NAUTANKI FILMS PRIVATE LIMITED

Form 1Certificate of Incorporation

Corporate Identity Number : U74900DL2011PTC227425I hereby certify that NAUTANKI FILMS PRIVATE LIMITED is this day incorporatedunder the Companies Act, 1956 (No. 1 of 1956) and that the company is privatelimited.

Given at Delhi this Fourteenth day of November Two Thousand Eleven.

2011 - 2012

p`a$ppMjaIkrNa p`maaNa–p~

ka^pao-roT phcaana saM#yaa :

maOM etdWara sa%yaaipt krta hU^ ik maOsasa-

NAUTANKI FILMS PRIVATE LIMITED

ka pMjaIkrNa‚ kmpnaI AiQainayama‚ ko AMtga-t Aaja ikyaa jaata hO AaOr yahkmpnaI p`a[vaoT ilaimaToD hO.

yah inagamana–p~ Aaja idnaaMk caaOdh navambar dao hjaar gyaarh kao idllaI maoM jaarI ikyaa jaata hO.

1956 (1956 1)

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2011 - 2012U74900DL2011PTC227425

ka

kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :Mailing Address as per record available in Registrar of Companies office:NAUTANKI FILMS PRIVATE LIMITEDA-60, BASEMENT, MALVIYA NAGAR, NEAR MALVIYA NAGAR MARKET,,NEW DELHI - 110017,Delhi, INDIA

Registrar of Companies,National Capital Territory of Delhi and HaryanakmpnaI rijasT/ar ‚ raYT/Iya rajaQaanaI xao~ idllaI evaM hiryaaNaa

*Note: The corresponding form has been taken on record by the Registrar of Companies through electronic mode and on thebasis of statement of correctness given by the person filing the form and this certificate has been digitally signed by theRegistrar through a system generated digital signature under rule 5(2) of the Companies (Electronic Filing and Authenticationof Documents) Rules, 2006.The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in). ATMASAH, Assistant Registrar of Companies and this certificate has been digitally signed by the Registrar through a systemgenerated digital signature under rule 5(2) of the Companies (Electronic Filing and Authentication of Documents) Rules, 2006.

The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).

Registrar of Companies, National Capital Territory of Delhi and Haryana

kmpnaI rijasT/ar‚ raYT/Iya rajaQaanaI xao~ idllaI evaM hiryaaNaa*Note: The corresponding form has been approved by ATMA SAH, Assistant Registrar of Companies and thiscertificate has been digitally signed by the Registrar through a system generated digital signature under rule 5(2) of theCompanies (Electronic Filing and Authentication of Documents) Rules, 2006.The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).

(THE COMPANIES ACT, 1956)

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

OF

NAUTANKI FILMS PRIVATE LIMITEDI. The Name of the Company is NAUTANKI FILMS PRIVATE LIMITED.

II. The Registered Office of the Company will be situated in the National Capital Territoryof Delhi.

III. The objects for which the Company is established are :-

1. To carry on in India or else where the business to produce, promote, project, participate,manufacture, manipulate, treat, process prepare, alter, develop, expose, edit, exhibit,make, remake, display, print, re-print, convert, duplicate, finish, bye, sell, run, import,export, and to act as broker, agent, distributor, proprietor, copy right owners, videoright owners, cinema studio owners etc. of all kinds of video films, telefilms, newsreels, slides in all languages prevailing in the world and do all other business relatedto Television Industry in general.

2. To carry on the business of producing, editing, photography, recording, re-recordingand all other work related with the transmission of TV serials, News Reels, otherprogrammes on television, radio on self owned or other private channels and all typeof other serials and programmes relating to public to public either in traditional formor in any form.

3. To carry on the business of producers and processors of all type of documentaryfilms, features films and distributors of cinematography films and to do all the thingsnecessary and expedient in connection with the business of films.

4. To carry on the business of consultants, agents, sub-agents, liaison agent/liaison sub-agents, for Indian and Foreign Clients/Principals on matters relating to entertainment/advertising publicity materials or any kind of business which the Company may berequired to carry on.

5. To Produce, market and distribute films, T.V. Serials, chat Shows, Debate shows,management Events including events related to Entrepreneurship, Strategy, HumanResources, Leadership in India and abroad; also to undertake and engage in thebusiness of organizing, coordinating, facilitating, supervising, managing and undertakingseminars, conferences, fair, expos, promotional event and providing related services,to bollywood, Hollywood, corporate and non-corporate entity whatsoever and includingliaisoning, and representing office and to sell/lease rights therein for any Indian oroverseas management education through leaders and celebrities in India and abroad.carry on the business of any kind of agency of importers and exporters in all kindsof footwear, leather garments, leather goods and belts and accessories of all kind,nature and description manufactured, semi-manufactured or raw materials.

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(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THEMAIN OBJECTS ARE :-

1. To purchase and otherwise acquire, own, import, all materials, substances,appliances, machines, containers and such other articles and apparatus andthings capable of being used in any of the main business and to own, lease andotherwise acquire and use facilities of whatever kind as may be convenient or usefulconducive to the effective working of the main business of the Company.

2. To acquire, build, alter, maintain, enlarge, remove or replace and to work, manageand control any buildings, offices, factories, mills, shops, machinery andconveniences which may seem necessary to achieve the main object of thecompany.

3. To buy, repair, alter, improve, exchange, import, works, plants, machinery, tools,utensils, appliances, apparatus products, materials, substances, articles andthings capable of being used in the main business of this company.

4. To purchase, take on lease or tenancy or in exchange, hire take options over orotherwise acquire any estate or interests, whatsoever and to hold, develop work,concessions, grants, decrees, licences, privileges, claims, options, lease,property, real or personal or rights or powers of any kinds which may appear to benecessary for the main business of the Company.

5. To pay for preliminary and pre-incorporation expenses of the Company.

6. To exchange, mortgage, royalty or tribute, grants licences, easements, optionsand such other rights over and dispose of the whole or any part of the undertaking,property, assets, rights and effects of the Company for consideration as may bethought fit and in particular for stocks, shares debentures whether fully or partlypaid-up or securities of any other such company having main objects whole or inpart similar to those of the Company.

7. To pay for any rights or property acquired by the Company and or remunerate anyperson, firm or body corporate rendering services to the Company either by cashpayment or by allotment to him or them of shares or securities of the Company aspaid up in full.

8. To advance money, either with or without security and give credit to such persons(including Government) and upon such terms and conditions as the Company maydeem fit, provided that the Company shall not carry on banking business withinthe meaning of Banking Regulations, Act, 1949.

9. To undertake financial and commercial obligations, transactions and operationsof all kinds.

10. To guarantee the performance of any contract or obligations and the payment ofmoney or dividends and interest on any stock, shares or securities of any company,corporation, firm, or person in any case in which such guarantee may be considereddirectly or indirectly to further the main objects of the Company.

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11. Subject to Section 293 of the Companies Act, 1956, to subscribe guarantee moneyfor national, International, charitable, benevolent, educational, public general orsuch other useful object activity, exhibition or trade show or for purpose whichmay appear to be conducive directly or indirectly to the furtherance of the mainobjects of the Company.

12. To issue debenture stocks of the Company at part or premium or discount and todispose of the undertaking of the Company or any part thereof for suchconsideration as the Company think fit.

13. To remunerate any person, firm or company for services rendered or to be renderedin or about the formation and promotion of the Company, Subject to the provisionof Section 314 of the Act.

14. Subject to section 58A, 292, 293, 295 & 370 of the Companies Act, 1956 and therules framed thereunder and the directions issued by the Reserve Bank of India,from time to time, as may be applicable to accept deposit, to borrow, raise or securethe payment of money in such manner as the Company shall think fit or by theissue of debentures, debenture stock, perpetual or otherwise mortgage of anyother such securities charged or based upon the undertaking of the company, bothpresent and future including the uncalled capital of the company or without anysuch security and upon such terms as to priority or otherwise and generally toborrow money in such manner as the directors shall think fit.

15. To act as consultants, Advisors, Agents and representatives in connection withthe main object of the Company.

16. To do all such other things which are incidental or conducive for the attainment ofthe main object of the Company.

17. To grant pensions or gratuities to any Officers or employees or ex-officers or ex-employees including Directors or ex-director or other relatives connections ordependents or the families of such persons.

(C) THE OTHER OBJECTS ARE :-

1. To carry on the business of mechanical and electrical engineers and manufacturersand suppliers of implements and machinery, tool makers, smiths, steel and brassfounders, metal workers, machinists, iron and steel workers metallurgist andsuppliers of agricultural implements, motor and automobile spare parts and sugarmill machinery, oil mill machinery and to buy, sell, manufacture, repair, convert,let on hire and deal in machinery, implements, rolling stocks and hardware of allkinds.

2. To carry on all or any of the businesses of brick makers, potters, tiles and suchother building materials, Cement and Cement products, lime and lime stone.

3. To act as export and import agents, concessionaries and purchase and salerepresentatives to stockists, producers, processing units engaged in villageindustries, home industries, collage industries, small, medium and large scaleindustries and to assist, guide, co-ordinate and finance such of them as may inthe opinion of the company, be having export potential.

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4. To act as mechanical engineers, fabricators, contractors, tool makers, brassfounders, metal workers and processors of all types of forged components,accessories, alloys, nuts, bolts, steel rounds, nails, buckets, tin containers,tanks, tools and agricultural implements.

5. To carry on the business of manufacturers, importers, exporters, hirers, repairers,cleaners, carriers, and storekeepers of and dealers in motor cars, automobilespares and parts mini buses, trucks, lorries, tractors, bulldozers, motor cycles,scooters, conveyances of all descriptions whether propelled or assisted by thepetrol, spirit, steam, gas, electricity, animal or such other powers of engines,chassis and bodies thereof.

6. To carry on the business of cold storage, refrigeration, cooking, dehydrating,preserving, canning of any production on Company's own account or as contractorsfor any government, Municipal body or individual on such terms and conditionsas the Directors may think fit.

7. To carry on the business of meal manufacturers, grain and seed merchants,cotton, ground nuts, marrow and castor merchants, cake and corn merchants,millers, flour merchants, bakers, biscuit makers, confectioners, milling of flour,wholemeal atta, suji, rawa and basin (gram flour).

8. To manufacture, process, fabricate, design, buy, sell, import, export or otherwisedeal in all kinds of electrical wires and cables, insulated cables, welding, cables,Wires, Super Enamelled Wires (bare or covered by plastic, Rubber, Cotton, Paperand PVC) conductors, low medium and high tension insulators, switch gears madeof ferrous or non-ferrous metal, silver or any other such substances thereof.

9. To buy, sell, import, export, manufacture, prepare and deal in steel pipes andtubes, iron rods, angles, flats, M.S. Alloy and steel ingots.

10. To carry on all kinds of the business of manufacturers, importers, exporters,assemblers and distributors of and dealers in all kinds of electrical and electronicequipments, appliances and instruments and household appliances andequipments.

11. To carry on the business of manufacturers, importers, exporters, assemblers,suppl iers and dealers in a l l k inds of p last ics, PVC poly thene, res ins,polypropylenes, nylon accelate, polyesters, urea, plasticizers, stabil izer,extenders, lubricants, filters, antioxidants, antitalic agents, dyes and pigments,expansion and blowing agents and all kinds of commodities components andproducts of above items.

12. To manufacture cotton, woollen and silk, artificial and synthetic fibre goods of allkinds and to carry on the following business :-

Cotton, woollen and silk spinners and doublers, flex and jute spinners, woolcombers, worsted spinners linen manufacturers, worsted stuff manufacturers,drapers, flex, hemp, jute, woods and silk merchants, bleachers and dyers andmakers, of vitriol, bleaching and dyeing materials, growers of mulberry or suchother tress and producers of any other such articles or thing whether by cultivationor allorestatin or by any other such mechanical or chemical power or appliancefor the purpose of obtaining silk, wool, cotton any or other such material to beconverted in to cloth.

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13. To carry on the business as dealers in and purchasers of dairy farms and gardenproduce of all kinds and in particular milk, cream, butter, ghee, cheese, poultry,eggs, fruits, vegetable oils, vegetable ghee, artificial ghee, spices, sausages,prawn, pottage meat, table delicacies loaves, bread and manures.

14. To carry on the business of decorators of house, shop, saloon and other apartmentand exhibition and execute decorative work of all sorts: to prepare, manufacture,paint, use, export, import, devise and design all kinds of artistic objects for useand ornamentation or any property used in the decoration or furnishing of buildings,exhibitions or such other structures of all kinds and nature.

15. To act as consultants, Advisors, architects, civil engineers, designers, townplanners, values, surveyors and supervisors for all sorts of buildings activitiesand allied jobs and works, by research, development or invention.

16. To manufacture sowing machines, repair, machines, thrashing machines, tractors,and all other such kinds of farm implements and machinery, dairy machines,elevating machine, conveyors machines transmission machines parts and toolsand accessories requisite thereof.

17. To buy, sell, import and deal in all kinds of food products, seeds, lime and stockfeeds.

18. To carry on the business of founders and casters of ferrous and non-ferrous metals,sheet metals, workers, mechanical, structural, electrical and metallurgicalengineers, to carry on the work of cast iron foundry for the manufacture of all typesof pipe and pipe fittings, water reservoirs, drainage requisites including manholeframes and covers, grantings and ladders, cast iron sanitary appliances and fittingssuch as flushing cisterns, bath tubs, wash basins, cast iron building requisitesrailing, spiral stairs, ladders, ventilaters, ornamental window frames pillars,agricultural implements such as choppers, ploughs, cast iron, railway castingsincluding sleepers, fish plates, wheels and such other fittings, house holdrequisites and utensiles including cooking pans, coal mining and engineeringrequisites, including pinlons, tube wells, pump parts and such other general andspecial castings and to execute any other such particular order relating to castingreceived from local and mulfusil industrialists, dealers, general public orGovernment departments.

19. To carry on the business of jewellers, bullion merchants, gold smiths, silver-smiths, gem and stone merchants subject to Gold Control Act, 1968 and to dealin diamonds, pearls, watches, clock chronometers, gold and silver plates, electro-plated cutlery, presents and gifts, coins, historical cups, medals, shields, curios,articles of virtue, art and antiquities, dressing bags, hand bags and bronzes.

20. To purchase, acquire or otherwise deal in lands and erect Guest Houses, Hotelsand Motel Buildings with all the modern amenities and facilities including petroldiesel filling pumps, garages and amusements halls and clubs and to carry onthe business of running of guest houses, Hotels and Motels.

21. To cultivate lands, establish and maintain dairies, cattle yards and poultry farms,piggeries, fruit, vegetable and flower gardens, grazing grounds, fish ponds, pigeon,behives, warehouses, cold storage, freezing plants, factories for manufacture andpreservation of meat, fish, fruit, vegetables, canning of and all kinds of preservedfoods and juices.

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22. To grow, tend and cultivate tea, coffee, cinchona, rubber produce and to carry onthe business of tea planters in all its branches, to carry on the business ofcultivators, wine owners and buyers of every of kind vegetable, mineral or suchother produce of the soll, to prepare manufacture and render marketable any suchproduce and to buy, sell, dispose of and deal in any such produce, either in itsprepared, manufactured, or raw state and either by wholesale or in retail

23. To carry on transport passengers, goods, merchandise, commodities, live-stockand all kinds of things, materials, motorcars, buses, vehicles and all kinds of goodson Land or Waters or Air.

24. To buy, sell and deal in chicken, chicken food, incubators, ducks, turkey, geeseand guines fowls, patridges and other birds.

25. To carry on the business of helicopter-spraying on farms, grovelands, cultivations,products and other al l ied business of eradication of diseases virus andinsecticides.

26. To purchase, produce, grow, raise, preserve, purify, refine, import, export,prepare, sell and deal in sugar, sugar candy, sugarcane, gur, molasses syrups,alcohol and all other by-products and fertilizers and to maintain refineries,foundaries, workshops and distilleries.

27. To carry on the business as travel agents, tourist and cargo carriers by road, air,sea or by any other mode of transport and to carry on all allied business andactivities pertaining to the travelling, and tourist business.

28. To manufacture and deal in anatomical, orthopaedic and surgical instruments andappliances of all kinds.

29. To carry on the business of buying, selling, exporting, importing, manufacturing,construction, devising and preparing all kinds of advertising novelities, materials,aids complimentary gifts devices, designs and any advertisement in newspapers,magazines, books and periodicals directories, buses, railway carriage and suchother media used for the purpose of audiovisual publicity and advertisement.

30. To carry on the business of advertising agents, both door to door and throughnewspapers, magazines, books, periodicals, directories, screens, walls, buses,railway carriages or through any other such media of advertisement of all types.

31. To carry on the business of suppliers, manufacturers, dealers, importers,exporters, and agents of pulp, paper, hard-board, packing paper, packing materialsand straw product.

32. To market, let out, hire lease or otherwise make available on different terms andof the machineries domestic appliances, goods and merchandise.

33. To carry on the business of exporters and importers, buyers, sellers, processorsand manufacturers of and general export and import both traditional and non-traditional items, industrial, mineral, agricultural commodities, handicrafts andhousehold articles.

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34. To carry on the business of motion pictures, colour photography, cinematographpictures, renters, producers, exhibitors, distributors and to present, produce,manage, conduct and represent all or any of the business of theatre, music hall,ball room, cinema, picture place, cabaret show, circus and hippo-drome proprietorsor agents, box office keepers, showmen, song, music, play, programmes, drames,comedies, operas, burlesques, pantomimes, revues, promenade, concerts,ballets, musical variety and such other entertainment for public, social cultural,and private amusements.

35. To deal in and manufacture plastic goods, polyster goods and such other artificialand synthetic materials and products of all kinds and all kinds of foams, cushions,pillons and plywood and timber.

36. To deal in glass manufacture, glass sheets, bottles, vacuum and such otherglassware goods and to establish bottling plants and ceramic factories.

37. To acquire by purchase, lease, exchange, hire or otherwise and mortgage, let onhire or dispose of lands and property of any tenure or interest in the same.

38. To erect and construct houses, buildings or works of every description on anyland of the company, or upon any other such lands or property, and to pull down,rebuild, enlarge deal, alter and improve existing houses, buildings or works thereonto convert and appropriate any such land into and for roads, streets, squares,gardens and such other conveniences of all types.

39. To act as contractors for any person or government authorities for the constructionof buildings, roads and bridges of all description.

40. To manufacture and deal in all kinds of dissolving chemicals or leather and itsbye-products.

41. To carry on the business of commission agents for the sale and purchase ofmachinery, plant and other capital goods.

42. To secure sound investments of foreign capital in Indian undertaking andenterprises and Indian Capital in foreign undertaking and enterprises.

43. To undertake and transact all kinds of agency business and to carry on and promoteany business, commercial or otherwise, under sound principles and/or to act asdistributors, agents, underwriters, brokers, estate agents, middleman, contractman, representations and indenting agents on commission, allowance, as maybe deemed fit in all commodities, merchandise and such other allied articles/lineof business.

44. To carry on the business of Merchant banking in all its aspects to act as managersto issues and offer whether byway of public offer or otherwise of shares,debentures, bonds, units, participation certificates, deposit certificates, notes,bills, warrants or any other instruments. To act as, joint managers, lead managers,co-managers, advisors and counsellors in investment. To act as portfoliomanagers, money exchangers and to become a share broker of any stock exchangeand to act as share transfer agents.

45. To carry on the business of power generation, transmission and setting up of newpower plants, based on coal water, hydroelectric power, municipal waste, medicalwaste, industrial waste and other non-conventional sources of power generationindustry.

46. To carry on the business of owing taking on lease, hiring, maintaining, running ofyoga centres, nature cure centres, immunisation centres, massage houses,swimming pools, baths, beauty salons, hospitals, clinics, nursing homes,maternity and family planning units, pathological laboratories, sports clubs,gymnasiums, diagnostic centres, blood bank service centres, medical and otherresearch centres, poly clinic and to apply or provide utility articles and servicesto the patients, invalids and others.

47. To carry on the business of manufacturers, buyers, sellers, dealers, commissionagents, importers, exporters and distributors of all type of computers, computerhardware s parts and accessories and development of computer software and itssale and any other business allied and incidental thereto.

48. To charter, hire or otherwise carry on the business of telecommunications, runradio stations, broad casting stations, telecasting and television stations, satellitetransmission centres, cable Television Centres and to take or give licence,copyrights for demonstration of various programmes, films, story, drama episodesand advertisements.

49. Subject to the approval of Reserve Bank of India Act, 1934 as amended by RBIunder Amendment Ordinance 1997, to carry on the and undertake the business ofleasing, finance, investment, hire purchase, and to finance lease operations, hiringor letting on hire, plant and machineries and equipments, land and buildings, flats,vehicles, computers, furnitures and fixtures and all other assets that the companymay think fit and to assist on financing of hire purchase or deferred payment orsimilar transactions and to subsidise, finance or assist in subsidising or financingthe sale and maintenance of all goods, articles or commodities upon any termswhatsoever and to deal with them in any manner whatsoever including resalethereof, regardless of whether the property leased is new and/or used.

50. To carry on the business of advisors and consultants on all matters relating toadministrations, taxation, personnel, finance, investments, management,organisation, manufacture, production, storage, process, system and accounts,training and recruitment, marketing, distributing and selling method relating to anytype of business or industry.

51. To deal in foreign exchange and currencies and to convert currencies, subject toapproval of appropriate authorities.

52. To carry on the business as shares and stocks brokers and to buy, sell and dealin all kinds of shares, stocks, securities, bonds, debentures, units and such otherinstruments, of all types.

53. To carry on the business as manufacturer, exporter, importer, supplier, buyer anddistributor of all kinds of bhujia, papper and other snacks products.

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54. To carry on the business of manufactures, processors, buyers, sellers, importers,exporters, distributors, suppliers and dealers in all kinds of herbal, ayurvedic, aromaticsproducts, all types of perfumery and cosmetics products like cleanser, scrub, creams,Gel Pack, all types of facial kits, face creams, powder face pack, shampoos, hairoil, body massage oils, essential oils for health and pleasure, hair gel, hair conditioner,body lotion, breast creams, breast lotion, shower gel, shower scrub gel, bdy mudback, face wash, hand wash, sun block creams, sun block lotion, foot care creams,hand care creams, bleach peeling, rose water, astringent lotion, skin toner, cleansingmilk, moisturizing lotion, thermo pack, manicure and pedicure shampoos, bodyshampoos, soaps, shaving soaps, after shave soaps, medicated soaps, leathersoaps, detergents, abrasives, cleansers, elastic bandages and combination thereof,all types of beauty and make up cosmetics like kajal, eyeliners, mascara, lip pencils,nail paints, lip glosses, lipsticks, liquid lipsticks, face powder, compact, foundation,body talc, cancealer, eye shadow, blusher, hair dyes, hair removers, sprays, quillpens, tooth pastes, tooth brushes, tooth picks, toilet requisites and preparationselude cologne perfumes and other cosmetic and deal in raw materials used in aboveproducts.

55. To carry on the business of research, teaching centres, training centres andimpart education in herbal beauty products, cosmetic products and beauty parlourin India and abroad and to print and/or publish newsletter, books, periodicals andother literature relating to beauty and cosmetic products.

56. To open, establish, manage, maintain branches, beauty centres in India andabroad. To give/take franchise from any Indian/Foreign companies, firm andpersons.

57. To carry on the business of consultants, advisors relating to improvement andfitness of health, better body care, diet consultants and to run physiotherapycentre, gymnasiums, yoga centres, massage centres, steam bath centres andother activities to improve and maintain the better quality of health and fitness.

58. To carry on business of hospitality industry and related activities as tourists, agentsand contractors and to facilitate traveling and to provide for tourists and travelers andpromote the provision of conveniences of all kinds in the ways of through tickets,circular tickets, sleeping cars or berths, reserved places, hotel and lodgingaccommodation, guides, safe deposits, inquiry bureaus, libraries, lavatories, readingroom, baggage transport and otherwise and to undertake the business of hotel,restaurant, café tavern, beer house, restaurant room, boarding and lodging, housekeepers and beer merchants, maltsters, manufacturers of aerated minerals and artificialwater and such other drinks, purveyors, caterers for public amusements, generalcoach, cab carriage and motor car proprietors, livery stable and garage keepers,importers and brokers of food, live and dead stock, hairdressers, perfumers, chemists,proprietors of clubs, baths, dressing rooms, laundries, reading, writing and newspaperrooms, libraries, grounds and places of amusements and recreation, sport,entertainment and instruction of all kinds, tobacco and cigar merchants, agents forrailways, road, air and shipping companies and carriers, theatrical and opera-boxoffice proprietors and general agents and to provide services and facilities of all kindson commercial basis that may be required for the hospitality industry.

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59. To provide, consultancy services in economic and statistical, monetary, financial,fiscal, commercial, accountancy, quality control, data processing, software, education,career planning, hospitality, retail and outsourcing sectors, industrial and techanical,scientific, medical, direct and indirect taxation and other levies, legal, labour publicrelations and to draw up and prepare reports, plans, opinions and all the otherdocuments for the purpose of providing the same to the industrial, trading, commercialor any other concern, organizations, institutions, or establishment and to devise,work out, prepare and provide ways, means and plans and to obtain, purchase, selland make available or provide techanical assistance and know-how and informationof all kinds of industrial, trading, commercial or any other concern, organization,institution or establishment and to arrange to procure land, buildings, machinery andequipment of all kinds therefor and to enter into partnership with or into arrangementsand agreements for sharing profits or for other remuneration or consideration withindustrial, trading, commercial, any other concern, organization, institution orestablishment.

60. To carry on the business and information technology business.

IV. The Liability of the Members is Limited.

V. The Authorised Share Capital of the Company is Rs. 10,00,000/- (Rupees TenLacs) divided into 1,00,000 (One Lac) Equity Shares of Rs. 10/- (Rupees Ten)each.

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(THE COMPANIES ACT, 1956)

____________

(COMPANY LIMITED BY SHARES)

____________

ARTICLES OF ASSOCIATION

OF

NAUTANKI FILMS PRIVATE LIMITEDPRELIMINARY

1. Subject as hereinafter provided, the Regulations contained in Table 'A' in theSchedule 'I' to the Companies Act, 1956 shall apply to the Company.

II. INTERPRETATION

2. (1) In these Regulations :-

(a) "The Act" means the Companies Act, 1956 as amended, from time to time.

(b) "The Directors" means the Directors of the Company and include personsoccupying the position of Directors by whatever name called.

(c) "This Seal" means the common seal of the Company.

(2) Unless the context otherwise requires, words or expressions contained in theseregulations shall bear the same meaning as in the Act or any Statutory modificationsthereof in force.

III. PRIVATE COMPANY

3. The Company is a Private Company within the meaning of Section 2(35) and 3(1)(iii) ofthe Companies Act, 1956 and accordingly :-

(a) No invitation shall be issued to the public to subscribe for any shares in or debenturesof the Company.

(b) The number of members of the Company (exclusive of persons who are in theemployment of the Company and persons who, having been formerly in theemployment of the Company, were members of the Company while in thatemployment and have continued to be members after the employment ceased) islimited to fifty; provided that for the purposes of this definition where two or morepersons jointly hold one or more shares in the Company, they shall be treated asa single member ; and

(c) The right to transfer the shares of the Company is restricted in the manner and tothe extent hereinafter appearing.

(d) Prohibits any invitation or acceptance of deposits from persons other than itsmembers, directors or their relatives.

IV. CAPITAL

4. The Authorised Share Capital of the Company is such that stated in Clause V of theMemorandum of Association of the Company or altered thereat, from time to time. TheCompany has the power from time to time to time to increase or reduce, its capital. Anyof the said shares and new shares hereafter to be created may, from time to time, bedivided into shares of several classes in such manner as may be provided hereinafter.The shares of each class may have or confer such preferential or othe special rights andprivileges may be issued under such restrictions and conditions whether in regard todividend, voting, return of capital or otherwise as shall have been assigned thereto byor under provisions of the Articles of Association but so that the special rights orprivielges belonging to holders of any share issued with preferred or other rights shall notbe varied or abrogated or effected except with such sanction as is provided forhereinafter. The minimum paid up capital of the Company is Rs. 1,00,000/- (Rupees OneLac).

5. The share shall be under the control of the Board of Directors who may allot or otherwisedispose of the same to such persons on such terms as the Board of Directors think fitand to give any persons any shares whether at par or at premium and for suchconsideration as the Board of Directors think fit.

6. Subject to these presents and the provisions of the Act, the shares of the Companywhenever issued shall be under the control and at the disposal of Board of Directors whomay allot, issue or otherwise dispose of the same or any of them to such persons or onsuch terms and conditions and at such times and at par or premium or discount as theymay, from time to time, think fit and proper, may also allot and issue shares in capitalof the Company in payment or part payment for any property sold or transferred to or forservices rendered to the Company in or about the conduct of its business and the shareswhich may be so allotted may be issued as fully paid up shares and if so issued deemedto be fully paid up shares.

V. TRANSFER AND TRANSMISSION OF SHARES

7. Subject to the provision of Section 108 of the Companies Act 1956 any member desiringto sell any of his shares must notify to the Board of Directors of the number of shares,the fair value and the name of the proposed transferee and the Board of Directors mustoffer to the other shareholders, the shares offered at the fair value and if the offer isaccepted, the shares shall be transferred to the acceptors and if the shares of any ofthem are not so accepted within one month from the date of notice to the Board, themembers proposing transfer shall, be at liberty; subject to Articles 8 and 9 hereof, to selland transfer the shares to person either at the same price or at a higher price. In caseof any dispute, regarding the fair value of the share it shall be fixed and decided and bythe Company's Auditors whose decision shall be final.

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8. No transfer of shares shall be made or registered without the previous sanction of theBoard of Directors, except when the transfer is made by any member of the Companyto another member or to a member's spouse or child or children or his/her heirs andDirectors may decline to give such sanction without assigning any reason, subject toSection 111 of the Act.

9. The Board of Directors may refuse to register any transfer of a share (1) where theCompany has a lien on the share, or (2) where the share is not fully paid up share, subjectto Section 111 of the Act.

VI. GENERAL MEETINGS

10. All General Meetings, other than Annual General Meeting shall be called Extra-ordinaryGeneral Meetings.

11. (1) The Board of Directors may, whenever it thinks fit, call an Extra-ordinary GeneralMeeting.

(2) If at any time there are not within India Directors capable of acting who are sufficientin number to form a quorum, any Director or any two members of the Company maycall an Extra-ordinary General Meeting in the same manner, as nearly as possible,as that in which a meeting may be called by the Board.

(3) Subject to Sections 190, 171 and 219 of the Act, all General Meetings may be calledby giving to members clear Seven days notice in writing except where such conditionis waived off unanimously by all members in writing in the meeting.

VII. PROCEEDINGS AT GENERAL MEETINGS

12. (1) No business shall be transacted at any General Meeting unless a quorum ofmembers is present at the time when the meeting proceeds to business.

(2) Subject to regulation 49 of Table 'A' atleast two members present in person shall bea quorum.

13. The Chairman, if any, of the Board of Directors shall preside as Chairman of every GeneralMeeting of the Company.

14. If there is no such Chairman, or if he is not present within fifteen minutes after the timeappointed for holding the meeting or is unwilling to sit as Chairman of the meeting, theDirectors present shall elect one of their members to be the Chairman of the meeting.

15. If at any meeting, no Director is willing to act as Chairman or if no Director is presentwithin 15 minutes after the time appointed for holding the meeting, the members presentshall choose one of their members to be Chairman of the meeting.

16. (i) The Chairman may with the consent of any meeting at which a quorum is present andshall, if so directed by the meeting, adjourn the meeting, from time to time and fromplace to place.

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(ii) No business shall be transacted at any adjourned meeting other than thebusiness left unfinished at the meeting from which the adjournment tookplace.

(iii) When a meeting is adjourned for thirty days or more, notice of the adjournedmeeting shall be given as in the case of an original meeting.

(iv) Save as aforesaid, it shall not be necessary to give any notice of anadjournment or of the business to be transacted at an adjourned meeting.

17. In the case of equality of votes, whether on a show of hands or on a poll, theChairman of the meeting at which the show of hands takes place or at which thepoll is demanded, shall not be entitled to a second or casting vote.

18. Any business other than that upon which a poll has been demanded may beproceeded with, pending the taking of the poll.

VIII. DIRECTORS19. The Business of the Company shall be managed by the Directors who may pay

all expenses incurred in getting the Company registered and may exercise allsuch powers of the Company as are not restricted by the Act or any statutorymodification thereof for the time being in force or by these Articles required to beexercised by the Company in general meeting subject nevertheless, to anyregulations of these Articles, to the provisions of the Act and to such regulationsbeing not inconsistent with the aforesaid regulations or provisions as may beprescribed by the Company in general meeting. Nothing shall invalidate any prioract of the Directors which would have been valid if that regulation had not beenmade.

19A. The No. of Directors shall not be less than 2(Two) and not more than 12(Twelve).20. The following shall be the First Directors of the company :

1. Abhinav Shukla2. Saurabh Saroj Kumar Tewari

21. No person other than a retiring Director, shall be elected as a Director (exceptas a first Director or Director appointed by the Director) unless fourteen daysnotice shall have been given at the Registered office of the Company of theintention to propose himself togeth er with a notice in writing, signed by himselfsignifying his willingness to be elected.

22. The Directors shall not be required to hold any qualification shares in theCompany Directors are not liable to retire by rotation.

23. Each Director shall receive out of the funds of the company by way of sitting feefor his services a sum in accordance with the provision of the Companies Act1956 and Rules made thereunder for every meeting of the Board or anycommittees of Directors attended by him.

24. The Director shall also be paid travelling and other expenses of attending andreturning from meetings of the Board (including hotel expenses) and any other

expenses properly incurred by them in connection with the business of theCompany. The Directors may also be remunerated for any extra services doneby them outside their ordinary duties as Directors, subject to the provisions ofSection 314 of the Act.

25. If any Director, being willing shall be called upon to perform extra services orspecial attention for the purpose of the Company, the Company may, subject toSection 314 of the Act, remunerate such Director which either in addition to orin substitution for remuneration to which he may otherwise be entitled.

26. Subject to Sections 297 and 299 of the Act, no Director shall be disqualified byhis office from contracting with the Company, nor shall any such contractentered into by or on behalf of the Company, in which any Director shall be in anyway interested, be avoided nor shall any Director contracting or being sointerested be liable to account to the Company for any profit realised by any suchcontract by reason only of such Director holding that office or of the fiduciaryrelations thereby established but it is declared that the nature of his interestmust be disclosed by him at the meeting of the Directors at which the contractis determined if his interest then exists or in any other case at the first meetingof the Directors after he acquires such interest.

27. The Board of Directors shall have the power, at any time and from time to time,to appoint any person as Additional Director in addition to the existing Directorsbut so that the total number of Directors shall not be less than two and not morethan twelve at any time. Any Director, so appointed, shall hold office only till thenext following annual general meeting but shall be eligible thereof for election asDirector.

28. Subject to Section 197A of the Act, the Directors may, from time to time,,appoint one or more of them to the office of Managing Director on such terms andconditions and at such remuneration as they may think fit.

IX. PROCEEDINGS OF DIRECTORS

29. The Directors may meet together for the despatch of business, adjourn andotherwise regulate their meetings as they think fit and determine the quorumnecessary for the transaction of business and the place and manner in which themeeting shall be called. Two Directors or one third of its total strength which everis higher, present in accordance with Section 287 of the Act, shall form aquorum. Subject to the provisions of the Act, questions arising at any meetingshall be decided by majority of votes, in case of an equality of votes, theChairman shall have a second or casting vote.

30. A Director may and on the request of a Director, the Secretary, if any, shall atany time summon a meeting of Directors. A Director who is not in India shall notbe entitled to a notice of a meeting of the Directors.

31. The Director may from time to time elect a Chairman who shall preside at themeetings of the Directors and determine the period for which he is to hold office,but if no such Chairman is elected or if at any time, the Chairman is not present,

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the directors present shall choose one of their members to be the Chairman ofsuch meeting.

32. Except a resolution which the Companies Act, 1956 requires it specifically to bepassed in a board meeting, a resolution in writing signed by the majority of theDirectors shall be as effective for all purposes as a resolution passed at ameeting of the Directors duly convened, held and constituted, subject to section289 of the Act.

X. POWERS OF THE DIRECTORS

33. Subject to Section 292 of the Act, the Directors shall have the power to delegateany of their powers to such managers, agents or other persons as they may deemfit and may at their own discretion revoke such powers.

34. The Directors shall have powers for the engagement and dismissal ofmanagers, engineers, clerks and assistants and shall have power of generaldirection, managements and superintendence of the business of the Companywith full power to do all such acts, matters and things deemed necessary, poweror expedient for carrying on the business and concern of the Company, and tomake and sign all such contracts and to draw and

accept on behalf of the Company all such bills of exchange, hundies, cheques,drafts and other Government papers and instruments as shall be necessaryproper or expedient for the authority and direction of the Company except onlysuch of them as by the Act or by these presents which are expressly directedto be exercised by share-holders in the general meeting.

XI. INSPECTION OF ACCOUNTS

35. (1) The Board of Directors shall cause proper books of accounts to be main-tained under Section 209 of the Act.

(2) The Board of Directors shall, from time to time, determine whether and towhat extent and at what times and places and under what conditions orregulations all books of the Company, or any of them, shall be open to theinspection of members not being directors.

(3) No member (not being a director) shall have any right of inspecting anyaccount book or document of the Company except as conferred by law orauthorised by the Board or by the Company in general meetings.

XII. SECRECY

36. Every manager, auditor, trustee, member of a committee, officer, servant,agent, accountant or any other person employed in the business of the Companyshall, if so required by the Board of Directors, before entering upon his duties,sign declaration pledging himself to observe strict secrecy respecting alltransactions of the company with its customers and the state of accounts withindividuals and in matters relating thereto and shall by such declaration pledgehimself not to reveal any of the matters which may come to his knowledge in thedischarge of his duties except when required to do so by the Directors or by any general

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meeting or by the laws of country and except so far as may be necessary inorder to comply with any of the provisions in these presents of the Act.

XIII. BORROWING POWERS

37. Subject to section 58A and 292 of the Act, and the Regulations made thereunderand Directions issued by the R.B.I. the Directors shall have the power, from timeto time and their discretion, to borrow, raise or to secure the payment of any sumof money for the purpose of the Company in such manner and upon such termsand conditions in all respects as they think fit and in particular by the issue ofdebentures or bonds of the Company or by mortgage charged upon all or any ofthe properties of the Company both present and future including its uncalledcapital for the time being.

XIV. OPERATION OF BANK ACCOUNTS

38. The Directors shall have the power to open bank accounts, to sign cheques onbehalf of the Company and to operate all banking account of the Company andto receive payments, make endorsements, draw and accept negotiable instru-ments, hundies, bills or may authorise any other persons to exercise suchpowers.

XV. BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

39. The directors shall lay before each Annual General Meeting, Profit and LossAccount and Balance Sheet for the financial year of the company and BalanceSheet made upto the end of the financial year only and audited by a qualifiedauditor under the provisions of the Act.

XVI. AUDIT

40. The first auditors of the Company shall be appointed by the Board of Directorswithin one month after its incorporation who shall hold the office till theconclusion of first annual general meeting.

41. At each Annual General Meeting of the company, the company shall appointauditors to hold office from the conclusion of the Annual General Meeting to thenext Annual General Meeting.

42. The Directors may fill up any casual vacancy caused by death in the officeof the Auditors.

43. The remuneration of the auditors is to be fixed by the company in the AnnualGeneral Meeting except that the remuneration of the first or any auditorsappointed by the Directors may be fixed by the Directors.

XVII. THE SEAL

44. (1) The Board of Directors shall provide for the safe custody of the seal of theCompany.

(2) The seal shall not be affixed to any instrument except by the authority of aresolution of the Board of Directors or of a committee of the Board authorisedby it on their behalf and except in the presence of one director who shall sign

every instrument to which the seal of the Company is so affixed. The sharescertificates will, however be signed in accordance with Rule 6 of theCompanies (Issue of Share Certificates) Rules, 1960.

XVIII. WINDING UP

45. (1) On the winding up of the Company, the liquidator may, subject to the provisionsof the Act, divide amongst the members in specie or otherwise the whole or any partof the assets of the Company, whether they shall consist of property of the samekinds or not.

(2) For the purpose aforesaid, the liquidator may set such value as he deems fair uponany property to be divided as aforesaid and may determine how such division shallbe carried out as between the members or different classes of members.

(3) The liquidator may, with the like sanction, vest the whole or any part of such assetsin trustees upon such trusts for the benefit of the contributories as the liquidator shallthink fit but so that no member shall be compelled to accept any shares or othersecurities whereon there is any liability.

XIX. INDEMNITY

46. Subject to Section 201 of the Companies Act, 1956, the Chairman, Directors Auditors,Managing Directors, and other officers for the time being of the Company and anytrustees for the time being acting in relation to any of the affairs of the Company and theirheirs, executors, shall be indemnified out of the assets and funds of the Company fromor against all benefit suits, proceedings, costs, charges, losses damages and expenseswhich they or anyof them shall or may incur or sustain by reason of any act done orcommitted in or about the execution of their duties in their respective offices except thosedone through their wilful neglect or default or decert. Any such officer or trustee shall notbe answerable for acts, omission, neglects or defaults of any other officer or trustee.

BUYBACK OF SHARES

47. Subject to the provision of section 77a, 77AA and 77AB of the Act and subject torequirement of applicable buy-back regulations/rules made by central Government/sebi in this regard as may be modified from time to time, the company may purchaseits own shares or other specified securities.

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