THE COMPANIES ACT, 1956

COMPANY 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 Companys 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 Companys business or as
calculated directly or indirectly to develop or benefit any branches of the
Companys business or to increase the value of or turn to account any of the
Companys 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 Companys workshops and/or office
and after training take them (if required) in the Companys 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 Companys 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 Companys 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, ships husbands, stevedores, warehousemen,
wharfingers, salvers, ship repairers, manufacturers of and dealers of rope,
tarpaulin, water proofs, machinery, engines, nautical instruments and ships
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).