Down

THE COMPANIES ACT, XVIII OF 1994 A PRIVATE COMPANY LIMITED BY SHARES Memorandum And Articles of Association of OP- SEED CO. (BD) LTD THE COMPANIES ACT. 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF OP- SEED CO. (BD) LTD. The name of the company is OP- SEED CO. (BD) LTD. The Registered office of the company shall be situated in Bangladesh The aims and objects for which the company is established are as follows: To Set up a plant to Manufacture Electronics Led Back Light, Multi Led Lamp, Led Pilot Lamp, Led Selection Button and its Components. To carry on the business of exporting or otherwise dealing in Electronics Led Back Light, Multi Led Lamp, Led Pilot Lamp, Led Selection Button, bulbs, Tube Lights, Bulb shells, Tube shells and any kind of lights and to Manufacture all products and by- products thereof including Bulb shells, tube shells, Glassware’s, Glass Fixtures & Fittings, Tube making, paper, Glass or Tin printing etc. To own, acquire, purchase, lease, build, erect, install, establish, operate and maintain mills, factories, plants, warehouse, machinery, equipment laboratories, apparatus and other facilities for the purpose of manufacturing Bulbs, Tube Lights or any other lights by processing, treating , curing, pressing, cutting and packing. To manufacture, import, export, deal in wholesale or retail every kind of electric lamps including gasfield lamps, vacum lamps carbon lamps, and arc lamps, electric discharge tubes, and other articles instruments and things required for or capable of being used for or in connection with the generation, transformation, propagation, radiation, distribution, supply accommodation and employment or application of electricity. To acquire by purchase, lease, exchange, auction or otherwise any land, buildings and here determents of any tenure or description agricultural, commercial or otherwise, and any estate or interest therein or rights connected there with or rights of any kind of to any property, real or personal which may appear, to be necessary or convenient for any business of the company and to develop improve turn to account, deal with lease, mortgage sell or otherwise dispose of the same in such manner as may seem expedient. To carry on the business of bulbs, tube light, Drycell, Carbon rod, Zinc can manufacturing pressing, packing, printing and all other manufacturing curing or preparing processes and otherwise generally dealing in and transacting all mercantile business in Bulbs, tube light, Drycell carbon rod circ Zinc can and any other material chemicals and all products and by products thereof including. To carry on the business of manufactures of and dealers in chemical products of any nature and kind whatsoever and as wholesale and retail chemists and druggists analytical chemists, drysalters, oil and colour men, importers, exporters and manufacturers of and dealers in heavy chemicals, alkalis, acids, drugs, tanning, essences, pharmaceutical, photographical, medicinal, chemical, industrial and other preparations and articles of any nature and kind whatsoever, mineral and others water, cements, oils, prints, pigments and varnishes, compounds dyes, dyestuffs, organic or maneral intermediates, paints and colour grinders, makers, of and dealers in proprietary articles of all kinds and of electrical, chemical photographical surgival and scientific apparatus materials. To carry on the business of mining & milling all kinds of grains by taking on lease or exchange, hiring, purchasing, erecting, getting allotted or otherwise acquiring rice mills, husking mills, flour mills, grinding mills and for that purpose buying ready and forward paddy, wheat, mazie, barley and other grains, advancing money on crop of grains, making and preparing for market grains and by products of grains in any form. To carry on in all its branches the business of producing, manufacturing, processing, extracting, preserving, canning, bottling, storing, importing, exporting, selling and otherwise generally preparing and dealing in fruit, vegetables and all other crops, fish meat and all food products and by products and like commodities and business of fisheries manufacture of ice and cold storage. To carry on the business of manufacturing, procuring, importing, exporting, deasling dealing buying, selling and distributing jute, paper, cardboard, hardboard, and products these from including packages and containers made thereof and all accessories appertaining to and in connection therewith. To carry on the business of general manufacturers and to manufacture, and to manufacture, by sell and deal in machinery, apparatus materials, products and articles of all kinds. To carry on in all its branches the business of mill furnishers and to buy sell, exchange, import, export deal in manufacture, convert, render marketable, and supply all plant, machinery apparatus, metals, materials, implements, tools, hardware, stores, parts, accessories, appliances and all articles required for use in mills factories, farms, maines, repair shops and business concerns of all kinds. To carry on business as timber merchants, saw mill proprietors, and timber growers and to buy, sell grow prepare for market, export import and deal in timber and wood of all kinds, to buy, sell, clear, plants and work timber estates and to manufacture sell, buy and deal in articles of all kinds in the manufacture of which timber or wood is used. To clear, manage farm, cultivate, irrigate, make cultivate and serviceable, and otherwise work or use any land over which the company has any rights and to dispose of otherwise deal with any from or other products of any such lands, and to lay out sits for and establish temporary or permanent camps villages and towns on any such lands. To acquire by purchase, lease or otherwise, branches, sheeps farms, and poultry farms and to carry on trades or business of cattle rearers, sheep farmers and poultry farmers, and to export, import procure manufacture, produce, acquire, buy sell, distribute and deal in meat live cattle, sheep poultry eggs, hides and skin, fat, tallow, grease, offal and other animal products. To cultivate jute cotton, hemp, Tea, Coffee, rubber, coconut, timber, tobacco, spices, fruit, vegetables and all other crops and produce of the soil, to carp on and work the business of planter, growers, cultivation, winnowers thereof, to grow, prepare, manufacture, and render marketable and such crops and produce, of the soil, and to buy, sell, export, import, dispose of and deal in any crops and produce, either in its prepared, manufactured or raw state and either by wholesale or retail and to purchase take on lease or otherwise, acquire, hold and work any lands or plantations suitable for any such purposes and an concession, rights powers and privileges relating thereto. To carry on the business in all its branches of general merchants, shipping, forwarding, dispatch and financial agents and all kinds of agency business and all or any of the business of dealers in importers, and exporters, buyers, sellers and manufacturers of goods, produce and merchandise of every description manufactured or un manufactured. To carry on any other business whether, manufacturing or otherwise which may seem to the company capable of being conveniently carried on in connection with any of the objects or calculated, directly or indirectly, to enhance the value of or render profitable any of the company’s property or rights. To manage, improve, develop, sell, exchange, lease, mortgage, pledge, hypothecate, assign transfer, deliver, dispose of trun to account or otherwise deal with all or any part of the property and assets, real and personal corporeal or incorporeal, tangible or intangible any rights title and interest of the company therein, including rights, licences, privileges concession and franchise as may seem expedient and to present for registration, register or cause to be registered and deeds and documents. To obtained any legislative judicial administrative, or other Acts or authorizations of any Government or authority competent in that behalf for enabling the company to carry any of its objects in to effect and for effecting any modification of the company’s constitution, or for any other purpose which may seem expedient, to take all necessary or proper steps with the authorities, supreme, national local municipal or otherwise, of any place in which the company may have interests and to carry on any negotiation, or operations for the purpose of directly or indirectly, to carrying out the objects of the company or furthering the interests of its members and to oppose any proceedings, applications actions or steps taken by any government authority or body or any company, association, firm or person, which may seem calculated directly or indirectly, to prejudice the interest of the company. To enter into any arrangements and contracts with any Governments or authorities supreme, municipal local or otherwise, that may seem conducive to the authority any rights, privileges, options concessions and liceences which the company may think desirable to obtain, and to carry out exercise, or comply with any such company to be registered of recognized in any part of the world. To purchase or otherwise acquire and or undertake, wholly or part for cash, shares, stock, debentures stock or other securities or otherwise whatsoever all or any part of the business or property and liabilities of any person, firm or company carrying on any business which this company is authorized to carry on or possessed of property suitable for the purposes of this company. To establish or promote or concure in establishing or promoting any company, association of firm whose objects shall include the acquisition of all or any of the assets or liabilities of this company or the promotion of which shall be considered likely to advance directly, or indirectly, the objects of the company or the interests of its members. To enter into partnership or any arrangement for sharing profits, union of interests, co-operation, Joint venture, reciprocal concessions or otherwise, with any company, association, firm or person carrying on or engaged in or about to carry on or engage, in any business or transaction which this company is authorized to carry on or engage, in or any business or transaction capable of being conducted so as directly or indirectly to benefit, the company and to advance money to guarantee the contracts of, or otherwise assist any such company association firm or person, and to purchase, take, or otherwise acquire, shares and securities of any such company or association, firm or person, and to sell hold, reassure, with or without guarantee, or otherwise deal with the same. To amalgamate, consolidate, or merge with a view to effecting a union of interest, either in whole or in part, with or into any other companies, associations firms or persons carrying on any trade or business of a similar nature to that which this company is authorized to carry on. To undertake, assist and participate in commercial and industrial operations and undertaking is any part of the world, and both singly and in connection with other persons firms associations, and companies and corporations. To advance money to any company, association firm or person and guarantee or undertake the performance of the obligations of any company, association firm or person and the payment of dividends and interest on and the repayment or payment of, capital paid up on or other moneys payable in respect of any company association, firm or person in any case in which such loan undertaking or guarantee may be considered likely, directly or indirectly, to further the objects of this company. To subscribed for, underwrite, purchase, or otherwise acquire, and to hold, dispose of and deal in shares stocks debentures, debenture- Stock and other obligations of any other company association, trust or body or issued or guaranteed by any Government, Municipality or other Private body or authority secured or unsecured. To borrow raise or secure the payment of money in such manner as the Company shall think fit and in particular by the issue of debentures or debenture stock, perpetual or otherwise charged upon all or any of the company’s property, both present and future, including its uncalled capital, and to mortgage pledge and hypothecate part of its assets, rights or other interest as security therefor, and to purchase, redeem, pay for or discharge, such securities. To advance give credit, or deposit money securities and property to or with any company, association firm or person, and on such terms as may seem expedient. To receive from any person or persons or from any firm, association, partnership or corporate body, whether a member, or members director or directors, employee or employees of the company or otherwise money or securities on deposit at interest or for safe custody or otherwise and generally to act as agents. To accept stock, shares, debentures, mortgage debentures or other security of any other company in payment or part payment for services rendered or for any sale made to or debt owing from any such company. To issue any shares of the company as full or in part paid up and at par or at a premium. To open an account or accounts with any firm or company or with any Bank or Banker and to pay into and withdraw money from such account or accounts. To enter into agreement with and/ or employ technicians, specialists, export, consultants, workers and other persons having special knowledge of matters relating to the business of the company, as may be necessary or expedient for conducting the business of the company on such terms conditions and stipulations as the company may deem proper. To appoint legal and technical advisors, secretaries and treasures for the company and to pay the necessary expenses and remuneration to the same. To remunerate the Directors, officials, agents, employees and servants of company and other as the company may think proper, and to formulate and carry into effect and plan for sharing the profits of the company with Directors, officials, agents , employees and servants of the company or any of them. To depute any of the representatives, Directors, Management, or other employees of the company to any part of Bangladesh or abroad for any of the purposes which may be expected to benefit the company, directly or indirectly, with such staff a expenses as may be necessary for purposes and to make payment or to give remuneration to such person or persons through whose agency, assistance or mediation or efforts necessary facilities and help are made available to the company towards one object of the company. IV. The liability of Members is Limited. V. The capital of the company is Tk. 200,00,00,000/- (Taka Two Hundred crore) divided into 200,00,000 (Two Hundred lakhs) ordinary shares of Tk. 100/- each of the classification and with the right and privileges attaching thereto as are or may be provided by the Regulations of the company for the time being. The company shall have power to increase or reduce the capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges, or conditions as may be determined by or in accordance with the Regulations of the company and to vary the classifications and to modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Regulations of the company and to consolidate or subdivide the shares and issue shares or lower denomination. We the several persons whose names and addresses are subscribed, are desirous 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: Names, Addresses and description of subscribers Nationality No. Os shares subscribed Signature of Subscribers Name, Addresses and descriptions of Witness 1. Koha Co. Ltd 4-26-11 Higashi- Oizumi Nerima Ku, Tokyo 178 Japan Represented by its Director Mr. S. Arakawa Address: 2. Mr. A. Ando Address: 3-19-8 Inokashira Mitaka City Tokyo Japan Business Japanese Japanese 19(Nineteen Shares) 1 (One Share) Total 20 (Twenty Shares) Dated, the …………………24th …………………. Day of …….. May ……………1997. Md. Johirul Islam M.Com. LL.B. ITP. C.A (Inter) Manager (Taxation & Company Law) A.Qasem & Co. Chartered Accountants Chittagong. THE COMPANIES ACT. 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES ARTICALES OF ASSOCIATION OF OP- SEED CO., (BD) LTD. Preliminary 01,　The regulations contained in Schedule- 1 of the Companies Act, 1994 with respect to such provisions as are applicable to Private Limited Companies shall apply so far only as they are not negated by or are not contained in the following Articles or any other Articles that may from time to time be framed by the Company. Interpretation 02. In the construction of these Articles unless inconsistent with the context, the singular shall include the plural and the masculine shall include the feminine and vice versa and the following words and expressions shall have the following meanings: Company means OP- SEED CO., (BD) LTD., Articles mean these Articles of Association, Capital means the share capital for the time being raised, or authorized to be raised, for the purpose of the Company. And subject as aforesaid and unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Act in force at the date at which these articles become binding on the Company. Private Company 03. The Company is a Private Limited Company within the meaning of Section 2 (1) (q) of the Companies Act, 1994. Share Capital 04. The Authorized Share capital of the Company is Taka 200,00,00,000/- (Taka Two Hundred crores)only divided into 200,00,000 (Two Hundred lakhs) ordinary shares of Taka 100/- (Taka one hundred) each with power to increase or reduce the capital and to divide the share capital into different classes and to attach thereto any special right or privilege or condition as regard dividends, repayment of capital, voting or otherwise or to consolidate or sub-divide the shares. Share Certificate 05. The certificate of title of shares and duplicate thereof whenever necessary, shall be issued to the members under the common seal of the Company and shall be signed jointly by the Managing Director and any other Directors as determined by the Board of Directors of the Company. Any two or more joint holders of shares for the purpose of these Articles shall be treated as a single member and the certificate in respect of any such shares shall, unless otherwise stated authorized by all the joint holders in writing, be delivered to the person first named in the register. If any certificate is worn out, destroyed, defaced, or lost, a new certificate may be reissued in lieu thereof on such terms and on such indemnity as the Board of Directors may think fit." Transfer and Transmission of Shares 06. The Instrument of Transfer of any share in the Company shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof. With the approval of the Board of Directors, any share may be transferred by a shareholder to his or her wife, husband, son, daughter, brother, sister, father, mother. Except as aforesaid no share shall be transferred to any person who is not a member of the Company so long as any member is willing to purchase the same at the fair value to be determined by the Board of Directors at their discretion. The procedure ascertaining whether any member is willing to purchase any share shall be determined by the Board of Directors at their discretion. Every member desirous of transferring his/her shares shall at the first instance offer the same to the existing members of the Company. The Directors may without assigning any reason whatsoever decline to register any transfer of share including transfer to any person who is a member of the Company. Alteration of capital 07. The Directors may, with the sanction of the Company, in general meeting increase the share capital by such sum to be divided into shares of such amount, as the resolution shall prescribe. The Company may, by special resolution, reduce its shares capital in any manner and subject to any incident authorized and consent required by law. Borrowing Powers 08. The Board of Directors may, from time to time, raise or borrow any sum or sums of money for the Company from any person, bank, firm, company and particularly from any Director and may secure the payment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by making, drawing, accepting or endorsing on behalf of the Company any promissory note or giving or issuing any other security of the Company or by mortgage or by charge or by the perpetual or terminable and with or without a trust deed charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being. General Meeting 09. There shall be at least one ordinary general meeting to be called the Annual General Meeting every year. It should be held every calendar year as soon as practicable after the annual closing of accounts of the Company but not later than fifteen months from the date of the last Annual General Meeting of the Company. The first General Meeting shall be held within 18 months from the date of its incorporation. The above meeting shall be called Annual General meeting and any other meeting of the members of the Company shall be called Extra ordinary General Meeting and presided over by the Chairman of the Company and in his absence by any of the Directors of the Board as may be decided. Proceeding of General Meeting 10. Subject to the provisions of Section 87 of the Companies Act, 1994 related to special resolutions at least twenty one days notice from the date of posting of the notice specifying the place, the date and hour of the general meeting shall be given and in the case of special business, the general nature of such business shall be notified to the members. Provided that, if all the members entitled to attend and vote at any such meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty one days notice has been given. Quorum (General Meeting) 11. 2 (Two) members either physically or by proxy present will form quorum for transacting any business at any General meeting. Vote of Members 12. On a show of hands every member present in person shall have one vote and upon a poll every member present in person or by proxy or attorney shall have one vote for every share held by him. On a poll, votes may be given either personally or by attorney or by representative with a letter of authorization and this letter of authorization shall be deposited at the registered office of the Company not less than seventy two hours before the time of holding meeting." Directors 13. Until otherwise determined by the Company in General Meeting, the number of Directors shall not be less than 02 (Two) and not more than 10 (Ten). The following persons shall be the first Directors of the Company unless any one of them voluntarily resigns from the said office. The Directors may be removed from the Board under the provisions of Section 106 of the Companies Act, 1994 or his or her position may be vacant under the provisions of Section 108(1) of the Companies Act, 1994. A shareholder company may also change the director representing that company in the Board of this Company. 　 Power of Directors 14. The Board of Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill up a casual vacancy or an addition to the Board by co-option so that the total number of Directors shall not at any time exceed the maximum number of Directors fixed by the Company. The management of the business of the Company shall be in the hands of the Board of Directors who may pay such expenses of any preliminary and incidental to the promotion, establishment and registration of the Company and do such acts as may be exercised and done by the Company as are not forbidden by the state or by this Articles required to be exercised or done by the Company in general meeting, subject nevertheless, to any regulation to be inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meetings, which shall be valid and effectual. Board Meeting 15. 2 (Two) members present in person and qualified to vote shall form a Quorum for transacting any business. Circular Resolution 16. A resolution or circular in writing signed by all the directors shall be as valid and effectual as if it had been passed at the meeting of the Board of Directors duly called and constituted. 17. Questions arising at any meeting shall be decided by a majority of votes, each Director having one vote and in case of an equality of votes, the Chairman shall have a second or casting vote. Video Conference 18. For the purpose of a meeting of the Board, a Director or his alternate may participate in a meeting of the Board by means of physical presence (preferably) or video conference and such participation shall constitute the presence of such Director and/ or his alternate and the proceedings of such meeting shall be minuted and recorded as soon as practicable, in any event, not later than 7 days from the date of such meeting. Alternate Director 19. The Board of Directors may appoint an Alternate Director to act for Director (hereinafter called “the Original Director”) during his absence for a period of not less than three months from Bangladesh. An alternate Director appointed under this Article shall not hold office as such for a period longer than that permissible to the Original Director and shall vacate the office, immediately after he receives information that the original director has returned to Bangladesh. If the terms of office of the Original Director is determined before he so returns to Bangladesh, any provisions in the Act or in these Articles for the automatic reappointment of retiring Directors in default of another appointment shall apply to the Original Director and not to the Alternate Director. Chairman 20. The Directors shall appoint one of their body as the Chairman of the Company. unless otherwise decided by the Board of Directors of the Company. Chairman at his discretion or on the requisition of any Director may at any time call a meeting of Board of Directors of the Company. He may voluntarily resign from the post. In the case of vacancy, the Directors may appoint a new Chairman amongst themselves in a meeting and resolution taken by the Board of Directors. Managing Director 21. The Directors shall also appoint one of their body or anyone else as Managing Director of the Company and as per the Companies Act, 1994 unless otherwise decided by the Board of Directors of the Company. He shall perform such functions and exercise such powers as may be decided by the Board of Directors. Subject to the provision of the Act the day to day Operations, Management and Administration of the Company shall be in the hands of the Managing Director in accordance with the terms of their respective contracts or in such other manner and to such extent as the Directors may from time to time decide. Bank Account 22. The Company shall open Bank Account with any Commercial Bank/Private Bank or Financial Institutions and shall be operated as per decision by the Board of Directors of the Company from time to time." Representation of companies 23. The Company shall accept appointment of any individual as representative director from any institutional shareholder of the company. If the Company forms another subsidiary company or invests in share capital of another company, it may also appoint any individual(s) as its representative director in that subsidiary/investee company, depending on the provisions of the Articles of Association of that subsidiary/investee company. The person so appointed shall be entitled to exercise the same powers on behalf of the Company which he represents as if he were an individual shareholder director. " Disqualification of Directors 24. In provision of Section 108(1) and 94 (1) of the Companies Act, 1994, the office of the Directors shall be vacated if : a) he/she fails to obtain within the time specified in provision of Section 97(1) of the Companies Act, 1994 or any time thereafter ceases to hold the qualification share necessary for his/her appointment, or b) he/she is found to be a person of unsound mind by a court of competent jurisdiction, or c) he/she is adjudged insolvent, or d) he/she fails to pay calls made on him in respect of shares held by him within six months from the date of such calls being made, or e) absent himself /herself from three consecutive meetings of the Directors or from all meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Directors. f) removed from the Directorship by an extra-ordinary resolution. Notice 25. When a notice is sent by registered post, service of the notice shall be deemed to be effectual by properly addressing, prepaying and posting a letter containing the notice and unless contrary is proved to have effect at the time when the letter would have delivered by post and Regulation no 113 to 117 of the Schedule-I of the Companies Act, 1994 shall apply. Dividend and Reserve 26. The Company in a general meeting may declare dividend but no dividend shall exceed the amount recommended by the Directors and no dividend shall be paid otherwise than out of the profits of the Company for the year or any other undistributed profits and the Directors may from time to time pay to the member such interim dividend as they think fit. Dividend shall be paid within two months from the date of its declaration. The Board of Directors shall have absolute power as to the employment of the reserve fund created out of the net profits of the Company. The Seal 27. The Company shall have a common seal which will remain in the custody of authorized person as decreed by the Managing director and will be used only with the authority of the Board of Directors. Accounts and Audit 28. The Directors shall cause to be kept proper books of accounts as provided in Section 181 of the Companies Act, 1994. An Auditor shall be appointed and his or her or their duties regulated in accordance with Section 210 to 213 of the Companies Act, 1994 or any statutory modification thereof for the time being in force. Every account when audited and approved at the General Meeting shall be conclusive except so far regards to any error. Any such error when discovered within or before the audit of the next account shall be corrected forthwith. A balance sheet shall be made out in every year and laid before the Company in general meeting made up to a date not more than six months before such meeting. The balance sheet shall be accompanied by a report of the directors as to the Company's affairs, the amount which they have recommended to be paid by way of dividend and the amount (if any) which they have proposed to carry to a reserve fund. Returns 29. The Board of Directors shall duly comply with the provisions of the act or any statutory modifications thereof for the time being in force. Oath of Secrecy 30. Every Director, Managing Director, General Manager, Secretary, Auditor, Accounts officer, Agent or other person employed in the business of the Company shall have to observe strict secrecy respecting all business and transactions of the Company with the individuals and other persons and in all matter relating thereto, shall pledge himself not to reveal any of the matters which may come to his knowledge in course of discharging his duties except when required to do so by resolution of the Company or by a court of law or where the person connected is required to do is in order to comply with provisions of the law or these presents. Indemnity 31. The Chairman, Managing Director and Director, Secretary and other officers and servants shall be indemnified by the Company for all losses and expenditure incurred by him or them respectively in or about the discharge of their duty except for their willful act, neglect or default, and the Directors shall pay out of the fund of the Company in cash all such losses and expenses which the Managing Director or any other Director, Secretary and other officers or servants may in any way incur in discharging his or their duties and the amount for which indemnity to be provided shall immediately attach a lien on the property of the Company and have priority over all claims. Arbitration 32. If and whenever any difference shall arise between the Company and any of the members or their representative touching the construction of any of the Articles herein contained or any Act, matter or thing made, done or omitted in regard to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reason of these presents or of the statutes or any of them, such difference shall forthwith be referred to two Arbitrators, one to be appointed by each party and a third arbitrator may be chosen by the two Arbitrators, if deemed necessary, before entering on the consideration in accordance with the provisions of the Arbitration Act, 2001. Winding Up 33. If the Company is wounded up the surplus assets (subject to any rights attached any special classes of shares forming part of the capital for the time being) of the Company be applied first in the repayment of capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members in proportion to the number of shares held by them respectively. The Director, the Secretaries, the Auditors and other Officers or Servants for the time being in relation to any of the affairs of the Company be indemnified out of the assets of the Company from and against all or any act done or omitted in or about the bonafied execution of their duty. We the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this Articles of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names: Accepted as new Articles of Association (Amended Clause No: 2, 4 Inserted as Same Clause , Amended Clause No. 10,11 inserted Clause No:8, Amended clause no.12,13,14 inserted Clause No: 9, Amended Clause No: 15,16 Inserted Clause No: 10, , Amended Clause No: 17,18,19,21 Inserted Clause No: 13, Amended Clause : 24,25,26,27,28,29 Inserted Clause No : 15, Amended Clause No:30,31,32 Inserted Clause No: 14, Amended Clause No:33 Inserted Clause No:24, Amended Clause No: 36,37 Inserted Clause No:26, Amended Clause No: 39,40,41 Inserted Clause No: 28, Amended Clause :46 Inserted 33, Clause No: 5,6,7,11,12,16,17,18,19,20,21,22,23,25,32 added as new clause .Clause No: 5,6,7,8,9,22,23,34,35,43 has been deleted and Clause No: 1,3,38,42,44,45 remain same as usual before by inserting new Clause No: 1,3,27,29,30,31 adopted as No changes. Clause No. Form 01 To 33 which has been adopted vide special resolution Date : 15/05/2018.