company and the trustees (if any) for the same time being acting in relation to any of the affairs of the Company, and every one of them and every one of their heirs or their administrators and executors shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they are or any of their executors, administrators shall or may incur or sustain by reason of any act done, concerned in or about the execution of their duty or supposed duty in their respective offices or trusts, except (if any) as they shall incur or sustain through or by their own willful neglect or default respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of either of them or for joining in any receipts for the same for conformity or for any bankers or other persons with whom any money or effects belonging to the Company shall or may be lodged or deposited or kept in the safe custody or for insufficiency or deficiency of any security upon which any money of the Company shall be invested or for any other loss, misfortune or damage which may happen in the execution of their respective office or trust or in relation thereto unless the same shall happen by or through their own neglect or default. 66. Every Director, Manager, Auditor, Treasurer, member of a Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the Company shall, if so required by the Directors, before entering upon his duties sign a declaration pledging himself to observe a strict secrecy perspecting all transactions and affairs of the Company with the customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matter which may come to his knowledge in the discharge of the duties except when required to do so by the Directors or by law or by the persons to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in these presents contained. 67. No member shall be entitled to visit or inspect any work of the Company without the permission of the Directors or to require discovery of it or any of it or may be in the nature of a trade secret, mystery of trade, secret process or any other matter which may relate to the conduct of the business of the Company and which in the opinion of Directors would be inexpedient in the interest of the Company to disclose. 11

ARBITRATION: 68. Whenever any differences arises between the Company on the one hand and any of the members, their executors, administrators or assign on the other hand, touching the true intent or construction or the incidence or consequence of these presents or of the statutes, or touching any breach or alleged breach or otherwise relating to the premises or these presents or as any status affecting the Company or to any of the affairs of the Company including the fixing of the fair value of the shares of the Company every such difference shall be referred to the decision of one or more arbitrators or an umpire to be appointed by the directors. 69. The cost of any incidental to any such reference and award shall be in discretion of umpire, who may determine the amount thereof or direct the same to be taxed as between attorney and client or otherwise and may award by whom and in what manner the same shall be born and paid. 70. The submission to arbitration shall be subject as to the mode and consequence of the reference and in all other respects to the provisions of the Indian Arbitration and conciliation Act 1996 for the time being in force. SECRECY 71. Every Director, Auditor, Trustee, Member of Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the Company shall if so required by the Directors before entering upon his duties sign a declaration pledging himself to observe strict secrecy, respecting all transactions of the company with its customers and the State of Accounts with individuals and in matters relating thereto and shall on such declaration pledge himself not to revel any of the matters which may come to knowledge in the discharge of his duties except when required so by the Directors or by any meeting or by a Court of law and except so far as may be necessary in comply with any of the provision in these presents contained.

We, the several persons whose names addresses and descriptions are subscribed herein below are desirous of being formed into a Company in pursuance of this Article of Association and we respectively, agree to take the number of shares in the Company set opposite to our respective names:S. NO. NAME, ADDRESS, OCCUPATION & DESCRIPTION OF NO.OF SHARES TAKEN (IN 12 SIGNATURE OF SUBSCIBER NAME,ADDRESS, OCCUPATION AND

SUBSCRIBERS

WORDS & FIGURES)

DESCRIPTION OF WITNESS TO THE SIGNATURE

Dated : Place :

THE COMPANIES ACT 1956

13

COMPANY LIMITED BY SHARES MEMORANDUM & ARTICLE OF ASSOCIATION OF MILLENNIUM BOARDS PRIVATE LIMITED

14