MEMORANDUM AND ARTICLES OF ASSOCIATION OF ALEMBIC PHARMACEUTICALS LIMITED 1 2 3 4 5 6 7 8 THE COMPANIES ACT, 2013 MEMORANDUM OF ASSOCIATION OF ALEMBIC PHARMACEUTICALS LIMITED (COMPANY LIMITED BY SHARES) I The name of the Company is ALEMBIC PHARMACEUTICALS LIMITED1. II The Registered Office of the Company will be situated in the State of Gujarat. (A) The objects to be pursued by the Company on its incorporation are as under: 1 To manufacture, sale, purchase, deal in various pharmaceuticals products, bulk drugs, medicines, chemicals, raw materials, intermediates for various pharmaceutical products and to engage in business of healthcares, lifesciences, research and development, contract manufacturing in India and/or abroad. 2 To manufacture, process, produce, assemble, distribute, buy, sell, import, export and deal in pharmaceuticals, drugs, chemicals, medicines, raw materials, intermediates, vaccines, tonics, enzymes, steroids, vitamins, hormones, antibiotics, antiseptics, disinfectants, veterinary medicines, poultry medicines, herbal products, their by-products, intermediates, residues, mixtures, compounds, preparations, cosmetics, pesticides, medicinal components, injections, dyewares, cordials, liquors, restoratives, acids, surgical preparations, medical equipments, surgical equipments and other related equipments, used in all therapies of medical treatment and the other life saving equipments apparatus and medicinal equipments and to engage in the business of Healthcare, lifesciences, research and development, contract manufacturing etc. in India and/or abroad. (B) Matters which are necessary for furtherance of the objects specified in Clause III (A) are as under: 1 To act as agents, distributors, stockists, retailers, wholesellers, chemists, merchants and representatives of any pharmaceutical companies, multinational companies, corporations or undertakings in India or abroad and to represent all or any of them as their approved representatives and agents in any hospitals, dispensaries, medical institutions, clinics, diagnostics centres, polyclinics and/or chemists, doctors and other medical professionals for sales, promotion of all or any of the items mentioned above in India and/or abroad. 2. To acquire and undertake whole or any part of the business, goodwill and assets of any person firm or company carrying on or proposing to carry on any of the businesses which this Company is authorized to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such persons, firm and to acquire an interest in amalgamate with or enter into any agreement for sharing profits or for liabilities, competition of for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the facts, things aforesaid to acquire property and shares, debentures, stock or securities that may be agreed upon and to hold and retain and to sell, mortgage and deal with any share, stock or securities so received. 3. To acquire by purchase, lease, exchange or otherwise any movable or immovable property and any rights or privileges which the Company may think necessary or convenient for the purpose of its business and either to retain the same or turn the same to account, as may seem expedient. 4 To enter into partnership or into any arrangement for sharing profits, union of interest, joint venture, reciprocal concession or co-operation with persons or companies carrying on or engaged in any business or transaction which this Company is authorised to carry on. __________________________________________________________________________ 1Clause I upto 12th March, 2011: The name of the Company is ALEMBIC PHARMA LIMITED. 1 5. To vest any movable or immovable property, rights or interests acquired by or received or belonging to the Company in any person or persons or company on behalf of or for the benefit of the Company and with or without any declared trust in favour of the Company. 6. To purchase or otherwise acquire, construct, carry out, equip, maintain, alter, improve, develop, manage, work, sell, let on hire, deal in, control and superintend any factories, plants, warehouses, workshops, sheds, dwellings, offices, shops, stores, buildings, telephones, electric and gas works, power plants, roadways, tramways, railways, bridges, reservoirs, waterhouses and all kinds of works, machinery, apparatus, labour lines, and houses, warehouse, furnaces, crushing works and other works and conveniences necessary for carrying on any of the above specified business. 7. To acquire and take over the whole or any part of the business, goodwill, trade-marks, properties and liabilities of any person or persons firms, companies or undertakings, either existing or new, engaged in or carrying on or proposing to carry on any business which this Company is authorised to carry on possessed of any property on rights suitable for the purpose of the Company and to pay for the same either in cash or in shares or partly in cash and partly in shares or otherwise. 8. To undertake or promote scientific research relating to any business or class of business in which the Company is interested. 9. To negotiate and enter into agreements and contracts with Indian and foreign individuals’ companies, corporations and other organisations for technical, financial or any other assistance for carrying out all or any of the objects of the Company or for the purpose of activating research and development of manufacturing projects on the basis of know-how, financial participation or technical collaboration and acquire necessary formula and patent rights for furthering the objects of the Company. 10. Subject to Section 230 to 234 of the Companies Act, 2013, to amalgamate, merge any other company or companies with the Company or merge, demerge with any other company or companies having all or any of their objects similar to the objects of this company or otherwise, in any manner, whether with or without the liquidation of the Company. 11. To sell, dispose of or transfer the business, property and undertaking of the Company or any part thereof for any consideration which the Company may deem fit to accept and in particular for shares, debenture stock, bonds or securities or any other company having objects altogether different or in part different or similar to those of this Company. 12. Subject to any law for the time being in force, to undertake or take part in the formation, supervision or control of the business or operations of any person, firm, body corporate, association, undertaking carrying on any business which this Company is authorised to carry on. 13. To apply for, obtain, purchase or otherwise acquire and prolong and renew any patents, patent-rights, process, trade secrets, scientific or technical or other assistance, manufacturing process, know-how and other information, designs, patterns, copyrights, trade-marks, licences, concessions and the like rights or benefits, conferring an exclusive or non-exclusive or limited or unlimited right of use thereof, which may seem capable of being used for or in connection with any of the objects of the Company or the acquisition or use of which may seem conciliated directly or indirectly to benefit the Company on payment of any fee, royalty or other consideration and to use, exercise or develop the same and under or grant licences in respect thereof or sell or otherwise deal with the same and expend money in experimenting upon, testing or improving any such patents, inventions, rights or concessions. 14. To apply for and obtain any charter, privilege, concession, licence or authorisation of any Government, State or other Authority for enabling the Company to carry any of its objects into effect or for extending any of the powers of the Company or for effecting any modification of the constitution of the Company which may seem expedient and to oppose any proceeding or applications which may seem expedient or calculated directly or indirectly to prejudice the interests of the Company. 2 15. To enter into any arrangements with any Government or Authorities or any persons or companies that may seem conducive to the objects of the Company or any of them and to obtain from any such Government, Authority, person or company any rights, charters, contracts, licences and concessions which the Company may think it desirable to obtain and to carry out and exercise and comply therewith. 16. To procure the Company to be registered or recognised in or under the laws of any place outside India and to do all acts necessary for carrying on in any foreign country any business or profession of the Company. 17. To draw, make, accept, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments or securities and to open Bank Accounts of any type and to operate the same in the ordinary course of business. 18. To lend money, either with or without security, and generally to such persons and upon such terms and conditions as the Company may think fit and also to invest and deal with the moneys of the Company, not immediately required, in or upon such investment and in such manner as may from time to time determined, not being investment in Company’s own shares provided that the Company shall not carry on the business of banking as provided in the Banking Regulations Act, 1949. 19. Subject to Section 71, 73, 179 and 180 of the Companies Act, 2013 read with rules framed thereunder and the