Memorandum Wrapper.P65

TUBE INVESTMENTS OF INDIA LIMITED

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

Registered Office : Tube Investments of India Ltd. “Dare House” 234, N.S.C. Bose Road Chennai - 600 001.

Memorandum Wrapper.p65 1 12/15/2009, 2:44 PM Memorandum Wrapper.p65 2 12/15/2009, 2:44 PM Memorandum Certificate.p65 1 12/15/2009, 2:44 PM Memorandum Certificate.p65 2 12/15/2009, 2:44 PM Memorandum Certificate.p65 3 12/15/2009, 2:44 PM Memorandum Certificate.p65 4 12/15/2009, 2:44 PM Memorandum Certificate.p65 5 12/15/2009, 2:44 PM Memorandum Certificate.p65 6 12/15/2009, 2:44 PM Amended Memorandum confirmed by the Order of High Court at Madras dated 3-3- 1961 in Company Petition No.68 of 1960 and registered by the Registrar of Companies on 7-6-1961 under Sec. 18 (i) of Companies Act, 1956.

MEMORANDUM OF ASSOCIATION OF TUBE INVESTMENTS OF INDIA LIMITED I. The name of the Company is “TUBE INVESTMENTS OF INDIA LIMITED”. II. The Registered Office of the Company will be situated in the Province of Madras. III. The objects for which the Company is established are :- 1. To carry on the business of manufacturers, assemblers, dealers and importers and exporters and merchants, distributors, stockists and agents for and buyers of bicycles, tricycles, motor cars, motor cycles, motor-propelled cycles, scooters, engines of all kinds and vehicles and rolling stock of every description and of spare parts and components thereof and parts allied thereto and generally all sorts of tubes and tubular goods and steel and metal goods and to assemble, repair, improve, alter and otherwise prepare for the market all of the said goods. @1A. To manufacture, sell, trade and otherwise deal in electrically or otherwise powered scooters, motorcycles, cycles, cars and vehicles of all description including their parts, components, spares and accessories thereof. @1B. To establish retail network or otherwise engage in the business of manufacture, sale, trade, providing service and/or otherwise deal in all types of sports, adventure, fitness, leisure and health products, equipment and accessories including kits, gears, instruments, ancillaries, appliances, apparels, foot wears, toys, mobility products, apparatus and articles of every description. 2. To carry on the business of manufacturers, assemblers, dealers, importers, exporters, merchants, distributors and stockists of tubes and tubular goods made of steel and of any other metals and of plastics and of synthetic materials and of all kinds and materials and tubes and tubular goods for engineering, aircraft and ship building industries, cycle and automobile tubing of all kinds including precision, mechanical and pressure, flush and sanitary pipes, furniture tubes, pressure vessels, headers, steel drums, steel gas cylinders, locomotives, boiler tubes, transformer tubes, conduits and tubes of all kinds and materials for military and defence purposes. *3. To act as consulting engineers, consultants, and advisers in structural/civil/design engineering, to undertake projects involving use of tubes and metal sections of turnkey basis and to carry on business @ Added in terms of a Special Resolution passed on 19th December 2007. * Substituted in terms of Special Resolution passed at the 41st AGM held on 18th July, 1990.

Memorandum01-10.p65 1 12/15/2009, 2:44 PM of manufacturers, assemblers, erectors, builders and as dealers, importers, exporters, merchants, agents, distributors and stockists of metal sections of every description, machines, gland packings and mechanical seals, heat exchanger packings, ferrules, fittings, controlled tube expander equipment, mouldings and fabrications in Fluon and Teflon (P.T.F.E.), cold rolled metal sections, manipulated components and fabricated assemblies of every description for engineering, building, transport, aircraft, material handling, power transmission and ship building, railcars and bus body frames, prefabricated buildings, furniture, vehicle seating, paints, traffic signs and metal sports goods. 4. To carry on the business of manufacturers, assemblers, engineering and constructional contractors, body builders and fitters of vehicles, cars, buses and lorries and contractors and builders of any vehicles, machinery and factories in the construction of which tubes or tubular materials or metal sections are used or incorporated. 5. To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market and otherwise deal with, tubes and tubular goods and metal sections and goods in the manufacture or construction of which tubes or tubular goods of any kind or material or metal sections are used. 6. To carry on business as manufacturers, assemblers, dealers, importers, exporters and merchants, agents and distributors of saddles and seats for cycles and for any kind of vehicles to which saddles and seats are fitted and all accessories and components thereof. *7. To carry on business as manufacturers, dealers, importers, exporters, merchants, agents and distributors of cycle chains, motor cycle chains, agricultural chains, industrial chains, roller chains and chains of all description, sprockets and all power transmission related products and auto components. 8. To carry on the business of aluminium manufacturers in all its branches and to manufacture and deal in products and goods made of aluminium and aluminium alloys or in the manufacture or finishing of which aluminium is used. 9. To carry on the business of electricians, electrical engineers in all its branches and manufacturers of all kinds of electrical machinery and electrical apparatus for any purpose whatsoever and to manufacture, sell, supply and deal in accumulators, lights, lamps, meters, engines, dynamos, batteries, torches, telephonic or telegraphic apparatus of any kind and manufacturers of and dealers in scientific instruments of any kind. 10. To carry on the business of iron and steel founders and Founders of non-ferrous metals in all their branches, and the smelting, casting, forming, shaping of ferrous and non-ferrous metals and other materials and of machine parts, implements and hardware of every description, of iron mongers, steel makers, steel converters, manufacturers of ferro-manganese, colliery proprietors, coke manufacturers, miners, engineers and tin-plate makers in all their respective branches. 11. To carry on business as manufacturers, assemblers, dealers, importers, exporters and merchants and agents and distributors of lights, lamps and torches of every description including dynamo lamps, batteries, glassware and all accessories and components thereof. 12. To manufacture, buy, sell, import, export and deal in scientific instruments, apparatus, appliances, precision and other tools, hypodermic needle tubes, capillary and Bourdon and other gauge tubes, and implements of all kinds, school, college and university requisites, laboratory fittings and furniture, surgical goods and instruments and hospital requisites and supplies and furniture and accessories of all kinds. 13. To carry on business of iron founders, civil, mechanical and electrical and atomic engineers and manufacturers of agricultural implements and other machinery, toolmakers, brass-founders, metal-workers, boiler-makers, mill-wrights, machinists, iron and steel converters, smiths, wood-workers, builders, painters, metallurgists, water-supply engineers, gas-makers, farmers, printers, carriers and merchants, and to buy, sell, manufacture, repair, convert, alter, let on hire, and deal in machinery, implements, rolling stock, and hardware of all kinds. * Substituted in terms of Special Resolution passed on 27th September, 2004.

Memorandum01-10.p65 2 12/15/2009, 2:44 PM 14. To carry on the business of carriers, merchants, stockists, distributors, importers, exporters and general and commission agents of goods and merchandise of all descriptions. 15. To establish any workship, factory, plant, machinery or other equipment necessary for any of the purposes or business of the Company. 16. To acquire and run any industrial concern, factory or mill as the Company may deem fit. 17. 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. 18. To transact or carry on all kinds of agency business and in particular in relation to the investment of money, the sale of property and collection and receipt of money, and to be Managers or Managing Agents of any concern, company or business and trustees, gratuitous or otherwise, of any assets, funds and business under any arrangement. *19. Generally to carry on business as financiers and guarantors and to undertake and to carry out all such operations and transactions (except business of banking within the meaning of Banking Companies Act) as an individual capitalist may lawfully undertake and carry on. 20. To develop and turn to account any land acquired by or in which the Company is interested and in particular by laying out and preparing the same for building purposes, railway sidings and landing grounds, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings and by painting, paving, draining, farming, cultivating, letting on building lease or building agreement. 21. To advance and to lend money either with or without security and generally to such persons and upon such terms and conditions as the Company many think fit. 22. To sell, exchange, lease, mortgage, charge, develop, dispose of or otherwise deal with the undertaking of the Company or any part thereof upon such terms and for such consideration as the company may think fit. 23. The remunerate (by cash or otherwise or by other assets or by allotment of fully or partly paid shares or shares credited as fully or partly paid up or in any other manner) any persons, firms, associations or companies for services rendered or to be rendered in rendering technical aid and advice, granting licences or permissions for the use of patents, trade secrets, trade marks, processes and in acting as trustees for debenture-holders or debenture stock-holders of the Company or for subscribing or agreeing to subscribe subscriptions whether absolutely or conditionally or for procuring or agreeing to procure subscriptions whether absolute or conditional for any shares, debentures, or debenture-stock, or other securities of the Company or of any company promoted by this Company or for services rendered in or about the formation or promotion of the Company or any company promoted by this Company or in introducing any property or business to the Company or in or about the conduct of the business of this Company or for guaranteeing payment of such debenture-stock or other securities and any interest thereon. 24. To build, alter, construct, and maintain any mills, factories, warehouses, chawls, dwellings, reservoirs, tanks, roads, tramways, railways, landing grounds and canals and other buildings or works necessary or convenient for the purposes of the Company or which can be conveniently used in connection therewith. 25. To carry on any other business (whether manufacturing or otherwise) 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 profitable any of the Company’s property or rights. 26. To acquire in India or elsewhere by purchase, lease or otherwise for the purposes of the Company any real or personal, movable or immovable property, rights or privileges, including any land, buildings, rights of way, easements, licences, concessions and privileges, patents, patent rights, processes and secrets, trade marks, machinery, rolling stock, plant utensils, accessories and stock-in-trade.

* Substituted in terms of Special Resolution passed at the EGM held on 21st November, 2001.

Memorandum01-10.p65 3 12/15/2009, 2:44 PM 27. To purchase or by any other means acquire and protect, prolong and renew, whether in India or elsewhere, any patents, patent rights, processes and secrets, brevets d’invention, licences, protections and concessions which may appear likely to be advantageous or useful to the Company and to use and turn to account, and to manufacture under or grant licences or privileges in respect of the same and to spend money in experimenting upon and testing and in improving or seeking to improve any patents, inventions, processes, secrets and rights which the Company may acquire or propose to acquire. 28. Generally to carry on in any place or places in the world any other trade or business, whether manufacturing or otherwise, subsidiary or auxiliary to, or which can be conveniently carried on in connection with any of the Company’s objects; and to establish and maintain any agencies in any part of the world for the conduct of the business of the Company, or for the sale of any materials or things for the time being at the disposal of the Company for sale; and to advertise and adopt means of making known all or any of the manufactures, products or goods of the Company, of any articles, or goods traded or dealt in by the Company in anyway that may be thought advisable, including the posting of bills in relation thereto, and the issue of circulars, books, pamphlets and price lists, and the conducting of competitions, and the giving of prizes, rewards and donations. 29. To be interested in, promote, and undertake the formation and establishment of such institutions, businesses, companies (industrial, agricultural, trading, manufacturing or other) as may be considered to be conducive to the profit and interest of the Company; and to carry on any other business (industrial, agricultural, trading, manufacturing or other) which may seem to the Company capable of being conveniently carried on in connection with any of these objects or otherwise calculated, directly or indirectly, to render any of the Company’s property or rights for the time being profitable; and also to acquire, promote, aid, foster, subsidise, or acquire interests in any industry or undertaking in any country or countries whatsoever. 30. To purchase or otherwise acquire and undertake the whole or any part of the business, property, rights and liabilities of any person, firm or company, carrying on any business which the Company is authorised to carry on, or possessed or property or rights suitable for any of the purposes of the Company, and to purchase, acquire, sell and deal in property, shares, stock, debentures or debenture-stock of any such person, firm or company and to conduct, make or carry into effect any arrangements, in regard to the winding-up of the business of any such person, firm or company. 31. To enter into partnership or into any arrangements for sharing of profits, co-operation, amalgamation, union of interests, joint adventure, reciprocal concession or otherwise with any Government, authority, person, firm or company carrying on or engaged in or about to carry on or engage in, any business or transaction which this Company is authorised to carry on or engage in, or any business undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the Company, and to lend money to, guarantee the contracts of, or otherwise assist any such person, firm or company, and to place, take, or otherwise acquire and hold shares or securities of any such person, firm or company and to sell, hold, reissue, with or without guarantee, or otherwise deal with the same. 32. To amalgamate with any other company or companies having objects altogether or in part similar to those of the Company. *33. To promote and form and to be interested in and take, hold and dispose of shares in other companies having insurance business as an object or any other objects mentioned in the Memorandum and to transfer to any such company any property of this Company, and to take or otherwise acquire, hold and dispose of shares, debentures and other securities in or of any such company, and to subsidise or otherwise assist any such company. 34. To assist any company, financially or otherwise, or by issuing or subscribing for or guaranteeing the subscription and issue of capital, shares, stock, debentures, debenture-stock or other securities, and to

* Substituted in terms of Special Resolution passed at the EGM held on 21st November, 2001. 4

Memorandum01-10.p65 4 12/15/2009, 2:44 PM take, hold and deal in shares, stock and securities of any company, notwithstanding there may be liability thereon. 35. To take or otherwise acquire and hold shares in any other company, and to pay for any properties, rights or privileges acquired by this Company, either in shares of this Company, or partly in shares and partly in cash, or otherwise, and to give shares or stock of this Company in exchange for shares or stock of any other company. 36. To pay all the costs, charges and expenses of and incidental to the promotion, formation, registration and establishment of the Company and the issue of its capital, including any underwriting or other commissions, broker’s fees and charges in connection therewith, and to remunerate or make donations to (by cash or other assets, or by the allotment of fully or partly paid shares, or by a call or option on shares, debentures, debenture-stock or securities of this or any other company, or in any other manner, whether out of the Company’s capital or profits or otherwise) any person or persons for services rendered or to be rendered in introducing any property or business to the Company or in placing or assisting to place or guaranteeing the subscription of any shares, debentures, debenture-stock, or other securities of the Company, or for any other reason which the company may think proper. 37. To procure the incorporation, registration or other recognition of the Company in any country, state or place and to establish and regulate agencies for the purpose of the Company’s business and to apply or join in applying to any parliament, local government, municipal or other authority or body; Indian, British, Colonial or foreign, for any Acts of Parliament, laws, decrees, concessions, orders, rights or privileges that may seem conducive to the Company’s objects or any of them and to oppose any proceedings or applications which may seem calculated directly to prejudice the Company’s interests. 38. To open and keep a register or registers in any country or countries where it may be deemed advisable to do so and to allocate any number of shares in the Company to such register or registers. 39. To draw, accept and make, and to endorse, discount and negotiate promissory notes, hundies, bills of exchange, bills of lading and other negotiable instruments connected with the business of the Company. 40. To incur debts and obligations for the conduct of any business of the Company and to purchase or hire goods, materials or machinery on credit or otherwise for any business or purpose of this Company. 41. To borrow or raise money, or to receive money on deposit at interest, or otherwise in such manner as the Company may think fit, and in particular by the issue of debentures or debenture-stock, perpetual or otherwise, including debentures or debenture-stock convertible into shares of this or any other company, or perpetual annuities; and in security of any such money so borrowed, raised or received, to mortgage, pledge, or charge the whole or any part of the property, assets or revenue of the Company, present or future, including its uncalled capital by special assignment or otherwise, and to transfer or convey the same absolutely or in trust and to give the lenders powers of sale and other powers as may seem expedient, and to purchase, redeem, or pay off any such securities. 42. To accumulate funds and to lend, invest or otherwise employ moneys belonging or entrusted to the Company upon securities and shares, or without security, upon such terms as may be thought proper, and from time to time to vary such transactions in such manner as the Company may think fit but not to do the business of banking within the meaning of the Banking Companies Act. 43. To sell or in any other manner deal with or dispose of the undertaking or property of the Company, or any part thereof, for such consideration as the Company may think fit, and in particular for shares, debentures and other securities of any other company having objects altogether or in part similar to those of the Company. 44. To improve, manage, work, develop, lease, mortgage, abandon or otherwise deal with, all or any part of the property, rights and concessions of the Company.

Memorandum01-10.p65 5 12/15/2009, 2:44 PM 45. To create any Depreciation Fund, Reserve Fund, Sinking Fund, Insurance Fund, or any other Special Fund, whether for depreciation or for repairing, improving, extending or maintaining any of the properties of the Company, or for any other purposes conducive to the interests of the Company. 46. To provide for the welfare of the directors, officers, employees and ex-directors, ex-officers, and ex- employees of the Company and the wives, widows and families or the dependents or connections of such persons, by building or contributing to the building of house, dwelling or chawls, or by grants of money, pensions, allowances, bonus or other payments; or by creating and from time to time subscribing or contributing to provident or other associations, institutions, funds or trusts and by providing, or subscribing or contributing towards places of instructions and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Company shall think fit, and to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national, political, or other institutions and objects which shall have any moral or other claim to support or aid by the Company either by reason of locality of operation or of public and general utility or otherwise. 46(A) To undertake, carry out, promote and sponsor; rural development including any programme for promoting the social and economic welfare of or the uplift of the public in any rural area and to incur any expenditure on any programme of rural development and to assist execution and promotion thereof either directly or through an independent agency or in any other manner without prejudice to the generality of the foregoing the words “programme of rural development” shall also include any programme for promoting the social and economic welfare of or the uplift of the public in any rural area which the Directors consider likely to promote and assist rural development, and the words “rural area” shall include such areas as may be regarded as rural areas under the provisions of the Income-tax Act 1961 or any other law relating to rural development for the time being in force and the Directors may at their discretion in order to implement any of the above mentioned objects or purposes transfer without consideration or at such fair or concessional value as the Directors may think fit, and divest the ownership of any property of the Company to or in favour of such association or institution or any public or local body or any public institution(s) or trust(s) recognised or approved by the Central or State Government or any authority specified by the Central or State Government in that behalf or established under any law for the time being in force. 46(B) To undertake, carry out, promote and sponsor or assist any activity for the promotion and growth of national economy and for discharging what the Directors may consider to be social and moral responsibilities of the Company to the public or any section of the public as also any activity which the Directors consider is likely to promote national welfare or social, economic or moral uplift of the public or any section of the public and in such manner and by such means as the Directors may think fit and the Directors may without prejudice to the generality of the foregoing, undertake, carry out, promote and sponsor any activity for publication of any books, literature, newspapers, or other similar and allied media including television, etc. or for organising lectures or seminars likely to advance these objects or for giving merit awards, for giving scholarships, loans or any other assistance to deserving students or other scholars or persons to enable them to prosecute their studies or academic pursuits or research and for establishing, conducting or assisting any institution, fund, trust, etc., having any one of the aforesaid objects as one of its objects, by giving donations or otherwise in any other manner and the Directors may at their discretion in order to implement any of the above mentioned objects or purposes transfer without consideration or at such fair to concessional value as the Directors may think fit and divest the ownership of any property of the Company to or in favour of such association or institution or any public or local body or any public institution(s) or trust(s) recognised or approved by the Central or State Government in that behalf or established under any law for the time being in force. 47. To place to reserve or to distribute dividends or bonus among the members, or otherwise to apply, as the Company may from time to time think fit, any moneys received by way of premium on shares or debentures issued at a premium by the Company, any moneys received in respect of dividends accrued on forfeited shares, and moneys arising from the sale by the Company of forfeited shares or from unclaimed dividends. 6

Memorandum01-10.p65 6 12/15/2009, 2:44 PM 48. To distribute any of the properties of the Company amongst the members in specie or kind. 49. To adopt such means of making known the products of or the business carried on by the Company as may seem expedient, and in particular by advertising in press, by circulars or purchase or exhibition of work of art and interest, and publication of books and periodicals and by granting prizes, awards and donations. 50. To do all or any of the above things and all such other things as are incidental or may be thought conducive to the attainment of the above objects or any of them in any part of the world, and as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others. AND IT IS HEREBY DECLARED that the word “COMPANY” in this clause shall be deemed to include any authority, partnership, or other body of persons, whether incorporated or not incorporated and whether domiciled in India or elsewhere; and the intention is that the objects set forth in each paragraph or sub- paragraph of this clause, shall (except whether otherwise expressed in such paragraph or sub-paragraphs) be independent main objects and shall be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or sub-paragraph or the name of the Company. IV. The liability of the members is limited. *V. Authorised Capital of the Company is Rs 43,00,00,000 (Rupees forty three Crores) divided into 21,50,00,000 equity shares of Rs.2 each.” We, the several persons, whose names and addresses are subscribed hereto 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.

* Amended by Ordinary Resolution passed at the AGM held on 29th July, 2004 and further amended by Special Resolution passed through postal ballot on 4th May, 2006)

Memorandum01-10.p65 7 12/15/2009, 2:44 PM Sl. Name, Address and No. of Shares Witness No. Description of Subscribers taken by each Subscriber

1. On behalf of H.H. the Maharajah of Mysore, 1,000 A. Murugappan, Sirdar H. Niranan Raj Urs, Hozur, 92, Gandhinagar, Secretary to H.H. the Maharajah of Mysore Bangalore City

2. Dr. Sir A. Lakshmanaswamy, Vice-Chancellor, University of Madras, Madras 10

3. P. Venkataramana Rao, Judge, Madras High Court (Retired) Chief Justice, Mysore (Retired) “Goutami”, 16 Victoria Crescent, P. Govindarajan, Egmore, Madras 30 Office Manager, Ajax Products Ltd. 4. Dr. Sir R.K. Shanmukham Chetty, 106, Armenian Street, K.C.I.E. Merchant, Coimbatore 25 Madras 5. C.V.C.T. Venkatachalam, Banker, Kanadukathan 25

6. N. Ranganadhan, Merchant, 25, Godown Street, Madras 10

7. A.M.M. Murugappa Chettiar, Banker & Merchant Santhome, Mylapore, Madras 1,160

8. E.H. Coe, Engineer, 3 Kellys Road, Kilpauk, Madras 10 R. Narasimhachari, Advocate, 9. A.M.M. Arunachalam, “Sarnath” Banker & Merchant Rangachari Road Chittaranjan Road, Madras - 18 1,160 Mylapore, Madras

10. M.V. Arunachalam, Banker & Merchant 9 Santhome High Road, Madras - 4 1,160

Total No. of Shares Taken 4,590

Dated at Madras the NINTH day of SEPTEMBER 1949.

Memorandum01-10.p65 8 12/15/2009, 2:44 PM TUBE INVESTMENTS OF INDIA LIMITED

Annexure to the Memorandum of Association

IN THE HIGH COURT OF JUDICATURE AT MADRAS Ordinary Original Civil Jurisdiction Thursday the 22nd day of January, 1959 2nd Magha 1880, Saka The Honourable Mr. Justice RAMACHANDRA IYER - O.P. No. 352 of 1958 In the matter of the Companies Act I of 1956 and in the matter of the Tube Products of India Ltd. The Tube Products of India Limited Petitioner. This petition after notice to the Registrar of Companies coming on this day before this Court for hearing in the presence of M/s. R. Narasimhachari and N. Varadarajan, Advocates for the Petitioner, upon reading the petition, the affidavits of K. G. Subramaniam, E. J. Benjamin, E. L. Burton, John Malcolm Lambert, S. Sarangapani, a copy of the Memorandum and Article of Association of the aforesaid Company, a copy of the scheme of arrangement and amalgamation entered into between the aforesaid company and T.I. Cycles of India Ltd., Madras, and copies of the Resolution dated 17-12-1958 of the meeting of members adopting the scheme of arrangement and amalgamation and the report of the proceedings of the meeting ordered by this Court in application No. 2239 of 1958 filed herein and the letter dated 17-1-1959 from the Registrar of Companies, Madras, and there being no opposition to this petition from any quarter, IT IS ORDERED as follows : (1) That the scheme of arrangement entered into by the Tube Products of India Ltd., the Company above named and its members for amalgamation with T.I. Cycles of India Ltd., Madras as set out in the schedule hereto be and is hereby sanctioned; (2) That all the assets and liabilities of the aforesaid Petitioner Company shall forthwith stand transferred to the said T.I. Cycles of India Ltd.; and (3) That the aforesaid Petitioner Company do stand dissolved without winding up as on this date.

SCHEDULE Scheme of arrangement and amalgamation between Tube Products of India Limited and its members for amalgamation with T.I. Cycles of India Limited. 1. The scheme shall come into effect on the date when the scheme is sanctioned and confirmed by the High Court at Madras in accordance with the provisions of the Companies’ Act, 1956, and all the terms of the Scheme shall take effect as on the said date which date hereinafter referred to as the date of the scheme. 2. All the undertaking and business of Tube Products of India Limited as a going concern, together with all its assets and liabilities including its factory, plant and machinery, good-will, all licences, permits, import permits, import licences, quotas, all other trade licences, permits, concessions and all trade marks, patent rights, licences and benefits of all contracts and agreements and all the rights, claims, assets and liabilities whatsoever, shall stand transferred to and shall vest in the T.I. Cycles of India Limited from and after the date of the Scheme, T.I. Cycles of India Limited shall pay and discharge all the liabilities whatsoever of Tube Products of India Limited.

Memorandum01-10.p65 9 12/15/2009, 2:44 PM 3. T.I. Cycles of India Limited, shall within one month of the date of the Scheme allot to every shareholder of Tube Products of India Limited (other than T.I. Cycles of India Limited) shares credited as fully paid up in the capital of T.I. Cycles of India Limited as follows : (a) For every five shares of Rs.100 each fully paid up in the capital of Tube Products of India Limited, T.I. Cycles of India Limited shall allot four shares of Rs.100 each fully paid up. (b) In respect of partly paid shares in the capital of Tube Products of India Limited, the uncalled liability shall not be taken into account and that for every five partly paid shares of Rs.25 each in the capital of Tube Products of India Limited, the shareholder will be allotted one share of Rs.100 of T.I. Cycles of India Limited credited as fully paid. (c) In the event of any shareholder of Tube Products of India Limited becoming entitled to the allotment of a fraction of a share in the capital of T.I. Cycles of India Limited, fractional certificates shall be issued entitling the holder thereof on production of similar fractional certificates making a full share to claim allotment of a full share or at the option of the holder of such fractional certificates to receive in cash the face value of such fractional shares at par. 4. It is hereby agreed that T.I. Cycles of India Limited shall take over the services and employ all the employees of Tube Products of India Limited of every grade in the service on the date of the scheme. It is hereby expressly provided that the services of the said employees shall not be interrupted by the transfer as aforesaid of the business and the undertaking of Tube Products of India Limited to T.I. Cycles of India Limited as aforesaid and that the terms and conditions of service applicable to each of the employees after such transfer shall be the same as those applicable to him immediately before the transfer and shall not be in any way less favourable to the employee than those applicable to him immediately before the transfer, and that T.I. Cycles of India Limited shall be liable to pay the said employees in the event of retrenchment, compensation, if due and payable, on the basis that his or their services had been continuous and had not been interrupted by the aforesaid transfer and amalgamation. 5. On the sanction being accorded to the Scheme by High Court, Tube Products of India Limited shall stand dissolved. Witness the Honourable Mr. Pakala Venkata Rajamannar, Chief Justice at Madras aforesaid, this 22nd day of January 1959. 2nd day of Magha 1880, Saka (Sd.) B. SOMANATH RAO, 28-1-1959. First Assistant Registrar, Original Side. Special Resolution dated 12th September 1959 : Resolved that the name of the Company be changed to TUBE INVESTMENTS OF INDIA LIMITED.

Memorandum01-10.p65 10 12/15/2009, 2:44 PM TUBE INVESTMENTS OF INDIA LIMITED Annexure to the Memorandum of Association IN THE HIGH COURT OF JUDICATURE AT MADRAS Friday, the seventeenth day of August One thousand nine hundred and eighty four. Present : The Honourable Mr. Justice SHANMUKHAM. C.P. Nos. 3 and 4 1984. T.I. Miller Ltd. …Petitioner in C.P.No.3/84 Tube Investments of India Ltd.… -do- C.P.No.4/84 Thiru T. Raghavan and A.K. Mylaswamy, Counsel for Petitioners.

ORDER

1. The applicant in the former petition is the transferor company, while the applicant in the latter is the transferee company. At the outset, it is useful to state that the Central Government by its order dated 25.5.1984, under Ref. No. 28/22/83-CL-VI had approved the scheme of amalgamation of the company in C.P.No.3 of 1984 with the company in C.P No. 4 of 1984, in exercise of the power under sub-section (2) of Sec. 23 read with Section 54 of the M.R.T.P. Act 1969, subject to the condition that the transferee company shall fulfil the export obligation imposed on the transferor company.

2. Pursuant to the order made by this court in C.A. Nos. 765 and 767 of 1983 taken out by the respective petitioners, the meetings of the equity shareholders of both the companies were held and the report of the Chairman is filed along with the company petitions. It is seen from the said reports that the scheme of amalgamation was unanimously approved by all the equity shareholders of the company, who were present in person at the said meeting. It is also made clear that no investigation or other proceedings under the Act are pending against either of these two companies. Learned counsel for the petitioning company would submit that the petitioning company in C.P.No. 4/84 is the holding company vis-a-vis the company in C.P. No. 3 of 1984. It is also submitted that the amalgamation would secure better efficiency in the output. While the former company manufactures the component parts of the cycles, the latter company manufactures the whole cycle as well. It is necessary to point out that the learned counsel appearing for the Central Government represented that he has nothing to represent.

3. In the circumstances, both the petitions are ordered. So far as C.P.No.3/84 is concerned, the Official Liquidator is directed to file a report about the affairs of the transferor company within eight weeks from this date.

(Sd.) K. SHANMUKHAM, 17-8-1984. MRV. C.P.Nos. 3 and 4 of 1984

Memorandum11-22.p65 11 12/15/2009, 2:44 PM TUBE INVESTMENTS OF INDIA LIMITED Annexure to the Memorandum of Association IN THE BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION Case No. 296/87 in re: M/s Press Metal Corporation Ltd. (PMCL) Bench III Present : Shri N.C. Banerjee Member Shri A.T. Bhosale Member 1. The following representatives of the sick industrial company, Tube Investments of India Ltd. (TII), Ashok Leyland Ltd. (ALL), Financial Institutions, Commercial Banks and Government of Maharashtra are present at the hearing :- Name and designation of the representatives S/Shri 1. M/s. Press Metal Corporation Ltd. 1. S.S. Moloobhoy, Managing Director 2. Y.N. Shah Chief Accountant 3. A. Alladin

2. Bank of Baroda, Bombay 1. A.J. Menezes Chief Officer

3. Indian Overseas Bank, Madras. 1. R. Rajamani Dy. Chief Officer Z.O., New Delhi. 2. G. Raghavan Officer, Z.O. New Delhi

4. Vysya Bank Ltd., Bangalore 1. Sridhar Subhasri, D.G.M. 2. A. Sethuraman, Chief Manager

5. Special Commissioner, 1. Smt. S.S. Dangare, Government of Maharashtra, New Delhi Liaison Officer

6. I.C.I.C.I., Bombay 1. M.P. Tellis, Manager

7. SICOM, Bombay 1. Ramesh Pise, Addl. Manager

8. Tube Investments of India Ltd. 1. M.V. Arunachalam 2. C.V. Krishnan

9. Ashok Leyland Ltd., Madras 1. V.T. Swaminathan, Officer-on-Special Duty

Memorandum11-22.p65 12 12/15/2009, 2:44 PM 2. In this case, after considering all the facts and circumstances of the case, we had formulated a Draft Scheme for the rehabilitation of PMC by way of its amalgamation with Tube Investments of India (TII) vide our order dated 14-11-90. The Draft Scheme was circulated to the concerned F.Is., banks, Government of Maharashtra, TII and the company for their consent and suggestions/objections, if any. Short particulars of the Draft Scheme were also published in 2 daily newspapers for the information of shareholders, creditors and employees of the company, etc. Today’s hearing was held for considering the consent/ suggestions/ objections to the Draft Scheme from the concerned parties.

3. Shri M.P. Tellis, Manager, ICICI, submitted that the Draft Scheme was acceptable to the F.Is. and they would abide by the terms of the Scheme. Shri. A.J. Menezes, Chief Manager, BOB, submitted that the Draft Scheme was acceptable to the consortium of banks and PMC also.

4. Shri M.V. Arunachalam, M.D. TII, submitted that the Draft Scheme, as circulated by BIFR is acceptable to TII and all the terms and conditions stipulated in the Scheme would be adhered to by TII. Regarding labour agreement with the workers’ unions, he submitted that the Ambattur unit of PMC is being leased out to ALL who will take the responsibility of the workers of Ambattur unit. The Labour Agreement in respect of Bombay unit is likely to be arrived at shortly as discussions have already been held with Dr. Dutta Samant and other Trade Union leaders of Bombay unit. Shri Arunachalam, however requested that as the success of PMC unit depends on adequate supply of steel strips, SAIL should be asked to sympathetically consider allocating /supplying the required quantity of steel strips to TII for use in PMC unit. He stated that lease rent for the Ambattur unit is according to the projected cash flow under the Scheme.

5. Shri V.T. Swaminathan, O.S.D., ALL, submitted that the Ambattur unit of PMC has been taken on lease by ALL on the terms agreed to between ALL and TII and the unit is operating in the usual manner.

6. After carefully considering all the written and oral submissions, we note that the consent to the Draft Scheme of all the parties concerned has been obtained and accordingly, in exercise of the powers conferred under Section 18(4) read with Section 19(3) of the SIC (SP) Act, 1985, we hereby accord sanction for the enclosed Scheme hereinafter called the “Sanctioned Scheme”.

7. The Sanctioned Scheme will come into force with immediate effect and ICICI should confirm to the BIFR regarding implementation of the Sanctioned Scheme within one month.

8. Shri Hasib Abdul, Special Director, appointed by us on the Board of PMCL is hereby discharged on amalgamation of PMCL with TII.

(Sd.) N.C. Banerjee (Sd.) T. Bhosale Member Member Dated : 7-2-1991

Memorandum11-22.p65 13 12/15/2009, 2:44 PM THE BIFR ORDER DATED 5TH OCTOBER 1992 SANCTIONING THE SCHEME OF AMALGAMATION OF SATHAVAHANA CHAINS LIMITED WITH TUBE INVESTMENTS OF INDIA LIMITED.

IN THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION CASE NO. 68/91 IN RE: SATHAVAHANA CHAINS LIMITED (SCL) BENCH-II

1. The above case was last heard on 8.9.1992 when a Draft Scheme prepared, circulated and notified by the Board in pursuance of Section 18 of the Sick Industrial Companies (Special Provisions) Act, 1985 was considered.

2. On a consideration of the submissions made before us and all the parties concerned having given their consent under Section 19(2) of the Act to the various provisions in the Draft Scheme, in exercise of the powers conferred under Section 18(4) of the Act, read with Section 19(3) of the Act with modifications, we hereby sanction the enclosed scheme hereinafter called the ‘Sanctioned Scheme’ for rehabilitation of Sathavahana Chains Limited. The sanctioned scheme shall come into force with immediate effect.

(Sd.) BADAL ROY (Sd.) M. DANDAPANI MEMBER MEMBER

Dated : 5.10.1992

Memorandum11-22.p65 14 12/15/2009, 2:44 PM IN THE HIGH COURT OF JUDICATURE AT MADRAS (ORIGINAL JURISDICTION) Friday the 27th day of June, 1997. The Hon’ble Mr. Justice JAYASIMHA BABU Ordinary Petition Nos. 89 and 90/97

Company Petition No.89 of 1997 : IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF TUBE INVESTMENT OF INDIA LTD. M/s. Tube Investments of India Limited, … Petitioner. Company petition praying that this Court be pleased to approve the said scheme of arrangement whereby the Rolmor Chains Divisions of the petitioner Company will be merged with TI Diamond Chain Limited, the transferee company w.e.f. 30.9.96 so as to be binding on all shareholders and creditors of the Company and of the said Company. Company Petition No. 90 of 1997 : IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF T.I. DIAMOND CHAIN LTD. M/s. T.I. Diamond Chain Limited, … Petitioner.

Company petition praying that this Court be pleased to approve the said scheme of arrangement whereby the Rolmor Chains Divisions of the Transferor Company will be merged with TI Diamond Chain Limited, the transferee company with effect from 30.9.96 so as to be binding on all shareholders and creditors of the Com- pany and of the said Company. These Company Petitions coming on for hearing on this day, the Court made the following Order : 1. Scheme of arrangement has been proposed by M/s. Tube Investments India Limited, Transferor Company and M/s. T.I. Diamond Chain Limited, transferee company for the transfer of the Rolmor Chains Division of the Tube Investments of India Limited to the transferee. The arrangement has been agreed between the two companies in view of the fact that Rolmor Chains Division is engaged in manufacturing of Industrial Chains and Sprockets which is also the business carried on by the transferee company. The meeting of the shareholders of the two companies was convened pursuant to orders made by this Court and has been approved with requisite majority of shareholders in number and value. 2. Notice of the petition was thereafter advertised in the Newspapers and notice also served on the Registrar of Companies. None appeared either to support or oppose the scheme. The Registrar also has nothing to say with regard to the acceptability or otherwise of the scheme. 3. The scheme does not contain any objectionable features. It also provides for the transfer of the employees and secure their rights. The right of the creditors are adequately secured, the scheme is sanctioned. Intld/e- R.J.B.J., 27.06.1997 Certified to be a true copy Dated this the 20th day of August 1997. Court Officer (OS)

Memorandum11-22.p65 15 12/15/2009, 2:44 PM IN THE HIGH COURT OF JUDICATURE AT MADRAS (ORIGINAL JURISDICTION) Tuesday, the Thirtieth day of November, 2004. The Honourable Mr. Justice K. RAVIRAJA PANDIAN Comp. Pettn. Nos. 252 and 253/2004 and (Connected Comp. Appln. Nos. 1214 & 1215/2004) In the matter of the Companies Act, 1956 (1 of 1956) and In the matter of Section 391 and 394 of the Companies Act, 1956 and In the matter of Scheme of Arrangement between TIDC India Limited and Tube Investments of India Limited and their respective shareholders. C.P. No.252/2004 : TIDC India Limited (Formerly TI Diamond Chain Limited) a company incorporated under the Companies Act, 1956, having its Regd. Office at “Dare House”, No. 234, N.S.C. Bose Road, Chennai 600 001 ...Petitioner/Transferor Rep. by its Company Secretary Mr. U. Rajagopal Company. This Company Petition praying this Court to pass an order (a) sanctioning the Scheme of Arrangement between petitioner company namely TIDC India Limited or the Transferor Company and the Transferee Com- pany namely Tube Investments India Limited enclosed as Annexure D hereto with effect from 1st April, 2004 or such other date as determined in terms of the Scheme so as to be binding on all the shareholders and creditors of the petitioner company and on the said petitioner company namely, TIDC India Limited, (b) dissolving the petitioner company without winding up. C.P. No. 253/2004: Tube Investments of India Ltd., a company incorporated under the Indian Companies Act, 1913, having its Registered Office at “Dare House”, No. 234, N.S.C. Bose Road, Chennai-600 001 represented by its Company Secretary Mr. S. Suresh .... Petitioner/Transferee Company. This Company Petition praying this court to pass an order sactioning the Scheme of Arrangement between petitioner Company namely Tube Investments of India Limited and the Transferor company namey TIDC India Limited enclosed as Annexure-D hereto with effect from 1st April 2004, or such other date as determined in terms of the Scheme so as to be binding on all the shareholders and creditors of the petitioner company and on the said petitioner company namely, Tube Investments of India Limited ; These Company Petitions coming on this day before this court for hearing in the presence of Mr.K. Ramasamy Advocate for the petitioners in both the company petition Nos. 252 and 253/2004 and Mr. M.T. Arunan, Addl. Central Government Standing Counsel appearing for the Regional Director, Southern Region, Department of

Memorandum11-22.p65 16 12/15/2009, 2:44 PM Company Affairs, Chennai, and upon reading the order dated 23.9.2004 and made in Company applications No. 1214/2004 whereby the said company viz., TIDC India Limited the petitioner company in C.P. No. 252/2004, herein was directed to convene a meeting of the shareholders of the above named company for the urpose of considering and if thought fit approving with or without modification of the proposed mscheme of arrangement of the applicant company and M/s. Tube Investments of India Limitd the petitioner in company petition No. 253/2004 and the advertisement having been made in one issue of English daily “The New Indian Express” dated 28.9.2004 and another issue of Tamil Daily “Dina Mani” dated 28.9.2004 each cntaining the advertisement of the said meeting and the report of the Chairman of the said meeting as to the result of the meeting and it is appearing from the said report that the Scheme of Arrangement having been approved by requisite majority, the order dated 23.9.2004 and made in company application No. 1215/2004, whereby the said company viz., M/ s. Tube Investments of India Limited the petitioner company in C.P. No. 253/2004, herein was directed to convene a meeting of the shareholders of the above named company for the purpose of considering and if thought fit approving with or without modification the proposed scheme of Arrangement the petitioner company viz., TIDC India Limited the transferor company in C.P. No.252/2004 and M/s. Tube Investments of India Limited the petitioner/transferee company in C.P. No. 253/2004 and the advertisement having been made in one issue of English daily “The New Indian Express” dated 28.9.2004, and another issue of Tamil Daily “Dina Mani” dated 28.9.2004 each containing the advertisement of the said meeting and the report of the Chairman of the said meeting and as to the result of the meeting and it is appearing from the said report that the Scheme of Arrangement having been approved by reqisite majority, and upon reading the company petition Nos. 252 and 253/2004, and the affidavit of the Regional director, Southern Region, Department of Company Affairs, Chennai filed herein, and this court doth hereby sanction the Scheme of Arrangement morefully met-out in the Schedule hereunder and declare the same to be binding on the shareholders of the said companies and on the said companies, this court doth further order as follows :- 1. That, the petitioner companies herein do file with the Registrar of Companies, Chennai, a certified copy of the order within 30 days from this date; 2. That, the parties to the Scheme of Arrangement or other person interested shall be at liberty to apply to this court for any directions that may be necessary in regard to carrying out of this Scheme of Arrangement morefully setout in the Annexure hereunder; 3. That, the Transferor company viz., M/s. TIDC India Limited shall be dissolved without wound up on filing of the report by the Official Liquifactor, High Court, Madras pursuant to second provisio to section 394(1) of the Companies Act, 1956; 4. That, the transferee company be and is hereby directed to handover the books of account of the transferor company to the Official Liquidator, High Court, Madras to submit his report; 5. That, Mr. M.T. Arunan, the Addl. Central Government Standing Counsel shall be entitled to a fee of Rs.1,000/- (Rupees one thousand only) from each of the companies.

ANNEXURE (SCHEME OF ARRANGEMENT) WITNESS, the Hon’ble Thiru MARKENDEY KATJU, Chief Justice at Madras aforesaid, this the 30th day of November, 2004. Sd/- S.T. Brindha, Deputy Registrar (O.S.)

Memorandum11-22.p65 17 12/15/2009, 2:44 PM Revised Articles approved and adopted at the Extraordinary General Meeting of the Company held on Wednesday, the 20th July, 1960

ARTICLES OF ASSOCIATION OF TUBE INVESTMENTS OF INDIA LIMITED Contents CONSTITUTION OF THE COMPANY 1. Constitution INTERPRETATION CLAUSE 2. Intrepretation BUSINESS 3. Commencement of business 4. Prohibition of loans on the security of the shares of the Company 4a. Power to buy back Company’s own shares CAPITAL 5. Share Capital 6. Preference Shares 7. Allotment Return 8. Further issue of capital 9. Power of General Meeting to offer shares to such person as the Company may resolve 10. Variation of rights 11. Issue of further shares pari passu shall not affect the right of shares already issued 12. No issue with disproportionate rights 13. Power to pay commission 14. Trust not recognised 15. Issue other than for cash 16. Acceptance of shares SHARE AND DEBENTURE CERTIFICATES 17. Rights to Certificates 18. Certificate for Joint Holders 19. Endorsement of transfer 20. Lost certificate 21. Splitting and consolidating of share certificates 22. Issue of certificates LIEN 23. Company’s lien on shares 24. Enforcing of lien by sale 25. Authority to transfer 26. Application of proceeds of sale CALLS ON SHARES 27. Calls 28. Length of notice of call 29. Sums payable in fixed instalments to be deemed calls 30. When interest on calls payable 31. Interest on sums payable at fixed times 32. Payment of call in advance 33. Partial payment not to preclude forfeiture 34. Persons by whom instalments are payable 35. Liability of joint holders of shares

Memorandum11-22.p65 18 12/15/2009, 2:44 PM TRANSFER AND TRANSMISSION OF SHARES 36. Transfer of shares 37. Form of transfer 38. Board’s right to refuse to register 39. Transfer fee 40. Remission of fees 41. Register of Members 42. Custody of transfer deeds 43. Closure of Register of Members and Register of Debenture holders 44. Transmission of registered shares 45. Rights and liabilities of legal representatives 46. Notice of election by legal representatives 47. Company’s right to register transfer by apparent legal owner 47A. Dematerialisation of Securities FORFEITURE OF SHARES 48. If call or instalment not paid, notice may be given 49. Form of notice 50. If notice not complied with, shares may be forfeited 51. Surrender of shares 52. Board’s right to disposal of forfeited shares or cancellation of forfeiture 53. Liability after forfeiture 54. Declaration of forfeiture 55. Non-payment of sums payable at fixed times SET-OFF OF MONEYS DUE TO SHAREHOLDERS 56. Set-off of moneys due to shareholders CONVERSION OF SHARES INTO STOCK 57. Conversion of shares 58. Transfer of stock 59. Rights of stockholders 60. Applicability of regulations to stock and stockholders SHARE WARRANTS 61. Issue of share warrants 62. Requisition of Meeting by bearer of share warrants 63. Disabilities of holder 64. Renewal ALTERATION OF CAPITAL 65. Alteration and consolidation of capital 66. Application of provisions to new shares 67. Reduction of capital etc. by Company GENERAL MEETINGS 68. Annual General Meeting 69. Board’s right to summon Extraordinary General Meeting 70. Managing Director’s right to summon Extraordinary General Meeting 71. Extraordinary General Meeting by requisition 72. Length of notice for calling meeting 73. Accidental omission to give notice not to invalidate meeting 74. Special business and statement to be annexed

Memorandum11-22.p65 19 12/15/2009, 2:44 PM PROCEEDINGS AT GENERAL MEETINGS 75. Quorum 76. If quorum not present when meeting to be dissolved and when to be adjourned 77. Chairman of General Meeting 78. Adjournment of meeting 79. Questions at General Meeting how decided 80. Casting vote 81. Taking of poll 82. In what cases poll taken without adjournment 83. Votes 84. Validity of votes 85. Business may proceed notwithstanding demand for poll 86. Voting by joint holders 87. Member of unsound mind or minor 88. No member entitled to vote while call due to Company 89. Proxies permitted on polls 90. Instrument of proxy 91. Proxy to be deposited at the office 92. Validity of vote by proxy 93. Form of proxy 93A. President of the Compay DIRECTORS 94. Number of Directors and First Directors 95. Election and filling up of vacancies in the Directorate 96. Remuneration of Directors 97. Share qualification of Directors 98. Casual vacancy 99. Additional Director 100. Vacation of office by Directors 101. Alternate Directors 102. Director may contract with Company 103. Rights of Directors ROTATION OF DIRECTORS 104. Rotation of Retirement of Directors 105. Retiring Director eligible for re-election 106. Which Directors to retire 107. Retiring Directors to remain in office till successors appointed 108. Power of General Meeting to increase or reduce number of Directors 109. Power to remove Directors by ordinary resolution 110. Right of persons other than retiring Directors to stand for Directorship PROCEEDINGS OF BOARD OF DIRECTORS 111. Meeting of the Board 112. Quorum 113. Questions how decided 114. Right of continuing Directors when there is no quorum 115. Chairman of the Board 116. Committee 117. Election of Chairmain of the Meeting of the Committee 118. Questions how determined 119. Acts done by Board or Committee valid notwithstanding defective appointment, etc. 120. Resolution by circulation

Memorandum11-22.p65 20 12/15/2009, 2:44 PM POWERS AND DUTIES OF DIRECTORS 121. General powers of Company vested in Directors 122. Powers to appoint Committees and to delegate 123. Attorney of the Company 124. Power to authorise sub-delegation 125. Duty to maintain Registers, etc. and Record of Minutes 126. Secretary/Special Directors 127. Powers as to commencement of businesses or branches 128. Delegation of powers BORROWING 129. Borrowing powers and appointment of Nominee Directors 130. Assignment of debenture issues 131. Terms of debenture issues 132. Charge on uncalled capital 133. Subsequent assignees of uncalled capital 134. Charges in favour of Director for indemnity 135. Powers to be exercised by Board only at meeting MANAGING DIRECTORS 136. Managing Directors 137. Remuneration of Managing Directors 138. Managing Directors may act severally 139. Reimbursement of expenses 140. Powers of Managing Directors 141. Revocation of powers 141A.Wholetime Directors COMMON SEAL 142. Common Seal 143. Affixture of Common Seal DIVIDENDS AND RESERVES 144. Application of profits 145. Declaration of dividends 146. Interim dividend 147. Dividends to be paid out of profits only 148. Reserve Funds 149. Method of payment of dividend 150. Deduction of arrears 151. Adjustment of dividends against calls 152. Bonus or dividend in specie 153. Payment by cheque or warrant 154. Receipt of joint holders 155. Dividends not to bear interest 156. Unclaimed dividends 157. Transfer of share not to pass prior dividends 158. Notice of dividend CAPITALISATION OF PROFITS 159. Capitalisation of profits 160. Powers of Board for declaration of bonus ACCOUNTS 161. Books of account 162. Inspection by members

Memorandum11-22.p65 21 12/15/2009, 2:44 PM 163. Statement of account to be furnished to Annual General Meeting 164. Balance Sheet and Profit & Loss Account 165. Authentication of Balance Sheet & Profit & Loss Account 166. Profit & Loss Account to be annexed and Auditor’s Report to be attached to the Balance Sheet 167. Board’s Report to be attached to Balance Sheet 168. Right of members to copies of Balance Sheet and Auditors’ Report ANNUAL RETURNS 169. Annual returns AUDIT 170. Accounts to be audited 171. Appointment of Auditors 172. Audit of branch offices 173. Remuneration of Auditors 174. Powers and duties of Auditors 175. Accounts when audited and approved to be conclusive except as to errors discovered within three months SERVICE OF DOCUMENTS AND NOTICE 176. Service of documents on the Company 177. How documents are to be served on members 178. Members to notify address in India 179. Service on members having no registered address in India 180. Service on persons acquiring shares on death or insolvency of member 181. Persons entitled to Notice of General Meeting 182. Advertisements 183. Members bound by documents given to previous holders 184. How notice to be signed AUTHENTICATION OF DOCUMENTS 185. Authentication of documents and proceedings WINDING UP 186. Application of assets 187. Division of assets of the Company among members INDEMNITY AND RESPONSIBILITY 188. Directors’ and other’s right to indemnity 189. Not responsible for acts of others SECRECY CLAUSE 190. Secrecy clause LEGAL PROCEEDINGS 191. Legal proceedings

Memorandum11-22.p65 22 12/15/2009, 2:44 PM ARTICLES OF ASSOCIATION OF TUBE INVESTMENTS OF INDIA LIMITED

CONSTITUTION OF THE COMPANY 1. The Regulations contained in Table ‘A’ in the First Schedule the Companies Act, Constitution 1956 or in Table ‘A’ in the First Schedule to the Indian Companies Act of 1913 shall not apply to the Company except in so far as they are embodied in the following Articles, which shall be the regulations for the management of the Company.

INTERPRETATION CLAUSE 2. The marginal notes hereto shall not affect the construction hereof. In these presents, Interpretation the following words and expressions shall have the following meanings unless excluded by the subject or context: (a) “The Act” means the Companies Act, 1956, any amendment thereof and every “The Act” relevant Companies Act, for the time being in force concerning Joint Stock Companies. (b) “The Board” or “The Board of Directors” means the Board of Directors of “The Board” or “the the Company, the Directors assembled at a Board, or the requisite number of Board of Directors” Directors entitled to pass a resolution by circulation in accordance with these Articles. (c) “The Company” or “this Company” means Tube Investments of India “The Company” or Limited. “this Company” (d) “Directors” means the Directors including Alternate Directors for the time “Directors” being of the Company whether in meeting assembled or not. (e) “Dividend” shall include bonus. “Dividend” (f) “Writing” includes printing, lithography, typewriting and any other usual “Writing” substitute for writing. (g) “Members” means members of the Company holding a share or shares of any “Members” class. (h) “Month” means a calender month. “Month” (i) “Paid-up” shall include “credited as paid-up”. “Paid-up” (j) “Person” shall include any corporation or company as well as individuals. “Person” (k) The word “Ordinary Shares” wherever occurring shall mean “Equity Shares” “Equity Shares” as defined by the Act. (l) “These presents” or “These regulations” shall mean these Articles of “these Presents” or Association as originally framed or altered from time to time and shall include “These Regulations” the Memorandum where the context so requires. (m) The Register means the Register of Members to be kept as required by “The Register” Section 150. (n) “The Seal” means Common Seal for the time being of the Company. “The Seal”

Memorandum23-76.p65 23 12/15/2009, 2:44 PM “Section” (o) “Section” means Section of the Act. “Year” (p) “Year” means the year of account of the Company. “Special (q) ‘Special Resolution” shall have the meaning assigned thereto by Section Resolution” 189. (r) Words importing the masculine gender shall include the feminine gender and vice verse. (s) Words importing the singular shall include the plural and vice versa.

BUSINESS Commencement 3. The Company shall commence business or exercise any borrowing powers only of Business after the requirements of Section 149, shall have been complied with. Prohibition of loans *4. Except as provided by Section 77, no part of the funds of the Company shall be on the security of employed investment in Loans on the security of the shares of the Company. shares of the Co. Power to buy back **(a) Subject to such provisions of the Act and all other applicable provisions Company’s own of law, as may be in force for the time being and from time to time, the shares Company may purchase and or buy back its own shares and any other securities at such price and on such terms and conditions as the Board or Directors may in their discretion deem fit and proper. ***5. The Share capital of the Company is Rs.43,00,00,000 (Rupees forty three Crores) divided into 21,50,00,000 equity shares of Rs.2 each.” Share Capital- 6. (1) The Company shall have the power to issue Preference Shares, carrying a Preference Shares right to redemption out of profits or out of the proceeds of a fresh issue of shares or which are at the option of the Company liable to be so redeemed and the Board may, subject to the Provisions of Section 80, exercise such power on such terms and such manner as it deem fit. (2) The Board of Directors may at any time and from time to time issue any portion of the unissued share capitals as Preference Shares of as Redeemable Preference Shares and by the terms of the issue or by their resolution, confer on such Preference Shares and or Redeemable Preference Shares, such rights as to dividends, further Participation in the profits of the Company and priority as to dividends and the repayment of capital in the event of winding up over other shares as they may at their discretion deem fit; provided that, so long as any Redeemable Preference Shares have been allotted and continue outstanding, the Company shall not, except with the consent of the holders of Redeemable Preference Shares in writing, issue any other Preference Shares ranking in priority either as to dividend or as to capital over rights of Redeemable Preference Shares as aforesaid.

* Amended at the 50th AGM held on 23rd July, 1999. ** Added in terms of a Special Resolution passed at the 50th AGM held on 23rd July, 1999. *** Amended at the AGM held on 29th July, 2004 and further amended by Special Resolution passed through postal ballot on 4th May, 2006.

Memorandum23-76.p65 24 12/15/2009, 2:44 PM (3) Deleted by Special Resolution passed at the 42nd Annual General Meeting held on 18th September 1991. (4) Deleted by Special Resolution at the 42nd Annual General Meeting held on 18th September 1991. ***(5) The said Redeemable Preference Shares shall confer the rights on the holders thereon, on a winding up, to payment of the paid up capital and all arrears of the fixed cumulative dividend whether earned, declared or not, up to the date of repayment of the amounts paid or credited as paid up on the said Preference Shares, in preference to the Equity Shares, but to no further rights. (6) The said Redeemable Preference Share shall be redeemable at par at the option of the Company, after expiry of one year from the date of their allotment by giving 3 months’ notice of such proposed redemption to the holders thereof. The Board of Directors may at their discretion redeem the whole or any part of the outstanding Redeemable Preference Shares. Provided that: (a) No such shares shall be redeemed except out of profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of the redemption. (b) No such shares shall be redeemed unless they are fully paid up. (c) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called “The Capital Redemption Reserve Fund”, a sum equal to the nominal amount of the shares redeemed; and the provisions of the Act relating to the reduction of the share capital of a Company shall, except as provided in Section 80, apply as if such Capital Redemption Reserve Fund were paid-up share capital of the Company. (d) The said option to redeem shall not be exercised by the Company if on the date of the notice of redemption any dividend payable in respect of the said Redeemable Preference Shares are and have been in arrears for more than 3 months. (e) Deleted by Special Resolution passed at the 42nd Annual General Meeting held on 18th September 1991. (f) The Redeemable Preference Shares shall be freely transferable subject only to the provisions of the law for the time being in force. The Board of Directors shall not be entitled to refuse to register any lawful transfer of the said Redeemable Preference Shares.

*** Amended by deleting the words “of 6½% p.a.” in terms of a Special Resolution Passed at the 42nd AGM held on 18th September, 1991.

Memorandum23-76.p65 25 12/15/2009, 2:44 PM (7) In calculating any fixed percentage on the capital paid-up on any shares for the purpose of this Article, such percentage shall be calculated up to and as on the date of the close of the year of account of the Company next to prior to the date of the declaration of dividend at a General Meeting, and in respect of interim dividends such fixed percentage shall be calculated up to and as on the date of the close of the period for which such dividend is declared by the Board of Directors. Allotment Return 7. The Board shall duly comply with Section 75, with regard to all allotments of shares from time to time. Further Issue of 8. The Board may at any time increase the subscribed capital of the Company by issue of Capital new shares out of the unissued part of the authorised capital of the Company, subject to the restrictions and provisions as to issue of Redeemable Preferences Shares contained in Article 6 above and, subject to any directions to the contrary that may be given by the Company in General Meeting and subject only to Article 6 and to those directions: (a) Such new shares shall be offered to the persons who, at the date of the offer, are holders of the Equity Shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that date. (b) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than twenty-one days from the date of the offer within which the offer, if not accepted, will be deemed to have been declined. (c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; and the notice referred to in clause (b) shall contain a statement of this right. (d) After the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner as it thinks most beneficial to the Company. *(e) The Company shall not, except with the sanction of the Company in General Meeting by Special Resolution, give to any person the right to call for allotment of any shares. Power of General 9. In addition to and without derogating from the powers for that purpose conferred on Meeting to offer the Board under Article 8, the Company in General Meeting, may determine that any Shares to such shares (whether forming part of the original capital or of any increased capital of the persons as the Company) shall be offered to such persons (whether members or holders of debentures Company may of the Company or not) in such proportions and on such terms and conditions and resolve either at a premium, or at par or (subject to compliance with the provisions of Section 79) at a discount, as such General Meeting shall determine and with full power to give to any person (whether a member or holder of debentures of the Company or not) the option to call for or be allotted shares of any class of the Company either at a premium or at par, or (subject to compliance with the provisions of Section 79) at a discount, such option being exercisable at such times and for such consideration as may be

* Added in terms of a Special Resolution passed at the 19th AGM held on 9th December, 1968

Memorandum23-76.p65 26 12/15/2009, 2:44 PM directed by such General Meeting or the Company in General Meeting may make any other provisions whatsoever for the issue, allotment or disposal of any shares. 10. The rights attached to each class of shares (unless otherwise provided by the terms Variation of Rights of issue of shares of that class) may, subject to the provisions of Section 106 and 107, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate General Meeting of the holders of the shares of that class. To every such separate General Meeting, the provisions of these Articles relating to General Meetings shall mutatis mutandis apply, except that necessary quorum shall be two persons at least holding or representing by proxy one-tenth of the issued shares of that class. 11. The rights conferred upon the holders of the shares of any class issued with preferred Issue of further Shares or other rights shall not, unless otherwise expressly provided for by the terms of Pari Passu shall not issue of the shares of that class, be deemed to be varied by the creation or issue of affect the right of further shares ranking pari passu therewith. shares already issued. 12. The Company shall not issue any shares, not being Preference shares which carry No issue with voting rights or rights in the Company as to dividend, capital or otherwise which disproportionate are disproportionate to the rights attaching to the holders or other shares not being rights Preference Shares. 13. The Company may at any time pay a commission to any person for subscribing or Power to pay agreeing to subscribe (whether absolutely or conditionally) for any shares, commission debentures or debenture-stock of the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares, debentures, or debentures-stock of the Company but so that if the commission in respect of shares or debentures shall be paid or payable out of the capital, the statutory conditions and requirements shall be observed and complied with and the rate of commission shall not exceed five percent of the price at which the shares are issued and in the case of debentures the rate of commission shall not exceed two and a half per cent of the price at which the debentures are issued. The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also, on any issue of shares or debentures, pay such brokerage as may be lawful. 14. Save as otherwise provided by these Articles, the Company shall be entitled to treat Trust not recognised the registered holder of any shares or debentures as the absolute owner thereof and accordingly the Company shall not, except as ordered by a Court of competent jurisdiction or by the statute, be required or bound to recognise any equitable, contingent, future or partial interest, lien, pledge, or charge in any share or debenture or (except only as by these presents otherwise provided for) any other right in respect of any share or debenture except an absolute right to the entirety thereof in the registered holder. 15. (1) The Board may issue and allot shares in the capital of the Company as payment Issue other than for or part payment for any property sold or goods transferred or machinery or cash appliances supplied, or for services rendered or to be rendered to the Company in or about the formation or promotion of the Company or the acquisition and or conduct of its business and any shares may be so allotted as fully paid up shares, and if so issued, shall be deemed to be fully paid up shares.

Memorandum23-76.p65 27 12/15/2009, 2:44 PM (2) The said power vested in the Board by this Article shall not be exercised except by the unanimous consent of all the Directors or with the previous sanction of a special resolution passed at a General Meeting of the Company. Acceptance of 16. An application signed by or on behalf of the applicant for shares in the Company, Shares followed by an allotment of any shares therein, shall be acceptance of the shares within the meaning of these Articles; and every person who thus or otherwise accepts any shares and whose name is on the Register shall, for the purpose of these Articles, be a member. SHARE AND DEBENTURE CERTIFICATES

Rights to 17. (1) Every person whose name is entered as a member in the Register shall be entitled Certificates to receive without payment: (a) One certificate for all his shares; or (b) Where the shares so allotted at any one time exceed the number of shares fixed as market lot in accordance with the usages of the Stock Exchange, at the request of the shareholder, several certificates, one each per marketable lot and one for the balance. (2) The Company shall within three months after the allotment or application for the registration of the transfer of any shares or debentures complete and have ready for delivery, the certificates for all the shares and debentures so allotted or transferred unless the conditions of issue of the said shares or debentures otherwise provide. (3) Every certificate shall be under the seal and shall specify the shares or debentures to which it relates and the amount paid-up thereon.

Certificate for 18. In respect of any share or shares held jointly by several persons, the Company shall joint holders not be bound to issue more than one certificate for the same shares and the delivery of a certificate for the share or shares to one of several joint holders shall be sufficient delivery to all such holders; subject as aforesaid, where more than one share is so held, the joint holders shall be entitled to apply jointly for the issue of several certificates in accordance with Article 17 above.

Endorsement of 19. In respect of any transfer of shares registered in accordance with the provisions of transfer these Articles, the Board may, at their discretion, direct an endorsement of the transfer and the name of the transferee and other particulars, on the existing share certificate and authorise any Director or officer of the Company to authenticate such endorsement on behalf of the Company or direct the issue of a fresh share certificate, in lieu of and in cancellation of the existing certificate, in the name of the transferee.

Lost Certificate 20. If a certificate is lost or destroyed, the Company may, upon such evidence and proof of such loss or destruction, and such indemnity as the Board may require and on payment of a fee of Rupee One, issue a renewed certificate. Any renewed certificate shall be marked as such.

Splitting and *21. Any person (whether the registered holder of the shares or not) being in possession of Consolidating of any share certificate or share certificates for the time being, may surrender the said Share Certificates share certificates to the Company and apply to the Company for the issue of two or

* Substituted at the EGM held on 29th April, 1965.

Memorandum23-76.p65 28 12/15/2009, 2:44 PM more fresh share certificates comprising the same shares bearing the same distinctive numbers as were comprised in the said certificates and in such separate lots as he may desire, in lieu of such share certificates so surrendered, or for the consolidation of the shares comprised in such surrendered certificate into one certificate or if any share certificate is worn out or defaced or if there is no further space on the back of the certificate for endorsements of transfers for issue of a fresh certificate in lieu of such certificate, and the Directors may, at their discretion, in lieu of and in cancellation of certificates so surrendered issue one or more such share certificates as the case may be in the name of the person or persons in whose name the original certificates stood and the new cetificates so issued shall be delivered to the person who surrendered the original certificates or to his order. 22. Every certificate of title to the share or shares shall be issued only in accordance Issue of Certificates with the provisions of Companies (Issue of Share Certificates) Rules 1960 or any amendment thereof or any provision of law applicable thereto, for the time being in force.

LIEN 23. The Company shall have a first and paramount lien upon all shares other than fully Company’s Lien on paid-up shares registered in the name of any member, either alone or jointly with Shares any other person and upon the proceeds of sale thereof for all moneys called or payable at a fixed time in respect of such shares and such lien shall extend to all dividends from time to time declared in respect of such shares. But the Board at any time may declare any shares to be exempt, wholly or partially, from the provisions of this Article. 24. For the purpose of enforcing such lien, the Board may sell the shares subject thereto Enforcing of Lien by in such manner as it thinks fit but no sale shall be made until the expiration of 14 Sale days after a notice in writing stating and demanding payment of such amount in respect of which the lien exists has been given to the registered holder of the shares for the time being or to the person entitled to the shares by reason of the death or insolvency of the registered holder. 25. To give effect to such sale, the Board may authorise any person to transfer the Authority to shares sold to the purchaser thereof and the purchaser shall be registered as the Transfer holder of the shares comprised in any such transfer. The purchaser shall not be bound to see to the application of the purchase money, nor shall his titile to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. 26. The net proceeds of any such sale be applied towards satisfaction of the said moneys Application of due from the member and the balance, if any, shall be paid to him or the person, if Proceeds of Sale any, entitled by transmission to the shares on the date of the sale.

CALLS ON SHARES 27. Subject to the provisions of Section 91, the Board may, from time to time, make Calls such call as it thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively and not by the conditions of allotment thereof made payable at fixed times, and the member shall pay the amount of every call so made on him to the persons and at the time and place appointed by the Board.

Memorandum23-76.p65 29 12/15/2009, 2:44 PM Length of Notice 28. Not less than twenty-one days’ notice of any call shall be given specifying the time of Call and place of payment and the person to whom such payment shall be made provided that before the time of payment of such call the Board may, be notice in writing to the members, extend the time for payment thereof. Sums payable in 29. If by the terms of issue of any share or otherwise, any amount is made payable at any fixed installments fixed time or by instalments at fixed times whether on account of the nominal value of to be deemed calls the share or by way of premium, every such amount or instalment shall be payable as if it were a call duly made by the Board, of which due notice had been given, and all the provisions herein contained in respect of calls shall relate and apply to such amount or instalment accordingly. When interest on 30. If a sum called in respcet of the shares is not paid on or before the day appointed for calls payable payment thereof, the person from whom the sum is due shall pay interest upon the sum at such rate of interest as the Board may decide from the day appointed for the payment thereof to the time of the actual payment, but the Board shall be at liberty to waive payment of that interest wholly or in part. Interest on sums 31. The provisions of these Articles as to payment of interest shall apply in the case of payable at fixed non-payment of any sum which by the terms of issue of a share, becomes payable at a times fixed time, whether on account of the nominal amount of the share or by way of premium, as if the same had become payable by virtue of a call duly made and notified. Payment of call in 32. The Board may, if it thinks fit, receive from any member willing to advance all or any advance part of the moneys uncalled and unpaid upon any shares held by him and upon all or any part of the moneys so advanced may (until the same would, but for such advance become presently payable) pay interest at such rate as the Board may decide but shall not in respect of such advances confer a right to the dividend or to participate in profits or to any voting rights. Partial payment 33. Neither a judgement nor a decree in favour of the Company for call or other moneys not to preclude due in respect of any share nor any part payment or satisfaction thereunder nor the forfeiture receipt by the Company of a portion of any money which shall from time to time be due from any member in rspect of any share, either by way of principal or interest nor any indulgence granted by the Company in respcet of the payment of any such money shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided. Persons by whom 34. If, by the conditions of allotment of any share, the whole or part of the amount or issue instalments are price thereof shall be payable by instalments, every such instalment shall, when due, payable be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the share or his legal representative or representatives, if any. Liability of joint 35. The joint holders of a share or shares shall be severally as well as jointly liable for the holders of shares payment of all instalments and calls and interest and expenses, if any, due in respect of such share or shares.

TRANSFER AND TRANSMISSION OF SHARES Transfer of shares 36. (1) The instrument of transfer of any shares in the Company shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain holder of the shares until the name of the transferee is entered in the Register in respect thereof. The instrument of transfer shall be in respect of only one class of shares. 30

Memorandum23-76.p65 30 12/15/2009, 2:44 PM (2) The Board shall not register any transfer of shares unless a proper instrument of transfer duly stamped and executed by the transferor and the transferee has been delivered to the Company along with the certificate and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares. Provided that where it is proved to the satisfaction of the Board that an instrument of transfer signed by the transferor and the transferee has been lost, the Company may, if the Board thinks fit, on an application in writing made by the transferee and bearing the stamp required on an instrument of transfer, register the transfer on such terms as to indemnity as the Board may think fit. (3) An application for the registration of the transfer of any share or shares may be made either by the transferor or the transferee; provided that where such application is made by the transferor, no registration shall in the case of partly paid shares be effected unless the Company gives notice of the application to the transfree. The Company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register the name of the transfree in the same manner and subject to the same conditions as if the application for registration was made by the transferee. (4) For the purpose of clause (3), notice to the transferee shall be deemed to have been duly given if despatched by prepaid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been delivered at the time at which it would have been delivered in the ordinary course of post. (5) Nothing in clause (4) shall prejudice any power of the Board to register as a shareholder any person to whom the right to any share has been transmitted by operation of law. (6) Nothing in this Article shall prejudice the power of the Board to refuse to register the transfer of any shares to a transferee, whether a member or not. *36(A) Without prejudice to the provisions contained in Article 38, the Directors shall be entitled to refuse applications for transfer of less than twenty five equity shares of the Company, provided however, that this restriction shall not apply to: (a) transfer of equity shares made in pursuance of any provision of law or a statutory order or an order of a competent Court of Law. (b) transfer of the entire holding of equity shares by an existing equity shareholder of the Company holding less than twenty five equity shares provided that the total holding of the transferees will not be less than twenty five equity shares after the said transfer. (c) transfer of more than twenty five equity shares in the aggregate in favour of the same transferee under one or more transfer deeds, out of which one or more relate/s to transfer of less than twenty five equity shares. Provided that where a member is holding equity shares in lots higher than the transferable unit of trading and transfers are in lots of transferable unit, the

* Substituted for the previous Article 36A in terms of Special Resolution passed at the 36th AGM held on 29th April, 1985.

Memorandum23-76.p65 31 12/15/2009, 2:44 PM residual shares shall be permitted to stand in the name of such transferor, notwithstanding that the residual holding would be below twenty five equity shares; (d) transfer of equity shares held by a member which are less than twenty five but which have been allotted to him by the Company as a result of an issue of Bonus and/or Rights shares or any shares resulting from conversion of debentures. Without prejudice to the provisions contained in Article 21, the Directors shall be entitled to refuse applications for sub-division or consolidation of shares into denominations of less than twenty five except when such a sub-division or consolidation is required to be made to comply with a statutory order or an order of a competent Court of Law or a request from a member to convert his holding of odd lots of shares into transferable/marketable lots, subject, however, to verfication by the Company. The Board of Directors of the Company shall have power to agree to such changes or modifications as may become necessary in this behalf. Form of Transfer *37. Shares in the capital of the Company shall be transferred by an instrument of transfer in writing signed by the transferor and the transferee duly stamped and such instrument of transfer shall be in the prescribed form and shall in all respects comply with the provisions of Section 108 of the Companies Act and the rules prescribed thereunder. Board’s right to 38. (1) The Board may at any time in its absolute discretion and without assigning any refuse to register reason decline to register any transfer of shares, whether fully paid-up or not and whether the transferee is a member of the Company or not and may also decline to register any transfer of shares on which the Company has a lien. Provided that the Board shall not be entitled to decline to register any transfer of fully paid up shares or shares credited as fully paid up where the transferor and the transferee are companies comprised in the group of companies known as the Tube Investments Group of Companies. The term “Tube Investments Group of Companies” shall mean Tube Investments Limited and also subsidiary companies of Tube Investments Limited, incorported under the Companies Act for the time being in force in the United Kingdom. ** Provided further that the registration or acknowledgment of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any person indebted to the Company on any account whatsoever except in the exercise of the lien on partly paid shares for arrears of calls thereon in terms of Article-23. (2) If the Board refuses to register any transfer or transmission of right, they shall within 2 months from the date on which the instrument of transfer or the intimation of such transmission was delivered to the Company send notice of the refusal to the transferee and the transferor or to the person giving intimation of such transmission as the case may be. (3) In case of such refusal by the Board, the decision of the Board shall be subject to the right of appeal conferred by Section 111. (4) The provisions of this clause shall apply to transfers of stock also.

* Substituted at the 19th AGM held on 9th December, 1968. ** Amended at the 19th AGM held on 9th December, 1968.

Memorandum23-76.p65 32 12/15/2009, 2:44 PM *39. No fee shall be charged by the Company for transfer of shares or transmission of Transfer Fee shares or for registration of any Powers of Attorney, Probates, Letters of Administration or similar documents or for issue of fresh share certificates in the lieu of surrendered certificates for consolidation, splitting or otherwise. **40.The Board may at its discretion remit any fees chargeable under these presents for Remission of fees renewal of share certificates or for any other matter. 41. The Company shall keep a book to be called the “Register of Members” and therein Register of Members shall be entered the particulars of every transfer or transmission of any shares and all other particulars of shares required by the Act to be entered in such Register. 42. The instrument of transfer shall, after registration, remain in the custody of the Custody of Transfer Company. The Board may cause to be destroyed all transfer deeds lying with the Deeds Company for a period of 6 years or more. 43. The Board may after giving not less than 7 days previous notice by advertisement Closure of Register in some newspaper circulating in the district in which the Registered Office of the of Members and Company is situate, close the Register of Members or the Register of Register of Debentureholders for any period or periods not exceeding in the aggregate 45 days Debentureholders in each year but not exceeding 30 days at any one time. 44. (1) The executors or administrators of deceased member (not being one of several Transmission of joint holders) shall be the only person recognised by the Company, as having Registered Shares any title to the shares registered in the name of such member and in the case of death of any one or more of the joint holders of any registered shares, the survivors shall be the only persons recognised by the Company as having any title to or interest in such shares. Provided that if the member should have been a member of a joint Hindu family, the Board on being satisfied to that effect and on being satisfied that the shares standing in his name in fact belonged to the joint family, may recognise the survivors of the Karta thereof as having title to the shares registered in the name of such member, provided further that in any case it shall be lawful for the Board in its absolute discretion to dispense with the production of probate or letters or administrations or other legal representation upon such terms as to indemnity or otherwise as to the Board may seem just. (2) Nothing in clause (1) shall release the estate of a deceasd joint holder from any liability in respect of any shares which were jointly held by him with other persons. 45. (1) Any person becoming entitled to a share in consequence of the death or Rights and insolvency of a member may, upon such evidence being produced as may Liabilities of Legal from time to time be required by the Board and subject as herein after provided, Representatives elect either: (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made.

* Substituted at the EGM held on 29th April, 1965. ** Substituted at the EGM held on 29th April, 1965.

Memorandum23-76.p65 33 12/15/2009, 2:44 PM (2) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. Notice of 46. (1) If the person so becoming entitled shall elect to be registered as holder of the Election by Legal share himself, he shall deliver or send to the Company a notice in writing signed Representatives by him stating that he so elects. (2) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (3) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. (4) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share, until the requirements of the notice have been complied with. Company’s right 47. The Company shall incur no liability or responsibility whatever in consequence of to register their registering or giving effect to any transfer of shares made or purporting to be transfer by made by any apparent legal owner thereof (as shown or appearing in the Register) to apparent legal the prejudice of persons having or claiming any equitable right, title or interest to or in owner the same shares notwithstanding that the Company may have had notice of such equitable right or referred thereto in any books of the Company and the Company shall not be bound by or required to regard or attend to or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in the books of the Company; but the Company shall, neverthless, be at liberty to have regard and attend to any such notice and give effect thereto, if the Board shall think fit. *47A.Dematerialisation of Securities Definitions (1) For the purpose of this Article: “Beneficial Owner” means a person whose name is recorded as such with a Depository. “SEBI” means the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992. “Depositories Act” means the Depositories Act, 1996, including any statutory modifications or re-enactment thereof for the time being in force.

* Added in terms of a Special Resolution passed at the 50th AGM held on 23rd July, 1999.

Memorandum23-76.p65 34 12/15/2009, 2:44 PM “Depository” means a company formed and registered under the Companies Act, 1956 and which has been granted a certificate of registration under Sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992. “Member” means the duly registered holder from time to time of the shares of the Company and includes every person whose name is entered as a Beneficial Owner in the records of the Depository. “Debentureholder” means the duly registered holders from time to time of the debentures of the Company. “Regulations” means the regulations made by the SEBI. “Security” means such security as may be specified by the SEBI. Words imparting the singular number only include the plural number and vice versa. Words imparting persons include corporations. Worlds and expressions used and not defined in this Article shall have the same meanings respectively assigned to them in the Depositories Act. (2) Either the Company or the investor may exercise an option to issue, deal in, Company to hold the securities (including shares) with a Depository in electronic form recognize interest in and the certificates in respect thereof shall be dematerialised, in which event dematerialised the rights and obligations of the parties concerned and matters connected securities under therewith or incidental thereof, shall be governed by the provisions of the Depositories Act Depositories Act. (3) Notwithstanding anything contained in these Articles, the Company shall be Dematerialisation/ entitled to dematerialise its existing securities, rematerialise its securities held Rematerialisation of in the Depositories and/or offer its fresh securities in a dematerialised form Securities prsuant to the Depositories Act and the rules framed thereunder, it any. (4) All securities held by a Depository shall be dematerialised and be in fungible Securities in form. Nothing contained in Sections 153, 153A, 153B, 187B, 187C, 372Aof Depositories to be in the act shall apply to a Depository in respect of the securities held by it on fungible form behalf of the Beneficial Owners. (5) (a) Notwithstanding anything to the contray contained in the Act or these Rights of Articles, a Depository shall be deemed to the registered owner for the Depositories and purposes of effecting transfer of ownership of security on behalf of the Beneficial Owners Beneficial Owner. (b) Save as otherwise provided in (a) above, the Depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the security held by it. (c) Every person holding securities of the Company and whose name is entered as the Beneficial Owner in the records of the Depository shall be deemed to be a member of the Company. The Beneficial Owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a Depository.

Memorandum23-76.p65 35 12/15/2009, 2:44 PM Beneficial Owner (6) Except as ordered by a Court of competent jurisdiction or as required by law, the deemed as absoute Company shall be entitled to treat the person whose name appears on the Register owner of Members as the holder of any share or where the 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 benami trust or equitable, contingent, future or partial interest in any share, or (except only as is by these articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto in accordance with these articles, on the part of any other person whether or not it has express or implied notice thereof, but the Board shall be at its sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them. Cancellation of (7) Upon receipt of certificate of securities on surrender by a person who has entered certificates upon into an agreement with the Depository through a Participant, the Company shall surrender by a cancel such certificate and substitute in its records the name of Depository as the person registered owner in respect of the said securities and shall also inform the Depository accordingly.

Options for (8) Every person subcribing to securities offered by the Company shall have the option to receive security certificates or to hold the securities with a depository. Investors Such a person who is the benefical owner of the securities can at any time opt out of a depository, if permitted by law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities. If a person opts to hold his security with a depository, the Company shall intimate such depository the details of allotment of the security, and on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the security.

Provisions of Articles (9) Except as specifically provided in these Articles, the provisions relating to joint to apply to shares holders of shares, calls, lien on shares,forfeiture of shares and transfer and held in Depository transmission of shares shall be applicable to shares held in Depository. Distinctive Number (10) The shares in the capital shall be numbered progressively according to their of Securities held in several denominations, provided however, that the provision relating to a Depository progressive numbering shall not apply to the shares of the Company which are dematerialised or may be dematerialised in future or issued in future in dematerialised form.

Register and Index (11) The Company shall cause to be kept a Register and Index of Members and a of Beneficial Owners Register and Index of Debentureholders in accordance with Sections 151 and 152 of the Act respectively, and the Depositories Act, with details of shares and debentures held in material and dematerialised forms in any media as may be permitted by law including in any form of electronic media. The Register and Index of Beneficial Owners maintained by a Depository under Section 11 of the Depositories Act shall be deemed to be Register and Index of Members and Register and Index of Debentureholders,as the case may be, for the purpose of the Act. The Company shall have the power to keep in any state or country outside India a branch Register of Members resident in that state or country.

Memorandum23-76.p65 36 12/15/2009, 2:44 PM FORFEITURE OF SHARES

48. If a member fails to pay any call or instalment of a call on the day appointed for the If call or instalment payment thereof, the Board may, at any time thereafter, during such time as any not paid, notice may part of such a call or instalment remains unpaid, serve a notice on him requiring be given payment of so much of the call or instalment as is unpaid, together with any interest, which may have accrued. 49. The notice aforesaid shall name a further day (not earlier than the expiration of Form of Notice fourteeen days from the date of service of the notice), on or before which the payment required by the notice is to be made, and shall state that, in the event of non- payment on or before the day appointed, the shares in respect of which the call was made will be liable to be forfeited. 50. If the requirements of any such notice as aforementioned are not complied with, If Notice not any share in respect of which the notice has been given may, at any time thereafter complied with, before the payment required by the notice has been made, be forfeited by a resolution shares may be of the Board to the effect. Such forfeiture shall include all dividends declared in forfeited respect of the forfeited shares and not actually paid before the forfeiture. 51. The Board may accept in the name and for the benefit of the Company and upon Surrender of shares such terms and conditions as may be agreed upon, the surrender of any share liable to forfeiture and so far as the law permits of any other shares. 52. A forfeited or surrendered share may be sold or otherwise disposed of on such Board’s right to terms and in such a manner as the Board may think fit, and at any time before such disposal of forfeited a sale or disposal, the forfeiture or surrender may be cancelled on such terms as the shares or cancellation Board may think fit. of forfeiture 53. A person whose shares have been forfeited shall cease to be a member in respect of Liability after the forfeited shares; but shall, notwithstanding the forfeiture remain liable to pay forfeiture and shall forthwith pay to the Company all moneys, which at the date of forfeiture were presently payable by him to the Company in respect of the shares, whether such claim be barred by limitation on the date of the forfeiture or not but his liability shall cease if and when the Company received payment in full of all such moneys in respect of the shares. 54. A duly verified declaration in writing that the declarant is a director of the Company Declaration of and that a share in the Company has been duly forfeited on a date stated in the forfeiture declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and that declaration and the receipt of the Company for the consideration, if any, given for the share on the sale or disposal thereof, shall constitute a good title to the share and the person to whom the share is sold or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 55. The provisions of these regulations as to forfeiture shall apply in the case of non- Non-payment of payment of any sum which, by the terms of issue of a share, becomes payable at a sums payable at fixed time, whether on account of the nominal amount of the share or by way of fixed times premium or otherwise, as if the same had been payable by virtue of a call duly made and notified.

Memorandum23-76.p65 37 12/15/2009, 2:44 PM SET - OFF OF MONEYS DUE TO SHAREHOLDERS

Set-off to moneys 56. Any money due from the Company to a shareholder may, without the consent of such due to shareholder, be applied by the Company in or towards payment of any money due shareholders from him, either alone or jointly with any other person, to the Company in respect of calls. CONVERSION OF SHARES INTO STOCK

Conversion of 57. The Company may, by ordinary resolution, convert all or any fully paid-up shares of Shares any denomination into stock and vice versa. Transfer to Stock 58. 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. Rights of 59. The holders of stock shall according to the amount of stock held by them have the Stockholders 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. Applicability of 60. Such of the regulations contained in these presents (other than those relating to share Regulations to warrants) as are applicable to fully paid-up shares shall apply to stock and the words stock and ‘share’ and ‘shareholders’ in these presents shall include ‘stock’ and ‘stockholder’ stockholders respectively.

SHARE WARRANTS Issue of Share 61. (1) The Company may issue share warrants subject to and in accordance with Warrants provisions of Sections 114 and 115 and accordingly, the Board may in its discretion, with respect to any share which is fully paid-up, on application in writing signed by the person registered as holder of the share and authenticated by such evidence, if any, as the Board may, from time to time, require as to the identity of the person signing the application, and on receiving the certificate, if any, of the share, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a share warrant and may provide by coupons or otherwise for the payments of the future dividends on the shares specified in the share warrant. (2) A share warrant shall entitle the bearer to the shares included in it and the shares shall be transferred by the delivery of the share warrant and the provisions of the Articles of the Company with respect to transfer and transmission of shares shall not apply thereto. (3) The bearer of a share warrant shall, on surrender of the warrant to the company for cancellation and on payment of such fee as the Board may from time to time prescribe, be entitled to have his name entered as a member in the Register of Members in respect of the shares included in the warrant.

Memorandum23-76.p65 38 12/15/2009, 2:44 PM 62. (1) The bearer of a share warrant may at any time deposit the warrant at the Requisition of Registered Office of the Company and so long as the warrant remains so Meeting by Bearer of deposited, the depositor shall have the same right of signing requisition for Share Warrants calling meeting of the Company and of attending and voting and exercising the other privileges of a member at any meeting held after the expiry of two clear days from the time of deposit as if his name were inserted in the Register of Member as the holder of the shares included in the deposited warrant. (2) Not more than one person shall be recognised as depositor of the share warrant. (3) The Company shall on two days written notice return the deposited share warrant to the depositor. 63. (1) Subject as herein otherwise expressly provided, no person shall as bearer of Disabilities of a share warrant sign a requisition for calling a meeting of the Company or Holder attend or vote or exercise any other privilege of a member at a meeting of the Company or be entitled to receive any notices from the Company. (2) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register as the holder of the shares included in the warrant and he shall be a member of the Company. 64. The Board may, from time to time, make rules as to the terms on which, if they Renewal shall think fit, a new share warrant or coupon may be issued by way of renewal in case or defacement, loss or destruction of the original warrant or coupon.

ALTERATION OF CAPITAL 65. (1) The Company in General Meeting may from time to time alter the conditions Alteration and of its Memorandum of Association as follows, that is to say, it may - Consolidation of Capital (a) increase it share capital by such amount as it thinks expedient by creating new shares; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) convert all or any of its fully paid-up shares into stock and re-convert that stock into fully paid-up shares of any denomination; (d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum, so however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; (e) cancel any shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. (2) The resolution whereby any share is sub-divided may determine that, as between the holders, of the share resulting from such sub-division, one or more of such shares shall have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the others.

Memorandum23-76.p65 39 12/15/2009, 2:44 PM Application of 66. The new shares shall be subjected to the same provisions with reference to the payment provisions to of calls, lien, transferer, transmission, forfeiture, and otherwise as the shares in the new shares original share capital. Reduction of 67. The Company may by special resolution reduce in any manner and with and subject to Capital, etc. by any incident authorised and consent required by law : Company (a) its Share Capital; (b) any Capital Redemption Reserve Fund; or (c) any Share Premium Account

GENERAL MEETINGS Annual General *68. (1) The Company shall in each year, hold in addition to any other General Meetings, Meeting a General Meeting which shall be styled as its Annual General Meeting at intervals and in accordance with the provisions specified below : (a) Every Annual General Meeting shall be held by the Company within six months after the expiry of each financial year and not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next, subject however, to the power of the Registrar of Companies to extend the time by a period not exceeding three months within which such a meeting can be held. (b) Every Annual General Meeting shall be called for at a time during business hours on a day that is not a public holiday and shall be held either at the Registered Office of the Company or at some other place within the city, town or village in whch the Registered Office of the Company is situate, and the notice calling such meeting shall specify it as the Annual General Meeting. Provided, however, the Company may by a resolution passed in one Annual General Meeting fix the time for its subsequent Annual General Meetings. (c) Notice calling such meetings shall specify them as the Annual General Meetings. (2) All other General Meetings shall be referred to as Extraordinary General Meetings.

Board’s right to 69. The Managing Directors shall convene an Extraordinary General Meeting, if so required summon by the Board, subject to such directions, if any, given by the Board. Extraordinary General Meeting Managing Directors’ 70. The Managing Directors also may, whenever they think fit, convene an Extraordinary right to summon General Meeting at such time and place as they may deem fit. Ex.Gen. Meeting Extraordinary 71. (1) The Board shall on the requisition of such number of members of the Company General Meeting as is specified below proceed duly to call an Extraordinary General Meeting of by Requisition the Company and comply with the provisions of the Act in regard to meetings on requisition.

* Substituted in terms of a Special Resolution passed at the 21st AGM held on 10th December, 1970.

Memorandum23-76.p65 40 12/15/2009, 2:44 PM (2) The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists and shall be deposited at the Registered Office of the Company or sent to the Company by registered post addressed to the Company at its Registered Office. (3) The requisition may consist of several documents in like form each signed by one or more requisitionists. (4) The number of members entitled to requisition a meeting in regard to any matter shall be such number of them as hold on the date of the deposit or despatch to the Registered Office of the requisition, not less than 1/10th of such of the paid-up capital of the Company as at that date carries the right of voting in regard to the matter set out in the requisition. (5) If the Board does not within 21 days from the date of the deposit of the requisition with regard to any matters proceed duly to call a meeting for the consideration of those matters, on a day not later than 45 days from the date of deposit of the requisition, the meeting may be called by the requisitionists themselves or such of the requisitionists as represent either majority in value of the paid-up share capital held by all of them or not less than 1/10th of such paid-up capital of the Company as is referred to in clause (4) above, whichever is less. 72. A General Meeting of the Company may be called by giving not less than 21 days Length of Notice for notice in writing, provided that a General Meeting may be called after giving shorter Calling Meeting notice if consent thereto is accorded in the case of the Annual General Meeting by all the members entitled to vote thereat and in the case of any other meeting, by members of the Company holding not less than 95% of that part of the paid-up share capital which gives the right to vote on the matters to be considered at the meeting. Provided that were any members of the Company entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for purpose of this clause in respect of the former resolution or resolutions and not in respect of the latter. 73. The accidental omission to give notice of any meeting to or the non-receipt of any Accidental omission such notice by any of the members shall not invalidate the proceedings of, or any to given notice not to resolution passed at such meeting. invalidate meeting 74. All business shall be deemed special that is transacted at an Extraordinary General Special Business and Meeting and also that is transacted at an Annual General Meeting with the exception Statement to be of sanctioning a dividend, the consideration of the accounts, Balance Sheets and annexed Reports of the Directors and Auditors, the election of the Directors in the place of those retiring, and the appointment of and the fixing of the remuneration of Auditors. Where any items of business to be transacted at the meeting are deemed to be special as aforesaid, there shall be annexed to the notice of the meeting a statement seeting out all material facts concerning each such item of business, including in particular the nature and extent of the interest, if any, therein of every Director, the Managing Director and the Manager, if any. If any item of business consists of the according of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.

Memorandum23-76.p65 41 12/15/2009, 2:44 PM PROCEEDINGS AT GENERAL MEETINGS Quorum 75. Five Members personally present shall be a quorum for a General Meeting and no business shall be transacted at any General Meeting unless the requisite quorum is present at the time when the meeting proceeds to business. If quorum not 76. If within half an hour from the time apointed for the meeting a quorum is not present, present when the meeting, if called upon the requisition of members, shall be dissolved ; in any meeting to be other case, it shall stand adjourned to the same day in the next week at the same time dissolved and and place or to such other day and at such other time as the Board may determine and when to be if at the adjourned meeting a quorum is not present within half an hour from the time adjourned appointed for the meeting, the members present shall be quorum. Chairman of *77. (1) The Chairman of the Board of Directors and in his absence the Deputy Chairman General Meeting of the Board of Directors shall presides as Chairman at every General Meeting of the Company. (2) If there is no such Chairman or Deputy Chairman, or if at any meeting either of them is not present with fifteen minutes after the time appointed for holding the meeting or being present is unwilling to act as Chairman of meeting, the members present shall choose another Director as Chairman of the meeting, and if no Director be present or if all the Directors decline to take the chair, then the members present shall choose one of their number to be Chairman of the meeting. Adjournment of 78. The Chairman may, with the consent of any meeting at which a quorum is present and Meeting shall, if so directed by the meeting, adjourn that meeting from time to time and from place to place; but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. Questions at 79. At any General Meeting, a resolution put to the vote of the meeting shall be decided General Meeting on a show of hands unless a poll is, before or on the declaration of the result of the how decided show of hands, demanded in accordance with the provisions of Section 179. Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried unanimously or by a particular majority or lost and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. Casting Vote 80. In the case of an equality of votes, the Chairman shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes to which he may be entitled as a member. Taking of poll 81. If a poll is duly demanded in accordance with the provisions of Section 179, it shall be taken in such manner as the Chairman directs, and the results of the polls shall be deemed to be the decision of the meeting on the resolutions on which the poll was taken.

* Substituted in terms of a Special Resolution passed at the 21st AGM held on 10th December, 1970.

Memorandum23-76.p65 42 12/15/2009, 2:44 PM 82. A poll demanded on the election of Chairman or on a question of adjournment shall In what cases poll be taken forthwith. A poll demanded on any other question shall be taken at such taken without time not being later than 48 hours from the time when demand was made, as the adjournment Chairman may direct. 83. (1) Every member of the Company holding any Equity Shares shall have right to Votes vote in respect of such shares on every resolution placed before the meeting. On a show of hands, every such member present in person shall have one vote. On a poll, his voting right in respect of such shares shall be in proportion to his share of the paid-up equity capital of the Company. (2) The holders of Redeemable preference Shares shall have a right to vote on resolutions placed before the Company which directly affect the rights attached to the Redeemable Preference Shares and subject as aforesaid the holders of Redeemable preference shares shall in respect of such capital be entitled to vote on every resolution placed before the Company at a meeting if the dividend due on such capital or any part of such dividend remains unpaid in respect of an aggregate period of not less than 2 years preceding the date of commencement of the meeting, and where the holder of any Redeemable Preference Shares has a right to vote as aforesaid on any resolution, every such member personally present shall have one vote and on a poll his voting right in respect of such share capital shall be in the same proportion as the capital paid up in respect of such Redeemable Preference Shares bears to the total paid-up Equity Capital of the Company. (3) The holders of other class of Preference Shares, if any, shall have the right to vote according to the provisions of Section 87. 84. (1) No objection shall be raised to the qualification of any voter except at the Validity of votes meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. (2) Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive. 85. A demand for a poll shall not prevent the continuance of a meeting for the transaction Business may of any business other than that on which a poll has been demanded. The demand proceed not for a poll may be withdrawn at any time by the person or persons who made the withstanding demand. demand for poll 86. In the case of joint holders, the vote of the first named of such joint holders who Voting by joint tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of holders the votes of the other joint holders. 87. A member of unsound mind, or in respect of whom an order has been made by any Member of unsound Court having jurisdiction in lunacy, or minor may vote, whether on a show of mind or minor hands, or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 88. No member shall be entitled to vote at any General Meeting unless all calls or other No member entitled sums presently payable by him in respect of shares in the Company have been to vote while call due paid. to Company

Memorandum23-76.p65 43 12/15/2009, 2:44 PM Proxies permitted 89. On a poll, votes may be given either personally or by proxy. A company may vote in on polls accordance with the provisions of Section 187. Instrument of 90. (1) The instrument appointing a proxy shall be in writing under the hand of appointer Proxy or of his attorney duly authorised in writing, or if the appointer is a Corporation either under the common seal or under the hand of an officer or attorney so authorised. Any person may act as proxy, whether he is a member or not. (2) A corporate body (whether a company within the meaning of the Act or not) may, if it is a member or a creditor or a debenture holder of the Company, by the resolution of its Board of Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of members or at any meeting of any creditors of the Company held in pursuance of the Companies Act or any rules made thereunder or in pursuance of the provisions contained in any Debenture or Trust Deed as the case may be. The person so authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers including the right to vote by proxy on behalf of the body corporate which he represents, as he could exercise if he were a member, creditor or holder of debentures of the Company. (3) So long as an authorisation under clause (2) above is in force, the power to appoint a proxy shall be exercised only by the person so appointed as representative. Proxy to be 91. The instrument appointing a proxy and the power of attorney or other authority, if any, deposited at the under which it is signed or a notarially certified copy of that power or authority, shall office be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default, the instrument of proxy shall not be trated as valid. Validity of vote by 92. A vote given in accordance with the terms of an instrument of proxy shall be valid, Proxy notwithstanding the previous death of the appointer, or the revocation of the proxy, or the transfer of the share in respect of which the proxy is given; provided that no intimation in writing of the death, revocation or transfer shall have been received at the Registered Office of the Company before the commencement of the meeting or adjourned meeting at which the proxy is used. Form of Proxy 93. Any instrument appointing a proxy may be in the following or in any other form which the Board shall approve.

Memorandum23-76.p65 44 12/15/2009, 2:44 PM I General Form TUBE INVESTMENTS OF INDIA LIMITED

I/We ...... of ...... in the District of ...... being a member(s) of the above named company hereby appoint Sri ...... of ...... in the District of ...... or failing him Sri ...... of ...... in the District of ...... as my/our proxy to vote for Annual General Meeting me/us and on my/our behalf at the ...... Extraordinary General Meeting of the Company to be held on ...... day the ...... day of ...... , ...... and at every adjournment thereof. Dated the ...... day of ...... , ......

Signature II Form for affording members an opportunity of voting for or against the resolutions TUBE INVESTMENTS OF INDIA LIMITED

I/We ...... of ...... in the District of ...... being a member(s) of the above named Company hereby appoint Sri ...... of ...... in the District of ...... or failing him Sri ...... of ...... in the District of ...... as my/our proxy to vote for Annual General Meeting me/us and on my/our behalf at the ...... Extraordinary General Meeting of the Company to be held on ...... day the ...... day of ...... , ...... and at every adjournment thereof.

I/We direct the proxy to vote. For / against Resolution No.1 For / against Resolution No.2 For / against Resolution No.3 Dated the ...... day of ...... , ......

Signature IMPORTANT Note :- Strike our “for” or “against” as appropriate. Unless this is done and unless otherwise instructed, the proxy will act as he thinks fit.

Memorandum23-76.p65 45 12/15/2009, 2:44 PM President of the @93A.(a) The Board of Directors may from time to time or at any time appoint any person Company as the President of the Company and the person so appointed shall hold office as President for his life or for such period as the Board of Directors may determine when making the appointment or at any other time. The President need not be a Director or a Shareholder. (b) Sir A. Ramaswami Mudaliar shall be the first president of the Company and shall hold office for life.

DIRECTORS Number of *94. Until otherwise determined by a General Meeting, the number of Directors shall Directors and be not less than four and not more than twelve, including any ex-officio Directors. first Directors The first Directors of the Company were :- 1. Sir A. Ramaswami Mudaliar, K.C.S.I., D.C.L. (Oxon) 2. Sri A.M.M. Murugappa Chettiar 3. Sir I.A.R. Stedeford 4. Sri A. Chamberlain, Esq. 5. Sri A.M.M. Arunachalam **95.

Remuneration of ***96. Every Director (including the ex-officio Directors) shall be paid a sitting fee of Directors such sum subject to the ceiling prescribed by the Central Government for each meeting of the Board of Directors or of any Committe thereof attended by him and shall be paid in addition thereto all travelling, hotel and other expenses properly incurred by him in attending and returning from meetings of the Board of Directors or of any Committee thereof or General Meetings of the company or in connection with the business of the Company to and from any place. $ The Board of Directors may revise the sitting fees payable to the Directors from time to time, not exceeding such sum as may be prescribed under the Companies Act, 1956 or any statutory modification or reenactment thereof or by the Central Government. @@96. (A) A Director who is neither in the whole-time employment of the Company nor a Managing Director may be paid remuneration. either (a) by way of a monthly, quarterly or annual payment with the approval of the Central Government. or

@ Added in terms of a Special Resolution passed at the 27th AGM held on 29th June, 1976. * (Amended at the AGM held on 29th July, 2004) ** Deleted by Special Resolution passed at the Annual General Meeting held on 27th July 2001. *** Substituted in terms of a Special Resolution passed at the EGM held on 6th October, 1988. $ Substituted in terms of a Special Resolution passed at the EGM held on 15th September, 2000. @@Added at the EGM held on 19th December, 1980.

Memorandum23-76.p65 46 12/15/2009, 2:44 PM (b) by way of commission if the Company by Special Resolution authorises such payment. Provided that the remuneration paid to such Director, or where there is more than one such Director, to all of them together, shall not exceed - (i) one percent of the net profits of the Company, if the Company has a managing or whole-time Director or a manager; (ii) three percent of the net profits of the Company, in any other case; Provided further that the Company in General Meeting may, with the approval of the Central Government, authorise the payment of such remuneration at a rate exceeding one percent or, as the case may be, three percent of its net profits. *97. Any person whether a member of the Company or not, may be appointed a Director Share Qualification and no qualification by way of holding shares shall be required of any Director. of Directors 98. If the office of any Director becomes vacant before the expiry of the period of his Casual Vacancy directorship in normal course, the resulting casual vacancy may be filled by the Board at a meeting of the Board. Any person so appointed shall hold office only up to the date up to which the Director in whose place he was appointed would have held office if the vacancy had not occurred as aforesaid. 99. The Board may, from time to time, appoint any person as an Additional Director Additional Director provided that the number of Directors and Additional Directors together shall not exceed the maximum number of Directors fixed under Article 94 above. Any person so appointed as an Additional Director shall hold office up to the date of the next Annual General Meeting of the Company but shall be eligible for appointment by the Company as a Director at that meeting subject to the provisions of the Act. 100. (1) The office of a Director shall be vacated if: Vacation of office by Directors (a) (deleted by Special Resolution passed at the Eleventh Annual General Meeting held on 28th November 1960;) (b) he is found to be of unsound mind by a Court of competent jurisdiction; (c) he applies to be adjudicated an insolvent; (d) he is adjudged an insolvenet; (e) he is convicted by a Court in India of any offence and is sentenced in respect thereof to imprisonment for not less than six months; (f) he fails to pay any call in respect of shares of the Company held by him, whether alone or jointly with others, within six months from the last date fixed for the payment of the call; (g) he absents himself from three consecutive meetings of the Board or from all meetings of the Board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board; (h) he, or any firm in which he is a partner or any private company of which he is a director, accepts a loan or any guarantee or security for a loan from the Company in contravention of Section 295.

* Substituted in terms of a Special Resolution passed at the AGM held on 28th November, 1960.

Memorandum23-76.p65 47 12/15/2009, 2:44 PM (i) he acts in contravention of Section 299; (j) he becomes disqualified by an order of Court under Section 203; (k) he is removed in pursuance of Section 284; (2) Notwithstanding anything in sub-clauses (d), (e) and (j) aforesaid, the disqualification referred to in those clauses shall not take effect - (a) for thirty days from the date of the adjudication, sentence or order; (b) where any appeal or petition is preferred within the thirty days aforesaid against the adjudication, sentence or conviction resulting in the sentence or order until the expiry of seven days, from the date on which such appeal or petition is disposed or; (c) where within the seven days aforesaid, any further appeal or petition is preferred in respect of the adjudication, sentence, conviction or order and the appeal or petition, if allowed, would result in the removal of the disqualification, until such further appeal or petition is disposed of. Alternate Directors 101. (1) The Board may appoint an Alternate Director to act for a Director, hereinafter called in this clause “the original Director” during his absence for a period of not less than 3 months from the state in which the meetings of the Board are ordinarily held. (2) An Alternate Director appointed as aforesaid shall vacate office if and when the original Director returns to the state in which meetings of the Board are ordinarily held. Directors may 102. (1) Subject to the provisions of the Act, the Directors including the Managing contract with Directors shall not be disqualified by reason of their office as such from Company contracting with the Company either as vendor, purchaser, lender, agent, broker, or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any Director or the Managing Director or with any company or partnership of or in which any Director or with any Director or the Managing Director or with any company or partnership of or with any Director or the Managing Director shall be a member or otherwise interested be avoided nor shall any Director or the Managing Director so contracting or being such member or so interested be liable to account to the Company for any profit realised by such contract or arrangement by reason only of such Director or the Managing Director holding that office or of the fiduciary relation thereby established, but the nature of the interest must be disclosed by him or them at the meeting of the Board at which the contract or arrangement is determined on, if the interest then exists or in any other case at the meeting of the Board after the acquisition of interest. Provided nevertheless that no Director shall vote as a Director in respect of any contract or arragement in which he is so interested as aforesaid and if he does so, his vote shall not be counted but he shall be entitled to be present at the meeting during the transaction of the business in relation to which he is precluded from voting although he shall not be counted for the purpose of ascertaining whether there is quorum to Directors present. This proviso shall not apply to any contract by or on behalf of the Company to give to the Directors or the Managing Directors or any of them any security by way of indemnity against any loss which they or any of them suffer by becoming or being sureties for the Company. A general notice that any Direcotr is a director

Memorandum23-76.p65 48 12/15/2009, 2:44 PM or a member of any specified company or is a memeber of any specified firm and is to be regarded as interested in any subsequent transaction with such company or firm shall, as regards any such transaction, be sufficient disclosure under this Article and after such general notice it shall not be necessary to give any special notice relating to any particular transaction with such company or firm. (2) A Director may be or become a director or member of any company promoted by this Company or in which this Company may be interested as vendor, shareholder or otherwise and no such Director shall be accountable to the Company for any benefits received as a Director or member of such company. 103. Except as otherwise provided by these Articles, all the Directors of the Company Right of Directors shall have in all matters equal rights and privileges, and be subject to equal obligations and duties in respect of the affairs of the Company.

ROTATION OF DIRECTORS 104. (1) At the Annual General Meeting of the Company in every year, one-third of Rotation and the Directors who are liable to retire by rotation for the time being or, if their Retirement of number is not three or a multiple of three, then the number nearest to one- Directors third shall retire from office. (2) Ex-officio Directors shall not be liable for retirement by rotation. @ (3) The term ex-officio Director means any Managing Director for the time being holding office as such and any Director appointed under Article 129 (4) below and whole-time Director/s appointed under Article 141 -A. 105. A retiring Director shall be eligible for re-election and the Company at the General Retiring Director Meeting at which a Director retires in the manner aforesaid may fill up the vacancy eligible for by appointing the retiring Director or some other person thereto. re-election 106. The Directors to retire in every year shall be those who have been longest in office Which Director to since their last election; but, as between persons who become Directors on the retire same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot. 107. If at any General Meeting at which an election of Directors ought to take place, the Retiring Directors to place of any retiring Director is not filled up, and the meeting has not expressly remain in office till resolved not to fill the vacancy, the meeting shall stand adjourned to the same day successors in the next week at the same time and place, or if that day is a public holiday till the appointed next succeeding day which is not a public holiday at the same time and place and if at the adjourned meeting the place of retiring Director is not filled up, then the retiring Directors or such of them as have not had their places filled up shall be deemed to have been re-elected at the adjourned meeting, subject to the provisions of Section 256. 108. Subject to the provisions of Sections 252, 255 and 259, the Company in General Power of General Meeting may increase or reduce the number of Directors and may also determine Meeting to increase in what rotation the increased or reduced number is to retire. or reduce number of Directors

@ Amended in terms of a Special Resolution passed at the 26th AGM held on 9th June, 1975.

Memorandum23-76.p65 49 12/15/2009, 2:44 PM Power to remove 109. Subject to the provisions of Section 284, the Company may by an ordinary resolution Directors by remove any Director before the expiration of his period of office, and by an ordinary ordinary resolution appoint another person instead; the person so appointed shall be subject to resolution retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected as Director.

Right of persons 110. A person not being a retiring Director shall be eligible for appointment to the office of other than a Director at any General Meeting if he or some other member intending to propose retiring Directors him as a Director has, not less than 14 days before the meeting, left at the Registered to stand for Office of the Company a notice in writing, under his hand signifying his candidature Directorship for the office of the Director, or the intention of such member to propose him as a candidate for that office, as the case may be; provided such person by himself or by his agent authorised in writing has signed and filed with the Registrar a consent in writing to act as such Director.

PROCEEDINGS OF BOARD OF DIRECTORS Meeting of the 111. (1) The Board may meet for the despatch of business, adjourn and otherwise regulate Board the meetings, as it thinks fit; provided that a meeting of the Board shall be held at least once in every three calendar months. (2) The Managing Director may at any time summon a meeting of the Board and the Managing Director shall on the requisition of a Director at any time summon a meeting of the Board. Quorum 112. The quorum for a meeting of the Board shall be one-third of the total strength (any fraction contained in that one-third being rounded off as one) or two Directors whichever is higher, provided that where at any time the number of interested Directors is equal to or exceeds two-thirds of the total strength, the number of remaining Directors, that is to say the number of the Directors who are not interested, shall be the quorum during such time. The total strength of the Board shall mean the number of Directors actually holding office as Directors on the date of the resolution or meeting, that is to say, the total strength of the Board after deducting therefrom the number of Directors, if any, whose place are vacant at the time. Questions how 113. (1) Save as otherwise expressly provided in the Act, a meeting of the Board for the decided time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the regulations of the Company for the time being vested in or exercisable by the Directors generally and all questions arising at any meeting of the Board shall be decided by a majority of the Board. *(2) In case of an equality of votes, the Chairman shall have a second or casting vote in addition to his vote as a Director. Provided that the Chairman shall not have a casting vote at the election of a Chairman of the Board. Right of 114. The continuing Directors may act notwithstanding any vacancy in the Board; but if continuing and so long as their number is reduced below three, the continuing Directors or Director Directors when may act for the purpose of increasing the number of Directors to three or of summoning there is no quorum a General Meeting of the Company and for no other purpose.

* Amended by deleting the words “Also provided that no question..... continues in force” at the 42nd AGM held on 18th September, 1991.

Memorandum23-76.p65 50 12/15/2009, 2:44 PM @115. (1) Sir A. Ramaswami Mudaliar shall be the first Chairman of the Board of Chairman of the Directors. The second and subsequent Chairman shall be elected at a Board special meeting of the Board of Directors of which not less than 21 days notice has been given. The Chairman shall always be of Indian Nationality. The Chairman shall be paid such remuneration as the Company in General Meeting may determine in accordance with the Companies Act and subject to much sanction, if any, as may be required for the purpose from the Central Government. (2) The Board of Directors may at any time and from time to time appoint any member of their body to be the Deputy Chairman of the Board of Directors, who shall be elected at a special meeting of the Board of Directors of which not less than 21 days notice has been given. He shall hold such office for such period as the Board of Directors may determine at the time of making the appointment. (3) Any Director so appointed to the office of Chairman or Deputy Chairman shall not be deemed to have vacated the said office of Chairman or Deputy Chairman respectively, by reason only that he retires or vacates at any Annual General Meeting of the Company and is re-elected at the same meeting. (4) At all meetings of the Board of Directors, the Chairman, and in his absence, the Deputy Chairman shall preside over the meetings. If no person has been appointed as Chairman or Deputy Chairman or if at any meeting of the Board of Directors neither the Chairman nor the Deputy Chairman is present within fifteen minutes of the time appointed for holding the same or being present, neither of them is willing to preside over the said meeting, then in that case, the Directors shall choose one of their number present to preside over that meeting. (5) The Deputy Chairman shall be paid such remuneration as the Company in General Meeting may determine in accordance with the Companies Act and subject to such sanction, if any, as may be required for the purpose from the Central Government. 116. (1) The Board of Directors may, from time to time, appoint one or more Committee Committees consisting of one or more members of their body, as the Board may deem fit. (2) The quorum of a Committee may be fixed by the Board and until so fixed, if the Committee is of a single member or two members, the quorum shall be one and if more than two members, it shall be two. @117. If the Chairman and/or Deputy Chairman of the Board of Directors are/is Election of member/s of the Committee, the Chairman and in his absence, the Deputy Chairman of the Chairman shall preside over all meetings of the Committee. If the Chairman meeting of the or Deputy Chairman is not a member thereof, or if at any meeting the Chairman Committee and/or Deputy Chairman being member/s of the Committee are/is not present within five minutes after the time appointed for holding the meeting, or being

@ Substituted in terms of a Special Resolution passed at the 21st AGM held on 10th December, 1970.

Memorandum23-76.p65 51 12/15/2009, 2:44 PM present neither of them is willing to preside over the said meeting, the member of the Committee present may choose one of their number to be Chairman of the meeting. Questions how 118. (1) A Committee may meet and adjourn as it thinks proper. determined (2) Questions arising at any meeting of a Committee shall be determined by the sole member of the Committee or by a majority of votes of the members present as the case may be and in case of an equality of votes, the Chairman shall have a second or casting vote in addition to his vote as a member of the Committee. Acts done by 119. All acts done by any meeting of the Board or of a Committee thereof, or by any person Board or acting as a Director shall, notwithstanding that it may be afterwards discovered that Committee valid there was some defect in the appointment of any one or more of such Directors or of not withstanding any person acting as aforesaid, or that they or any of them were disqualified be as defective valid as if every such Director and such person had been duly appointed and was appointment, etc. qualified to be a Director. Resolution by 120. Save as otherwise expressly provided in the Act, a resolution in writing circulated in Circulation draft together with the necessary papers, if any, to all the Directors or to all the members of the Committee then in India not being less in number than the quorum fixed for the meeting of the Board or the Committee as the case may be and to all other Directors or members of the Committee at their usual addresses in India and approved by such of the Directors as are then in India or by a majority of such of them as are entitled to vote on the resolution shall be valid and effectual as if it had been a resolution duly passed at a meeting of the Board or Committee duly convened and held.

Powers and Duties of Directors General powers of 121. The business of the Company shall be managed by the Board of Directors, who may Company vested pay all expeneses incurred in getting up and registering the Company, and may exercise in Directors all such powers of the Company as are not by the Act or any statutory modification thereof for the time being in force, or by these presents, required to be exercised by the Company in General Meeting subject nevertheless to any regulation of these presents, to the provisions of the said Act, and to such regulations being not inconsistent with the aforesiad regulations or provisions as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. Powers to appoint 122. Subject to the provisions of Section 292 and the other provisions of the Act, the Board Committees and may delegate from time to time and at any Committee formed out of the Directors all to delegate or any of the powers, authorities and discretions for the time being vested in the Board and any such delegation may be made on such terms and subject to such conditions as the Board may think fit. Attorney of the 123. The Board may appoint at any time and from time to time by a power of attorney Company under the Company’s seal any person to be the attorney of the Company for such purposes and with such powers, authorities and discretions not exceeding those vested in or exercisable by the Board in these Articles and for such period and subject to such conditions as the Board may from time to time think fit, and any such appointment may, if the Board thinks fit, be made in favour of the members, or any of the members of any firm or company, or the members, directors, nominees or managers of any firm

Memorandum23-76.p65 52 12/15/2009, 2:44 PM or company or otherwise in favour of any body or persons, whether nominated directly or indirectly by the Board, and any such power of attorney may contain such provision for the protection or convenience of persons dealing with such attorney as the Board may think fit. 124. The Board may authorise any such delegate or attorney as aforesaid to sub-delegate Power to authorise all or any of the powers, authorities and discretions for the time being vested in sub-delegation him. 125. (1) The Board shall duly comply with the provisions of the Act in particular with Duty to maintain the provisions in regard to the registration of the particulars of the mortgages Registers, etc. and and charges affecting the properties of the Company or created by it and to Record of Minutes keeping a Register of the Directors and to sending to the Registrar an annual list of members and a summary of particulars of shares and stock and copies of special resolutions and other resolutions of the Board as are required to be filed with the Registrar under Section of 192 and copy of the Register of Directors and notification of any changes therein. (2) The Board shall cause minutes to be made in the books provided for the purpose: (a) of all appointments of officers made by the Board or by the Company in General Meeting. (b) of the names of the Directors present at each meeting of the Board and of any Committee of the Board; (c) of all resolutions and proceedings at all meetings of the Company, and of the Board and of the Committees of the Board; (d) in the case of each resolution passed at the meeting of the Board or a Committee of the Board, the names of the Directors, if any, dissenting from or not concurring in, the resolution. (3) All such minutes of the meeting of the Board, or the Committee, or the Company, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes. 126. (1) The Board shall have power to appoint as the Secretary a person fit in its Secretary/Special opinion of the said office, for such period and on such terms and conditions Directors as regards remuneration and otherwise as it may determine. The Secretary shall have such powers and duties as may, from time to time, be delegated or entrusted to him by the Managing Directors. *(2) (a) The Board of Directors shall have power, from time to time and at any time, to appoint any person who is in the employement of the Company, as a “Special Director” on such terms and conditions as to remuneration and otherwise as the board may deem fit, and at its discretion to remove or suspend such person from the said office. Any person so appointed shall not be a Director of the Company for any of the purposes of the Act, nor shall he have any of the powers of, or be subject to any of the duties of a Director. (b) The designation under which any person so appointed shall describe himself and shall sign documents and correspondence relating to the

Memorandum23-76.p65 53 12/15/2009, 2:44 PM business of the Company shall be “Special Director” coupled with such other description as shall be determined by the Board. (c) The use of the word “Director” in the said designation shall not be construed as constituting such person a Director of the Company for any of the purposes of the Act. (d) Subject as aforesiad, every person appointed as a “Special Director” shall exercise such powers and discharge such duties as the Board of Directors may, from time to time, determine.” Power as to 127. Any branch or kind of business which by the Memorandum of Association of the commencement of Company or by these presents is expressly or by implication authorised to be undertaken business or by the Company, may be undertaken by the Board at such time or times as it shall Branches think fit and further may be suffered by them to be in abeyance whether such branch or kind of business may have been actually commenced or not so long as the Board may deem it expedient not to commence or processed with such branch or kind of business. Delegation of 128. Subject to Section 292, the Board may delegate all or any of its powers to any directors Powers jointly or severally or to any one Director at its discretion.

BORROWING Borrowing 129. (1) The Board may, from time to time, raise any money or moneys for the purpose powers of the Company provided that the moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) shall not, without the sanction of the Company at a General Meeting, exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose and in particular, but subject to the provision of Section 293, the Board may from time to time at its discretion raise or borrow or secure the payment of any such sum or sums of money for the purpose of the company, by the issue of debentures perpetual or otherwise including debentures convertible into shares of this or any other company or perpetual annuities and in security of any such money so borrowed, raised or received, mortgage, pledge, or charge the whole or any part of the property, assets, or revenue of the Company, present or future, including its uncalled capital by special assignment or otherwise or transfer or convey the same absolutely or it trust and give the lenders powers of sale and other powers as may be expedient and purchase, redeem or pay off any such securities. (2) Subject to the provisions of the clause next above, the Board may, from time to time, at its discretion, raise or borrow or secure the repayment of any sum or sums of money for the purposes of the Company at such times and in such manner and upon such terms and conditions in all respects as it think fit, and in particular, by promissory notes, or by opening current accounts, or by receiving deposits and advances, with or without security, or by the issue of bonds, perpetual or redeemable debentures or debenture stock of the Company charged upon all or any part of the property of the Company (both present and future) including

* Added in terms of a Special Resolution passed at the 44th AGM held on 3rd December, 1962.

Memorandum23-76.p65 54 12/15/2009, 2:44 PM its uncalled capital for the time being, or by mortgaging or charging or pledging any lands, buildings, goods or other property and securities of the Company, or by such other means as to it may seem expedient. Provided that subject to the provisions of Section 292, the Board may by a resolution delegate the power to borrow money otherwise than on debentures to the Committee or the Managing Director subject to limits specified in the said resolution of the total amount which may be so borrowed. (3) The Board may, out of the annual profits of the Company or otherwise, set aside such sums as it may think fit for the purpose of providing a Redemption Fund for the repayment of any bonds, mortgage, debentures or debenture- stock which may be issued by the Company in such amounts at such premium in such manner and at such period as it may think expedient. (4) The Board may, upon the issue of any bond, debenture, debenture-stock, or security, give to the creditors of the Company holding the same or to any trustees or to other persons on their behalf, the power to appoint one or more of the Directors of the Company. *(5) The Industrial Credit and Investment Corporation of India Ltd. (hereinafter referred to as ‘ICICI’) shall be entitled, if they choose to exercise this right, so long as any loan taken from the ICICI, or part of it, is outstanding for repayment by the Company to the said ICICI, to nominate one person, acceptable to the Board of Directors of the Company, to be a Director of the Company. The persons so nominated, hereinafter referred to as ‘Nominated Director’, shall not be liable for retirement by rotation or be required to hold any share qualification. Such Nominated Director shall hold office at the pleasure of the ICICI who may, at any time, remove any persons so appointed and appoint another in his place or fill any vacancy in the office of the Nominated Director. If and when any loan outstanding is paid off to the ICICI in full, the said power of nomination shall cease and determine any and Nominated Director then holding office shall forthwith vacate his said office. **(6) Life Insurance Corporation of India, Bomay (hereinafter referred to as ‘LIC’) shall be entitled, if they choose to exercise this right so long as LIC hold any of the 10,000–8½% (Registered) Debentures of Rs. 1,000 each of the Company, to nominate one person to be Director of the Company. The person so nominated, hereinafter referred to as ‘Nominated Director’ shall not be liable for retirement by rotation or be required to hold any share qualification. Such Nominated Director shall hold office at the pleasure of LIC who may, at any time, remove any person so appointed and appoint another in his place or fill any facancy in the office of the Nominated Director. If and when the debentures held by the LIC are redeemed in full, the said power of nomination shall cease and determine and any Nominated Director then holding office shall forthwith vacate his said office. @(7) Unit Trust of India, Bombay (hereinafter referred to as UTI) shall be entitled, if they choose to exercise the right, so long as UTI hold any of the 10,000–

* Added in terms of a Special Resolution passed at the 17th AGM held on 19th December, 1966. ** Added in terms of Special Resolution passed at the 22nd AGM held on 7th May, 1971. @ Added in terms of a Special Resolution passed at the 23rd AGM held on 24th May, 1972.

Memorandum23-76.p65 55 12/15/2009, 2:44 PM 8½% (Registered) Debentures of Rs.1,000 each of the Company, to nominate one person to be a director of the Company. The person so nominated, hereinafter referred to as ‘Nominated Director’ shall not be liable for retirement by rotation or be required to hold any share qualification. Such Nominated Director shall hold office at the pleasure of UTI who may, at any time, remove any person so appointed and appoint another in his place or fill any vacancy in the office of the Nominated Director. If and when the Debentures held by the UTI are redeemed in full, the said power of nomination shall cease and determine and any Nominated Director then holding office shall forthwith vacate his said office. @(8) In the event of a Nominated Director being appointed either by ICICI or by LIC or by UTI under Articles 129(5), 129(6), 129(7), such appointment shall not be taken into account for purposes of determining party between the number of Directors representing Tube Investments Ltd., U.K., and the Indian interests as set out in Article 95. *(9) Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to the Industrial Development Bank of India (IDBI), Industrial Finance Corporation of India (IFCI), The Industrial Credit and Investment Corporation of India Limited (ICICI) and Life Insurance Corporation of India (LIC) (each of the above is hereinafter in this Article referrred to as “the Corporation”) out of any loans/debentures assistance granted by them to the Company or so long as the Corporation holds or continues to hold debentures/shares in the Company as a result of underwriting or by direct subscription or private placement, or so long as any liability of the Company arising out of any guarantee furnished by the Corporation on behalf of the Company remains outstanding, the Corporation shall have a right to appoint, from time to time, any person or persons as a non whole-time Director or Directors (which Director or Directors, is/are hereinafter referred to as “Nominee Director/s”) on the Board of the Company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s. At the option of the Corporation, such Nominee Director/s shall not be required to hold any share qualification in the Company. Also, at the option of the Corporation, such Nominee Director(s) shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company. The Nominee Director/s so appointed shall hold the said office only so long as any moneys remain owing by the Company to the Corporation or so long as the Corporation holds or continues to hold Debentures/Shares in the Company as a result of underwriting or by direct subscription or private placement or the liability of the Company arising out of the guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipsofacto vacate such office immediately the moneys owing by the Company to the Corporation are paid off or on the Corporation ceasing to hold Debenture/Shares in the Company

@ Added in terms of a Special Resolution passed at the 23rd AGM held on 24th May, 1972. * Added in terms of a Special Resolution passed at the 33rd AGM held on 29th April, 1982.

Memorandum23-76.p65 56 12/15/2009, 2:44 PM or on the satisfaction of the liability of the Company arising out of the guarantee furnished by the Corporation. The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board Meetings and of the Meetings of the Committee of which the Nominee Director/s is/are member/s as also the minutes of such meetings. The Corporation shall also be entitled to receive all such notices and minutes. The Company shall pay to the Nominee Director/s sitting fees and expenses to which the other Directors of the Company are entitled, but if any other fees, commission, moneys or remuneration in any form is payable to the Directors of the Company, the fees, commission, moneys and remuneration in relation to such Nominee Director shall accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the Corporation or such Nominee Director/s in connection with their appointment or Directorship shall also be paid or reimbursed by the Company to the Corporation or, as the case may be, to such Nominee Director/s. Provided that if any such Nominee Director is, an officer of the Corporation the sitting fees, in relation to such Nominee Director, shall also accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Provided, however, in the event of the Company committing default in repayment or payment of the amounts due to the Corporation, the right reserved to the Corporation under this Article shall enure to the Corporation for the appointment, removal and replacement of Whole-time Director/s”). The aforesaid provisions of this Article shall apply mutatis mutandis to such Whole-time Director/s except that the remuneration, the terms of service and powers to be exercised by such Whole-time Director/s shall be such as may be approved by the Corporation. *(10) Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to the Unit Trust of India (UTI), General Insurance Corporation of India (GIC) and its four subsidiaries namely 1) National Insurance Company Limited (NIC), 2) The Oriental Fire and General Insurance Company Limited (OFGI), 3) The New India Assurance Company Limited (NIA), and 4) United India Insurance Company Limited (UI) (each of above is hereinafter in this Article referred to as “the Corporation”) out of any loans/debenture assistance granted by them to the Company or so long as the Corporation holds or continues to hold debentures/ shares in the Company as a result of underwriting or by direct subscription or private placement, or so long as any liability of the Company arising out of any guarantee furnished by the Corporation on behalf of the Company remains outstanding, the Corporation shall have a right to appoint from time to time, any person or persons as a non whole-time Director/s (which Director or Directors is/are hereinafter referred to as ‘Nominee Director/s’) on the Board

* Added in terms of a Special Resolution passed at the AGM held on 30th April, 1984.

Memorandum23-76.p65 57 12/15/2009, 2:44 PM of the Company and to remove from such office any persons so appointed and to appoint any person or persons in his or their place/s. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s. At the option of Corporation, such Nominee Director/s shall not be required to hold any share qualification in the Company. Also, at the option of the Corporation, such Nominee Director shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company. The Nominee Director/s so appointed shall hold the said office only so long as any moneys remain owing by the Company to the Corporation or so long as the Corporation holds or continues to hold Debentures/Shares in the Company as a result of underwriting or by direct subscription or private placement or the liability of the Company arising out of the guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately the moneys owing by the Company to the Corporation are paid off or on the Corporation ceasing to hold Debentures/Shares in the Company or on the satisfaction of the liability of the Company arising out of the guarantee furnished by the Corporation. The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board Meetings and of the Meetings of the Committee of which the Nominee Director/s is/are member/s as also the minutes of such meetings The Corporation shall be entitled to receive all such notices and minutes. The Company shall pay to the Nominee Director/s sitting fees and expenses to which the order Directors of the Company are entitled, but if any other fees, commission, moneys or remuneration in any form is payable to the Directors of the Company, the fees, commission, moneys or remuneration in relation to such Nominee Director/s shall accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the Corporation or such Nominee Director/s in connection with their appointment of Directorship shall also be paid or reimbursed by the Company to the Corporation or, as the case may be, to such Nominee Director/s. Provided that if any such Nominee Director is an officer of the Corporation, the sitting fee in relation to such Nominee Director shall also accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Provided, however, in the event of the Company committing default in repayment or payment of the amounts due to the Corporation, the right reserved to the Corporation under this Article shall enure to the Corporation for the appointment, removal and replacement of Whole-time Director on the Board of the Company (hereinafter referred to as “the Whole-time Director/s”). The aforesaid provisions of this Article shall apply mutatis mutandis to such Whole-time Director/s except that the remuneration, the terms of service and the powers to be exercised by such Whole-time Director/s shall be such as may be approved by the Corporation.

Memorandum23-76.p65 58 12/15/2009, 2:44 PM 130. Such debentures, debenture-stock, bonds or other securities may be made assignable Assignment of free from any equities between the Company and the person to whom the same Debenture Issues may be issued. 131. Any such debentures, debenture-stock, bonds or other securities may be issued at a Terms of Debenture discount, premium or otherwise, and with any special privileges as to redemption, Issues surrender, drawings, allotment of shares of the Company, or otherwise, provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General Meeting. 132. If any uncalled capital of the Company is included in or charged by any mortgage Charge on uncalled or other security, the Board may, by instrument under the Company’s seal, authorise capital the person in whose favour such mortgage or security is executed, or any other person in trust for him, to make calls on the members in respect of such uncalled capital and the provisions herein before contained in regard to calls shall mutatis mutandis apply to calls and the power to make such calls may be made exercisable, either conditionally or unconditionally, and their presently or contingently, and either to the exclusion of the Board’s power or otherwise, and shall be assignable if expressed so to be. 133. Where any uncalled capital of the Company is charged, all persons taking any Subsequent subsequent charge thereon shall take the same subject to such prior charge and assignees of uncalled shall not be entitled, by notice to the shareholder or otherwise, to obtain priority capital over such prior charge. 134. If the Directors or any of them or any other persons shall become personally liable Charge in favour of for the payment of any sum primarily due from the Company, the Board may execute Director for or cause to be executed any mortgage, charge or security over or affecting the indemnity whole or any part of the assets of the Company by way of indemnity to secure the Directors or other persons so becoming liable as aforesaid from any loss in respect of such liability. 135. (1) The Board shall exercise the following powers on behalf of the Company Powers to be and the said power shall be exercised only by resolution passed at a meeting exercised by Board of the Board: only at meeting (a) Power to make calls on shareholders in respect of money unpaid on their shares; (b) Power to issue debentures; (c) Power to borrow moneys otherwise than on debentures; (d) Power to invest the funds of the Company; and (e) Power to make loans. (2) The Board may, by a resoultion passed at a meeting, delegate to any Committee of the Board or to the Managing Directors the powers specified in sub-clauses (c), (d) and (e) of clause (1) above. (3) Every resolution delegating the power set out in sub-clause (c) of clause (1) above shall specify the total amount up to which the moneys may be borrowed by the said delegate.

Memorandum23-76.p65 59 12/15/2009, 2:44 PM (4) Every resolution delegating the power referred to in sub-clause (d) of clause (1) above shall specify the total amount up to which the funds may be invested and the nature of investments which may be made by the delegate. (5) Every resolution delegating the power referred to in sub-clause (e) of clause (1) above shall specify the total amount up to which loans may be made by the delegate, the purposes for which the loans may be made and the maximum amount of loan that may be made for each such purpose in individual cases.

MANAGING DIRECTORS Powers to be 136. (1) Subject to the control and supervision of the Board of Directors, the business of exercised by Board the Company shall be carried on by one or more Managing Directors. only at meeting (2) The first Managing Directors shall be Sri A.M.M. Murugappa Chettiar and Sri A.M.M. Arunachalam. They shall hold office for a period of 5 years from the date of their appointment. (3) If a Managing Directors ceases to hold office as Directors, he shall ipso facto and immediately cease to be a Managing Director. (4) The Board of Directors may from time to time re-appoint or re-employ any Managing Director or Managing Directors and in the event of any vacancy arising in the office of the Managing Directors or if the Board resolves to increase the number of Managing Directors, the vacancy shall be filled by the Board and the Managing Directors so appointed shall hold office for such period as the Board may deem fit subject to such sanction as may, by law, be required. *(5) (a) Except where required for the purpose of satisfying the requirements of Section 255 of the Act, a Director holding office as Managing Director shall not be liable to retire by rotation. (b) Where for the purpose of satisfying the requirements of Section 255 of the Act, one or more of the Managing Directors is required to retire by rotation, then the Managing Directors may by mutual consent decide the person(s) who shall be liable to retire by rotation. Remuneration of 137. The Managing Directors shall each of them be paid for his services such remuneration Managing and on such terms as the Company may by resolution in General Meeting from time to Directors time respectively determine subject to such sanction of the Government of India as may be required by law.

Managing 138. All powers and duties vested in the Managing Directors for the time being in accordance Directors may act with the provisions of these presents or by resolution of the Board of Directors may, severally subject to any directions to the contrary by the Board, be exercised by any one of them severally.

Reimbursement of 139. The Managing Directors shall be entitled to charge and be paid for all actual expenses, expenses if any, which they may incur for or in connection with the business of the Company. They shall be entitled to appoint part time employees in connection with the management of the affairs of the Company and shall be entitled to be paid by the Company any remuneration that they may be paid to such part time employees.

* Substituted in terms of a Special Resolution passed at the 45th AGM held on 19th August, 1994.

Memorandum23-76.p65 60 12/15/2009, 2:44 PM 140. The Managing Directors shall, subject to the supervision and control of the Board, Power of Managing have power to do all acts and things which the Managing Directors shall think Directors useful, necessary or desirable in the management of the affairs of the Company. Without prejudice to the generality of the powers conferred herby, they shall have the following powers subject to the supervision and control of the Board: (a) To pay the costs, charges and expenses, and the cost of advertising, printing, stationery, brokerage, legal charges, furniture and fittings of office and such other costs. (b) To sell for cash or on credit and either wholesale or in retail and for ready or future delivery and realise the proceeds of sale of property, movable or immovable, or any rights or privileges belonging to the Company or in which the Company is interested or over which the Company may have any such power of disposal and to exchange any such property or rights belonging to the Company for other property or rights. (c) To determine from time to time who shall be entitled to sign on the Company’s dividend warrants, releases, contracts, and documents and to give the necessary authority for such purposes. (d) To execute all deeds, agreements, contracts, receipts and other documents that may be necessary or expedient for the purposes of the Company and to make and give receipts, releases and other discharges for moneys or goods or property received in the usual course of business of the Company or lent or payable to or belonging to the Company and for the claims and demands of the Company. (e) To institute, conduct, defend, compound or abandon any actions, suits, and legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also compound or compromise or submit to arbitration the same actions, suits and legal proceedings. (f) To enter into, vary or cancel all manner of contracts on behalf of the Company. (g) To engage and in their discretion to remove, suspend, dismiss and remunerate bankers, legal advisers, accountants, managers, cashiers, clerks, agents, commission agents, dealers, brokers, foremen, servants, employees of every description and to employ such professional or technical or skilled assistants as from time to time may, in their option, be necessary or advisable in the interest of the Company and upon such terms as to duration of employment, remuneration or otherwise and may require security in such instances and to such amounts as the Managing Directors think fit. (h) To acquire by purchase, lease, exchange, or otherwise lands, estates, fields, buildings, offices, showrooms, godowns, and other buildings in the State of Madras or elsewhere, machinery, engine, plant, rolling stock, tools, machine tools, outfits, stores, hardware and any other materials of whatever description either for credit or for cash and for present or future delivery. (i) To Plant, develop, improve, cut down, process, sell or otherwise dispose of the products of the Company and to incur all expenses in this behalf. (j) To erect, maintain, repair, equip, alter and extend buildings and machinery in the State of Madras or in any other place.

Memorandum23-76.p65 61 12/15/2009, 2:44 PM (k) To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company. (l) To pay all moneys due by the Company and look after the finance of the Companay. (m) To open current and time-deposit accounts or other accounts with banker or bankers at their choice and to operate on such accounts and also when necessary to overdraw or take loans on such accounts on the security of the Company or of any of it assets. (n) To draw, accept, endorse, discount, negotiate and discharge on behalf of the Compnay all bills of exchange, promissory notes, cheques, hundies, drafts, railway receipts, dock warrant, delivery orders, Government promissory notes, other Government instruments, bonds, debentures or debenture stocks of corporation, local bodies, port trusts, improvement trusts or other corporate bodies and to execute transfer deeds for transferring stocks, shares or stock certificates of the Government and other local or corporate bodies in connection with any business or any subject of the Company. (o) Subject to Article 129 above, to borrow from time to time such sums of money for the purposes of the Company upon such terms as may be expedient and with or without security. (p) To receive and give effectual receipts and discharge on behalf of and against the Company for moneys, funds, goods or property lent, payable or belonging to the Company or for advances against the goods of the Company. (q) To make or receive advance of money, goods, machinery, plant and other things by way of sale, mortgage, hypothecation, lien, pledge, deposit or otherwise in such manner and on such terms as the Managing Directors may deem fit. (r) To submit to arbitration and enforce the fulfillment of awards regarding any claims in which the Company may be interested, to adjust, settle or compromise any claims due to or by the Company and to give to debtors of the Company time for payment. (s) To institute, appear in or defend any legal proceedings in the name of and on behalf of the Company, to sign any pleading and other documents, engage and to instruct any advocate, solicitor and lawyer and to execute any vakalath, or other authority in their favour and to compound and compromise any claim, suit or proceedings. (t) To make all manner of insurances. (u) To delegate all or any of the powers, authorities and discretions for the time being vested in the Managing Directors to the Secretary or any other officer of the Company or any other person, and also from time to time provide by the appointment of an attorney or attorneys to sign, seal, execute, deliver, register, or cause to be registered all instruments, deeds, documents or writings, usually necessary or expedient for any of the purposes of the Company not requiring the Common Seal of the Company.

Memorandum23-76.p65 62 12/15/2009, 2:44 PM 141. The Board may, from time to time, revoke, withdraw, alter or vary all or any Revocation of of the powers conferred on the Managing Directors under these presents. Powers *141 A. Subject to the provisions of the Act and subject to the sanctions of the Whole time Government of India, if any, required in that behalf, the Board may at Directors any time appoint one or more of its body, as Whole-time Director/s under the designation of Technical Director, Executive Director, Administrative Director or Director & General Manager or under such other designation as it may deem fit, and on such terms and conditions and on such powers and duties as the Board may deem fit. The Whole- time Director/s shall perform such duties and exercise such powers as the Board may, from time to time determine, and subject to the conditions and restrictions if any, the Board may impose, and shall exercise all such powers and perform such duties subject to the control, supervision and directions of the Managing Director/s. *141 B. The remuneration payable to such Whole-time Directors shall be determined by the Board, subject to such sanction of the Company in General Meeting and / or of the Government of India, as may be required in that behalf. *141 C. Subject to the provisions of Section 260 and Section 262 of the Act, the Whole-time Directors, so long as they hold office as such, shall be liable for retirement by rotation.

COMMON SEAL 142. The Board shall provide a common seal of the Company and shall have power Common Seal from time to time to destroy the same and substitute a new seal in lieu thereof. The common seal shall be kept at the Registered Office of the Company and committed to the custody of the Managing Directors. 143. The seal shall not be affixed to any instrument except by authority of a resolution Affixure of Common of the Board or Committee authorised by the Board in that behalf and unless the Seal Board otherwise determines, every deed or other instruments to which the seal is required to be affixed shall, unless the same is executed by duly constituted attorney for the Company, be signed by one Director at least, in whose presence the seal shall have been affixed and countersigned by the Managing Director or such other person as may from time to time be authorised by the Managing Director, or by the Board; provided nevertheless that any instrument bearing the seal of the Company and issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority to issue the same. Provided also the counter signature of the Managing Director or other authorised person shall not be necessary in the case of instruments executed in favour of the Managing Director which shall be sealed in the presence of any one Director and signed by him on behalf of the Company.

DIVIDENDS AND RESERVES 144. The profits of the Company, subject to any special rights relating thereto, created Application of Profit or authorised to be created by these presents, and subject to the provisions of these

* Added in terms of a Special Resolution passed at the 26th AGM held on 9th June, 1975.

Memorandum23-76.p65 63 12/15/2009, 2:44 PM presents as to the Reserve Fund, shall be divisible among the members in proportion to the amount of capital paid-up on the shares held by them respectively. Declaration of 145. The Company in General Meeting may declare dividends but no dividend shall exceed Dividends the amount recommended by the Board. Interim Dividend 146. The Board may, from time to time, pay to the members such interim dividends as appear to them to be justified by the profits of the Company. Dividends to be paid 147. No dividend shall be payable except out of the profits of the year or any other out of profits only undistributed profits except as provided by Section 205 and 208. Reserve Funds 148. (1) The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalising dividends, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time, think fit. (2) The Board may also carry forward any profits which it may think prudent not to divide, without setting them aside as Reserve. Method of Payment 149. (1) Subject to the rights of persons if any entitled to shares with special rights as to of Dividend dividends, all dividends shall be declared and paid according to the amounts paid up or credited as paid up on the shares in respect whereof the dividend is paid. (2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of these regulations as paid on the share. (3) 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. Deduction of 150. The Board may deduct from any dividend payable to any member all sums of money, Arrears if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares to the Company. Adjustment of 151. Any General Meeting declaring a dividend or bonus may make a call on the members Dividends against of such amount as the meeting fixes, but so that the call on each member shall not Calls exceed the dividend or bonus payable to him and so that the call be made payable at the same time as the dividend or bonus and the dividend or bonus may, if so arranged between the Company and themselves be set off against the call. Bonus or Dividend 152. (1) Any General Meeting declaring a dividend or bonus may direct payment of in Specie such dividend or bonus wholly or partly by the distribution of specific assets and the Board shall give effect to the resolution of the meeting. (2) Where any difficulty arises in regard to such distribution, the Board may settle the same as it thinks fit and expedient, and in particular may issue fractional certificates and fix the value of distribution so that cash payment shall be made

Memorandum23-76.p65 64 12/15/2009, 2:44 PM to any members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Board. 153. (1) Any dividend, interest or other moneys payable in cash in respect of shares Payment of Cheque may be paid by cheque or warrant sent through the post directed to the or Warrant registered address of the holder or in the case of joint holders to the registered address of that one of the joint holders who is first named on the Register of Members or to such person and to such address as the holder of the joint holders may in writing direct. (2) Every such cheque or warranat shall be made payable to the order of the person to whom it is sent. (3) Every such cheque or warrant shall be posted within three months from the date of declaration of the dividend. 154. Any one of two or more joint holders of a share may give effectual receipts for any Receipt of Joint dividends, bonuses or other, moneys payable in respect of such share. Holders 155. No dividend shall bear interest against the Company. Dividends not to bear interest *156.No unclaimed dividend shall be forfeited by the Board and the Company shall Unclaimed comply with the provisions of Section 205A of the Companies Act, 1956. Dividends 157. Any transfer of shares shall not pass the right to any dividend declared thereon Transfer to share not before the registration on the transfer. to pass prior dividends 158. (Deleted by Special Resolution passed at the Twenty fifth Annual General Meeting Notice of dividend held on 9th June 1975.)

CAPITALISATION OF PROFITS 159. (1) The Company in General Meeting may, on the recommendation of the Board, Capitalisation of resolve: profits (a) that the whole or any part of any amounts standing to the credit of the share Premium Account or the Capital Redemption Reserve Fund or any moneys, investments or other assets forming part of the undividend profits including profits or surplus moneys arising from the realisation and (where permitted by law) from the appreciation in value of any capital assets of the Company standing to the credit of the General Reserve, Reserve or any Reserve Fund or any amounts standing to the credit of the Profit and Loss Account or any other funds of the Company in the hands of the Company and available for distribution as dividend be capitalised; (b) that such sum be accordingly set free for distribution in the manner specified in clause (2) below amongst the members who would have been entitled thereto distributed by way of dividend and in the same proportion.

* Substituted in terms of a Special Resolution passed at the 31st AGM held on 30th April, 1980.

Memorandum23-76.p65 65 12/15/2009, 2:44 PM (2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions contained in clause (3) below either in or towards: (i) paying up any amounts for the time being unpaid on any shares held by such members respectively; (ii) paying up in full, unissued shares or debentures of the Company to be allotted and distributed, credited as fully paid-up to and amongst such members in the proportions aforesaid; or (iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii). (3) A share Premium Account and a Capital Redemption Reserve Fund 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. (4) The Board shall give effect to resolutions passed by the Company in General Meeting in pursurnce of this Article. Powers of Board 160. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall: for Declaration of (a) make all appropriation and applications of the undivided profits resolved Bonus to be capitalised thereby and all allotments and issues of fully paid shares or debentures if any, and (b) generally do all acts and things required to give effect thereto. (2) The Board shall have full power: (i) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares or debentures becoming distributable in fractions; and also (ii) to authorise any person to enter on behalf of all members entitled thereto into an agreement with the Company providing for the allotment to them respectively credited as fully paid-up of any further shares or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment by the Company on their behalf, by the application thereto of their respective proportion of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares. (3) Any agreement made under such authority shall be effective and binding on all such members.

ACCOUNTS Books of Account 161. (1) The Board shall cause proper books of account to be kept in respect of all sums of money received and expended by the Company and the matters in respect of which such receipt expenditure take place, of all sales and purchases of goods by the Company and of the assets and liabilities of the Company. (2) If the Company shall have a branch office, whether in or outside India, proper books of account relating to the transactions effected at that office shall be kept at that office, and proper summarised returns, made up to dates at intervals of not more than three months, shall be sent by the branch office to the Company at

Memorandum23-76.p65 66 12/15/2009, 2:44 PM its Registered Office or other place in India, as the Board thinks fit, where the main books of the Company are kept. (3) The books of account shall be kept at the Registered Office or at such other place as the Board thinks fit. (4) All the aforesaid books shall give a fair and true view of the affairs of the Company or of its branch as the case may be, with respect to the matters aforesaid, and explain its transactions. (5) The books of account shall be open to inspection by any Directors during business hours. 162. The Board shall, from time to time, determine whether and to what extent and Inspection by at what times and places and under what conditions or regulations the accounts Members and books and documents of the Company or any of them shall be open to the inspection of the members, and no member (not being a Director) shall have any right of inspecting any accounts or books or documents of the Company except as conferred by statute or authorised by the Board or by a resolution of the Company in General Meeting. *163. The Board shall lay before each Annual General Meeting a Profit and Loss Statement of Account for the financial year of the Company and a Balance Sheet made up Account to be as at the end of the financial year which shall be a date which shall not precede furnished to Annual the day of the meeting by more than six months or such extended period of General Meeting times as shall have been granted by the Registrar under the provisions of the Act. 164. (1) Subject to the provisions of Section 211, every Balance Sheet and Profit Balance Sheet and and Loss Account of the Company shall be in the forms set out in Parts Profit and Loss I and II respectively of Schedule VI of the Act, or as near thereto as Account circumstances admit. (2) So long as the Company is a holding company having a subsidiary, the Company shall conform to Section 212 and other relevant provisions of the Act. (3) If in the option of the Board any of the current assets of the Company may not have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated, the fact that the Board is of that opinion shall be stated. 165. (1) Save as provided in clause (2) below, every Balance Sheet and every Authentication of Profit and Loss Account of the Company shall be signed on behalf of Balance Sheet and the Board by the Manager or Secretary, if any, and by not less than two Profit and Loss Directors of the Company one of whom shall be a Managing Director, Account where there is one. (2) When only one Director is for the time being in India, the Balance Sheet and the Profit and Loss Account shall be signed by such Director and in such a case there shall be attached to the Balance Sheet and the Profit and Loss Account a statement signed by him explaining the reason for non-compliance with the provisions of clause (1).

* Amended in terms of a Special Resolution passed at the 21st AGM held on 10th December, 1970.

Memorandum23-76.p65 67 12/15/2009, 2:44 PM (3) The Balance Sheet and the Profit and Loss Account shall be approved by the Board before they are signed on behalf of the Board in accordance with the provisions of this Article and before they are submitted to the Auditors for their report thereon. P & Loss A/c to be annexed and Auditors’ Report 166. The Profit and Loss Account shall be annexed to the Balance Sheet and Auditor’s to be attached to Report shall be attached thereto. the Balance Sheet

Board’s Report to 167. (1) Every Balance Sheet laid before the Company in General Meeting shall have be attached to attached to it a Report by the Board with respect to the state of the Company’s Balance Sheets affairs, the amounts, if any, which they propose to carry to any Reserve, either in such Balance Sheet or in a subsequent Balance Sheet and the amount, if any, which they recommend to be paid by way of dividend. (2) The Report shall, so far as is materials for the appreciation of the state of the Company’s affairs by its members and will not in the Board’s opinion be harmful to its business or that of any of its subsidiaries, deal with any changes which have occurred during the financial year in the nature of the Company’s business or that of the Company’s subsidiaries or in the nature of the business carried on by them and generally in the classes of business in which the Company has an interest. (3) The Board shall also give the fullest information and explanation in their report or in cases falling under the proviso to Section 222 in an addendum to that Report, on every reservation, qualification or adverse remark contained in the Auditor’s Report. (4) The Board’s Report and addendum, if any, thereto shall be signed by the Chairman if he is authorised in that behalf by the Board and where he is not so authorised, shall be signed by such number of Directors as are required to sign the Balance Sheet and the Profit and Loss Accout of the Company under clauses (1) and (2) of Article 165. (5) The Board shall have right to charge any person not being a Director with the duty of seeing that the provisions of clauses (1) to (3) of this Article are complied with. Right of members 168. The Company shall comply with the requirements of Section 219. to copies of Balance Sheet and Auditors’ Report ANNUAL RETURNS Annual Returns 169. The Company shall make the requisite annual returns in accordance with Sections 159 and 161.

AUDIT Accounts to be 170. Every Balance Sheet and Profit and Loss Account shall be audited by one or more audited auditors to be appointed as hereinafter set out.

Memorandum23-76.p65 68 12/15/2009, 2:44 PM 171. (1) The Company at each Annual General Meeting shall appoint an Auditor or Appointment of Auditors to hold office from the conclusion of that meeting until the conclusion Auditors of the next Annual General Meeting. (2) At any Annual General Meeting, a retiring Auditor by whatsoever authority appointed, shall be re-appointed unless (a) he is not qualified for reappointment; (b) he was given the Company notice in writing of his unwillingness to be re-appointed; (c) a resolution has been passed at the meeting appointing somebody instead of him or providing expressly that he shall not be re-appointed; or (d) where notice has been given of an intended resolution to appoint some person or persons in the place of a retiring Auditor, and by reason of the death, incapacity or disqualification of the person or any/or all of those persons, as the case may be, the resolution cannot be proceeded with. (3) Where at an Annual General Meeting no Auditors are appointed or re- appointed, the Central Government may appoint a person to fill the vacancy. (4) The Company shall, within seven days of the Central Government’s power under clause (3) becoming exercisable, give notice of that fact to that Government. (5) The Board may fill any casual vacancy in the office of an Auditor, but while any such vacancy continues, the remaining Auditor or Auditors (if any) may act, but where such a vacancy is caused by the resignation of an Auditor, the vacancy shall only be filled by the Company in General Meeting. (6) A person, other than a retiring Auditor, shall not be capable of being appointed at an Annual General Meeting unless special notice of a resolution for appointment of that person to the office of Auditor has been given by a member to the Company not less than twenty-eight days before the meeting in accordance with Section 190 and the Company shall send a copy of any such notice to the retiring Auditor and shall give notice thereof to the members in accordance with Section 190 and all the other provisions of Section 225 shall apply in the matter. The provisions of this clause shall also apply to a resolution that a retiring Auditor shall not be re-appointed. (7) Any Auditor may, before the expiry of his term, be removed from the office by the Company in General Meeting after obtaining the previous approval of the Central Government in that behalf. (8) The persons qualified for appointment as Auditors shall be only those referred to in Section 226. 172. The Company shall comply with the provisions of Section 228 in relation to the Audit of Branch audit of the accounts of branch offices of the Company. Offices 173. The remuneration of the Auditors shall be fixed by the Company in General Meeting Remuneration of except that the remuneration of any Auditors appointed to fill any casual vacancy Auditors may be fixed by the Board.

Memorandum23-76.p65 69 12/15/2009, 2:44 PM Powers and 174. (1) Every Auditor of the Company shall have a right of access at any times to the Duties of Auditors books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanations as may be necessary for the performance of his duties as Auditor.

(2) All notices of and other communications relating to any General Meeting of the Company which any member of the Company is entitled to have sent to him shall also be forwarded to the Auditor and the Auditor shall be entitled to attend any General Meeting and to be heard at any General Meeting which he attends on any part of the business which concerns him as Auditor.

(3) The Auditor shall make a report to the members of the Company on the accounts examined by him and on every Balance Sheet and Profit and Loss Account and on every other document declared by the Act to be part of or annexed to the Balance Sheet or Profit and Loss Account, which are laid before the Company in General Meeting during his tenure of office, and the Report shall state whether, in his opinion and to the best of his information and according to the explanations given to him, the said accounts give the information required by the Act in the manner so required and give a true and fair view:

(i) In the case of the Balance Sheet, of the state of the Company’s affairs as at the end of its financial year; and

(ii) In the case of the Profit and Loss Account, of the profit and loss for its financial year.

(4) The Auditor’s Report shall also state:

(a) whether he has obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit.

(b) whether, in his opinion, proper books of account as required by law have been kept by the Company so far as appears from his examination of those books, and proper returns adequate for the purpose of his audit have been received from branches not visted by him.

(c) whether the Company’s Balance Sheet and Profit and Loss Account dealt with by the Report are in agreement with the books of account and returns.

(5) Where any of the matters referred to in clauses (i) and (ii) of Sub-section (2) of Section 227, or in clauses (a), (b) and (c) of Sub-section (3) of Section 227 or sub clauses (4) (a), (b) and (c) hereof is answered in the negative or with a qualification, the Auditors’ Report shall state the reason for such answer.

(6) The Auditors’ Report shall be read before the Company in General Meeting and shall be open to inspection by any member of the Company.

Accounts when 175. Every account of the Directors when audited and approved by a General Meeting audited and shall be conclusive except as regards any error discovered therein within three months approved to be next after the approval thereof. Whenever any such error is discovered within that conclusive except period, the account shall forthwith be corrected, and thenceforth be conclusive. as to errors discovered within three months

Memorandum23-76.p65 70 12/15/2009, 2:44 PM SERVICE OF DOCUMENTS AND NOTICE 176. A document may be served on the Company or an officer thereof by sending it to Service of the Company or officer at the Registered Office of the Company by post under a Documents on the certificate of posting or by registered post, or by leaving it at the Registered Office. Company 177. (1) A document (which expression for this purpose shall be deemed to include How Documents are and shall include any summon, notice, requisition, process, order, judgement to be served on or any other document in relation to or in the winding up of the Company) Members may be served or sent by the Company on or to any member either personally or by sending it by post to him to his registered address, or if he has no registered address in India, to the address, if any, within India supplied by him to the Company for the giving of notices to him. (2) All notices shall with respect to any registered shares to which persons are entitled jointly be given to whichever of such persons is named first in the Registered, and notice so given shall be sufficient notice to all the holders of such shares. (3) Where a document is sent by post : (a) service thereof shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the document provided that where a member has intimated to the Company in advance that the document 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 shall not be deemed to be effected unless it is sent in the manner intimated by the member; and (b) unless the contrary is proved, such service shall be deemed to have been effected : (i) in the case of a notice of a meeting, at the expiration of forty- eight hours after the letter containing the notice is posted; and (ii) in any other case, at the time at which the letter would be delivered in the ordinary course of post. 178. Each registered holder of shares shall, from time to time, notify in writing to the Members to Notify Company some place in India to be registered as his address and such registered Address in India place of address shall for all purposes be deemed his place of residence. 179. If a member has no registered address in India, and has not supplied to the Company Service on members an address within India for the giving of notices to him, a document advertised in a having no registered newspaper circulating in the neighbourhood of the Registered Office of the Company address in India shall be deemed to be duly served on him on the day on which the advertisement appears. 180. A document may be served by the Company on the persons entitled to a share in Service on persons consequence of the death or insolvency of a member by sending it through the post acquiring shares on in a prepaid letter addressed to them by name, or by the title of representatives of death or insolvency the deceased, or assignees of the insolvent or by any like description at the address of members (if any) in India supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by serving the document in any

Memorandum23-76.p65 71 12/15/2009, 2:44 PM manner in which the same might have been served if the death or insolvency had not occurred. Persons entitled 181. Subject to the provisions of the Act and these Articles, notice of General Meeting shall to Notice of be given : General Meetings (a) to the members of the Company as provided by Article 72 in any manner authorised by Articles 177 and 179 as the case may be or as authorised by the Act; (b) to the persons entitled to a share in consequence of the death or insolvency of a member as provided by Article 180 or as authorised by the Act; (c) to the Auditor or Auditors for the time being of the Company, in any manner provided by Article 177 or as authorised by the Act in the case of any member or members of the Company. Advertisement 182. Subject to the provisions of the Act, any document required to be served on or sent to the members, or any of them by the Company and not expressly provided for by these presents, shall be deemed to be duly served or sent if advertised once in a newspaper circulating in the neighbourhood of the Registered Office of the Company. Members bound 183. Every person, who by the operation of law, transfer, or other means whatsoever, shall by documents become entitled to any share, shall be bound by every document in respect of such given to previous share which, previously to his name and address being entered on the Register, shall holders have been duly served on or sent to the person from whom he derives his title to such shares. How notice to be 184. Any notice to be given by the Company shall be signed by the Managing Director or signed by such Director or officers as the Board may appoint. The signature to any notice to be given by the Company may be written or printed or lithographed.

AUTHENTICATION OF DOCUMENTS Authentication of 185. Save as otherwise expressly provided in the Act or these Articles, a document or Documents and proceeding requiring authentication by the Company may be signed by a Director, Proceedings Managing Director or an authorised officer of the Company and need not be under its seal.

WINDING UP Application of 186. Subject to the provisions of the Act as to preferential payments, the assets of the Assets Company shall, on its winding up, be applied in satisfaction of its liabilities pari passu and, subject to such application, shall, unless the articles otherwise provide, be distributed among the members according to their rights and interests in the Company. Division of Assets 187. If the Company shall be wound up, whether voluntarily or otherwise, the liquidators, of the Company may with the sanction of a special resolution, divide among the contributories, in among Members specie or kind, any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them, as the liquidators with the like sanction shall think fit. In case any shares to be divided as aforesaid involve a liability to calls or otherwise, any person entitled under such division to any of the said shares may within ten days after the passing of the special resolution, by notice in writing, direct the

Memorandum23-76.p65 72 12/15/2009, 2:44 PM liquidators to sell his proportion and pay him the net proceeds, and the liquidators shall, if practicable, act accordingly.

INDEMNITY AND RESPONSIBILITY 188. (1) Subject to the provisions of Section 201, the Managing Director and every Directors’ and Director, Manager, Secretary and other officer or employee of the Company Others’ Right to shall be indemnified by the Company against, and it shall be the duty of the Indemnity Directors out of the funds of the Company to pay all costs, losses and expenses (including travelling expenses) which any such Director, officer or employee may incur or become liable to by reason of any contract entered into or act or deed done by him or in any other way in the discharge of his duties, by such Managing Director, Director, officer or employee. (2) Subject as aforesaid, the Managing Director and every Director, Manager, Secretary, or other officer or employee of the Company shall be indemnified against any liability incurred by them or him in defending any proceedings whether civil or criminal in which judgement is given in their or his favour or in which they or he is acquitted or discharged or in connection with any application under Section 633 in which relief given to them or him by the Court. 189. Subject to the provisions of Section 201, no Director or other officer of the Company Not responsible for shall be liable for the acts, receipts, neglects, or defaults of any other Directors or acts of others officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the money of the Company shall be invested, or for any loss or damages arising from the bankruptcy, insolvency or tortuous act of any person, company or Corporation, with whom any moneys, securities or effects shall be entrusted or deposited or for any loss occasioned by any error of judgement or oversight on his part, or for any other loss or damage or misfortune whatever, which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own wilful act or default.

SECRECY CLAUSE 190. (1) No member shall be entitled to visit or inspect the Company’s works without Secrecy Clause the permission of the Directors or Managing Directors, or to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process or which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interests of the Company to communicate to the public. (2) Every Director, Managing Director, Manager, Secretary, Auditor, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the Company shall if so required by the Board before entering upon his duties, or at any time during his term of office, sign

Memorandum23-76.p65 73 12/15/2009, 2:44 PM a declaration pledging himself to observe strict secrecy respecting all transactions of the Company and the state of accounts and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of duties except when required so to do by the Board of Directors or by any General Meeting or by a court of law or by the persons to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions contained in these Artciles.

LEGAL PROCEEDINGS Legal Proceedings *191. (1) Any two Directors or any Director jointly with the Secretary are jointly empowered to institute, conduct, defend, compound or abandon any actions, suits and legal proceedings, both civil and criminal on behalf of the Company and also compromise or submit the same for arbitration. (2) The aforesaid persons may delegate the powers vested above to any other person.

* Inserted in terms of a Special Resolution passed at the 42nd AGM held on 18th September, 1991.

Memorandum23-76.p65 74 12/15/2009, 2:44 PM Sl. Name, Address and No. of Shares Witness No. Description of Subscribers taken by each Subscriber

1. On behalf of H.H. the Maharajah of Mysore, 1,000 A. Murugappan, Sridar H. Niranan Raj Urs. Hozur, 92, Gandhinagar, Secretary to H.H. the Maharajah of Mysore Bangalore City

2. Dr. Sir A.Lakshmanaswamy, Vice-Chancellor, University of Madras, Madras 10

3. P. Venkataramana Rao, Judge, Madras High Court (Retired) Chief Justice, Mysore (Retired) “Goutami”, 16 Victoria Crescent, Egmore, Madras 30 P. Govindarajan, 4. Dr. Sir R.K. Shanmukham Chetty, Office Manager, K.C.I.E. Merchant, Coimbatore 25 Ajax Products Ltd. 106, Armenian Street, 5. C.V.C.T. Venkatachalam, Madras Banker, Kanadukathan 25

6. N. Ranganadhan, Merchant, 25 Godown Street, Madras 10

7. A.M.M. Murugappa Chettiar, Banker & Merchant Santhome, Mylapore, Madras 1,160

8. E.H. Coe, Engineer 3 Kellys Road, Kilpauk, Madras 10 R. Narasimhachari, Advocate, 9. A.M.M. Arunachalam, “Sarnath” Banker & Merchant Rangachari Road Chittaranjan Road, Madras - 18 1,160 Mylapore, Madras

10. M.V. Arunachalam, Banker & Merchant 9 Santhome High Road, Madras - 4 1,160

Total No. of Shares Taken 4,590

Dated at Madras the NINTH day of SEPTEMBER 1949.

Memorandum23-76.p65 75 12/15/2009, 2:44 PM 76

Memorandum23-76.p65 76 12/15/2009, 2:44 PM ANNEXURE TO ARTICLES OF ASSOCIATION

Memorandum77-95.p65 77 12/15/2009, 2:44 PM SPECIAL RESOLUTION PASSED AT THE ANNUAL GENERAL MEETING HELD ON 28TH NOVEMBER 1960 : RESOLVED that the Articles of Association of the Company be amended in the manner following, namely : (a) Article 97 shall be deleted and the following substituted therefor:- “Any person, whether a member of the Company or not, may be appointed a Director and no qualification by way of holding shares shall be required of any Director” (b) Sub-clause (a) of Clause 1 of the Article 100 shall be deleted.

SPECIAL RESOLUTION PASSED AT THE THIRTEENTH ANNUAL GENERAL MEETING HELD ON 3RD DECEMBER 1962: RESOLVED that the Articles of Association of the Company be amended in the manner following, namely: The existing Article No.126 shall be re-numbered as 126(1) and the following clauses added as Clauses (2) (a), (b), (c) and (d) of the Article, namely:- “126.(2) (a) The Board of Directors shall have power, from time to time and at any time, to appoint any person who is in the employment of the Company, as a “Special Director” on such terms and conditions as to remuneration and otherwise as the Board may deem fit, and at its discretion to remove or suspend such person from the said office. Any person so appointed shall not be a Director of the Company for any of the purposes of the Act, nor shall he have any of the powers of, or be subject to any of the duties of a Director. (b) The designation under which any person so appointed shall describe himself and shall sign documents and correspondence relating to the business of the Company shall be “Special Director” coupled with such other description as shall be determined by the Board. (c) The use of the word “Director” in the said designation shall not be construed as constituting such person a Director of the Company for any of the purposes of the Act. (d) Subject as aforesaid, every person appointed as a “Special Director” shall exercise such powers and discharge such duties as the Board of Directors may, from time to time, determine.”

SPECIAL RESOLUTION PASSED AT THE FOURTEENTH ANNUAL GENERAL MEETING HELD ON 18TH DECEMBER 1963: RESOLVED that the Articles of Association of the Company be amended in the manner following viz: In Article 96, the words “and reasonable travelling and other expenses within India” occurring at the end of the said Article shall be deleted and the following words shall be substituted therefor at the end of Article 96, viz., “and shall be paid, in addition thereto, all travelling and hotel and other expenses properly incurred by him in attending and returning from the meetings of the Board of Directors or of any committee thereof or in connection with the business of the Company to and from any place”.

SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON 29TH APRIL 1965: RESOLVED that the Articles of Association of the Association be and they are hereby amended in the manner following, namely : (a) Article 21 shall be deleted and the following, substituted therefor as Article 21: “Any person (whether the registered holder of the shares or not) being in possession of any share certificate or share certificates for the time being, may surrender the said share certificates to the Company and

Memorandum77-95.p65 78 12/15/2009, 2:44 PM apply to the Company for the issue of two or more fresh share certificates comprising the same shares bearing the same distinctive numbers as were comprised in the said certificates and in such separate lots as he may desire, in lieu of such share certificates so surrendered or for consolidation of the shares comprised in such surrendered certificates into one certificate or if any share certificate is worn out or defaced or if there is no further space on the back of the certificate for endorsements of transfers, for issue of a fresh certificate in lieu of such certificate, and the Directors may, at their discretion, in lieu of and in cancellation of certificates so surrendered, issue one or more such Share Certificates as the case may be in the name of the person or persons in whose name the original certificates stood and the new certificates so issued shall be delivered to the person who surrendered the original certificates or to his order.” (b) Article 39 shall be deleted and the following substituted therefor as Article 39: “No fee shall be charged by the Company for transfer of shares or transmission of shares or for registration of any powers of Attorney, Probates, Letters of Administration or similar documents or for issue of fresh share certificates in lieu of surrendered certificates for consolidation, splitting or otherwise” (c) Article 40 shall be deleted and the following substituted therefor as Article 40: “The Board may, at its discretion, remit any fees chargeable under these presents for renewal of share certificates or for any other matters” (d) Article 96 shall be deleted and the following substituted therefor as Article 96: “Every Director, including any Ex-Officio Director, shall be paid a sitting fee of Rs.100/- (Rupees one hundred only) for every meeting of the Directors or of any Committee of the Directors attended by him, and shall be paid in addition thereto, all travelling and hotel and other expenses properly incurred by him in attending and returning from the meetings of the Board of Directors or of any committee thereof or in connection with the business of the Company to and from any place. “PROVIDED that any Director, including the Managing Director or Managing Directors, holding an office of profit under the Company within the meaning of Section 314 of the Companies Act, shall not be entitled to the sitting fee of Rs. 100/- (Rupees one hundred only) above mentioned for their attendance at the meetings of the board or of Committees thereof”

SPECIAL RESOLUTION PASSED AT THE SIXTEENTH ANNUAL GENERAL MEETING HELD ON 17TH DECEMBER 1965: RESOLVED that Article 96 of the Articles of Association of the Company be deleted and the following substituted therefor: “Every Director, including any Ex-officio Director, shall be paid a sitting fee of Rs. 200/- (Rupees two hundred only) for every meeting of the Board of Directors or of any Committee thereof attended by him and shall be paid in addition thereto all travelling expenses and an allowance of Rs. 100/- (Rupees one hundred only) per day in attending and returning from the meeting of the Board of Directors or of any Committee thereof or such expenses as may be incurred by any Director in connection with the business of the Company to and from any place. “Provided that any Director, including the Managing Director or Managing Directors, holding an office of profit under the Company within the meaning of Section 314 of the Companies Act, shall not be entitled to the sitting fee of Rs. 200/- (Rupees two hundred only) above mentioned for their attendance at the meetings of the Board of Committees thereof”

SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON 26TH FEBRUARY 1966: RESOLVED that the Articles of Association of the Company be amended in the manner following, namely:

Memorandum77-95.p65 79 12/15/2009, 2:44 PM The existing Clause (3) of Article 6 shall be renumbered as Sub-clause (a) and the following added as Sub- clause (b) of Clause 3 of Article 6 namely: “(b) Provided further that, so long as any agreement or agreements entered into between the Company and Tube Investments Limited of U.K., under which any loan or loans is or are borrowed and by the terms of which any option to call for allotment of the said Redeemable Preference Shares or to convert any portion of the loan into Redeemable Preference Shares, is or are in force, the Board of Directors shall be entitled at its discretion to issue and allot Redeemable Preference Shares in satisfaction of the whole or any portion of the aforesaid loan in accordance with the terms of such agreement or agreements and without offering the same to the existing holders of Equity Shares.”

SPECIAL RESOLUTION PASSED AT THE SEVENTEENTH ANNUAL GENERAL MEETING HELD ON 19TH DECEMBER 1966: “RESOLVED that the Articles of Association of the Company be amended in the manner following: After the existing Sub-clause(4) of Article 129, the following shall be added as Sub-clause (5) of Article 129, namely: (5) “The Industrial Credit and Investment Corporation of India Limited (hereinafter referred to as ‘ICICI’) shall be entitled, if they choose to exercise this right, so long as any loan taken from the ICICI, or part of it, is outstanding for repayment by the Company to the said ICICI, to nominate one person, acceptable to the Board of Directors of the Company to be a Director of the Company. The person so nominated, hereinafter referred to as ‘Nominated Director’, shall not be liable for retirement by rotation or be required to hold any share qualification. Such Nominated Director shall hold office at the pleasure of the ICICI who may, at any time, remove any person so appointed and appoint another in his place or fill any vacancy in the office of the Nominated Director. If and when any loan outstanding is paid off to the ICICI in full, the said power of nomination shall cease and determine and any Nominated Director then holding office shall forthwith vacate his said office”.

SPECIAL RESOLUTION PASSED AT THE EIGHTEENTH ANNUAL GENERAL MEETING HELD ON 30TH NOVEMBER 1967: RESOLVED that the Articles of Association of the Company be amended in the manner following: Article 5 shall be deleted and the following substituted therefor as Article 5 namely: “5. The share capital of the Company is Rs.7,00,00,000 (Rupees Seven Crores) divided into 5,00,000 Ordinary (Equity) shares of Rs.100/- each and 2,00,000 Redeemable Preference Shares of Rs.100/- each.”

SPECIAL RESOLUTION PASSED AT THE NINETEENTH ANNUAL GENERAL MEETING HELD ON 9TH DECEMBER 1968: RESOLVED that the Articles of Association of the Company be amended in the manner following: (a) Article 8: At the end of Article 8, the following shall be added as Sub-clause (e), namely: “The Company shall not, except with the sanction of the Company in General Meeting by Special Resolution, give to any person the right to call for allotment of any shares”. (b) Article 37: The existing Article 37 shall be deleted and the following substituted therefore as Article 37 namely: “Shares in the Capital of the Company shall be transferred by an instrument of transfer in writing, signed by the transferor and the transferee, duly stamped and such instrument of transfer shall be in the prescribed

Memorandum77-95.p65 80 12/15/2009, 2:44 PM form and shall in all respects comply with the provisions of Section 108 of the Companies Act and the Rules prescribed thereunder:. (c) Article 38: At the end of Article 38 (1) the following words shall be added, namely: “Provided further that the registration or acknowledgment of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any person or persons indebted to the Company on any account whatsoever except in exercise of the lien on partly paid shares for arrears of calls thereon in terms of Article 23”. (d) Article 156: The existing Article 156 shall be deleted and the following substituted therefor as Article 156 namely: “All dividends unclaimed for six years after having been declared may be forfeited by the Directors for the benefit of the Company provided that no unclaimed dividends will be forfeited before the claim becomes barred by law. But such forfeiture may, at any time, be annualled by the Board of Directors in appropriate cases”.

SPECIAL RESOLUTION PASSED AT THE TWENTY FIRST ANNUAL GENERAL MEETING HELD ON 10TH DECEMBER 1970: RESOLVED that the Articles of Association of the Company be and they are hereby amended in the manner following: In Article 68, Sub-clause (i) shall be deleted and the following shall be substituted therefor: “68. (1) The Company shall in each year hold in addition to any other General Meetings, a general meeting which shall be styled as its Annual General Meeting at intervals and in accordance with the provisions specified below: (a) Every Annual General Meeting shall be held by the Company within six months after the expiry of each financial year and not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next, subject however to the power of the Registrar of Companies to extend the time by a period not exceeding three months within which such a meeting can be held. (b) Every Annual General Meeting shall be called for a time during business hours on a day that is not a public holiday and shall be held either at the Registered Office of the Company or at some other place within the city, town, village in which the Registered Office of the Company is situate, and the notice calling such meeting shall specify it as the Annual General Meeting. Provided however, the Company may by resolution passed in one Annual General Meeting fix the time for its subsequent Annual General Meetings. (c) Notice calling such meetings shall specify them as Annual General Meetings.” (2) Article 77 shall be deleted and the following shall be substituted therefor: “77. (1) The Chairman of the Board of Directors and in his absence the Deputy Chairman of the Board of Directors shall preside as Chairman at every General Meeting of the Company. (2) If there is no such Chairman or Deputy Chairman, or if at any meeting, either of them is not present within fifteen minutes after the time appointed for holding the meeting or being present is unwilling to act as Chairman of the meeting, the members present shall choose another Director as Chairman of the meeting, and if no Directors be present or if all the Directors decline to take the Chair then the members present shall choose one of their number to be Chairman of the meeting.”

Memorandum77-95.p65 81 12/15/2009, 2:44 PM (3) Article 96 shall be deleted and the following shall be substituted therefor: “96. Every Director (including the Ex-officio Director) shall be paid a sitting fee of Rs. 250/- for each meeting of the Board of Directors or of any committee thereof attended by him and shall be paid in addition thereto all travelling, hotel and other expenses properly incurred by him in attending and returning from meetings of the Board of Directors or of any committee thereof or General Meetings of the Company or in connection with the business of the Company to and from any place. Provided that any Director, including the Managing Director or Managing Directors holding an office of profit under the Company within the meaning of Section 314 of the Companies Act shall not be entitled to the sitting fee of Rs. 250/- above mentioned for their attendance at the meeting of the Board or of committees thereof.” (4) Article 115 shall be deleted and the following shall be substituted therefor: “115. (1) Sri S. Ramaswami Mudaliar shall be the first chairman of the Board of Directors. The second and subsequent chairman shall be elected at a special meeting of the Board of Directors of which not less than 21 days notice has been given. The Chairman shall always be of Indian nationality. The Chairman shall be paid such remuneration as the Company in General Meeting may determine in accordance with the Companies Act and subject to such sanction, if any, as may be required for the purpose from the Central Government. (2) The Board of Directors may, at any time, and from time to time appoint any member of their body to be the Deputy Chairman of the Board of Directors, who shall be elected at a special meeting of the Board of Directors of which not less than 21 days notice has been given. He shall hold such office for such period as the Board of Directors may determine at the time of making the appointment. (3) Any Director so appointed to the office of Chairman or Deputy Chairman shall not be deemed to have vacated the said office of Chairman or Deputy Chairman respectively, by reason only that he retires or vacates at any Annual General Meeting of the Company and is re-elected at the same meeting. (4) At all meetings of the Board of Directors, the Chairman and in his absence, the Deputy Chairman shall preside over the meetings. If no person has been appointed as Chairman or Deputy Chairman or if at any meeting of the Board of Directors neither the Chairman nor the Deputy Chairman is present within fifteen minutes of the time appointed for holding of the same or being present, neither of them is willing to preside over the said meeting, then in that case, the Directors shall choose one of their number present to preside over the meeting. (5) The Deputy Chairman shall be paid such remuneration as the Company in General Meeting may determine in accordance with the Companies Act and subject to such sanction, if any as may be required for the purpose from the Central Government.” (5) Article 117 shall be deleted and the following shall be substituted therefor: “117. If the Chairman and/or Deputy Chairman of the Board of Directors are/is member/s of the Committee, the Chairman and in his absence, the Deputy Chairman shall preside over all meetings of the Committee. If the Chairman or Deputy Chairman is not a member thereof, or if at any meeting, the Chairman and/or Deputy Chairman being member/s of the Committee are/is not present within five minutes after the time appointed for holding the meeting, or being present neither of them is willing to preside over the said meeting, the members of the committee present may choose one of their number to be Chairman of the meeting.” 6. In Article 163, the words ‘nine months’ shall be substituted by the words ‘six months’.

Memorandum77-95.p65 82 12/15/2009, 2:44 PM SPECIAL RESOLUTION PASSED AT THE TWENTY SECOND ANNUAL GENERAL MEETING HELD ON 7TH MAY 1971: RESOLVED that the Articles of Association of the Company be and they are hereby amended in the manner following: After the existing Sub-clause (5) of Article 129, the following shall be added as Sub-clause (6) and Sub-clause (7) of Article 129, namely. “129.(6) Life Insurance Corporation of India, Bombay (hereinafter referred to as ‘LIC’) shall be entitled, if they choose to exercise this right, so long as LIC hold any of the 10,000-81/2% (Registered) Debentures of Rs.1,000/- each of the Company, to nominate one person to be a Director of the Company. The person so nominated, hereinafter referred to as ‘Nominated Director’ shall not be liable for retirement by rotation or be required to hold any share qualification. Such Nominated Director shall hold office at the pleasure of LIC who may, at any time, remove any person so appointed and appoint another in his place or fill any vacancy in the office of the Nominated Director. If and when the debentures held by the LIC are redeemed in full, the said power of nomination shall cease and determine and any Nominated Director then holding office shall forthwith vacate his said office. 129. (7) In the event of a Nominated Director being appointed either by the Industrial Credit and Investment Corporation of India Limited or by the Life Insurance Corporation of India under Article 129(6), such appointment shall not be taken into account for purposes of determining parity between the number of Directors representing Tube Investments Limited, U.K. and the Indian interests as set out in Article 95”

SPECIAL RESOLUTION PASSED AT THE TWENTY THIRD ANNUAL GENERAL MEETING HELD ON 24TH MAY 1972: RESOLVED that the articles of Association of the Company be and they are hereby amended in the manner following: The existing Sub-clause (7) of Article 129 shall be deleted. After the existing Sub-clause (6) of Article 129, the following shall be added as Sub-clauses (7) and (8) of Article 129, namely: “129.(7) Unit Trust of India, Bombay (hereinafter referred to as UTI) shall be entitled, if they choose to exercise the right, so long as UTI hold any of the 10,000-81/2% (Registered) Debentures of Rs.1,000/ - each of the Company, to nominate one person to be a Director of the Company. The person so nominated, hereinafter referred to as ‘Nominated Director’ shall not be liable for retirement by rotation or be required to hold any share qualification. Such Nominated Director shall hold office at the pleasure of UTI who may, at any time remove any person so appointed and appoint another in his place or fill any vacancy in the office of the Nominated Director. If and when the debentures held by the UTI are redeemed in full, the said power of nomination shall cease and determine and any Nominated Director then holding office shall forthwith vacate his said office. 129. (8) In the event of a Nominated Director being appointed either by ICICI or by LIC or by UTI under Articles 129(5), 129(6) and 129(7), such appointment shall not be taken into account for purposes of determining parity between the number of Directors representing Tube Investments Limited, U.K. and the Indian interests as set out in Article 95”.

SPECIAL RESOLUTION PASSED AT THE TWENTY SIXTH ANNUAL GENERAL MEETING HELD ON MONDAY THE 9TH JUNE, 1975: RESOLVED that the Articles of Association of the Company be amended in the manner following, namely,

Memorandum77-95.p65 83 12/15/2009, 2:44 PM (a) Article 104 (3) shall be amended by adding at the end, the following words: “and whole-time Director/s appointed under Article 141-A”. (b) After the existing Article 141, the following shall be inserted as Articles 141-A, 141-B, 141-C, namely: “141A.Subject to the provisions of the Act and subject to the sanction of the Government of India, if any, required in that behalf, the Board may at any time appoint one or more of its body, as Whole- time Director/s under the designation of Technical Director, Executive Director, Administrative Director or Director & General Manager or under such other designation as it may deem fit, and on such terms and conditions and on such powers and duties as the Board may deem fit. The Whole-time Director/s shall perform such duties and exercise such powers as the Board may, from time to time determine, and subject to the conditions and restrictions if any, the Board may impose and shall exercise all such powers and perform such duties subject to the control, supervision and directions of the Managing Director/s. 141B. The remuneration payable to such Whole-time Directors shall be determined by the Board, subject to such sanction of the Company in General Meeting and/or of the Government of India, as may be required in that behalf. 141C. Subject to the provisions of Section 260 and Section 262 of the Act, the Whole-time Directors, so long as they hold office as such, shall be liable for retirement by rotation”. b. RESOLVED that the Articles of Association of the Company by amended in the manner following, namely: (a) Article 156 shall be deleted and the following substituted therefor namely: “All dividends unclaimed for three years after having been declared may be forfeited by the Board for the benefit of the Company. But such forefeiture may, at any time, be annulled by the Board in appropriate cases”. (b) Article 158 shall be deleted.

SPECIAL RESOLUTION PASSED AT THE TWENTY-SEVENTH ANNUAL GENERAL MEETING HELD ON 29TH JUNE, 1976: RESOLVED that the Articles of Association of the Company be amended in the manner following, namely, that after the existing Article 93, the following shall be added as Article 93-A, namely: “93A.(a) The Board of Directors may, from time to time, or at any time appoint any person who has been holding office as Chairman of the Board of Directors or as a Managing Director to be the President of the Company and the person so appointed shall hold office as President for his life or for such period as the Board of Directors may determine when making the appointment or at any other time. The President need not be a Director or a shareholder. (b) Sir A. Ramaswami Mudaliar shall be the first President of the Company and shall hold office for life”.

SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON THURSDAY THE 22ND SEPTEMBER, 1977: 3. RESOLVED that the Articles of Association of the Company, be amended in the manner following, viz: Article 5 shall be deleted and the following substituted therefor as Article 5 viz: “5. The Share Capital of the Company is Rupees Seven Crores (Rs.7,00,00,000/-) divided into 50,00,000 Equity Shares of Rs.10/- each and 2,00,000 Redeemable Preference Shares of Rs.100/- each”.

Memorandum77-95.p65 84 12/15/2009, 2:44 PM SPECIAL RESOLUTION PASSED AT THE THIRTY FIRST ANNUAL GENERAL MEETING HELD ON 30TH APRIL 1980: RESOLVED that the Article of Association of the Company be amended in the manner following viz., Article 5 shall be deleted and following substituted therefor as Article 5 viz., “5. The Share Capital of the Company is Rs.7,00,00,000/- (Rupees Seven Crores) divided into 70,00,000 Equity Shares of Rs.10/- each”. RESOLVED that the Articles of Association of the Company be amended further in the manner following viz., Article 156 shall be deleted and the following substituted therefor: “No unclaimed dividend shall be forfeited by the Board and the Company shall comply with the provisions of Section 205-A of the Companies Act, 1956”.

SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON FRIDAY, THE 19TH DECEMBER 1980: 1. RESOLVED that the Articles of Association of the Company be amended in the manner following: (A) The following shall be added as Article 36-A after the existing Article 36: “The Directors shall not accept application for transfer of less than 10 (ten) equity shares of the Company, provided however, the said prohibition shall not apply to: (a) the transfer of equity shares made in pursuance of a statutory provision or an order of a Court of Law; (b) the transfer of the entire equity shares by an existing equity shareholder of the Company holding less than 10 (ten) equity shares; (c) the transfer of more than 10 (ten) equity shares in the aggregate in favour of the same transferee under two or more transfer deeds out of which one or more relate/s to the transfer of less than 10 equity shares.” (B) Article 95 shall be deleted and the following substituted therefor: “95. At every election and at all times when any vacancy or vacancies in the Board of Directors is filled up, the election and appointment to the vacancy or vacancies shall be so made that the representation for the UK interests (Tube Investments Limited, U.K.) on the Board shall be three Directors.” (C) The following shall be added as Article 96-A after the existing Article 96: “A Director who is neither in the whole-time employement of the Company nor a Managing Director may be paid remuneration. either (a) by way of a monthly, quarterly or annual payment with the approval of the Central Government; or (b) by way of commission if the Company by Special Resolution authorises such payment; Provided that the remuneration paid to such Director, or where there is more than one such Director, to all of them together, shall not exceed -

Memorandum77-95.p65 85 12/15/2009, 2:44 PM i) one per cent of the net profits of the Company, if the Company has a Managing or Whole-time Director or a manager; ii) three percent of net profits of the Company, in any other case. Provided further that the Company in General Meeting may, with the approval of the Central Government, authorise the payment of such remuneration at a rate exceeding one percent or as the case may be, three percent of its net profits”.

SPECIAL RESOLUTION PASSED AT THE THIRTY THIRD ANNUAL GENERAL MEETING HELD ON 29TH APRIL 1982: RESOLVED that the Articles of Association of the Company be amended in the manner following: After the existing Sub-clause (8) of Article 129, the following shall be added as Sub-clause (9) of Article 129: namely: “Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to the Industrial Development Bank of India (IDBI), Industrial Finance Corporation of India (IFCI), The Industrial Credit and Investment Corporation of India Limited (ICICI) and Life Insurance Corporation of India (LIC) each of the above is hereinafter in this Article referred to as “the Corporation” out of any loans/ debenture assistance granted by them to the Company or so long as the Corporation holds or continues to hold debentures/shares in the Company as a result of underwriting or by direct subscription or private placement, or so long as any liability of the Company arising out of any guarantee furnished by the Corporation on behalf of the Company remains outstanding, the Corporation shall have a right to appoint from time to time, any person or persons as a non Whole-time Director or Directors (which Director or Directors is/are hereinafter referred to as “Nominee Director/s”) on the Board of the Company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s. At the option of the Corporation, such Nominee Director/s shall not be required to hold any share qualification in the Company. Also, at the option of the Corporation, such Nominee Director/s shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company. The Nominee Director/s so appointed shall hold the said office, only so long as any moneys remain owing by the Company to the Corporation or so long as the Corporation holds or continues to hold debentures/shares in the Company as a result of underwriting or by direct subscription or private placement or the liability of the Company arising out of the guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately, the moneys owing by the Company to the Corporation are paid off Corporation ceasing to hold debentures/shares in the Company or on the satisfaction of the liability of the Company arising out of the guarantee furnished by the Corporation. The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board Meetings and of the Meetings of the Committee of which the Nominee Director/s is/ are member/s as also the minutes of such meetings. The Corporation shall also be entitled to receive all such notices and minutes. The Company shall pay to the Nominee Director/s sitting fees and expenses to which the other Directors of the Company are entitled, but if any other fees, commission, moneys or remuneration in any form are payable to the Directors of the Company, the fees, commission, moneys and remuneration in relating to such Nominee Director/s shall accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the Corporation or such Nominee Director/s in connection with their appointment or Directorship shall also be paid or reimbursed by the Company to the Corporation or, as the case may be, to such Nominee Director/s.

Memorandum77-95.p65 86 12/15/2009, 2:44 PM Provided that if any such Nominee Director/s is an officer of the Corporation, the sitting fees, in relation to such Nominee Director/s shall also accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Provided, however, in the event of the Company committing default in repayment or payment of the amounts due to the Corporation, the right reserved to the Corporation under this Article shall enure to the Corporation for the appointment, removal and replacement of Whole-time Director/s on the Board of the Company (hereinafter referred to as “the Whole-time Director/s”). The aforesaid provisions of this Article shall apply mutatis mutandis to such Whole-time Director/s except that the remuneration, the terms of service and the powers to be exercised by such whole-time Director/s shall be such as may be approved by the Corporation”.

SPECIAL RESOLUTION PASSED AT THE 35TH ANNUAL GENERAL MEETING HELD ON 30TH APRIL 1984: (A) RESOLVED that the Articles of Association of the Company be amended in the manner following: After the existing Sub-clause (9) of Article 129, the following shall be added as Sub-clause (10) of Article 129, namely: “Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to the Unit Trust of India (UTI), General Insurance Corporation of India (GIC) and its four subsidiaries namely 1) National Insurance Company Limited (NIC), 2) The Oriental Fire and General Insurance Company Limited (OFGI), 3) The New India Assurance Company Limited (NIA) and 4) United India Insurance Company Limited (UI) (each of the above is hereinafter in this Article referred to as “the Corporation”) out of any loans/debenture assistance granted by them to the Company or so long as the Corporation holds or continues to hold debentures/shares in the Company as a result of underwriting or by direct subscription or private placement, or so long as any liability of the Company arising out of any guarantee furnished by the Corporation on behalf of the Company remains outstanding, the Corporation shall have a right to appoint from time to time, any person or persons as a non Whole-time Director/s (which Director or Directors, is/are hereinafter referred to as “Nominee Director/s”) on the Board of the Company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s. The Board of Directors of the Company shall have no power to remove from office the Nominee Director/s. At the option of the Corporation, such Nominee Director/s shall not be required to hold any share qualification in the Company. Also, at the option of the Corporation, such Nominee Director/s shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company. The Nominee Director/s so appointed shall hold the said office only so long as any moneys remain owing by the Company to the Corporation or so long as the Corporation holds or continues to hold debentures/shares in the Company as a result of underwriting or by direct subscription or private placement or the liability of the Company arising out of the guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately the moneys owing by the Company to the Corporation are paid off or on the Corporation ceasing to hold debentures/shares in the Company or on the satisfaction of the liability of the Company arising out of the guarantee furnished by the Corporation. The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board Meetings and Meetings of the Committee of which the Nominee Director/s is/are member/s as also the minutes of such meetings. The Corporation shall also be entitled to receive all such notices and minutes. The Company shall pay to the Nominee Director/s sitting fees and expenses to which the other Directors of the Company are entitled, but if any other fees, commission, moneys and remuneration in any form is payable to the Directors of the Company, the fees, commission, moneys and remuneration in relation to such Nominee

Memorandum77-95.p65 87 12/15/2009, 2:44 PM Director/s shall accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Any expenses that may be incurred by the Corporation or such Nominee Director/s in connection with their appointment or Directorship shall also be paid or reimbursed by the Company to the Corporation or, as the case may be, to such Nominee Director/s. Provided that if any such Nominee Director/s is an officer of the Corporation, the sitting fees, in relation to such Nominee Director/s shall also accrue to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation. Provided, however, in the event of the Company committing default in repayment or payment of the amounts due to the Corporation, the right reserved to the Corporation under this Article shall enure to the Corporation for the appointment, removal and replacement of Whole-time Director/s on the Board of the Company (hereinafter referred to as “the Whole-time Director/s”). The aforesaid provisions of this Article shall apply mutatis mutandis to such Whole-time Director/s except that the remuneration, the terms of service and the powers to be exercised by such Whole-time Director/s shall be such as may be approved by the Corporation.”

SPECIAL RESOLUTIONS PASSED AT THE 36TH ANNUAL GENERAL MEETING HELD ON 29TH APRIL 1985: (A) Article 36(A) shall be deleted and the following shall be substituted therefor as Article 36(A): “36 (A) Without prejudice to the provisions contained in Article 38, the Directors shall be entitled to refuse applications for transfer of less than twenty five equity shares of the Company, provided however, that this restriction shall not apply to: (a) transfer of equity shares made in pursuance of any provision of law or a statutory order or an order of a competent Court of Law; (b) transfer of the entire holding of equity shares by an existing equity shareholder of the Company holding less than twenty five equity shares provided that the total holding of the transferee(s) will not be less than twenty five equity shares after the said transfer; (c) transfer of more than twenty five equity shares in the aggregate in favour of the same transferee under one or more transfer deeds, out of which one or more relate/s to transfer of less than twenty five equity shares. Provided that where a member is holding equity shares in lots higher than the transferable unit of trading and transfers are in lots of transferable; nil, the residual shares shall be permitted to stand in the name of such transferor, notwithstanding that the residual holding would be below twenty five equity shares; (d) transfer of equity shares held by a member which are less than twenty five but which have been allotted to him by the Company as a result of an issue of Bonues and/or Rights shares or any shares resulting from conversion of debentures. Without prejudice to the provisions contained in Article 21, the Directors shall be entitled to refuse applications for sub-division or consolidation of shares into denominations of less than twenty five except when such a sub-division or consolidation is required to made to comply with a statutory order or an order of a competent Court of Law or a request from a member to convert his holding of odd lots of shares into transferable/ marketable lots, subject, however, to verification by the Company. The Board of Directors of the Company shall have power to agree to such changes or modifications as may become necessary in this behalf”.

Memorandum77-95.p65 88 12/15/2009, 2:44 PM (B) Article 5 shall be deleted and the following substituted therefor as Article 5: “5. The share capital of the Company is Rs.16,00,00,000/- (Rupees Sixteen crores) divided into 1,60,00,000 equity shares of Rs.10/- each”.

SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON 6TH OCTOBER 1988: RESOLVED that the existing Article 96 of the Articles of Association be substituted by the following Articles: “96. Every Director (including the ex-officio Director) shall be paid a sitting fee of such sum subject to the ceiling prescribed by the Central Government for each meeting of the Board of Directors or of any Committee thereof attended by him and shall be paid in addition thereto all travelling, hotel and other expenses properly incurred by him in attending and returning from meetings of the Board of Directors or of any Committee thereof or General Meetings of the Company or in connection with the business of the Company to and from any place. The Company in General Meeting may, from time to time, decide the sitting fees payable to a Director for attendance at the Board Meeting or of any Committee thereof apart from travelling and other expenses, within the overall maximum prescribed limits in accordance with Section 310 of the Companies Act, 1956.”

SPECIAL RESOLUTION PASSED AT THE FORTY SECOND ANNUAL GENERAL MEETING HELD ON 18TH SEPTEMBER 1991: RESOLVED that the Articles of Association of the Company be amended in the following manner: a. Articles 6(3)(a), 6(3)(b), 6(4), 6(6)(e) and 126(2) be deleted. b. The words “of 6 1/2 per cent per annum” occurring in Article 6(5) be deleted. c. The words “who has been holding ..... or as a Managing Director to be” occurring in Article 93-A (A) be substituted with the word “as”. d. In Article 95, the word “one” be substituted for the word “three”. e. The words “also provided that no question.... continues in force” occurring in Article 113 (2) be deleted. f. The following clause be inserted as Article 191:

LEGAL PROCEEDINGS “191.(1) Any two Directors or any Director jointly with the Secretary are jointly empowered to institute, conduct, defend, compound or abandon any actions, suits and legal proceedings, both civil and criminal, on behalf of the Company and also compromise or submit the same for arbitration. (2) The aforesaid persons may delegate the powers vested above to any other person.”

SPECIAL RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON 21ST FEBRUARY 1994: Article 5 shall be deleted and the following be substituted therefor as Article 5: “5. The share capital of the Company is Rs 34,00,00,000 (Rupees Thirty-four crores only) divided into 3,40,00,000 equity shares of Rs. 19 each.”

Memorandum77-95.p65 89 12/15/2009, 2:44 PM SPECIAL RESOLUTION PASSED AT THE FORTY FIFTH ANNUAL GENERAL MEETING HELD ON 19TH AUGUST 1994: RESOLVED subject to the approval of the Central Government under Section 268 of the Companies Act 1956, the existing Article 136(5) be deleted and the following be substituted therefor. “(5) (a) Except where required for the purpose of satisfying the requirements of Section 255 of the Act, a Director holding office as Managing Director shall not be liable to retire by rotation. (b) Where for the purpose of satisfying the requirements of Section 255 of the Act, one or more of the Managing Director is required to retire by rotation, then the Managing Directors may, by mutual consent, decide the person(s) who shall be liable to retire by rotation.”

SPECIAL RESOLUTION PASSED AT THE FIFTIETH ANNUAL GENERAL MEETING HELD ON 23RD JULY 1999: RESOLVED THAT pursuant to Section 31 and all other applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company be altered in the following manner: a) In the existing Article 4 of the Articles of association of the Company, the words “the purchase of or” be deleted. b) The following be added as Article 4 (a) after the existing Article 4 under the heading “Buy back of Company’s shares”. 4. (a) Subject to such provisions of the Act and all other applicable provisions of law, as may be in force for the time being and from time to time. the Company may purchase and/or buy back its own shares and any other securities at such price and on such terms and conditions as the Board of Directors may in its discretion deem fit and proper. RESOLVED that pursuant to Section 31 and other applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company be and are hereby altered in the following manner:

DEMATERIALISATION OF SECURITIES 47A. Definitions For the purpose of this Article: “Beneficial Owner” means a person whose name is recorded as such with a Depository. “SEBI” means the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992. “Depositories Act” means the Depositories Act, 1996, including any statutory modifications or re-enactment thereof for the time being in force. “Depository” means a company formed and registered under the Companies Act, 1956 and which has been granted a certificate of registration under Sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992. “Member” means the duly registered holder from time to time of the shares of the Company and includes every person whose name is entered as a Beneficial Owner in the records of the Depository. “Debentureholder” means the duly registered holders from time to time of the debentures of the Company.

Memorandum77-95.p65 90 12/15/2009, 2:44 PM “Regulations” means the regulations made by the SEBI. “Security” means such security as may be specified by the SEBI. Words imparting singular number only include the plural number and vice versa. Words imparting persons include corporations. Words and expressions used and not defined in this Article shall have the same meanings respectively assigned to them in the Depositories Act. Company to recognise interest in dematerialised securities under Depositories Act Either the Company or the investor may exercise an option to issue, deal in, hold the securities (including shares) with a Depository in electronic form and the certificates in respect thereof shall be dematerialised, in which event the rights and obligations of the parties concerned and matters connected therewith or incidental thereof, shall be governed by the provisions of the Depositories Act.

Dematerialisation/Rematerialisation of Securities Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise its existing securities, rematerialise its securities held in the Depositories and/or offer its fresh securities in a dematerialised form pursuant to the Depositories Act and the rules framed thereunder, it any.

Securities in Depositories to be in fungible form All securities held by a Depository shall be dematerialised and be in fungible form. Nothing contained in Sections 153, 153A, 153B, 187B, 187C, 372A of the Act shall apply to a Depository in respect of the securities held by it on behalf of the Beneficial Owners.

Rights of Depositories and Beneficial Owners (a) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the Beneficial Owner. (b) Save as otherwise provided in (a) above, the Depository as he registered owner of the securities shall not have any voting rights or any other rights in respect of the security held by it. (c) Every person holding securities of the Company and whose name is entered as the Beneficial Owner in the records of the Depository shall be deemed to be a member of the Company. The Beneficial Owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a Depository.

Beneficial Owner deemed as absolute owner Except as ordered by a Court of competent jurisdiction or as required by law, the Company shall be entitled to treat the person whose name appears on the Register of Members as the holder of any share or where the 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 benami trust or equitable, contingent, future or partial interest in any share, or (except only as is by these Articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto in accordance with these Articles, on the part of any other person whether or not it has express or implied notice thereof, but the Board shall be at its sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them.

Memorandum77-95.p65 91 12/15/2009, 2:44 PM Cancellation of certificates upon surrender by a person Upon receipt of certificate of securities on surrender by a person who has entered into an agreement with the Depository through a Participant, the Company shall cancel such certificate and substitute in its records the name of Depository as the registered owner in respect of the said securities and shall also inform the Depository accordingly.

Options for investors Every person subscribing to securities offered by the Company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities. If a person opts to hold his security with a depository, the Company shall intimate such depository the details of allotment of the security, and on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the security.

Provisions of Articles to apply to shares held in Depository Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls, lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in Depository.

Distinctive Number of Securities held in a Depository The shares in the capital shall be numbered progressively according to their several denominations, provided however, that the provision relating to progressive numbering shall not apply to the shares of the Company which are dematerialised or may be dematerialised in future or issued in future in dematerialised form.

Register and Index of Beneficial Owners The Company shall cause to be kept a Register and Index of Members and a Register and Index of Debentureholders in accordance with Sections 151 and 152 of the Act respectively, and the Depositories Act, with details of shares and debentures held in material and dematerialised forms in any media as may be permitted by law including in any form of electronic media. The Register and Index of Beneficial Owners maintained by a Depository under Section 11 of the Depositories Act shall be deemed to be Register and Index of members and Register and Index of Debentureholders, as the case may be, for the purposes of the Act. The Company shall have the power to keep in any state or country outside India a branch Register of Members resident in that state or country.

SPECIAL RESOLUTION PASSED AT THE 51ST ANNUAL GENERAL MEETING HELD ON 15TH SEPTEMBER 2000: RESOLVED that the existing second paragraph of Article 96 of the Articles of Association of the Company be deleted and the following be substituted therefor. “The Board of Directors may revise the sitting fees payable to the Directors from time to time, not exceeding such sum as may be prescribed under the Companies Act, 1956 or any statutory modification on reenactment thereof or by the Central Government.”

Memorandum77-95.p65 92 12/15/2009, 2:44 PM SPECIAL RESOLUTION PASSED AT THE 52ND ANNUAL GENERAL MEETING HELD ON 27TH JULY 2001: RESOLVED that pursuant to Section 31 of the Companies Act, 1956 Article 95 of the Articles of Association be and is hereby deleted.

SPECIAL RESOLUTION PASSED AT THE 55TH ANNUAL GENERAL MEETING HELD ON 29TH JULY 2004: RESOLVED that the Articles of Association of the Company be amended in the following manner : The first paragraph of Article 94 shall be deleted and the following be substituted therefor : “94. Until otherwise determined by a General Meeting, the number of Directors shall be not less than four and not more than twelve, including any ex-officio Directors.”

Memorandum77-95.p65 93 12/15/2009, 2:44 PM Memorandum Wrapper.p65 2 12/15/2009, 2:44 PM