THE COMPANIES Act, 1956(COMPANY LIMITED BY SHARES)

Memorandum of Association of PAREEK BUILDERS (PRIVATE)

LIMITED
I. The name of the Company is PAREEK BUILDERS (PRIVATE) LIMITED.
II. The Registered Office of the Company will be situated in Jaipur, Rajasthan.
III. The objects for which the Company is established are all or any of the following:
1. To carry on the business of construction of apartments, plazas, multi-storied flats, business
offices, shops, markets, warehouses, industrial and commercial buildings, roads, dams, bridges,
spillways, highways, reservoirs, airports, seaports, and structures of all descriptions and to equip
the same or any part thereof with all or any conveniences, drainage and sewerage facilities, water
supply, electric and gas installations subject to any permission required by law
2. To act as civil work/mechanical/electrical contractors to Government of INDIA, Provincial
Governments, Foreign Governments, Foreign Agencies, Public Local Authorities, Municipalities
or otherwise, Semi- Government, Autonomous Corporations, Private / Public Companies or any
private person.
3. To carry on the business of estimation, drawing up of specifications, interior and exterior
decoration and other similar works relating to civil mechanical, environmental and/or electrical
engineering.
6. And for the purpose of achieving the above objects, the company is authorized:(1) To transact such other business as may be proper, necessary and desirable for or in connection
with the objects of the Company or any of them.
(2) To set up, erect, construct, purchase, take on lease, run, operate and administer plants and
factories and to carry on all such functions and business as are necessary and incidental to meet
the objectives of the Company.
(3) To buy, sell, manufacture, refine, manipulate, import, export, and deal in all substances,
apparatus, equipment, machinery and other things capable of being used in any such business as
aforesaid or required either by wholesale or retail.
(4) To acquire and undertake the whole or any part of the business, property and liabilities of any
person or company carrying on any business which the Company is authorized to carry on, or
possessed of property suitable for the purposes of the Company.
(5) To train personnel and workers, both in Pakistan and abroad, to obtain technical proficiency
in various specialties connected with the objects of the company or any of them.

(6) To apply for, purchase or otherwise acquire any patents, licenses, concessions, and the like,
conferring any exclusive or nonexclusive or limited right to use, or 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 calculated directly or indirectly to benefit
the Company, and to use, exercise, develop, or grant licenses in respect of, or otherwise turn to
account the property, rights or information so acquired.
(7) To enter into partnership or into any arrangement for sharing profits, union of interest, cooperation, joint venture or reciprocal concession, with any person or company, local or foreign,
carrying on or engaged in any business or transaction which this Company is authorized to carry
on or be engaged in, or otherwise assist any such person or company, and to take or otherwise
acquire shares and securities of any such company, and to sell, hold, re-issue with or without
guarantee, or otherwise deal with the same, except doing business as an investment company.
(8) To take, or otherwise acquire, and hold shares in any other company, having objects
altogether or in part similar to those of this Company, or carrying on any business capable of
being conducted so as directly or indirectly to benefit this Company, but not to act as an
investment company.
(9) To enter into arrangement with any Government or authorities, supreme, national, municipal,
local, railway, or otherwise, public or quasi-public bodies, or with any other persons, in any place
where the Company may have interest that may seem conducive to the objects of the Company
or any of them and to obtain from any such Government, authorities or persons any rights,
privileges and concessions which the Company may think fit to obtain, and to carry out, exercise
and comply with any such arrangements, rights, privileges and concessions.
(10) To establish and support or aid in the establishment and support of associations, institutions,
funds, and conveniences calculated to benefit employees of the Company or the dependants or
connections of such persons, and to grant pensions and allowances, and to make payments
towards their insurance.
(11) To amalgamate with any other company whose objects are and/or include objects similar to
those of this Company, whether by sale or purchase (for fully or partly paid-up shares or
otherwise) of the undertakings, subject to the 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 or a controlling interest in the shares or stock of this or any such other company
as aforesaid, or by partnership, or any arrangement of the nature of partnership, or in any other
manner.
(12) To sell or dispose of the undertaking of the Company or any part thereof for such
consideration as the Company may think fit and, in particular, for shares, debentures or securities
of any other company having objects altogether or in part similar to those of this Company.
(13) To purchase, take on lease or in exchange, hire or otherwise acquire, any movable or
immovable property, and any rights or privileges which the Company may think necessary or

convenient for the purpose of its business and, in particular, any land, buildings, easement,
machinery, plant and stock-in-trade.
(14) To construct, maintain and alter any buildings or works, necessary or convenient for the
purposes of the Company.
(15) To construct, improve, maintain, develop, work, manage, carry out, or control any
manufactories, warehouses, shops, stores, and other works and conveniences which may seem
calculated directly or indirectly to advance the Companys interests.
(16) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn
to account, or otherwise deal with, all or any parts of the property and rights of the Company.
(17) To invest the money of the Company, not immediately required, in such manner as may
from time to time be determined, but not to act as an investment, finance, or banking company.
(18) To advance money to such persons or companies and on such terms as may seem expedient
and, in particular, to customers and others having dealings with the Company, but not to act as an
investment, finance, or banking Company.
(19) To distribute among the members of the Company, in kind or otherwise, any property of the
Company and, in particular, any shares, debentures or securities of other companies belonging to
this Company, or of which this Company may have the power of disposing.
(20) To create any reserve fund, sinking fund, insurance fund or any other special fund, whether
for depreciation or for repairing, insuring, improving, extending or maintaining any of the
property of the Company or for any other purpose conducive to the interests of the Company. 7)
Notwithstanding any thing stated in any object clause the company shall obtain such other
approval or license from competent authority as may be required under any law for the time
being in force to undertake a particular business. 8) It is decaled that notwithstanding anything
contained in the foregoing object clauses of this Memorandum of Association nothing contained
therein shall be construed as empowering the Company to undertake or to indulge in business of
banking company, leasing, investment, managing agency, insurance business, any of the NBFC
business, multi-level marketing (MLM), Pyramid and Ponzi Schemes directly or indirectly as
restricted under the law or any unlawful operation.
IV. The liability of the members is limited.
V. The Authorized Share Capital of the Company is Rs. 7,00,000/- (Rupees One Million) divided
into 10,000 (One Hundred Thousand) ordinary shares of Rs. 70 (Rupees Ten) each with the
rights, privileges and conditions attached thereto, with power to increase and reduce the capital
of the Company and to divide the shares in the capital for the time being into several classes and
attach thereto respectively, subject to the provisions of the Ordinance, such preferential, deferred,
qualified, or special rights, privileges or conditions and to vary, modify or abrogate any such
rights, privileges, or conditions in such manner as may for the time being be provided by the
regulations of the Company.

We, the several persons whose names and addresses are subscribed, are desirous of being formed
into a company, in pursuance of this memorandum of association, and we respectively agree to
take the number of shares in the capital of the company set opposite our respective names.

THE COMPANIES ACT, 1956 PRIVATE COMPANY LIMITED

BY SHARES
ARTICLES OF ASSOCIATION OF PAREEK BUILDERS Private
Limited
1. Subject as hereinafter provided, the regulations contained in or made applicable by Table A
in the First Schedule to the Companies Act, 1956 and applicable to private companies (which
regulations are hereinafter called Table A) shall apply to the Company, but in case of variation
or inconsistency between these Articles and Table A, these Articles shall prevail.
2. In regulation I (I) of Table A between the words regulations and the Act the words and
in any articles adopting the same shall be inserted.
PRIVATE COMPANY
3. Restriction on transfers and number of members. The Company is a Private Company limited
by shares within the meaning of Section 2 (35) and 3 (1) (iii) of the Companies Act, 1956, and
accordingly:
(a) restricts the right, to transfer its shares, in the manner as provided in article 9 & 10
(b) limits the number of members to 50 (fifty) but not including;
(i) persons who are in the employment of the Company, and
(ii) persons who, having been formerly in the employment of the Company were members of the
Company while in the employment and have continued to be the members after the employment
ceased and, Provided that where two or more persons holding one or more shares in the company
jointly shall, for the purpose of the Articles, be treated as a single member.
(c) prohibits any invitation to the public to subscribe for any shares in or debentures of the
Company.
(d) prohibits any invitation or acceptance of deposits from persons other than its members,
directors or their relatives.
SHARE CAPITAL
4 (a) The Authorised Share Capital of the Company is such that stated in Clause V of the
Memorandum of Association of the Company or altered thereat, from time to time. The said
shares and new shares hereafter to be created may, from time to time, be divided into shares of
several classes in such manner as may be provided hereafter. Subject to the provisions of these
Articles, the shares shall be under the control of the Board who may allot or otherwise dispose of
the same.

(b) Subject to the provisions of section 80, 87 and 88 of the Act, any shares in the Company may
be issued with such preferred, or other special rights, or such restrictions, whether in regard to
dividend or repayment of capital or both as the company may from time to time by ordinary
resolution determine, and any preference share may be issued on the terms that they are at the
option of the Board of Directors, liable, to be redeemed, on such terms and conditions and in
such manner as may be determined by the Board, from time to time.
(c) The paid up capital of the company shall not be less than Rs. 7,00,000/- ( Rs. seven Lac
only).
(d) Subject to provisions of these Articles and applicable provisions of the Act, the Board shall
have power to issue equity with similar or differential rights or Preference Shares (both
convertible or non-convertible), Debentures (Secured/ Unsecured/ Convertible/NonConvertible),
either on rights or preferential basis or otherwise on the terms, and in such manner as the
Company before the issue of the shares/debentures, may by special resolution determine, if so
required under the Act or any other applicable law
(e) The preference shares so issued may be converted as per the terms of the issue or, may at the
option of the company, be redeemed, in part or in full, out of the profits or out of the proceeds of
a fresh issue of shares made for the purposes of such redemption and the Board may subject to
the provisions of Section 80 of the Act, exercise such powers in such manner as it may think fit.
(f) The debentures so issued may be secured/unsecured, redeemable or convertible as per the
terms of the issue.
5. Wherever in the Act it has been provided that the company shall have any right, privilege or
authority or that the company could carry out any transaction only if the Company is so
authorised by its articles, then in that case this Regulation hereby authorises and empowers the
company to have such right privilege or authority and to carry such transaction as have been
permitted by the Act without there being any specific regulation in that behalf herein provided.
6. The Company may by Ordinary Resolution: - (a) Increase its share capital by such amount as
it thinks expedient by issuing new shares. (b) Consolidate and divide all or any of its shares
capital into shares of larger amount than its existing shares. (c) Sub-divide its shares or any of
them into shares of smaller amounts than fixed by the Memorandum and on such sub-division
attach preferential rights to some of them so however that in the sub-division the proportion
between the amount paid, and the amount if any, unpaid on each reduced share shall be the same
as it was in the case of the share from which the reduced share is derived. (d) Cancel shares
which at the date of passing of resolution in that behalf have not been taken or agree to be taken
by any person and diminish the amount of its share capital by the amount of shares so cancelled.
LIEN
7. In regulation 9(1) of Table A the word not being fully paid shares, wherever occurring shall
be omitted.

CALLS ON SHARES
8. In regulation 13(1) of Table A, the provision shall be omitted.
TRANSFER OF SHARES
9. No transfer of any shares, whether fully paid up or partly paid up shares, in the capital of the
Company shall be made or registered without the previous sanction of the Directors, who may,
without assigning any reasons whatsoever, decline to give such sanction, and shall so decline in
the case of a transfer the registration of which involves a contravention of Article 3 hereof. The
Directors may at their discretion also suspend the registration or transfer of shares during
fourteen days immediately preceding the Annual General Meeting in each year. Subject to
section 154 of the Act. The Directors may decline to recognize any instrument of transfer unless
the instrument of transfer is accompanied by the certificate of the share to which it relates and
such other evidence as the Directors may reasonably required to show the right of the transfer or
to make the transfer. If the Directors refuse to register a transfer of any shares, they shall within
two months after the date on which is the transfer deed duly executed was lodged with the
Company send to the transferee and to the transferor intimation of the refusal. No fees shall be
charged by the Company for the registration of transfer.
10. Save as hereby otherwise provided, no share shall be transferred to any person who is not a
member of the Company so long as any member or any member of the family of the member or
any person selected by the Board of Directors as the one desirable in the interest of the Company
to admit to membership is willing to purchase the same at the fair value to be determined by the
Board of Directors in the absolute discretion.
PROCEEDINGS OF THE GENERAL MEETING
11. The First Annual General Meeting of the Company shall be held with 18 months from the
date of incorporation and thereafter once atleast in every calendar year and within six months of
the close of the financial year, at such time (not being more than fifteen months after holding of
the preceding Annual General Meeting) and at such places, as the Directors may determine from
time to time, subject to Section 166(2) of the Companies Act, 1956. A general meeting of the
Company may be called by giving not less than seven days notice in writing to the members of
the Company. Subject to the provisions of section 171(2), general meeting may with the consent
of the members, be called by a shorter notice and in such manner as the members think fit.
12. No business shall be transacted at any General Meeting unless a quorum of members is
present. Two members present in person shall be a quorum for a General Meeting.
13. Subject to any rights or restrictions for the time being attached to any class or classes of
Shares: (a) On a show of hands every member holding Equity Shares or Share and present in
person shall have one vote; and (b) On a poll he shall have the same number of votes as the
number of Equity Shares held by him. 4 DIRECTORS
14. (A) The numbers of Directors shall not be less than 2 (two) and more than 12 (Twelve). (B).
The First Directors of the Company shall be:

(i) Mr. Sanket shekhar(ii) Mr. Hemender Singh (iii) Mr. Durgesh Doraya
15. The Directors shall not be required to hold any qualification shares, but shall nevertheless be
entitled to attend and speak at any general meeting of the Company or at a separate meeting of
any class of shareholders. The Board of Director shall also have the power to fill any casual
vacancy on the Board in accordance with section 262 of the Act.
16. Subject to the provisions of section 314 of the Companies Act, 1956 if any Director being
willing, shall be called upon to perform extra service or to make any special exertions in going or
residing away from the place of the normal residence for any of the purpose of the Company, the
Company may remunerate the Director so doing either by a fixed sum or by a percentage of
profit or otherwise as may be determined by the Directors and such remuneration may be either
in addition to or in substitution for his remuneration above provided for the Directors.
17. The Board of Directors may appoint additional Director or any alternate Director in
accordance with the provisions of section 260 or 313 of the Act.
18. The Directors may agree with any person or Company on such terms and conditions as may
be thought fit that he or they shall have a right to appoint a Director who shall be called a
nominated Director for such period and upon such terms as he or they may think fit and from
time to time remove and re-appoint him. Such a nominated Director will be entitled to hold
office until requested to retire or resign or is removed by the person or Company appointing him
as a Director. Such a Director will be designated as a Nominated Director.
19. No Director shall be disqualified from his office by contracting with Company either as
vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on
behalf of the Company in which any Director shall be concerned or interested be avoided nor
shall any Director so contracting or being so concerned or interested be liable to account to the
Company for any profit realized by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relations there by established, but the nature of interest
must be disclosed by him at the meeting of the Directors at which the contract or arrangement is
determined if his interest then exists or in any other case at the first meeting of the Directors after
acquisition of his interest, but these provisions shall not apply to any contract by or on behalf of
the Company to give the Directors or any of them any security by way of indemnity or against
any loss which they or any one of them may suffer by reasons of becoming or being sureties for
the Company.
MANAGEMENT
20. A. The Directors may from time to time appoint any person as Managing Director, Technical
Director, Secretary, General Manager or Manager or to such other office as the Directors may
consider fit with such powers and on such terms as to duration of office and remuneration (which
may be by way of salary, commission or participation in profits or partly in one mode and partly
in another) as they may think fit.
B. A Managing Director shall not, while he continues to hold that office, be subject to retirement
by rotation, but subject to the provisions of any contract between him and 5 the Company he

shall be subject to the 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 for any
cause, he ceases to hold the office of, Director.
C. The remuneration of Managing Director and whole-time Director shall be fixed by the
Company in general meeting and may be by way of fixed salary or at a specified percentage of
the net profits of the Company or both, provided that the remuneration shall not exceed five per
cent for any one Managing or Whole-time Director and ten per cent for all of them together.
POWERS OF THE DIRECTORS
21. The business of the Company shall be managed by the Directors who may pay all such
expenses preliminary or incidental to the promotion, formation, establishment and registration of
the Company, as they think fit, and may exercise all such powers and to do all such acts as may
be exercised and done by the Company in General Meeting but subject nevertheless to any
statute and to any regulation not inconsistent with these Articles made by the Company in
General Meeting; but no regulations made by the Company in General Meeting shall invalidate
any prior act of the Directors which would have been valid if such regulation had not been made.
22. The Director may, from time to time and at any time, provide, through local boards, attorneys
or agents, for the management of the Company in India and abroad and may appoint any person
to be the member of such local boards or as attorneys or agents and may fix their remuneration.
23. The Directors may from time to time raise or borrow any sum of money for and behalf of the
Company from the members or other persons, companies or banks or they may themselves
advance money to the Company on such interest as may be approved by the Board of Directors.
24. The Directors may from time to time secure the payment of such money in such manner and
upon such terms and conditions in all respects as they may think fit and in particular by the issue
of debentures or bonds of the Company or by the mortgage or charge of all or any part of the
property of the Company and of its uncalled capital for the time being.
25. Any debenture, bonds, or other securities may be issued at discount, premium or otherwise
and with special privileges as to redemption, surrender, drawing, allotment of shares, attending
and voting at General Meeting of the Company and otherwise.
PROCEEDINGS OF BOARD
26. Subject to the provisions of Section 289 & 292 of the Companies Act, 1956, a resolution in
writing approved by a majority of Directors shall be as effective for all purpose as a resolution
passed at the meeting of the Directors duly called, held and constituted.
AUDIT
27. The first Auditors of the Company shall be appointed by the Board of Directors and shall
hold office till the conclusion of the first Annual General Meeting.
28. The Director may fill up any casual vacancy in the office of the Auditors.

29. The remuneration of the Auditors shall be fixed by the Company in General Meeting except
the remuneration of the first or any Auditor appointed by the Directors be fixed by the Directors.
SEAL
30 a. The Board shall provide a Common Seal for the purpose of the Company and shall have
power to destroy the same and substitute a new seal in lieu thereof.
b. The Board shall provide for the safe custody of the Seal.
c. The Seal shall not be affixed to any instrument except in the presence of an officer, including a
Director, Manager or Secretary, authorized by the Board in this behalf, from time to time, who
shall sign every instrument to which the seal is affixed, provided that in respect of issue of Share
Certificates, the provisions of the Companies (Issue of Share Certificate) Rules, 1960 shall apply.
31. The Company may exercise the powers conferred by Section 50 of the Act, with regard to
having an official seal for use abroad, and such powers shall vest in the Board.
INDEMNITY
32. Subject to the provisions of Section 201 of the Companies Act, 1956 the Directors, Auditors,
Secretary and other officers for the time being of the Company and trustees for the time being
acting in relation to any of the affairs of the Company and their heirs, executors and
administrators respectively shall be indemnified out of the assets of the Company for and against
all suits, proceedings, costs, charges, losses, damages and expenses which they or any of them
shall or may incur or sustain by reason of any act done or omitted to be done in or about the
execution of their duty in their respective offices or trust except such (if any) as they shall incur
or sustain by or through their own willful neglect or default respectively and no such officers or
trustee shall be answerable for the acts, receipts, neglects, or defaults of any other officers or
trustee or for joining in any receipts for the sake of conformity or for the solvency or honesty of
any bankers or other persons with whom any money or effects belonging to the Company may be
lodged or deposited for safe custody or for any insufficiency of any security upon which any
money of the Company shall be invested or which may happen in or about the execution of his
office or trust unless the same shall happen through the willful neglect or default of such officer
or trustee.
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