MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

JIND AGRI SERVICES PRIVATE LIMITED

_______________________________________________________

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 THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES,

MEMORANDUM OF ASSOCIATION

OF

JIND AGRI SERVICES PRIVATE LIMITED

I. The name of the Company is JIND AGRI SERVICES PRIVATE LIMITED

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

III. [A] The objects to be pursued by the Company on its incorporation are:

1. To establish, develop, handle, own, operate, organize, manage, run, charter, conduct
and to act as Agriculture Produce market Design, Build, Finance, Own and Operate
basis and warehousing including storage, handling and transportation of food-grains
and other agri- commodities in bulk, bagged, in containerized form on land, air and
water, arranging transportation of goods, passengers, articles or things on all routes
and lines on national and international level through all sorts of carriers, store in
bulk silos, or bulk/bagged storage in warehouse and to set up and operate
climatically controlled facilities for storage of perishable and other commodities, to
transport bulk liquids through pipelines, bulk dry cargo, loose dry or liquid
products, to set up and operate inland container depot, container freight station, to
act as commission agent, booking agent, indenting agent, travelling agent, cargo
owners, loading and unloading contractors, cartage contractors, C & F agent,
liaisoner, middlemen, courier, charters and to act as agent of shipping companies,
shipping corporation, ship owners and set up rail head storage facilities for all
products, to set up, operate and lease private freight terminal by procurement and
operations of railway tracks, procure and operate wagons for transportation of all
commodities including containerized commodities, to render them all types of
services relating to customs, excise, port and other related department for coming,
going and moving of caption and crews at any Indian port and within India and to
make all necessary arrangements for this purposes, to assist to provide services for
lending and shipping of cargo to and from ship and also to provide them or to
purchase and procure on their behalf all types of goods, foods, grocery provisions,
drinks and other related items and to work as clearing and forwarding agents and
stevedores on behalf of customers and act as container line agents/ sub agents and
offering logistics solutions to customers in India and abroad.

[B]Matters which are necessary for furtherance of the objects specified in clause III
A are:

2. To provide services as packers, consignors, consignee and agent for C&F of goods,
materials, luggage’s, merchandise, animals or passengers, boxes, covers, cards, papers
and valuable articles of any description whether imported or exported from place to

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 place either by air or by land or by river or by sea or partly by sea or river and partly
by land or air and to carry on the business of general carriers, railways and forwarding
agents, warehouseman, storekeepers, bounded crewman and common crewman and
for the purpose to own, hire, take on rent any buildings, warehouses or other facilities
and to operate, own and maintain garages, service stations, workshops, terminal
freight station, to store, repair, rent, motors, buses, automobiles or other vehicles, to
carry out multi model transport operations and to act as third and fourth party logistic
service provider.

3. To establish, maintain and operate shipping transport, air transport and road and rail
transport services and all ancillary services either public and/or private or both and for
these purposes as an independent undertaking to purchase, take in exchange, charter,
hire, build, construct, or otherwise acquire and to own, work, manage and trade with
steam sailing, motor and otherwise ships, ferry boats, trawlers, tankers, refrigerated
vessels, floating dry-docks, tub-boats, barrages, drifter, tugs and vessels and air crafts
and other vehicles with all necessary and convenient equipments powered or
otherwise, drifts, bulk carriers, commercial sub-marines, oil-carriers, liquid petroleum
gas carriers, hovercrafts, containerized vessels and specialized or otherwise ships of
every description, vessels, air crafts and motor and other vehicles, transport and
conveyances of every description, propelled or capable of being worked by steam,
electricity, petrol, oil, gas or any other motive power or power producing substances
with all necessary and convenient equipments and engines, tackles, gears, cars,
furniture and stores or any share or interest in ships, vessels, motor and other vehicles,
transport and conveyances of every descriptions and to maintain, repair, fitout, refit,
improve, insure, alter, sell, exchange or let out on hire or hire-purchase or charter or
otherwise deal with and dispose off any of the ships, vessels, aircraft and any of the
engines, tackles, gears, furniture, equipments and stores.

4. To acquire real or leasehold estate and to purchase, lease or otherwise acquire or

provide in any place in which any part of the business of the Company may from time
to time be carried on, all such offices, warehouses, workshops, buildings, houses for
employees and Directors, Machineries, Engines, plant and appliances as may be
considered requisite for the purpose of carrying on the business of the Company or
any part thereof.

5. To form, constitute, float, lend, money to assist and control similar associations or
undertakings whatsoever.

6. To promote, subsidise and assist companies, syndicates and partnerships of all kind in
any manner as may be thought fit in connection with any of the above objects of the
Company.

7. To hold, use, work, manage, improve, carryon, develop the undertaking, lands and
movable estate or property and assets of any kind of the Company or any part thereof.

8. To dispose of any property of the Company either absolutely or conditionally and in

such manner and upon such terms and conditions in all respects as may be thought fit
and to accept payment or satisfaction for the same in cash or otherwise.

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9. To subscribe for, take or otherwise acquire and hold shares, stocks debentures or other
securities of any other Company having objects altogether or in part similar to those
of the Company or carrying on any business capable of being conducted so as directly
to benefit of the Company.

10. To subscribe or contribute or otherwise to assist or to guarantee money to charitable,

benevolent, religious, scientific, national, public, or any other useful institutions in
their objects or purposes or for any exhibitions but not for political objects.

11. To establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or superannuation funds for the benefit of
and give or procure the giving of donation, gratuities, pensions, allowances or
emoluments to any persons who are or were at any time in the employment or service
of Company or of any Company which is a subsidiary of the Company or is allied to
or associated with the Company or with any such subsidiary company or who
are/were at any time Director or officers of the Company or of any such other
company as aforesaid and the wives, widows, families and dependants of any such
persons and also to establish and subsidise and subscribe to any institutions,
associations, club or funds calculated to be for the benefit of or to advance the interest
and well being of the Company or of any such other company as aforesaid and make
payment to or towards the insurance of any such persons as aforesaid and to any
matters aforesaid either alone or in conjunction with any such other company as
aforesaid.

12. To provide for the welfare of Directors, employees, or ex-employees of the Company
and the wives, widows and families of the dependents or connections of such persons
by building or contributing for the building, houses, dwelling or quarters, or by grants
of money, pensions, gratuities, allowance, bonus, profit sharing bonus or benefits or
other payments, or by creating and from time to time subscribing or contributing to
provident and other associations, institutions, funds profit sharing or other scheme or
trust and by providing or subscribing or contributing towards places of instruction and
recreation, hospitals and dispensaries, medical and other attendants, and other
assistances as the Company shall think fit.

13. To establish, provide, maintain and conduct or otherwise subsidise research,

laboratories and experimental workshop for scientific and technical research and
experiments and undertake and carryon with all scientific and technical research
experiments and tests of all kinds and to promote studies and research both scientific
and technical investigation and invention by providing subsiding or assisting
laboratories workshops, libraries, lectures, meeting and conferences and by providing
the remunerations of scientific or technical professor or teachers and by providing for
the award or exhibition, scholarship prizes and grants to students or otherwise and
generally to encourage promote and reward studies, researches, investigation,
experiment, tests and invention of any kind that may be considered likely to assist any
of the business which the Company is authorised to carryon.
14. To appoint any Directors or Managers of any subsidiary company or of any other
company in which this Company is or may be interested.

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15. To aid pecuniary or otherwise, any association, body or movement having similar
object, the solution, settlement or labour problems or the promotion of industry or
trade.

16. To acquire and undertake all or any part of the business property and liabilities of any
person, company carrying on or proposing to carryon any business which the
Company is authorised to carryon or possessed of property suitable for the purpose of
the Company which can be capable of being conducted so as directly to benefit the
Company and to subsidise or assist any such persons or company financially or
otherwise.

17. To vest any movable or immovable property rights or interests acquired by or

belonging to the Company in any person or Company on behalf of or for the benefit
of the Company and with or without any declared trust in favour of the Company.

18. To lend and advance money or give credit to such persons or companies and on such
terms as may seem expedient and in particular to customers and others having dealing
with Company and to guarantee the performance of any contract or obligation and the
payment of money to any such person or companies and generally to give guarantee
and indemnities.

19. To guarantee the payment of money secured or unsecured by or payable under the
respect of promissory notes, bonds, debentures, debenture-stock, contracts, mortgages
charges, obligations, instruments of any person whatsoever, whether incorporated or
not and generally to guarantee or become surety for the performance of any contracts
or obligations.

20. To undertake and execute and trust, the undertaking of which may seem to the
Company desirable either gratuitously or otherwise.

21. To carryon business or branch of a business which this Company is authorised to

carryon by means or through the agency of any subsidiary or other companies and to
enter into any arrangement with such subsidiary company for taking the profits and
bearing the loss at any business or branch so carried on, or for financing any such
business or branch so guaranteeing its liabilities or to make any other arrangements
which may seem desirable with reference to any business or branch so carried on
including power at any time and either temporarily to close any such branch or
business.

22. To pay all preliminary expenses of any company promoted by the Company or any
company in which this Company is or may contemplate being interested including in
such preliminary expenses all or any part of the cost and expenses of owners of any
business or property acquired by the Company.

23. To procure the incorporation, registration or other recognisation of the Company in

any country, state or place outside India and to establish and maintain local registers
and branches places of business in any part of the world subject to law in force.
24. To create any depreciation fund, reserve fund, sinking fund, insurance fund,
educational fund or any other special fund or reserves whether for depreciation or for
repairing improving, extending or maintaining any of the properties of the Company

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 or for redemption of debentures or redeemable preference shares or for any other
purposes conducive to the interest of the Company.

25. Subject to the provisions of the Companies Act, 2013 to place to reserve or to
distribute as dividends or bonus shares among the members or otherwise to apply any
money received by way of premium on shares or debentures issued at a premium by
the Company and any money received in respect of dividends accrued on or arising
from the sale of forfeited shares.

26. To establish, promote or concur in establishing or promoting any company or

companies for the purpose of acquiring all or any of the properties, rights and
liabilities of the Company or for any other purpose which may seem directly or
indirectly, calculated to benefit the Company and to place or guarantee the placing of
subscribed for or otherwise acquired all or any part of the shares, business capable of
being conducted so as directly or indirectly to benefit the Company.

27. To payout of the funds of the Company all costs, charges and expenses of and
incidental to the promotion, formation, registration and establishment of the Company
and the issue of its capital including any undertaking or other commissions, broker's
fees and charges in connection therewith and to remunerate (by cash or other assets or
by the allotment of fully or partly paid shares) or by a call or option on shares,
debentures, debenture-stocks, or securities of this or any other company or in any
other manner whether out of the Company's capital or profits or otherwise to any
person or persons for services rendered in introducing any property or business to the
Company, in placing or assisting to place or guaranteeing the subscription of any
shares, debentures, debenture-stocks, or other securities of the Company as the
Directors may think proper.

28. To draw, make, accept, endorse, discount, issue, negotiate, assign and otherwise deal
with cheques, drafts, bills of exchange, promissory notes, hundies, debentures, bonds,
bills of lading, railway, receipts, warrants and all other negotiable or transferable
instruments.

29. To insure with any other company or person against losses, damages, risks and
liabilities of all kinds which may affect this Company.

30. To open account or accounts with any firm or Company or with any bank or banks or
bankers or shroffs to pay into, withdraw money from such account or accounts.

31. To apply for, tender, purchase or otherwise acquire and contracts, sub-contracts,
licences and concessions for or in relation to the objects or business herein mentioned
or any of them and to undertake execute, carry out dispose of or otherwise turn to
account the same.

32. To employ experts to investigate and examine into the conditions, prospects, value,
character and circumstances of any business concerns and undertakings having similar
objects and generally of any assets, property or rights.
33. To take part in the management, supervision and control of the business or
operation of any company or undertaking having similar objects and for that

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 purpose to appoint and remunerate any directors, trustees, accounts or other
experts.

34. Subject to the provisions of the Act, to pay for any properties, rights or privileges
acquired by the Company either in shares of the Company or partly in shares and
partly in cash or otherwise.

35. To amalgamate, merge, demerge, enter into partnership or into any arrangement
for sharing or pooling of profits, amalgamation, union of interest, cooperation, joint
venture, reciprocal concession or otherwise with any person, firm or company
carrying on or engaged in or about to carryon any business or transaction which
may seem capable of being carried on or conducted so as, directly or indirectly to
benefit the Company.

36. To lend, invest or otherwise employ or deal with money belonging to or entrusted
to the Company in securities and shares or other movable or immovable property
or without security upon such terms and in such manner as may be thought proper
from time to time, to vary such transactions and investment in such manner as the
Directors may think fit subject to the provisions of the Companies Act, 2013.

37. To purchase or otherwise acquire, protect, prolong and renew any patents, rights,
inventions, licences, protections and concessions which may appear likely to be
advantageous or useful to the Company and to use and turn to account the same
and to grant licence or privileges in respect of the same.

38. To pay or satisfy the consideration for any property, rights, shares, securities or
assets whatsoever which the Company is authorised to purchase, or otherwise
acquire either by payment in cash or by the issue of shares, or other securities of
the Company, or in such other manner as the Company may agree to partly in one
mode and partly in another.

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

40. To furtherance of the aforesaid objects of the Company:

[a] To enter into negotiations with and enter into arrangements and contracts and
conclude the same with foreign and/or Indian parties and other persons for
obtaining by grant, licence, and/or on other terms, formulate and other rights
and benefits, and to obtain technical and engineering information assistance
and service know-how and expert advice for installation of plant and
machinery, production and manufacture of any products, and

[b] To pay for technical know-how, technical and engineering assistance and
information and/or service rights or privileges acquired by the Company either
in shares of the Company or partly in cash or otherwise.

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 [c] To pay to promoters such remuneration and fees and otherwise recompensate
them for their time and for the service rendered by them.

41. To do above things as may be incidental or conducive to the attainment of above

objects, as principals and as or through agents, brokers, trustees, contractors, either
alone or in partnership or in conjunction with others.

42. Subject to the provisions of the Companies Act, 2013 and the Rules made thereunder
and the directives of the Reserve Bank of India, to borrow or raise or secure the
payments of money or to receive money on deposit at interest for any of the purposes
of the Company and at such time and from time to time and in such manner as may be
thought fit and in particular by the issue of debenture or debenture-stock convertible
into shares of this or any other company or perpetual annuities and as security for any
such money so borrowed, raised or received or for any such debentures or debenture-
stocks so issued to mortgage, pledge or charge the whole or any part of the property,
assets, or revenue and profits of the Company present or future including its uncalled
capital by special assignments or otherwise or to transfer or convey the same
absolutely or in trust and to give the lenders powers of sale and other powers as may
seem expedient and to purchase, redeem or payoff any such securities and also by a
mortgage, charger or lien to secure and guarantee the performance by the Company or
any other person or company as the case may be provided that the Company shall not
carryon banking business as defined in the Banking Regulation Act, 1949.

43. To enter into any agreements and to take all necessary or proper steps with
Governments or with other authorities imperial, supreme, national, local, municipal or
otherwise of any place in which the Company may have interests and to carryon any
negotiations or operations for the purpose of carrying out the objects of the Company
directly or indirectly or effecting any modifications in the constitution of the
Company or furthering interests of its members and to oppose any such steps taken by
any other Company, firm or person which may be considered likely directly or
indirectly to prejudice the interest of the Company or its members and to promote or
assist the promotion, whether directly or indirectly of any legislation which may
appear to be in the interests of the Company and to oppose and resist, whether directly
or indirectly, any legislation which may seem disadvantageous to the Company.

44. To apply for, promote and obtain any Act or Parliament or legislature, charter,
privilege, concession, licence or authorisation of Government State or Municipality
provisional order or licence of the Board of Trade or other authority for enabling the
Company to carry out any of the objects into effect or for extending any of the powers
of the Company for effecting any modification of the constitution of the Company for
any other purpose which may seem calculated, directly or indirectly to prejudice the
interests of the Company.

45. To make and/or receive donations, gifts or income to or from such persons; institution
or trusts and in such cases and whether of cash or any other assets as may be thought
directly or indirectly to benefit the Company or any of the objects of the Company
and also to remunerate any person or corporation introducing or assisting in any
manner the business of the Company.

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46. To establish and support or aid in the establishment of and support associations,
institutions, companies, societies, funds, trusts and conveniences for the benefit of the
employees or ex-employees or of persons having dealing with the Company or the
dependents, relatives or connections of such persons and in particular friendly or other
benefit societies and to grant pensions, allowances and bonuses either by way of
annual payments or by way of lumpsum and to make payments towards insurance to
form and contribute to provident and benefit funds, or to such persons.

47. To indemnify members, officers, directors, agents and employees of the Company
against proceedings cost, damages, claims and demands in respect of anything done or
ordered to be done by them and in the interest of the Company or any loss, damage or
misfortune whatsoever which shall happen in the execution of the duties of their
offices or in relation thereto.

48. To establish agencies in India and elsewhere for sale and purchase to regulate and
discontinue the same subject to law in force.

49. Subject to the provisions of the Act, the company shall have power to borrow any sum
or sums of money for the purpose of the Company on such terms and conditions and
from such person or persons, firms, bank or any financial, industrial, institutions or
any government or semi-government corporation as the Company may deem fit.

50. To deal in agricultural and vegetable products of all kinds, grains, cereals, pulses,
fruits, flowers, cloves, cardamom, cassia, saffron, cummins seeds, pepper, ginger and
other spices, cotton, coffee, coco, tobacco, bidi leaves, rubber, indigo, lakh,
sugarcane, raw sugar, sugar and its derivatives oilseeds and essential oil producing
seeds, plants, herbs, tubers, drugs, medicinal plants, and tanning materials of all kinds,
sandalwood, rosewood, grasswood, timber, and other law materials that are the
produce of land and to sell, purchase, import, export and deal in the same and to
carryon allor any of the business of farmers, poultry farming, fisherman, dairying,
livestock breeding dead stock, meat, cattle food and feeding and factoring
preparations of every kind maker and manufacturers of manures and fertilizers,
pesticides, fungicides and agrochemicals of all kinds and their formulations and
mixtures, paper pulp and paper.

51. To carry on the business of purchase, sale, import, export and to deal as trader, agent,
broker, representative or otherwise in agricultural commodities and products like
grains, cereals, pulses, raw cotton, sugar and various other agri commodities and
products like oil seeds, oil cakes, deoiled cakes, vanaspati and various edible and non-
edible oils of every description, their products and derivatives.

52. To undertake, carryout, promote and sponsor rural development including any
programme for promoting the social and economic welfare of, or the uplift of the
people in any rural area and to incur any expenditure on any programme of rural
development and to assist execution and promotion thereof either directly or through
an independent agency or in any other manner, without prejudice to the generality of
the foregoing, "Programme of rural development" shall also include any programme
for promoting the social and economic welfare of or the uplift of the people in any
rural area which the Directors consider it likely to promote and assist rural
development, and that the words "rural area" shall include such areas as may be

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 regarded as rural areas under the Income Tax Act, 1961. or any other law relating to
rural development for the time being in force or as may be regarded by Directors as
rural areas and the Directors may at their discretion in order to implement any of the
above mentioned objects or purpose transfer without consideration at a such fair or
concessional value as the Directors may think fit and divest the ownership 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 or Fund as may be
approved by competent authority.

53. To undertake, carry out, promote and sponsor or assist any activity for the promotion
and growth of national economy and for discharging what the Directors may consider
to be social and moral responsibilities of the Company to the Public or any section of
the public as also any activity which the Directors consider likely to promote national
welfare or social, economic or moral uplift of the Public or any section of the public
and in such manner and by such means as the Directors without prejudice to the
generality of the foregoing, undertake, carry out, promote and sponsor any activity for
publication of any books, literature, newspapers, or for organising lectures or
seminars likely to advance these objects or for giving merit awards, for giving
scholarships, loans or any other assistance to deserving students, other scholars or
persons to enable them to prosecute their studies or academic pursuits or research and
for establishing, conducting or assisting any institution, fund, trust, having any one of
the aforesaid objects as one of its objects, by giving donations any of the above
mentioned objects or purposes transfer without consideration or at such fair
concessional value as the Directors may think fit and divest the ownership 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 Trusts or funds as the
Directors may approve.

54. To institute, conduct, defend, compound, and compromise any legal proceedings
against or by the Company

55. To do all and everything necessary, suitable or proper for the accomplishment of any
of the purposes or the attainment of any of the objects or the furtherance of any of the
powers herein before set forth

IV. The liability of the members is limited and this liability is limited to the amount unpaid,
if any, on the shares held by them.

V.The 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/- each.

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We, the several persons, whose names, address and description 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 against our
respective names:

Name, address, description and Number of Signature of Signature, name,

occupation of each Subscriber Equity Shares subscribers address,
taken by each description and
Subscriber occupation of
witness.
1.Surat Goods Transport Private 5100 Sd/-
Limited (Five I witness to the
Thousand subscriber who has
Regd Off: Viraj Impex House 3rd One Hundred subscribed & signed
Floor 47 P D Mello Road Shares) in my presence on
Mumbai Mumbai City 400009. 30/12/2016 at
Mumbai. Further I
(signed by authorised representative have verified details
Mr. Vijay Gupta vide resolution for identification &
dated 14/12/2016) satisfied myself of
their identification
particulars as filled
2.Total Shipping & Logistics 2300 Sd/- in.
Private Limited (Two
Thousand
Regd Off: Viraj Impex House, 47 Three Hundred
P D Mello Road Mumbai 400007 Shares) Sd/-
(signed by authorised representative
Mr. Vishal Gupta vide resolution
dated 14/12/2016) Shreya Shah
D/o Hitesh Shah
3. B L A Power Private Limited 2600 Room No.15/16;
(Two Sd/- Godiji Building
Regd Off: 84, Maker Chambers Thousand no.1, Near Godiji
III Nariman Point Mumbai Six Hundred Jain temple ,
400021 Shares) Kika street ,
Gulalwadi Pydhonie,
(signed by authorised representative Mumbai-03
Mr. Santok Singh vide resolution
dated 06/12/2016) Company Secretary
_____________
10000
(Ten Thousand
Shares)

Dated this 30th day of December, 2016.

Place:Mumbai

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_________________________________________________________________________
THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

JIND AGRI SERVICES PRIVATE LIMITED

Preliminary

Table F excluded

a) The regulations for the management of the Company and for the observance of the
members thereof shall be as contained in these Articles.

b) The regulation contained in Table 'F'in the First Schedule to the Act (hereinafter
referred to as “Table F”) shall be deemed to be incorporated with and to form part of
these Articles with the exception of such portions of Table ‘F” as are hereinafter
expressly or by necessary implication excluded altered or modified,

Interpretation

I. (1) In these regulations—

(a) “the Act” means the Companies Act, 2013,

(b) “the seal” means the common seal of the company.

(2) Unless the context otherwise requires, words or expressions contained in theseregulations
shall bear the same meaning as in the Act or any statutory modification thereofin force
at the date at which these regulations become binding on the company.

Private Company

II. 1. The Company is a private company within the meaning of section 2(68) of the Act,

The minimum paid up capital of the Company shall be as may be prescribed, and by its
articles:-

i) Restricts the right to transfer Shares of the Company in the manner herein
prescribed.

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 ii) Limits the number of members of the Company (exclusive of persons who are
in employment of the Company, and persons who having been formerly in the
employment of the Company, were members of the Company while in that
employment and have continued to be members after the employment ceased)
to 200 (two hundred); provided that two or more persons holding one or more
Shares in the Company jointly, shall for the purpose of these Articles be
treated as a single member.

iii) Prohibits any invitation to the public to subscribe for any securities of the
Company.

Share capital and variation of rights

2. Subject to the provisions of the Act and these Articles, the shares in the capital ofthe
company shall be under the control of the Directors who may issue, allot or
otherwisedispose of the same or any of them to such persons, in such proportion and
on such termsand conditions and either at a premium or at par and at such time as they
may from time totime think fit.

3. (i) Every person whose name is entered as a member in the register of members shallbe
entitled to receive within two months after incorporation, in case of subscribers to
thememorandum or after allotment or within one month after the application for
the registrationof transfer or transmission or within such other period as the
conditions of issue shall beprovided,—
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment oftwenty
rupees for each certificate after the first.

(ii) Every certificate shall be under the seal and shall specify the shares to which
itrelates and the amount paid-up thereon.

(iii) In respect of any share or shares held jointly by several persons, the companyshall
not be bound to issue more than one certificate, and delivery of a certificate for a
shareto one of several joint holders shall be sufficient delivery to all such holders.

4. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no
further space on the back for endorsement of transfer, then upon production and
surrenderthereof to the company, a new certificate may be issued in lieu thereof,
and if any certificateis lost or destroyed then upon proof thereof to the satisfaction
of the company and onexecution of such indemnity as the company deem adequate,
a new certificate in lieu thereofshall be given. Every certificate under this Article
shall be issued on payment oftwenty rupees for each certificate.

(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debenturesof the
company.

5. Except as required by law, no person shall be recognised by the company as holdingany

share upon any trust, and the company shall not be bound by, or be compelled in
anyway to recognise (even when having notice thereof) any equitable, contingent,

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 future orpartial interest in any share, or any interest in any fractional part of a share, or
(except only asby these regulations or by law otherwise provided) any other rights in
respect of any shareexcept an absolute right to the entirety thereof in the registered
holder.

6. (i) The company may exercise the powers of paying commissions conferred bysub-
section (6) of section 40, provided that the rate per cent. or the amount of the
commissionpaid or agreed to be paid shall be disclosed in the manner required by
that section and rulesmade thereunder.

(ii) The rate or amount of the commission shall not exceed the rate or amount prescribedin
rules made under sub-section (6) of section 40.

(iii) The commission may be satisfied by the payment of cash or the allotment of
fullyor partly paid shares or partly in the one way and partly in the other.

7. (i) If at any time the share capital is divided into different classes of shares, the
rightsattached to any class (unless otherwise provided by the terms of issue of the
shares of thatclass) may, subject to the provisions of section 48, and whether or not
the company is beingwound up, be varied with the consent in writing of the holders
of three-fourths of the issuedshares of that class, or with the sanction of a special
resolution passed at a separate meetingof the holders of the shares of that class.

(ii) To every such separate meeting, the provisions of these regulations relating
togeneral meetings shall mutatis mutandis apply, but so that the necessary quorum
shall be atleast two persons holding at least one-third of the issued shares of the
class in question.

8. The rights conferred upon the holders of the shares of any class issued withpreferred
or other rights shall not, unless otherwise expressly provided by the terms of issueof
the shares of that class, be deemed to be varied by the creation or issue of further
sharesranking pari passu therewith.

9. Subject to the provisions of section 55, any preference shares may, with the sanctionof
an ordinary resolution, be issued on the terms that they are to be redeemed on such
termsand in such manner as the company before the issue of the shares may, by
special resolution,determine.

Lien

10. (i) The company shall have a first and paramount lien—
(a) on every share (whether or not being a fully paid share), for all monies
(whether presentlypayable or not) called, or payable at a fixed time, in respect
of that share; and

(b) on all shares (whether or not being fully paid shares) standing and registered in
the name ofa single person, for all monies presently payable by him or his
estate to the company:

14
 Provided that the Board of directors may at any time declare any share to bewholly
or in part exempt from the provisions of this clause.

(ii) The company’s lien, if any, on a share shall extend to all dividends payable and
bonuses declared from time to time in respect of such shares.

11. The company may sell, in such manner as the Board thinks fit, any shares on
whichthe company has a lien:

Provided that no sale shall be made-

(a) unless a sum in respect of which the lien exists is presently payable; or

(b)until the expiration of fourteen days after a notice in writing stating

anddemanding payment of such part of the amount in respect of which the lien
exists as ispresently payable, has been given to the registered holder for the time
being of theshare or the person entitled thereto by reason of his death or
insolvency.

12. (i) To give effect to any such sale, the Board may authorise some person to transfer
the shares sold to the purchaser thereof.

(ii) The purchaser shall be registered as the holder of the shares comprised in any such
transfer.

(iii) The purchaser shall not be bound to see to the application of the purchase money,
nor shall his title to the shares be affected by any irregularity or invalidity in the
proceedingsin reference to the sale.

13. (i)The proceeds of the sale shall be received by the company and applied inpayment
of such part of the amount in respect of which the lien exists as is presently
payable.

(ii)The residue, if any, shall, subject to a like lien for sums not presently payable
asexisted upon the shares before the sale, be paid to the person entitled to the
shares at thedate of the sale.

Calls on shares

14. (i) The Board may, from time to time, make calls upon the members in respect of any
monies unpaid on their shares (whether on account of the nominal value of the
shares or byway of premium) and not by the conditions of allotment thereof made
payable at fixed times:

Provided that no call shall exceed one-fourth of the nominal value of the share or
bepayable at less than one month from the date fixed for the payment of the last
preceding call.

15
 (ii) Each member shall, subject to receiving at least fourteen days’ notice
specifyingthe time or times and place of payment, pay to the company, at the time
or times and place sospecified, the amount called on his shares.

(iii) A call may be revoked or postponed at the discretion of the Board.

15. A call shall be deemed to have been made at the time when the resolution of
theBoard authorising the call was passed and may be required to be paid by
instalments.

16. The joint holders of a share shall be jointly and severally liable to pay all calls
inrespect thereof.

17. (i) If a sum called in respect of a share is not paid before or on the day appointed
forpayment thereof, the person from whom the sum is due shall pay interest
thereon from theday appointed for payment thereof to the time of actual payment
at ten per cent. per annumor at such lower rate, if any, as the Board may
determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly or in
part.

18. (i) Any sum which by the terms of issue of a share becomes payable on allotmentor
at any fixed date, whether on account of the nominal value of the share or by way
ofpremium, shall, for the purposes of these regulations, be deemed to be a call
duly made andpayable on the date on which by the terms of issue such sum
becomes payable.

(ii) In case of non-payment of such sum, all the relevant provisions of these
regulationsas to payment of interest and expenses, forfeiture or otherwise shall
apply as if such sum hadbecome payable by virtue of a call duly made and
notified.

19. The Board—

(a) may, if it thinks fit, receive from any member willing to advance the same,
allorany part of the monies uncalled and unpaid upon any shares held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but
forsuch advance, become presently payable) pay interest at such rate not
exceeding,unless the company in general meeting shall otherwise direct, twelve
per cent.per annum, as may be agreed upon between the Board and the member
paying the sumin advance.

Transfer of shares

20. (i) The instrument of transfer of any share in the company shall be executed by oron
behalf of both the transferor and transferee.

16
 (ii) The transferor shall be deemed to remain a holder of the share until the name
ofthetransferee is entered in the register of members in respect thereof.

21. The Board may, subject to the right of appeal conferred by section 58 decline
toregister—

(a) the transfer of a share, not being a fully paid share, to a person of whom they
do not approve; or

(b) any transfer of shares on which the company has a lien.

22.The Board may decline to recognise any instrument of transfer unless—

(a) the instrument of transfer is in the form as prescribed in rules made undersub-
section (1) of section 56;
(b) the instrument of transfer is accompanied by the certificate of the shares towhich
it relates, and such other evidence as the Board may reasonably require to
showthe right of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.

23. On giving not less than seven days’ previous notice in accordance with section 91and
rules made thereunder, the registration of transfers may be suspended at such times
andfor such periods as the Board may from time to time determine:

Provided that such registration shall not be suspended for more than thirty days
atany one time or for more than forty-five days in the aggregate in any year.

Transmission of shares

24. (i) On the death of a member, the survivor or survivors where the member was ajoint
holder, and his nominee or nominees or legal representatives where he was a
soleholder, shall be the only persons recognised by the company as having any
title to hisinterest in the shares.

(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from
anyliability in respect of any share which had been jointly held by him with
other persons.

25. (i) Any person becoming entitled to a share in consequence of the death orinsolvency
of a member may, upon such evidence being produced as may from time to
timeproperly be required by the Board and subject as hereinafter provided, elect,
either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member
couldhave made.

(ii) The Board shall, in either case, have the same right to decline or suspend
registrationas it would have had, if the deceased or insolvent member had
transferred the share beforehis death or insolvency.

17
26. (i) If the person so becoming entitled shall elect to be registered as holder of theshare
himself, he shall deliver or send to the company a notice in writing signed by
himstating that he so elects.

(ii) If the person aforesaid shall elect to transfer the share, he shall testify his
electionby executing a transfer of the share.

(iii) All the limitations, restrictions and provisions of these regulations relating to
theright to transfer and the registration of transfers of shares shall be applicable
to any suchnotice or transfer as aforesaid as if the death or insolvency of the
member had not occurredand the notice or transfer were a transfer signed by that
member.

27. A person becoming entitled to a share by reason of the death or insolvency of

theholder shall be entitled to the same dividends and other advantages to which he
would beentitled if he were the registered holder of the share, except that he shall
not, before beingregistered as a member in respect of the share, be entitled in respect
of it to exercise any rightconferred by membership in relation to meetings of the
company:

Provided that the Board may, at any time, give notice requiring any such person
toelect either to be registered himself or to transfer the share, and if the notice is not
compliedwith within ninety days, the Board may thereafter withhold payment of all
dividends, bonusesor other monies payable in respect of the share, until the
requirements of the notice havebeen complied with.

Forfeiture of shares

28. If a member fails to pay any call, or instalment of a call, on the day appointed
forpayment thereof, the Board may, at any time thereafter during such time as any
part of the callor instalment remains unpaid, serve a notice on him requiring payment
of so much of the callor instalment as is unpaid, together with any interest which
may have accrued.

29. The notice aforesaid shall—

(a) name a further day (not being earlier than the expiry of fourteen days fromthe
date of service of the notice) on or before which the payment required by
thenoticeis to be made; and

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

30. If the requirements of any such notice as aforesaid are not complied with, any share
in respect of which the notice has been given may, at any time thereafter, before
thepayment required by the notice has been made, be forfeited by a resolution of the
Board tothat effect.

31. (i) A forfeited share may be sold or otherwise disposed of on such terms and insuch
manner as the Board thinks fit.

18
 (ii) At any time before a sale or disposal as aforesaid, the Board may cancel
theforfeiture on such terms as it thinks fit.

32. (i) A person whose shares have been forfeited shall cease to be a member inrespect
of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to
payto the company all monies which, at the date of forfeiture, were presently
payable by him tothe company in respect of the shares.

(ii) The liability of such person shall cease if and when the company shall
havereceived payment in full of all such monies in respect of the shares.

33. (i) A duly verified declaration in writing that the declarant is a director, the
manageror the secretary, of the company, and that a share in the company has
been duly forfeited ona date stated in the declaration, shall be conclusive evidence
of the facts therein stated asagainst all persons claiming to be entitled to the share;

(ii) The company may receive the consideration, if any, given for the share on any
saleor disposal thereof and may execute a transfer of the share in favour of the
person to whomthe share is sold or disposed of;

(iii) The transferee shall thereupon be registered as the holder of the share; and

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

34. The provisions of these regulations as to forfeiture shall apply in the case of non-
paymentof any sum which, by the terms of issue of a share, becomes payable at a
fixed time,whether on account of the nominal value of the share or by way of
premium, as if the samehad been payable by virtue of a call duly made and notified.

Alteration of capital

35. The company may, from time to time, by ordinary resolution increase the
sharecapital by such sum, to be divided into shares of such amount, as may be
specified in theresolution.

36. Subject to the provisions of section 61, the company may, by ordinary resolution,—

(a) consolidate and divide all or any of its share capital into shares of largeramount
than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert thatstock
into fully paid-up shares of any denomination;

(c) sub-divide its existing shares or any of them into shares of smaller amountthan is
fixed by the memorandum;

(d) cancel any shares which, at the date of the passing of the resolution, havenot been
taken or agreed to be taken by any person.

19
37. Where shares are converted into stock,—

(a) the holders of stock may transfer the same or any part thereof in the samemanner
as, and subject to the same regulations under which, the shares from which
thestock arose might before the conversion have been transferred, or as near
thereto ascircumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of
stocktransferable, so, however, that such minimum shall not exceed the nominal
amount ofthe shares from which the stock arose.

(b) the holders of stock shall, according to the amount of stock held by them,have the
same rights, privileges and advantages as regards dividends, voting atmeetings of
the company, and other matters, as if they held the shares from which thestock
arose; but no such privilege or advantage (except participation in the
dividendsand profits of the company and in the assets on winding up) shall be
conferred by anamount of stock which would not, if existing in shares, have
conferred that privilege oradvantage.

(c) such of the regulations of the company as are applicable to paid-up sharesshall
apply to stock and the words “share” and “shareholder” in those regulationsshall
include “stock” and “stock-holder” respectively.

38. The company may, by special resolution, reduce in any manner and with, andsubject
to, any incident authorised and consent required by law,—
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.

Capitalisation of profits

39. (i) The company in general meeting may, upon the recommendation of the
Board,resolve—

(a) that it is desirable to capitalise any part of the amount for the time
beingstanding to the credit of any of the company’s reserve accounts, or to
the credit of theprofit and loss account, or otherwise available for
distribution; and

(b) that such sum be accordingly set free for distribution in the manner
specifiedin clause (ii) amongst the members who would have been entitled
thereto, if distributedby way of dividend and in the same proportions.

(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to
theprovision contained in clause (iii), either in or towards—

(a) paying up any amounts for the time being unpaid on any shares held by
suchmembers respectively;

20
 (b) paying up in full, unissued shares of the company to be allotted
anddistributed, credited as fully paid-up, to and amongst such members in the
proportionsaforesaid;

(c) partly in the way specified in sub-clause (A) and partly in that specified insub-
clause (B);
(d) A securities premium account and a capital redemption reserve accountmay,
for the purposes of this regulation, be applied in the paying up of
unissuedshares to be issued to members of the company as fully paid bonus
shares;

(e) The Board shall give effect to the resolution passed by the company
inpursuance of this regulation.

40. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—

(a) make all appropriations and applications of the undivided profits resolved
tobe capitalised thereby, and all allotments and issues of fully paid shares if any;
and

(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—

(a) to make such provisions, by the issue of fractional certificates or by

paymentin cash or otherwise as it thinks fit, for the case of shares becoming
distributable infractions; and

(b) to authorise any person to enter, on behalf of all the members entitled
thereto,into an agreement with the company providing for the allotment to
them respectively,credited as fully paid-up, of any further shares to which
they may be entitled uponsuch capitalisation, or as the case may require, for
the payment by the company ontheir behalf, by the application thereto of
their respective proportions of profits resolvedto be capitalised, of the amount
or any part of the amounts remaining unpaid on theirexisting shares;

(iii) Any agreement made under such authority shall be effective and binding on
suchmembers.
Buy-back of shares

41. Notwithstanding anything contained in these articles but subject to the provisionsof
sections 68 to 70 and any other applicable provision of the Act or any other law for
the timebeing in force, the company may purchase its own shares or other specified
securities.
General meetings

42. All general meetings other than annual general meeting shall be called
extraordinarygeneral meeting.
(i) The Board may, whenever it thinks fit, call an extraordinary general meeting.

21
 (ii) If at any time directors capable of acting who are sufficient in number to form
aquorum are not within India, any director or any two members of the company
may call anextraordinary general meeting in the same manner, as nearly as
possible, as that in whichsuch a meeting may be called by the Board.

Proceedings at general meetings

43. (i)Provisions of Section 101 to 107 & Section 109 shall not be applicable to the
Company.

(ii) A general Meeting can be called after giving a shorter notice in such manner as
may be decided by the Board.

(iii) No business shall be transacted at any general meeting unless a quorum of 2

members is present at the time when the meeting proceeds to business.

44. The chairperson, if any, of the Board shall preside as Chairperson at every General
meeting of the company

45. If there is no such Chairperson, or if he is not present within fifteen minutes after the
time appointed for holding the meeting, or is unwilling to act as chairperson of the
meeting, the directors present shall elect one of their members to be Chairperson of
the meeting.

46. If at any meeting no director is willing to act as Chairperson or if no director is

present within fifteen minutes after the time appointed for holding the meeting, the
members present shall choose one of their members to be Chairperson of the
meeting.

Adjournment of meeting

47. (i) The Chairperson may, with the consent of any meeting at which a quorum is
present, and shall, if so directed by the meeting, adjourn the meeting from time to
time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.

(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting may be given as in the case of an original meeting.

Voting Rights

48. Subject to any rights or restrictions for the time being attached to any class orclasses
of shares,—

(a) on a show of hands, every member present in person shall have one vote;and

22
 (b) on a poll, the voting rights of members shall be in proportion to his share inthe
paid-up equity share capital of the company.

49. Provisions of Section 108 shall not be applicable to the Company.

50. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether
inperson or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders.

(ii) For this purpose, seniority shall be determined by the order in which the
namesstand in the register of members.

51. A member of unsound mind, or in respect of whom an order has been made by
anycourt having jurisdiction in lunacy, may vote, whether on a show of hands or on a
poll, by hiscommittee or other legal guardian, and any such committee or guardian
may, on a poll, voteby proxy.

52. Any business other than that upon which a poll has been demanded may beproceeded
with, pending the taking of the poll.

53. No member shall be entitled to vote at any general meeting unless all calls or
othersums presently payable by him in respect of shares in the company have been
paid.

54. (i) No objection shall be raised to the qualification of any voter except at themeeting
or adjourned meeting at which the vote objected to is given or tendered, and
everyvote not disallowed at such meeting shall be valid for all purposes.

(ii) Any such objection made in due time shall be referred to the Chairperson of
themeeting, whose decision shall be final and conclusive

Proxies
55. The instrument appointing a proxy and the power-of-attorney or other authority, if
any, under which it is signed or a notarised copy of that power or authority, shall be
deposited at the registered office of the company not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or, in the case of a poll, not less than 24 hours before
the time appointed for the taking of the poll; and in default the instrument of proxy
shall not be treated as valid.

56. An instrument appointing a proxy shall be in the form as prescribed in the rules
made under section 105.

57. A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of
the proxy or of the authority under which the proxy was executed, or the transfer of
the shares in respect of which the proxy is given:

23
 Provided that no intimation in writing of such death, insanity, revocation or transfer
shall have been received by the company at its office before the commencement of
the meeting or adjourned meeting at which the proxy is used.

Directors

58. Powers of Company vest in Board

a) Subject to the provisions of the Act and these Articles, the powers and the control
of the Company shall vest in the Board, who may delegate such powers or any
part thereof to any Director or a committee of Directors.

b) The Board, who shall perform their tasks in accordance with these Articles, shall
administer the affairs and manage the business of the Company.

c) The Board shall subject to the provisions of the Act, take all actions authorised by
the Memorandum and Articles of the Association of the Company.

d) Subject to provisions of the Act the Board may exercise all such powers of the
Company and do all such acts and things as are not, by the Act or any other Act,
or by the Memorandum or by the Articles of the Company required to be
exercised by the Company in General Meeting,

e) The Company in General Meeting shall invalidate any prior act of the Board
which would have been otherwise valid provided that the Board shall not,
exercise the powers which under the Act require the consent of the Company in
General Meeting without such consent.

f) Save as otherwise provided in the Act, and subject to the provisions of section
180 of the Act the Board may, from time to time at its discretion, raise or
borrow from the Directors or from elsewhere and secure the payment of any
sum or sums of money for the purposes of the Company. The Board may further
raise or secure the repayment of such sums or sums in such manner and upon
such terms and conditions in all respects as it thinks fit, and in particular, by the
issue of any mortgage, or other security on the undertaking of the whole or any
part of the property of the Company (both present and future), including its
uncalled capital for the time being and/or by the issue price as they may think
fit, the bonds or debentures either secured, charged upon the whole or any part
of the property and assets of the company or not so charged or in such other way
as the directors may think expedient.

59. Number of Directors

Subject to the provisions of these Articles, and until otherwise determined by the
Company in General Meeting, the number of the Directors of the Company shall not
be less than two and not more than fifteen.

24
 60. Appointment of Directors

a) Save as otherwise expressly provided in the Companies Act, 2013 and in the
articles, the Company in General Meeting shall appoint the directors of the
Company.

b) Control of Management and Composition of Board of the Company is vested in

Surat Goods Transport Private Limited (CIN U99999MH1977PTC-020049) and
accordingly it shall have the Right to appoint majority of Directors on the Board of
the Company so as to control the Management and Composition of Board of the
Company. The Following shall be the first Directors of the Company and shall be
deemed to have been appointed in accordance with the provisions of the Act and
the Articles.
i. Mr. Vijay V Gupta
ii.Mr. Vishal R Gupta

c) The First Directors of the Company will be its permanent Directors unless
otherwise resigned, or vacate the office or removed by the members in the meeting.

d) The Company at General Meeting shall have power to appoint permanent

Directors, who shall not while holding that office be subject to retire by rotation
and shall continue to act as director until he/she voluntarily resigns or dies or
retires at his/her own will or removed by the members in the meeting subject to the
provisions of section 169 of the Act.

e) All the other directors who are not the permanent Directors shall be liable to retire
by rotation. At every Annual General Meeting, one third of such of the directors
for the time being as are liable to retire by rotation, or if their number is not three
or a multiple of three, then the number nearest to one third shall retire from the
office. The retiring Director shall retain his office until the conclusion or
dissolution of the meeting at which his successor is elected.

f) The Director(s) to retire by rotation at every Annual General Meeting shall be

those who have been longest in office since their last election, but as between
persons who became Directors on the same day those to retire shall unless they
otherwise agree amongst themselves, be determined by lot.

g) No Share qualification shall be necessary for any Director.

61. Alternate Director

The Board may appoint an Alternate Director to act for a Director during his absence
for the period of not less than three months from India. (the state or union territory in
which meetings of the Board are ordinarily held). Such Alternate Director shall be
entitled to receive notices of all meetings of the Directors and to attend and vote
thereat while he holds office as an Alternate Director.

62. Additional Director and Filling of Casual Vacancy

25
 The Board shall have power at any time and from time to time, to appoint a person to
be a Director either to fill a casual vacancy or as an addition to the Board, provided
that the total number of Directors shall not exceed fifteen at any given time. Such
additional director shall hold office only upto the date of the next annual general
meeting of the Company but shall be eligible for re-appointment by the Company as a
directoratthatmeeting.

63. Nominee Director

The Company may agree with any Financial Institution and/or Banks and/or any
authority and/or persons and or Government that in consideration of any loan or
financial assistance of any kind whatsoever, which may be rendered by it to the
Company, it shall till such time as the loan or financial assistance is outstanding, have
power to nominate and from time to time remove and re-appoint such Director and to fill
in any vacancy caused by death or resignation of such Directors or caused by such
Directors otherwise ceasing to hold office. Such Nominee Director shall not required to
hold qualification shares nor shall they be liable to retire by rotation. Such Directors
shall remain in office as per the pleasure of the appointing Financial Institution and/or
Banks and/or any authority and/or persons and or Government

64. Managing Director

a) Subject to the provisions of the Act and the Articles and subject to the approval
of the members at the General Meeting, the Board shall have the power to appoint
and re-appoint one or more persons as Managing Director or Managing Directors
of the Company upon such terms and conditions as the Board thinks fit.

b) Subject to these Articles, the Board may by a resolution vest in such

Managing Director such powers as it thinks fit and such power may be made
exercisable for such period or periods and upon such conditions and restrictions as
the Board may think fit.

c) The remuneration of the Managing Director shall be determined by the Board

and may be by way of a monthly fee for such meeting or participation in the
profits or by any or all these modes, or by any other mode not prohibited by the
Act.

The Board shall have the power to remove the Managing Director or fill up a
casual vacancy, caused by the death or resignation of the Managing Director

65. Remuneration of Directors

a) The remuneration of the directors shall, in so far as it consists of a monthly

payment, be deemed to accrue from day-to-day.

b) In addition to the remuneration payable to them in pursuance of the Act, the

directors may be paid all travelling, hotel and other expenses properly incurred
by them—

26
 (i) in attending and returning from meetings of the Board of Directors or any
committee thereof or general meetings of the company; or
(ii) in connection with the business of the company.

66. The Board may pay all expenses incurred in getting up and registering the company.

67. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the company, shall be signed, drawn,
accepted, endorsed, or otherwise executed, as the case may be, by such person and in
such manner as the Board shall from time to time by resolution determine.

68. Every director present at any meeting of the Board or of a committee thereof shall
sign his name in a book to be kept for that purpose.

Quorum for the Board meeting

69. The quorum for the meeting of the Board shall be 1/3 of the total strength of the
Board or two whichever is higher .

Proceedings of the Board

70. (i) The Board of Directors may meet for the conduct of business, adjourn and
otherwise regulate its meetings, as it thinks fit.

(ii)A director may, and the manager or secretary on the requisition of a director
shall, at any time, summon a meeting of the Board.

71. (i) Save as otherwise expressly provided in the Act, questions arising at any
meeting of the Board shall be decided by a majority of votes.

(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a
second or casting vote.

72. The continuing directors may act notwithstanding any vacancy in the Board; but,
if and so long as their number is reduced below the quorum for a meeting of the
Board, the continuing directors or director may act for the purpose of increasing
the number of directors to that fixed for the quorum, or of summoning a general
meeting of the company, but for no other purpose.

73. (i) The Board may elect a Chairperson of its meetings and determine the period
for which he is to hold office.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not

present within five minutes after the time appointed for holding the meeting,
the directors present may choose one of their number to be Chairperson of the
meeting.

74. (i) The Board may, subject to the provisions of the Act, delegate any of its powers
to committees consisting of such member or members of its body as it thinks fit.

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 (ii) Any committee so formed shall, in the exercise of the powers so delegated,
conform to any regulations that may be imposed on it by the Board.

75. (i) A committee may elect a Chairperson of its meetings.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not

present within five minutes after the time appointed for holding the meeting, the
members present may choose one of their members to be Chairperson of the
meeting.

76. (i) A committee may meet and adjourn as it thinks fit.

(ii) Questions arising at any meeting of a committee shall be determined by a

majority of votes of the members present, and in case of an equality of votes, the
Chairperson shall have a second or casting vote.

77. All acts done in any meeting of the Board or of a committee thereof or by any person
acting as a director, shall, notwithstanding that it may be afterwards discovered that
there was some defect in the appointment of any one or more of such directors or of
any person acting as aforesaid, or that they or any of them were disqualified, be as
valid as if every such director or such person had been duly appointed and was
qualified to be a director.

78. Save as otherwise expressly provided in the Act, a resolution in writing, signed by
all the members of the Board or of a committee thereof, for the time being entitled
to receive notice of a meeting of the Board or committee, shall be valid and
effective as if it had been passed at a meeting of the Board or committee, duly
convened and held.

Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer

79. Subject to the provisions of the Act,—

(i) A chief executive officer, manager, company secretary or chief financial officer
may be appointed by the Board for such term, at such remuneration and upon such
conditions as it may thinks fit; and any chief executive officer, manager, company
secretary or chief financial officer so appointed may be removed by means of a
resolution of the Board;

(ii) A director may be appointed as chief executive officer, manager, company

secretary or chief financial officer.

80. A provision of the Act or these regulations requiring or authorising a thing to be

done by or to a director and chief executive officer, manager, company secretary or
chief financial officer shall not be satisfied by its being done by or to the same
person acting both as director and as, or in place of, chief executive officer,
manager, company secretary or chief financial officer.

The Seal

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81. (i) The Board shall provide for the safe custody of the seal.

(ii) The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board authorised by
it in that behalf, and except in the presence of at least two directors and of the
secretary or such other person as the Board may appoint for the purpose; and those
two directors and the secretary or other person aforesaid shall sign every instrument
to which the seal of the company is so affixed in their presence.

Dividends and Reserve

82. The company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board.

83. Subject to the provisions of section 123, 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.

84. (i) The Board may, before recommending any dividend, set aside out of the profits
of the company such sums as it thinks fit as a reserve or reserves 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 equalising dividends; and pending such application, 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, thinks fit.

(ii) The Board may also carry forward any profits which it may consider necessary
not to divide, without setting them aside as a reserve.

85. (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 shares in respect whereof the dividend is 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 purposes of this regulation as paid on the share.

(iii) All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any 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.

86. 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.

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 87. (i) Any dividend, interest or other monies 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 holders 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.

88. Any one of two or more joint holders of a share may give effective receipts for
any dividends, bonuses or other monies payable in respect of such share.

89. 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.

90. No dividend shall bear interest against the company.

Accounts
91. (i) 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 open to the inspection of
members not being directors.

(ii) 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 general meeting.

Winding up

92. Subject to the provisions of Chapter XX of the Act and rules made thereunder—

(i) If the company shall be wound up, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the Act,
divide amongst the members, in specie or kind, the whole or any part of the
assets of the company, whether they shall consist of property of the same kind or
not.

(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.

(iii) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.

Indemnity

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 93. Every officer of the company shall be indemnified out of the assets of the company
against any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgment is given in his favour or in which he is acquitted or in
which relief is granted to him by the court or the Tribunal.

We, the several persons, whose names, addresses and description are hereunder subscribed
below, are desirous of being formed into a Company in pursuance of these Articles of
Association

Name, address, description and Signature of Signature/name/

occupation of the Subscribers Subscriber address/Occupation &
description of Witness

1.Surat Goods Transport Private Sd/- I witness to the subscriber

Limited who has subscribed &
signed in my presence on
Regd Off: Viraj Impex House 3rd Floor 30/12/2016 at Mumbai.
47 P D Mello Road Mumbai Mumbai Further I have verified
City 400009. details for identification &
satisfied myself of their
(signed by authorised representative Mr. identification particulars
Vijay Gupta vide resolution dated as filled in.
14/12/2016)

Sd/-
2.Total Shipping & Logistics Private Sd/-
Limited
Shreya Shah
Regd Off: Viraj Impex House, 47 P D D/o Hitesh Shah
Mello Road Mumbai 400007 Room No.15/16; Godiji
Building no.1, Near
(signed by authorised representative Mr. Godiji Jain temple , Kika
Vishal Gupta vide resolution dated street ,
14/12/2016) Gulalwadi Pydhonie ,
Mumbai-03

3. B L A Power Private Limited Sd/- Company Secretary

Regd Off: 84, Maker Chambers III

Nariman Point Mumbai 400021

(signed by authorised representative Mr.

Santok Singh vide resolution dated
06/12/2016)

Dated this 30th day of December, 2016.

Place:Mumbai

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