We, the several persons whose names, addresses, descriptions and occupations hereunto

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 to our respective names:-

Signature, Name, Address, No. of equity shares Signature, Name,S.NO Description and Occupation of the taken by each Address, Description

Subscriber subscriber and Occupation ofthe Witness

1

Sd/-

GAYATRI PROJECTS LIMITED,

Mr. TV SANDEEPKUMARREDDY, .Authorized Representative of

Gayatri Projects Ltd., (vide) 50000

Resolution Dated: 23.06.06,6-3- (Fifty Thousand Only)

1090, B1, TS.R. Towers,

Somajiguda, Rajbhavan Road<Ii'-Q)

3Hyderabad - 500082. 0 i.--

C1l u) C1l(COMPANY) c ·c -.;t Ccu Ol I :J

00::: C1l -0 0.- ro C1l 0C1l x ..0 -c2 U) c C1l -0Q) '--.;t > Q) ~Sd/- .: -0

~-: >-.cO c I C1l

TV. SANDEEPKUMARREDDY, 0 cO s:> (5 0C1l -0

S/o. Dr. T. Subba Rami Reddy, 1 -0 0 :JC OJ cC1l E '5 0:2: C1l ~8-2-33112/A, Road No: 3, (One Only) >. (J)

-0 :J Q.

c I 0 :JBanjara Hills, Hyderabad - 590034. C1l >- 0

s: 00 0

Occupation: Business E~0...

,3

:0U)

Sd/-

K. MANI RAJU,

S/o. Late. K. Thailaiah,1

MIG-II 190, KPHB Colony, .9th Phase, Kukatpalli,

(One Only).Hyderabad - 500072.

Occupation: Private Service.

Place : Hyderabad

Date : 06-07-2006.9

421

We, the several persons whose names, addresses, descriptions and occupations hereunto

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 to our respective names:-

Signature, Name, Address, No. of equity shares Signature, Name, lS.NO Description and Occupation of the taken by each Address, Description

Subscriber subscriber and Occupation ofthe Witness

4

Sd/-

T. INDIRAREDDY,1

W/o. Dr. T. Subba Rami Reddy,(One Only)

6-3-249/5/A, Road No:1, .Banjara Hills, Hyderabad - 500034

Occupation: Business

5: ~Sd/- Q)

~P. MARUTHIBABU, 0 ..;

f- cro to ro

S/o. P. Nagasubbanna, 1 c :~ ~ cro :J0> I 0303, Akashdeep Aprts; (One Only) a:: fl u o.- ro co oco x ..0 «:

1-11-197NB, Begumpet, (J) c C1l uQ) L.

~ > Q) ~Hyderabad - 16 .: u Q)-: >- tro c I coOccupation: Business 0 ro .c

> a 0co u6 u 0 ::J

C J2> cco E .Q2 m ::J roSd/- >.. en

::J Q.U I 0 :JcI P. SREEDHARBABU, m >- os: o1 o 0

S/o. P. Maruthi Babu, E(One Only) ~

205, Mhalaxmi Apartments, 0...,

1-11-201, Begumpet, Hyderabad:0(J)

Occupation: Service

7

Sd/-

V.V. CHANDRASEKHAR,1

S/o. Dr. V.S. Bhaskar Rao,

H.No: 5-62/9, VV Nagar, St.N@:8,(One Only)

Habshiguda, Hyderabad - 500007

Occupation : Service

TOTAL 50,006

No. of Equity Shares taken (Fifty Thousand and

Six Only)

Place : HyderabadDate : 06-07-2006. 10

1 (i)

UNDER THE COMPANIES ACT, 1956(1 of 1956)

COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATION

OF r

GAYATRI JHANSI ROADWAYS LIMITED

(ii)

PRELIMINARY"The Act "or" the said Act" means the Companies Act, 1956 and includes any statutory modificationor re-enactment thereof for the time being in force in India containing the provisions of the Legislaturein relation to companies.

"Beneficial Owner" shall mean beneficial owner as defined in clause (a) of sub-section (I) of Section2 of the Depositories Act, 1996

"Beneficial of Directors" or "Board" means the Board of Directors, duly called and constituted or thecollective Body of directors for the time being of the company, or as the case may be, the directorsassembled at a Board Meeting or acting by circular under the Articles.

"Capital" means the share capital for the time being raised or authorized to be raised for the purposeof the Company.

"The Company" or "This Company" means Gayatri Jhansi Roadways Limited.

"Debenture" includes debenture - stock.

(iii)

(iv)

(v)

(vi)

(vii) "Depository" means a Company formed and registered under the Companies Act, 1956, and whichhas been granted a certificate of registration to act as a depository under the Securities & ExchangeBoard of India Act, 1992.

1

(viii) "Depository Act, 1996" shall include any statutory modification or re-enactment thereof for the timebeing in force.

(ix) "Member" means the registered holder from time to time of the shares in the capital of the Companyand includes every person who is holding equity shares of the Company and whose name is enteredas a beneficial owner in the records of the depository.

(x) "GJRU the Company" shall mean Gayatri Jhansi Roadways Limited, a Company incorporated underthe Companies Act, 1956 and having its Registered Office at 6-3-1090, TSR Towers, Somajiguda,Rajbhavan Road, Hyderabad - 82.

(xi) "Office" means the Registered Office for the time being of the Company.

(xii) "Persons" includes corporations and firms as well as indi~iduals.

(xiii) "Proxy" means an instrument whereby any person is authorized to vote for a member at a GeneralMeeting on a poll, and includes Attorney duly constituted under a Power of Attorney

(xiv) "Month" means a calendar month according to the English calendar, unless otherwise specified.

(xv) "Year" means the calendar year and "Financial Year" shall have the meaning assigned thereto bySection 2(17) of the Act. C'"

(xvi) "The Register" or "The Registers" means the Register of Members to be kept pursuant to Section /'150 of the Act.

(xvii) "Seal" means the Common Seal for the time being of the Company.

(xviii) "Auditors" means and includes those persons appointed as such for the time being by Company.

(xix) "SEBI" means the Securities and Exchange Board of India.

(xx) "Secretary" means and includes any person appointed in accordance with the provisions of theCompanies (appointment and Qualification of Secretary) Rules, 1988, or any other rules for the timebeing in force.

(xxi) "Shareholders" means Gayatri Projects Limited and each of the other Investors and "Shareholder"means anyone of them singly.

(xxii) "Officer" includes any Director, Manager or Secretary, (or any person in accordance with whosedirections or instruments the board of Directors or any or more of the directors is or are accustomedto act), but save in Sections 477, 478,539,543,545,624,625 and 633 does not include an auditor,Officer who is in defaulf' shall mean any officer of the company who is knowingly or willfully authorizesor permits such default, non-compliance, failure, refusal or contravention.

(xxiii) "Ordinary Resolution" and "Special Resolution" shall have the meanings assigned thereto respectivelyby section 189 of the Act. •

(xxiv) "In writing", or "written" mean and include words printed, lithographed, represented or reproduced in .any mode in a visible form.

a Words importing the singular number also include the plural number.

b Words importing the plural number also include the singular number

c Words importing the masculine gender also include the feminine gender.

2 The Regulations contained in Table "A" of the First Schedule to the Companies Act, 1956, (1) of 1956 shall___~---..!:~tapply to this Company save and except so far as such regulations are embodied in these Articles.

'" .:» :'::;:j••• 110.'( l,~

':-~'.<,:\)- ~',,\ 3:: .

'u\ Af5,~

-~- ~ -(<:::;"'''--- ~.\ ..

424

COMMENCEMENT OF BUSINESS3. The business of the company may, subject to the provisions of Section 149 of the Act, be commenced

soon after the Certificate of Commencement of the business is obtained by the company not withstandingthe fact that only part of the shares may have been issued or allotted and although only part of the capitalmay have been paid up.

SHARE CAPITAL4. a. AUTHORISED SHARE CAPITAL

The Authorised share capital of the Company is RS.10,00,000 (Rupees Ten lakhs only) divided into 1,00,000(One lakh only) equity shares of RS.10/- each with power to increase or decrease its capital from time totime and to divide the shares in the capital for the time being into several classes and to attach theretorespectively, such preferential, deferred, qualified or special rights, privileges, conditions or restrictions asmay be determined by or in accordance with the Articles' of Association of the Company and to vary,modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may be for thetime being be provided by the Articles of Association of the Company and also to acquire, purchase, hold,resell any of its own fully / partly paid shares and/or preference shares whether redeemable or not and tomake any payment out of capital or out of the funds at its disposal for in respect of such purchase subjectto the provisions of the Act in force from time to time."

4. b. BOARD TO ALLOT SHARES .Subject to the provisions of the Section 81 of the Act and these Articles, the shares in the capital of theCompany for the time being shall be under the control of the Board of Directors who may issue, allot orotherwise dispose of the same or any of them to such persons, in such proportion and on such terms andconditions and either at a premium or at par or (subject to the compliance with the provisions of section 79of the Act) at a discount and at such time as they may from time to time think fit and with the sanction ofthe Company in the general meeting to give to any person or persons the option or right to call for anyshares either at par or premium during such time and for such consideration as the Directors think fit, andmay issue and allot shares in the capital of the Company on payment in full or part of any property sold andtransferred or for any services rendered to the Company in the conduct of its business and any shareswhich may so be allotted may be issued as fully paid up shares, and if so issued, shall be deemed to befully paid shares. Provided that option or right to call of shares shall not be given to any person or personswithout the sanction of the Company in the general meeting.

7

5. CONSIDERATION FOR ALLOTMENTThe Board of Directors may allot and issue shares of the Company as payment or part-payment for anyproperty purchased by the company or in respect of goods sold or transferred or machinery or appliancessupplied or for services rendered to the company in or about the formation of the company or the acquisitionand/or in the conduct of its business; and any shares which may be so allotted may be issued as fully/partly paid up shares and if so issued shall be deemed as fully/partly paid up shares.

RESTRICTION ON ALLOTMENT'

a. The Directors shall in making the allot,ments duly observe the provisions of the Act.

b. The amount payable on application on each share shall not be less than 5% of the nominal value ofthe share.

c. Nothing therein contained shall prevent the Directors from issuing fully paid up shares either onpayment of the entire nominal value thereof in cash or in satisfaction of any outstanding debt orobligation of the company.

6.

7. INCREASE OF CAPITAL

The Company at its General Meeting may, from time to time, by an Ordinary Resolution increase thecapital by the creation of new shares, such increase to be of such aggregate amount and to be divided intoshares of such respective amounts as the resolution shall prescribe.

~~~.~ares shall be issued on such terms and conditions and with such rights and privileges annexed

c.?-~··-· ~ 3 e-~,».,~'o/ ._,' "'-.:--~ - .. - /'/e.~':"'J'i,--''::\0' " ••- '.,"'" ..., 4 2 ~- ,I 21 ,\.~'\1...-.1· .•...• '\ 1 ....• \ .•.... u

~. i ~ '. \ ~ ;:-: ~ : :-_:fiI.~'. .: '\1 \- j.::;~ .. ~ . :.\ .,;'........ _.,,<_"·- .:l

' •• <, .• - •• -. / ~.':-. ..:,-'. - -'::'- -:.~.:/.. _ .... : .. '

thereto, as the resolution shall prescribe, and in particular, such shares may be issued with a preferentialor qualified right to dividends, and in the distribution of assets of the company and with a right of voting atGeneral Meetings of the Company in conformity with Sections 87 and 88 of the Act. Whenever the capitalof the company has been increased under the provisions of this Article, the Directors shall comply with theprovisions of Section 97 of the Act.

8. REDUCTION OF CAPITALThe Company may, subject to the provisions of Sections 78,80,100 to 105 (both inclusive) of the Act fromtime to time, by Special Resolution reduce its capital and any Capital Redemption Reserve Account orShare Premium account in any manner for the time being authorised by law, and in particular, the capitalmay be paid off on the footing that it may be called up again or otherwise. This Article is not to derogatefrom any power the Company would have if it were omitted .•

9. SUB-DIVISION AND CONSOLIDATION OF SHARESSubject to the provisions of Section 94 of the Act, the Company in General Meeting, may by an ordinaryresolution, from time to time sub-divide or consolidate its shares, or any of them, and the resolutionwhereby any share is sub-divided, may determine that, as between the holders of the shares resulting fromsuch sub-division one or more of such shares have some preference or special advantage as regardsdividend, capital or otherwise as compared with the others or other, subject as aforesaid the Company ingeneral meeting may by an ordinary resolution also cancel shares which have not been taken or agreed tobe taken by any person and diminish the amount of its share capital by the amount of the shares socancelled.

10. NEW CAPITAL.: PART OF THE EXISTING CAPITAL

Except so far as otherwise provided by the conditions of the issue or by these presents, any capital raisedby the creation of new shares, shall be considered as part of the existing capital, and shall be subject to theprovisions herein contained, with reference to the payment of ails and instalments, forfeiture, lien, surrender,transfer and transmission, voting and otherwise.

11. POWER TO ISSUE PREFERENCE SHARES:

(a) Subject to the provisions of Section 80 of the Act, the company shall have the power to issue bySpecial Resolution Preference Shares/Convertible Preference Shares which, at the option of thecompany, are liable to be redeemed / converted and the redemption / conversion of PreferenceShare hereunder may be effected in accordance with the terms and conditions of their issue andfailing that in such manner as the Directors may think fit.

(b) On the issue of Preference Shares under the provisions of Article 11(a) hereof, the following provisionsshall take effect :-

(c)

...• :~(i) No such Shares shall be redeemed except out of profits of the company which would otherwise \-}.=1

be available for dividend or out of the proceeds of a fresh issue of Shares made for thepurpose of the redemption;

(ii) No such shares shall be redeemed unless they are fully paid;(iii) The premium, if any, payable on redemption shall have been provided for out of the profits of

. the company or out of the company's share premium account, before the Shares are redeemed;(iv) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue,

there shall, out of profits which could otherwise have been available for dividend, be transferredto a reserve fundto be called the "capital redemption reserve accounf', a sum equal to thenominal amount of the shares redeemed and the provisions of the act relating to the reductionof the Share Capital of the company shall, except as provided in Section 80 of the act, applyas if the capital redemption reserve account were paid-up Share Capital of the company."

Subject to the provisions of Section 100 to 105 (both inclusive) Board may accept from any memberon such terms and conditions as shall be agreed a surrender of all or any of his shares or may buyback such shares as may be permitted.

4

426

14. RIGHTS TO CONVERT LOANS INTO CAPITAL

Nothing in this Article shall apply to the increase of subscribed capital of the Company caused by theexercise of an option attached to the debenture issued or loans raised by the Company.

(a) To convert such debentures or loans into shares in the Company; or

(b) To subscribe for shares in the Company (whether such option is conferred in these Articles orotherwise).

PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term '~providing for such option and such term ;

/ ,.;'-/':','0/

(~ ,/f;~~.~.~,o \ :••..... .'\-' ~~ ~ ,to.

t, '0.;:;;/

12. RIGHTS ISSUE OF SHARES AND RENUNCIATION OR FURTHER ISSUE OF CAPITALWhere at the time after the expiry of two years from the formation of the company or at any time-after theexpiry of one year from the allotment of shares in the Company made for the first time after its formation,whichever is earlier, it is proposed to increase the subscribed capital of the Company by allotment offurther shares whether out of the un issued capital or out of the increased share capital then:

(a) Such further shares shall be offered to the persons who at the date of the offer, are holders of theequity shares of the Company, in proportion, as near as circumstances admit, to the capital paid upon those shares at the date.

(b) Such offer shall be made by a notice specifying the number of shares offered and limiting a time notless thirty days from the date of the offer and the offer if not accepted, will be deemed to have beendeclined. •

(c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned torenounce the shares offered to them in favour of any other person and the notice referred to in subclause (b) hereof shall contain a statement of this right. PROVIDED THAT the Directors may decline,without assiqninq' any reason to allot any shares to any person in whose favour any member mayrenounce the shares offered to him.

(d) After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from theperson to whom such notice is given that he declines to accept the shares offered, the Board ofDirectors may dispose off them in such manner and to such person(s) as they may think, in theirsole discretion, fit.

13. ISSUE OF SHARES TO OTHERSNotwithstanding anything contained herein above, the further shares aforesaid may be offered to anypersons (whether or not those persons include the persons referred to in sub-clause (a) of Article 12 hereofin any manner whatsoever.

(a) If a special resolution to that effect is passed by the Company in General Meeting, or

(b) Where no such special resolution is passed, if the votes cast (whether on a show of hands or on apoll as the case may be) in favour of the proposal contained in the resolution moved in the generalmeeting (including the casting vote, if any, of th~ Chairman) by the members who, being entitled todo so, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast againstthe proposal by members, so entitled and voting and the Central Government is satisfied, on anapplication made by the Board of Directors in this behalf, that the proposal is most beneficial to theCompany .

.~::.~: Nothing in sub clause (c) of Article 12 hereof shall be deemed:

(a) To extend the time within which the offer should be accepted; or

(b) To authorise any person to exercise the right of renunciation for a second time on the ground that theperson in whose favour the renunciation was first made has declined to take the shares comprisedin the renunciation.

5

427. '

",,:::"-' . -::..-.-

(a) Either has been approved by the Central Government before the issue of the debentures or theraising of the loans or is in conformity with the rules, if any, made by that Government in this behalf;and

(b) In the case of debentures or loans or other than debentures issued to or loans obtained fromGovernment or any institution specified by the Central Government in this behalf, has also beenapproved by a special resolution passed by the Company in General Meeting before the issue of thp.-",,--debentures or raising of the loans.

15. ACCEPTANCE OF SHARESAny application signed by or on behalf of an applicant for shares in the Company followed by an allotmentof. any share therein, shall be an acceptance of shares within the meaning of these articles, and everyperson who thus or otherwise accepts any shares and whose name is on the register, shall, for the purposeof these articles, be a Member.

16. RETURNS ON ALLOTMENTS TO BE MADEThe Board shall observe the restrictions as to allotment of shares to the public contained in Sections 69and 70 of the Act, and shall cause to be made the returns as to allotment provided for in Section 75 of theAct.

17. MONEY DUE ON SHARES TO B-EA DEBT TO THE COMPANY

The money (if any) which the Board shall, on the allotment of any shares being made by them require ordirect to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them, shallimmediately on the inscription of the name of allottee in the Register of Members as the name of the holderof such shares become a debt due to and recoverable by the Company from the allottee thereof, and shallbe paid by him accordingly.

18. MEMBER OR HEIR TO PAY UNPAID AMOUNTSEvery member or his heirs, executors or administrators shall pay to the Company the portion of the capitalrepresented by his share or shares which may, for the time being remain 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 thecompany's regulations, require or fix for the payment thereof.

19.

SHARE CERTIFfcATES

EVERY MEMBER ENTITLED TO A CERTIFICATE

a_ Every member shall be entitled, without payment to one or more Certificates in marketable lots, forall the shares of each class or denomination registered in his name, or if the Directors so approve(upon paying such fee as the Directors may from time to time determine) to several certificates,each for one or more of such s~ares and the Company shall complete and have ready for deliverysuch certificates within three months from the date of allotment, unless the conditions of issuethereof, otherwise provide, or within one month of the receipt of application of registration of transfer,transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Everycertificate of shares shall be under the seal of the Company and shall specify the numbers anddistinctive numbers of the shares in respect of which it is issued and amount paid up thereon andshall be in such form as the Directors may prescribe or approve, provided that in respect of a shareor shares held jointly by several persons, the Company shall not be bound to issue more than onecertificate and delivery of a certificate of shares to one of several joint holders shall be sufficientdelivery to all such holders.

b. JOINT OWNERSHIP OF SHARES

Any two or more joint allottees of a share shall be treated as a single member for the purpose of thisarticle and the certificate of any share, which may be subject of joint ownership, may be delivered toanyone of such joint owners on behalf of all of them. The company shall comply with the provisionsof Section 113 of the Act.

428 6

t;:: .....•.J.•

If any share stands in the names of two or more persons, the person first named in the Registershall,as regards receipt of dividends or bonus or service of notices and all or any other matterconnected with the company, except voting at meeting and the transfer of the shares be deemed thesale holder thereof but the joint holders of share shall be severally as well as jointly liable forpayment of all instalments and calls due in respect of such share, and for all incidents thereofaccording to the Company's regulations.

c. DIRECTOR TO SIGN SHARE CERTIFICATESA Director may sign a share certificate by affixing his signature thereon by means of any machine,equipment or other mechanical means, such as engraving in metal or lithography, but not by meansof a rubber stamp, provided that the director shall be responsible far the safe custody of suchmachine, equipment or other material used for the purpose.

d. ISSUE OF DUPLICATE CERTIFICATESIf any certificate be worn out, defaced, mutilated or torn or if there be no further space on the backthereof for endorsement of transfer, then upon production and surrender thereof to the Company, anew certificate may be issued in lieu thereof, and if any certificate lost or destroyed then upon proofthereof to the satisfaction of the Company and on execution of such indemnity as the Companydeem adequate, being given a new Certificate in lieu thereof shall be given to the party entitled tosuch lost or destroyed Certificate. Every Certificate under the Articles shall be issued without paymentof fees if the Directors so decide, or on payment of such fees (not exceeding Rs 2/. for eachcertificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of newcertificates in replacement of those which are old, decrepit or worn out or where there is no furtherspace on the back thereof for endorsement of transfer.

e. Blank share certificates can be printed and the printing shall be done only on the authority of theresolution of the Board. The Managing Director of the Company for the time being or if the Companyhas no Managing Director, every Director of the company shall be responsible for maintenance,preservation and safe custody of all books and documents relating to the issue of share certificates.

20. RULES FOR ISSUE OF SHARE CERTIFICATESThe Company shall comply with such Rules or Regulation or requirements of any Stock Exchange or theRules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any otherAct, or rules applicable in this behalf. The provisions of tHis Article shall mutatis mutandis apply to Debenturesof the Company.

UNDERWRITING & BROKERAGE

21. POWER OF COMPANY TO Pf;+.YUNDERWRITING & BROKERAGE

(a) Subject to the provisions of the Act, the Company may at any time pay a commission to any personfor subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares, debentures,or debenture stock of the company or underwriting or procuring or agreeing to procure subscriptions(whether absolute or conditional) for shares, debentures, or debenture stock of the Company.

(b) The Company may also in any public issue, pay such brokerage as may be lawful.

INTEREST MAY BE PAID OUT OF CAPITAL

22. Where any shares are issued for the purpose of raisinq money to defray the expenses of the constructionof any work or building, or the provision of any plant, which cannot be made profitable for a lengthy period,the company may pay interest on so much of that share capital as is for the time being paid up, for theperiod at the rate and subject to the conditions and restrictions provided under section 208 of the act andmay subject to necessary approvals as needed charge the same to capital as part of the cost of constructionof the work or building or the provision of plant.

7 429

· LIEN ON SHARES23. COMPANY TO HAVE LIEN

The company shall have a first and paramount lien upon all the shares/debentures (other than fully paid upshares/debentures) registered in the name of each member (whether solely or jointly with others) and uponthe proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at fixedtime in respect of such shares/debentures, and no equitable interest in any shares/debentures shall be •created except upon the footing and condition that this Article will have to have full effect; and such lien .......-shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures.Unless otherwise agreed, the registration of a transfer of shares/debentures shall operate as a waiver ofthe Company's lien if any, on such shares. The Directors may at any time declare any shares/debentureswholly or in part to be exempted from the provisions of this clause.

24. ENFORCING LIEN BY SALEFor the purpose of enforcing such lien the Board may sell the shares subject thereto in such manner asthey think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such sharesand may authorise one of their members to execute a transfer thereof on behalf of and in the name of suchmember. No sale shall be made until such period as aforesaid shall have arrived and until notice in writingof the intention to sell have been served .on such member or his representatives and default shall havebeen made byhim or them in payment, fulfillment or discharge of such debts, liabilities or engagements for ~."",fourteen days after such notice. . ,. i

25. APPLICATION OF SALE PROCEEDSThe net proceeds of any such sale shall be received by the Company and applied in or towards payment ofsuch part of the amount in respect of which the lien exists as is presently payable and the residue, if any,shall (subject to a lien for sums not presently payable as existed) upon the shares before the sale) be paidto the person entitled to the shares at the date of the sale.

CALLS ON SHARES

26. BOARD TO HAVE RIGHT TO MAKE CALLS ON SHARESThe Board may, from time to time, subject to the terms on which any shares may have been issued andsubject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by circularresolution), make such calls as it thinks fit upon the.members in respect of all moneys unpaid on theshares held by them respectively and each member shall pay the amount of every call so made on him tothe person or persons and the date(s), time(s) and place(s) appointed by the Board. A call may be madepayable by instalments.

27. NOTICE FOR CALL

THIRTY days notice in writing of' any call shall be given by the Company specifying the date, time andplaces of payment and the person or persons to whom such call shall be paid.

28. CALL WHEN MADE

The Board of Directors, may when making a call by resolution, determine the date on which such call shallbe deemed to have been made not being earlier than the date of resolution making such call, and thereuponthe call shall be deemed to have been made on the date so determined and if no such date is fixed, a callshall be deemed to have been made at the time when the resolution authorising such call was at a meetingof the Board.

29. LIABILITY OF JOINT-HOLDERS ON A CALL

The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

30. BOARD TO EXTEND TIME TO PAY CALL

The Board may, from time to time at its discretion extend the time fixed for the payment of any call andmay extend such time as to all or any of the members as the Board may deem fairly entitled to suchextension, but no memb~r shall be entitled to such extension save as a matter of grace and favour.

l8