IN THE HON'BLE COURT OF SH PITAMBER DUTT DISTRICT

JUDGE COMMERCIAL COURT 01, EAST KARKARDOOMA

COURT COMPLEX AT DELHI
CS(COMM) 206/24
IN THE MATTER OF
MIS LABOURNET SERVICES INDIA PVT. LTD. ... PLAINTIFF
VERSUS

MIS SGTB ELECTRO PVT. LTD. ...DEFENDANT

INDEX
S.NO. PARTICULARS PAGE NO.
1. WRITTEN STATEMENT ALONGWITH 1-28
STATEMENT OF TRUTH
2. AFFIDAVIT OF ADMISSION AND DENIAL 29-31
OF DOCUMENTS OF THE PLAINTIFF
3. LIST OF DOCUMENTS ALONG WITH 32
DOCUMENTS
For SG ATE LIMITED

FENDANT
Director
NEW DELHI
08.10.2024
THROUGH
UTKARSH 1T1AGAVA
ADV1JCATE
E-27, HAUZ ICHAS
NEW DELHI 110016
9910572261
utkarshhhargavaincliaik!maiLeorn
 IN THE HON'BLE COURT OF SH PITAMBER DUTT DISTRICT
JUDGE COMMERCIAL COURT 01, EAST ICARKARDOOMA
COURT COMPLEX AT DELHI
CS(COMM) 206/24

IN THE MATTER OF

M/S LABOURNET SERVICES INDIA PVT. LTD. ... PLAINTIFF

VERSUS

MIS SGTB ELEC'FRO PVT. LTD. ...DEFENDANT

WRITTEN STATEMENT

MOST RESPECTFULLY SHOWETH

1. The instant written statement is being filed on behalf of the Defendant

by its Authorized Representative Mr. Arun Pandey authorized vide the

Board of Resolution dated 7.09.2024, who is aware and well conversant

with the facts and circumstances between the Plaintiff and the

Defendant and as such is competent to institute and file the present

written statement and to sign and verify the pleadings and to do all other

acts for the proper adjudication of the present matter.

2. At the outset, the Defendant denies each and every averment and

allegation made by the Plaintiff in the present suit under reply, except

the contents which are specifically admitted hereinbelow.

For SGT8 ELFf'T TE LIMITEr,

--nirector
 3. Before replying to the contents of the suit in a para wise manner, the

Defendant herein seeks to place reliance on the preliminary objections

and submissions as enumerated hereinbelow.

Preliminary Submissions and Objections

4. That the suit, as filed, is not maintainable inasmuch as no cause of

action has arisen in favour of the Plaintiff against the Defendant

warranting the filing of the present suit. It is submitted that the present

suit, as filed, is a gross abuse and misuse of process of law and is liable

to be dismissed with exemplary costs. It is submitted that the Plaintiff

by way of clever drafting has tried to create an illusion of existence of

cause of action where actually there exists none. Hence, the present suit

is liable to be dismissed with exemplary costs on this ground alone.

5. "That the present suit is liable to be dismissed under Order VII Rule 11

of the Code of Civil Procedure, 1908 for lack of cause of action

inasmuch as on one hand the Plaintiff signs the agreement dated

1/06/2023 with the Defendant to be made operational prospectively and

on the other hand raises the invoice based on ostensible services

provided retrospectively, however it is pertinent to mention here that

the agreement fails to mention that it would be applicable all on any

retrospective services if at all provided by the Plaintiff to the Defendant

o!'t r . r..Trt."
r- .!•;aT. !
 or any other retrospective services as availed by the Defendant to which

the Plaintiff would be liable to. Hence, the present suit is liable to be

dismissed with exemplary costs on this ground alone.

6. The suit of the Plaintiff merits outright dismissal in as much as the

Hon'ble court lacks jurisdiction to adjudicate the present controversy at

hand as may be noted qua the agreement clause no. 16 with the heading

of "Governing law and Arbitration" which mentions as the contents

produced here and below-

"Both the parties agree that they will abide by the terms and conditions

set out in this agreement and if there is any breach or violation of the

terms and conditions of this agreement, it will be settled by Arbitration

in accordance with the provisions of the Arbitration and Conciliation

Act, 1996 of India as in force or as amended from time to time. The

Courts of Bangalore shall have exclusive and sole jurisdiction over

any disputes, differences or questions arising out or in connection

with or relation to the terms of this agreement. The arbitration

proceedings shall be conducted and recorded in English by a single

arbitrator mutually appointed by both the parties in accordance with

•

the said rules. The decision of such arbitrator shall be written, recent,

final, binding and conclusive on the parties and judgment thereon may
For SGTQLECgQRlvA1E LIMITED

Director
 be entered in any court havingjurisdiction over the parties and the said

subject matter here of arbitration expenses shall be shared equally

between the parties."

The contents as mentioned supra have been duly agreed between the

parties and further in the clause no. 17 it is further agreed as follows-

"That no changes, amendments, modffications or waiver of any of the

terms and conditions hereof shall be valid, unless reduced to writing

and signed by duly authorized representatives of both parties hereto."

. It is further submitted that the Plaintiff had agreed to the Defendant

wishing to avail the services of the Plaintiff on a non exclusive basis,

for supply of staff in accordance with and subject to the terms and

conditions of the agreement dated 1/06/2023 as per which the Plaintiff

was supposed to provide consultancy services to the Defendant of

which the charges of 8.33% of the value were to be levied, it is pertinent

to mention here that the consultancy was never provided but the charge

has been levied in the invoice dated 12/6/2023 which in itself is

contrary to the agreement dated 1/06/2023, the agreement was

supposed to come into force from 1 June 2023 and remain applicable

and effective for a period of two years that is till 31' May 2025 until

and unless terminated by either of the party, it, Fylitl-ffrpgc#A itti

if any candidate has been already referred by a third party vendor in

such an event the Plaintiff charges will be applicable only if it

coordinates the interview and other proceedings of such candidate with

the customer that is the Defendant.

The plaint fails to disclose upon the execution of the agreement for the

recruitment of any contract staff or candidature as provided by the

Plaintiff to the Defendant, as there was no candidate ever that was

referred by the Plaintiff or hired on the reference made by the Plaintiff.

It was further agreed acknowledged by the Plaintiff that the contract

staff would be under a contract of service for a fixed duration with the

Plaintiff and shall not be employee of the Defendant, perhaps the

Plaintiff failed to contract with any of the staff provided to the

Defendant, hence no contract staff under a contract with the Plaintiff

was ever provided to the Defendant as a manpower.

It is further submitted that the Plaintiff as per clause no. 8 had agreed

to observe and comply with all provisions applicable of the requirement

1n-srt
of laws, rules, regulations including the Contractor Labour Act 17/V

The Employees State Insurance Act 1948, The Payment of Wages Act

For S -E—cpcirmwiE LIMITED

 1936, The Minimum Wages Act 1948 and the Payment of Bonus Act

1965, Provident Fund and miscellaneous provisions but has failed to

comply them till date and the same is not linked with the payment

timing of the Defendant, it is further pertinent to mention here that the

Plaintiff never provided any proof of compliance with all or any

statutory regulations which the Defendant requested from time to time.

It shall not be out of place to mention here that the Defendant has

always abided by the terms and conditions as set out in the agreement

dated 1/06/2023 but the Plaintiff in contravention to clause no. 15 of

the agreement dated 1/06/2023 have disclosed material confidential

information and breached terms of agreement and further have

misrepresented and given false warranties and have concealed with the

Defendant of which the Plaintiff be held liable to the damages caused

to the Defendant.

8. That the suit of the Plaintiff merits outright dismissal inasmuch as the

Plaintiff has not approached this Hon'ble Court with clean hands and

has concealed material facts from this Hon'ble Court. The Plaintiff has

painted a false picture before this Hon'bie Court and made fraudulent

and misleading pleadings in the Plaint and ,ajw_cppirtcry ir4,wiFOLD

Fr3r ;-2 3.:3 3 o • °
 documents which in power and possession of the Plaintiff. The Plaintiff

being guilty of suppression veri and suggesti .falsi, the suit merits

dismissal on this ground alone. Hence, the present suit is liable to be

dismissed with exemplary costs on this ground alone.

9. That the allegations leveled by the Plaintiff in the suit are its own web

of imaginations which are not true at all and do not even qualify to be

a fact.

I 0.That the perusal of the record reveals that the captioned suit, as filed, is

replete with false, frivolous and misconceived allegations and the

Plaintiff is also guilty of gross concealment of the material facts.

Therefore, in order to enable this Hon'ble Court for the complete and

just adjudication of the captioned suit, it is necessary to bring to the

notice of this Honlble Court the true and complete facts of the case.

11.That the factual matrix as has transpired leading to the filing of the

present written statement is as follows:

a. That a representative of the Plaintiff and the Defendant on

25.05.2023 met in Connaught Place office located at G-36, 1st

Floor, New Delhi 110001 and conditions verbally were set.

b. That vide email dated 29.05.2023 draft agreement was shared by

the Plaintiff.

For SGTB ELECTRO PRIVATE WAITE

,. .!rector
 c. That on 30.05.2023 the agreement was approved by the

Defendant.

d. That on 31.05.2023 compliance requested from the Defendant

was duly complied by the Defendant and the final agreement was

sent via email.

e. That on 02.06.2023 the signed copy was shared by the Plaintiff

allegedly signed at Bangalore and sent back by email by

Defendant signed on print out of scanned copy.

f. That on 05.06.2023 salary breakup sheet with KYC was shared

by the Defendant, same was confirmed and further

correspondence was done.

g. The security cheque on 7/6/2023 was couriered to the Plaintiff at

their office at Tilak Nagar, 1/27, 2nd Floor, Office No. 201 mall

road New Delhi 110018.

h. The Defendant made several follow ups to the Plaintiff for

compliance of the agreement dated 1.06.2023.

i. 30.06.2023 the security cheque was misused.

In light of the aforesaid factual position, the present suit is liable to be

dismissed with exemplary costs.

For SGTE3 ELECTRO PRIVATE LIMITED

r
12.Thus, the Cheque issued was a security cheque of Rs. 13,78,900/-

(Rupees Thirteen Lakh Seventy Eight Thousand Nine Hundred Only)

as a post-dated cheque and the Defendant never consented the same be

presented for clearance, and despite this the Plaintiff presented the

cheque number 852092 with an ill intention of causing wrongful gain

to the Plaintiff himself and a wrongful loss to the Defendant, it would

further not be out of place to mention that the Defendant holds no

liability against the said cheque and the same is denied.

It is further submitted that the invoice dated 12/06/2023 mentions the

amount to be Rs. 12,73,529/- (Rupees Twelve Lakh Seventy Three

Thousand Five Hundred and Twenty Nine Only) which is not a match

with the cheque number 852092, hence prima facie, it is evident that

the said cheque could not have been issued against the liability that is

ostensibly set out vide the invoice dated 12/6/2023, but definitely seems

to be a tactic set by the Plaintiff to make the Defendant cough up

wrongfully.

13.That the present suit seeking recovery of the alleged invoiced dues of

the Plaintiff is liable to be dismissed inasmuch as the Defendant has no

due amount to be paid to the Plaintiff. It is submitted that the invoice

dated 12.06.2023 so -placed on record by the Plaintiff are nothing but

For SGT8 ELECTR7VATF,t,IMITED

A t

Director
misleading document not supported by any submissions from the part

of the Defendant in regard to the said invoice.

The invoice dated 12/6/2023 misleads by mentioning the salary of Rs.

944317/- (Rupees Nine Lalch Forty Four Thousand Three Hundred

Seventeen Only) without mentioning the calculation and the payment

proofs along with the UTR numbers it further mentions an EPF of Rs.

48750/- (Rupees Forty Eight Thousand Seven Hundred Fifty Only)

which till date has never been credited despite the Defendant for

compliance on 28.06.2023 vide UTR No. KARBN12317767510

transferred Rs. 100000/- (Rupees One Latch Only), it further mentions

an insurance of Rs. 6250/- (Rupees Six Thousand Two Hundred Fifty

Only) of which no document has ever been provided as it is frivolously

mentioned and further mentions a service charge of Rs. 79,945/-

(Rupees Seventy Nine Thousand Nine Hundred Forty Five Only) which

is miscalculated and in the last it mentions an IGST of Rs. 194267/-

(One Lakh Ninety Four Thousand Two Hundred Sixty Seven Only)

which has never been credited to the GST account, hence the invoice is

frivolously raised intended to cause a wrongful gain to the Plaintiff and

a wrongful loss to the Defendant.

For SGTE ELECTRO PR1VA.TE LMEC)
—
 That without prejudice to the aforesaid, it is stated that the prayers made

by the Plaintiff for grant of pendente lite and future interest on the

amount of Rs. 1378900i- (Rupees Thirteen Lakh Seventy Eight

Thousand Nine Hundred Only) is misconceived and baseless. It is

submitted that the no basis whatsoever for seeking 12% interest has

either been pleaded nor any document has been placed on record to

show that the Defendant is obligated to pay interest of 12%, if any. The

Plaintiff has come up with an imaginary and baseless figure of 12% on

alleged dues. The Plaintiff is not entitled to any interest on any account

whatsoever.

14.That without prejudice to the aforesaid, it is stated that the prayers made

by the Plaintiff for grant of costs of the present suit in favour of the

Plaintiff company is misconceived and baseless. It is submitted that the

no basis whatsoever for seeking the costs of the present suit has either

been pleaded nor any document has been placed on record to show that

the Defendant is obligated to pay the costs, if any. The Plaintiff is not

entitled to any costs on any account whatsoever.

15.That on account of presenting frivolous and fabricated documents to

prove the case of the Plaintiff, the Defendant reserves its right to initiate

appropriate legal proceedings and claims against the Plaintiff.

For SGTB ELE,gr LIMITFO

Director
Para Wise Reply

1. That the contents of the paragraph number 1 of the plaint under reply

are a matter of record till the averment that the Plaintiff is a private

limited company is concerned however it is denied that the primary

business of the Plaintiff is supplying manpower to other business

concerns and providing workforce solutions for want of knowledge.

Contents of the preliminary objections and submissions are reiterated

and affirmed but not repeated herein for the sake of brevity.

2. That the contents of the paragraph number 2 of the plaint under reply

are a matter of record. Contents of the preliminary objections and

submissions are reiterated and affirmed but not repeated herein for the

sake of brevity.

3. That the contents of the paragraph number 3 of the plaint under reply

are a matter of record tell as averted that the Defendant is a private

limited company and is operating within the territorial jurisdiction of

this court it is vehemently denied that the Defendant company is

engaged in the business of selling CCTV cameras, which involves the

marketing, distribution and possibly installation of surveillance

equipment to various customers, including businesses, residential

complexes, and other entities requiring security ----:thecrkerldant:

7-'17)
 designs, invests, assembles, manufacturers, buys, sells, leases, imports,

exports, conduct researches, imparts trainings, develops, maintains

repairs, hires, let on hires, alters, designs, distributes and provides

services including consultancy in the telecom hardware and software

sectors and other objects are as mentioned in the memorandum of

articles as documented hereafter. Contents of the preliminary

objections and submissions are reiterated and affirmed but not repeated

herein for the sake of brevity.

4. That the contents of the paragraph number 4 of the plaint under reply

are denied in entirety as it was the Plaintiff who had approached the

Defendant in order to gain business for supplying manpower and

consultancy to the Defendant however it is pertinent to mention here

that unfortunately the Plaintiff could never have commenced the supply

of the required manpower to the Defendant company and was unable to

fulfill the staffing needs as per the agreed terms, it was the Plaintiff who

has always violated the agreed terms as set out in the agreement dated

1/06/2023 and the Defendant through his sources came to know that

this is a general practice of the Plaintiff and was further never interested

in making a deal with the Plaintiff, till date the compliances that were

agreed to be performed by the Plaintiff have never been performed

For SGTB
ELECTRO
PRIVATF_LIMITED

DirePtOr
 leaving the Defendant rendered to damages and harassment because of

the deficiency in the compliances being carried out by the Plaintiff.

Contents of the preliminary objections and submissions are reiterated

and affirmed but not repeated herein for the sake of brevity.

5. That the contents of the paragraph number 5 of the plaint under reply

are denied in entirety as the agreement was signed on 2/06/2023 in a

prospective manner and the invoice raised by the Plaintiff frivolously

and retrospectively to which the Defendant holds no liability, the

Plaintiff failed to supply the requisite manpower and is prima facie

evident as there is no contract between the manpower as alleged to be

supplied and the Plaintiff, thus the Plaintiff never fulfilled its end of the

agreement by providing the necessary workforce adhering to the

specified requirements and timelines given by the Defendant and the

Plaintiff raised the voice dated 12/6/2023 frivolously without any

corresponding manpower being supplied. Contents of the preliminary

objections and submissions are reiterated and affirmed but not repeated

herein for the sake of brevity.

6. That the contents of the paragraph number 6 of the plaint under reply

are denied as the Defendant in a good gesture in order to make the

Plaintiff fulfill the obligation of the compliapee, ..o.re mostly

r'RIVA FE

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•••••••,•••••tv:
 statutory in nature advanced a payment of Rs. 1,00,000/- (Rupees One

Lakh Only) on 28/06/2023 as admitted in the statement of account of

the Plaintiff himself but till date no compliance has been fulfilled not

even partly fulfilled by the Plaintiff which in itself renders the invoice

to be useless and frivolous for which the Plaintiff is liable to be

prosecuted under relevant laws of the GST Act and other statutory acts.

Contents of the preliminary objections and submissions are reiterated

and affirmed but not repeated herein for the sake of brevity.

7. That the contents of the paragraph number 7 of the plaint under reply

are vehemently denied as the cheque bearing number 852092 dated

25/06/2023 for an amount of Rs. 1378900/- (Rupees Thirteen Lakh

Seventy Eight Thousand Nine Hundred Only) drawn on Deutsche Bank

Gurugram Haryana was issued as a security cheque at the time of

signing of the agreement dated 2/06/2023 on 07/06/2023 to which the

Plaintiff never abided and frivolously raised an invoice dated

12/06/2023, and it is further denied that the cheque was intended to

settle the financial liabilities that the Defendant had incurred towards

the Plaintiff for the manpower supplied as there was no manpower ever

supplied and as a result of the inaction there arose no financial liability

ever on the front of the Defendant due to the Plaintiff. Contents of the

For SGTB ELECTRO PRIVATE LIMITED

 preliminary objections and submissions are reiterated and affirmed but

not repeated herein for the sake of brevity.

8. That the contents of the paragraph number 8 of the plaint under reply

are a matter of record till the fact of the returning of the cheque number

852092 and the reason of the same is concerned it is denied that the

non-clearance of the said cheque hindered the Plaintiff from receiving

the owed funds as no funds stand to be paid, it shall not be out of place

to mention here that the Plaintiff does not owe the Defendant as alleged

since the agreement dated 1/06/2023 stands unperformed of which the

Defendant notified the Plaintiff on many occasions no employees have

been hired on contractual basis from the Plaintiff as alleged, the

Plaintiff failed to contract with the employees of the Defendant since

there were no employees contracted by the Plaintiff to work for the

Defendant as alleged. Contents of the preliminary objections and

submissions are reiterated and affirmed but not repeated herein for the

sake of brevity.

9. That the contents of the paragraph number 9 of the plaint under reply

are not denied in entirety since the Defendant was under an impression

that the Plaintiff has fulfilled the compliances and performed his duties

but later on the Defendant came to know that no

nirAntor
 been supplied by the Plaintiff', no consultancy was ever availed to by

the Defendant of the Plaintiff and the Defendant was under an

impression that the invoice dated 12/6/2023 was a genuine one it was

only after the directors performed their due diligence they found out the

ill intentions of the Plaintiff and how they were being saved by the

mismatch in signatures that had occurred coincidentally and

unintentionally. Contents of the preliminary objections and

submissions are reiterated and affirmed but not repeated herein for the

sake of brevity.

10.That the contents of the paragraph number 10 of the plaint under reply

are vehemently denied. Contents of the preliminary objections and

submissions are reiterated and affirmed but not repeated herein for the

sake of brevity.

11.That the contents of the paragraph number 11 of the plaint under reply

are denied in entirety for want of knowledge and the. Plaintiff be put to

a strict proof thereof. Contents of the preliminary objections and

submissions are reiterated and affirmed but not repeated herein for the

sake of brevity.

12.That the contents of the paragraph number 12 of the plaint under reply

are denied as the Plaintiff breached the trust of the Defendant as the
Far SGTS
ELECTRO PRIVATE
LIMIT
A
 Plaintiff raised a frivolous invoice without any basis and presented the

security cheque without the consent of the Defendant, which in itself is

an offence and the allegation that the conduct of the Defendant is

against fair trade and business practices on part of the Plaintiff is not

only reprehensible but condemnable it is denied that the Plaintiff ever

took diligent efforts to resolve the issue amicably and that the behaviour

of the Defendant is uncooperative, had the behaviour of the Defendant

be uncooperative the Defendant would have never issued a security

cheque in the first place. Contents of the preliminary objections and

submissions are reiterated and affirmed but not repeated herein for the

sake of brevity.

13.That the contents of the paragraph number 13 of the plaint under reply

are denied as there is no overdue principal amount of Rs. 1378900/-

(Rupees Thirteen Lakh Seventy Eight Thousand Nine Hundred Only)

on part of the Defendant due to the Plaintiff, as even the invoice dated

12/06/2023 does not mention it to be the amount due and payable to the

Plaintiff, which in itself is devoid of merits and devoid of the

calculation of the salary so provided of the employees of the Defendants

as the IT amounts and the other statutory compliances stand deficient

and as alleged that the Plaintiff provided the Defendant with the
SRTR FEL Fr-TR) PR1VATP LtMED

11 : N)
151Paet-a;
 manpower supplied is vehemently denied as the Plaintiff never

provided any contractual staff to the Defendant. Contents of the

preliminary objections and submissions are reiterated and affirmed but

not repeated herein for the sake of brevity.

14.That the contents of the paragraph number 14 of the plaint under reply

are denied and have already been answered supra. Contents of the

preliminary objections and submissions are reiterated and affirmed but

not repeated herein for the sake of brevity.

15.That the contents of the paragraph number 15 of the plaint under reply

are denied as in the first place the Defendant does not have the payment

as alleged to be due to the Plaintiff since the invoice is frivolously raised

and the Plaintiff has misused the security cheque as provided by the

Defendant to the Plaintiff and is further misusing it as an evidence in

the captioned matter further the Plaintiff fails to show how the interest

is calculated at the rate of 12% per annum as it is against the law and

general practices and the interest of 12% per annum to which the

Plaintiff arrives after living in his own web of imaginations is

vehemently denied. Contents of the preliminary objections and

submissions are reiterated and affirmed but not repeated herein for the

sake of brevity.

For SGTB ELECT

16.That the contents of the paragraph number 16 of the plaint under reply

are vehemently denied as the criminal intention is indicated to the

action of the Plaintiff and not that of the Defendant as the actions of the

Plaintiff are that of deceit and further causing wrongful gain to the

Plaintiff and wrongful loss to the Defendant it is vehemently denied

that the Defendant with the intention to defraud the Plaintiff,

intentionally, deliberately, and malafidely misrepresented on solicited

work from the Plaintiff, fully aware that it had no intention of fulfilling

its obligation to clear the payment out of the Plaintiff as there is no

payment due for the Plaintiff by the Defendant which is prima facie

evident from the invoice so raised by the Plaintiff himself and the

security cheque so issued by the Defendant and the agreement which is

operational prospectively and not retrospectively. Contents of the

preliminary objections and submissions are reiterated and affirmed but

not repeated herein for the sake of brevity.

1 7.That the contents of the paragraph number 17 of the plaint under reply

are denied, it is denied that the Defendant has carried on any act of

misrepresentation or exploitation or has showcased any blatant

disregard for ethical business practices or any willful intent to deceive

the Plaintiff for its own unlawful gain, since it 1§),thaiglakgtg94yvyy0i ,, .

 has deceitfully with an intent to cause a wrongful gain to the Plaintiff

himself and a wrongful loss to the Defendant, thus breaching the trust

presented the security cheque and frivolously raised the invoice dated

12/06/2023 to which the said security cheque has no connection

whatsoever as is prima facie evident on its bare perusal, hence in totality

depicting the reprehensive and condemnable attitude of the Plaintiff

himself. Contents of the preliminary objections and submissions are

reiterated and affirmed but not repeated herein for the sake of brevity.

18.That the contents of the paragraph number 18 of the plaint under reply

are denied as clearly there is no outstanding principal amount of Rs.

13,78,900/- (Rupees Thirteen lakh Seventy Eight Thousand Nine

Hundred) due and payable to the Plaintiff on part of the Defendant,

hence there is no cause of action for the instant suit of the Plaintiff; thus

the steps taken by the Plaintiff to institute the instant suit are frivolous

and vexatious in nature and the Defendant had taken relevant steps to

convince the Plaintiff on is wrong standing to which the Plaintiff never

paid any heed to as the Plaintiff believed the web of his own

imaginations to be true, further it is not denied that a non starter report

was issued on 22/01/2024 but it is denied that it indicates the

Defendant's lack of cooperation and participation in the mediation

For SGTB ELECTRO PRIVATE

LIMITED
 proceedings since the Defendant has been, as he is a strong believer in

cooperation, tried to settle the matter before even the mediation

proceedings could begin but it was only the Plaintiff who has not been

cooperating with the Defendant on whatsoever ground the Plaintiff

thinks of which the Defendant is not able to understand, but a clear

intention has been carved out on the part of Plaintiff that the Plaintiff

wishes to gain wrongfully and unlawfully from the Defendant. Contents

of the preliminary objections and submissions are reiterated and

affirmed but not repeated herein for the sake of brevity.

19.That the contents of the paragraph number 19 of the plaint under reply

are denied an entirety it is vehemently denied that the Plaintiff is

entitled to recover an outstanding amount of Rs. 15,16,690/- (Rupees

Fifteen Lakh Sixteen Thousand Six Hundred Ninety Only) inclusive of

Rs. 13,78,900/- (Rupees Thirteen Lakh Seventy Eight Thousand Nine

Hundred Only) in respect of the services provided by the Plaintiff to the

Defendant and the sum of Rs. 1,37,890/- (Rupees One Lakh Thirty

Seven Thousand Eight Hundred Ninety Only) calculated at 12% per

annum from the dates so mentioned as the amount mentioned on the

cheque dated 25/06/2023 was a security amount and the cheque was a

security cheque to which the Defendant tiff'daiP MEISRfterlialptigivi ,

 towards the Plaintiff and the invoice dated 12/06/2023 itself contradicts

the amount as mentioned on the said cheque and further the interest as

calculated does not have any basis since the payment as alleged by the

Plaintiff is in question is being denied by the Defendant. Contents of

the preliminary objections and submissions are reiterated and affirmed

but not repeated herein for the sake of brevity.

20.That the contents of the paragraph number 20 of the plaint under reply

are denied in entirety it is night the cause of action arose in favour of

the Plaintiff and against the Defendant on 1/06/2023 when the

agreement was executed between the Plaintiff and the Defendant as by

then the Defendant had never ever availed any service as alleged by the

Plaintiff since no manpower was ever supplied by the Plaintiff, it is

denied that the cause of action again arose on 12/06/2023 when the

invoice was raised by the Plaintiff for the services provided by the

Plaintiff to the Defendant since the invoice itself is being raised

frivolously which is against the morals and principles of the fair trade

and practices it is denied that it again rose when the said cheque got

dishonoured as it was a security cheque, and shall not be out of place to

mention here that the cheque value does not match the invoice value

making it evident for it to be not a lawful liability, it is in totality denied

For SG TB ELECTRO P
 that the cause of action ever arose is still subsisting or continuing

against the Defendant sense the Defendant is not liable to make any

principle outstanding amount payment as alleged to the Plaintiff along

with interest. Contents of the preliminary objections and submissions

are reiterated and affirmed but not repeated herein for the sake of

brevity.

21.That the contents of the paragraph number 21 of the plaint under reply

are denied, as it was agreed between the parties that the jurisdiction lies

at Bangalore. Contents of the preliminary objections and submissions

are reiterated and affirmed but not repeated herein for the sake of

brevity.

22.That the contents of the paragraph number 22 of the plaint under reply

are a denied as the value of the suit has been miscalculated and the

Plaintiff fails to provide a calculation of the same. Contents of the

preliminary objections and submissions are reiterated and affirmed but

not repeated herein for the sake of brevity.

23.That the contents of the paragraph number 23 of the plaint under reply

are a matter of record till it is averted that the present suit is a

commercial suit and has been filed in the period of limitation, however

it is denied that there is no legal impedimerktAtWtar6f4CRffRifiKVfTED

 the plaintiff by the Hon'ble Court since the actions of the Plaintiff

himself are illegal in nature. Contents of the preliminary objections and

submissions are reiterated and affirmed but not repeated herein for the

sake of brevity.

REPLY TO PRAYER CLAUSE

That the prayer in the paragraphs numbered i. to iii. are denied in entirety

and the Contents of the preliminary objections and submissions along with

para wise reply are reiterated and affirmed but not repeated herein for the

sake of brevity.

PRAYER

In the aforesaid circumstances, it is, therefore, most respectfully prayed

that the suit of the Plaintiff being devoid of cause of action, totally false,

frivolous and misconceived, be dismissed with costs in favour of

Defendant and against the Plaintiff.

Special costs, as are envisaged under Section 35 A of the Code of Civil

Procedure, 1908, be also awarded in favour of the Defendant and against

the Plaintiff for their having initiated totally false, frivolous and vexatious

proceedings against the Defendant.

i•-•nr L'rZTR
, (71 r...7irs-rDn. DOn
 This Hon'ble court may be pleased to pass such other/ further order(s) or

decree in the favour of the Defendant and against the Plaintiff as it may

deem fit in the interest of justice.

DEFENDANT

NEW DELHI 1
08.10.2024
THROUGH
UTKARSHJ#RGAVA
VOCATE
E-27, HAUZ KHAS
NEW DELHI 110016
9910572261

VERIFICATION

Verified at Delhi on this 8th day of October 2024 that the contents of paras two

of the written statement are true and correct to the best of my knowledge and

belief and are based on the record maintained by the Defendant which I

believe to be true and that paras 2 are based on advice rendered which I believe

to be true. Last para is a humble prayer to this Hon'ble Court.

For SGTB E' — IVATE LIMITED

)
uirector
 IN THE HONTLE COURT OF SH PITAMBER DUTT DISTRICT
JUDGE COMMERCIAL COURT 01, EAST ICARKARDOOMA
COURT COMPLEX AT DELHI
CS(COMM) 206/24

IN THE MATTER OF

M/S LABOURNET SERVICES INDIA PVT. LTD. PLAINTIFF'

VERSUS

M/S SGTB ELECTRO PVT. LTD. ...DEFENDANT

Arun Pandey, aged about 37 years son of Santosh Kumar Pandey resident of

2 TH 26, Vigyan Nagar indirapur kota Rajasthan 324005, the above named

deponent do hereby solemnly perform and declare as under-

1. That the deponent is the director and authorized representative of the

Defendant in the present case and is fully conversant with the facts of

the case and as such is competent to swear this affidavit.

2. The department is sufficiently conversant with the facts of the case and

have also examined all relevant documents and records in relation there

to.

3. The statements made in. paragraphs to are true to my knowledge and

are based on my personal knowledge and records maintained by the

Defendant which i beiieve to be correct and statements made 111

paragraph to are based on legal advice.

For SGTB Pi Pt7TRO PRIVATE UMITFD

Dirertnr
 -2
4. I say that there is no false statement or concealment of any material fact,

document or record and I have included information that is according

to me, relevant for the present suit.

5. I say that all documents in my power position controller custody

pertaining to the facts and circumstances of the proceedings initiated

against me have been disclosed and copies there of annexed with the

written statement and that I do not have any other documents in my

power possession control or custody.

6. I say that the above mentioned readings comprise of total pages comma

each of which has been duly signed by me.

7. I state that the annexures here too are true copies of the documents

referred to and relied upon by me.

8. I say that I am aware that for any false statement or concealment I shall

be liable for action taken against me under the law for the time being in

force.

New Delhi
8.10.2024
Lb
DEPONENT
Verification

I Arun Pandey to hereby declare that the statements made above are

true to my knowledge verified on this 8th day of October 2 4.

NT
 IN THE HON'BLE COURT OF SH PITAMBER DUTT DISTRICT
JUDGE COMMERCIAL COURT 01, EAST KARKARDOOMA
COURT COMPLEX AT DELHI
CS(COMM) 206/24

IN THE MATTER OF

M/S -LABOURNET SERVICES INDIA PVT. LTD. ... PLAINTIFF

VERSUS

M/S SGTB ELECTRO PVT. LTD. . DEFENDANT

AFFIDAVIT OF ADMISSION DENIAL

I Arun Pandey, aged about 37 years son of Santosh Kumar Pandey resident of

2 TH 26, Vigya.n Nagar indirapur kota Rajasthan 324005, the above named

deponent do hereby solemnly perform and declare as under

1. That I am the AR. of the Defendant in the captioned matter and am

well conversant with the facts and competent to depose thereto.
2. For the sake of abundant caution, it is clarified that the present affidavit
only relates to the documents filed by the Plaintiff along with the plaint
before this Hon ble Court.
3. That the contents of the affidavit are based on the records available with
the Defendant and true and correct to the best of my knowledge,
information and belief.
4. That i am admitting/ denying the documents flied by the Plaintiff as
below

S.No. Particulars Correctness 1 Existence

of Contents
Execution
1 or
Issuance Custody

receipt

'or SGTEI ELECTRO PRNATIT ; ;Ail;

 1. Certificate of Denied for Denied for Plaintiff NA NA
incorporation want of want of
and knowledge knowledge
memorandum
and articles of
association
2. True copy ofl, Not Denied Not Plaintiff Plaintiff Plaintiff
the board of Denied
resolution dated
25.07.2023
. Agreement Not Denied Not Plaintiff Plaintiff Plaintiff
executed Denied
between the
Plaintiff and the
Defendant dated
1/06/2023
. Invoice dated Denied Not Plaintiff Plaintiff Plaintiff
12/06/20/3 Denied
5. Check number Denied Not Defendant Plaintiff Plaintiff
852092 issued by Denied
the Defendant to
the Plaintiff
. Cheque return Denied Not Plaintiff Plaintiff Plaintiff
memo dated Denied
30/6/2023
. Electronic record Denied Denied for Plaintiff Plaintiff Plaintiff
of the male want of
communication knowledge
between the
parties
8. Non - Starter Not Denied Not Plaintiff Plaintiff Plaintiff
report Denied
. Statement of Not Denied Not Plaintiff Plaintiff Plaintiff
account Denied

DEPONENT

VERIFICATION

I Arun Pandey, aged about 37 years son of Santosh Kumar Pandey resident of
2 TH 26, Vigyan Nagar indirapur kota Rajasthan 324005 the deponent above-
named, do hereby verify on 8th day of October that the contents of the
foregoing affidavit are true and correct to the best of my knowledge and
information, no part of it is false or incorrect and nothing material has been
concealed therefrom.
ii
DEPONENT
 IN THE HON'BLE COURT OF SH PITAMBER DUTT DISTRICT
JUDGE COMMERCIAL COURT 01, EAST KARICARDOOMA
COURT COMPLEX AT DELHI
CS(COMM) 206/24

IN THE MATTER OF

MIS LABOURNET SERVICES INDIA PVT. LTD. ... PLAINTIFF

VERSUS

M/S SGTB ELECTRO PVT. LTD. ...DEFENDANT

LIST OF DOCUMENTS ALONGWITH DOCUMENTS

S.NO. PARTICULARS PAGE NO.

1. CERTIFICATE OF INCORPORATION OF 1
THE DEFENDANT
1 MEMORANDUM OF ASSOCIATION OF 2-7
THE DEFENDANT
3. ARTICLES OF ASSOCIATION OF THE 8-20
DEFENDANT
4. E MAIL DATED 31.05.2023 21
5. E MAIL DATED 29.05.2023 22
6. E MAIL DATED 02.06.2023 23
7. E MAIL DATED 05.06.2023(1) 24
8. E MAIL DATED 05.06.20242)„ [-I rnze-Prf9fEr I MAI ED
Ul L'ID I-

DEFE

NEW DELHI
08.10.2024
THROUGH
UTKARSWBTARGAVA
AIiVOCATE
E-27, HAUZ KHAS
NEW DELHI 110016
9910572261
utkarshbhargavaindiara),gmail.com
 GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
Central Registration Centre

Certificate of Incorporation
[Pursuant to sub-section (2) of section 7 of the Companies Act, 2013

I hereby certify that SGTB ELECTRO PRIVATE LIMITED is incorporated on this First day of August Two thousand sixteen under the
Companies Act, 2013 and that the company is limited by shares.

The CIN of the compar U74999DL2016PTC303847.

Given under my hand at Manesar this First day of August Two thousand sixteen .

IICorporate
DS Ministry of
Affairs -
l(Govt of India) 14

Varaha Santoshi Jagirdar

DeP8taireitg Og@isitfartiGHIGNife

For and on behalf of the Jurisdictional Registrar of Companies

Mailing Address as per record available in Registrar of Comp

SGTB ELECTRO PRIVATE LIMITED

D-51, G/F, D-BLOCK, PANDAV NAGAR, NEAR RAMLILA PARK, DELHI, East
Delhi, Delhi, India, 110092

For SGTB ELECTRO PRIVATE LIMITED

Dirprtnr
 THE COMPANIES ACT, 2013
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF

SGTB ELECTRO PRIVATE LIMITED

The Name of the Company SGTB ELECTRO PRIVATE LIMITED.
II. The Registered Office of the Company will be situated in the state of NCT of Delhi.
III. The objects for which the Company is established are :-
(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:-

1. To design, invent, assemble, manufacture, buy, sell, lease, import, export, conduct
research, impart training, develop, maintain, repair, hire, let on hire, alter, design,
distribute, provide services including consultancy or otherwise deal in mobile, telecom
hardware & softwares.
2. To design, invent, assemble, manufacture, buy, sell, lease, import, export, conduct
research, impart training, develop, maintain, repair, hire, let on hire, alter, design,
distribute, provide services including consultancy or otherwise, dealing computers,
computer systems, computer software applications including internet, e-commerce,
web designing, computer hardwares and data processing equipments.
3. To carry on in India or elsewhere the business to develop, manufacture, export, import,
buy, sell, distribute, transfer, lease, hire licence, use, dispose off, operate, fabricate,
assemble, record, maintain, repair, recondition, work, alter, convert, improve, install,
modify and to act as consultant, agent, broker, franchiser, job worker, representative,
adviser or otherwise to deal in all kinds of software, programs, systems, spare parts,
accessories, devices, applications and all accessories connected with or used in the
development, application, maintenance or operation of computer software.
4. To carry on trading, consultancy and solutions in information management, software
development, system integrations, value added services, customerisation, network
design, supply and maintenance of hardware, computerization, peripherals, paperless
propositions, human resources, consultancy, placements, computer training and
institute etc. and research & development in the related field.

5. To carry on the business of manufacture including production and processing and

fabrication and assembling, repairing, alternation, buying, importing, marketing, selling
and exporting and otherwise dealing in all types of automotive components, electrical
components, spare parts, products, equipments for all types of two-wheelers, passenger
cars, light motor vehicles, multi-utility vehicles, heavy motor vehicles, All Terrain
Vehicles (ATVs) and all other types of automobiles.
6. To manufacture, buy, sell, export, import, deal in, assemble, fit repair, convert, over-
haul, alter, maintain and improve all types of electronic components, devices,
equipments and appliances, equipments such as television and wireless apparatus

For SGTB ELECT TE LIMITED

 including radio receivers and transmitters, tape recorders, broadcast relay and
reception equipments, phonograph and other equipments used in and or for audio and
visual communications, apparatus and equipment including those using electromagnetic
waves intended for radio- telegraphic or radio-telephonic communication photocopiers,
electronic lightning controls, continuous fan motor speed controls, continuous flashers
and fire alarm systems, digital and electronic clock, time relays, punch card machine,
electromechanical pneumatic controls, computers and automatic calculators, X- ray
machines and tubes, surgical medical and other appliances intended for electro and
other therapy treatment and in all types of tapes, magnetic and otherwise,
photographic films, projectors and cameras and capacitors, resistance, condensers, semi
conductors, transistors, rectifiers, integrated and hybrid circuits, relays, potentio
meters, connectors, printed circuits, coils, chokes, transformers, switches, volume
controls, plugs, socket, aerial gears, diodes and allied items intended for and used in
electronic devices and in air conditioners, refrigerators, washing machines, heaters and
cooking ranges and other types of domestic appliances and any type of equipment used
in the generation, transmission and receiving of sound, light and electrical impulses and
component parts thereof and other materials used in or in connection with electronic
and electrical industries.
7. To carry on the business of manufacturing including production and processing and
fabrication and assembling, repairing, alternation, buying, importing, marketing, selling
and exporting and otherwise dealing in all types of electrical components for home
appliance products.

(B) Matters which are necessary for furtherance of the objects specified in clause III(a)
are:-

1. To purchase, exchange or otherwise any movable or immovable property and any rights or
privileges which the Company may deem necessary or convenient for the purpose of its
main business.
2. To enter into partnership or into any arrangement for sharing profits, union of interest,
joint venture, reciprocal concession or co-operation with persons or companies carrying on
or engaged in the main business or transaction of this Company.
3. To import, buy, exchange, alter, improve and manipulate in all kinds of plants, machinery,
apparatus, tools and things necessary or convenient for carrying on the main business of
the Company.
4. To vest any movable or immovable property, rights or interests required by or received 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.
5. To purchase, build, carry out, equip, maintain, alter, improve, develop, manage, work,
control and superintend any plants, warehouse, sheds, offices, shops, stores, buildings,
machinery, apparatus, labour lines, and houses, warehouses, and such other works and
conveniences necessary for carrying on the main business of the Company.
6. To undertake or promote scientific research relating to the main business or class of
business of the Company.

For SGTB ELECtRPRtYATE LIMITED

Director
 3

7. To takeover the whole or any part of the business, goodwill, trade-marks properties and
liabilities of any person or persons, firm, companies or undertakings either existing or new,
engaged in or carrying on or proposing to carry on business this Company is authorised to
carry on, possession of any property or rights suitable for the purpose of the Company and
to pay for the same either in cash or in shares or partly in cash and partly in shares or
otherwise.
8. To negotiate and enter into agreements and contracts with Indian and foreign individuals,
companies, corporations and such other organizations for technical, or any other such
assistance for carrying out all or any the main objects of the Company or for the purpose of
activity research and development of manufacturing projects on the basis of know-how, or
technical collaboration and necessary formulas and patent rights for furthering the main
objects of the Company.
9. Subject to the Provisions of the Companies Act 2013, to amalgamate with any other
company of which all or any of their objects companies having similar to the objects of the
Company in any manner whether with or without the liquidation.
10. Subject to any law for the time being in force, to undertake or take part in the formation,
supervision or control of the business or operations of any person, firm, body corporate,
association undertaking carrying on the main business of the Company.
11. To apply for, obtain, purchase or otherwise and prolong and renew any patents, patent-
rights, brevets, inventions, processes, scientific technical or other assistance,
manufacturing processes know-how and other information, patterns, copyrights, trade-
marks, licenses concessions and the like rights or benefits, conferring an exclusive or non-
exclusive or limited or unlimited right of use thereof, which may seem capable of being
used for or in connection with the main objects of the Company or the acquisition or use of
which may seem calculated directly or indirectly to benefit the Company on payment of
any fee royalty or other consideration and to use, exercise or develop the same under or
grant licenses in respect thereof or otherwise deal with same and to spend money in
experimenting upon testing or improving any such patents, inventions, right or
concessions.
12. To apply for and obtain any order under any Act or Legislature, charter, privilege
concession, license or authorisation of any Government, State or other Authority for
enabling the Company to carry on any of its main objects into effect or for extending any of
the powers of the Company or for effecting and modification of the constitution of the
Company or for any other such purpose which may seem expedient and to oppose any
proceedings or applications which may seem expedient or calculated directly or indirectly
to prejudice the interest of the Company.
13. To enter into any arrangements with any Government or Authorities or any persons or
companies that may seem conducive to the main objects of the Company or any of them
and to obtain from any such Government, authority, person or company any rights,
charters, contracts, licenses and concessions which the Company may think desirable to
obtain and to carry out, exercise and comply therewith.
14. To procure the Company to be registered or recognised in or under the laws of any place
outside India and to do all act necessary for carrying on in any foreign country for the
business or profession of the Company.

For SGTB ELECT

MTED
 4

15. To draw, make, accept, discount, execute and issue bills of exchange, promissory notes bills
of lading, warrants, debentures and such other negotiable or transferable instruments, of
all types or securities and to open Bank Accounts of any type and to operate the same in
the ordinary course of the Company.
16. To advance money either with or without security, and to such persons and upon such
terms and conditions as the Company may deem fit and also to deal with the money of the
Company not immediately required.
17. To undertake and execute any trusts, the undertaking of which may seem to the Company
desirable, either gratuitously or otherwise.
18. To establish, or promote or concur in establishing or promote any company for the purpose
of dealing all or any of the properties, rights and liabilities of the Company.
19. To sell, mortgage, exchange, grant licenses and other rights improve, manage, develop and
dispose of undertakings, properties, assets and effects of the company or any part thereof
for such consideration as may be expedient and in particular for any shares, stocks,
debentures or other securities of any other such company having main objects altogether
or in part similar to those of the Company.
20. Subject to the Provisions of Companies Act 2013, to distribute among the members in
specie or otherwise any property of the Company or any proceeds of sale or disposal of any
property of the Company in the event of winding up.
21. To distribute as dividend or bonus among the member or to place to reserve or otherwise
to apply, as the Company may, from time to time, determine any money received by way
of premium on debentures issued at a premium by the Company and any money received
in respect of forfeited shares, money arising from the sale by the Company of forfeited
shares subject to the provisions of Sec. 52 of the Companies Act, 2013.
22. To employ agents or experts to investigate and examine into the conditions, prospects
value, character and circumstances of any business concerns and undertakings and
generally of any assets properties or rights which the Company purpose to acquire.
23. To create any reserve fund, sinking fund, or any other such special funds whether for
depreciation, repairing, improving, research, extending or maintaining any of the
properties of the Company or for any other such purpose conducive to the interest of the
Company.
24. Subject to the provisions of Section 179 to 183 of Companies Act, 2013, to subscribe
contribute, gift or money, rights or assets for any national educational, religious, charitable,
scientific, public, general or usual objects or to make gifts or such other assets to any
institutions, clubs, societies, associations, trusts, scientific research associations, funds,
universities, college or any individual, body of individuals or bodies corporate.
25. To establish and maintain or procure the establishment and maintenance of any
contributory or non-contributory pension or superannuation, provident or gratuity funds
for the benefit of and give of procure the giving of the gratuities pensions, allowances,
bonuses or emoluments of any persons who are or were at any time in the employment or
service of the company or 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 or were
at any time Directors or officers of the Company or any other company as aforesaid and

For SGTB ELECT LIMITED

Director
 5

the wives, widows, families and dependents 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 advance aforesaid and make payments to any such persons as aforesaid
and to do any of the matters aforesaid, either alone or in conjunction with any such other
company as aforesaid.
26. To establish, for any of the main objects of the Company, branches or to establish any firm
or firms at places in or outside India as the Company may deem expedient.
27. To pay for any property or rights acquired by or for any services rendered to the Company
and in particular to remunerate any person, firm or company introducing business to the
company either in cash or fully or partly-paid up shares with or without preferred or
deferred rights in respect of dividend or repayment of capital or otherwise or by any
securities which the company has power to issue or by the grant of any rights or options or
partly in one mode and partly in another and generally on such terms as the company may
determine.
28. To pay out of the funds of the company all costs, charges and expenses of and incidental
to the formation and registration of the company and any company promoted by the
company and also all costs, charges, duties, impositions and expenses of and incidental to
the acquisition by the company of any property or assets.
29. To send out to foreign countries, its director, employees or any other person or persons for
investigation possibilities of main business or trade procuring and buying any machinery or
establishing trade and business connections or for promoting the interests of the company
and to pay all expenses incurred in the connection.
30. To compensate for loss of office of any Managing Director or Directors or other officers of
the Company within the limitations prescribed under the Companies Act or such other
statute or rule having the force of law and to make payments to any person whose office of
employment or duties may be determined by virtue of any transaction in which the
Company is engaged.
31. To agree to refer to arbitration any dispute, present or future between the Company and
any other company, firm, individual or any other body and to submit the same to
arbitration in India or abroad either in accordance with Indian or any foreign system of law.
32. To appoint agents, sub-agents, dealers, managers canvassers, sales, representatives or
salesmen for transacting all or any kind of the main business of which this Company is
authorised to carry on and to constitute agencies of the Company in India or in any other
country and establish depots and agencies in different parts of the world.
IV. The Liability of the members is limited to the amount unpaid, if any, on the shares held by
them.
V. The Authorized Share Capital of the Company is Rs. 1,00,000J- (Rupees One Lac) divided
into 10000 (Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

PRIVATE LIMITED
For SGTB ELECTRO

!rector
 6

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.

SI. i Name, Description No. of Signature of Recent Name, address, Description

No. Occupation and address of Equity Subscribers Photograph occupation
each Subscriber Shares of and Signature
taken by Subscribers of witness or witnesses
each
Subscriber
4.7150
NrAt&-t-i- izs-v-14-)
ci_CLt

-dt clf, As) LU

i t{ •••••
vt,n_
V ek
-

47:,r)sr

(SAUIZPaCT -ti KUM S-tc-ct

V I QC- CF V

PA , 11 L--ectc c
t.). ovrckiK S;k -ti

e CArl

C () KTV0 ,0
t'.)

10,000
Equity
Shares of
Rs. 10
Each

Place:
Dated: 51 ib'A-1

For SGTB ELECTRO PRIVATE LIMITED

 THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

SGTB ELECTRO PRIVATE LIMITED

PRELIMINARY

1 Subject as hereinafter provided the Regulations contained in Table 'F' in the First
Schedule to the Companies Act, 2013 shall apply to the Company except in so far as
otherwise expressly incorporated herein below.

INTERPRETATION

2. (1) In these RegulationsHs

(a) "Company" means SGTB ELECTRO PRIVATE LIMITED.

(b) "Office" means the Registered Office of the Company.

(c) "Act" means the Companies Act, 2013 and any statutory modification thereof.

(d) "Seal" means the Common Seal of the Company.

(e) "Directors" means the Directors of the Company and includes persons
occupying the position of the Directors by whatever names called.

(2) Unless the context otherwise requires words or expressions contained in these
Articles shall be the same meaning as in the Act, or any statutory modification thereof
in force at the date at which these Articles become binding on the Company.

PRIVATE COMPANY

3. The Company is a Private Company within the meaning of Section 2(68) of the Companies
Act, 2013 and accordingly:-

(I) restricts the right to transfer its shares;

(ii) limits the number of its members to two hundred:

Provide that where two or more persons hold one or more shares in a company
jointly, they shall, for the purposes of this clause, be treated as a single member:

Provided further that-

(a) persons who are in the employment of the companropeGt TB ELECTRO PRIVATE LIMITED

Dircrtnr
 2

(b) persons who, having been formerly in the employment of the company, were
members of the company while in the employment and have continued to be
members after the employment ceased,

shall not be included in the number of members; and

(ill) Prohibits any invitation to the public to subscribe for any securities of the
company;

SHARE CAPITAL

4. The Authorised Share Capital of the Company shall be such amounts and be divided into
such shares as may, from time to time, be provided in Clause V of the Memorandum of
Association with power to increase or reduce the capital in accordance with the
Company's regulations and legislative provisions for the time being in force in that behalf
with the powers to divide the share capital, whether original increased or decreased into
several classes and attach thereto respectively such ordinary, preferential or special
rights and conditions in such a manner as may for the time being be provided by the
Regulations of the Company and allowed by law.

5. The business of the Company may be commenced soon after obtaining Certificate of
Incorporation.

6. The shares shall be under the discretionary control of the Directors who may allot or
otherwise dispose of the same, to such person at such time and on such term &
conditions as they may in their absolute discretion think fit & proper.

7 Shares may be registered in the name of any minor through a guardian only as fully paid
shares.

8. The Directors may allot and issue shares in the Capital of the Company as partly or fully
paid up in consideration of any property sold or goods transferred or machinery supplied
or for services rendered to the Company in the conduct of its business.

9. Subject to the provisions of section 68, 69, and 70 of the Companies Act, 2013 and any
statutory amendments or reenactments thereof and compliance of the provisions thereof
by the Company, the Company is authorised to purchase its own shares or other
specified securities.

10. The Company in general meeting may decide to issue fully paid up bonus share to the
members if so recommended by the Board of Directors.

11. The Share Certificate to the Share registered in the name of two or more person shall be
delivered to first named person in the register and this shall be a sufficient delivery to all
such holders.

12. Each fully paid up share shall carry one vote.

13. Subject to the provisions of Section 55 of the Companies Act, 2013, the Company may
issue preference shares, which shall be redeemed within a period not exceeding Twenty
Years from the date of their issue.
LIMITED
ELECTRO PRIVATE
For SGTB
 3

INCREASE AND REDUCTION OF CAPITAL

14. The Company in General Meeting may, from time to time, by ordinary resolution increase
the share capital of the Company by the creation of new shares by such sum, to be
divided into shares of such amount as may be deemed expedient.

15. Subject to any special rights or privileges for the time being attached to any shares in the
capital of the Company when issued, the new shares may be issued upon such terms and
conditions and with such preferential, qualified or such rights and privileges or conditions
there to as general meeting resolving upon the creation thereof shall direct. If no direction
be given, the Board shall determine in particular the manner in which such shares may be
issued with a preferential or qualified right to dividends and in the distribution of assets of
the Company.

16. Before the issue of any new shares, the Company in General Meeting may make
provisions as to the allotment and issue of the new shares and in particular may
determine to whom the shares be offered in the first instance and whether at par or
premium. In case no such provision is made by the Company in General Meeting, the
new shares may be dealt with according to the provisions of these Articles.

16A. Whenever the company proposes to increase its subscribed capital by the issue of further
shares, such shares shall be offered either to its existing share holders or employees
under ESOP scheme or to any other person subject to the provisions of Section 62 of the
Companies Act, 2013. Such existing Shareholders shall have right to renounce the
shares offered to him in favour of any other person;

17. Subject to the provisions of the Companies Act 2013, the Company may, from time to
time in any manner, by special resolution and subject to any consent required under the
Companies Act 2013, reduce:

(a) its share capital,

(b) any capital redemption reserve account; or

(c) any share premium account

18. Subject to provisions of the Companies Act 2013, the Board may accept from any
member, to surrender, on such terms and conditions as shall be agreed, of all or any of
his shares.

ALTERATION OF SHARE CAPITAL

19. The Company, by ordinary resolution may, from time to time:

a) consolidate and divide all or any of its share capital into shares of larger amount than
its existing shares.

b) sub-divide its share or any of them into shares of smaller amount than is fixed by the
Memorandum of Association so, however, that in the subdivision the proportion
between the amount paid and the amount, if any, unpaid on each reduced share
For SGTB ELECTRO PRIVATE LIMITED

Director
 4

shall be the same as it was in the case of the share from which the reduced share is
derived.

C) cancel any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of share so cancelled. Where any share capital is sub-divided,
the Company in General Meeting, subject to the Sections 43, 47 and other
provisions of the Companies Act, 2013, may determine that as between the holders
of the shares resulting from sub-division, one or more of such shares shall have
same preferential or special rights as regards dividend, payment of capital, voting or
otherwise.

LIEN

20. Subject to the provisions of Companies Act, 2013 the Company shall have a first and
paramount lien upon all the shares (not being a fully paid up share) for all monies
(presently payable) registered in the name of such member (whether solely or jointly with
others) and upon the proceeds of sale thereof for his debts, liabilities and engagements
(whether presently payable or not) solely or jointly with any other person, to or with the
Company, whether the period for the payment, fulfillment or discharge thereof shall have
actually lien or not and such lien shall extend to all dividends, from time to time, declared
in respect of shares, subject to section 123 of the Companies Act 2013. The Board of
Directors may at any time declare any shares to be wholly or in part exempt from the
provisions of this clause.

CALLS ON SHARES AND TRANSFER OF SHARES

21. The Directors are empowered to make call on members of any amount payable at a time
fixed by them. However, the Company may accept from any member, the whole or a part
of the amount remaining unpaid on any shares held by him, even if no part of that amount
has been called up.

22. Any member desiring to sell any of his shares must notify the Board of Directors of the
number of shares, the fair value and the name of the proposed transferee and the Board
must offer to the other share holders the shares offered at the fair value and if the offer is
accepted, the shares shall be transferred to the acceptor and if the shares or any of
them, are not so accepted within one month from the date of notice to the Board the
members proposing transfers shall, at any time within Two months afterwards, be at
liberty, subject to Articles 23 and 24 hereof, to sell and transfer the shares to any
persons at the same or at higher price.

In case of any dispute, regarding the fair value of the share it shall be decided and fixed
by the Company's Auditor whose decision shall be final.

23. No transfer of shares shall be made or registered without the previous sanction of the
Directors, expect when the transfer is made by any member of the Company to another
member or to a member's wife or child or children or his heirs. The Directors may decline
to sanction the transfer subject to Section 58 of the Companies Act, 2013.

24. The Directors may refuse to register any transfer of shares (1) where the Company has a
lien on the shares or (2) where the shares are not fully paid up shares, subject to Section
58 of the Companies Act, 2013.

For SGTB ELECTRO PRIVATE LIMITED

 5

25. Subject to Section 58 of the Companies Act, 2013 the Directors may in their discretion,
refuse to register the transfer of any shares to any person, whom it shall, in their opinion,
be undesirable in the interest of the Company to admit to membership.

26. At the death of any members his or her shares be recognised as the property of his or
her heirs upon production of reasonable evidence as may required by the Board of
Directors.

27. Subject to Sec 56 of the Companies Act 2013, every instrument of transfer, duly stamped
must be accompanied by the certificate of share proposed to be transferred and such
other evidence as the director may require.

28. The Certificate of title of share shall be provided attaching of the seal of the Company.

FORFEITURE OF SHARES

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

30. The notice aforesaid shall—

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

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

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

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

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

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

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

34. (i) A duly verified declaration in writing that the declarant is a director, the manager
or the secretary, of the company, and that a share in the company has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence of the
facts therein stated as against all persons claiming to be entitled to the share;

For SGTB ELECTRO PRIVATE LIMITED

 @.)
6

(ii) The company may receive the consideration, if any, given for the share on any
sale or disposal thereof and may execute a transfer of the share in favour of the
person to whom the share is sold or disposed 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 the proceedings in reference to the forfeiture, sale or disposal of the
share.

35. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment
of 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
same had been payable by virtue of a call duly made and notified.

BUY-BACK OF SHARES

36. Notwithstanding anything contained in these articles but subject to the provisions of
sections 68 to 70 and any other applicable provision of the Act or any other law for the
time being in force, the company may purchase its own shares or other specified
securities.

GENERAL MEETINGS

37. All General Meetings other than the Annual General Meeting shall be called Extra-
ordinary General Meetings.

38. (a) The Board may whenever it thinks fit, call an Extra-ordinary General Meetings.

(b) If at any time directors capable of acting who are sufficient in number to form a
quorum are not within India, any director or any two members of the company
may call an extraordinary general meeting in the same manner, as nearly as
possible, as that in which such a meeting may be called by the Board.

(c) The Board shall, on a requisition made by, such number of members who hold,
on the date of the receipt of the requisition, not less than one-tenth of such of the
paid-up share capital of the company as on that date carries the right of voting
call an Extraordinary General Meeting.

39. At least twenty-one days, clear notice of General Meetings of the Company, specifying
the date, day, hour and place of meeting and the objects shall be given. In every such
notice calling meeting of the Company there will appear a statement that member is entitled
to appoint proxy to attend and to vote instead of himself. A General Meeting may be called
after giving a notice shorter than twenty-one days if consent is accorded in case of any
general meeting of all the members entitled to vote thereat and in case of any other
meeting by members holding not less than 95 (Ninety Five) percent of the paid up share
capital and is given a right to vote in a meeting.

40. No business shall be transacted at any general meeting, unless quorum of members in
present. At least two members present in person shall be the quorum for general meeting
subject to the provisions of Section 103 of the Companies Act, 2013.

For SGTB ELECROP.RfVATE LIMITED

Director
 7

41. The Chairman, if any, of the Board, shall preside as Chairman of all Board and general
meetings, of the Company. If at any time the Chairman is not present within 15 minutes
after the time appointed for holding the same, the Directors present shall elect one of the
Directors present to be Chairman of such meeting. If no director is present or unwilling to
act as Chairman, the members may appoint one of their members as Chairman.

42. No member shall be entitled to exercise any voting rights either personally or by proxy at
any meeting of the Company in respect of any shares registered in his name on which any
calls or other sums presently payable by him have not been paid or in regard to which the
Company has exercised any right of lien.

MINUTES

43. Directors shall respectively cause minutes of all proceedings of General Meetings and of all
proceedings at meetings of Board of Directors or of committee of the Board or by postal
ballot to be duly entered in books to be maintained for that purpose in accordance with
Section 118 of the Companies Act, 2013.

The minutes of each meeting shall contain:

(a) The fair and correct summary of the proceedings thereat.

(b) The name of the Directors present at the meeting in case of meeting of Board or
committee of Board of Directors.

(c) The name of the Directors, if any, dissenting from or not consenting to the resolution,
in the case of each resolution passed at the meeting of Board or committee of Board
of Directors.

(d) All appointments made at any meeting. Any such minutes, purposing to be signed in
accordance with the provisions of Section 118 of the Act, shall be evidence of the
proceedings.

DIRECTORS

44. The number of Directors shall not be less than two and not more than fifteen.

45. The following shall be the First Directors of the Company.

1 INDERJEET SINGH

2. GURPREET SINGH

46. The Directors may from time to time, appoint one or more of their body to the office of the
Managing Director for one or more of the divisions of the business carried on by the
Company and to enter into agreement with him in such terms and conditions as they may
deem fit.

47. The Directors shall have the power, at any time and from time to time, to appoint any
person as additional Director in addition to the existing Director so that the total number of
Directors shall not at any time exceed the number fixed for Directors in these articles, Any
Directors so appointed shall hold office up to the date of the next Annual General Meeting

For SGTB ELECTRO PRIVATE LIMITED

Director
 8

or the last date on which the Annual General Meeting should have been held, whichever is
earlier.

48. The Managing Director may be paid such remuneration as may, from time to time, be
determined by the Board and such remuneration as may be fixed by way of salary or
commission or participation in profits or partly in one way or partly in another and the same
has to be ratified by the share holders in the General Meeting as per the provisions of
Section 196 and Schedule V of the Companies Act 2013.

49. The quorum necessary for the transaction, of the business of the Board meeting subject to
Section 174 of the Companies Act 2013, shall be one third of the total strength or at least
two whichever is higher.

50. The Company shall not, directly or indirectly, advance any loan, or a loan represented as a
book debt, to any of its Managing/Whole Time directors or to any person in whom such
Managing/Whole Time director is interested or give any guarantee or provide any security
in connection with any loan taken by him or such other person unless the same is approved
by the members in general meeting or as a part of conditions of service extended to all of
its employees by the Company subject to the provisions of section 185 of the Companies
Act, 2013.

51. Subject to section 175 of the Companies Act 2013, a resolution in writing signed by the
Directors except a resolution which the Act specifically required it to be passed at a Board
meeting shall be effective for all purposes as a resolution passed at a meeting of Directors
duly called, held and constituted.

52. Subject to the provisions of Section 161 of the Companies Act, 2013, the Board of Directors
may, by passing a resolution in Board Meeting, appoint a person as an alternate director in
place of a director who is absent from India for a period not less than 3 (three) months.
Such alternate director while so acting shall exercise and discharge all functions and
powers and be subject to all the duties and limitations of the Director which he represents
and shall be entitled to receive notice to attend and to vote a Director's meeting on behalf
of meeting attended by him. Such alternate director shall not hold office for a period longer
than that permissible to the director in whose place he has been appointed and shall vacate
the office if and when the director in whose place he has been appointed returns to India.

53. The Director shall have power for engagement and dismissal of managers, engineers,
assistants, clerks and others and shall have power of general direction, and management
and superintendence, of the business of the company with full powers to do all such acts,
matters and things deemed necessary, proper or expedient for carrying on the business
and concern of the Company including the power to make such investment of the
Company's fund as they shall think fit, subject to the limit fixed by the Board of Directors
under Section 179 of the Companies Act 2013 and sign contracts and to draw, make sign,
accept, endorse.and negotiate on behalf of the Company all bills of exchange, promissory
notes, hundies drafts, Government Promissory Notes and other Government securities and
such other instruments.

54. The Director may delegate all or any of their powers to such other Directors, Managers or
other persons as they think fit and shall have power to grant to any such person such
power of attorney, as they deem expedient and such powers at pleasure to revoke, subject
to Section 179 and 166 of the Companies Act, 2013.

55. Subject to Provision under section 197 and Schedule V of the Companies Act, 2013 the
director shall receive such remuneration for their services as may, from time to time, be

Fcr SGTB ELECT

!MATED

Director
 9

determined by the Company in general meeting or in a Board Meeting or may be contained

in an agreement, if any, between the Company and any Director or Directors.

56. A Director shall not be required to hold any qualification shares in the Company and also
not required to retire by rotation.

57. The Director shall also be paid travelling and other expenses of attending and returning
from meeting of the Board (including hotel expenses) and any other expenses incurred by
them in connection with the business of the Company. The Directors may also be
remunerated for any extra services rendered by them outside their ordinary duties as
Director, subject to the provisions of Section 188 of the Companies Act 2013.

58. Subject to the provisions of the companies Act, 2013 and the Rules framed there under,
Board may decide to pay a Director out of the funds of the Company by way of sitting fees
a sum to be determined by the board for each meeting attended by him.

59. The Board of Directors may participate in board meeting by telephone or video conferencing
or any other means of contemporaneous communication.

60. A Written Resolution circulated to all the Director, whether in India or overseas and signed
by majority of them as approved, shall (subject to the provisions of section 175 of the
Companies Act 2013.) be as valid and effective as a resolution duly passed at the meeting
of the Board.

61. The controlling shareholders shall have the right to appoint managing director of the
company. Wherever, the Managing Director has been appointed in a Board Meeting and
has not been approved by shareholders in the General Meeting, all the acts done by such
person in such duration shall not be invalid.

POWERS AND DUTIES OF DIRECTORS

62. The following powers shall be exercised by the Board or any Committee of the Board, or
otherwise by the Company as may be so required:

a) To make calls on shareholders in respect of moneys unpaid on shares held by them.

b) To increase or reduce the Company's capital.

c) Consolidate and divide all or any of its share capital into shares of a larger amount
than its existing shares

d) convert all or any of its fully paid-up shares into stock, and reconvert that stock into
fully paid-up shares of any denomination

e) cancel shares which, at the date of the passing of the resolution in that behalf, have
not been taken or agreed to be taken by any person, and diminish the amount of its
share capital by the amount of the shares so cancelled

f) To issue and allot new shares.

g) To make any Rights Issue of shares.

Director
 10

h) To adopt any resolution to alter the Memorandum and Articles of Association.

i) To invest or to join any company to invest in any other company.

j) To Issue Debentures.

k) To undertake or permit any merger, consolidation or reorganization of the Company.

I) To decide on the declaration of dividends and appropriation of profits according to

provisions of Section 51 of the Companies Act, 2013.

m) Subject to the provisions of Section 186 of the Companies Act 2013, to give to make
any loan to any person or other body corporate or give guarantee or provide security
in connection with a loan made by any other person to or to any other person by any
body corporate.

63. The business of the Company shall be managed by the Board of Directors who may pay all
such expenses preliminary and incidental to the promotion, formation, establishment and
registration of the Company as they think fit and may exercise all such power of the
Company and do on behalf of the Company all such acts as may be exercised or done by
the Company in general meeting and are not barred by statute or by these Articles and are
required to be exercised or done by the Company in General Meeting, subject nevertheless
to any regulations of the Articles, to the provisions of the statute and to such regulations
not being inconsistent with aforesaid regulations or provisions as may be prescribed by the
Company in general meeting but no regulation made by the Company general meeting
shall invalidate any prior act of the Directors which would have been valid if such
regulations had not been made.

64. The Board of Directors may from time to time, pay to the members such interim dividends
as appear to be justified from the profits of the Company Subject to the provisions of
Section 123 of Companies Act, 2013.

BORROWING POWERS

65. Subject to section 73-76A and 179 of the Companies Act 2013, and Regulations made
thereunder and Directions issued by the RBI the directors may, from time to time, raise or
borrow any sums of money for and on behalf of the Company from the member companies
or banks or they may themselves advance money to the company on such interest or no
interest as may be approved by the Directors, without security or on security.

66. The Directors may, from time to time, secure the payment of such money in such manner
and upon such terms and conditions in all respects as they deem fit and in particular by the
issue of bonds or debentures or by pledge, mortgage, charge or any other security on all or
any properties of the Company (both present and future) including its uncalled capital for
the time being.

67. Any debenture, bonds, or other securities may be issued at premium or otherwise and with
special privileges as to redemption, surrender, drawing and allotment of shares of the
Company and otherwise.

For SGTB ELEC E LIMITED

Direr•H-
 11

OPERATION OF BANK ACCOUNTS

68. The Directors shall have the power to open bank accounts, to sign cheques on behalf of
the Company and to operate all banking accounts of the Company and to receive
payments, make endorsements, draw and accept negotiable instruments, hundies and bills
or may authorise any other person or persons to exercise such powers.

ACCOUNTS

69. (a) 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 Director).

(b) No members (not being Director) shall have any right of inspecting any accounts
or books or documents of the Company except as conferred by law or authorised
by the Board or by the Company in General Meeting.

70. The Directors shall in all respect comply with the provisions of Section 128, 129, 133, 134,
137, 207of the companies Act, 2013, profit and Loss Account, Balance Sheet and Auditors
Report and every other document required by law to be annexed or attached as the case
may be, to the Balance Sheet, to be sent to every member and debenture holder of the
Company and every trustee for the holders of the debentures issued by the Company at
least twenty one days before the date of Annual general meeting of the Company at which
they are to be laid, subject to the provisions of section 136 of the Act.

AUDIT

71. (a) The first Auditor of the Company shall be appointed by the Board of Directors
within thirty days from the date of registration of the Company and the Auditors
so appointed shall hold office until the conclusion of the first Annual General
Meeting.

(b) Subject to the provisions of Chapter X of the Companies Act, 2013, the Company
shall, at first Annual General Meeting, appoint an individual or a firm as an
auditor who shall hold office from the conclusion of that meeting till the
conclusion of its Sixth Annual General Meeting and thereafter till the conclusion
of every sixth meeting.

(c) The remuneration of the Auditor shall be fixed by the Company in the Annual
General Meeting or in such manner as the Company in the Annual General
Meeting may determine. In case of an Auditor appointed by the Board his
remuneration shall be fixed by the Board.

(d) The Board of Director may fill any casual vacancy in the office of the auditor and
where any such vacancy continues, the remaining auditor, if any may act, but
where such vacancy is caused by the resignation of the auditors and vacancy
shall be filled up by the Company in General Meeting.

COMMON SEAL

72. (a) The Directors may, with a resolution passed in Board meeting, decide to have a
Common seal in place, be made of metal.

For SGTB ELECTRO PRIVATE LIMITED

Dirert—
 (b) The Board shall provide for the safe custody of the Company's Common Seal.

(c) The Seal 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 one director who shall sign every
instruments to which the seal of the Company if so affixed.

SECRECY

73. Subject to the provisions of law of land and the act, every manager, auditor trustee,
member of a committee, officer servant, agent accountant or other persons employed in
the business of the company shall, if so required by the Board of Directors before
entering upon his duties, sign, declaration, pledging himself to observe strict secrecy
respecting all transactions of the Company with its customers and the state of account
with individuals and in matters relating thereto and shall by such declaration pledge
himself, not to reveal any of the matters which may come to his knowledge in the
discharge of his duties except when required to do so by the directors or by any court of
law and except so far as may be necessary in order to comply with any of the provisions
in these presents.

WINDING UP

74. Winding up when necessary will be done in accordance with the requirements of the
Companies Act, 2013 or statutory modification thereto.

INDEMNITY

75. Subject to the provisions of Companies Act 2013, every Director, Manager, Auditor,
Secretary and other officers or servants of the Company shall be indemnified, out of the
assets of the Company against any bonafide liability incurred by him in defending any
bonafide proceedings, whether civil or criminal, in which judgment is given in his favour or
in which he is acquired or in connection with any application under section 463 of the
Companies Act 2013, in which relief is granted to him by the Court.

For SGTB ELECTRO IVATE LIMITED

For SGTB EC OP ATE LIMITED

Director
 13

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Name, Description Occupation Signature of
and address of each Photograph occupation
Subscribers and Signature
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Dated:

For SGTB
ELECTRO PRIVATE
LIMITED

Director
 10/8/24. 3:49 PM (1336) Roundcube Webmail :: RE: Draft agreement for general staffing services fro SGTB Elecro pvt. ltd.

arun©sgtbelectro.com

Mail Settings. Wehma Harr:

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Inbox RE: Draft agreement for ... Message 46 of 47

Drafts From Sahli Mahotra (SAHI)

To [email protected]
cnnt
arun , hrd ops , inderjeet
Cc
Ajay Gautam (SAHI)
Junk
Date 2023-05-31 12:20
Trash Dear Sir,

Archive Thanks for Giving the Confirmation on the draft agreement. Request
you to share the following documents at the earliest

1. GST certificate
2. Company PAN Card
3. Tan Certificate
4. Certificate of Incorporation

Best Regards.

Sahli Mahotra
Manager- Sales North

LabourNet -Services India Pvt. Ltd.

C-1, .Sector-6, Noida, Uttar Pradesh 201301
M: +91 7276349947 1 E: sahil.mahotraesahi.ai I W: https:I/sahi.ai/
Follow us on social media •: Facebook Twitter LinkedIn VouTube

Original Message
From: [email protected] <[email protected]>
Sent: 31 May 2023 10:35
To: Sahil Mahotra (SAHI) <sahil.mahotraOsahi.ai>
Cc: arun <aun elef. np.c=>; hrd <hrd@sptholectro,com>; ops
<[email protected]>; inderjeet <inderjeetesgtbelectro.com>
Subject: Re: Draft agreement for general staffing services fro SGTB
Elecro pvt. ltd.

Dear Sir,

Please go ahead.

• Regards

Team Finance
Quoting [email protected]:

[email protected]

Quoting "Sahli Mahotra (SAHI)" <[email protected]>:

Dear Sir,

For SGTB ELECTRO PRIVATE LIMITED Fyi. . .

Best Regards.

Director Sahli Mahotra

Manager- Sales North

[cid:image005,jpg@OlD8CE91,78AEC8D0]
LabourNet Services India Pvt. Ltd.
1 C-1, Sector-6, Noida, Uttar Pradesh 201301

https://sh207.hostgator.in:2096/cpsess0530888943/3rdparty/roundcuben_task=mail&_caps=pdf%3D1%2Cflash%3D0%2Ctiff%3D0°/02Cwebp%3... 1/1
10/8/24, 3:44 PM Roundcube Webmail :: Draft agreement for general staffing services fro SGTB Elecro pvt. ltd.

Subject Draft agreement for general staffing services fro SGTB Elecro
pvt ltd. rr r -- I

From Sahil Mahotra (SAHI) <[email protected]>

To [email protected] <[email protected]>,
[email protected] <[email protected]>
Cc Ajay Gautam (SAHI) <[email protected]>,
[email protected] <[email protected]>
Date 2023-05-29 17:11

• DRAFT_General Staffing_With Sourcing Activity SGTB.doc(-112 KB)

Hi Mr., Indadeetl Arun 3i,

Greetind-s from SAHI LL-3y LabourNetl l

We hope this email finds you well. Following our meeting last week and today's telephonic discussion please find
attached draft agreement.

We believe our solution aligns with your requirements and offers great value. Your feedback is valuable to us, and
we are committed to addressing any concerns you may have.

Thank you for considering us.

Best Regards.

Sahil Mahotra

Manaaer- Sales North

SA HI
LabourNet Services India Pvt. Ltd.

C-1, Sector-6, Noida, Uttar Pradesh 201301

M: 4-91 7776349947 1 E: sahil _ I W: ps:/

Follow us on social media: Facebook Twitter Linkedln YouTube

For SGTB ELECTRO PRIVATE LIMITED

Etarigorar-4 _ _ -- Leadership
Awards
2018 DirEi'fr

0 0530888943/3rdpartylroundcube/?_task=rr,ail&_safe=0&_uld=1794&_mbox=INBOX&_action=printk_extvi... 111
10/8/24, 3:52 PM (1336) Roundcube Webmail :: RE: Draft agreement for general staffing services fro SGTB Elecro pvt. ltd.

About arun©sgtbelectro.com

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Inbox RE: Draft agreement for ... Message 43 of 47

Drafts From Saha Mahotra (BAH')

To [email protected] , inderjeet
c('nt
Cc arun hrd ops , Ajay Gautam (SAKI)
Junk Date 2023-06-02 12:13

Trash Dear Sir,

General Staffing.- (A., 76 MB)
Archive PFA Attached final Signed copy
of agreement. Request you to
kindly share the stamped &
signed copy of the same at the
earliest so that we can
proceed further. Also
requesting you to share the
data in the require format
which is already shared.

Best Regards.

Sahli Mahotra
Manager- Sales North

LabourNet Services India Pvt.

Ltd.
C-1, Sector-6, Noida, Uttar
Pradesh 201301
M: +91 7276349947 1 E:
sahil.mahotraasahi.ai I W:
https:I/sail .44
Follow us on social media :
Facebook Twitter LinkedIn
YouTube

Original Message
From: rincarescitbelectro.com
<[email protected]>
Sent: 01 June 2023 09:47
To: Sahli Mahotra (SAHI)
<sahil.mahotra@sahLai>
Cc: arun
<[email protected]>; hrd
<hrdOsetbelectro.com>; cos
[email protected]>;
jnderjeet
<[email protected]>;
Ajay Gautam (SAHI)
<[email protected]>
Subject: Re: Draft agreement
for general staffing services
fro SGTB Elecro pvt. ltd.
For SGTB ELECT
LIMITED

Dear Sir,

We are OK with Final Draft Director

Agreement. please find the
enclosed files as per trail
mail requirement documents.

hups://sh207.hostgator.in:20961cpsess0530888943/3rdparty/roundcuberijask=mailkps=pdf%3D1°/02Cflash5103D0%2Ctiff%3D0%2Cwebp%3... 1/1
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10/8/24, 3:54 PM (1336) Roundcube Webmail :: Re: Salary Breakup sheet with KYC

Apout arun(g)sgtbelectro.com

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Inbox Re: Salary Breakup shee... Message 42 of 47

Drafts From Ajay Gautam (SAHI)

To [email protected] , Sahil Mahotra (SAHIJ
So.nt.
fincare@setbeiectro,,corn , arun ops,
Cc
Junk inderjeet
Date 2023-06-05 20:00
Trash Thanks All,

Archive Also I would request you to share signed agreement copies.

B/R,

Ajay

From: [email protected] <[email protected]>

Sent: Monday, June 5, 2023 7:37:05 PM
To: Sahil Mahotra (SAI-ii) <sahil.mahotrag, sahl.ai>
Cc: [email protected] <[email protected]>; arun
<[email protected]>; ops <[email protected]>; inderjeet
<[email protected]>; Ajay Gautam (SAH1) <[email protected]>
Subject: Salary Breakup sheet with KYC

Dear Sir,

Please find the enclosed files for Salary Breakup sheet with
KYC as
desired.

Regards
Team HR

For SGTB ELEC

LIMITED

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10/8/24, 3:56 PM (1336) Roundcube Webmail :: Meeting Regarding transition of data and process

About arun©sgtbelectro.com

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Inbox Meeting Regarding trans.,. Message 41 of 47

Drafts From Sahil Mahotra (SAKI)

To arun
Snnt
Dote 2023-06=05 21:52

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Meeting
Trash Regarding Part 3.ics (, 44 KB)
Update
transition of
of
data and
process
2023-06-06
Date 12:00 - 13:00
(A<iAlKolkAta)
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Agenda 2023-06-06
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