THE COMPANIES ACT, 1956COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF MALHAAR TECHNO EXPERTISE PRIVATE LIMITED I. The name of the Company is MALHAAR TECHNO EXPERTISE PRIVATE LIMITED II. The Registered Office of the Company will be situated in the state of Maharashtra, i.e. within the jurisdiction of Registrar of Companies, Maharashtra at Mumbai. III. The objects for which the Company is established are :- A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:- 1. To carry on in India or Abroad either individually or jointly either in Partnership, Joint Venture, Collaboration or any other mode of business arrangement with any other persons, firms, companies or corporation the business as Mechanical Engineers, Structural Engineers, Civil Engineers, Electrical Engineers, Chemical Engineers, Marine Engineers, Automobile Engineers, Metallurgical Engineers, EPC and LSTK Contractors, Engineering consultancy for projects, import & export of engineering equipments & engineering services. Work on turnkey basis with design, supply, fabrication, erection, commissioning and maintainence of pressure vessels, all type of heat exchangers, distillation columns, tube bundles, LPG Storage Tanks, LPG cylinders, chimney, surface condensers, reboilers, pressure piping, skids, all types of heavy Industrial customized fabrication jobs, dereactors, winery equipments, complete coded process flow equipments of all sizes and description, complete boiler house internal works like ducting, piping, structural tanks, refractory, insulation, electrical and instrumentation work for refinery, chemical, petrochemical, fertilizer, oil & gas, sugar, water treatment, refrigeration and other Industries like steel, power, cement, nuclear etc. by using stainless steel (300 and 400 series), mild steel, cladded materials, composite materials CS, LTCS, cupronickel, monel, hastelloy, duplex steel, aluminum bronze, titanium, Inconel, Low Alloy Steel and many more which is designed as per national or/and international design code with statutory clearance and inspection & test plan provided by national or/and international inspection agencies and to undertake, execute & perform above mentioned activities for Companies, Corporations, Firms, Government Authorities, Semi- Government Authorities, Local Government Authorities, State Governments, Central Government, Public Sectors Undertakings, Government Undertakings etc. and other parties. B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECT ARE:- 2. To extend the business of the company from time to time by purchasing or otherwise acquiring any land (whether free-hold, leasehold or otherwise) with or without building or machinery standing thereon situated in India or anywhere else or by erecting factories, sheds and other buildings on such lands. 3. To carry on the business of sale of scrap generated from production and processing activity or by any other means in the normal course of business and to deal with the same. 4. To acquire whole or any part of the undertaking and assets of any business within the objects of the Company including any lands, privileges, rights, contracts, property or effects held or used in connection therewith and upon any such purchase to undertake the liabilities of any Company, Association, Partnership or person etc. 5. To carry on by purchase or otherwise any other trade or business whatsoever of nature allied to any of the Company’s business or as in the opinion of the Company by advantageously or conveniently carried on by the Company by way of extension of or in connection with any of the Company’s business or as calculated directly or indirectly to develop or benefit any branches of the Company’s business or to increase the value of or turn to account any of the Company’s assets, property or rights. 6. To give publicity to the business or products of the Company and its constituents and associates and popularize brands in India and foreign markets by means of advertisement in press, pamphlets, handbills, circulars, advertisement reels, posters, cinema slides or by publication of books, periodicals and magazines, by purchase and exhibition of works of art by granting rewards, prizes and donations and by any other suitable means. 7. To recruit apprentices and train them in Company’s workshops and/or office and after training take them (if required) in the Company’s employment. 8. To appoint agents, contractors or agencies, to open branches or other offices for the purpose of advertising, selling, exhibiting, keeping or disposing of goods or merchandise in connection with the Company’s objects and for any other business of the Company in India and/or abroad. 9. To apply for purchase or otherwise acquire any patents, trademarks, copyrights, processes, devices, licenses, concessions including any other intellectual property rights and the like conferring a exclusive or non- exclusive or limited use, any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem to be expedient or convenient or calculated directly or indirectly to benefit this company and to use, exercise, develop or grant licenses in respect of or otherwise turn to account the property, right and information so acquired. 10. To pay out of the Company’s funds the cost and expenses incurred in connection with all matters and incidental to the formation, promotion and incorporation of this Company and the costs and expenses incurred with all matters preliminary and incidental to the formation of any company which may be promoted by this Company. 11. To remunerate any person or Company for services rendered or to be rendered in placing or assisting to place or guaranteeing or by any other means as permitted under any other act or law in connection with formation or promotion of the Company or conduct of its business. 12. To borrow or raise money on any terms without security or on the security of land, building, factories, machineries, tool, bills of exchange, promissory notes, bills of lading, shares, debentures and other negotiable or transferable instruments. 13. To form, manage, join or subscribe to any syndicate association, chamber of commerce or other bodies. 14. To make any loan to any person, firm or a body corporate etc. on any terms whatsoever and to give guarantee or provide any security in connection with any loan made or agreed to be made by any other person, firm or body corporate etc., for any purpose whatsoever, in relation to the business of the Company. The Company shall not however carry on the business under the Banking Regulation Act, 1949. 15. To invest and deal with the moneys of the company not immediately required in such manner as may from time to time be determined. 16. To contribute to the funds of any political party or any other association or to any individual firm or body corporate which in the opinion of the Company is beneficial to the Company. 17. To place to reserve or to distribute as dividend, bonus shares among the members or otherwise to apply as the Company may from time to time to think fit the moneys belonging to the Company including those received by way of premium on shares or debentures issued at a premium by the Company and any moneys received in respect of dividends accrued on forfeited shares and monies arising from the re-issue by the Company of forfeited shares. 18. To enter into partnership, amalgamate or enter in any other form of association or individual arrangement for sharing profits, union of interest, co- operation, joint venture, reciprocal concession, or license or otherwise with any firm, association, society or body corporate carrying on or engaged in or about to carry on or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company and to give any special rights, licenses and privileges in connection therewith and in particular the right to nominate one or more persons whether they be shareholders or not to be the Directors of the Company. 19. To contribute and subscribe or guarantee money for charitable or benevolent objects and funds or for the welfare of employees or for public, general or useful object and make donations in cash or otherwise to such bodies, firms or persons and in such cases as the company may think conducive to the attainment of any of its objects or as is otherwise expedient. 20. To use, let or lease the undertaking of the Company or any part thereof for such consideration as the Company may think fit. 21. To sell or sublet any concession or license to be obtained or contract to be entered into by the Company and generally to sell the whole or any part of the property and business of the Company. 22. To undertake and execute any trust which may be of benefit to the Company directly or indirectly. 23. To establish, provide, maintain and conduct or otherwise subsidies research laboratory and experimental workshops for scientific and technical research and experiments, to undertake and carry on scientific and technical research, experiment and test of all kinds, to promote studies and research, both scientific and technical, investigation and inventions by contributing to the remuneration of scientific or technical professors or teachers and by providing or contributing to the awards of scholarships, prizes, grants to students or otherwise and generally to exchange, promote and reward studies, research, investigations, experiments, tests and inventions of all kinds, to promote studies and research, both scientific and technical, investigations and inventions by providing, subsidizing and endowing or assisting laboratories, workshops and providing or contributing to the awards of scholarships, prizes, grant to students or otherwise and generally to exchange, promote and reward studies, research studies, research, investigations, experiments, tests and inventions of all kinds that may be considered likely to assist any business which the company is authorized to carry on and/or for the attainment of the above objects. 24. To get the Company registered or recognized in any place. 25. To do all or any of the above things either as principals, agents, contractors, trustees or otherwise and either in alone or in conjunction with others by or through agents, subcontractors, trustees or others. 26. To do all such things as may be deemed incidental or conducive to the attainment of above objects or any of them. (C) OTHER OBJECTS 28. To carry on business of carriers, passenger carriers, transporters of goods by motor trucks, motor lorries, buses, cars or cabs and hirers of motor vehicles and to carry on allied business of all descriptions. 29. To carry on business of agriculture, poultry and dairy farming and for that purpose acquire any land or interest therein and to carry on any other business or activity in connection with the above mentioned business that are customarily or usually carried on in connection therewith or naturally incidental thereto. 30. To carry on the business of manufactures of or dealers of ferrous or non- ferrous metals, including iron and steel, aluminum brass, tin nickel, special steels and their products and scrap and to produce steel bricks, bails from steel scrap and cast iron scrap 31. To carry on the business of manufacturing, developing, improving, hiring, repairing, buying, selling and dealing in forgings and fabrication of all types of ferrous and non-ferrous materials for any industry whatsoever. 32. To carry on the business of ferrous and non-ferrous metals, sheet metal works, mechanical, structural, electrical and metallurgical engineers, to carry on the work of cast iron foundry for the manufacture of all types of pipe fittings, water reservoirs, drainage requisites including railing, spiral stairs, ladders, ventilators ornamental window frames, pillars, agricultural implements, including sleepers, fish plates, wheels and other fittings, household requisites and utensils, including cooking pans, containers, coal mining and engineering requisites including opinions, tube wheels pump parts and other general and special castings and to execute any other particulars orders received from persons, dealers, firms, Companies, Central Government, Semi Government or Local Authorities. 33. To carry on the work of chemical, mechanical and electrical engineers and to run a workshop to undertake and execute all types of mechanical and structural jobs of manufacture, fabrication and erection of buildings and articles and to do various types of sheet metal work including manufacture and construction of storage tanks, buckets, drums, various types of containers and other similar items. 34. To carry on business as Designers, Production, Planners, Consulting Structural, Civil, Mechanical, Electrical, Chemical, Aeronautical, Marine, Automobile, Metallurgical, General Engineers, Machinist or ironmaster, iron founders, iron workers, steel makers, blast furnace proprietors, fitters, founders and meta makers. 35. To manufacture, import, export, buy, sell let on hire, exchange, alter, improve, manipulate, prepare for market and/or otherwise deal in or distribute all kinds of Plants, machineries, machine parts, tools, apparatus, utensils, chemicals, raw materials and substances necessary and convenient for carrying on the business as enumerated in preceding clauses. 36. To carry on in all their respective branches all or any of the business as estate builders of residential, office or any of the business as estate builders of residential, office or any other type of accommodation and for that purpose to buy, hold and sell or otherwise deal in lands, sites and other immoveable and movable properties and to do all trade, business, construction and manufacturing activities ancillary or naturally incidental thereto. 37. To construct, manufacture, build, equip, purchase, sell hire out, take on hire, repair, work and maintain river steamships, motor or steam boats, barges of every description, including self propelled barges and dump barges, launches, dredges, lighters, tugs, yachts, boats and other vessels of every class and description for inland navigation for salvage or dredging operation or for any other purpose. 38. To construct, build, erect, purchase, sell and maintain such floating pontoons, wharves, landing stages, and jetties as may be expedient in any of the rivers or waters of any State or territory in Union of India or abroad. 39. To construct, hire, purchase and work steamships and other vessels of any class and to establish and maintain lines or regular services of steamships or other vessels and generally to carry on the business of ship owners, and to enter into contracts for the carriage of mails passengers, goods and cargo of any kind by any means, and either by its own vessels, railways and conveyance and/or by or over the vessels, conveyances and railways of others. 40. To establish, maintain and operate shipping, air transport and road transport services public and private and all ancillary services and, for these purposes or as independent undertakings, to purchase, take in charge, charter, hire, build, construct or otherwise acquire, and to own, manage and trade with steam, sailing, motor and other ships, trawlers, drafters, tugs and vessels, aircraft and motor and other vehicles with all necessary and convenient equipment, engines, tacklers, gears, furniture and stores or any shares or interest in ships, vessels, aircrafts, motor and other vehicles, including shares, stocks, or securities of Companies possessed of or interested in any ships, aircraft or vehicles and to maintain, repair, fit out, refit, improve, insure, alter, sell, exchange or let out on hire or hire purchase, or charter or otherwise deal with and dispose of any of the ships, vessels, aircrafts and vehicles, shares, stock and securities of any of the engines, tacklers, gears, furniture, equipment and Stores of the Company. 41. To undertake and carry on all or nay of the trades and business of shippers, ship-owners, ship-brokers, shipping agents and insurance brokers, underwriters, ship managers, owners, shipping agents, loading brokers, freights, contractors, carriers by land, air and water transport, haulage and general contractors, barge owners, lighterman, railway and forwarding agents, dock, owners, engineers, ice merchants, refrigerator, store keeper, ships store merchants, ship’s husbands, stevedores, warehousemen, wharfingers, salvers, ship repairers, manufacturers of and dealers of rope, tarpaulin, water proofs, machinery, engines, nautical instruments and ship’s rigging gear, fittings and equipment of every description, importers, exporters and dealers in goods provisions, live and dead stock, commodities, articles chattels, merchandise and property of every kind, general traders and merchants, and generally to carry on the said business in all their branches and to carry on the same, either as principals or agents, on commission or otherwise. 42. To carry on or any of the business of transport, cartage and haulage contractors, garage proprietors, owners and charters, of road vehicles, aircrafts and ships, tugs, barges and boats of every description, lightermen and carriers of goods and passengers by road, rail, water or air Carmen, cartage, contractors and agents, forwarding transport and commission agents, stevedores, wharfingers cargo superintendents, packers, warehousemen, storekeepers. 43. To act as a service organization or bureau for providing, rendering or undertaking general, advisory, consultancy, commercial, engineering, financial, liaison, managerial (but not as managers within the meaning of that term as used in the Companies Act, 1956) marketing, purchasing, technical, operational, industrial know-how, scientific, personnel, quality control and other services to individuals, firms, companies, corporate bodies, trusts, associations, organizations or institutions. IV. The Liability of the members is limited V. A) The Share Capital is Rs. 1,00,000/- (Rupees One Lac Only) divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- each (Rupees Ten Only) each. B) The minimum paid up share capital of the company shall be Rs. 1,00,000 (Rupees One Lac Only).