memorandum and articles of association of … · matrimonial services and all marriage related...

MEMORANDUM AND ARTICLES

OF ASSOCIATION

OF

MATRIMONY.COM LIMITED

1

UNDER THE COMPANIES ACT, 1956

A COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF


1. The name of the company is Matrimony.com Limited.

2. The registered office of the company will be situated in the state of Tamil Nadu 3. The objects to be pursued by the Company on its incorporation are:

a) The main object to be pursued by the company are:- **** 1. To provide matrimonial services and all marriage related activities and services through both online, offline channels and also through electronic, print, wireless, mobile devices and other media, and carry on other incidental marriage related activities including various other Internet based matrimony related businesses such as selling or facilitating the sale of various matrimony related merchandise and/or services through online or offline medium and or provide various types of online related services by designing appropriate sites, servicing them and hosting the website or websites for the above purpose; to carry out research activities, investigations, surveys, studies and analysis in relation to matrimony and matrimony related information and services; to collect, collate, analyze and provide data, information, statistics, data bases, trends and other information related to matrimony and matrimony related requirements and services; to render consultancy services in relation to the above; to act as agents for various newspapers and periodicals and for providing all marriage related information; to advice, plan, facili tate or organize the various wedding ceremonies for its customers; and to provide counseling, advice on grooming, fashion and beauty, bridal decoration, bridal dressing, and personal life.

****Clause 1 is amended & Clause 2, 3 & 4 are deleted vide Special Resolution

dated 27.7.2012.

Clause 1 is amended vide Special Resolution dated 19.12.2005. Clause 2,3 & 4 are inserted vide Special Resolution dated 19.12.2005 b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are incidental or ancillary to the attainment of above main Objects are:

1. To pay either in cash or otherwise as the company may deem fit, all costs, charges

and expenses incurred or sustained in or about the promotion and establishment of the company shall consider to be in the nature of preliminary expenses.

2. To purchase, take on lease, or otherwise acquire for the purpose of the company

any estates, lands, buildings, easements or other interest in real estates, and to sell, let on lease, or otherwise dispose off or grant rights over any real property belonging to the company.

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3. To purchase or otherwise acquire, erect, alter, maintain, reconstruct, and adapt any offices, factories, sheds, workshops, mills, plant, machinery and other things found necessary or convenient for the purpose of the company.

4. To purchase or otherwise acquire all or any part of the business, properties and

liabilities of any company, society, partnership or person, formed for all or any part of the purposes within the objects of the company, and to conduct and carry on, or liquidate and wind up any such business.

5. To promote any other company or companies for the purpose of acquiring or taking

over all or any of the properties, rights and liabilities of the company.

6. To enter into any arrangements with any government or authority that may seen conductive to the company’s objects or any of them and to obtain for any such Government or authority any rights privileges and concessions which the company may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

7. To amalgamate or enter into partnership or into any arrangement for sharing of

profits, union of interests, co-operation, joint venture, reciprocal concession, or otherwise, with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the company is authorized to carry on or engage in.

8. To acquire or undertake or manage the whole part or any part of the business,

properties and liabilities of any person or company carrying on any business which the company is authorized to carry on, or possessed of property suitable for the purpose of the company.

9. To enter into arrangements with any other person for the carrying out by such other

person on behalf of the company of any of the objects of the company.

10. To apply for, purchase or otherwise acquire any patents, design, patent rights, copyrights, trade-marks, formulae, licenses, concessions and the like, conferring any exclusive, non-exclusive or limited right to use, or any secret or other information to, any invention which may seem capable of being used for any of the purpose of the company, or the acquisition of which may seem calculated directly or indirectly to benefit the company and to use, exercise, develop the property rights or information so acquired.

11. To enter into collaboration agreement(s) with any person(s) whether the nature of

the agreement is financial, technical or otherwise on such terms and conditions as the company deems fit.

12. To sell, let on lease or on hire the whole or any part of the real and personal

properties of the company on such terms, as the company shall determine.

13. To issue shares, debentures, debenture stock or other securities on such terms and conditions as the company shall determine and to purchase, redeem, pay off or convert into equity any securities on such terms and conditions as the company shall determine.

14. To consolidate and sub-divide any shares of the company.

15. To borrow, raise money(s) or secure obligations (whether of the company, or any

other person) in any manner and subject to such terms and conditions as the company shall determine.

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16. To advance and lend money(s) with or without security, and on such terms and

conditions as the company shall determine.

17. Subject to the Provisions of the Act, to invest and deal with money(s) of the company not immediately required in such manner as the company shall determine.

18. Subject to Section 58A of the Companies Act, 1956 and the rule framed there under

in consultation with the Reserve Bank of India, to receive money(s) on deposit, on such terms and conditions as the company shall determine, without carrying on banking business within the meaning of the Banking Regulations Act, 1949.

19. To subsides, assist and guarantee any payment of money by or the performance of

any contracts, engagement of obligation by, any person.

20. To draw, accept and make, and to endorse, discount and negotiate bills of exchange, promissory notes and other negotiable instruments.

21. To transfer sell or otherwise dispose off all or any of the business, properties and

undertakings of the company for any consideration which the company may deem fit to accept.

22. To establish agencies, marketing networks and to regulate and discontinue the

same and to pay such remuneration to agents as the company shall determine.

23. To open, maintain and wind up branches and depots.

24. To provide for the welfare of the persons in the employment of the company, or formerly in the employment of the company or its predecessors in business, and the wives, widows and families or such persons by grants of money, pensions or otherwise, including medical facilities, superannuating, gratuity, insurance and bonus.

25. To subscribe to any charitable, religious or social object and to establish and run or

support any institution, society or club in such manner as shall be determined by the company without making any contribution for political purposes.

26. To establish and maintain or procure the establishment and maintenance of any

contributory, provident, pension or superannuating funds and give and procure the giving of the donations, gratuities, pensions, allowances or other amounts to any person who are or were at any time in the employment or service of the company.

27. To establish, undertake and execute or procure the establishment undertaking or

execution of any trust, either gratuitously or otherwise. 28. To distribute any of the properties of the company in a specie among the

shareholders at the time of winding up. 29. To open an account or accounts with any bank or banks and to draw and endorse

cheques, bills and negotiable instruments and to withdraw moneys from such accounts.

30. To insure with any person or company against losses, damages, risks and liabilities

of any kind which may affect the Company ether wholly or partially, and if thought fit, to effect any such insurance by joining or becoming members of any mutual insurance, protection or indemnity association, federation or society, and to accept any such insurances, or any part thereof, for the account of the Company.

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31. To acquire by subscription, purchase or otherwise, and to accept and take, hold and

sell shares, or stock in any company, society or undertaking the objects of which shall either in whole or in part similar to those of this company or not.

32. To expend any of the moneys of the Company in exhibiting or otherwise advertising

or making known the business and products of the Company and to make any arrangements for the payment of commission or share of profits to or otherwise remunerating any person or company s advertising or making known.

33. To establish competitions in respect of contributions or information suitable for

insertion in any publication of the Company or otherwise for any of the purposes of the company and to offer or grant prizes, rewards and premiums of such character and on such terms as may seem expedient.

34. To accept stock or shares in or the debentures, mortgage debentures or other

securities of any other company in payment of part payment for any services rendered or for any sale made to or debt owing from such company.

35. To distribute in specie or otherwise as may be resolved any assets of the company among its members and particularly the shares, debentures or securities of any other company formed to take over the whole or any part of the assets or liabilities of this Company.

36. To employ, remove or suspend or enter into agreement with such technical experts,

officers, managers, secretaries, clerks and others as may be deemed expedient and to remunerate them in any manner desirable for services rendered or to be rendered to the Company.

37. To enter into and carry into effect any arrangements for joint working in business or

for sharing of profits or for amalgamation with any other company, or any partnership or person carrying on business within the objects of this company.

38. To provide for and furnish or secure to any members of customers of the Company,

or to any subscribers to or purchasers or possessors of any publication of the company, or of any coupons or tickets issued with any publications of the company, any chattels, conveniences, advantages, benefits or special privileges which may seem expedient and either gratuitously or otherwise.

39. To organize book-clubs, readers forums, and to adopt other means of making known

the publications, activities and property of the company as may seem expedient and in the particular by advertising in the press, over the radio and television, by circulars, by organizing book competitions, and authors’ competitions, by purchase and exhibition of works of art or interest and by registering and establishing and protecting trademarks, publications of books and periodicals and by granting prizes, reward and donations.

40. To take, purchase, subscribe for or acquire by exchange or otherwise and to hold or

deal in any shares whether fully or partly paid, stock, debentures, debentures stock, or other securities in or of any other company or which are issued by any authority whether Governmental, corporate, municipal, local or otherwise in India or elsewhere and to cause the same or any of them to be vested in or held by a nominee or nominees for and on behalf of the company and upon a distribution of assets of profits, to distribute any such shares, stock, debentures, debenture stock, or other securities amongst the members of the company in specie.

41. To executive any trust the undertaking of which may seem to the Company desirable

and either gratuitously or otherwise.

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42. To pay all or any costs, charges and expenses whatever preliminary, incidental or

relating to the promotion, formation, registration or establishment of this or any other company.

43. To insure buildings, plant, machinery, works, shops or any other property of the

Company and the lives of the directors, Managing Director, Manager and, any or all employees of the Company whether individually or in a group.

44. To enter in to contracts with writers, authors, printers, periodicals, dailies, news

agents, news suppliers for or in connection with the business necessary for this purpose.

45. To apply for, promote and obtain any Act of Legislature or other authority for

enabling the company carry any of its objects into effect, or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the company’s interests.

46. To do all or any of the above things in any part of the World an either as principals,

agents, contractors or otherwise and either alone or in conjunction with others and either by or though agents, subcontractors, trustees or otherwise and to do all such things as are incidental or conducive to the attainment of the above mentioned objects or any of them.

47. To design and develop new programming techniques, software packages, and to sell

or give them on lease or otherwise to any person, firms, companies, domestic and international, governments, corporations or local bodies

48. To provide business consulting and software services, to provide comprehensive software solutions for all types of industries including network management, data communication, telecommunication, wire less

49. To provide suits of focused services for building and running e-business, provide e-

consulting services 50. To develop, deliver e-learning products and services and provide computer based

training and education in all branches of computer science. 51. To buy, import, hire or rent out, sell, export computer hardware and components and

computer peripherals.

52. To act as business consultants, marketing research consultants, business approval agents, and intermediaries in the introduction of purchasers, partner seller and employees in respect of goods, equipments and services.

53. To undertake and transact all kinds of agency business in printing and packaging

which the company may legally undertake

54. To carry on the business of production, purchase, distribution, exhibition and exploitation of Motion picture films and television shows in all places and territories to acquire rights of distribution in motion picture films, lease, or otherwise exploit the said pictures in all places and territories and to do everything necessary and incidental thereto and for that purpose to enter in to contracts and agreements with owners of studios, producers, directors, music directors, lyric writers, story writers, dialogue writers, scenario writers, dance directors, artistes, musicians, technicians and others

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55. To establish and own or acquire by purchase, lease, or otherwise and conduct in suitable places in or outside India. Cinema studios, picture places, theatres, permanent or temporary and touring talkies for the production, distribution, exhibition and exploitation of movie and talkie films and television shows.

56. To develop, experiment and carry on any research for the improvement of motion

pictures, colour photography, sound reproduction, television and any other process tending to improve motion pictures or any other entertainment given in places where motion pictures are shown

57. To carry on the business as proprietors and publishers of newspapers, journals,

magazines, books, book-sellers of copyright pictures and other literary works and to ca5rry on the business or art journalists in all their branches

58. To carry on the business of advertising contractors, designers of advertisements in all

their branches.

59. To carry on all kinds of promotion business, and in particular to form, constitute, float lend money to assist and control any company, associations or undertakings whatsoever

60. To carry on the business of manufacturers, importers exporters and / or dealers in

printing paper of all kinds including newsprint, cardboards and paper boards of all kinds, kraft paper.

61. *** To buy, manufacture and sell, import and export all kinds of wooden and steel

articles, gift articles, decorative, and other consumables and all kinds of articles necessary for performing marriages.

62. *** To Provide al martial legal, beauty, sex and psychiatric counseling and consulting.

63. *** To provide, make or produce television serial, cinema, cultural shows and other related business or activities to promote matrimonial services and other incidental activities

***Clause 15, 16 & 17 is inserted vide Special Resolution dated 19.12.2005.

4. The Liability of the member is limited.

#5. The Authorized Share Capital of the Company is Rs. 20,10,00,000/- (Rupees Twenty Crores Ten Lakhs only) comprising of 3,60,00,000 (Three Crore Sixty Lakhs) equity shares of Rs.5/- (Rupees Five only) each and 42,00,000(Forty Two Lakhs) preference shares of Rs.5/- (Rupees Five only) each. The Company shall have power to increase or reduce its capital into different classes, consolidate and/or divide and/or sub-divide all or any of its share capital into shares of lesser or greater par/face value than its existing shares, and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions as may be determined by or in accordance with the Articles of Association of the Company or the applicable legislative provisions # Clause amended vide Resolution passed on 05th August 2015. The Authorised Share Capital of the Company is consolidated from the face value of Rs.3/- (Rupee Three only) each to Rs. 5/- (Rupees Five only) each

# Clause amended vide Resolution passed on 31st December 2014. # Clause amended vide Resolution passed on 23rd January 2012. The Authorised Share Capital of the Company is consolidated from the face value of Re.1/- (Rupee One only) each to Rs. 3/- (Rupees Three only) each

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6. We the several persons whose name and addresses hereunder are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively, agree to take the number of shares in the capital of the company set opposite to our respective names.

Sl.No Signature, Name, Address, Description and occupation of the Subscribers

No of Equity Shares taken by each of the subscribers

Signature, Name, Address, Description and occupation of the Witness,

1 2

Sd/- C.SHANKAR S/O. K. Chellan 39C/7, New No 273 Village Street Sathumanagar Chennai 600 119 Business

Sd/- D.Samundeeswari W/o K. Chellan 39C/7, New No 273 Village Street Sathumanagar Chennai 600 119 Business

5,000 (Five thousands only) 5,000 (Five thousands only)

Sd/- RAJESH KANNA S/o. G. Damodaran 37, I Floor, Muthu Street Chennai 600001 Chartered Accountant

Place : Chennai Date : 10/07/2001

(*Amended vide Special resolution passed through Postal Ballot on January 2,2018)

(*Amended vide Special Resolution passed at the Extra Ordinary General Meeting held onDecember 2,2014)

1.

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

(INCORPORATED UNDER THE COMPANIES ACT, 1956)

ARTICLES OF ASSOCIATION

OF


PART A

Subject as hereinafter provided, the Regulations contained inTable'F' in Schedule I to the Companies Act, 2013 (Act No.18 of2013) (hereinafter referred to as "Table F") shall apply to theCompany.

Table Fto apply

2. In these Articles- Definitionsand

Interpretation"Act" means the Companies Act, 2013, and the Companies Act,1956, to the extent in force, and shall further include any rules,regulations, circulars issued thereto from time to time or anystatutory modification(s) or re-enactment thereof for the timebeing in force and/or as may be re-enacted from time to time;

"Beneficial Owner" means a person or persons whose name isrecorded as such with a Depository and/or shall have the meaningassigned thereto in Section 2 of the Depositories Act;

"Board" shall mean board of directors of the Company;

"Committee" shall have the meaning set out in Article 53;

"Company" shall mean Matrimony.com Limited;

"Depositories Act" shall mean the Depositories Act, 1996 andincludes any statutory modification thereto from time to time.

"Depository" means a company formed and registered under therelevant applicable law and which has been granted a Certificateof Registration to act as a Depository under the Securities andExchange Board of India Act, 1992 and as defined in theDepositories Act;

"Director" shall mean a director of the Company;

For Matrirnony.Qom Limited

com~retary

"Foreign Register" shall have the meaning set out in Article 38;

"Member" means a duly registered holder from time to time of theshares of the Company and also one, whose name is entered asBeneficial Owner in the records of a Depository in the case ofshares held in Depository;

"Memorandum" shall mean the Memorandum of Association ofthe Company;

"Original Director" shall have the meaning set out in Article45(a);

"Register" means the Register of Members to be kept pursuantto the Act and, unless it is repugnant to the context or otherwise,the Register of Beneficial Owners in case of shares held inDepository;

"SESI" means the Securities and Exchange Board of India; and

"Table F" shall mean the Table- F' as set out in Schedule I in theAct.

3. The Company is public company limited by shares. Company

4. The authorized share capital of the Company shall be such Share Capitalamount and be divided into such shares as may from time to timebe provided in Clause V of the Memorandum with power toincrease or reduce the capital and divide the shares in capital ofthe Company for the time being into equity share capital andpreference share capital and to attach thereto respectively anypreferential, qualified or special rights, privileges or conditions asmay be determined in accordance with these present and modifyor abrogate any such rights, privileges or conditions in suchmanner as may be permitted for the time being by the Act.

5. The Company shall have the power to amend and alter the share Alteration ofcapital of the Company in accordance with the provisions of the Share CapitalAct (including any increase or decrease thereof).

6. The paid up capital of the Company shall be minimum of Rs. Minimum5,00,0001- (Rupees Five Lac only). Paid-Up

Capital

7. The Company shall have power to issue preference shares Preferencecarrying right to redemption out of profits which would otherwise Sharesbe available for dividend, or out of the proceeds of a fresh issueof shares made for the purpose of such redemption, or out ofsecurity premium account of the Company or liable to beredeemed at the option of the Company, and the Board may,

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subject to the provisions of the Act, exercise such power in suchmanner as it thinks fit and also classify and determine the termsand conditions of such preference shares, including withoutlimitation the coupon rate, premium on issue and redemption,conversion terms, accumulation of dividend.

8. If the Company shall have redeemed any redeemable preference Redemptionshares, all or any part of any capital redemption fund arising from of Preferencethe redemption of such shares, may by resolution of the Board be Sharesapplied only in paying up in full or in part any new securities thenremaining unissued to be issued to such Members of theCompany as the Board may resolve up to an amount equal to thenominal amount of the securities so issued.

9. The Company shall have the power to issue optionally Debenturesconvertible!convertible! non-convertible debentures subject to theprovisions of the Act and other applicable law. Any debentures,debenture-stock or other securities may be issued at a discount,premium or otherwise, if permissible under the Act, and may beissued on the condition that they shall be convertible into sharesof any denomination and with any privileges and conditions as toredemption, surrender, drawings, allotment of shares, attending(but not voting) at the general meeting, appointment of Directorsand otherwise. Debentures with the rights to conversion into orallotment of shares shall not be issued except with the sanction ofthe Company in general meeting and subject to the provisions ofthe Act.

10. Subject to the provisions of the Act, the Company may issue Sweat Equitysweat equity shares of a class of shares already issued.Subject to the provisions of the Act, the Company may, if sodeemed fit, issue such sweat equity shares at a discount.

11. Subject to the provisions of the Act, the Company in a general Alteration ofmeeting, may by ordinary resolution from time to time: Capital

(a) increase its authorised share capital by such amount as itthinks expedient;

(b) consolidate and divide all or any of its share capital intoshares of a larger amount than its existing shares, providedthat no consolidation and division which results in changesin the voting percentage of shareholders shall take effectunless it is approved in the manner specified in the Act;

(c) convert all or any of its fully paid-up shares into stock, andreconvert that stock into fully paid-up shares of anydenomination;

(d) sub-divide its shares, or any of them, into shares of smalleramount than is fixed by the Memorandum, so, however, that

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in the sub-division the proportion between the amount paidand the amount, if any, unpaid on each reduced share shallbe the same as it was in the case of the share from whichthe reduced share is derived; and

(e) cancel shares which, at the date of the passing of theresolution in that behalf, have not been taken or agreed tobe taken by any person, and diminish the amount of its sharecapital by the amount of the shares so cancelled.

12. Subject to the provisions of the Act:

(a) Where at any time, the Company proposes to increase itssubscribed capital by the issue of further shares, whetherout of unissued share capital or out of the increased sharecapital, such shares shall be offered:

(i) to persons who, at the date of the offer, are holders ofequity shares of the Company in proportion, as nearly ascircumstances admit, to the paid-up share capital onthose shares by sending a letter of offer subject to thefollowing conditions, namely:-

(A) the offer shall be made by notice specifying thenumber of shares offered and limiting a time notbeing less than fifteen days and not exceeding thirtydays from the date of the offer within which the offer,if not accepted, shall be deemed to have beendeclined;

(B) the offer aforesaid shall be deemed to include a rightexercisable by the person concerned to renouncethe shares offered to him or any of them in favour ofany other person; and the notice referred to in Article12(a)(i)(A) shall contain a statement of this right;

(C) after the expiry of the time specified in the noticeaforesaid, or on receipt of earlier intimation from theperson to whom such notice is given that he declinesto accept the shares offered, the Board may disposeof them in such manner which is not disadvantageous to the shareholders and theCompany;

(ii) to employees under a scheme of employees' stockoption, subject to special resolution passed by theCompany and subject to such conditions as may beprescribed under the Act; or

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Further issueof capital

(iii) to any persons whether or not those persons include thepersons referred to in Article 12(a)(i) or (ii) above, eitherfor cash or for a consideration other than cash, if theprice of such shares is determined by the valuationreport of a registered valuer subject to such conditionsas may be prescribed under the Act.

(b) Nothing in Article 12(a) shall apply to the increase of thesubscribed capital of the Company caused by the exerciseof an option as a term attached to the debentures issued orloan raised by the Company to convert such debentures orloans into shares in the Company; Provided that the termsof issue of such debentures or loan containing such anoption have been approved before the issue of suchdebentures or the raising of loan by a special resolutionpassed by the Company in a general meeting.

13. Subject to the provisions of the Act or any other applicable law for Bonus Issuethe time being in force, the Companymay issue bonus shares to of Sharesits Members (including by way of capitalisation of profits,reserves, etc. for the purpose of issuing fully-paid up shares) inany manner as the Boardmay deem fit.

14. Notwithstandinganything contained in Table F, but subject to the Commissionprovisions of the Act, the Company may, at any time, pay acommission to any person, in connection with subscription orprocurementof subscriptionto its securities (whether absolute orconditional), but so that the commission shall not exceed anyamount prescribed under the Act. Such commission may besatisfied by payment of cash or by allotment of fully or partly paidshares or debenturesor partly in one way and partly in the other.The Company may also pay on any issue of shares, debenturesor debenture stock such brokerage as may be lawful andreasonable.

15. Subject to the provisionsof the Act as applicable to the Company Shares Underand subject to the provisions of these Articles, the shares in the Control ofcapital of the Company shall be under the control of the Board Boardwho may issue, allot or otherwise dispose of the same or any ofthem to such persons in such proportionsand on such terms andconditions and with such right preferential or otherwise as todividends or as to repayment of capital or such other rights andeither at a premium or at par, or subject to compliance withSection 54 of the Act at a discount, and at such time as they fromtime to time think fit and with the sanction of the Company ingeneral meeting to give to any person the right or option of anyshares either at par or at premiumduring such time and for suchconsiderationas the Boardthink fit, and the Boardmayalso issueand allot shares in the capital of the Company in payment or partpayment of any property sold or transferred or for servicesrendered to the Company or the conduct of its business and any

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shares which may be so allotted may be issued as fully paid upand, if so issued, shall be deemed to be fully paid up shares.Provided that option or right to call of shares shall not be given toany person or persons without the sanction of the Company in thegeneral meeting.

16. Notwithstanding anything contained in these Articles, the Buy Back ofCompanymaypurchase its ownsharesor other securitiessubject Sharesto the provisionsof the Act and other applicableprovisionsof law.

17. The Company may issue equity shares with differential rights asto dividend,voting or otherwise in accordancewith the provisionsof the Act includingthe Companies (ShareandDebenture)Rules,2014.

Equity ShareswithDifferentialRights

18. Regulations6(i) and 6(ii) of Table F shall apply to the Company Variation ofas regardsvariations of rights of Members. rights of

Members

19. The Company shall have a first and paramount lien upon all the Lienshares/debentures (other than fully paid up shares/debentures)registered in the name of each Member (whether solely or jointlywith others) and upon the proceeds of sales thereof, for allmoneys (whether presentlypayableor not) called or payable at afixed time in respect of such shares/debenturesand no equitableinterest in any shares shall be created except upon the footingand condition that this Article will have full effect and such lienshall extendto all dividendsand bonusesor interestand premiumfrom time to time declared or payable in respect of suchshares/debentures.Unlessotherwiseagreed,the registrationof atransfer of shares/debentures shall operate as a waiver of theCompany's lien if anyon such shares/debentures.The Boardmayat any time declare any shares/debentureswholly or in part to beexempt from the provisions of this Article. Fully paid upshares/debenturesshall be free from lien.

20. Regulation 13 of Table F shall apply to this Company, provided Callsthat: Shares

on

(i) there shall be no restrictionon the amountthat can be calledby the Board;

No restrictionon amountthat can becalled

(ii) there shall be no restriction on the intervals between any No restrictiontwo or more call made by the Board; time intervals

between callsand under each of the above circumstances the remarnrngprovisionscontained in Table F shall apply accordingly.

21. If a sum called in respect of a share is not paid before or on the When interest

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24.

day appointed for payment thereof, the person from whom the on call orsum is due shall pay interest thereon from the day appointed for instalmentpayment thereof to the time of actual payment at 12% (twelve payablepercent) per annum or at such lower rate, if any, as the Board maydetermine.

22. On the trial or hearing of any action for the recovery of any moneydue for any call, it shall be sufficient to prove that the name of theMember sued is entered in the Register as the holder or one ofthe holders, of the shares in respect of which such debt accrued,that the resolution making the call is duly recorded in the minutebook and that notice of such call was duly given to the Membersued or the terms and conditions provided to the Member at thetime of issuance or allotment of shares in relation to any fixeddates and I or quantum of amount called, in pursuance of thesepresents and it shall not be necessary to prove the appointmentof the Directors who made such call nor that a quorum of Directorswas present at the meeting of the Board at which any call wasmade nor any other matters whatsoever and the proof of thematters aforesaid shall be conclusive evidence of the debt.

Evidence inaction for call

Partialpayment notto preclude forforfeiture

Members notentitled toprivileges ofmembershipuntil all callspaid

25. The Board may, if it thinks fit, subject to the provisions of Section Payment of50 of the Act, agree to and receive from any Member willing to calls inadvance the same, whole or any part of the moneys due upon advancethe shares held by him beyond the sums actually called for andupon the amount so paid or satisfied in advance, or so muchthereof, as from time to time exceeds the amount of the calls thenmade upon the shares in respect of which such advance has beenmade, the Company may pay interest at such rate, not exceeding,unless the Company in a general meeting shall otherwise direct,12% (twelve percent) per annum, as the Member paying suchsum in advance and the Board agree upon, provided that moneypaid in advance of calls shall not confer a right to participate inprofits or dividend. The Board may at any time repay the amount

23. Neither a judgement nor a decree in favour of the Company forcalls or other moneys due in respect of any shares nor the receiptby the Company of a portion of any money which shall from timeto time be due from any Member in respect of any shares eitherby way of principal or interest nor any indulgence granted by theCompany in respect of payment of any such money shall precludethe Company from thereafter proceeding to enforce a forfeiture ofsuch shares as herein provided.

In addition to provisions of Table F, no Member shall be entitledto receive any dividend or to exercise any privilege as a Member(including exercise any voting rights) until he shall have paid allcalls for the time being due and payable on every share held byhim, whether alone or jointly with any other person together withinterest and expenses, if any.

7

so advanced. The Members shall not be entitled to any votingrights or dividends in respect of the moneys so paid by them untilthe same would but for such payment, become presently payable.The provisions of these Articles shall mutatis mutandis apply tothe calls on debentures of the Company.

26. The Company may, if Board deems fit, elect to pay dividends inrespect of any partly-paid shares in proportion to the amount paidup on any such shares.

27. Any forfeiture of shares in accordance with the Act and Table Fshall deem to include forfeiture of all dividends declared in respectof the forfeited shares and not actually paid before the forfeiture.

Payment ofDividends onparty paidshares

Payment ofDividends onForfeitedShares

28. Any shares so forfeited shall be deemed to be the property of the ForfeitedCompany and the Board may sell, re-allot and otherwise dispose shares toof the same in such manner as it thinks fit. become

property of theCompany

29. The Board may, at any time, before any shares so forfeited shall Power tohave been sold, re-allotted or otherwise disposed of, annul the annulforfeiture thereof as a matter of grace and favour but not as of forfeitureright upon such terms and conditions as it may think fit.

30. Any Member whose shares shall have been forfeited shall, Arrears to benotwithstanding the forfeiture, be liable to pay and shall forthwith paidpay to the Company all calls, instalments, interest and expenses, notwithstandinowing upon or in respect of such shares at the time of the g forfeitureforfeiture, together with interest thereon, from the time of forfeitureuntil payment at the rate of 12% (twelve per cent) per annum andthe Board may enforce the payment of such moneys or any partthereof if they think fit, but shall not be under any obligation so todo.

31. The Company may forfeit the shares for any other reason orpurpose as may be agreed between the Company and suchperson who is concerned with the shares sought to be forfeitedeither under any agreement or pursuant to any condition ofallotment.

32. The forfeiture of a share shall involve the extinction of all interestin and also of all claims and demands against the Company inrespect of the share and all other rights incidental to the shareexcept only such of those rights as by these presents areexpressly saved.

33.

Power toForfeit forOtherReasons

Effect offorfeiture

Where any shares under the powers in that behalf herein Boardcontained are sold by the Board after forfeiture or for enforcing a Issue

maynew

8

lien and the certificate in respect thereof has not been delivered Certificatesup to the Company by the former holder of such shares, the Boardmay issue a new certificate of such shares distinguishing it in suchmanner as it may think fit from the certificate not so delivered.

34. Notwithstanding anything to the contrary contained in theseArticles, the Board may at any time decide to permit holding ofand dealings in any or all the shares or debentures or othersecurities of the Company (hereinafter referred to as "securities")in dematerialized form under the provisions of the DepositoriesAct and may offer the securities of the Company forsubscription/allotment in dematerialized form in the mannerprovided by the Depositories Act.

Authority todematerializethe securities

35. When any securities of the Company are held or dealt indematerialized form -

Option to holdsecurities incertificates orwithDepository

(a) Every person holding any securities of the Company throughallotment or otherwise shall have the option to receive andhold the same in the form of certificates or to hold the samewith a Depository.

(b) Every person holding securities of the Company with BeneficialDepository, being the Beneficial Owner thereof, may at any owner maytime opt out of the Depository in the manner provided under opt out of athe provisions of the Depositories Act and on exercise of such Depositoryoption and on fulfillment of the conditions and payment of feesprescribed under the said Depositories Act, the Company shallrematerialize the relevant securities and issue to the BeneficialOwner thereof the requisite certificates of such securities.

(c) All securities held with a Depository shall be dematerialised Securitieswithand the Depository shall hold the same for the Beneficial Depository toOwners thereof in a fungible form. Nothing contained in beSections 89 and 186 of the Act shall apply to a Depository in dematerialiserespect of the securities held by it on behalf of the Beneficial dOwners.

(d) Every person holding securities of the Company and whose Beneficialname is entered as a Beneficial Owner in the records of the Owner isDepository shall be deemed to be a Member of the Company. MemberThe Beneficial Owner of the securities shall be entitled to allthe rights and benefits and be subject to all the liabilities inrespect of the securities held by him in a Depository.

(e) In respect of shares or other securities of the Company held Applicability toin dematerialised form, the provisions relating to joint holder joint holdersshall mutatismutandis apply to the joint Beneficial Owners.

9

(f) A Depository shall be deemed to be the registered owner forthe purpose of effecting transfer of ownership of shares,debentures or other securities on behalf of BeneficialOwnersand shall not have any voting rights or any other rights inrespect of shares, debentures and other securities held by it.The BeneficialOwner as per the Registerof BeneficialOwnersmaintained by a Depository shall be entitled to all rightsincludingvoting rights and benefits in respect of the securitiesheld by himwith the Depository.

(g) The Company shall make available to the Depository, copies Intimation toof the relevant records in respect of securities held by such DepositoryDepositoryfor the BeneficialOwner thereof.

When a holder or an allottee of securities opts to hold thesame with Depository, the Company shall intimate suchDepository the details of such holdings or allotment ofsecurities and thereupon the Depository shall enter in itsrecord the names of the holders/allottees as the BeneficialOwners of such securities.

(h) The Register and Index of Beneficial Owners of securities Register andmaintained by a Depository under Section 11 of the Index ofDepositoriesAct shall be deemed to be and forming part of Beneficialthe Registerand Index of Membersor of holdersof securities Ownersof the Company.

(i) Transfers of securities held in a Depositorywill be governed Transfer ofby the provisionsof the DepositoriesAct. securities held

in aEvery Depository shall furnish to the Company information Depositoryaboutthe transfer of securities,the nameof BeneficialOwnersat such intervals and in such manner as may be specifiedunder the provisionsof the DepositoriesAct.

Section 56 of the Act shall not apply to transfer of securitieseffected by the transferorand the transferee bothof whom areentered as BeneficialOwners in the recordsof a Depository.

U) Notwithstandinganythingcontrarycontained in theseArticles,when securities are held in Depository, the records of thebeneficial ownership may be served by such Depositoriesonthe Companyby means of electronicmode or by deliveries offloppies or discs.

Service ofDocuments

(k) Notwithstandinganythingcontrarycontained in theseArticles,where securities are dealt with by a Depository,the Companyshall intimatethe details thereof to the Depositoryimmediatelyon allotment of such securities.

Allotment ofSecuritiesdealt with in aDepository

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(I) Nothing contained in the Act or these Articles regarding thenecessity of having distinctive numbers for securities issuedby the Company, shall apply to securities held with aDepository.

Distinctivenumbers ofSecuritiesheld in aDepository

36. (a) Every Member shall be entitled, without payment to one or Issue of Sharemore certificates in marketable lots, for all the shares of each Certificatesclass or denomination registered in his name, or if the Board (where sharesso approves (upon paying such fee as the Board so are not indetermines) to several certificates, each for one or more of dematerialisesuch shares and the Company shall complete and have d form)readyfor deliverysuch certificateswithin two monthsfrom thedate of allotment, unless the conditions of issue thereofotherwise provide, or within one month of the receipt ofapplication of registration of transfer, transmission, sub-division, consolidationor renewal of any of its shares as thecase may be. Every certificate of shares shall be under thecommon seal of the Company and shall specify the numberand distinctive numbers of shares in respect of which it isissuedand amount paid-upthereon and shall be in such formas the Directorsmay prescribeand approve, providedthat inrespect of a share or shares held jointly by several persons,the Company shall not be bound to issue more than onecertificate; and delivery of a certificate of shares to one orseveral joint-holders shall be a sufficient delivery to all suchholders.

(b) If any certificate be worn out, defaced, mutilated or torn or ifthere be no further space on the back thereof forendorsement of transfer or in case of sub-division orconsolidationof shares, then upon productionand surrenderof the relevant share certificates to the Company, newcertificatesmaybe issued in lieu thereof, and if any certificateis lost or destroyedthen upon proof thereof to the satisfactionof the Company and on execution of such indemnity as theCompanydeems adequate, being given, a new certificate inlieu thereof shall be given to the party entitled to such lost ordestroyed certificate. Every certificate under this Article shallbe issuedwithout paymentof fees if the Boardso decides, oron paymentof such fees (not exceedingRs.SO(RupeesFifty)for each certificate) as the Board shall prescribe. Providedthat no fee shall be charged for issue of new certificates inreplacement of those which are old, defaced or worn out orwhere there is no further space on the back thereof forendorsement of transfer or in case of sub-division orconsolidation of shares. Notwithstanding the foregoingprovisions of this Article 36(b), the Board shall comply withapplicable law including the rules or regulations orrequirements of any stock exchange, the rules made underthe Act and the rules made under the Securities Contracts

11

(Regulation) Act, 1956, or any statutory modification or reenactment thereof, for the time being in force. The provisionsof this Article 36(b) shall mutatis mutandis apply todebentures of the Company.

37. Notwithstandinganythingstated in theseArticles, a holderor joint Nominationholders of shares/debenturesmay nominate, in accordancewiththe provisions of Section 72 of the Act and in the mannerprescribed thereunder, a person to whom all the rights in theShares or Debenturesof the Company shall vest in the event ofdeath of such holder/s. Any nomination so made shall be dealtwith by the Company in accordance with the provisions ofSections 56 and 72 of the Act.

38. The Company may if so required maintain a part of its Register, Foreignregisterof debentureholdersand/ or registerof anyother security Registerholders outside India (such part of the relevant register shall becalled the "Foreign Register") and such Foreign Register shallcontain the names and particulars of the Members, debentureholders other security holders or BeneficialOwners (as the casemay be) residing outside India.

39. Subject to the provisionsof Sections 58 and 59 of the Act, Article Transfer of35 hereof and other applicable provisions of the Act or any other shareslaw for the time being in force,the Board may refuse whether inpursuanceof any power of the Company under these Articles orotherwise to register the transfer of, or the transmissions byoperationof law of the right to, any shares or interestof a Memberin or debenturesof the Company.The Companyshallwithin thirtydays from the date of which the instrument of transfer, or theintimation of such transmission, as the case may be, wasdelivered to the Company, send notice of the refusal to thetransferee and the transferor or to the person giving intimationofsuch transmissions, as the case may be, giving reason for suchrefusal. Provided that the registration of a transfer shall not berefusedonthe groundof the transferor beingeither aloneor jointlywith anyother personor personsindebtedto the Companyon anyaccount whatsoever except where the Company has a lien onshares. Further provided that a commonform of transfer shall beused, the instrument of transfer shall be in writing and all theprovisionsof the Act for the time beingshall be duly compliedwithin respect of all transfers of shares and registration thereof. Thesecurities held by any Member in the Company shall be freelytransferable; provided that any contract or arrangementbetweentwo or more persons in respect of transfer of securities shall beenforceable as a contract.

40. Subject to the provisions of the Act, the Company may accept To acceptfrom any Member, on such terms and conditions as shall be surrender ofagreed, a surrender of his shares or any part thereof. shares

12

41. No fee shall be charged for registration of transfer, transmission, No fee forprobate, succession certificate, letters of administration, registration forcertificate of death or marriage, power of attorney or similar other transfer etc.instrument.

42. Subject to the provisrons of the Act, the Company may, if it Postal Ballotdecides or where the Company is required under the Act, adoptthe mode of postal ballot for obtaining the approval of theMembers in accordancewith the provisionsof the applicable law.

43. The numberof Directorsshall not be less than three and shall not Maximum andbe more than fifteen, excluding nominee Directors appointed by Minimumany Financial Institutions or any other Institutions or Banks. number ofProvided, that the Company may appoint a director in excess of Directorsthe limit providedabove by passing a special resolution.

44. The first Directorsof the Company shall be :- Directors

C.Shankar

C.Samundeswari

45. (a) The Board may appoint an alternate Director to act for a AlternateDirector (hereinaftercalled the "Original Director") during his Directorabsencefor a periodof not less than three months,from India.

(b) An alternateDirectorappointedunderArticle45(a) aboveshallvacate office if andwhen the Original Director returns to India.

(c) If the terms of office of the Original Director is determinedbefore he returns to India, any provisions for the automativereappointment of retiring Directors in default of anotherappointment, shall apply to the Original and not the AlternateDirector.

46. A Director shall not be required to hold any qualification shares. QualificationShares

47. The fee payable to Directors (other than managingor whole-time Fees forDirector, if any) for attending each meeting of the Board or Attendingcommittee thereof shall be such sum as may be determined by Meetingthe Boardbut not exceedingthe sumas may be prescribedby theAct or the Central Government from time to time. The Directorsshall also be entitled to be paid, as the Board may from time totime determine, the reasonable traveling, hotel and otherexpenses incurred for attending the meetings of the Board orCommittee thereof.

48. Subject to the provisions of the Act (including any ceiling orrestriction contained therein), if any Director, being willing, shallbe called upon to perform extra services, or to make any special

13

exertions in going out of his usual place of residence or otherwisefor the purposes of the Company, the Company may remuneratesuch Director by a fixed sum or by a percentage of profits orotherwise as may be determined by the Board.

49. At the first annual general meeting of the Company all the AppointmentDirectors save and except the Directors who are not liable to retire &Retirementby rotation shall retire from office and at the annual generalmeeting in every subsequent year, one-third of such Directors forthe time being as are liable to retire by rotation, or if their numberis not three or a multiple of three, then the number nearest to theone-third, shall retire from office.

The Directors to retire in every year shall be those who have beenlongest in the office since their last appointment, but as betweenpersons who become Directors on the same day, those who areto retire shall (unless they otherwise agree among themselves) bedetermined by lot.

A retiring Director shall be eligible for re-appointment.

The Company at the meeting at which a Director retires in manneraforesaid, may fill the vacated office by appointing a personthereto, and in default the retiring Director shall, if offering himselffor re-appointment, be deemed to have been re-appointed, unlessat such meeting, it is expressly resolved not to fill such vacatedoffice or unless a resolution for the re-appointment of suchDirector shall have been put to the meeting and lost.

50. In addition to the circumstances enumerated in the Act, as Vacation ofapplicable to this Company, the office of a Director shall be the office of avacated if he resigns by notice in writing to the Company. Director

51. (a) Subject to the provisions of the Act, the Board may, from time Power toto time, appoint one or more Directors to be managing appointDirector/ executive Director or managing Directors/ executive ManagingDirectors of the Company and may, from time to time (subject Director/to the provisions of any contract between him or them and Executivethe Company), remove or dismiss him or them from office, Directorappoint another or others in his place or their places. Withoutprejudice to the foregoing, any person appointed as achairperson of the Company may also be appointed as themanaging Director or Chief Executive Officer of the Companyat the same time as his appointment as the chairperson ofthe Company.

(b) Subject to the provisions of the Act, a managing Director/ To whatexecutive Director shall, while he continues to hold that office, provisionsbe subject to retirement by rotation and subject to the Managingprovisions of any contract between him and the Company, he Director shallshall be subject to the same provisions as to resignation and be subjected

14

removal as the other Directors and if he ceases to hold theoffice of a Director, he shall, ipso facto and immediatelycease to be a Managing Director for any cause.

(c) Subject to the provisions of the Act, a Director (including anymanaging Director/ executive Director) shall receive suchremunerations as may, from time to time be sanctioned bythe Company.

(d) Subject to the provrsions of the Act, in particular to theprohibitions and restrictions contained in Sections 179 and180 of the Act, the Board may, from time to time, entrust toand confer upon a managing Director/ executive Director forthe time being such of the powers exercisable under thesepresents by the Board as it may think fit and may confer suchpowers for such time and be exercised for such objects andpurposes and upon such terms and conditions and with suchrestrictions as it thinks fit and the Board may confer suchpowers, either collaterally, with, or to the exclusion of and insubstitution for any of the powers of the Board in that behalfand may, from time to time, revoke, withdraw, alter or vary allor any of such powers.

(e) Subject to Sections 196 and 197 of the Act, any individualperson may be appointed as manager of the Company by theBoard on such terms, at such remuneration and upon suchconditions as it may think fit and any manager appointed maybe removed or dismissed and any other person may beappointed in his place by the Board.

(f) A Director may be appointed as manager subject toprovisions of Sections 166, 188, 196 and 197 of the Act.

Remunerationof ManagingDirector/ExecutiveDirector

Power toManagingDirector/Executive Director

Manager

ofThe management of the business of the Company shall be vested Powerin the Board and the Board shall haveall the powers and be Boardentitled to take all such acts and do all such things as has beenprescribed under the Act, or as the Company is by itsMemorandum of Association, these Articles or otherwiseauthorised to do and are not hereby or by any statute directed orrequired to be exercised or done by the Company in a generalmeeting, but such exercise of the power shall be neverthelesssubject to the provisions of the Act and of the Memorandum ofAssociation, these Articles and to any regulations not beinginconsistent with the Memorandum of Association and theseArticles from time to time made by the Company in generalmeeting, provided that no such regulation shall invalidate anyprior act of the Directors which would have been valid if suchregulation had not been made.

52.

53. The Board may, subject to compliance with the provisions of the To

15

appoint

Act from time to time, delegate any of its powers to committees Committeeconsisting of such Member or Members of their body and ! or and toofficials!employeesof theCompany! its holdingand! or subsidiary delegateCompany (ies) as it thinks fit and may from time to time revoke power andsuch delegation ("Committee"). Any Committee so formed shall revoke itin the exercise of the powers so delegated conform to anyregulations that may, from time to time, be imposed on it by theBoard. The meeting and proceedingsof any such Committee(s),if consisting of two or more Member(s) ! official (s)! employee(s)of the Company!its holdingand! or subsidiarycompaniesshall begoverned by the provisions herein contained for regulating themeetings and proceedings of the Board so far as the same areapplicable thereto and are not superseded by any regulationmade by the Board under this Article or as provided under theapplicable law (includingthe provisionsof the Act).

54. Subject to the restrictions, if any, imposed by the Act, no Director Contracts withor other officer or employeeof the Company shall be disqualified Directors,by his office from contractingwith the Companyeither as vendor, officers, &purchaser,broker,agentor otherwise,nor shall any such contract employeesor any contract or arrangemententered into by or on behalf of theCompany in which any Director or any officer or employee of theCompany is interested in any manner, be avoided nor shall theDirector or officer or employeeof the Companyso contracting orso being interested be liable to account to the Company for anybenefitsarisingfrom anysuch contractor arrangement,by reasononly of such Director or officer or employee holding that office orbeing interested or the fiduciary relation thereby established;providedthat the natureof interestor concernof each is disclosedin accordancewith the provisions of the Act as applicable to theCompany.

55. The Board shall provide a Common Seal for the purpose of the The SealCompany and shall have power from time to time to destroy thesame andsubstitutea newSeal in lieu thereof and the Boardshallprovide for the safe custodyof the Seal for the time being and theSeal shall never be used except by or under the authority of theBoard or a Committee of Directors previously given and everydeed or other instrument to which the Seal of the Company isrequired to be affixed, shall be affixed in the presence of atleastone Director or the Chief Operating Officer! Chief ExecutiveOfficer! Headof all Departments!or the Manageror the Secretaryor such other person as the Board! Committee of the Board mayappoint for the purpose,who shall sign every instrument to whichthe Seal is so affixed in his presencefor the said purposeprovidedthat the Certificateof Sharesor Debenturesshall be sealed in themanner and in conformitywith the provisionsof the Act.

56. The Company shall comply with the provisions of the Act in Unpaid orrespect of any dividend remaining unpaid or unclaimedwith the UnclaimedCompany.Wherethe Companyhas declareda dividendbutwhich Dividend etc.

16

has not been paid or claimed within thirty (30) days from the dateof declaration, the Company shall, within seven days from thedate of expiry of the thirty (30) day period, transfer the totalamount of dividend which remains so unpaid or unclaimed, to aspecial account to be opened by the Company in that behalf inany scheduled bank, to be called "Unpaid Dividend ofMatrimony.com Limted". Any money transferred to the unpaiddividend account of the Company which remains unpaid orunclaimed for a period of seven years from the date of suchtransfer, shall be transferred by the Company to the InvestorEducation and Protection Fund established under the Act. Nounclaimed or unpaid dividend shall be forfeited by the Board untilthe claim becomes barred by law.

The Company shall comply with the provisions of the Act inrespect of any money remaining unpaidwith the Company in thenature of:

(i) application moneys received by the Company forallotment of any securities and due for refund hasremainedunclaimedfor a period of seven years;

(ii) deposits received by the Companyand due for repaymenthas remained unclaimedfor a period of seven years;

(iii) debentures issued by the Company and matured forredemptionhas remainedunclaimedfor a periodof sevenyears;

(iv) the interest, if any, accrued on the amount referred atitems (i), (ii) and (iii) respectively;

(v) sale proceeds of fractional shares arising out of issuanceof bonus shares, merger and amalgamation for sevenyears or more;

(vi) redemptionamount of preferenceshares remaining unpaidor unclaimedfor seven or more years; and

(vii) such other amount that may be prescribedunder the Act.

57. The Board may from time to time at its discretion raise or borrow Borrowingor secure the payment of or may itself lend any sum or sums of Powersmoney for the purposes of the Company. The Board may raisemoneyand secure the repaymentof such money in such mannerand on such terms and conditions in all respects, as it thinks fitand proper and in particular by the issue of debenture and bondsof the Company or by the creation of debenture stock, subject tothe limitations and restrictions in the Act or by making, drawing,accepting or endorsing on behalf of the Company, promissorynote or bills of exchange, or giving or issuing any other securities

17

of the Company or mortgage or charge of all or any part of theproperty of the Company, both present and future, including itsuncalled capital for the time being and the Board may on behalfof the Company guarantee all or any part of any loan or debt,incurred by the Company with power for them to secure theguarantors against liability in respect of such loans by means ofmortgage or change of the Company's property moveable orimmoveable or otherwise.

58. Notwithstanding anything contained in Table F, but subject to the Capitalisationprovisions of the Act, at any general meeting of the Members ofthe Company, the Company may resolve that any amountstanding to the credit of the Securities PremiumAccount or theCapital RedemptionReserveAccount or Profit& LossAccount orany monies, investments or other assets forming part of theundivided profits (includingprofits or surplusmoneysarising fromthe realizationandwhere permittedby law, from the appreciationin value of any capital assets of the Company) standing to thecredit of the General Reserve, Reserve or any Reserve Fund orany other fund of the Company or in the hands of the Companyand otherwise available and set free for distribution amongst theMembers who would have been entitled thereto in suchproportionsas may be permittedunder the Act:

(i) by the issue and distribution as fully paid shares,debentures, debenture stock, bonds of obligations of theCompany;or

(ii) by crediting the shares of the Company which may havebeen issuedand or not fully paid-upwith the whole or anypart of the sum remainingunpaid thereon.

59. Subject to the Act, any amounts standing to the credit of theSecurities PremiumAccount may be applied in:

(a) paying up unissued shares of the Company to be issued toMembersof the Companyas fully paid bonus shares;

(b) in writing off the preliminaryexpensesof the Company;

(c) in writing off the expenses of or the commission paid ordiscount allowed on any issue of shares or debentures orthe Company;or

(d) in providing for the premium payable on the redemption ofany redeemablepreferenceshares or of any debentures ofthe Company.

(e) for the purchaseof its own shares or other securities underSection 68 of the Act.

18

Provided further that subject to provisions of the Act, any amountstanding to the credit of the Capital Redemption Reserve Accountmay be applied in paying up unissued shares of the Company tobe issued to the Members of the Company as fully paid bonusshares.

60. Such issue and distribution under Article 58(i) and such paymentto the credit of unpaid share capital under Article 58(ii) above shallbe made thereto on the floating that such Members becomeentitled thereto as capital.

61. The Board shall give effect to the resolution passed by theCompany and shall:

(a) Make all appropriations and application of the undividedprofits resolved to be capitalized thereby, and all allotmentsand issues of fully paid shares, if any; and

(b) Generally to do all acts and things required to give effectthereto.

62. For the purpose of giving effect to any such resolution the Boardmay settle any difficulties which may arise in regard to thedistribution or payments as aforesaid as they think expedient andin particular they may issue fractional certificates or coupons ormake payment in cash and fix the value for distribution of anyspecific assets and may determine that such payments be madeto any Members on the footing of the value so fixed and may vestany such cash, shares, fractional certificates or coupons,debentures, debenture stock, bonds or other obligations intrustees upon such trust for the persons entitled thereto as mayseem expedient to the Board and generally may make sucharrangements for the acceptance, allotment and sale of suchshares, debentures, debenture stock, bonds or other obligationsand fractional certificates or coupons or payment in cash orotherwise as they may think fit.

63. No officer or employee of the Company shall be liable for an act Wrongfulof wrongfullywithholding any propertyof the Companyso long as withholding ofsuch withholding is either under any direction given by the Board Propertyor has been held in furtherance of any for the benefit of theCompany.

64. The Companyshall be entitled to put such reasonablerestrictions Inspection ofin relationto inspectionof (i) minute-bookscontainingthe minutes certainof any general meetingor resolutionpassed by postal ballot or (ii) registersregister containingdetails of such investmentsthat are not held inthe name of the Company, as may be determined at a generalmeeting of the Company.

65. The Chairmanshall not havea secondor castingvote in the event No Casting

19

of an equality of votes at Board meetings or general meetings of Votethe Company.

66. The Company shall be permitted to entrench such provisions as Entrenchmentmay be deemed fit by the Company from time to time and at anytime. The provisionsentrenched in the Articles shall be amendedonly in the manner provided in the Articles (which itself shall bedeemed to be entrenched in the same manner) at the time ofentrenchingany provision.

20

SI. Signature, Name, Address, Signature, Name, AddressNo. occupation and description of the occupation and description the

Subscribers Witness.

1. C.SHANKAR

S/o. K. Chellan

39C/7, (New No.273)

Village Street,

Sathumanagar,

Chennai - 600 019.

BUSINESS

2. C.SAMUNDEESWARI,

W/o. K. Chelan,D. Rajeshkanna

39C/7, (New No. 273) Chartered AccountantS/o. G. DHAMODHARAN

Village Street, 37, I Floor, Muthu Street,Chennai - 1

Sathumanagar,

Chennai 600 019.

BUSINESS

Place: Chennai

Date: 10107/2001

For Matrimony.Com Limited

co~~tarY

21