PROJECT OF LEGAL & TAX ASPECTS ON MEMORANDOM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

SUBMMITED TO: PROF. AMOL DESHMUKH. SUBMMITED BY: MISS: PALLAVI.R.WAGHMARE. ROLL NO: 228 MMS FIRST YEAR

PROJECT ON MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF KASIKORNBANK Public Company Limited

KASIKORNBANK Public Company Limited

Company Background
The KASIKORNBANK Public Company Limited was established on June 8, 1945, with registered capital of Baht 5 Million and only 21 employees. Its first office is now the Thanon Sua Pa Main Branch. The Bank showed healthy performance after only six months in operation. As of December 31, 1945, or at the end of its first accounting period, the Bank recorded total deposits of Baht 12 Million, assets of Baht 15 Million. Since its inception, the Bank has grown healthily. As of December 31, 2010, the Bank, with registered capital of Baht 30,486 Million, had total assets of Baht 1,551,528 Million, total deposits of Baht 1,100,036 Million, and total loans of Baht 1,079,513 Million. The Bank operates 805 branches across the country, comprising 282 Bangkok Metropolitan branches and 523 upcountry branches. The Bank has eight overseas offices, including the Los Angeles International Branch, Hong Kong Branch, Cayman Islands Branch, Shenzhen Branch and the Representative Offices in Beijing, Shanghai, Kunming and Tokyo, which greatly facilitate international trade and financial service transactions between Thailand and our trade partners worldwide.

Throughout the past 65 years, the Bank has always strived to develop our organization and offer financial product initiatives plus excellent service delivery to match our slogan, "Towards Service Excellence", as shown in the brief profile below:

2010
y

KBank. Leave Everything in Our Hands project to provide assistance and management of diverse matters of customers including financial matters, advice on customer wealth, all financial queries, start-up usiness, useful

information from the Bank s business partners, vacation planning, and their housing matters. Thus, for every matter, customers can count on KBank. The first Thai bank to extend the service hours for currency trading and treasury from 5 p.m. to 11 p.m.

Site Map | Privacy Policy | Disclaimer | 2010 KASIKORNBANK PCL. All rights reserved. 1 Soi Rat Burana 27/1, Rat Burana Road, Rat Burana Sub-District, Rat Burana District, Bangkok 10140, Thailand. Telephone: +66 2888 8800 Telefax : +66 2888 8882 http://www.kasikornbank.com/EN/Investors/Pages/Investors.aspx

Management Team
Name Mr. Banthoon Lamsam Mr. Krisada Lamsam Mr. Teeranun Srihong Mr. Predee Daochai Mr. Somkiat Sirichatchai Title Chief Executive Officer and President Senior Executive Vice President Senior Executive Vice President Senior Executive Vice President Senior Executive Vice President

Corporate Secretariat Division

Dr.Adit Laixuthai Executive Vice President Corporate Strategy Management Division Mr. Prasopsuk DamrongchietanonExecutive Vice President Mr. Chartchai Sundharagiati Compliance and Audit Division Mr. Krit Jitjang Corporate Business Division Executive Vice President First Senior Vice President

Mr. Vasin Vanichvoranun Mr. Tawit Thanachanan Mr. Suwat Techawatanavana Mr. Sammit Sakulwira Corporate and SME Products Division Mr. Songpol Chevapanyaroj Miss Sukonrat Bhurivatana Mr. Photjanart Sangpruaksa Mr. Pongpichet Nananukool SME Business Division Mr. Pakon Partanapat Mr. Boonchan Kulvatunyou Mr. Vallop Vongjitvuttikrai Retail Business Division Mr. Ampol Pohohakul Miss Sansana Sukhanunth Mrs. Kwannet Rattanaprug Mrs. Patcharin Vongsiridej

Executive Vice President First Senior Vice President First Senior Vice President First Senior Vice President

Executive Vice President First Senior Vice President First Senior Vice President First Senior Vice President

Executive Vice President First Senior Vice President First Senior Vice President

Executive Vice President First Senior Vice President First Senior Vice President First Senior Vice President

Mr. Thawee Teerasoontornwong First Senior Vice President Mr. Art Wichiencharoen Mr. Chatchai Payuhanaveechai Mr. Silawat Santivisat Capital Markets Business Division Mr. Thiti Tantikulanan Mr. Suradech Kietthanakorn Division Head Investment Banking Business Head First Senior Vice President First Senior Vice President

First Senior Vice President

Mr. Maytee Phanachet China Business Division Mr. Pipit Aneaknithi Enterprise Risk Management Division Mr. Wirawat Panthawangkun Mr. Porvarate Chetphongphan Mrs. Pannee Lertchanyakul Miss Sarunya Leelarasamee Mr. Siripongs Kalayanarooj Mr. Atipat Asawachinda Finance and Control Division Miss Kattiya Indaravijaya Mr. Chongrak Boonchayanurak Systems Division Mr. Somkid Jiranuntarat Dr. Pipatpong Poshyanonda Mr. Yuthchai Chusakpakdee Mr. Suwat Charoenvijitchai Human Resource Division Mr. Surasak Dudsdeemaytha Miss Siranee Phoophat Mrs. Sopa Noonate

Capital Markets Product Management Head

Executive Vice President

Executive Vice President First Senior Vice President First Senior Vice President First Senior Vice President First Senior Vice President First Senior Vice President

Executive Vice President First Senior Vice President

Executive Vice President Executive Vice President First Senior Vice President First Senior Vice President

Executive Vice President First Senior Vice President First Senior Vice President

Board of Directors
Name Director Type Position

Mr. Banyong Lamsam

- Director with Authorized Signature - Advisory Director to the Management

- Chairman of the Board of Directors

Committee - Vice Chairman

Pol. Gen. Pow Sarasin - Director with Authorized - Advisory Director to the Management Committee Signature

- Chairman of the Corporate Governance Committee - Director

Mr. Banthoon Lamsam

- Director with Authorized Signature - Executive Director

- Chief Executive Officer and President - Member of the Risk Management Committee - Director - Advisory Director to the Management Committee

Mr. Sukri Kaocharern

- Director with Authorized Signature - Chairman of the Risk Management

Committee - Member of the Corporate Governance Committee - Director - Chairman of the Audit Committee - Director
Mr. Somchai Bulsook - Independent Director

M.R. Sarisdiguna Kitiyakara

- Independent Director

- Member of the Audit Committee - Member of the Human Resources and Remuneration Committee - Director - Member of the Risk Management Committee

Ms. Sujitpan Lamsam

- Director with Authorized Signature

Professor Khunying Suchada - Independent Director Kiranandana Professor Dr. Yongyuth Yuthavong

- Director - Member of the Audit Committee - Director

- Independent Director

Dr. Abhijai Chandrasen

- Director with Authorized Signature - Advisory Director to the Management - Independent Director

- Member of the Corporate Governance Committee - Director and Legal Adviser

Ms. Elizabeth Sam

Committee - Director - Member of the Audit Committee - Director

Professor Dr. Pairash Thajchayapong

- Independent Director

- Member of the Human Resources and Remuneration Committee - Director

- Independent Director

Mr. Hiroshi Ota

- Member of the Corporate Governance Committee - Director

Ms. Kobkarn Wattanavrangkul

Independent Director

- Member of the Human Resources and Remuneration Committee.

Products & Services

Full array of KBank cash management services for utmost efficiency, time and cost. International Trade
K-International Trade Solutions with global networks and KBank experts.

Credit A financial solution to accomplish your business objective and sustainable growth.

Supply Chain Financing

An end-to-end supply chain financial solution for Buyer, Supplier and Receivable Management

Bancassurance
KBank Bancassurance enabling your business and life to run smoothly.

FX & Derivatives Efficiently minimizing financial risks and maximizing business benefits with KBank experienced specialists.

Corporate Finance & Investments Corporate Finance & Investments enhance your liquidity in fund raising options and alternative investments.

Securities Services

Dedicate to ethical conduct, catch up with all changes, and respond to all needs.

Memorandum of Association
Memorandum Of Association

The Memorandum of Association of the Company contains the following particulars Clause 1 The name of the Company is "Thanakharn Kasikorn Thai Chamkat (Mahachon)" which is to be called in English as "KASIKORNBANK PUBLIC COMPANY LIMITED" Clause 2 The Company wishes to make its shares available to the public. Clause 3 The objectives of the Company are concluded in 27 Clauses as follows: (1) To carry on in Thailand and in other countries the business of banking at Head Office and all branches, and to transact and do all matters and things incidental thereto, or which may at anytime hereafter, at any place where the company shall carry on business, be usual in connection with the business of banking, or dealing in money, or securities for money. (2) To procure capital for, or make advances or lend or jointly lend money to persons, partnerships or companies, or any juristic persons with or without security, which security may be either fixed or movable collateral or a combination thereof, or right of claim on cash deposits, credit or other accounts, or insurance policies, corporate bonds, debentures, bills of exchange, promissory notes, letters of credit, or other right of claim, or other rights, or other obligations, or as receivables due from any lawfully conducted business, or deeds on real estate, various wares, merchandise or equipment, bills of transfer of ownership and lading, delivery orders, bonded warehouse certificates, dock warrants, or other mercantile indicia or tokens, including notes, instruments or any documents issued by banks, financial institutions, or persons which can be used as security. (3) To receive monies for deposit into current, savings, fixed or other deposit accounts, including acceptance of monies as deposits through the issuance of depository notes or other instrument of rights, with or without allowance of interest and to employ such money for making of loans, purchase, sale or collection of money against bills of exchange or any other negotiable instruments, or for other matters within the objectives of the company. (4) To accept, maintain or manage valuables, documents, any types of properties, rights and other interests by any means, including the management of all kinds and types of business for any persons, groups of persons, funds, organizations, or other agencies in both the public and private sectors within the country and abroad, as well as to provide consulting and advisory services, services of provision of information, data, analyses, project planning, advice on finance and investment, or consulting services related to the buy/sale of business, mergers and/or acquisitions, listing of company or securities in the Stock Exchange or any securities trading center, including the operation or rendering of all kinds of services pertinent to financial and investment businesses, both in Thailand and elsewhere. (5) To carry on the business of purchasing, selling, purchasing with a discount, selling with a discount or disposing of by any means, foreign currencies, bonds, treasury bills, bills, letters of credit, warrants or other financial instruments, debt instruments, including any instruments or

evidences of right, or any other instruments, shares, debentures, unit trusts, and all kinds and types of securities. (6) To deal in, assay and refine precious metals (gold and silver). (7) To invest money in such manner as may from time to time be thought proper. (8) To act as the securities registrar, agent, broker, commission agent, facilitator in the securities trading or to conduct any other duty in the trading of shares, debentures, bonds, treasury bills, or any types of securities or for any other businesses pertinent to monetary, investment, or commercial transaction or otherwise. (9) To negotiate or pay in advance coupons or interest on public loans or securities. (10) To contract for public or private loans, and to negotiate and issue the same. (10 bis.) To guarantee, to give aval or undertake the debts and liabilities of other persons. (11) To act as executors of wills made by customers and others. (12) To act as agent for any government, and for public or private bodies and persons. (13) To promote, effect, guarantee, underwrite, participate in, and carry out any issue, public or private, of state, municipal, or other loans or of shares, debentures of any company, corporation or association and to lend for the purposes of any such issue. (14) To acquire and own movable and immovable assets, rights, benefits, and things whose ownership or right may be legally acquired under local laws, and to purchases, procure, receive, take on lease, hire-purchase, or acquire ownership or right of possession, or other rights, or to improve, use or otherwise acquire for any other purpose, including to sell, dispose of, assign or transfer any assets, or rights and duties of all kinds for any other benefit of the Company or its employees. (15) To carry on business in cooperation with, or jointly invest with, or become a limited liability partner in a limited partnership, or a shareholder in any limited companies, public limited companies, funds, or agencies in either the public or private sector within the country and abroad, as well as to become a business alliance, or to participate in business contracts with any juristic persons within the scope of the Companys objectives. (16) To amalgamate with any bank of similar or concurrent objects. (17) To appoint agents and to open branches in any place and for any business as the Company shall deem expedient and to revoke or dissolve such appointment or establishment at the Company's discretion, or to represent other commercial banks for the conduct of commercial banking business. (18) To borrow money or other properties with or without interest or security. (19) To sell, exchange, transfer, pledge, mortgage, let, let out on leasing of, let out on hirepurchase of, permit for use of, dispose of by any other means, or otherwise utilize any assets, or rights or duties which belong to the Company or any other persons, or which become under the power of the Company or any other persons, including the pledge, mortgage or securitization of or creation of any obligation over the said assets, rights or duties as collateral for debts, or for any other benefits for the business operation of the Company in all respects. (20) To increase or reduce companys capital from time to time as it deems necessary or expedient. (21) To file a lawsuit, defend, appear as a party, compromise, or taking whatsoever action in courts or in judiciary or quasi-judiciary organization and to refer any disputes to arbitration. (22) To undertake business as non-life and life insurance broker. (23) To issue securities in the types of shares, debentures, unit trusts, warrants to purchase any type of securities, bills, securities, or other forms and kinds of instruments as permitted,

prescribed, or to be prescribed by the laws governing public limited companies, securities and exchange, or any other laws, for the purpose of offering for sale to the shareholders, the general public or any persons, at the price equivalent to the prescribed value, or at the price lower or higher than the prescribed value. (24) To sell or transfer liabilities of customers or debtors to any persons, juristic persons, Thai Asset Management Corporation, asset management corporations, financial institutions, funds, government agencies, including to purchase, or participate in auctions, or accept any transfer of liabilities from juristic persons, Thai Asset Management Corporation, any asset management corporations, financial institutions, funds, government agencies, as well as to transfer or acquire any right of claims arising out of any sales of goods and services or factoring business, and to collect money from other parties, and to provide services of management of debt collection (25) To engage in businesses pertinent to issuance of credit cards, debit cards and other cards, including the cooperation with both public and private agencies or any juristic persons in issuing said cards to customers of the Company. (26) To carry on any other business in relation to, or in connection with, commercial banking business, or any business traditionally regarded as commercial banking practice, or that a commercial bank may conduct, or should conduct, or permitted, approved or granted to conduct from the Bank of Thailand and/or relevant government agencies, or that may lead to the accomplishment of all or any of said objectives, including other business to be permitted by laws. (27) Also, in general, to do or cause to be done such acts and other things as are incidental or conducive to the attainment of the above mentioned objectives, directly or indirectly. Clause 4 The registered capital is Baht 30,486,146,970 (Thirty thousand four hundred eighty-six million one hundred forty-six thousand nine hundred and seventy Baht) divided into 3,048,614,697 shares (Three thousand forty-eight million six hundred fourteen thousand six hundred and ninety-seven shares) with a par value of Baht 10 (Ten Baht) each, categorized into Ordinary Shares of 3,048,614,697 shares (Three thousand forty-eight million six hundred fourteen thousand six hundred and ninety-seven shares) and Preferred Shares of - shares ( shares). Clause 5 The Head Office is situated in Bangkok. Note This Company's former name was "THE THAI FARMERS BANK LIMITED". Registration No.940. The Company effected registration to convert itself into a public limited company on the 13th day of May B.E.2536. Registration No.105 The names, addresses and occupations, of the promoters of the company, the number of shares subscribed by each of them and their signatures are as follows: (1) Name: Mr. Tongpleaw Cholpoom Address: 659 Soi Trokchangnak Sub-Amphor Klongsan, Changvad Thonburi Occupation: Civil servant, subscribed for one share (1 share) Signed Tongpleaw Cholpoom

(2) Name: Mr. Sa-nguan Jootatemee Address: 2755 Kor. Ladya Road, Sub-Amphor Klongsan, Changvad Thonburi Occupation: Pension civil servant, subscribed for one share (1 share) Signed Sa-nguan Jootatemee (3) Name: Mr. Chote Lamsam Address: 475 Sri Ayudhaya Road, Amphor Dusit, Changvad Phranakorn Occupation: Merchant, subscribed for one share (1 share) Signed Chote Lamsam (4) Name: Mr. Gunlin Saeyung Address: 204 Suriyawong Road, Amphor Bangrak, Changvad Phranakorn Occupation: Merchant, subscribed for one share (1 share) Signed Gunlin Saeyung (5) Name: Mr. Yoomin Jootrakul Address: 640/2 Soi Sansamran, Amphor Prakanong, Changvad Phranakorn Occupation: Merchant, subscribed for one share (1 share) Signed Y. Jootrakul (6) Name: Mr. Suthon Juengyampin Address: 126 Yawarat Road, Amphor Sumpantawong, Changvad Phranakorn Occupation: Merchant, subscribed for one share (1 share) Signed Suthon Juengyampin (7) Name: Mr. Kamthorn Visudhipol Address: 659 Chareonkrung Road, Amphor Sampantawong, Changvad Phranakorn Occupation: Merchant, subscribed for one share (1 share) Signed Kamthorn Visudhipol.

Article of Association
Article of Association General Provisions

Article 1. In this Articles of Association "the Company" shall mean the KASIKORNBANK PUBLIC COMPANY LIMITED, unless the context shall import the other companies. Article 1. bis, Name of the Company shall use the abbreviation Bor Mor Jor instead of the term "Borisat" and "Chamkat (Mahachon)". Article 2. Except for what provided specifically in this Articles of Association, the provisions of the Public Company Act B.E.2535 and as amended in the future shall be applied. Shares and Shareholders Article 3. Shares of the Company shall only be ordinary shares, amount of which shall be fully paid-up in money. The Company shall not issue share certificate to bearer. The offer of shares for sale to the public or to any person shall be in accordance with the law relating to securities and securities exchange. The Company may issue debentures or convertible debentures or convertible preferred shares, including any securities according to the law relating to securities and securities exchange, and offer those securities to public. The Company may convert convertible debentures or convertible preferred shares into ordinary shares, subject to relevant laws. Article 3. bis, Subject to the second paragraph and the third paragraph of this Article, shares of the company which are held by non-Thai nationals at any time shall be in aggregate of not more than 25% of

the total number of shares sold. Non-Thai nationals under the first paragraph shall mean to include:
1. Any partnership or company having capital of all non-Thai nationals up to 50% of the capital in that partnership or company; 2. Any partnership or company having non-Thai national partners (either limited or unlimited liability) or shareholders up to 50% of the number of all partners or shareholders; 3. Any association, foundation, organization or institution having the number of members or directors up to 50% of all members or directors, as the case may be, or having non-Thai national as manager, or being managed or incorporated for the benefits of any non-Thai nationals.

Non-Thai national(s) may acquire an aggregate amount of shares in excess of 25% of the total number of shares sold pursuant to the first paragraph of this Article only by means of subscription of capital-increase shares of the Company, provided that the number of capitalincrease shares acquired by non-Thai nationals under this paragraph, when combining with the number of shares held by non-Thai nationals under the first paragraph of this Article, shall not exceed 49% of the total number of shares sold during such time. Non-Thai national shareholders who acquire shares under this paragraph shall have the same legal rights as non-Thai national shareholders under the first paragraph in all respects. If the Company has proceeded to increase capital for non-Thai nationals under the second paragraph and the number of shares held by non-Thai nationals is less than 49% of the total number of shares sold, it shall be deemed that the highest ratio of shares held by such non-Thai nationals of the Company will be consistent with the highest ratio when the capital increase shares offered at that time are subscribed, which however must not exceed 49% of the total number of shares sold unless otherwise prescribed by laws, regulations or directives of the Bank of Thailand and/or relevant agencies. Article 4. Shares certificates shall be affixed with the seal of the Company and the signature of at least one director, signed or printed, but the directors may authorize the share registrar referred to in the law relating to securities and exchange, to sign or print his or her signature on their behalf. Article 4. bis, The Company shall issue one or several share certificates and deliver them to shareholders within a period prescribed by law. In the case where a transferee wishes to obtain a new share certificate, he shall make a request to the Company by submitting a written request bearing the signatures of the transferee and of at least one witness in certification thereof. Article 5. In case of any share certificate being worn out or defaced causing unclear readability the shareholder may request for the substitute from the Company. In cases where a share certificate is lost and the shareholder can produce lawful evidence and has filed a request to the Company, the Company shall issue a new share certificate in substitute of

the lost certificate.

In the issuance of a new share certificate under the preceding paragraph, the fees at a rate prescribed by the Company shall be paid, provided that such fees shall not exceed the rate fixed by law.

Article 6. The Company is prohibited from purchasing or acquiring its own shares and shall not accept its own share certificate as security for debt or any transaction except in the case permitted by the laws and is undertaken in accordance with rules, procedures and conditions prescribed by the laws. In case the Company will purchase no more than 10 per cent of its paid-up capital in return, the Board shall have the authority to approve such purchase. Article 6. bis, In the case where the Company issues shares at a price higher than par value, a general meeting of shareholders shall fix the amount of the money in excess of the value of the shares. The money in excess of the value of the shares shall be paid at the same time as the first payment on shares, or a general meeting of shareholders may authorize the Board of Directors to decide otherwise. Article 6. ter, The excess amount on share received by the company as per Article 6 bis shall be deemed premium on share reserve fund. Transfer of Shares Article 7. A share transfer shall be valid upon the transferor's endorsing of the share certificate by stating the name of the transferee and having it signed by both the transferor and the transferee and delivering the share certificate to the transferee. The transfer of shares will be effective against the Company upon the Company's having received a request to register the transfer of the shares. It may be effective against a third party only after the Company has registered the transfer of the shares in the shareholder register. In the case where there is no space for endorsement of the share certificate, a new share certificate may be issued or an allonge be attached thereto. In the case where a new share certificate is issued, the old share certificate shall be returned to and cancelled by the Company. In the case where the transfer of shares represented by a certain share certificate is for an amount less than total shares represented, the transferor shall state in the endorsement the amount of

shares transfered. In such a case a new share certificate representing the shares remaining or the old share certificate shall be issued to the transferor and a new share certificate representing the transferred shares shall be issued to the transferee. The old share certificate shall be returned to and cancelled by the Company.

Article 7. bis, The Company shall notify the transferees to dispose of his shares if the transfer of shares shall result in such person holding shares beyond the number specified by laws. Except for where the Company has authorized or obtained permission pursuant to the financial institution business laws. Article 8. Any persons who are entitled to shares by inheritance or under court order shall produce lawful evidence to the Company before being registered as shareholders. Directors Article 9. There shall be no less than seven and no more than eighteen directors whereby no fewer than half of all directors shall have domicile in the Kingdom The director may or may not be the Companys shareholder. Article 9 bis. The Board of Directors shall have a duty to supervise and manage the Company so that it is in accordance with the laws, the Companys Objects, the Articles of Association and the resolutions of the Shareholders Meeting. Article 9 ter. A director shall be entitled to receive remuneration from the Company in a form of money, meeting expense, pension, bonus or any other form of benefits in accordance with the Articles of Association or the resolution of the Shareholders Meeting. The Shareholders Meeting may determine an exact amount, lay down a certain rule, determine the amount from time to time or make its decision effective all the time until further amendment. Article 10. The person eligible to hold office of director shall have the following qualifications:

(1) being natural person and be sui juris; (2) not be bankrupt, incompetent or quasi-incompetent; (3) have never been imprisoned on the final judgement of a court for an offense related to property committed with dishonest intent; (4) have never been dismissed or removed from government service, or a government organization or a government agency in punishment for dishonesty in performing their duties.

Article 10. bis, Directors shall be elected by a meeting of shareholders in accordance with the following rules and procedures. (1) Directors may be elected individually or in a set. (2) Each shareholder shall have one vote per each share held by him for the election of each director. (3) Each shareholder shall use all of his votes in the election of directors. (4) The persons who received the highest number of votes in their respective order of the votes (in case of election of directors in a set) in a number not exceeding the number of directors to be elected at that meeting, shall be appointed as directors. (5) In the event of equal votes for the last person, the chairman of the meeting shall have a casting vote. Article 10. ter, At each annual ordinary meeting of the Company, one-third of the directors, or, if their number is not a multiple of three, then the number nearest to one-third must retire from office. The directors who have been in office longer shall retire first. In the case of disagreement as to who should retire, it shall be decided by drawing lots. The retired directors may be re-elected. Article 10. quarter. The Board of Directors shall appoint a director as the Chairman. It may also appoint the ViceChairman. Article 11. Any director who passes away or tenders his/her resignation prior to his/her term, is unqualified under Article 10, is resolved to be removed by the meeting, or ordered by the Court to resign, shall be removed from the office immediately. Article 12. In the case of vacancy in the Board of Directors for reasons other than the expiration of the director's term of office, the Board of Directors shall elect a person who has the qualifications

and who possesses no prohibited characteristics under Article 10 as the substitute director at the next meeting of the Board of Directors, unless the remaining term of the office of the said director is less than 2 months. Such resolution of the Board of Directors shall consist the votes of not less than three fourths of the remaining directors. The substitute director shall hold office only for the remaining term of the director whom he or she replaces.

Article 13. No director shall operate any business either for his or her own benefit or for the benefit of other persons or operate any business which has the same nature as or competes with the business of the Company or become a partner in other business having such nature either for his or her own business or for the benefit of other persons, unless he or she notifies the shareholder meeting prior to his or her appointment. Article 14. The meeting of the Board of Directors shall be held monthly save caused by any hindrance but at least once every three months, and the quorum necessary for transaction of business at the meeting shall be at least one-half of the number of directors. At the meeting each director shall have one vote. The majority of votes shall be deemed resolution, in case of an equality of votes the Chairman of the meeting has a casting vote. The Chairman of the Board shall be the person who calls the meetings of the Board of Directors. If two or more directors request a meeting of the Board of Directors, the Chairman of the Board shall determine the date of the meeting within fourteen days of the date of receipt of such request. In calling a meeting of the Board of Directors, the Chairman of the Board or the person assigned by the Chairman of the Board shall serve written notice calling for such meeting to the directors not less than seven days prior to the date of the meeting. Where it is necessary or urgent to preserve the rights or benefits of the Company, the meeting may be called by other methods and an earlier meeting date may be chosen.

Article 15. At a meeting of the Board of Directors, in case the Chairman of the Board is not present at the meeting, the Vice-Chairman present at the meeting shall be a chairman of the meeting. If there is no Chairman or Vice-Chairman, the directors present at the meeting shall elect one of the directors to be the Chairman of the meeting.

Article 16. A director who has in a resolution a special interest can not vote on such resolution. The Chairman may ask that director to leave the meeting temporarily. Article 17. The directors shall have the power to conduct all kinds of business of the Company. Two directors are authorized to sign and affix the common seal of the Company. Article 18. The Board of Directors shall appoint a director to be the Chief Executive Officer and a director to be the President, and that the Chief Executive Officer may be the same person as the President. The Board of Directors shall prescribe powers and duties of the Chief Executive Officer and the President. If the powers and duties of the Chief Executive Officer and the President are not prescribed, the Chief Executive Officer and the President shall have the power to manage the Company in compliance with general custom and under the Board of Directors supervision. The Board of Directors may appoint any person or persons to be Director & Executive Vice President and Director & First Senior Vice President. The Board of Directors may prescribe authority of the Director & Executive Vice President and Director & First Senior Vice President. If the powers and duties of the Director & Executive Vice President and Director & First Senior Vice President are not prescribed, the Director & Executive Vice President and Director & First Senior Vice President shall perform their duties in compliance with the general custom and under the Board of Directors' supervision.

Article 19. The Board of Directors shall appoint a Management Committee consisting of a Chief Executive Officer, a President and a certain number of the Companys officials who shall have an authority to manage and operate the Companys business as determined by the Board of Directors. The Chief Executive Officer shall be the Chairman of this Management Committee by his/her position. The Management Committee shall hold meetings and perform its duties as appropriate but no fewer than once a week unless in case of necessity or there is no business or there is a reasonable basis for not having such meeting. The quorum of the Management Committee shall consist of no fewer than half of all members of the Management Committee in which the Chief Executive Officer or the person designated

thereby must also attend the meeting. Each attending the Management Committees meeting shall have one vote. The majority vote shall be deemed a resolution. In case of tie votes, the Chairman of the Meeting shall have an additional vote as a casting vote. In every Board of Directors Meeting, the Chief Executive Officer or the person designated thereby shall report to the Board of Directors Meeting in brief of the businesses the Management Committee has already taken. However, the following shall be subject to the Board of Directors approval in advance. (1) Matters relating to the Companys policies. (2) Any matter if committed will materially affect the Companys business. (3) Matters which the Board of Directors itself shall comply according to the law. (4) Matters which shall be complied upon the Companys regulations. (5) Matters the Management Committee deems appropriate to propose for approval on a case by case basis or in accordance with the rules the Board of Directors has prescribed; for example, the credit approval. Article 19. bis, The Board of Directors may appoint no more than five directors who shall give advice as deemed appropriate by the Board of Directors as members of Advisory Board to the Management Committee. General Meetings Article 20. The ordinary general meeting shall be held once in a year within 4 months from the date of closing account for preparation of balance sheet stated in Article 31. The Board of Directors may summon extraordinary meeting whenever they think fit. In case shareholders holding shares amounting to not less than one-fifth of the total number of shares sold or shareholders numbering not less than twenty-five persons holding shares amounting to not less than one-tenth of the total number of shares sold may submit their names in a request directing the Board of Directors to call an extraordinary general meeting at any time. The reasons for calling such meeting shall be clearly stated in such notice. Article 21. Notice summoning of both ordinary and extraordinary meetings shall have to be given in advance to shareholders not less than 7 days before the date fixed for the meeting, specifying also the nature of business to be transacted. The aforesaid notice calling for the general meeting shall be published successively in a Thai

newspaper for at least three days and at least three days prior to the date of the meeting. Such newspaper shall be a newspaper that it published and distributed with the area where the principal office of the Company is located.

Article 22. The quorum at every general meeting shall not be deemed constitute unless shareholders present in person or represented by proxy at least twenty five persons and one-third of the total shares are present, except mentioned in Article 23. Article 22. bis, Each shareholder is entitled to execute one proxy in form designated by the Registrar for another to attend or vote on his behalf in a meeting and there must be only one person as proxy to transact the mentioned actions regardless number of shares held by such shareholder. Article 23. If within one hour from the time appointed for the general meeting the quorum is not present, the meeting, if summoned upon by requisition of shareholders, shall be dissolved. If summoned upon by the Board of Directors itself, another general meeting shall be summoned again by the notice calling such meeting shall be delivered to shareholders not less than seven days prior to the date of the meeting and at such new meeting the quorum is present regardless the number of shareholders in attendant. Article 24. On voting, one share shall be counted one vote and the majority of votes shall be deemed resolution. In case of an equality of votes, the Chairman shall be entitled to a casting vote distinguishing from that he has in the capacity of shareholder.

Article 25. Voting on poll may be made when not less than five shareholders request it and the meeting resolves to do so. The Chairman of the meeting shall prescribe the method of such poll voting. Article 26. In general the Chairman of the Board shall be the chairman of the shareholder meeting. In the case of absence or incapability of the Chairman of the Board, if there is a Vice-Chairman of the Board, the Vice-Chairman of the Board shall be the chairman of the meeting. In the absence or

incapability of the Vice-Chairman of the Board, the meeting shall elect a shareholder to be chairman of the meeting.

Article 27. Any shareholder who has in a resolution a special interest shall not be entitled to exercise the right of proxy to vote. The Chairman may ask him to leave the meeting temporarily. However, vote for election or removal of directors is not subjected to this Article. Article 28. The business to be transacted at the ordinary meeting is as follow: (1) The directors submit to the meeting the report showing how the business of the Company was conducted during the year under review; (2) Adoption of balance sheet; (3) Consideration on dividend and reserve fund; (4) Election of new directors in place of those retired by rotation; (5) Appointment of the auditor and fix remuneration; (6) Other business provided that the chairman of the meeting considers appropriate.

Accounting Article 29. The auditor shall be elected by ordinary meeting whereby remuneration shall also be fixed from time to time. The auditor may be elected from a third person, but no director, or manager, or the Company's employee is eligible as an auditor during his continuance in office.If the auditor elected by the ordinary meeting is not meet with the consent of the Bank of Thailand, the Board of Directors shall conduct the following: (1) Calling an extraordinary meeting to elect new auditor or (2) Propose and select auditor to secure the consent of the Bank of Thailand, then calling an extraordinary meeting to appoint such auditor. In case of the vacancy of elected auditor before his term, the Board of Directors shall conduct the above-mentioned 1 or 2 mutatis mutandis. Article 30.

The auditor shall at all reasonable time have access to the books and accounts and all documents relating to the company's properties of business and he may examine the directors or any other agents or employees of the Company.

Article 31. The Company shall arrange for, and properly keep the accounts of the Company, as well as the audit according to the relevant laws, and shall prepare the balance sheet and profit and loss accounts at least once in 12 months period, which is the accounting period of the Company. The Board of Directors shall arrange for preparation of the balance sheet and profit and loss accounts as of the end of the accounting period of the Company, and shall submit the same to the shareholders meeting at the annual general meeting for approval. The Board of Directors shall arrange for such accounts to be fully audited prior to submission to the shareholders meeting for approval. Article 32. No dividend shall be paid out of any money, other than profits. In the event that the Company still has an accumulated loss, no dividend shall be paid. Dividend shall be paid equally, according to the number of shares. Payment of dividend shall be subject to shareholders approval. The Board of Directors may pay to the shareholders the interim dividend from time to time, if there is sufficient profit for such payments, and shall report the same to the shareholders at the next shareholders meeting. Any amount remain after the payment of dividend according to the shareholders meeting resolution or after the payment of interim dividend, shall be appropriated as any reserve as deemed appropriate by the Board of Directors or reserve for capital fund of the Company. The payment of dividend shall be made within 1 month from the date of the meeting of the shareholders or the directors (as the case may be) and shall notify the shareholders in writing and publish the same in the newspaper.

ADDITIONAL PROVISIONS Article 33. The Company's seal shall be in the size and picture as follows:

Article 34. Where the Company or any of its subsidiaries enter into a connected transaction, or a transaction relating to an acquisition or disposition of material assets of the Company or any of its subsidiaries, the Company shall comply with the rules and procedures under the laws.

Award

The Asian Banker

Best IT Solution for Trade Finance Award 2008 Excellence in SME Banking Awards 2007 & 2008

Financial Insights

Financial Insights Innovation Awards 2008

Global Finance

World's Best Trade Finance Provider Award 2008 & 2009

FinanceAsia

Best Investment Bank 2008 Best Trade Finance 2008 & 2009 Best Bond House 2009 Best Trade Finance Bank 2009 Best Cash Management Bank 2009

Thailand ICT Awards (TICTA)

Thailand ICT Excellence Awards 2008: Business Enabler-Financial & Banking Sector in recognition of the Trade Finance Service

PROJECT ON MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF GIVE INDIA

Give India is a donation platform that allows you to support a cause of your choice from about 200 NGOs that have been scrutinized for transparency & credibility. We do not raise funds for ourselves. We help you donate to these NGOs. We tell you exactly where your money went and also give you proof of it through a feedback report. We ensure that at least 90% of your contribution reaches the organization you support (as against the average of 60% for the NGO sector). What makes us different? We have reviewed over 3,000 non-profit organizations from all over India to identify over 200 organizations that have met with the GiveIndia's Listing Criteria. They work for causes ranging from child welfare and education to disability, poverty, and women's empowerment to name a few. Conceived by Venkat Krishnan, an IIM-A graduate in December 1999, GiveIndia is managed by a team of professionals who have earlier worked with various corporates and now have dedicated their careers to making a difference. We got registered on April 28, 2000, as a non-profit under section 25 of the Companies Act, 1956, in Ahmedabad, Gujarat. Since inception, over 75,000 donors across the globe have been able to impact over a million lives by supporting 200+ organizations through GiveIndia.Give us a whirl. Change a life today!
How we do this Gift a Donation Internet Giving Charity Events Payroll Giving Mobile Giving Client Services Fundraising - iGive Listing NGOs on GiveIndia

We won the 2008 Manthan Award for E-Enterprise and Livelihood About our cost of fundraising in this message from our director - Venkat Krishnan N. About the GiveIndia Assurance

Year

Achievements/ Initiatives

Facts

2009-10

Key Initiators of the Joy of Giving Week , it channeled over 10 crore through 300+ events in 40 cities all over India Launched Mobile Giving Launched India's first online giving event India Giving Challenge raised Rs. 91 lacs from 5,000+ donors Payroll crosses 30,000 mark Founder Mr. Venkat Krishnan steps down as CEO and Mr. Ujwal Thakar steps in. Raised Rs. 14 crores for Bihar flood victims. Internet Giving raised Rs. 2.5 crores Payroll Giving reached Rs. 5.4 crores mark

Funds raised Rs. 22 crores NGOs listed - 247 30,000 PRG donors across 90 companies

2008-09

Funds raised - Rs. 26.7 crores NGOs listed - 200 27,000 PRG donors across 60 companies 39 employees Raised Rs. 18.3 crores 115 NGOs Listed 23,000 PRG donors across 53 companies 34 employees Raised Rs. 12.17 crores 110 NGOs listed 10,000 PRG donors across 29 compaines 31 employees Raised Rs. 9.38 crores 95 NGOs listed 3,000 PRG donors across 24 companies 23 employees

2007-08

Launched Catalogued Projects Online Giving continued to grow with 4,000 donations worth Rs 1.7 crores Payroll Giving touches Rs. 3.5 crores

2006-07

Launched iGive Held Listing events in Mumbai and NYC Payroll Giving doubled and reached the Rs. 2 crore mark Internet giving crosses the Rs. 1.6 crore mark

2005-06

Crossed Rs. 25 crores in cumulative funds Crossed 100,000 cumulative donations More than 20,000 individual donors. Hutch Delhi Half Marathon was launched and raised Rs. 81 lacs. Key initiator of Guidestar India

2004-05

Launched GiveIndia on Rediff.com which raised Rs. 5 lacs through 316 individual transactions Conceptualized and held The Standard Chartered Mumbai International Marathon Setup online giving for Tsunami victims within 48 hours GiveIndia.org was formally launched on April 18th. Setup of Give UK Launched the Corporate Payroll Giving Programme Launched Donor Advised Funds for HNIs and Corporates Internet Giving raised over Rs. 32 lacs through 1,500 individual contributions. Introduced the Credibility Alliance, an attempt to bring standards into the nonprofit sector. Corporate Philanthropy Services was initiated to promote efficient and effective giving in the corporate sector. Setup of GIVE USA Set up systems to process donations, making timely disbursements and helping NGOs to track usage and write feedback. Board was professionalized with the induction of Mr. N Vaghul, Mr. Vijay Mahajan, Mr. Tarun Das and Mr. R.K. Krishnakumar. Launched as icicicommunities.org by founder Mr. Venkat Krishnan. The First Philanthropy marketplace or Charity Exchange First Internet giving site in India and one of the first in the world. First non profit screening and reporting mechanism in India. Handled the Gujarat Earthquake Relief Fund and

2003-04

Raised Rs. 9.3 crores 75 NGOs listed 1,500 PRG donors across 21 companies 19 employees Raised Rs. 2.1 crores 50 NGOs listed 500 PRG donors across 6 companies 17 employees

2002-03

Raised Rs. 108 Lacs 34 NGOs listed 16 employees

2001-02

Raised Rs. 61 lacs 30 NGOs Listed 16 Employees

2000-01

Raised Rs. 97 Lacs 9 NGOs listed 13 employees

raised Rs. 25.1 lacs.

THE COMPANIES ACT, 1956 [COMPANY LIMITED BY SHARES]

MEMORANDUM OF ASSOCIATION

I The Name of the Company is "GIVE Foundation". II The Registered Office of the Company will be situated in the state of Gujarat. III The objects for which the Company is established are: (a) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED ON ITS INCORPORATION ARE: 1. To seek, identify, evaluate and select organisations working for the welfare of public at large, and monitor the usage of funds, carry out performance evaluations and obtain reports on a regular basis; to ensure that recipient organisations are transparent in their reporting, keep records and document evidence, and make these available to givers (donors) regularly; and to ensure that donors have access to information regarding how their contributions were utilised; to carry out projects for the welfare of public at large, to provide professional inputs, support and training as and when required to by welfare organisations and donors and to create forums for workshops, seminars, meetings between donors and welfare organisations. 2. To promote the practice of giving, through advertisements, promotions, fund-raising programs and campaigns, presentations and such other actions that lead to creating a feeling in individuals, corporate, organisations and the public at large, that it is a matter of great pride to GIVE for a good social cause, using a wide range of media including, but not limited to, television, print, radio, websites, internet portals, and all other means of electronic communication. (b) OBJECTS INCIDENTAL OR ANCILLIARY TO THE ATTAINMENT OF THE MAIN OBJECTS: 1. To set up or to cause to be set up by itself or with other organisations or individuals, a rating agency or agencies to rate the organisations who receive funds from various sources for charitable purposes or for the welfare of public at large; to seek and obtain ratings, reports, analyses, findings and recommendations from such agencies; and to oversee through various mechanisms, the functioning of such agencies. 2. To raise funds through activities and sources including, but not limited to, events, programs, charity shows, payroll giving, donations, corpus and recurring grants from government and other sources, one-off contributions, ecommerce transactions; by securing from individuals, corporate and other organisations, a percentage or fixed amount as contribution from the sale of their various products and services; and through the sale of various articles, goods and services produced or rendered by various organisations working for the welfare of public at large, or on their behalf and to disburse funds raised through such and other mechanisms to charitable organisations or activities, or such individuals and organisations working for the welfare of public at large, who have been identified and selected for this purpose. 3. To set up or cause to be set up charity portals, internet websites, e-commerce services, and other internetbased services in order to actualise the aforesaid objects; and to engage in e-commerce transactions for the same. 4. To carry out and enter into all types of public/private contracts in connection with the Main objects. 5. To lend or deposit moneys belonging to or entrusted to or at the Company to such persons or company and in particular to customers and other whether having dealing with the Company or not and whether resident in India or not, with or without security, upon such terms as may be thought proper and to guarantee the performance of

contracts by any person of the Company, but not to do the business of banking as defined in the Banking Regulations Act, 1949. 6. To incur debts and obligations for the conduct of any business of the Company and to purchase or hire goods, materials or machinery on credit or otherwise for and business or purpose of this Company. 7. To make advances upon or for the purchase of land, buildings, houses, offices, flats, apartments, shops and/or construction thereof or for materials, goods machinery and stores required for companys activities. 8. To improve, manage, work, develop, alter, exchange, lease, mortgage, turn to account, abandon, or otherwise deal with all or any part of the property, rights and concessions of the Company, and to manufacture any articles or render any services with utilization of machineries, equipments and assets belonging to the Company. 9. To acquire or amalgamate with any other company whose objects include objects similar to those of this Company, whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertaking, subject to liabilities of this or any such other company as aforesaid, with or without winding up or by sale or purchase (for fully or partly paid-up shares or otherwise) of all the shares or stock of this or any such other company as aforesaid, or by partnership or in any other manner and to acquire the properties and or business of any person/s having dealings with the Company, in settlement of the Company's dues to carry on such business. 10. To enter into partnership, joint venture, consortiums, Association, or into any other arrangements for the sharing of profits, union or interest, co-operation, joint venture reciprocal concessions or otherwise, with any person, firm or company carrying on or engaged in or about to carry on or engage in any business or transaction whether this Company is authorised to carry on or engage in any business or transaction whether this Company is authorised to carry on or engage in any business or transaction whether this Company is authorised to carry on the same or not, engage in or any business or undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the Company and to lend money, to guarantee the contracts of or otherwise assist any such persons, firm or company and to take or otherwise acquire and hold shares or securities of any such person, firm or company and to sell, to reissue with or without guarantee or the same. 11. To be interested in promote and undertake the formation and establishment of such institutions, business, companies as may be considered to be conducive to the profit and interest of the Company in any part of the World. 12. To enter into any agreement with any Government or authorities (municipal, local or otherwise) or any corporations, companies, or persons, or any cooperative society or organisation or institutions in any part of the World which may seem conducive to the Company's object or any of them and to obtain from any such Government authority, corporation, company or person any contracts, rights, moneys, privileges and concessions which the Company may think desirable and to carry out, exercise and comply with any such contracts, rights, privileges and concessions. 13. To obtain any Act of Central or State Legislature, provisional order, license or autonomous body or authority for enabling the Company to carry out any of its objects into effect or for effecting any modification of the Company constitution, or for other purposes which may seem expedient and to oppose any proceedings or application which may seem calculated directly or indirectly or prejudice the Company's interest/s. 14. To pay all the costs, charges and expenses of and incidental to the promotion and formation, registration and establishment of any company and the issue of its capital including costs, charges, expenses of negotiations and contracts and arrangements made prior to and anticipation of the formation and incorporation of the Company. 15. To procure the other recognition of the Company in any country, state or place and to establish and regulate agencies for the purpose of the Company's business and to apply or join in applying to any Parliament, Local Government, Municipal or other authority or body, Indian, British, Colonial or Foreign, for any Acts of parliament or Legislature, laws, decrees, concessions, orders, rights or privileges that may seem conducive to the Company's objects or any of them and to oppose any proceedings or application which may seem calculated directly to prejudice the Company's interests. 16. To undertake and execute any trusts, the undertaking whereof may seem desirable, either gratuitously or otherwise. 17. To open account or accounts with any individual, firm or company or with any bank or banks and to pay into and to withdraw moneys from such account or accounts.

18. To establish and support or aid in the establishment of and support associations, institutions, companies, societies, funds, trusts and conveniences for the benefit of the employees or ex-employees or of persons having dealings with the Company or the dependents, relatives or connections of such persons and in particular friendly or other benefit societies and to grant pensions, allowances, gratuities and bonuses either by way of annual payments or by way of lumpsum and to make payments towards and to make payments towards insurance and to form and contribute to provident and benefit funds, to or such persons. 19. To form, subscribe or contribute to or otherwise to assist, aid or guarantee money to public, charitable, benevolent, religious, scientific, national, or other institutions, funds, objects or purposes and to any other institutions, funds objects or purposes which in the opinion of the Board of Directors are likely to promote the interests or the business of the Company and/or to further its objects and /or to any other institutions, funds, objects, or purposes whatsoever whether directly relating to the business of the Company or not including promotion of arts, literature, knowledge or rural development, social and economic welfare and uplift of people, promotion and growth of national economy and to acquire and hold shares, stocks, debentures or other securities to invest and join in partnership firms and in general to function as Investment Company and /or Investment Trust Company and/or as a Trustee and/or Executor Company. 20. To undertake, carry out and promote and sponsor or assist any activity for the promotion and growth of national economy and for discharging what the Directors may consider to be social and moral responsibilities of the Company to the Public or any section of the public as also any activity which the directors consider likely to promote national welfare or social, economic or moral uplift of the Public or any section of the public and in such manner and by such means as the Directors may think fit and the Directors may without prejudice to the generality of the foregoing, undertake, carry out, promote, and sponsor any activity for public action of any books, literature, newspapers, or for organizing lectures or seminars likely to advance these objects or for giving merit awards, for giving scholarships, loans or any other assistance to deserving students, or other scholars or persons to enable them to prosecute their studies or academic pursuits or researches and for establishing, conducting or assisting any institutions, fund, trusts having any one of the aforesaid objects as one of its objects by giving donations. 21. To provide for the welfare of Director or employees of the Company or its predecessors in business and the wives, widows and families or the dependents or connections of such persons by building or contributing to the building of houses or dwelling or quarters or by grants of money, pensions, gratuities, allowances, bonuses, or benefits or any other payments or by creating and from time to time subscribing or contributing to provident funds and other associations, institutions, funds, or other schemes or trusts and by providing or subscribing or contributing towards places of instruction, recreation, hospitals and dispensaries, medical and other attendance and assistance as the Company shall think fir. 22. To establish and maintain or procure the establishment and maintenance of any contributory or noncontributory pension or superannuation funds for the benefit of and give or procure the giving of donations, gratuities, pensions, allowances, or emoluments to any persons who are or were at any time in the employment or service of the Company or of any company which is a subsidiary of the company or is allied to or associated with the Company or with any such subsidiary company or who are or were at any time Directors or officers of the Company or of any such other company as aforesaid and the wives, widows, families and dependents of any such persons, and also to establish and subsidies and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or advance the interests and well-being of the Company or of any such other company as aforesaid and make payments to or towards the insurance of any such person as aforesaid and do any matters aforesaid either alone or in conjunction with any such other company as aforesaid. 23. In relation with the business of the Company to guarantee the payment of money secured or unsecured by or payable under or in respect of promissory notes, bonds, debentures, debenture-stocks, contracts, mortgages, obligations, instruments and securities of any company or any authority, supreme, municipal, local or otherwise or of any person howsoever, whether incorporated or not incorporated and generally to guarantee or become sureties for the performance of any contracts or obligations. 24. To employ experts to investigate and examine into the conditions, prospects, value, character and circumstances of any business concerns and undertakings having similar objects and generally of any assets, property or rights. 25. To undertake, carryout, promote and sponsor any activity for publication of any books, literature, newspaper, or for organising lectures, conferences or seminars, workshops, training programmers likely to advance the aforesaid objects or for giving merit awards, scholarships, loans or any other assistance to institutes, deserving students or other scholars or consultants or person to enable them to pursue their studies or pursuits of research and for establishing, conducting or assisting any institution, fund, trust having any one of the aforesaid objects as one of its

objects. 26. To create any Depreciation Fund, reserve Fund, Insurance Fund or any other Special Fund, whether for depreciation or for repairing, improving, extending or maintaining any of the property of the Company, or for any other purpose conducive to and in the interest of the Company. 27. To act as a Consultant, Advisor and provider of information or ratings, in respect of any Institution or Organisation or Individual. 28. To accept, scrutinize and approve the applications of Educational Institutions to be designated and recognized for the Educational Loan Programs to be extended by the Company and to enter into such Agreements/Contracts, as the Company may deem fit, for this purpose. 29. To establish a Fund/Funds for carrying out any one or more the objectives of the Company. 30. To apply to the Government, public bodies, Urban, Local, Municipal District and other bodies, corporations, companies or other persons for and to accept grants of money, equipment land, buildings, donations, gifts, subscriptions and other assistance with a view to promoting the objects of the company and to conform to any proper conditions on which such grants and other payments may be received. 31. To appeal, solicit, receive or accept any gift(s) or donation (s) or contribution (s) in cash or in kind from any person or persons or firm (s) or company or others, on such terms and conditions and subject to the law of land for the furtherance of the objects of the Company or for any on or more of them, not inconsistent with the objects and constitutions of the Company and which may be acceptable to the Managing Committee. 32. To refer to or agree to refer any claims, demands, disputes or any other question by or against the Company or in which the Company is interested or concerned and whether between the Company and the member or members or his or their representatives, or between the Company and third parties, to arbitration and to observe and perform and to do all acts, maters and things to carry out or enforce the awards. 33. To give donations to and otherwise assist in any form whatsoever public charitable institutions, societies, funds and trusts. 34. To establish, settle, promote, form, undertake or to execute any public charitable or welfare trust for the benefit of employees, ex-employees, directors, their dependents and general public or for the development and advancement of any activity in the field of education, healthcare, public welfare, science, for their benefit. 35. To prescribe standards of proficiency and to award certificates, diplomas, degrees, associate ships, fellowships, chartered fellowships and other distinctions. 36. To confer honorary awards and other distinctions and to establish professorships, lectureships of seats or faculties in any specific or general subject or branch or knowledge. 37.To undertake, conduct, organize, aid, finance, encourage and participate in, seminars, workshops, conferences, congresses, conventions, councils, tutorials, lecture series, and group discussions in India and abroad. 38. To fix and demand fees and other charges for products sold and services rendered. 39. To transfer employees of any category or grade, from and to any institution, division or organization established, owned, managed, assisted, financed or promoted by the Company. 40. To establish, promote, organize, undertake, manage, build, construct, equip, modernize, develop and operate, in any part of India or elsewhere, mobile libraries, libraries, reading rooms, books, magazines, video cassettes, audio cassettes, compact discs, CD-ROMs, micro films and photographs, cuttings and other publications, on membership and periodical fees, at subsidized rates or on free of cost basis, to members, organizations, institutions, individuals or to the public at large. 41. To apply, approach, purchase, tender, auction, hold, protect, prolong, work, use or otherwise to acquire, renew, or dispose off in any part of the world, any patents, copyrights, trade secrets, secret processes, information know-now, formulae, inventions, trade marks, mono, logos, designs, designs, licenses, concessions and the like, conferring any absolute, exclusive, non-exclusive, limited, temporary or permanent rights to work the same and to use, develop, exercise or grant license in respect of, or turn to account the property, rights or information so acquired

and to expend money in experimenting upon or testing or improving such patents, inventions, rights, designs or informations. 42. To retain or employ skilled professionals or advisors in connection with the objectives of the Company and to pay professional fees or remuneration as may be thought fit to those who are not members of the Company. 43. To purchase, acquire, buy, take on lease or in exchange or otherwise acquire, sell, rent out, lease, dispose off any land of any tenure or description or building or parts of buildings and to develop and turn to account any land acquired by the Company and to construct buildings, flats, bungalows, tenements, row houses, commercial complex, townships, clubs, industrial sheds and other buildings and work of public utility and to sell, transfer, allot the same to such person as may be thought fit by the Company and to otherwise work as developers, builders, contractors, architects, engineers, supervisors, decorators, designers, values, surveyors, consulting engineers and offer constancy services of all kinds pertaining to real estate and to work as contractors, engineers, job workers, organizers of society. 44. To pay all expenses preliminary or incidental to the formation of the Company and its registration either in cash or by issue of securities or partly in one or partly in any other manner. 45. To incorporate, float, form, constitute and promote any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of this Company, or for carrying on any activity which this Company is authorized to carry on or for any other purpose which may seem directly or indirectly calculated to benefit this Company. (c) OTHER OBJECTS: NIL Provided that the Company shall not support its funds or endeavor to impose on or procure to be observed by its members or any other negotiation or restriction which, if any, object of the company would make it trade union.

IV The objects of the Company extend to the whole of India and abroad. V 1. The income and property of the Company, whomsoever derived shall be applied solely for the promotion of its objects as set forth in this memorandum. 2. No portion of the income or property aforesaid shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise by way of profit to persons who, at any time are, or have been members of the Company or to anyone or more of them or to any person claiming through anyone or more of them. 3. Except with the previous approval of the Central Government, no remuneration or other benefit in money or money's worth shall be given by the company to any of its members whether officers or servant of the company or not, except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company. 4. Except with the previous approval of Central Government no member shall be appointed to any office under the company, which is remunerated by salary, fees or in any other manner not accepted by the above-mentioned para. 5. Nothing in this clause shall prevent the payment by the company in good faith of reasonable remuneration to any of its officers or servants not being members or to any other persons not being a member in return for any services actually rendered to the company. VI No alteration shall be made to this memorandum of association or to the articles of association of the company, which are for the time being enforced unless the alteration has been previously submitted to, and approved by the regional director, Western Region, Department of Company Affairs, Mumbai. VII The liability of the members is limited. VIII The Authorised share capital of the company will consist of Rs1,00,000/- divided into 10,000 Equity Shares of Re10/- each.

IX True accounts shall be kept of all sums of money received and expended by the company and the matters in respect in which such receipt and expenditure take place and of the property, creditors and liabilities of the company; and subject to any reasonable restriction as to the time and manner of inspecting the same that may be imposed in accordance with the regulation of the company for the time being in force, the accounts shall be open to the inspection of the members. Once atleast in every year the accounts of the company shall be examined and the correctness of the Balance Sheet and the Income and Expenditure accounts ascertained by one or more properly qualified auditor/auditors. X If upon an winding up or dissolution of the company there remains after the satisfaction of all the debts and liabilities any property whatsoever the same shall not be distributed amongst the members of the company but shall be given or transferred to such other company having objects similar to the objects of this company, to be determined by the members of this company at or before the time of dissolution or in default thereof by the high court/adjudicator that has or may acquire jurisdiction in the matter.

THE COMPANIES ACT, 1956 [COMPANY LIMITED BY SHARES]

ARTICLES OF ASSOCIATION

1.

Table A to Apply The regulations contained in the Table A, in Schedule 1 to the Companies Act 1956 shall apply to this Company, except in so far as the same are expressly or impliedly excluded or inapplicable to the Company by the regulations contained herein or by any special resolution of the Company or otherwise. 2. Interpretation The headings hereto shall not affect the construction thereof in these articles, even if there is something in the subject or the context inconsistent herewith. The "Act" means the Companies Act, 1956 or statutory modification or re-enactment thereof for the time being in force. The "Articles" means these Articles of Association as originally framed or as altered from time to time. The "Seal" means the Common Seal for the time being of the Company. Unless the context otherwise requires, words or expressions contained in this regulations shall bear the same meaning as in the Act or any statutory modifications thereof. Byelaws of the Company means Byelaws as framed by the Board of Directors and altered from time to time. Words importing the singular number include plurals and pronouns indicating male include female. 3. The Company is Private Limited Company within the meaning of section 3(1)(iii) of the Companies Act, 1956. 4. Capital The authorised share capital of the Company shall be as per paragraph V of the Memorandum of Association of the Company with power to increase or reduce the share capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, or such other rights, privileges or conditions as may be determined in accordance with the regulations of the Company and to vary, modify, abrogate any such rights, privileges of conditions in such manner as may be provided by the regulations of the Company and consolidate, sub-divide the shares and issue shares of higher or lower denomination. SHARE CAPITAL

2. 5. Division of Capital The Authorised Share Capital of the Company shall be as per paragraph V of the Memorandum of Association of the Company with powers to increase or reduce to Share Capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred or such other rights, privileges or conditions as may be determined in accordance with the regulations of the Company and to vary, modify abrogate any such rights, privileges of conditions in such manner as may be provided by regulations of the Company and consolidate or sub-divide the shares and issue shares of higher or lower denomination.

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6. General Authority Wherever in the Companies Act, 1956 it has been provided that the Company shall have any right, privilege or authority if, or that the Company cannot carry out any transaction unless, the Company is so authorised by its Articles, these Articles hereby authorise and empower the Company to have such rights, privilege or authority and to carry out such transaction as have been permitted by the Companies Act, 1956. 7. Shares at the disposal of Directors The shares shall be under the control of the Directors who may allot or otherwise dispose of the same or any of them to such persons, in such proportions and on such terms and conditions and at par at, premium or at discount [subject to the provisions of the Act] as they may from time to time think proper. 8. Calls The Directors may, from time to time, make calls upon the members in respect of any money unpaid on the shares in any manner, as they deem fit. 9. Power to issue shares at Discount With the previous authority of Company in General Meeting and the sanction of the Company Law Board and upon otherwise complying with the provisions of Section 79 of the Act, it will be lawful for the Directors to issue at a discount, shares of a class already issued. 10. How far new shares to rank with shares in the original Except as otherwise provided by the conditions of issue or by these presents, any capital raised by creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and installments, transfer and transmission for future, lien, voting rights and otherwise. 11. First named person deemed sole holder If any share stands in the names of two or more persons, the person first named in the Register of Members shall as regards voting at meetings, service of notice and all or any matters connected with the Company, except the transfer of share and any other matters herein otherwise provided, be deemed to be sole holder thereof but joint holders of the shares shall be severally as well as jointly liable for the payment of all deposits, installments and calls due in respect of such shares and for all incidents thereof according to the Company's regulations. 12. Directors may allot shares for consideration other than cash The Board may issue and allot shares in the Capital of the Company as payment or part payment for any property sold or transferred, goods or machinery supplied or for service rendered to the Company in or about the conduct of the Company's business and shares to be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid up shares. 13. Liability of Members Every member or his heirs, executors, administrators, assigns or other representatives shall pay to the Company the portion of the capital represented by his share or shares which may for the time being remain due and unpaid thereon in such amounts, at such time or times and in such manner as the Board shall from time to time in accordance with the Company's regulations require the payment thereof and so long as any money remain due, owing and unpaid to the Company by any member on any account, such member shall not be entitled at the option of the Board, to exercise any rights or privileges.

TRANSFER AND TRANSMISSION OF SHARE

14. Restriction on transfer of share Save as herein after provided no share shall be transferred to a person who is not a member of Company so long as any Member or any person selected by the Directors as one whom it is desirable in the interest of the Company to admit to membership is willing to purchase the same at the fair value.

15. Directors discretion to decline registration of any transfer The Directors may at any time in their absolute and uncontrolled discretion and without assigning any reason whatsoever, decline or acknowledge any proposed transfer of shares and their power or discretion to refuse such transfer shall not be affected by the fact that the proposed transferee is already a registered member of the Company. Without prejudice to the generality of the aforesaid power, the Directors may in particular so decline in any case in which the Company has a lien upon the shares [or any of them] or whilst any shareholder executing the transfer is either alone or jointly with any person or persons indebted to the Company on any account whatsoever, or whilst any moneys in respect of the shares desired to be transferred [or any of them] remain unpaid or unless the transferee is approved by the Board. The registration of the Transfer shall be conclusive evidence of the approval of the transferee by the Board. 16. Transfer of shares how to be made Except where the transfer is made pursuant to Article 20, the person proposing to transfer any share [hereinafter called proposing transferor] shall give notice in writing [Hereinafter called the Notice] to the Company that he desires to transfer the same. Such notice shall specify the sum he fixes as the fair value of the shares, and shall constitute the Directors as agent for the sale of the shares to any member of the Company or person selected as aforesaid willing to purchase the shares [hereinafter called the Purchasing Member] at a price so fixed or at the option of the purchasing member at the fair value to be fixed in accordance with Article 17 hereinafter appearing. A transfer notice may include several classes and in such case it would operate as if it were a separate notice of each share. A transfer notice shall not be revoked except with the sanction of the Directors. 17. Shares comprised in the transfer notice how to be dealt Except where the transfer is made pursuant to Article 20, the shares comprised in any transfer notice shall be dealt with as under: [a] The Board shall forthwith give notice to all the members of the Company and specify the price of the shares to be sold and invite each of them to state in writing within 7 days from the date of the said notice whether he is willing to purchase any and if so what maximum number of the said shares. [b] After the expiration of said 7 days the Board shall allocate the said share comprised in the transfer notice to or amongst the members or member who shall have expressed their or his willingness to purchase as aforesaid, but so that in case of competition, they shall rank for acceptance pari passu in proportion to shares held by them and if any shares cannot be apportioned, such shares shall be offered to them in order determined by lot, and directors shall cause such lots to be drawn accordingly. [c] If shares are not taken up by the person to whom they are offered in accordance with the foregoing provisions and the Company finds a purchasing member within the space of three months after the expiration of the said 7 days it shall give notice thereof to the purchasing member and proposing transferor who shall be bound upon payment of fair value as fixed in accordance with Article 17 hereof to transfer the shares to such purchasing member or members. 18. Fair value of the shares to be fixed by the Auditor The fair value of the shares shall be the fair value fixed by the Directors. If the purchasing member wants that the fair value of the shares notified for the transfer shall be fixed by the Auditor of the Company, the Directors shall refer the matter to the Auditors of the Company and Auditors shall certify in writing the sum which in their opinion is the fair value and while so certifying, the Auditors shall be considered to be acting as experts and not as arbitrators and accordingly the provisions of the Indian Arbitration Act shall not apply. 19. Procedure when proposing transferor makes default in transferring [1] In any case were the proposing transferor after having become bound as aforesaid makes default in transferring, the Directors may receive the purchase money and the proposing transferor shall be deemed to have appointed any one Director or the Secretary of the Company as his agent to execute transfer of shares to the purchasing members, and upon the execution of such transfer, the Company shall hold the purchase money in trust for proposing transferor. The receipt of the Company for the purchase money shall be a good discharged to the purchasing member and after his name being entered in the Register of Members in purported exercise of the aforesaid power, the validity of the proceedings shall not be questioned by any person. [2] If share Certificate/Certificates in respect of the shares transferred as mentioned above is/are not delivered to the Company by the former holder of such share/shares, the Directors may issue new Certificate/s for such share/shares distinguishing it in such manner as they may think fit from the certificate/certificates not so delivered.

20. Right of the proposing transferor when the Company does not find a purchasing member If the Directors shall not within the space of the said three months find an purchasing member after giving notice in the aforesaid manner, the proposing transferor shall at any time within three months afterwards be at liberty subject to Article 14 hereof to sell and transfer the shares to any person and at a price not less than the fair value as fixed in accordance with Article 17 hereof. 21. Registration of transfer not to apply for certain transfer Subject to the power of Directors in this behalf as mentioned in Article 14 hereof, any share may be transferred by a member to his spouse or lineal descendants, the restrictions in the preceding Articles hereto shall not apply to any transfer made by virtue of this Article. 22. Directors right to transfer shares of deceased members Any person becoming entitled to any share in consequence of death or insolvency of any sole holder thereof or in any way otherwise than by transfer upon producing such evidence of his title thereto may, with the consent of directors [which they shall not be under any obligation to give] be registered as a member in respect of such shares, provided the Board shall have the right to decline registration as it would have had if the deceased or insolvent member had transferred the shares before his death or insolvency. 23. Directors may call for transfer of the shares of the deceased [a] If any member dies, the Board may call the heirs or the executors or the administrators of such deceased member to transfer the shares of the deceased to some person to be approved by the Board at the fair value of the shares and if the heirs or the executors or the administrators do not comply forthwith such requisition, they shall be deemed to have served to the Company with a transfer notice under Article 15 and the provisions of that Article and the subsequent Articles shall thereon operate. [b] On the death of any joint holders, the survivor or survivors of them shall be the only person or persons recognized by the Company as having any title to the shares but the Directors may require such evidence of death as they may think fit and nothing herein contained shall be deemed to release estate of the joint holder with any other persons. [c] The executors or administrators of deceased members shall be the only person recognized by the Company as having any title to his shares and the Company shall not be bound to recognize such executors or administrators or other legal representation as the case may be from a duly constituted Court in India. Provided nevertheless that it shall be lawful for the Directors in its absolute discretion to dispose with production of probate or Letter of Administration or such other legal representation upon such terms as to indemnity or otherwise as the directors may deem fir. 24. Provisions to apply to debentures The provisions of these Articles for transfer and transmission of shares, shall mutatis mutandis apply to the transfer or transmission of any debentures of the Company. LIEN

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25. Lien on Shares The Company shall have a first and paramount lien upon all the shares registered in the name of each member and upon the proceeds of sale thereof for his debts, liabilities and engagements solely or jointly with any other person to or with the Company whether the period of payment, fulfillment or discharge thereof shall have actually arrived or not and such lien shall extend to all dividends from time to time declared in respect of such shares, unless otherwise agreed. The registration of transfer of shares shall operate as waiver of Companys lien if any, on such shares. The Directors may at any time, declare any shares to be wholly or in part exempt from the provisions of this Article. DIRECTORS 26. Number of Directors Unless otherwise decided, the number of the Directors shall not be less than two nor more than twelve including Nominee Directors and also Alternate Directors. 27. First Directors The First Directors of the Company are: 1. SHRI VENKAT KRISHNAN NATARAJAN 2. SHRI NATARAJAN NARAYANSWAMY

28. Alternate Director a. The Board may appoint an alternate Director to act for a Director (hereinafter in this Article called the Original Director) during his absence for a period of not less than three months from the State in which the meetings of the Board are ordinarily held. b. An alternate Director appointed under Clause (1) shall vacate office, if and when the original Director returns to the State in which meetings of the Board are ordinarily held. c. If the terms of office of the original director are determined before he so returns to the State aforesaid, any provisions for the automatic reappointment of retiring Directors in default of another appointment shall apply to the original and not to the alternate Director. 29. The Board of Directors may empower debenture holders or any finance or credit corporation or any collaborator or central or any state government to appoint one or more Directors the Company, but so that the number of such Directors and Managing Directors shall not exceed in the aggregate 1/3 rd of the total number of Directors for the time being in force. Such Directors shall not be liable to retire by rotation. 30. Directors may act notwithstanding vacancies When the number of Directors in office falls below the minimum hereinabove fixed, the Directors shall not except in emergencies or for the purpose of filling of vacancies or for summoning a General Meeting of the Company, act so long as the number is below the minimum and they may so act notwithstanding the absence of the necessary quorum. 31. Qualification Shares A Director shall not be required to hold any shares in the Capital of the Company as qualification for being appointed as a Director. 32. Directors may contract with Company Subject to the restrictions imposed by Sections 292, 293, 294, 295, 297, 300, 314, 370 and 372 of the Companies Act, 1956, no Director, Managing Director or other officer or employee of the Company shall be disqualified from his office by contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director, Managing Director, Officer or employee shall be in any way interested be avoided nor shall the Director, Officer or employee so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only on such Director, Managing Director, Officer or employee holding that office or of the fiduciary relation thereby established but the nature of his or their interest must be disclosed by him or them in accordance with and in the cased mentioned in Section 299 of the Companies Act, where that Section be applicable. 33. General powers of the Company vested in Directors Subject to the provisions of the Act, the management of the business of the Company shall be vested in the Directors and the Directors may exercise all such powers and do all such acts and things as the Company is by the Memorandum of Association or otherwise authorised to exercise and do and are not hereby or by the provisions of the Companies Act, 1956 or any other law or otherwise directed to be exercised or done by the Company in the General Meeting. 34. Restrictions of certain sections of the Act to apply The restrictions contained in Section 292, 293, 294, 295, 297, 299, 300, 370 and 372 shall be observed in regard to matters therein mentioned so far as the same be applicable to the Company. 35. Fees of Directors a. The fees payable to the Directors for attending the meeting of the Board of Directors or committee constituted by the Board shall be decided by the Board of Directors of the Company from time to time in accordance with the limits as may be prescribed by the Central Government, from time to time under the proviso to Section 310 of the Companies Act, 1956. The Chairman may be paid higher fees than the other Directors within the overall maximum limit. b. Subject to the relevant provisions of the Act and in addition to the remuneration provided for and permissible

under Section 309 of the Act any director if called upon to perform extra services or make special exertion or efforts (which expression shall include work done by a director as a Member of any Committee formed by the Directors or going out of his usual place of residence or abroad or residing abroad or otherwise for any of the purposes of the Company), may be paid special fees board may arrange with such Director for such special fees such extra services or special exertions or efforts either by fixed sum or otherwise as may be determined by the board, and such fees may be either in addition to or in substitution for fees above provided. c. The Directors shall also be paid all expenses incurred by them such as travelling, hotel and other incidental expenses for the purpose of attending any Meeting of the Board or Committee of Directors or any General Meeting of the Company or for the activity of the Company. MANAGEMENT

36. Managerial personnel Subject to the provisions of law the Company may appoint Managing Director/s or Manager and entrust the whole or part of the management of the Company to him or them, but in doing so the Company shall duly observe provisions of Section 197-A of the Companies Act, 1956 regarding prohibition of simultaneous appointment of different categories of managerial personnel. 37. Appointment of Managing Director/s The Directors may from time to time, appoint one or more of their body to be Managing Director/s of the Company, for fixed term not exceeding five years for which he is or they are to hold such office and may from time tome (subject to the provisions of any contract between him or them and Company) remove or dismiss him or them from office and appoint another or others in his or their place or places. 38. Managing Director/s not liable to retire by rotation A Managing Director shall not while he continues to hold that office, be subject to retirement by rotation and he shall not be reckoned as a Director for the purpose of determining the rotation of retirement of Directors or in fixing the number of Directors to retire but he shall be subject to the same provisions as to resignation and removal as the other Directors of the Company and he shall, ipso facto and immediately, cease to be a Managing Director if he ceases to hold the office of Director form any cause. 39. Fees of Managing Director/s The remuneration of a Managing Director, shall subject to the provisions of any contract between him and the Company from time to time, be fixed by the Directors in accordance with and within the limits prescribed by law and may be by way of fixed salary or commission on profit of the Company and he may be paid any gratuity, pension or allowance on retirement and may be given the benefit of any provident fund or bonus or allowance or any perquisites or benefits. 40. Powers of Managing Director The Directors may from time to time entrust to and confer upon a Managing Director or the Managing Directors for the time being such of the powers exercisable by them as they may think fit and may confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions as they think fit and they may confer such powers either collaterally with or to the exclusion of, and in substitution for, all or any of the powers or the Directors in that behalf, and may from time to time revoke, withdraw, alter, or vary all or any of such powers. 41. Compensation for loss of office Payment may be made by the Company to the Managing Director or Directors by way of compensation for loss of office or as consideration for retirement from office or in connection with such loss or retirement only as permitted by Sections 318 to 321 of the Companies Act, 1956, or other relevant provisions of law for the time being in force. 42. Reappointment of Managing Director/s The Board or Directors of the Company may subject to the provisions of the Companies Act, 1956, from time to time reappoint, re-employ, or extend the term of office of all or any of the Managing Directors for a period not exceeding five years on such occasion provided that no such reappointment, re-employment or extension shall be made earlier than two years from the date on which it has to come into force,

43. Chairman not to vacate chair The Chairman of a meeting shall not be required to vacate the chair at the time of transaction of any business in which he is or might be deemed to be interested including his own election or appointment. MISCELLANEOUS 44. The seal, its custody and use The Directors shall provide a Common Seal for the purpose of Company, and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof and the Directors shall provide for the safe custody of the Seal for the time being, and the Seal shall never be used except by or under the authority of the Directors or a Committee of the Directors previously given and in presence of one Director at the least, who shall sign every instrument to which the Seal is affixed and every such instrument shall be countersigned by the Managing Director or such other officer of per so as the Directors may from time to time resolve; provided that such countersignatures shall not be necessary were the instrument is in favour of the Managing Director is a party to it. 45. Secrecy clause Subject to the provisions of the Act, no member shall be entitled to visit or inspect any works of the Company without the permission of the Directors to require discovery of or any information respecting any detail of the Companys business or trading, or any other matter which is or may be in the nature of a trade secret, mystery of trade or secret process or which may relate to the conduct of the business of the Company and which, in opinion of the Directors will be inexpedient in the interests of the Members of the Company to communicate to the public. 46. Directors and others right to indemnity Subject to the provisions of Section 201 of the Act, the Managing Director and every Director of the Company and every employee of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses (including travelling expenses) which such Managing Director, Director, Manager, Secretary and other Officer or employee may incur or become liable to by reason of any contract entered into or act or deed done be him as such Managing Director, Director, Manager, Secretary, Officer or employee or in any way in the discharge of his duties and the amount for which such indemnity if provided, shall immediately attach as a lien of the property of the Company and have priority between the members over all other claims. 47. Directors and other officers not responsible for acts of others Subject to the provisions of Section 201 of the Act, no Director, Managing Director, or other Officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, Company or corporation, with whom any moneys, securities, or effects shall be entrusted or deposited or for any loss occasioned by any error of judgment or oversight on his part or for any other loss or damage or misfortune whatsoever, which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own dishonesty. 48. Registers The Company shall keep such registers, books of account, minute books and documents as are required by law to be kept at such place or places as the Directors may from time to time. 49. Compliance with law The Company shall observe and comply with provisions of the Companies Act, 1956, and all the rules and regulations made there under, in so far as they are compulsory and applicable to the Company.

Contact Give India

Email is our preferred way to communicate. Please write to us at info@giveindia.org If you are an NGO, please contact listing@giveindia.org Our postal & courier address is: GiveIndia 3rd Floor, West Khetwadi Municipal School, Khetwadi lane No.5, Mumbai - 400 004 Maharashtra INDIA Our telephone number is (+91) 22 6610-1175 / 2389 4944.