AstraZeneca Pharma India Ltd. — Board/Management Information 2020

Jun 29, 2020

June 29, 2020

The Manager- Listing BSE Limited Corporate Relationship Dept., 5 th Floor, New Trading Ring Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai - 400001

The Manager- Listing National Stock Exchange of India Limited Exchange plaza, 5 th Floor, Plot No. C/1, G Block Bandra -Kurla Complex, Bandra (E), Mumbai - 400051

Dear Sir(s),

Sub: Alteration of Memorandum and Articles of Association of the Company

Pursuant to Regulation 30 read with Part A of Schedule Ill, we enclose the resolutions passed by the Shareholders of the Company approving the alteration of:

• (a) Memorandum and Articles of Association
• (b) Articles of Association

The said resolutions were approved by the Shareholders through Postal Ballot, the results of which has been announced on June 29, 2020.

We enclose a copy of revised Memorandum of Association and the Articles of Association. A brief highlight of the amendments is set also out at Annexure A.

We request you to kindly take the same on records.

For AstraZeneca Pharma India Limited

PRATAP RUDRA BHUVANAGIRI Digitally signed by PRATAP RUDRA BHUVANAGIRI Date: 2020.06.29 18:26:06 +05'30'

Pratap Rudra Company Secretary & Legal Counsel

Encl: As above.

CORPORATE & REGD. OFFICE AstraZeneca Pharma India Ltd. P. B. No. 4525, Block N1, 12th Floor, Manyata Embassy Business Park, Rachenahalli, Outer Ring Road, Bangalore - 560 045, INDIA

TEL : +91 80 6774 8000 FAX : +91 80 6774 8857 CIN : L24231KA1979PLC003563

WEB : www.astrazeneca.com/india

FACTORY 12th Mile on Bellary Road Venkatala, Kattigenahalli Village Yelahanka Bangalore - 560 063 INDIA

TEL : +91 80 6774 9000

CERTIFIED TRUE COPY OF THE RESOLUTIONS PASSED THROUGH POSTAL BALLOT BY THE MEMBERS OF THE COMPANY ON JUNE 27, 2020

1. Alteration of Memorandum of Association of the Company

"RESOLVED that pursuant to the provisions of Section 4 and Section 13( l) and other applicable provisions, if any, of Companies Act, 2013 ("the Act") (including any statutory modifications or re-enactment thereof, for the time being in force) and subject to the requisite approval of the Registrar of Companies/Ministry of Corporate Affairs and such other authorities as may be necessary and in accordance with Table A of Schedule I of the Act , the consent of the Shareholders of the Company be and is hereby accorded for alternation of the Memorandum of Association of the Company as under and consequently changing the clause numbering as may be appropriate:

• 1. By deleting 'I', 'II', 'III', 'IV', 'V' and 'VI' and by replacing the same with '1st', '2nd', '3rd', '4th', '5th' and '6th' respectively to represent the various main clauses in the Memorandum of Association.
• 1. Existing Clause III (C) to be deleted entirely.
• 1. Liability Clause IV to be substituted to read as under:

"4th. The Liability of the member(s) is limited, and this liability is limited to the amount unpaid, if any, on the shares held by them"

RESOLVED FURTHER that the Board of Directors and the Company Secretary of the Company be and are hereby authorized to do, from time to time, all such acts, deeds and things as may be necessaiy to give effect to the above said Resolution."

CORPORATE & REGD. OFFICE AstraZeneca Pharma India Ltd. P. B. No. 4525, Block N1, 12th Floor, Manyata Embassy Business Park, Rachenahalli, Outer Ring Road, Bangalore • 560 045, INDIA

TEL : +91 80 6774 8000 FAX : +91 80 6774 8857 CIN : L24231KA1979PLC003563 WEB : www.astrazeneca.com/india FACTORY 12th Mile on Bellary Road Venkatala, Kattigenahalli Village Yelahanka Bangalore - 560 063 INDIA

TEL : +91 80 6774 9000

2. Alteration of Articles of Association of the Company

RESOLVED that pursuant to the prov1s1ons of Section 14 and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereat: for the time being in force), and as wananted by the aforesaid Act, the Atticles of Association of the Company be and are hereby altered by deleting the existing Articles and by adopting the At·ticles from Table F under the said Act, with such modifications as may be applicable and relevant to the Company, and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company.

RESOLVED FURTHER that the new set of Atticles of Association be and are hereby adopted by the Shareholders to incorporate the provisions relating to the Companies Act, 2013.

RESOLVED FURTHER that the Board of Directors and the Company Secretary of the Company be and are hereby authorized to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this Resolution.

//Certified True Copy// For AstraZeneca Phaima India Limited

PRATAP RUDRA BHUVANAGIRI Digitally signed by PRATAP RUDRA BHUVANAGIRI Date: 2020.06.29 18:26:26 +05'30'

Pratap Rudra Company Secretary & Legal Counsel

CORPORATE & REGO. OFFICE AstraZeneca Pharma India Ltd. P. B. No. 4525, Block N1, 12th Floor, Manyata Embassy Business Park, Rachenahalli, Outer Ring Road, Bangalore - 560 045, INDIA

TEL : +91 80 6774 8000 FAX : +91 80 6774 8857

CIN : L24231KA1979PLC003563

WEB : www.astrazeneca.com/india

FACTORY 12th Mile on Bellary Road Venkatala, Kalligenahalli Village Yelahanka Bangalore - 560 063 INDIA

TEL : +91 80 6774 9000

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

1. Alteration of Memorandum of Association of the Company:

The Companies Act, 2013, has prescribed a new format of Memorandum of Association ("MOA") for public companies limited by Shares. Accordingly, with a view to align the existing MOA of the Company with Table A of the Schedule I of the Act and in accordance with Sections 4 and 13 of the Act, it is proposed to alter the MOA of the Company to be in line with the Structure set out in Table A of Schedule I of the Act.

The amendments are for aligning with the format prescribed under the Companies Act, 2013 only and inter-alia considers the following changes:

• (i) Existing Clauses titles III (A) and III (B) to read as: "3rd (a) - the objects to be pursued by the company on its incorporation are:" "3rd (b) - Matters which are necessary for furtherance of the objects specified in 3 (a)are:"
• (ii) Existing Clause III (C) being delete entirely.
• (iii) Existing Clause IV to read as: "4th - The Liability of the member(s) is limited, and this liability is limited to the amount unpaid, if any, on the shares held by them"
• (iv) Consequent changes in the clauses numberings in the MOA.

The Board at its Meetings held on November 11, 20 I 9 approved alteration of the MOA of the Company and hence seek Members approval for the same.

None of the Directors, Key Managerial Person(s) of the Company or their relatives are concerned or interested, financially or otherwise in the Resolution.

The Board of Directors recommend this Special Resolution for the approval of the Members.

2. Alteration of Articles of Association of the Company:

The Company's current Articles of Association ("AOA'') was adopted in the year 1979 and since then several amendments had been carried out to the AOA.

The existing AOA is based on the Companies Act, 1956 and several regulations in the existing AOA contain references to specific Sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in confo1mity with the Act.

TEL : +91 80 6774 0000 FAX : +91 80 6774 8857 CIN : L24231KA1979PLC003563 WEB : www.astrazeneca.com/india

FACTORY 12th Mile on Bellary Road Venkatala, Kattigenahalli Village Yelahanka Bangalore - 560 063 INDIA

TEL : +91 80 6774 9000

Accordingly, it is proposed to adopt a new set of Articles of Association of the Company as per Table F of the Companies Act, 2013 (which sets oul the model Articles of Association for a Company limited by Shares), with such modifications as may be applicable and relevant to the Company.

The proposed draft of altered AOA is being uploaded on the Company's website for perusal by the Members. Further, a copy of the proposed set of new AOA of the Company is annexed to this Notice.

Pursuant to the provisions of Section 14 of the Act, the consent of the Members by way of a Special Resolution is required for alteration of AOA of the Company.

The Board at its Meetings held on November 11, 2019 approved alteration of the AOA and hence seek Members' approval for the same.

None of the Directors, Key Managerial Person(s) of the Company or their relatives are concerned or interested, financially or otherwise in the Resolution.

The Board of Directors recommend this Special Resolution for your approval.

//Certified True Copy// For AstraZeneca Pharma India Limited

PRATAP RUDRA BHUVANAGIRI Digitally signed by PRATAP RUDRA BHUVANAGIRI Date: 2020.06.29 18:26:41 +05'30'

Pratap Rudra Company Secretary & Legal Counsel

CORPORATE & REGD. OFFICE AstraZeneca Pharma India Ltd. P. B. No. 4525, Block N1, 12th Floor, Manyata Embassy Business Park, Rachenahalli, Outer Ring Road, Bangalore • 560 045, INDIA

TEL : +91 80 6774 8000 FAX : +91 80 6774 8857 CIN : L24231KA1979PLC003563

WEB : www.astrazeneca.com/india

FACTORY 12th Mile on Bellary Road Venkatala, Kattigenahalli Village Yelahanka Bangalore - 560 063 INDIA

TEL : +91 80 6774 9000

Annexure A

Brief highlight of the alteration to Memorandum and Articles of Associations:

• The Objects Clause (Clause 3) of the Memorandum of Association has been bifurcated into main objects and ancillary objects. Accordingly, the erstwhile Clause Ill (C) i.e., Other Objects has been deleted. There is no change in the principle activities of the Company. Clause IV (Liability Clause) of the Memorandum of Association has been substituted to clarify that the liability of the members is limited to the amount unpaid on the shares. This has been done in conformity with the provisions of the Companies Act, 2013.
• The Articles of Association has been altered to adopt Table F of the Companies Act, 2013 with such modifications as may be relevant to the Company. Reference to the sections, subsections, clauses etc., of the Companies Act, 1956 have been substituted with the provisions of the Companies Act, 2013. Few provisions such as issue of shares at discount, which have become redundant due to change in the law have been deleted. Certain provisions which are also covered in the Act have not been reproduced in the new Articles of Association to avoid duplication.

*********

MEMORANDUM OF ASSOCIATION OF

ASTRAZENECA PHARMA INDIA LIMITED

(THE COMPANIES ACT, 1956 AS AMENDED UNDER THE COMPANIES ACT, 2013) COMPANY LIMITED BY SHARES

1st The name of the Company is ASTRAZENECA PHARMA INDIA LIMITED.

2nd The Registered Office of the Company will be situated in the State of Karnataka.

3rd The objects for which the Company is established are:

(a) The objects to be pursued by the Company on its incorporation are:

1. To manufacture, produce, formulate, prepare, buy, market, distribute, exchange, supply, sell or otherwise dispose of, refine, blend, process, pack, or repack, import, export and trade and generally to deal in pharmaceutical, medical, medicinal products, preparations, formulations and specialities, drugs, their formulations and intermediates, organic and inorganic, fine, heavy and other kinds of chemicals and their intermediates, chemical and pharmaceutical compounds, preparations, substances or products and derivatives, by-products, residual products or ingredients required for the manufacture, preparation, processing or use of any of the foregoing.

(b) Matters which are necessary for furtherance of the objects specified in Clause 3(a) are:

• 1. To perform clinical trials and laboratory investigations relating to pharmaceutical and medicinal products and chemical agents;
• 1. To enter into contracts, agreements and arrangements with any other Company, firm or person for the carrying out by such other Company, firm, or person on behalf of the Company, of the objects for which the Company is formed;
• 1. To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market and otherwise deal in all kinds of plant, machinery, apparatus, tools, utensils, receptacles, substances, materials, articles, and things, necessary or convenient for carrying on any of the business or processes of the Company usually dealt in by persons engaged in the like business or processes;
• 1. To carry on business as manufacturers of and dealers in, all types of containers, receptacles, boxes, cartoons, casks, drums, cages, bins, jars, carboys, tubes, crates, packing cases, cans, bottles, vials and finings therefor of every kind required for the business of the Company;
• 1. To manufacture, import, export, deal in or prepare for market, revise, clean, restore, recondition, treat and otherwise manipulate and deal and turn to account by any process or means whatsoever all by-products, refuse and waste; and other products capable of being manufactured or produced out of or with the use of all or any raw materials, ingredients, substances or commodities used in the manufacture of all or any

of the products which the Company is entitled to manufacture or deal in and to make such other use of the same as may be thought fit;

• 1. To buy, sell, manufacture, refine, manipulate, import, and deal in substances, apparatus and things capable of being used in any business of the Company or required by any customers or persons having dealings with the Company;
• 1. To repair, alter, remodel, clean, renovate, convert, manipulate and prepare for resale and resell any goods from time to time belonging to the Company;
• 1. To employ experts to investigate and examine into the condition, prospects, value, character and circumstances of any business, concerns and undertakings and generally of any assets, property or rights;
• 1. To carry on any business or branch of a business which this Company is authorized to carry on by means, or through the agency of any subsidiary Company or Companies, and to enter into any arrangement with such subsidiary Company for taking the profits and bearing the losses of any business or branch so carried on, or for financing any such subsidiary Company or guaranteeing its liabilities, or to make any other arrangement which may seem desirable with reference to any business or branch so carried on including power at any time and either temporarily or permanently to close any such branch or business;
• 1. To appoint Directors or Managers of any subsidiary Company or of any other Company in which this Company is or may be interested;
• 1. To take part in the supervision and control of the business or operations of any Company or undertaking;
• 1. For the purpose mentioned in the preceding clause, to appoint and remunerate any directors, trustees, accountants or other experts or agents;
• 1. To act as agents and brokers for sellers, buyers, exporters, importers, manufacturers, merchants, tradesmen, insurers and others and generally to undertake and carry out agency work and commission business;
• 1. To purchase, take on lease or in exchange, hire, or otherwise acquire any immovable or movable property any rights or privileges which the Company may think necessary or convenient for the purposes of its business and, in particular, any land, buildings, casements, machinery, plant and stock-in-trade, and either to retain any property to be acquired for the purposes of the Company's business or to turn the same to account as may seem expedient;
• 1. To construct, improve, maintain, develop, work, manage, carry out or control any buildings, factories or works, or any roads, ways, branches or sidings, bridges, wells, water-courses, wharves, warehouses, electric works, shops, stores and other buildings for housing employees of the Company and others, or other works and conveniences which may seem calculated directly or indirectly to advance the Company's interests and to contribute or subsidize or otherwise assist or take part in the construction,

improvement, maintenance, development, working, management, carrying out or control thereof;

• 1. To let on lease or on hire-purchase system or to lend or otherwise dispose of any property belonging to the Company, and to finance the purchase of any article or articles, whether made by the Company or not, by way of loans or by the purchase of any such article or articles, and the letting thereof on the hire-purchase system or otherwise howsoever;
• 1. To sell, lease, grant licenses, easements and other rights over and in any other manner deal with or dispose of the undertaking, property, assets, rights and effects 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;
• 1. To acquire and undertake the whole or any part of the business, property, and liabilities of any person, firm or Company carrying on or proposing to carry on any business which the Company is authorized to carry on, or possessed of property suitable for the purpose of this Company, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company;
• 1. To amalgamate with any other Company or Companies, to enter into any partnership or partially amalgamate with or acquire interest in the business of any other Company, person or firm carrying on or engaged in, or about to carry on or engage in any business or transaction included in the objects of the Company, or enter into any arrangement for sharing profits, or for co-operation or for mutual assistance, with any such person, firm or Company, or to acquire, carry on any other business (whether manufacturing or otherwise) auxiliary to the business of the Company or connected therewith or which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render more profitable any of the Company's property, and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenturesstock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture-stock or securities so received;
• 1. To enter into partnership, or into any arrangement for sharing profits or losses, or for any union of interest, joint-adventure, reciprocal concession or co-operation with any person or persons, or Company or Companies carrying on, or engaged in or about to carry on, or engage or being authorized to carry on or engage in, or engage in any business or transaction which this Company is authorized to carry on or engage in or in any business or transaction capable of being conducted so as directly to benefit this Company;
• 1. To acquire, take up and hold shares, stocks, debentures, debenture-stock, bonds, obligations and securities issued or guaranteed by any Company constituted or carrying on business in India or in any foreign country; and debentures, debenturestock bonds, obligations and securities issued or guaranteed by any Government, sovereign, ruler, commissioner, public body, or authority, supreme, municipal, local or otherwise, whether in India or any foreign country;
• 1. To acquire any such shares, stocks, debentures, debenture-stock, bonds, obligations or securities, by original subscription, tender, purchase, exchange or otherwise, and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof, and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof;
• 1. To establish or promote or concur in establishing or promoting any Company or Companies for the purpose of acquiring all or any of the property, rights and liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company and to place or guarantee the placing of, underwrite, subscribe for or otherwise, acquire all or any part of the shares, debentures or other securities of any such other Company;
• 1. To enter into any arrangement with any Government or authority, supreme, municipal, local or otherwise or any person or Company that may seem conducive to the Company's objects or any of them and to obtain from any such Government, authority, person or Company any rights, privileges, charters, contracts, licenses and concessions which the Company may think fit and desirable to obtain and to carry out, exercise and comply therewith;
• 1. To apply for promote, and obtain any Act, charter, privilege, concession, license, authorization, if any, Government, State or municipal, provisional order or license of any authority for enabling the Company to carry any of its objects into effect or for extending any of the powers of the Company, or for effecting any modification of the Company's constitution, or for any other purpose which may seem expedient and to oppose any proceedings or application which may seem calculated, directly or indirectly, to prejudice the Company's interests;
• 1. To apply for, purchase, or otherwise acquire, and protect and renew in any part of the world any patents, patent rights, brevets and invention, trademarks, designs, licenses, concessions, and the like conferring any exclusive or non-exclusive or limited rights to their 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, and to expend money in experimenting upon, testing or improving any such patents inventions or rights;
• 1. To establish, provide, maintain and conduct, or otherwise subsidize research laboratories and experimental work-shops for scientific and technical research and experiments and to undertake and carry on, with all scientific and technical researches, experiments, and tests of all kinds and to promote studies and research, both scientific and technical, investigations and invention by providing subsidizing endowing or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by providing for the remuneration of scientific or technical professors or teachers and by providing for the award of exhibitions, scholarships, prizes and grants to students

or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, tests and inventions of any kind that may be considered likely to assist any of business which the Company is authorized to carry on;

• 1. To make donations to such persons or institutions and in such cases and either of cash or any other assets as may be thought directly or indirectly conducive to any of the Company's objects or otherwise expedient and, in particular, to remunerate any person or corporation introducing business to this Company, and also to subscribe, contribute, or otherwise assist or guarantee money for charitable, scientific, religious or benevolent, national, public, cultural, educational or other institutions, objects or for any exhibition or for any public, general or other objects and to establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences for the benefit of the employee or employees (including Directors) of the Company or its predecessors in business or of persons having dealings with the Company or the dependents, relatives or connections of such persons and, in particular, friendly or other benefit societies and to grant pensions, allowances, gratuities and bonuses, either by way of annual payments or a lump sum, and to make payments towards insurance and to form and contribute to provident benefit funds and other welfare funds of or for such persons;
• 1. To refer, or agree to refer, any claim, demand, dispute or any other question, by or against the Company, or in which the Company is interested or concerned, and whether between the Company and the member or members of his or their representatives, or between the Company and third parties, to arbitration in India or at any place outside India and to observe and perform and to do all acts, deeds, matters and things to carry out or enforce the award;
• 1. To pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the promotion, formation and registration of the Company or the issue of its capital, including brokerage and commission for obtaining applications for or taking, placing or underwriting or procuring the underwriting of shares, debentures or other securities of the Company;
• 1. To pay preliminary expenses of any Company promoted by the Company, or any Company in which the Company is or may contemplate being interested, including in such preliminary expenses all or any part of the costs and expenses of owners of any business or property acquired by Company;
• 1. To pay for any rights or property acquired by the Company and to remunerate any person or Company for services rendered or to be rendered in placing of shares in the Company's capital or any debentures, debenture-stock, or other securities of the Company, or in or about the formation or promotion of the Company, or the acquisition of property by the Company or the conduct of its business whether by cash payment or by the allotment of shares, debentures, or other securities of the Company, credited as paid up in full or in part or otherwise;
• 1. To adopt such means of making known the business of the Company as may seem expedient and, in particular, by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals, and by granting prizes, rewards and donations;
• 1. To lend and advance money or to give credit 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 and to guarantee the performance of any contract or obligation and the payment of money of or by any such persons or Companies and generally to give guarantee and indemnities;
• 1. To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined. But the Company shall not carry on the business of banking within the meaning of the Banking Regulation Act, 1949;
• 1. To receive money deposit or loan and borrow or raise money in such manner as the Company shall think fit, and, in particular, by the issue of debentures, or debenturestock (perpetual or otherwise) and to secure the payment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the Company (both present and future), including its uncalled capital, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company or any other person or Company of any obligation undertaken by the Company or any person or Company as the case maybe;
• 1. To undertake and execute any trusts, the undertaking of which may seem to the Company desirable and either gratuitous or otherwise;
• 1. To undertake, carry out, promote, contribute to or sponsor any programme of rural health or development including any programme for mass immunization or for promoting the health, social and economic welfare, or the uplift of the public in any rural area, to assist in the execution and promotion of any such programmes either directly or through the agency of any persons or in any other manner and to incur expenditure on any such programme of rural health or development with power to the directors to transfer, with or without consideration, or divert the ownership of any property of the Company to or in favour of any person or persons including any public or local body or authority, Central or State Government, any public institution or any trust or fund as the Directors may in their sole and absolute discretion decide;
• 1. To draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments or securities;
• 1. To sell, improve, manage, develop, exchange, lease, mortgage, dispose of or otherwise deal with all or any part of the property and rights of the Company for the time being ;
• 1. Subject to the provisions of the Companies Act, 2013, to distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company but so that no distribution amounting to a reduction of capital

be made except with the sanction, if any, for the time being required by law;

• 1. To insure the whole or any part of the property of the Company, either fully or partly, to protect and indemnify the Company from liability or loss in any respect either fully or partly, and also to insure and to protect and indemnify any part or portion thereof, either on mutual principle or otherwise;
• 1. To carry out in any part of the world all or any part of the Company's objects as principal, agent, factor, trustee, contractor, or otherwise, either alone or in conjunction with any other person, firm, association, corporate body, municipality, province, state or government or colony or dependency thereof;
• 1. To exercise all or any of its corporate powers rights and privileges and to conduct its business, in all or any of its branches in the Union of India and in any or all states, territories, possessions, colonies and dependencies thereof and in any or all foreign countries, and for this purpose to have discontinue such number of offices and agencies therein as may be convenient;
• 1. To appoint agents for purchasing, selling and distributing the products manufactured by the Company or any of them in any part of the world;
• 1. To procure the Company to be registered or recognized in any part of the world;
• 1. To do all and everything necessary suitable or proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporate bodies, firms or individuals, and to do every other act, thing, or things, incidental or appurtenant to, or growing out of, connected with the aforesaid business or powers, or any part or parts thereof, provided the same be not inconsistent with the laws of the Union of India;

4th The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.

5th The Authorized Share Capital of the Company is C 5,00,00,000/- (Rupees Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of C 2/- (Rupees Two only) each.

We, the several persons whose names and address 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

SrNo.	Name address, description andoccupations of each subscriber	No. of Shares takenby subscribers
1.	M. VARANDARAJAN7-1-21A, BegumpetHyderabad - 500 016Industrialist	One	Witness for allsignaturesSd/-(P D Amashi)S/o H D Amashi.Deputy ManagerFinanceMIT LaboratoriesDivision of IDLChemicals Ltd.Malleswaram.Bangalore 560 003
2.	V. C. KATOCHNo. 258 A. Greater KailashNew Delhi - 110 014Company Director	One
3.	S.V. RAMAN453, 11th Cross RoadSadasivanagar,Bangalore - 560 006Service	One
4.	V.G.K. THATHACHARY7-2-48/1, BegumpetHyderabad - 500 016Service	One
5.	M.S. NILAKATANKalpakam1/72, ZP TamakaSecunderabad - 510 017Service	One
6.	A.K. CHATTERJEE8-2-268/2, B/1Road No. 2, Banjara HillsHyderabad - 500 034Company Executive	One
7.	C.S. HARIHARANPlat No. 1Krishna Bhavan ColonyWallington RoadSecunderabad - 500 026Company Executive	One
8.	DARIUS ERACH UDWADIAEmpress CourtDinshaw Vachha RoadBombay - 400 020Solicitor & Advocate	One

Dated this FIRST day of JUNE 1979

ARTICLES OF ASSOCIATION

OF

ASTRAZENECA PHARMA INDIA LIMITED

(Public Company Limited By Shares)

Incorporated under the Companies Act, 1956 as Amended under the Companies Act, 2013

PRELIMINARY

(1) In these Articles:

"The Act" and reference to any Section or provision thereof respectively means and includes the Companies Act, 2013 and any statutory modification or re-enactment thereof for the time being in force and reference to the Section or provisions of the Act or such statutory modification.

"Article" or "these Articles" means the Articles set out herein.

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

"Board" or "Board of Directors" means the Board of Directors and the Directors collectively or a Meeting of the Directors duly called and constituted or, as the case may be, the Directors assembled at the Board or the Directors of the Company collectively.

"Capital" means the Share Capital for the time being raised or authorised to be raised for the purpose of the Company.

"Chairman" means the Chairman of the General Meetings and Board as referred to, in these Articles.

"The Company" or "the Corporation" means ASTRAZENECA PHARMA INDIA LIMITED.

"Debenture" includes Debenture-Stock.

"Director" means a Director appointed to the Board of the Company.

"Dividend" includes any interim dividend.

"General Meeting" means the Annual General Meeting and Extra Ordinary General Meeting of the Company, as the case may be, as defined by the relevant provisions of the Act.

"Managing Director" means the Managing Director or Managing Directors of the Company for the time being.

"Member" means a duly registered holder of Shares from time to time and includes the subscribers to the memorandum of the Company and beneficial owners as defined in the Depositories Act, 1996.

"Officer" includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act.

"Ordinary Resolution" and "Special Resolution" shall have the meanings assigned thereto respectively under the Act.

"Month" means Calendar Month.

"Office" means the Registered Office for the time being of the Company.

"Paid up" includes credited as paid-up.

"Person" includes corporations as well as individuals.

"Proxy" includes Attorney duly constituted under a Power of Attorney.

"The Registrar" means the Registrar of Companies of the state in which the registered office of the Company is situated for the time being.

The word "Debenture" includes Debenture-Stock.

"Seal" means the Common Seal for the time being of the Company.

"Securities" means the securities as defined in clause (h) of Section 2 of the Securities Contracts (Regulation) Act, 1956.

"Secretary" means any individual possessing qualifications prescribed for the time being by Rules made under the Act and appointed to perform the duties, which may be performed by a Secretary under the Act and any other ministerial or administrative duties.

"Shareholder" means any person(s) who is a holder of any class of Shares.

"Shares" and "Shares in the Company" mean all classes of Shares in the Capital of the Company or any class thereof, as the case may be and includes any and all the rights conferred on a person by the ownership of such shares.

"Whole Time Director" includes a Director in the whole-time employment of the Company.

"Year" means the calendar year, and "Financial Year" shall have the meaning assigned thereto by Section 2(41) of the Act.

Words importing the masculine gender also include the feminine gender.

Words importing the singular number include, where the context admits or requires, the plural number and vice versa.

"In writing" and "written" include printing or lithography or any other modes of representing or reproducing words in visible form.

(2) Unless the context otherwise requires, words or expressions contained in these Articles of Association shall bear the same meaning as in the Act, or any statutory modification thereof in force on the date on which these Articles become binding on the Company.

1. APPLICATION OF TABLE 'F'

For the matters not provided herein, the provisions contained in Table 'F' shall apply to the Company.

2. PUBLIC COMPANY

The Company is a Public Company within the meaning of Section 2(71) of the Act, and accordingly:

• (i) Does not restrict the right to transfer its shares;
• (ii) Does not limit the number of its members to be two hundred;
• (iii) Does not prohibit any invitation to the public to subscribe for any securities of the Company.

3. SHARE CAPITAL

• i. The Authorised Share Capital of the Company shall be such amount as stated in the Company's Memorandum from time to time, with such rights, privileges and conditions attaching thereto as may be determined by the Company in General Meeting, and if no direction be given, as the Directors may determine.
• ii. The Shares of the Company shall be under the Control of the Board, subject to the provisions of the Act and Articles contained herein. The Board may issue, allot, or otherwise dispose off Shares in such manner as it may deem proper subject to the Act and such other applicable laws.

4. ALTERATION OF SHARE CAPITAL

• i. The Company may, from time to time, by Ordinary Resolution, increase the Share Capital by such sum, to be divided into Shares of such amount, as may be specified in the Resolution.
• ii. Subject to the provisions of Section 61, the Company may, by Ordinary Resolution:
  • a. consolidate and divide all or any of its Share Capital into shares of larger amount than its existing Shares;
  • b. convert all or any of its fully paid-up Shares into Stock, and reconvert that Stock into fully Paid-up Shares of any denomination;
  • c. sub-divide its existing Shares or any of them into Shares of smaller amount than is fixed by the memorandum;
  • d. cancel any Shares which, at the date of the passing of the Resolution, have not been taken or agreed to be taken by any person.
• iii. Where Shares are converted into Stock:
  • a. the holders of Stock may transfer the same or any part thereof in the same manner

as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

• b. the holders of Stock shall, according to the amount of Stock held by them, have the same rights, privileges and advantages as regards dividends, voting at Meetings of the Company, and other matters, as if they held the Shares from which the Stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in Shares, have conferred that privilege or advantage.
• c. such of the regulations of the Company as are applicable to paid-up Shares shall apply to Stock and the words Shares and Shareholders in those regulations shall include Stocks and Stock-holders respectively.
• iv. The Company may, by Special Resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law:
  • a) its Share Capital;
  • b) any Capital Redemption Reserve Account; or
  • c) any Share Premium Account.

5. TRANSMISSION OF SHARES

• i. On the death of sole member, his nominee(s), if any, shall be the only person(s) recognised by the Company as having any title to his interest in the Shares to the exclusion of succession laws applicable to the deceased member.
• ii. In the case of the death of any one or more of the persons named in the Register of Members as the joint-holder of any share, the survivor or survivors shall be the only persons recognized by the Company as having any title to or interest in such share, but nothing herein contained shall be taken to release the estate of a decreased joint-holder from any liability or shares held by him jointly with any other person.
• iii. The executors or administrators or holders of a Succession Certificate or the legal representatives of a decreased member (not being one or two more joint-holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such member, and the Company shall not be bound to recognize such executors or administrators or holders of a Succession Certificate or the legal representative unless they shall have first obtained Probate or Letters of Administration or Succession Certificate as the case may be, from a duly constituted Court in the Union of India. Provided that in

any case where the Board in its absolute discretion thinks fit, the Board may dispense with production of Probate or Letters of Administration or Succession Certificate, upon such terms as to indemnity or otherwise as the Board in its absolute discretion may think necessary.

• iv. Every member shall deliver to the Company a nomination in accordance with and subject to the Rules made by the Board.
• v. In case, the nomination is not made as provided above, it shall be deemed that a nomination has been made by the deceased member himself, in the following order of precedence:

a. a spouse, if any;

b. child or children, if any, jointly;

EXPLANATION: This includes both unmarried and married children of both sexes.

6. NOMINATION

Equity holders of Shares/Debenture holders may nominate a person to whom its Shares in, or the debentures of the Company, shall vest, in accordance with the provisions contained in the Act.

7. SHARES IN ELECTRONIC FORM

(A) Definition:

'Depository' shall mean a Depository as defined under clause (e) of sub section (1) of Section 2 of the Depositories Act, 1996.

'Beneficial Owner' shall mean the beneficial owner as defined in clause (a) of sub section (1) of Section 2 of the Depositories Act, 1996.

'Shareholder' or 'Member' means the duly registered holder of the Shares from time to time and includes the subscribers to the Memorandum of Association of the Company and the beneficial owner(s) as defined in clause (a) of sub Section (1) of section 2 of the Depositories Act, 1996.

'SEBI' means the Securities and Exchange Board of India.

'Bye-laws' means bye-laws made by a Depository under Section 26 of the Depositories Act, 1996.

'Depositories Act' means the Depositories Act, 1996 including any statutory modifications or re-enactment thereof for the time being in force.

'Record' includes the records maintained in the form of books or stored in a computer or in such other form as may be determined by the Regulations.

'Regulations' means the regulations made by SEBI.

'Security' means shares, debentures and such other security as may be specified by SEBI from time to time.

(B) Dematerialisation of securities

Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its securities in dematerialised form, pursuant to the Depositories Act and the rules framed there under, as follows:

5(e) 'The shares in the capital shall be numbered progressively according to their several denominations, provided however, that the provisions relating to progressive numbering shall not apply to the shares of the Company which are dematerialised in future or issued in future in dematerialised form'.

5(f) 'The Company shall be entitled to dematerialize its existing shares, rematerialise its shares held in the Depositories and/or to offer its fresh shares, debentures and other securities, in a dematerialised form pursuant to the Depositories Act, 1996 and the rules framed there under, if any'.

(C) Option to receive security certificates or hold securities with Depository

• i. Every person subscribing to the securities offered by the Company shall have the option to receive the security certificates or hold securities with a depository.
• ii. Where a person opts to hold a security with a Depository, the company shall intimate such depository the details of allotment of the security, and on receipt of such information the Depository shall enter in its record the name of the allottee as the beneficial owner of the security.

(D) Securities in depositories to be in fungible form

• i. All securities held by a Depository shall be dematerialised and shall be in fungible form.
• ii. Nothing contained in Section 89 of the Act shall apply to a Depository in respect of the securities held by it on behalf of the beneficial owners.
• iii. In case of transfer or transmission of shares or other marketable securities where the Company has not issued any certificates and where such shares or securities are being held in any electronic and fungible form, the provisions of the Depositories Act, 1996, shall apply.

(E) Rights of Depositories and Beneficial Owners

• i. Notwithstanding anything to the contrary contained in the Articles or in any other law for the time being in force, a Depository shall be deemed to be registered owner for the purpose of effecting transfer of ownership of security on behalf of a beneficial owner.
• ii. Save as otherwise provided in article (i) above, the Depository as a registered owner shall not have any voting rights or any other rights in respect of securities held by it.
• iii. Every person holding securities of the Company and whose name is entered as beneficial

owner in the records of the Depository shall be deemed to be the member of the Company. The beneficial owner shall be entitled to all the rights and benefits and be subjected to all the liabilities in respect of his securities held by a Depository.

iv. Nothing contained in the foregoing Article shall apply to transfer of security effected by the transferor and the transferee both of whom are entered as Beneficial Owners in the records of Depository.

(F) Depository to furnish information

Every Depository shall furnish to the Company information about the transfer of securities in the name of the beneficial owners at such intervals and in such manner as may be specified by the bye-laws and the Company in this behalf.

(G) Option to opt out in respect of any such security

• i. If a beneficial owner seeks to opt out of a Depository in respect of any security, he shall inform the Depository accordingly.
• ii. The Depository shall on receipt of such information make appropriate entries in its records and shall inform the Company.
• iii. The Company shall, within (30) days of the receipt of intimation from a Depository and fulfilment of such conditions and on payment of such fees as may be specified by the Regulations, issue the certificate of securities to the beneficial owner or the transferee, as the case may be.

(H) Section 56 of the Act not to apply

Notwithstanding anything to the contrary contained in the Articles:

i. Nothing contained in Section 56 of the Act shall apply to a transferor and the transferee both of whom are entered as beneficial owners in the records of a Depository.

(I) Registers and Index of beneficial owners

• i. The Register and index of beneficial owners maintained by a Depository under Section 11 of the Depositories Act shall be deemed to be the Register and index of members for the purposes of the Act and these Articles.
• ii. Except as ordered by a court of competent jurisdiction or by Law required, the Company shall be entitled to treat the person whose name appears on the Register of members as the holder of any share or whose name appears as the beneficial owner of shares in the records of the Depository, as the absolute owner thereof and accordingly shall not be bound to recognise any trust, or equity and equitable contingent or other claim to or interest in such share on the part of any other person, whether or not it shall have express or implied notice thereof.
• iii. The Company shall keep a Register and index of Members in accordance with all applicable provisions of the Companies Act and the Depositories Act, 1996 with details of Shares

held in material and dematerialised forms in any media as may be permitted by Law including in any form of electronic media. The Company shall be entitled to keep in any State or Country outside India, a branch Register of members resident in that State or Country.

iv. The Company shall keep a Register of Transfers and shall have recorded therein fairly and distinctly particulars of every transfer or transmission of any share held in material form. The transferor shall be deemed to remain the holder of the Shares until the name of the transferee is entered on the Register of Members in respect thereof.

8. DIVIDEND

i. DIVISION OF PROFITS

The profits of the Company, subject to any special rights relating thereto created or authorised to be created by these Articles shall be divisible among the members in proportion to the amount of capital paid-up or credited as paid-up on the Shares held by them respectively.

ii. THE COMPANY IN GENERAL MEETING MAY DECLARE A DIVIDEND

The Company in General Meeting may declare dividends to be paid to members according to their respective rights, but no dividends shall exceed the amount recommended by the Board, but the Company in General Meeting may declare a smaller dividend.

iii. DIVIDENDS ONLY TO BE PAID OUT OF PROFITS

No dividend shall be declared or paid otherwise than out of profits of the financial year arrived at after providing for depreciation in accordance with the provisions of Section 123 of the Act or out of the profit of the Company and remaining undistributed or out of both, provided that;

• (a) If the Company has not provided for depreciation for any previous financial year or years, it shall, before declaring or paying a dividend for any financial year, provide for such deprecation out of the profits of the financial year or out of the profits of any other previous financial year or years;
• (b) If the Company has incurred any loss in any previous financial year or years, the amounts of the loss or an amount which is equal to the amount provided for depreciation for that year or those years whichever is less, shall be set off against the profits of the Company for the year for which the dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both case after providing for depreciation in accordance with the provisions of Section 123 of the Act or against both.

iv. INTERIM DIVIDEND

The Board may subject to provisions of the Act, from time to time, pay to the members, such interim dividend as in its judgement the position of the Company justifies.

v. CAPITAL PAID UP IN ADVANCE AT INTEREST NOT TO EARN DIVIDEND

Where capital is paid in advance of call, such capital may carry interest but shall not in respect thereof confer a right to dividend or participate in profits or voting rights.

vi. DIVIDEND IN PROPORTION TO AMOUNT PAID-UP

All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

vii. RETENTION OF DIVIDENDS UNTIL COMPLETION OF TRANSFER

The Board may retain the dividends payable upon Shares in respect of which any person is entitled to transfer, until such person shall become a member, in respect of such shares or shall duly transfer the same.

viii. DIVIDEND ETC., TO JOINT HOLDERS

Any one of several persons who are registered as the Joint holders of any share may give effectual receipts for all dividends or bonus or other moneys payable in respect of such Shares.

ix. NO MEMBER TO RECEIVE DIVIDEND WHILE INDEBTED TO THE COMPANY AND COMPANY'S RIGHT OF REIMBURSEMENT THEREOF

No member shall be entitled to receive payment of any interest or dividend in respect of his Share or Shares, while any money may be due or owing from him to the Company in respect of such Share or Shares, or otherwise, however, either alone or jointly with any other person or persons and the Board may deduct from the interest or dividend payable to any member all sums of the money so due from him to the Company.

x. TRANSFER OF SHARES MUST BE REGISTERED

A transfer of Shares shall not pass the right to any dividend declared thereon before the registration of the transfer.

xi. DIVIDEND HOW REMITTED

Unless otherwise directed, any dividend may be paid by Cheque or warrant or by a pay slip or receipt having the force of a cheque or warrant sent through the post to the registered address of the member or person entitled or in case of joint holders to that one of them first named in Register in respect of the joint holders. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or pay slip or receipt lost in transmission; or for any dividend lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the forged signature of any pay slip or receipt or the fraudulent recovery of the dividend by any other means.

xii. UNCLAIMED DIVIDEND

Dividends unclaimed will be dealt in accordance with the provision of the Act, as may be applicable from time to time.

xiii. NO INTEREST ON DIVIDENDS

No unpaid dividend shall bear interest as against the Company.

xiv. DIVIDEND AND CALL TOGETHER

Any General Meeting declaring a dividend may, on the recommendation of the Directors, make a call on the members of such amount as the Meeting fixes, but so that call on each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend; and the dividend may, if so arranged, between the Company and the member, be set off against the calls.

9. CAPITALIZATION OF PROFITS

• i. The Company in General Meeting, may upon the recommendation of the Board, resolve:
  • a. That it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company's reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and
  • b. That such sum be accordingly set free for the distribution in the manner specified in clause (2) amongst the members who have been entitled thereto, if distributed by way of dividend and in the same proportions.
• ii. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (3), either in or towards:
  • a. Paying up any amounts for the time being unpaid on any Shares held by such members respectively.
  • b. Paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportion aforesaid. Or
  • c. Partly in the way specified in sub clause ii(a) and partly in that specified in sub clause ii(b).
• iii. A Share Premium Account and a capital redemption reserve account may for the purpose of this regulation, only be applied in the paying up of unissued Shares to be issued to members of the company as fully paid bonus shares.
• iv. The Board shall give effect to the Resolution passed by the Company in pursuance of this article.

10. NUMBER OF DIRECTORS

There shall be a minimum of 3 and maximum of 12 Directors including all kinds of Directors.

11. APPOINTMENT AND TENURE OF DIRECTORS

• i. The first Directors of the Company are:
  • a. Mr. M. Varadarajan
  • b. Mr. V. C. Katoch and
  • c. Mr. D. E. Udwadia
• ii. The Directors shall cease to be Directors in case of death, resignation or removal as per the Act or disqualification or withdrawal of nomination by the nominating authority.
• iii. The Board may appoint Additional Directors in accordance with the provisions of Section 161(1) of the Act for the benefit of the Company in general, and in particular, when there is no quorum at the Board Meeting, and such Meeting has to be conducted without adjournment.
• iv. The Board may appoint Alternate Directors as and when required subject to the provisions of Section 161(2) of the Act.

v. Nominee Director

• a) Notwithstanding anything contained in sub-article (i) and (ii) hereof, financial institutions or banks who have granted long term loans to the Company may appoint Nominee Directors, during the period of their loans remaining unpaid, subject to the provisions of Section 25 of the Industrial Finance Corporation Act, 1948 and Section 27 of the Finance Corporation Act, 1951, as the case may be, or such agreement or arrangement, as has been mutually agreed upon.
• b) The Nominee Directors so appointed shall not retire by rotation.
• c) The Nominee Directors shall have the same rights and privileges in respect of voting rights at the Board Meetings, payment of sitting fee and reimbursement of travelling expenses in the same manner as admissible to other Directors.

vi. Appointment of Directors by Astra Pharmaceuticals AB, Sweden

• a) Astra Pharmaceuticals AB, Sweden shall have the right to nominate one person as a Director of the Company and to remove such person from office and on a vacancy being caused in such office from any cause whatsoever, including resignation, death or removal of any such person so appointed, to appoint another in the vacant place.

• b) Any appointment or removal of a director under this Article shall be by a notice in writing addressed to the Company under the hand of President, Vice President, a Director or Secretary of Astra Pharmaceuticals AB, Sweden and shall take effect forthwith upon such notice being delivered to the Company.

• c) For the purposes of this Article, the expression "Astra Pharmaceuticals AB", shall mean and include any body corporate in which Aktlebolag Astra, Sweden has amalgamated or merged.

• d) The right conferred on Astra Pharmaceuticals AB, Sweden by the foregoing subclauses of this Article shall be exercisable by Astra Pharmaceuticals AB, Sweden so long as it hold not less than 20% per cent of the paid-up equity share capital of the Company.

• e) The right of appointment of a Director conferred on Astra Pharmaceuticals AB, under this Article shall not be determined by reason of any change in the name or style of Astra Pharmaceuticals AB, Sweden or any body corporate in which Astra Pharmaceuticals AB, has amalgamated or merged.

12. QUALIFICATION OF DIRECTORS

No Director shall be required to hold Qualification Shares.

13. SITTING FEE, COMMISSION AND EXPENSES

• i. The Company may pay sitting fees to any Director for attending the Board, Committee or General Meetings of the Company as may be decided by the Board of Directors from time to time. Subject to the requisite approvals, the Directors may be paid commission on profits also.
• ii. The Directors may however be paid all travelling, hotel and other expenses properly incurred by them:
  • a. In attending and returning from Meetings of the Board or any Committee thereof or General Meeting of the Company; or
  • b. In connection with the activities of the Company.

14. APPOINTMENT OF MANAGING/ WHOLE TIME DIRECTOR

• i. The Board may appoint one or more of its body to the office of the Managing Director or Whole Time Director by whatsoever designation on such terms and conditions, including remuneration and privileges, as may be thought proper.
• ii. The Board may vest in such appointee(s) such powers and discretion as may be deemed necessary and expedient.
• iii. Notwithstanding anything contained herein, the Board shall have power to revoke such appointments before expiry of their tenure in the best interest of the Company and such revocation shall not be deemed to be removal within the meaning of Section 169 of the Act.

15. POWERS OF THE BOARD

Without prejudice to the general powers conferred on the Board by the Act and the Articles of Association of the Company, the Board shall have the following powers:

i. to borrow, with or without security, from any source, without any restrictions as to ceiling, however, subject to the provisions of the Act.

• ii. sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the Company, or where the Company owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking;
• iii. to make loans or lend money to anyone with security and interest as may be deemed appropriate to achieve the objectives of the Company.
• iv. to invest the funds of the Company in any manner as may be deemed appropriate to achieve the objectives of the Company.
• v. to give guarantee or provide any security for any amount, with or without consideration.
• vi. to draw, make, accept, negotiate, endorse, discount, assign, execute, issue, buy or sell, promissory notes, bills of exchange, bills of lading and other negotiable instruments.
• vii. to contribute to charitable or other funds, make donations in any form, statutorily required or otherwise.
• viii. to remit or give time for the payment, any debt due by a customer or buyer or an employee.
• ix. to write off any bad debts.
• x. to pay preliminary expenses, including those of any Company promoted by the Company.
• xi. to adopt, execute any or all the pre-incorporation contracts.
• xii. to delegate any or all the powers contained herein to any functional Directors, with an authority for further sub-delegation.
• xiii. to purchase any property movable or immovable in India.
• xiv. to appoint an attorney(ies) of the Company, with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) as may be deemed proper and to revoke such appointments.
• xv. to frame rules where required by the provisions of these Articles.
• xvi. to issue securities, including debentures, whether in or outside India and
• xvii. Generally to do all deeds and things as the expedience of the business warrants.

16. POWERS OF THE CHAIRMAN

• i. The Chairman shall preside over every Board Meeting and General Meeting.

• ii. In the event of equality of votes, the Chairman shall have a casting vote, in addition to his own vote as a Director or a member as the case may be.

• iii. The Chairman may adjourn Board Meeting or a General Meeting or a Meeting of any Committee, as he may deem proper, if and when:

• a. a quorum is not present within 15 minutes from the time appointed for holding the Meeting;

• b. a poll is demanded;

• c. a member raises a point of order (strictly confined to incorrect procedure, irrelevancy and unparliamentarily language or transgressing the provisions of Articles of Association of the Company);

• iv. The Chairman may at his discretion close a debate of motion by the member, if he is satisfied that such debate serves no useful and constructive purpose. The Chairman (if any) of the Board shall be entitled to take the chair at every General Meeting, whether Annual or Extraordinary. If there be no such Chairman of the Board, or if at any meeting he shall not be present within fifteen minutes of the time appointed for holding such meeting, of if he shall be unable or unwilling to take the chair, then the Managing Director (or where there is more than one Managing Director such one of them as shall be determined by agreement between present may choose one of their number to be the Chairman of the meeting. If no director be present or if all the directors present decline to take the chair, then the Members present shall elect one of their number to be Chairman. No business shall be discussed at any General Meeting except the election of a Chairman, while the Chair is vacant.

17. PROCEEDINGS OF THE BOARD

• i. (a) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its Meetings, as it thinks fit.

  • (b) A Director may, and the Manager or Secretary on the requisition of a Director shall, at any time, summon a Meeting of the Board.

• ii. (a) Save as otherwise expressly provided in the Act, questions arising at any Meeting of the Board shall be decided by a majority of votes.

  • (b) In case of an equality of votes, the Chairman of the Board, if any, shall have a second or casting vote.

• iii. The continuing Directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a Meeting of the Board, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that fixed for the quorum, or of summoning a General Meeting of the Company, but for no other purpose.

• iv. (a) The Board may elect a Chairman of its Meetings and determine the period for which he is to hold office.

  • (b) If no such Chairman is elected, or if at any Meeting the Chairman is not present within five minutes after the time appointed for holding the Meeting, the Directors present may choose one of their number to be Chairman of the Meeting.

• v. (a) The Board may, subject to the provisions of the Act, delegate any of its powers to Committees consisting of such member or members of its body as it thinks fit.

• (b) Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

• vi. (a) A Board/Committee may elect a Chairman of its Meetings.

  • (b) If no such Chairman is elected, or if at any Meeting the Chairman is not present within five minutes after the time appointed for holding the Meeting, the Directors/members present may choose one of their Directors/members to be Chairman of the Meeting.

• vii. (a) A Board/Committee may meet and adjourn as it thinks fit.

  • (b) Questions arising at any Meeting of a Board/Committee shall be determined by a majority of votes of the Directors/members present, and in case of an equality of votes, the Chairman shall have a second or casting vote.

• viii. All acts done in any Meeting of the Board or of a Committee thereof or by any person acting as a Director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such Directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Director or such person had been duly appointed and was qualified to be a Director.

• ix. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a Committee thereof, for the time being entitled to receive notice of a Meeting of the Board or Committee, shall be valid and effective as if it had been passed at a Meeting of the Board or Committee, duly convened and held.

18. AUTHORITY TO CALL BOARD MEETINGS

• i. The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its Meetings, as it thinks fit.
• ii. A Director may, and the Manager or Secretary on the requisition of a Director shall, at any time, summon a Meeting of the Board.

19. MEETINGS

• i. The Board and General Meetings of the Company can be convened through video conference as per the Act.
• ii. The Company shall adhere to the Secretarial Standards issued from time to time by the Institute of Company Secretaries of India relating to the Board and General Meetings, if so directed by the Central Government.

20. QUORUM

• i. Quorum for the General Meetings shall be as per the provisions of the Act.
• ii. Two (2) Directors or one third of the total number of Directors as on the date whichever is higher shall be the quorum for the Meetings of the Board/Committee.
• iii. If at the adjourned General Meeting a quorum is not present within half-an-hour from the time appointed for holding the Meeting, the members present shall be a quorum.

21. PERIOD OF NOTICE FOR CALLING GENERAL MEETING

• i. A written notice of not less than 21 (Twenty-one) clear days shall, for every General Meeting, be given to the members to their addresses recorded in the Register of Members or through electronic mode. However, the General Meeting may be convened by giving shorter notice with the consent of the Shareholders as per the provisions of the Act.
• ii. A notice, in pursuance of sub-article (i) shall be required to be given for every adjourned Meeting of the Company.
• 22. CONTENTS OF NOTICE; PERSONS TO WHOM IT IS TO BE SERVED AND GENERAL SERVICE OF DOCUMENTS
• i. Every notice of a General Meeting shall specify the place, the day and the time of the Meeting and the agenda of business to be transacted thereat.
• ii. Notice of every General Meeting shall be served on the members of the Company, who are entitled to vote thereat, and the Auditors of the Company, in case of the Annual General Meeting.
• iii. Where a document or notice is sent by post, service of the document or notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the document or notice, provided that where a member has intimated to the Company in advance that documents or notices should be sent to him under a certificate of posting or by registered post with or without acknowledgement due and has deposited with the Company a sum sufficient to defray the expenses of doing so; service of the document or notice shall not be deemed to be effected unless it is sent in the manner intimated by the member and such service shall be deemed to have been effected in the case of a Notice of a meeting, at the expiration of forty-eight hours after the letter containing the document or notice is posted and in any other case, at the time at which the letter would be delivered in the ordinary course of post.

23. ACCOUNTS

• i. The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the account and books of the Company or any of them shall be open to the inspection of members (not being Directors).
• ii. No member (not being a Director) shall have any rights of inspecting any accounts or books of accounts of the Company except as conferred by the law or authorised by the Board or by the Company in General Meeting.

24. REGISTERS & INSPECTION

The register of charges, register of investments, register of members and the minutes of the meeting of the shareholders and annual returns shall be kept at the registered office of the Company and shall be open, during business hours on all working days, for such periods not being less in the aggregate than two hours in each day (11 am to 1 pm) for inspection of any shareholder without charge. In the event such shareholder conducting inspection of the abovementioned documents requires extracts of the same, the Company may, except where the extract is to be given free of charge as per the Act or other application provision of law, charge a fee which shall not exceed rupees ten per page or such other limit as may be prescribed under the Act or other applicable provisions of Law.

25. BUY BACK OF SHARES

The Company may purchase its own Shares/securities in accordance with the provisions contained in Sections 68 to 70 of the Act and the rules made there under in pursuance of the guidelines issued by the Central Government.

26. AUDIT

The Auditors of the Company shall be appointed as per the Act.

27. WINDING UP

Subject to the provisions of the Act and rules made there under:

• i. If the Company shall be wound up, the Liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not.
• ii. For the purpose aforesaid, the Liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.
• iii. The Liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories, if he considers necessary, but so that no member shall be compelled to accept any Shares or other securities whereon there is any liability.

28. INDEMNITY

• i. The Board shall be entitled to meet out of the funds of the Company to defend, every officer of the Company as defined by Section 2(59) of the said Act, or any person (whether an officer of the Company or not) employed by the Company, against all claims made on them (including losses and expenses), in or about the discharge of their respective duties.
• ii. Every Officer of the Company, as defined by Section 2(59) of the said Act, or any person (whether an Officer of the Company or not) employed by the Company, shall be indemnified from all claims, losses and expenses expended by them, respectively in or about the discharge of their respective duties, out of the funds of the Company against all liabilities, including attorney fees, incurred by them in defending any proceedings under the Act, or other laws applicable to the Company, and/or its subsidiaries in any jurisdiction.
• iii. The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or former directors, key managerial personnel and others employed by the Company, for indemnifying all or any of them against any liability for any acts in relation to the Company for which they may be liable but have acted honestly and reasonably.
• iv. No Director of the Company, Manager, Secretary, Trustee, Auditor and other officer

or servant of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or servant or for joining in any receipts or other act for the sake of conformity merely or for any loss or expenses happening to the Company through the insufficiency or deficiency in point of titles or value of any property acquired by the order of the Directors for or on behalf of the Company or mortgaged to the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, company or corporation to or with whom any moneys, securities or effects of the Company shall be entrusted or deposited or for any loss occasioned by any error of judgement, omission default or oversight on his part or for any other loss, damage or misfortune whatever which shall happen in relation to the execution or performance of the duties of his office or in relation thereto, unless the same happen through his own dishonesty.

29. COMMON SEAL

• i. The Board may provide a Common Seal for the purposes of the Company, and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof. The Board shall provide for the safe custody of the Seal for the time being, and the Seal shall never be used except by the authority of the Board or a Committee of the Board previously given.
• ii. Subject to (i) above, every Deed or other instrument, to which the seal of the Company is required to be affixed may, unless the same is executed by a duly constituted attorney, be signed by two Directors or one Director and Secretary or some other person appointed by the Board for the purpose.

30. SECRECY

Every Director, Manager, Auditor, Treasurer, Trustee, member of a committee, officer, servant, agent, accountant, or other person employed in the Company shall, if so required by the Directors, before entering upon his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matters which come to his knowledge in the discharge of his duties except when required so to do by the Directors or by law or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in these Articles and to sign any documents in connection with the above as may be decided by the Board from time to time.

No member shall be entitled to visit or inspect any works of the Company without the permission of the Directors or to require discovery of or any information respecting any details of the Company's trading, or any matter which is or may be in the nature of trade secret, mystery of trade, secret process or any other matter which may relate to conduct of the business of the Company and which in the opinion of the Directors, it would be inexpedient in the interest of the Company to disclose.

SrNo.	Name address, description andoccupations of each subscriber	No. of Shares takenby subscribers
1.	M. VARANDARAJAN7-1-21A, BegumpetHyderabad - 500 016Industrialist	One	Witness for allsignaturesSd/-(P D Amashi)S/o H D Amashi.Deputy ManagerFinanceMIT LaboratoriesDivision of IDLChemicals Ltd.Malleswaram.Bangalore 560 003
2.	V. C. KATOCHNo. 258 A. Greater KailashNew Delhi - 110 014Company Director	One
3.	S.V. RAMAN453, 11th Cross RoadSadasivanagar,Bangalore - 560 006Service	One
4.	V.G.K. THATHACHARY7-2-48/1, BegumpetHyderabad - 500 016Service	One
5.	M.S. NILAKATANKalpakam1/72, ZP TamakaSecunderabad - 510 017Service	One
6.	A.K. CHATTERJEE8-2-268/2, B/1Road No. 2, Banjara HillsHyderabad - 500 034Company Executive	One
7.	C.S. HARIHARANPlat No. 1Krishna Bhavan ColonyWallington RoadSecunderabad - 500 026Company Executive	One
8.	DARIUS ERACH UDWADIAEmpress CourtDinshaw Vachha RoadBombay - 400 020Solicitor & Advocate	One

Dated this FIRST day of JUNE 1979