(The Companies Act, 1956)

(Company limited by shares)

MEMORANDUM OF ASSOCIATION
OF
PAMS CORPORATE ADVISORY AND MANAGEMENT
SERVICES PRIVATE LIMITED.

1. The name of the Company will bePAMS

CORPORATE ADVISORY AND MANAGEMENT
SERVICES PRIVATE LIMITED.
2. The Registered Office of the Company will be
situated in the National Capital Territory of Delhi.

3. The objects for which the Company is established

are:-

(A) A The main objects to be pursued by the Company upon

its incorporation are:

1) To carry on the business of technical,

Management, financial, industrial, legal,
taxation (direct and indirect) ,general,
commercial and investment advisors and
consultants and to render consultancy services
to any person, firm or company carrying on any
business whatsoever in the execution of any
works, undertaking, projects or enterprises
and generally to act as consultants and
advisors to any person, firm, company or
association or institution on turnkey basis
alone or with the help of professionals from
varied fields including technocrats,
technicians, legal consultants or with
foreigners in collaboration in the field of
general, industrial, scientific management, as
well as in engineering, trading, marketing and
quality control and to provide facilities for
the above.

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 2) To carry on the businesses as advisors,
consultants or render services for profit
improvement, business process engineering,
revival of sick enterprises, companies or
firms carrying on any business whatsoever, to
identify new projects, ventures whetherin
India or abroad and to prepare feasibility
studies to implement it on turnkey basis,
identify new collaborations, locate partners,
obtain approvals from the government and all
authorities, to procure and transfer technical
know-how relating to the projects. Industries
in India or abroad and to carry out research
and development of such technical know-how and
transfer it on retainer ship or other basis to
any person, firm or company, whether
government or semi government.

3) To act as consultants for operation appraisals,

designing of operating systems and control
systems and implementation and maintenance
thereof, to conduct surveys, investigations,
reviews, restructuring and promote and co-
ordinate project studies, arrange management
agreements, provide management services,
supervise and set up production techniques,
assist in finding new markets for manufactured
goods, secure sound investments of foreign
and/or Indian capital for undertakings or
enterprises.

4) To carry on business, profession or vocation of

acting Consultants, Advisors for all matters
relating to finance, funds shares, securities,
stocks, derivatives, non-convertible
debentures, fully convertible debentures,
partly convertible debentures, debenture
stocks, certificates, premium notes,
mortgages, obligations, inter-corporate
deposit, call money deposits, public deposits,
commercial papers and other similar
instruments, local or international
investments, and rendering of fund management
and allied services to individuals, firms,
bodies corporate, institutions, concerns and
associations.

B The objects incidental or ancillary to the attainment

of the main objects are:

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1) To discount bills, advance money on the
security of goods lying with or under the
control of the company, to receive goods for
sale on consignment basis and to do all other
such acts that may be usual or necessary in
order to market the same in connection wit the
main business of the company.

2) To act as forwarding agents, to insure and

underwrite and deal with goods, merchandise or
such other properties for the purpose of export
or import thereof in connection with the main
business carried on by the company.

3) To assist any company or other enterprise in

any activities of dealing with any Government,
local, statutory and other authority whether in
India or abroad in the legitimate pursuit of
its activities and to produce capital for any
company or enterprises.

4) To purchase, take on lease or otherwise acquire

all or any part of the business or undertaking
or property and assets of any other such
person, firm, company or corporation carrying
on similar business and agree to discharge
their liabilities and to conduct, carry or
liquidate all or any of such business.

5) To take on Lease, Hire Purchase, Acquire by

License or otherwise or sell any Lands, Mills,
Factories, Plants, Buildings, Works, Vessels,
Barges, Launches, Lorries, Cars, Wagons, Carts,
Machinery, Apparatus, Stock in Trade, Patents,
Invention, Trade Marks, Rights, Privileges and
Movable & Immovable Property of any Description
which may be deemed necessary or convenient for
any business which the Company is authorized to
carry on.

6) To insure all or any of the goods lying with

the company against damage, fire or loss.

7) To construct, assemble, erect, maintain, run

and establish factories for making pre-
fabricated houses or apartments or structures
in connection with the main business of the
company.

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8) To make, draw, issue, accept, endorse,
discount, sell, buy and deal in promissory
notes, bills of exchange, hundies, cheques,
debentures, bonds, coupons and other negotiable
instruments and securities.

9) Subject to Section 58A, 292, 293, 295 and 372A

of the Act and the Regulations made there under
and the directions issued by the Reserve Bank
of India to receive money on deposit or
otherwise with or without interest and to
receive on deposit or safe custody any title
deeds or such other securities of all types.

10) To act as Representatives or Agents or Managing

Agents of Local and Foreign Firms, Companies
or Persons and to carry on business in all
kinds of Goods and Commodities as the
Company may think fit.

11) To Acquire, Take Over an Undertaking or

Amalgamate with any Company or Companies,
having objects altogether or in part similar
to the Company and to purchase Shares in such
Companies.

12) To open Branches, Depots for buying,

selling, distributing importing, exporting,
or otherwise dealing in all kinds of Goods,
Commodities and Merchandise in any part of the
World.

13) To enter into contract with Government,

Central or State, railways, Municipal, Local or
such other Authorities or Private parties for
the supply of any material or goods for the
attainment of the main objects of the Company.

14) To appoint Managers, Agents, Canvassers,

Factors and to pay such Managers, Agents,
Canvassers and Factors, such Remuneration as
may be deemed proper.

15) To carry on the business of advisers on

problems relating to the administration and
organization of industry and business and to
advise upon the means and methods for
extending, developing and improving all types
of business or industries and all systems and
processes relating to production, storage,

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 distribution, marketing and sale of goods
and/or relating to the rendering of the
services.

16) To Remunerate any Person or Persons for

Service Rendered or to be Rendered in Placing
or Assisting to Place any order or works on
behalf of the Company.

17) To carry on the business of advertising agents

both out-door and through newspapers,
magazines, books, periodicals, directories,
screens, walls, buses, railways carriages or
through any such other media or advertisement
of all types.

18) To carry on or to be interested in any other

Business which may seem to be the Company
capable or being conveniently combined or
carried on with any of the above Objects of
this Company or calculated directly or
indirectly to promote the business of the
Company.

19) To adopt such means of making known the

Products or the Goods of the Company or the
Business of the Company as may seem
expedient and in particular, by Advertising, by
Circulars, by Purchase and Exhibition or works
of Arts or by Publication of Books and
Periodicals or by Granting Prizes, Rewards
and Donations.

20) To facilitate the Company to be Registered or

Recognized in any Country or Place Abroad.

21) To pay all or any Costs, Charges and Expenses

or Incidental Charges to the negotiations for
the Preparation or carrying out of any
Arrangement or Arrangements made prior to
and with a view to Formation and Registration
of the Company and the Acquisition of its
Property.

22) To Lend, Advance or Invest any of the Money of

the Company, not immediately required for its
operation in such a manner and on such terms,
with or without security, as from time to
time may be determined.

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23) TO Draw, Accept, Endorse, Discount, Execute,
Issue and Negotiate, Inland and Foreign Bills
of Exchange, Bills of Lading, Warrants,
Cheques, Drafts or any other Negotiable
Instruments and to give Guarantee in respect of
Third Parties.

24) To distribute among the Members in specific

any property of the Company or Proceeds of
Sale, Disposal or Realization of any Property
of the Company.

25) To do all or any of the above in India,

(including Native States of India and the
French and Portuguese possessions in India),
Burma, Ceylon and Pakistan and in any part of
the World, and either as Principals, Agents,
Managing Agents, Contractors, Trustees, or
otherwise and either alone or in Conjunction
with others and by or through Agents, Sub-
Contractors, Trustees or otherwise.

26) To grant Pensions, Allowances, Gratuities and

Bonus to Employees or Ex-Employees of the
Company or the Dependents or Connections
of such Persons and to support and subscribe
to any Charitable and Religious or Benevolent
Objects, Institutions and Societies, Clubs or
Funds, or for any Exhibition or for any Public,
General or Useful Objects.

27) To Raise and Borrow Money as the Directors may

think fit.
28) To carry on the business of stock and share
brokers and to deal ( purchase and sale) in
shares, securities, debentures of private and
public sector companies registered under the
Companies Act, 1956 and to deal in Government
securities, Trust securities and all other such
types of securities and actionable claims and
to hold them as investments for earning
profits.

29) To enter into Arrangements with any Government

or Authorities, Municipal, Local or otherwise,
that seem conducive to the Company's Objects or
any of them and to obtain from any such
Government or Authority, any Rights, Privileges
and Concessions which the Company may think
desirable to obtain and carry out, execute and

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 comply with any such Arrangements, Rights,
Privileges and Concessions.

30) To acquire from any person or any sources,

technical information, knowhow, data,
processes, formulae, techniques and methods,
engineering, manufacturing and operating data
plans, layouts, blue prints and such other data
for the design, installation, erection and
consultancy, maintenance, operation of the
plant, machinery, equipment and facilities
whatsoever required for attaining the main
objects of the Company and to acquire any grant
or licence and such other rights and benefits
in connection therewith.

31) To act as consultants in order to provide

technical information, knowhow, data, process,
formulae, techniques and methods, engineering,
manufacturing, services, data plan, layouts,
blue prints and such other data for the design,
installation, erection and consultancy,
maintenance and operation of any plant,
machinery, equipment and facilities whatsoever
required and to sub-licence any person, party,
company, corporation, Government or Semi-
Government institution or any body else in
connection with the main business of the
Company.

32) To Sell and in any other manner Deal with or

Dispose of an Undertaking of the Company or
any part thereof for such consideration as
the Company may think fit and in particular
for Shares, Debentures and other Securities of
any other Company having Objects altogether or
in part similar to those of this Company.

33) To carry on the business as manufacturers,

exporters,importers, traders and dealers of all
kind of materials, commodities, goods,
merchandise, machineries, equipments, produce,
articles and services in India and abroad and
to carry on E-commerce for all kinf=ds of
products and services including merchandise,
financial products and services, distribution
and collection services using the worldwide
computer networks and web services available.

34) To carry on the business land, buildings,

farms and other immovable properties, property

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 and real estate agents, brokers and dealers and
to carry on the business of building
construction, civil contractors and undertake
construction work on turnkey project basis.

35) Subject to the approval of RBI under Reserve

Bank of India Act, 1934 as amended by RBI
(Amendment) Act, 1997, to carry on the business
of finance, hire purchase, leasing and
investment.

36) To carry on the business or vocation of acting

as advisers and consultants on all matters and
problems relating to public relations, media
co-ordination and interactive media services,
marketing, advertisement, public opinion polls,
documentation, audio visual representation of
research and opinion polls, event management,
publicity, market research, export and import.

37) To conceptualise, design, develop,

manufacture, trade, market and sell information
technology and communications based products
and services including operating systems,
compilers, interpreters, websites, hosting,
maintenance of domains and web servers,
software, hardware, internet, intranet,
networking, publishing, multimedia, creation
and providing consultancy on web related
business including development of portals,
gateways and other related activities; to
provide training and consultancy in placement
of computer, accounting, marketing, IT and
other professionals and to carry on business in
any aspect of information technology and to
become providers of back office services, call
centre operators, business and knowledge
process outsourcing services, business support
services and hirers of equipment.

38) To create any Depreciation Fund, Reserve Fund,

Sinking Fund, Insurance Fund or any Special
Fund or other Fund whether for Depreciation or
Repairing, Improving, Extending or Maintaining
any of the Property of the Company or for
Redemption of Debentures or for any other
purpose whatsoever conducive to the interest of
the Company.

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 39) To do all or any of the above things as are
incidental to or conducive to the attainment of
above Objects or any of them.
4. The liability of the members is limited
5. The Authorised Share Capital of the Company is Rs. 10,00,000/- (Rupees ten
Lakhs) divided into 1,00,000 (One Lakh) Equity Shares of Rs. 10/- (Rupees Ten)
each.

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