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THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

Reliance Broadcast Network Limited1

I. The name of the Company is Reliance Broadcast Network Lim

II. The Registered Office of the Company will be situated in the StMaharashtra i.e within the jurisdiction of Registrar of Companie

Mumbai.

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

A. MAIN OBJECTS OF THE COMPANY TO BE

THE COMPANY ON ITS INCORPORATION

*1 To own, establish, manage and operate Radio Bro

subject to necessary governmental approvals, allotm

license(s) on FM / MW / SW / AM, if any, anywhere

India, including but not limited to digital broadcas

satellite broadcast and broadcast by any medium now k

be developed in the future and to produce talk shows

capsules, serials, program software, advertisements ebuy, sell and/or trade in content, programmes, softwarby the Company or outsourced; to hire equipmen

transponders to broadcast programmes subject to ne

and to own, establish, run and operate a recording stu

studio, dubbing studio, editing unit and theatre.

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B. OBJECTS INCIDENTAL OR ANCILLAR

ATTAINENT OF THE MAIN OBJECT.

3 To establish, maintain, conduct, provide, procure oservices of every kind globally including comm

financial, accountancy, medical, legal, managem

engineering, data processing, communication and othe

social services.

4 To enter into any arrangement with the Government of

State Government or with other authorities / commiss

or public sector or private sector undertakings, FinaBanks, International Funding Agencies and obtai

subsidies, loans, advances or other money, grants,

sanctions, privileges, licenses or concessions wha

statutory or otherwise) which the Company may thiobtain for carrying its activities in furthering theCompany or its members.

5 To buy building or buildings comprising of flats, sh

etc., for allotment to the members of the company fouse and to sell, improve, manage, develop, exch

mortgage, enfranchise, abandon, dispose of turn to acc

deal with all or any part of the property and right of the

6 To build, construct, acquire, erect, install, own, pu

exchange, operate, maintain, develop, promote,

administer, provide communication infrastructure

purpose of business of the Company

7 To establish, provide, encourage, maintain, conduct,

development activities including multimensional acother tests, studies, thesis, investigations, inventions a

or information technology which is likely to assist an

company and for industrial use in general.

8 T h t k l th i i ll

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10 To discount bills, advance money on the security of gunder the control of the company, to receive goods for

other such acts that may be usual or necessary in orsame in connection with the business of the Company.

11 To enter into any arrangements with any Governm

supreme, municipal, local or otherwise, or any personmay seem conducive to the Company's Objects or any

from any such Government, authorities, person or co

privileges, charters, contracts, licenses and conces

Company may think it desirable to obtain, and to carrycomply with any such arrangements, rights, pri

contracts, licenses and concessions.

12 To take part in the management, supervision and contror operations of any company or undertaking having sfor that purpose to appoint and remunerate any d

accountants or other experts.

13 To pay all preliminary expenses of any company Company or any Company in which this company is or

being interested including in such preliminary expense

the cost and expenses of owners of business or properCompany.

14 To procure the Company to be registered or recognis

country or place and to procure incorporation, reg

recognition of the Company in any country, state or pand to establish and maintain local registers of any

business in any part of the world.

15 To enter into negotiations with and enter into a

contracts and conclude the same with foreign and/or

other persons for obtaining by grant, license and/o

formulate and other rights and benefits, and to obt

i i i f ti i t d i k

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18 To amalgamate or enter into any arrangement for shaentering into partnership, union of interest, co-ope

concession, lease, license or otherwise with any perstransaction which the Company is authorised to carry o

sharing or funding of profits in a cooperative or joint

compliance of existing law in force.

19 To provide generally for the administration and m

buildings or any other property in which the company

have an interest of whatever nature, or which may be

in such manner as may be deemed expedient or proper.

20 To buy or to take on lease plot or plots of land and

office, houses, bungalows, cottages, factories, wareho

barns, farms, stables, areas, work and conveniences offor allotment to the members of the Company for their

21 To secure, promote, organise, manage or enter i

agreement, collaboration, agreement in all its branche

firm, company, corporation, authority, body or other abroad for any purpose whatsoever.

22 To Invest surplus funds of the Company in all kinds ofstocks, debentures, debenture-stocks, bonds, real esta

industrial enterprises.

23 Subject to the provisions of the Companies Act, 1956,

with or with out interest or secure the payment of mopurposes of the Company and at such time and from ti

such manner as may be thought fit and in particula

debenture, or debenture-stocks convertible into shacompany or perpetual annuities and as security for an

borrowed, raised or received for any such debentures o

so issued to mortgage, pledge or change the whole o

property, assets or revenue and profit of the Company

i l di it ll d it l b i l i t

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companies, associations or undertaking whatsoever.

25 To establish, provide, maintain, improve, work or aid

otherwise, subsidies, assist research and developmedesign institute, pilot plants and experiments, and un

on all scientific and technical, experiments and tests o

promote studies and research both scientific and techn

and inventions by providing subsidising endowlaboratories, workshops, libraries, lectures, meetings

and by providing the remuneration of scientific or te

or teachers and by providing for the award or exhibit

prizes and grants to students of independent studies oencourage, promote and reward studies, researche

experiments, tests and inventions of any kind of th

Company is authorised to carry on.

26 To establish, promote or concur in establishing ocompany or companies for the purposes of acquiring

Properties, rights and liabilities of the company and

guarantee the placing of, subscribe for or otherwise

part of the shares.

27 To pay for any properties, rights or privileges acquired

either in shares of the Company or partly in shares andotherwise

28 To insure with any other company or person against

risks and liabilities of all kinds which may affect the

insure the whole or any part of the property of the comor partially to protect and indemnify the company fro

in any respect either fully or partially and also to ins

and indemnify and part of portions thereof either on motherwise.

29 To form, promote, subsidies and assist companies, an

all kinds in any manner as may be thought fit in conn

th bj t f th C

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charter, privilege, concession, licenses or authorisatio

state or Municipality provisional order or license of thor other authority for enabling the company to carry

into effect or for extending any of the powers of the coother purpose which may seem calculated, directly

prejudice the interests of the company and to apply

otherwise acquire any patents, brevets, dinven

concessions and the like conferring an exclusive onlimited right to use any secret or other information a

which may seem capable of being used for any of th

Company or the acquisitions of which may seem calcu

directly to benefit the Company and to use, exercislicenses in respect of otherwise turn to account the pr

information so acquired.

32 To sell, mortgage or otherwise to deal with or disposassets or undertaking of the Company or any partmanner and upon such terms and conditions in all

consideration as the Company may think fit and

securities, shares, stocks, debentures and other secur

company whether or not having objects altogether orthose of the Company.

33 To enter into partnership or into any arrangements for amalgamation, merger, demerger, arrangement, recons

interest, reciprocal concession or co-operation w

partnership, entity, body or company and to prom

promoting constituting, forming and organising

partnerships of all kinds for the purpose of acquiringany property and liabilities of the Company or of adv

indirectly the objects thereof for any other purpose wh

may think expedient. And also to pay for any proprivileges acquired by this Company either in shares o

partly in shares and partly in cash or otherwise and

stock of this Company in exchange for shares of st

company.

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purchase or otherwise acquire either by payment in ca

of shares, or other securities of the Company or in suc

the Company may agree or partly in one mode and pa

others.

36 To draw, make, accept, endorse, discount, execute,

assign and otherwise deal with cheques, drafts, b

promissory notes, hundies, debentures, notes, bondsrailway receipts, warrants and all other negotiabl

instruments.

37 To open account or accounts with any firm or with any

bankers or shroffs and to pay into and to withdraw

accounts.

38 To apply for tender, purchase or otherwise acquire acontracts, licenses and concessions for or in relation

business herein mentioned or any of them, and to u

carry out, dispose of or otherwise turn to account the sa

39 To employ experts to investigate and examine int

prospects, value, charter and circumstances of any busi

undertakings and of any assets, property or rights.

40 To carry on business or branch of a business which

authorised to carry on by means or through the agency

company or companies and to enter into any arrang

subsidiary company for taking the profits and bearing

business branch so carried on, or for financing any

company or guaranteeing its liabilities, or to

arrangement which may seem desirable with referenc

or branch so carried on including power at any temporarily or permanently to close any such branch or

41 To make and/or receive donations, gifts or income

persons, institutions or Trusts and in such cases and w

th t b th ht t b fit th C

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societies and to grant pensions, allowances, gratuities a

by way of annual payments or by way of lump spayments towards insurance and to form and contribut

benefit funds, to or such persons.

43 To form, subscribe or contribute to or otherwise to as

guarantee money to public, charitable, benevolent, re

national or other institutions, funds, objects or purposeinstitutions, funds, objects or purposes which in the op

of Directors are likely to promote the interests or th

Company and/or to further its objects and/or to any

funds, objects or purposes whatsoever directly relatingthe Company.

44 To create any depreciation fund, reserve fund, sinkin

fund, educational fund or any other special fund or resdepreciation or for repairing, improving, extending oof the properties of the Company or for redemption

redeemable preference shares or for any other purpose

interest of the Company.

45 In the event of winding up to distribute any of th

Company amongst the members in specie or kin

provisions of the Companies Act, 1956.

46 To place, to reserve or to distribute as bonus shares am

or otherwise to apply as the Company may from time

any money received by way of premium on shares or

at a premium by the Company and any money receforfeited shares and moneys arising from the sale by

forfeited shares, subject to Section 78 of the Companie

47 To accumulate capital from the profits of the Compa

purposes of the Company and to use and appropriate t

the Company's assets either conditionally or uncondit

purposes.

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fully or partly paid shares to any person, firm or comrendered in introducing any property or business to thplacing, assisting to place shares, debentures, debent

securities of the Company or in or about the formationor the acquisition of property by the Company or t

business or for any other reason which the Company m

49 To provide for the welfare of Directors or employees o

its predecessors in business and the wives, widows a

dependents or connections of such persons by building

the building or houses or dwellings or quarters or by

pensions, gratuities, allowances, bonuses, profit shbenefits or any other payments or by creating and f

subscribing or contributing towards places or instru

hospitals and dispensaries, medical and other attendan

as the Company shall think fit.

50 To establish and maintain or procure the establishmen

of any contributory or non-contributory pension or sup

for the benefit of, and give or procure the giving of do

pensions, allowances, or emoluments to any persons wany time in the employment or service of the Com

company which is subsidiary of the company or

associated with the Company or with any such subsiwho are or were at any time Directors or officers of th

any such other company as aforesaid and the wives,

and dependents of any such persons, and also to estab

and subscribe to any institutions, associations, clubs o

to be for the benefit of or to advance the interests andcompany or of any such other company as aforesaid an

to or towards the insurance of any such person as afo

matters aforesaid either alone or in conjunction witcompany as aforesaid.

51 To subscribe, for, take or otherwise acquire and ho

debentures or other securities of any other compan

lt th i t i il t th f th C

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to the company desirable and either gratuitously or othany movable or immovable property, rights or interebelonging to the Company in any person or comp

without any declared trust in favour of the Companprovisions of the Act.

53 In relation with the business of the Company to guara

of money secured or unsecured by or payable unde

promissory notes, bonds, debentures, debenture-

mortgages, charges, obligations, instrument and s

company or any authority, supreme, municipal, local

any person howsoever, whether incorporated or not generally to guarantee or become sureties for the pe

contracts or obligations.

54 To advance, deposit or lend money, securities and procredit to such persons or companies, bodies corassociations and on such terms as may seem expedien

to customers and others having dealings with the

guarantee the performance of any contract or obligatio

of money of or any such person or companies bodies cassociations and generally to give guarantee and indem

55 To deal in stone, sand, lime, brick, timber and hardother building requisites, tile and tera-cotta makers, job

56 To aid, pecuniarilly or otherwise, any association, b

having for an object, the solution, settlement, or la

troubles or the promotion of industry or trade.

57 To undertake and execute any contracts for work invol

use of any machinery and to carry out any ancillarcomprised in such contracts.

58 To borrow or raise money other than public deposits or

from persons, bodies corporate, financial institutions

th l d d i it f h b

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59 To establish agencies in India and abroad for sale regulate and discontinue the same and to act as acontractors, brokers, trustees or otherwise and

perform sub-contracts and also to act in any of thcompany through or by means of agents, principals, co

trustees, sub-contractors or others either alone or in

others.

C. OTHER OBJECTS

60 To carry on the business of financing and advancin

long-term loans and credits to individuals , companiesindividuals by whatever name called and either on

lands, buildings or part thereof, machinery, plants,

shares, debentures, government securities, stock

insurance policies and unit stock-in-trade or on guwithout securities.

61 To carry on and undertake the business of finance i

restructuring / reorganisation and all activities and f

description including all those capable of being prostockbrokers, merchant-bankers, trustees, agent, a

investment and hire-purchase, leasing and to finance l

all kinds, purchasing, selling, hiring or letting on hireand machinery and equipment and to assist in financin

kind and description of hire- purchase or deferred p

transactions and to subsidize, finance or assist i

financing the sale and maintenance of any go

commodities of all and every kind and descriptionwhatsoever and to purchase or otherwise deal in all

property including plant and machinery, equipment

automobiles, computers, and all consumer, commerindustrial items with or without security and to lease

with them including resale thereof, regardless of wh

purchased and leased is new and/or used and from Indi

62 T b i fi i i i

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sovereign, Ruler, Commissioner, Public body or auMunicipal, Local or otherwise, whether in India or invest funds in Post Office Savings Accounts, Unit T

other Corporations, whether privately owned or owncarry on and undertake the business of finance, Inv

purchase, leasing and to finance lease operation

purchasing, selling, hiring or letting on hire all ki

machinery and equipment and to assist in financing of

and description of hire- purchase or deferred pa

transactions and to subsidize, finance or assist i

financing the sale and maintenance of any go

commodities of all and every kind and descriptionwhatsoever and to purchase or otherwise deal in all fo

and movable property including lands and build

machinery, equipments, ships, aircrafts, automobiles, c

consumer, commercial, medical and industrial itemsotherwise deal with them including resale thereof, regthe property purchased and leased is new and/or used

from any part of the world.

64 To promote the formation and mobilization of capital, savings and investment, to undertake bills discoun

purchase, finance, discount, re-discount, bills of exch

discount and acceptance house, to arrange acceptanceof bills, to borrow, to lend, to negotiate loans, to tra

promoters, financiers, monetary agents, to carry on

company established with the object of financing ind

within the meaning of section 370 of the Companies A

the capital or other funds of the Company in the purchof or rights in movable and immovable property, to use

and assets of the Company as security for borrowing a

of or rights in movable or immovable property, odebentures, debenture stock, bonds, mortgages, oblig

revolving under-writing facilities and issue, acceptanc

of all types of instruments, or to finance their acquisi

hire purchase or in any other manner, to raise or provid

t t fi th ti f ll t f

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inter corporate bills and unit braking import-consultancy assignments, factoring, consumer finanexchange broking and securities dealing.

65 To carry on the business of a leasing Company, hire p

finance company, to undertake and/or arrange or syn

leasing and hire purchase business, relating to all kin

plant, equipment, ships, vehicles, aircraft, rolling

storage tanks, toll roads, communication satellites an

lines, factories, movable and immovable property,

estate business, to buy, sell, rent, lease or finance and b

and trading in immovable property, land, buildings, rea

66 To carry on business to invest, own, operate, lease

promote, manage, finance, maintain projects in the inf

like airports, terminals, roads, highways, flyovers, bwells, dams, barrages, weirs, tunnels, canals, hydro preservoirs, inter linking projects of rivers, setting up

installation of equipment, handling equipment, load

support any of the infrastructure project and to a

surveyors, service providers, engineers and advisors insector either singly or jointly with others, and eith

agents, contractors, sub-contractors, trustees or otherwi

67 To transmit, distribute, purchase, sell, trade, im

accumulate or otherwise deal in all forms of electr

aspects and to plan, promote, develop, establish

distribution networks or systems , trading platforms

any manner , these networks or systems or tradinpower generating and transmission companies, C

Government undertakings , local authorities or statutor

persons within India or abroad and to act as agent orany person, public or private sector enterprises, fina

banks or Central Government or State Governm

engaged in the planning, development, generati

distribution, supply, trading or financing of power

ti iti f i ti ti h d i d

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capable of being used in connection with the generasupply, accumulation and employment of electr

magnetism, or otherwise.

69 To carry on all or any of the business of producer

generators, suppliers, distributors, transformers, conve

processors, developers, storers, procurers, carriers

electricity, all form of energy and any such products

derived from such business including without limitat

ash, conversion of ash into bricks and any products

connected with any other form of energy, including,

to conventional sources such as heat, thermal, hydel

conventional sources such as tidal wave, wind, s

biological, biogas and coal bed methane.

70 To carry on in India or abroad the business

commissioning, setting up, operating and maintainin

transmission systems/networks, power systems, ge

based on conventional/ non-conventional resource

evacuation, transmission, distribution, trading or s

through establishing or using stations, tie-lines,

transmission or distribution lines in any manner incl

and transfer (BOT), and/or build, own and operate (Bown, lease and transfer (BOLT) and/or build, own, op

(BOOT) basis or otherwise ,and to acquire in an

transmission systems/networks, power systems, gener

lines, sub-stations and transmission or distribution sy

Electricity Boards, Vidyut Boards, Power Util

Companies, Transmission Companies, Distribution C

or State Government Undertakings, Licensees, other l

statutory bodies, other captive or independent powdistributors and to do all the ancillary , related or conn

may be considered necessary or beneficial or desirable

any or all of the aforesaid purposes which can be co

on these systems, networks or platforms.

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72 To carry on the business to construct, execute, carry ouwork, develop, administer, manage or control, in Ipublic works and conveniences of all kinds includes ra

docks, harbours, piers, canals, reservoirs, embankmreclamations, improvement, sewage, drainage, sani

electric light, telephone, telegraphic and power supply

warehouses, markets and public buildings and all

conveniences of public utility.

73 To carry on in India or elsewhere the busines

distribution, supply, import, export or otherwise dealin

including mineral water, raw water, industrial water and the business of raw water treatment, including d

various sources like rivers, canals, lakes, wells, sea, g

and the business of treatment and disposal of waste w

liquid wastes, and the business of establishing, operwater production, distribution and supply systemstreatment plants, sewage treatment plants, pumping sta

reservoirs and other storage units, water bottli

transmission lines, water pipelines on any commerci

build, own and transfer (BOT), and/or build, own anand/or build, own, operate and maintain (BOOM), a

lease and transfer (BOLT), and/or build, own, ope

(BOOT) basis and/or takeover, acquire, manage or maplant/utility from State Governments, Jal (water) B

Corporations, Local authorities, Utility companies, Li

Bodies and other organizations and for any or all the a

to do all the necessary or ancillary activities as m

necessary, beneficial or desirable.

74 To carry on in India or elsewhere the business of dev

resources projects including dams, barrages, weirshydro power stations and reservoirs and inter linking

and other water bodies, irrigation, flood control, dr

water navigation and transportation or any other pr

water logistics or usage and the business of manufac

ti k ti d d li i ll h i l

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developing, erecting, installing, setting up, operatmanaging, owning, leasing, hiring retail or wholesal

terminals, depots, showrooms, storage tanks, ware

objects, equipment, devices, facilities, infrastructure an

related and ancillary services, facilities, assets

including but not limited to value added services o

station, shop, office, parlours, hotel, motel, restaurant

house, facilities for communication, entertainmen

banking and to plan, establish, develop, provide, prom

conduct, procure, facilitate, maintain, do business, pro

and act as consultants, agent for attaining the above obj

76 To carry on in India and/or elsewhere the busine

converting, refining, producing, manufacturin

fermentation, distillation, using, buying, acquiring, i

packaging, supplying, selling, transporting, distribdealing and disposing all kinds of chemicals, chem

petroleum products, gases reformat, distillate

petrochemicals, building block, derivatives, polym

resins, copolymer, polymer processing chemicals,

fibers, solvents, essences, flavours perfumery mat

pesticides, micronutrients, refrigerants, catalysts and i

types, grades, formulations and in all forms whethe

gaseous, including products of any nature and kind whby-products, derivatives and mixtures thereof.

77 To carry on in India or elsewhere, the business o

marketing, supplying, importing, exporting, trading,

distributing, transporting manufacturing, compres

processing, refining, mixing, formulating, purify

converting, compounding, developing, deriving, disco

mining, quarrying, releasing, manipulating, preparidealing in fuels required or used in industries, house

laboratories, hospitals, aviators, vehicles,

communications, power plants, energy generatio

forest/plant protection and all other purposes what

t l t l d t d b d t

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operating, maintaining, managing, owning, leasingwholesale outlets, pumps, terminals, depots, showroo

warehouses, godowns, objects, equipment, de

infrastructure, and to carry on the business of t

distribution, designing, setting up, erecting, maintaini

in India or abroad, pipes, pipelines, cross country

cylinders and other allied facilities for distribution

natural resources, and to provide other related and a

facilities, assets or infrastructure, including but not li

sorts of added services, and to plan, establish,

promote, use, operate, conduct, procure, facilitate, mai

provide infrastructure and act as consultants, agent

above object.

78 To provide information technology to any person, firm

association, institution, society, body corporate, government department, public or local authority in

India, in the field of information technology and relat

develop procedures, methods, and principles for, and e

relating thereto to carry on the business of designers a

buyers, sellers, assemblers, exporters, importers, di

hirers, and dealers of and as maintenance of servic

system engineers, of mainframe, mini, micro and p

systems and process control systems and computeaccessories including floppy disk drives, hard disk

readers, tape drives, cartridge, plotters, magnetic or oth

heads, CRT terminals and display systems, cables, int

ribbons, stationery, furniture and control walv

transducers, recorders, measuring devices and co

including large systems, mini, micro-systems and pe

and process control systems and hardware in computer

79 To plan, establish, develop, provide, promote, proc

install, use, operate, conduct, maintain, market, distr

and to act as service provider, consultant for s

solutions and other content for e-commerce, e-busine

l ti d li ti i l di li ti f

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and also to provide all other value added serviceintegrated, netserv, network connectivity solutions

and other allied solutions, and to act as internet

access providers, national and international long distan

plan, establish, develop, provide, promote, use,

procure, maintain, do business and to act as consultant

and development of infrastructure required for the p

services.

80 To carry on all kinds of businesses of designer

processors, assemblers, dealers, traders, distrib

exporters, agents consultants, system designers an

erection and commissioning on turn key basis or to

manner including storing, packing, transporting, con

installing, training, servicing, maintenance of all typ

kinds of (i) telephone instruments, intercoms, components thereof for telecommunications, (ii) rad

equipments like receivers, transmitters, trans-receiv

radio relay equipment, point to point communica

antennas and associated equipment single channel, mu

frequency, variable frequency, static, mobile, air

equipments in HF, VHF, UHF and Microwave, spect

receivers, transmitters, pattern generators and assoc

amplifiers, oscillators synthesizers, waveform generatiassociated equipments, sonic, ultrasonic and radio f

and depth finding sonar and Telemetry coding and

equipments, data acquisition, processing and log

calculators, computers, minicomputers and microco

readers, display terminals, facsimile transmitting

equipments and systems, (iii) signaling, telecommuni

equipments used in roads, railways, ships, aircraft

railway stations, public places along with associated acrigs, (iv) instruments, testing equipments, access

maintenance, calibration and standardization of all th

laboratories, service centers, processing plants, manufa

at customers places.

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of (i) telephones instruments including mobile twireless Terminals, any type of mobile commuPersonal Digital Assistants (PDA) with or withou

facilities, dial-type phone, car phone, corded phonesmini corded phone, radio phone, speakerphone, vid

systems desk top and wall type pay phones, headset

conferencing equipment, fax, answering machin

accessories and components thereof for telecommun

communication equipment like receivers, transmit

trans-receiver, walkie talkie radio relay equipmen

communication equipment, antennas and associated

channel, multi channel, fixed frequency, variable fretransmitting and receiving equipment and systems.

83 To carry on business of distribution, sales, marke

production, advertising, intermediating, providing, delvarieties of goods, products, services by and throuInternet, Intranet, Web, Networks, Physical Transfer

and such like other traditional and emerging methods

in, designing, providing, hosting, supporting, ope

consultancy, marketing, of all types of Electronic and oNetwork Systems and emergent systems and technolog

84 To acquire, establish and maintain one or more reception and treatment of persons suffering from

ailment, malady, disorder, affliction, infirmity or any

nature whatsoever and persons requiring medi

rehabilitation and to provide medical relief and allie

public in all the branches of medical science by all avto engage in the research and development in all

sciences and in all therapies of medical treatment.

85 To found, acquire, take over establish, construct, ere

manage, develop, own, acquire, purchase, undertake

promote, initiate, encourage, subsidies and organise di

diagnostic centres, polyclinics, pathology, laboratries

ti th t h i t h bl d b k

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improvement or development of new methodunderstanding and prevention and treatment of disea

research fellowships or grant financial assistance

institutions engaged in medical research.

87 To carry out, organize, develop, exploit and manage in

or abroad any or all businesses relating to and allied

development, manufacture, production, store, main

biological products and services based on adv

plant/agricultural biotechnology, industrial biotech

biotechnology, bioinformatics, proteomics, biophysi

material sciences, information technology, genetics an

maintain laboratories and carry on analytical, exper

work or undertaking in relation to other works and t

company, or otherwise.

88 To carry on the business or vocation of acting

consultants in India or abroad, on all matters and pro

technical industries, engineering, technology, techn

execution of turnkey projects, chemicals, proc

mechanical, electrical, electronics, petrochemicals, refi

Crude Oil, manufacture of refined oil, extracting by-p

pipelines for the transportation of gas, petrol andproducts, energy, oil and gas sector, industrial secto

commercial sector, statistics, civil, administration, f

accountancy, medical fields, legal , education,

management, taxation, administration, secretar

information systems, market research, operations resea

project engineering studies, techniques of producti

administration, recruitment, etc in order to obtain op

factors of production, commencement or expanspurchasing techniques and business (including construc

buildings), production, purchases, sales, materials

marketing, distribution, advertisement, publicity, p

planning, computers, data processing, multi-media s

h i t t i t di l t i

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systems, process control, data base design, indusapplications and all other related areas of computer te

other consultancy services for the projects sponsored

organisations, Government of India or Government of

as the Company may from time to time deem fit.

89 To carry on, acquire, take over the business

procurement and construction, whatsoever now know

disciplines including agricultural, civil, chemical, elecmechanical, instrumentation and to provide other assoc

facilities such as project management, process tec

engineering, detailed engineering, fabrication and fabri

design, develop, maintain and manufacture plant and

act in India or elsewhere in the world as engin

developers, design engineers, and to provide, enginee

and construction services to turn-key projects, large s

projects including petrochemicals, hydrocarbons, oil

derivatives, power, telecom, transportation, p

housing/industrial sectors and to install, develop, im

hardware and software in connection therein.

90 To construct, erect, build, repair, re-model, demolish,

for investment or resale, acquire, take on lease or in e

lawful manner any area, land, buildings, houses, strproperty wherever situated of any tenure and any inte

turn the same into account, develop the same and disp

or make advances upon the security of the same and

curve, pave, macadamize, cement and maintain bui

houses, apartments, hospitals, schools, places of w

roads, paths, streets, sideways, courts, alleys pavem

townships, bungalows, cottages, water houses, sheds

farms, complex, markets, offices, educational centerscolleges or buildings residential and commercial

thereon and to equip the same or part thereof with all o

conveniences, drainage facility, electric, teleph

installation and to deal with the same in any manner

t d t i i t t t d t

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safety measures for construction of structural buildincluding infrastructure projects and to maintain fir

residential, commercial and industrial buildings & com

for factories, plants and display, provide training

awareness and for prevention, control of fire.

92 To carry on business of undertaking fire protecti

installing hydrant lines, control panels, smoke det

sprinklers, fire alarm system for use in industries, shplatforms, buildings and other places according to spe

of the customers.

93 To build, construct, acquire, erect, install, operate, m

promote, manage, repair, administer, provide, infras

for ports, jetties, wharfs, piers, docks, embankments,

dry bulk cargo, multipurpose and specialized cargo

and rail infrastructure, terminals, general terminals,

cargo terminals, container terminals, transport syste

handling systems, cargo handling, berths, shorecrain

fork lifts, bunkers, cargo hoses, navigational

maintenance, navigation marks, dredging, dry dockin

work shops, shipways, hangers, derricks, pipe lines fo

oil, fuel, sewage, petrochemicals, chemicals, warehou

godowns, ship stores, sheds, container freight stations crafts and equipment, tank farms, tugs, pilotage and

container handling facilities, floating dry dock a

facilities, setting up of captive power plant, installat

handling equipment, loading equipment and supporting

acquire marine related technology and undertake und

ports, docks, tugs, terminals, jetties and ship repa

maintain work lines of power, fuel, steam, aerial

between ports, ships and other transports and tconsultants, marine engineers and advisors.

94 To build, construct, acquire, maintain, develop, promo

provide, terminals and administer terminals Industrial

t ti b ildi t d b id b

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managerial advice in building construction, maintainmanaging such places including terminals.

95 To purchase, sell, develop, take in exchange, or otherwise acquire, whether for investment or sale, or w

any real or personal estate including lands, mines, b

factories, mill, houses, cottages, shops, depots, wareh

plant, stock in trade, mineral rights, concessions, pr

easement or interest in or with respect to any propertwith respect to any property whatsoever for the purpos

in consideration for a gross sum or rent or partly in o

in the other or for any other consideration and to carproprietors of flats and buildings and to let on le

apartments therein and to provide for the conven

provided in flats, suites and residential and business qu

96 To purchase or otherwise acquire and sell, dispose-off personal property of all kinds and in particular

hereditaments, business concerns, and undertakings, m

annuities, patents, licenses, shares, stocks, debentures

securities, concessions, options, produce, policies, bointerest in real or personal property and any claims aga

or against any persons or company.

97 Subject to the provisions of Foreign Exchange Manag

the Directions of the Reserve Bank of India an

laws in force, to carry on in India or elsewhere, th

fledged and/or restricted money changers and authori

foreign currencies and to buy, sell, and deal in foreigkinds and types whether in the form of coins, bank

cheques, to conduct transactions of all types and desc

currencies and to convert foreign currencies into Indiaversa.

98 To undertake money market operations, treasury mana

and analysis to undertake/promote sale and purcha

t k tf li t t h d t

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and international capital markets, to act as authorized RBI approval) and full fledged money changers, to u

of foreign exchange operations, arrange for suppli

advice on foreign exchange cover operations, such as

currency foreign contracts/options, advise and guid

currency accounts, arranging foreign equity participati

companies, from institutions such as Asian Dev

International Finance Corporation, commonwea

corporation. OECD and others, arrange for and proeconomic and financial information/reports to import

foreign and Indian.

100 To establish a market place providing specialized, adv

automated, facilities for trading, clearing, settlement,

in all types of direct and derived commodities, se

instruments, merchandise and services, goods and all o

instruments including financial instruments and to en

and fair trading mechanism with access to market part

manufacturers, distributors, dealers, agents, traders, ex

consumers, clients, investors in or outside India on

contractors or facilitate all these services and all othe

other services, goods or anything else that may be req

market place in or outside India and to plan, establish,

promote, use, operate, conduct, procure, maintain, do bas consultant for, establishment and development of

facilities, infrastructure facilities required for the pr

services and to initiate, facilitate and undertake

relation to all types of exchange as required for b

protection including but not limited to taking mea

greater liquidity and easier access to the market partic

inter-market dealing and generally to facilitate transac

commodities, securities, financial instruments, and seother instruments and to support, develop, promote an

and orderly market in the best interest of the market p

general public and the economy and to introduce h

professionalism among themselves and the market plac

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marketers, storekeepers, forest farming, distributors any ordinary or specialized agricultural/forest prod

horticultural, sericultural and agro-industrial products

including flowers, fruits, vegetables, coconut, spices

hemp, cotton, sugarcane, linseed, oilseeds, food-grai

cash crops, cereal products, flora, seeds, plants, tre

natural products and agricultural crops of any kind wh

not and to develop forests and trees and do value add

land management, farm management, by putting upfacilities and processing manufacturing, marketin

forestry, dairy farming, poultry, farming, gardening, t

herbs, spices, floriculture, horticulture, tissue cu

pisciculture, apiculture, animal husbandry, soil cultu

ranching and to do rural, countrified, pastoral and agrar

102 To aid, assist, promote, develop and manufac

implements, agricultural machinery and other

technological development in equipments used in agr

to organize, conduct, or manage engineering or

workshops of all description and to manufacture, im

sell or otherwise deal in, agricultural machinery, of

adopt such means of making known the uses thereof.

103 To carry on business as manufacturers, producers, prconvertors, importers, exporters, traders, buyers,

wholesalers, suppliers, indenters, packers, movers, pre

agents, sub-agents, merchants, distributors, consignors

concessionaires or otherwise deal in cheese, yogurt,

cream, paneer, milk, condensed milk, power milk, s

generally to do the businesses of dairymen, poult

breeders, butchers, bakers, confectioners, refreshm

farmers, grocers, and general provision merchants and

104 To exhibit, distribute, give or take on hire, exchange

and to deal in any manner in films both of own man

manufacture, Indian or Foreign, in India or elsewhere

l t t t ti f th b

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105 To carry on the business of proprietors and operato

parks, and as promoters, organizers and managers

entertainments, sports, recreations, indoor and outdincluding funfairs, circuses, amusement arcades, exhi

and games, competitions, tournaments, concerts, cine

performances, stage and variety shows, dancing, ska

equestrian events, and pyrotechnic, aerial and other dis

106 To manufacture and carry on the business of film pro

well as talking in all or any of the languages spoken i

may be Topical, News, Educational, Dramatic, ComiCartoons, Coloured Synchronized and film or film of

be hereinafter devised and to construct, purchase

Cinematograph theatres, cinema halls and other bui

convenient for the purposes thereof and to manage, m

on such theatres and other buildings, when so erected o

107 To do, act, perform, undertake, pursue, practice, achi

India or elsewhere the business, vocation or calling of

security agents, investigators, examiners, explorers, industrial, business, trade, management, legal, social or

field and to provide security, body guard services, de

consultancy to ascertain, vigil, catch, disclose, identifyrecognise, scent, cross examine, grill, inquire, in

explore, sift, canvass any matter, question, subject,

manufacture, produce, assemble, dismantle, design

fabricate, modify, mould, machine, repair, service an

broke r, stockiest, distributor, licensor, importer, exposupplier, vendor or otherwise to deal in all shapes

capacities, descriptions, specifications and facilities or

artillery weapons, guns, machine guns, stenguns, rifguns, bullets and other similar weapons used for d

services, body guard services or consultancy.

108 To carry on the business of fire, accident, indem

i d i i ll b h

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insurance, indemnity or guarantee business (includretrocession and for the purposes of the clauses m

general insurance shall have the meaning assigned to i

Act, 1938 as amended from time to time) of all kinds, c

description whether of a kind now known or hereafter

Fire, Marine, Accident, Aviation, Transit, Motor Vehi

Health and Miscellaneous and insurance covering an

any law, convention or agreement and to grant any con

or indemnity against any kind of loss or damage to poccasion in any manner whatsoever and against any ot

liability whether direct or indirect arising from happe

or the fulfillment or non fulfillment of any contr

undertaking whatsoever upon such terms as to securi

the company may decide.

110 To carry on, establish, organise, manage, promote,

conduct and develop life insurance in all its branches

in India or elsewhere and for this purpose to operate

including whole life insurance, endowment insuranc

and multiple benefit insurance, medical insurance, acc

limbs and organ insurance, annuity plans, gratuity pl

plans and such other schemes and plans as may be con

and necessary from time to time.

111 To carry on the business of life insurance (inclu

reinsurance and for the purposes of the clauses men

insurance shall have the meaning assigned to it in th

1938 as amended from time to time) or effect assuran

jointly or severally or on survivorship and endowme

other persons and in particular to grant or effect insur

for payment of money by way of a single payme

payments, or by way of immediate or deferred annuitithe insured person, or his legal heirs or to such pers

nominated by the insured to receive monies, upon the h

any of the events causing loss or damage to human li

including natural death or otherwise, accident, disa

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receive investments of money for the provision of otherwise; to effect assurances with other companies;assurances against loss or damage whether arising

otherwise and generally to grant or effect all suchwhether connected with life or not and to all such assu

may be legally granted, effected or transacted, to sel

reversionary interests, capital payable on the expira

period or otherwise and interests depending

unconnected with life; to undertake and execute anfiduciary offices the undertaking whereof may seem

gratuitously or otherwise, and to enter into and carry in

for amalgamating with or purchasing or taking over part of the business of another assurance or Company

paying and performing all or any of the assuranc

engagements of another or Company; and to transact

of all kinds.

113 To carry on all or any of the business of manufa

exporters, buyers, sellers, retailers and distributing age

in all kinds of pharmaceutical, medicinal and medic

patent medicines, drugs, herbs, and in pharmaceuticmedicated preparations, patent medicines, drugs,

pharmaceutical, medicinal proprietary and indust

compounds, and articles of kinds, chemists, druggimanufacturers, and to manufacture, makeup, prepare,

in all articles, substances, and things commonly or con

or for making up preparing, or packing any of the prod

Company is authorised, to deal or which may be requ

or persons having dealings with the Company.

114 To manufacture, sell, purchase, export, imports an

pharmaceuticals, vaccines, fine chemicals, enzymes, and public health products

115 To purchase, take on lease or otherwise acquire any mi

and lands in India or elsewhere and to pump, refin

ll t l i l di il t l

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and any interest therein and to explore, work, exerciseto account the same and to carry on business as produ

acquire, obtain, refine, cut, polish, prepare, melt,

otherwise deal in gold, silver, bullion, jewellery, di

stones, artificial man made jewellery, gems and novelti

116 To act as Registrars and share transfer agents, Issue M

and Underwriters to the issue of all kinds of securities

kinds of work connected with issue, transfer and transdebentures, and other securities; and to act

consultants/advisers and to provide services relate

promote the formation and mobilization of capital for

and to act as advisors to multinationals for the prom

capital in India and abroad and to make direct investm

stocks, shares, industrial and other business ventures

instruments of all types

117 To act as financial intermediaries/portfolio manager

asset managers, and to pool, mobilise and manage

person or company by investment in various avenues l

Income Fund, Risk Fund, Tax Exempt, Funds, Pensio

Funds and to pass on the benefit of portfolio investmen

as dividend, bonus interest and to provide complete

financial services.

118 To undertake the business of financial and invest

management consultants, portfolio managers, fund

management for individuals, trade and industry and p

consultancy in investment management, property man

and hire purchase.

119 To carry on the business of common carriers, Transpor

Delivery Agents in all their branches and carry gopassengers on land, water or by air by means of vehi

and mode of carriage of all kinds and description what

120 To carry on all or any of the business of transport, L

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Trailors, Trolleys, and conveyances of all kinds and routes as the Company may think fit and to transpogoods and generally to do the business of common carr

122 To carry on all or any of the business of transport, car

contractors, garage proprietors, owners and charterers

aircrafts, ships tugs, barges and boats, of every descrip

carriers of goods and passengers by road, rail, water

cartage contractors, stevedores, carts, superintendents,warehousemen, storekeepers, job masters, hotel and m

carry on the business as forwarding agents, freight c

carriers, and owners of motors, lorries, trucks, vesslaunches, planes, taxies, barges, and to act as ware

houseman and otherwise as carriers by land, air and wa

123 To carry on the business as tourists, agents and c

facilitate traveling and to provide for tourists and trathe provision and convenience of all kind in the way

sleeping cards or berths, reserved places, hot

accommodation guidance, safe deposits, enquiry b

lavatories, reading room, baggage transport and otherw

124 To carry on the business of designing, setting up, erec

repairing, improving and operating or managing in pipes, pipelines, cross country piping systems, jet

moorings, all other kinds of onshore and offshore port

and distribution terminals, storage, loading and unloa

the storage and transportation of natural gas, crud

products including but not limited to liquified petronaphtha, high speed diesel, aviation turbine fuel, sup

and all products as may be conveniently transported

and, for the purpose, enter into any technical or finanas may be desired.

125 To own, purchase, charter, hire or otherwise acquire,

or otherwise deal with, operate, trade in or with steam

i ft b t t l t l d ift th

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expedient, and to establish, maintain and work lines oships air services and lines of aerial communications

other transports and conveyances between and ports, c

which may seem to the Company from time to time

acquire any postal and other subsidies

126 To carry on the business of ship-owners, shipbuild

shipping agents, ship managers, ship charterers, ba

owners, stevedores, warehousemen, wharfiner, consultants, crew recruitments ship delivers, ship

brokers, freight contractors, haulage and general co

engineers, surveyors or any other work connected w

business.

127 To carry on in India the business of advertising agent

contractors, new-agents, newspapers cutting agen

commission agents, promoters or organizers of

advertisement or publicity scheme or methods, newsp

newspapers reports, printers, publishers and seller

journals, periodicals, magazines, books and all kinds o

musical, scientific, commercial and other publicatio

Indian vernaculars or any foreign language and of

engravers, lithographers, stereotype, electrotype, pho

teachers, photographic printers, designers, draugh

founders and to carry on business of collecting, edit

amplifying and disseminating international trade

information for the private use of clients, subscrib

others for general or restricted publication in any lan

medium and to undertake or co-operate in market r

marketing assignment or activities.

128 To carry on, in any part of India, the business of smanufacturers, ginners, pressers, packers, and bales

hemp, silk, wool, and any other fibrous material, an

thereof, and the business of weaving or other wis

bleaching, dyeing, printing and selling yarn, cloth,

d d f b i h th t til f b i tt d

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129 To carry on the business of ginning, spinning, weavingbleaching, finishing, chemical processing of Grey fab

man-made fibre, yarn, fabric, silk, cotton, wool, flax

similar fabrics and the business of buyers and sellers o

substances or manufacturing, curing, preparing, dye

processes and mercantile business that may be neces

thereto and to purchase and vend raw materials a

articles.

130 To carry on business as manufacturers and supplier

tassels, robe, dress and mantle, gold lace, lace braids, c

furs, ribbons, fans, perfumes, and flowers, buttons, t

fringers, chalk, pattern, cards, springs, sewing m

measures, lingerie and trimmings of every kind and f

and requisites of all kinds.

131 To carry on the business of sizers, texturisers, smanufacturers, twisters of various kinds of yarns si

rayon, nylon, strechlon, manmade, synthetic fibers, st

and fibrous materials and the business of manufact

spinning, weaving, combing, ginning, pressing, tw

dyeing, bleaching, colouring, mercerizing, printing, sc

packing, baling and selling cloth of all types, linen

types, whether knitted or looped and of importing, e

selling and/or dealing in silk, art silk, rayon, nylon, str

synthetic fibers, staple fibers, wool, hemp and other

cloth, linen, rayon and to buy sell, import/export act a

deal in finished fabrics/grey fabrics made o

worsted/synthetic, cotton/blended/worsted polyester

partially oriented yarn and other kinds of yarn and gen

the business of processors, of linen, flax, hemp, si

rayon, man-made synthetic fibers, staple fibers, merchants, cleaners, combers, spinners, weavers,

printers, sizers, importers, exporters, materials and t

preparing process and to give any special treatment to a

materials at any stage of production such as texturisin

i i t i l

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sorts of plastic materials including thermosetting amaterials and adoption of all processes includinginjection, extrusion, compression vacuum forming, fa

brushing, spraying, laminating, dipping, impregnatiapplication by any method whatsoever.

134 To carry on the business as consultants, agents, servic

plan, establish, set up, market, develop, provide, prom

conduct, procure, maintain, implement, install, crehealthcare facilities and products in all fields includ

providing web based commerce and services in India

education and information in any languages, includincontent in various languages, Internet content provide

health portals provide platform for e commerce in

digital clinics, new and refurbished health care equi

health care products and supplies, facilities including

engineering, biotechnology, for herbal medicines and to Indian and global markets and to participate, org

rooms, panel discussions, Multimedia presentations,

health related questions from site visitors and to plan,

promote, use, operate, conduct, procure, manufimplement, trade , act as agents, distributors, stocki

sale services, create, develop, sell, market, store

world all kinds of services and products, medica

medical records, ERP based on clinical pathways to

and financial outcome, products including products

implement, consult, supply applications integration, r

in medical data storage and retrieval chain for hos

supplies, and drugs and to develop mobile wireletransmission, provide services for ERP and EAI produ

facilities and to develop, create and market services

transmission of large volume of medical data overadiographic and other images and engines, data e

configurations, for e commerce in medical produ

creation, storage and retrieval of medical data, supply c

based on the hospital ERP and provide scan the we

ki d f i d t id di l

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138 To carry on business as manufacturers, producers, prinventors, convertors, importers, exporters, traders

retailers, wholesalers, suppliers, indenters, packers, m

stockists, agents, sub-agents, merchants, distribu

jobbers, brokers, concessionaires or otherwise deal

plastic paints, varnishes, limestones, spirit, thinner,

zinc, brush, chemicals and articles used in manufactu

kinds of paints.

139 To carry on the business of chartering aircrafts, helicop

vehicles in scheduled and unscheduled manner to inst

bodies corporate, associations (corporated and

Governments, public and local bodies and authorit

trusts and persons in India and abroad and to promote

business of air travel in all its manifestations and fo

undertake and operate air services and air taxi operati

permission and control of appropriate Government andmay be required.

140 To carry on all types and kinds of aviation activities

and air photography, publicity and promotion, search

operations, tourism, communications for institutions

corporate associations (incorporated or unincorporat

and services of the Governments, public and loca

persons and to provide training in all areas of aviatio

the business of integrated activities for maintenanc

aeronautical equipments, aircrafts, helicopters and oth

to carry on general purpose activities connected therew

141 To carry on in India and elsewhere the business of ban

acceptance of deposits of money in saving and curr

draw, accept, endorse, discount, buy, sell, and dexchange, promissory notes, bonds, debentures co

negotiable instruments and securities and to transact a

and things incidental thereto or which may at any tim

where the Company shall carry on its business be us

ith th b i f b ki d li i

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or stocks of other companies or in movable property anfor the sale and purchase of any stocks and securitiemercantile transaction, with in the framework of the gu

the Reserve Bank of India.

143 To act individually or to act in consortium to contra

private loans, negotiate and issue the same and to issu

or otherwise subscribe for take, acquire and hold, s

deal in shares, stock, bond, obligations of securities orLocal Authority or Company; to deal in foreign

promote services of all kinds related thereto and to ac

trustees of wills settlement and trust deeds of allcustomers and others and undertake to execute trusts o

act as agents for any Government or local authority an

and private bodies and persons.

144 To carry on the business of banking in all its branpurpose to establish, promote, form, float, organ

companies within the meaning of Banking Regulatio

the guidelines and policies of the Central Governmen

Bank of India in force from time to time and to operarecurring, fixed term and other types of term deposi

lend, provide and advance loans, term loans, cash cr

facilities, guarantees with or without securities and to p

safe deposit vaults and lockers.

145 To establish, open, manage run branches, and traini

provide specialized banking services to the customers a

146 To act as Merchant bankers, managers to the issue

financial advisor and to provide consultancy ser

subscribe, sell, purchase, acquire or otherwise deal insecurities and to carry on money market operations and

manage, and operate mutual funds and float other sch

under the laws, regulations and guidelines in force and

exchange and to provide services of all kinds related th

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148 To procure the Company to be registered or recognizedworld and to apply for recognision as export house,entitlements, export incentives, drawbacks and exercise

and undertakings in which the Company will be business and/or to act as an Import and Export house

the functions and undertake all activities connected th

obtaining and dealing in licenses, quotas, certificates an

149 To carry on all or any of the business of imprefrigerators, ship owners, shipbuilders, caterers of shi

warehousemen, merchants, ship and insurance

forwarding agents, wharfingers, sheep farmers, stock pasturers and graziers.

150 To carry on business if biotechnology involving th

biological organisms or their components for comme

processes involving molecular biology, genetic recombinant DNA and also agricultural biotechnolog

agricultural engineering, genetic engineering, anim

genetic recombination, bioengineering, marine biotech

microbial genetic engineering, biotechnology, mbiotechnology, industries pharmaceutical biotechnol

transplantation plant biotechnology, cloning protein en

151 To engage in and carry on anywhere in India or abro

warehousing, transporting and carriage of goods and

and protection of goods against insects, ants, rats, mois

other natural or man-made calamities and to cons

storage facilities whether covered or uncovered andcustody and warehousing of merchandise, goods, and

provide cold storage and other special storage facilities

152 To carry on the business of warehousemen stores, cust

assessors, provisions of safe deposit vaults and auctio

articles of every description and to issue receipts

warrants to persons warehousing goods and articles wit

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General design and engineering services, (viii) Underwater

railway bridges, jetties salvage and ship repair.

155 To carry on the business of investments whether by means o

partnership or otherwise, and to buy, underwrite, invest in, acqu

in properties including equity, preference, deferred and other

stocks, debentures, debenture stock, bonds, obligations and se

guaranteed by any Company constituted or carrying on bus

elsewhere and debentures, debenture-stock, bonds, obligation

issued or guaranteed by any Government, State, Dominions,

commissioners, firms, persons, body or authority, supreme, motherwise either in India or elsewhere.

IV. The liability of the members of the Company is limited.

V. (a) The Authorised Share Capital of the Company is Rs. 150,00,00hundred Fifty crore) comprising of 20,00,00,000 (Twenty crore)

Rs. 5 (Rupees five) each, and 10,00,00,000 (ten crore) Preferenc

(Rupees five) each, with power to increase, reduce, divide and/

Share Capital or reclassify them into several classes anrespectively such preferential, priority, deferred, qualified o

privileges, conditions or restrictions, whether in regard to divideof capital, distribution of assets or otherwise, as may b

accordance with the laws, rules and regulations from timeCompany and to vary, modify or abrogate such rights, privileg

restrictions in such manner as may from time to time be

regulations/resolutions of the Company or are provided for i

Association of the Company and to consolidate or sub divide or

or issue shares of higher or lower denominations.

1

(b) The minimum paid up capital of the Company shall be Rs. 5

Five Lakhs only) or minimum prescribed by the Act from time t

1Substituted vide Ordinary Resolution passed in the 8

thAnnual

held on September 27, 2012.Substituted vide Ordinary Resolution passed through the Posta14, 2010.

Earlier substituted vide Ordinal Resolution passed in the ExtraMeeting dated July 17, 2009.

Earlier Increase in Authorised Capital and Subdivision of Shar

Resolution passed at the Extraordinary General Meeting held on

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We, the several persons whose names, addresses and descriptions are subscribed, are desirous

Company in pursuance of this Memorandum of Association and we respectively agree to take the Capital of the Company set opposite to our respective names:

Sr.

No.

Name, address, description and

occupation of each Subscriber

Number of Equity

Shares taken by

each subscriber

Signature of

Subscriber

1. Shri Ramesh Shenoy

S/o. Ganpati Shenoy

E/115, Bussa ApartmentB M Bhargav Marg

Santa Cruz (West)Mumbai 400 054

Occupation: Service

10

(Ten)

Sd/-

2. Shri Abhijit BanerjeeS/o. Shri Rasamoy Banerjee,604, Sicily Marvel,

Sector 12 B, Plot no. 51,Koparkhairane,

New Mumbai - 400 709Occupation : Service

10(Ten)

Sd/-

3. Shri Ashish Karyekar

S/o Shri Sudhakar Karyekar703, BSES Quarters

Chembur Receiving Station

Mumbai 400 082Occupation: Service

10

(Ten)Sd/-

4. Shri Paresh Rathod

S/o Late Shri Purushottamlal Rathod204, BSES Quarters

Chembur Receiving StationMumbai 400 082Occupation: Service

10

(Ten)Sd/-

5. Reliance Energy Management Services

Private Limited3rd Floor, Reliance Energy Centre, Santa

Cruz (East), Mumbai 400 055

16650(sixteen thousand

six hundred fifty)

Sd/-

6. Reliance Energy Global Private Limited,3rd Floor, Reliance Energy Centre, Santa

Cruz (East), Mumbai 400 055

16650(sixteen thousandsix hundred fifty)

Sd/-

7. PowerSurfer Interactive India PrivateLimited

3rd Floor, Reliance Energy Centre, Santa

16660(sixteen thousand

six hundred sixty)

Sd/-

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Amended as on June 14, 2010

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

RELIANCE BROADCAST NETWORK LIMITED1

These Articles of Association were adopted in substitution for and to the the earlier Articles of Association at the Extra-ordinary General Meeting of on 31

stJuly, 2009

TABLE A NOT TO APPLY

1. No regulations contained in Table A in the First Schedule to th1956, shall apply to this Company, but the regulations for the m

Company and for the observance of the Members thereof and theshall, subject to any exercise of the statutory powers of the Compto the repeal or alteration of or addition to its regulations by Speprescribed by the said Companies Act, 1956, be such as are cArticles.

2. INTERPRETATION

A. DEFINITIONS

In the interpretation of these Articles the following wordsshall have the following meanings unless repugnant to the s

(a) ADA means Shri Anil Dhirubhai Ambani, son of lateAmbani.

(b) ADA Group means ADA and his Affiliates and theMembers shall mean any one of them.

(c) Affiliate or Affiliates of ADA or ADA group means

(i) ADA, his wife, his lineal and blood descendantslineal and blood descendants and children aincluding step or adoptive, family trusts andFamily; and

(ii) Any company firm body corporate associ

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(u) Director means a member of the Board of Directorsof the Company.

(v) Dividend shall include interim dividends.

(w) Employee Stock Option Scheme or ESOP shaunder which the Company grants an option to any ppersons or giving to such persons, subject to apregulations, the benefit or right to purchase or subscribthe securities offered by the Company.

(x) Equity Share Capital shall mean all Share CapPreference Share Capital.

(y) Extraordinary General Meeting means an ExtrMeeting of the Members duly called and constituted Section 169 of the Act and any adjournment thereof.

(z) Financial Year shall have the meaning assigned 2(17) of the Act.

(aa) GDRs mean the Global Depositary Receipts, repres

(bb) GDSs mean the Global Depository Shares, each of w

certain number of Shares.

(cc) "Gender" Words importing the masculine gender feminine gender.

(dd) Government Authority means the Government political subdivision thereof and any authority, instrcommission, court or agency thereof, howsoever cons

(ee) India means the Republic of India.

(ff) "Marginal Notes" The marginal notes hereto shconstruction hereof.

(gg) "Meeting or "General Meeting" means a meeting ofadjournment thereof.

(hh) Legal Representative means a person who in laestate of a deceased Member.

(ii) Member means the duly registered holder from ti

Shares of the Company and the Beneficial Owner(s) under the applicable Requirements of Law to hoCompany or a beneficial interest therein.

(jj) Modify and Modification shall include the maand/or omissions.

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( ) S b idi h ll h th i th t b

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(zz) Subsidiary shall have the meaning as the term subunder Section 4 of the Act.

(aaa) Written and In Writing includes printing, litho

modes of representing or reproducing words in a visib

(bbb) Year means the calendar year.

B. CONSTRUCTION

(a) Words importing the singular number include, w

admits or requires, a plural number and vice versathe masculine gender also include the feminineversa.

(b) Article headings and the marginal notes are for conshall not affect the construction of these Articles.

(c) References to articles and sub-articles are referenSub-articles of and to these Articles unless othereferences to these Articles include references to

Sub-articles herein.

(d) A reference to a statute or statutory provisions inclapplicable at any relevant time:

(i) that statute or statutory provision as frommodified, re-enacted or replaced by any statutory provision; and

(ii) any publicly notified subordinate legislation ounder the relevant statute or statutory provisio

(e) Save as aforesaid, any words or expressions definif not inconsistent with the subject or context, bear in these Articles.

3. SHARE CAPITAL

(A) The Authorised Capital of the Company shall be as per CaMemorandum of Association of the Company with powreduce the capital of the Company and/or the nominal valueto divide the shares in the capital for the time being into seto attach thereto respectively such preferential, deferred, qrights privileges or conditions with or without voting r

Equity Shares in proportion to the amount paid up or cred

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Equity Shares in proportion to the amount paid up or credsuch Equity Shares respectively at the commencement of th

(C) Subject to the provisions of the Act and all other applicablethe Company may issue shares either equity or any other krights and the resolutions authorising such issue shall prescconditions of the issue.

4. PREFERENCE SHARES

(A) Redeemable Preference Shares

The Board shall subject to the provisions of the Act and Company have power to issue on a cumulative or nonPreference Shares liable to be redeemed in any manner the Act and the Directors may, subject to the provisions osuch power in any manner as they deem fit and providesuch Shares on such terms including the right to redeemotherwise as they deem fit.

(B) Convertible Redeemable Preference Shares

The Board shall subject to the provisions of the Act and Company have power to issue on a cumulative or nonConvertible Redeemable Preference Shares liable to be manner permissible under the Act and the Directors mprovisions of the Act, exercise such power in any manneand provide for redemption at a premium or otherwise ansuch Shares into such Securities on such terms as they ma

5. PROVISIONS IN CASE OF PREFERENCE SHARES

Upon the issue of Preference Shares pursuant to Article 4 abprovisions shall apply:

(A) No such shares shall be redeemed except out of profitswhich would otherwise be available for Dividend or out of fresh issue of Shares made for the purposes of the redempt

(B) No such Shares shall be redeemed unless they are fully pa

(C) The premium, if any, payable on redemption shall have beeof the profits of the Company or out of the Companys S

(F) The Capital Redemption Reserve Account may notwithst

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(F) The Capital Redemption Reserve Account may, notwithstthis Article, be applied by the Company, in paying up un-issCompany to be issued to the Members as fully paid bonus S

6. SHARE EQUIVALENT

The Company shall subject to the provisions of the Act, compliancelaws, rules and regulations, have power to issue Share Equivaleand in such manner as the Board deems fit including their conveand redemption whether at a premium or otherwise.

7. ADRs/GDRs

The Company shall, subject to the provisions of the Act, coapplicable laws, rules and regulations, have power to issue ADRsterms and in such manner as the Board deems fit including therepayment. Such terms may include, at the discretion of the Bovoting by holders of ADRs or GDRs, including without limitation, rights in accordance with the directions of the Board or otherwise.

8. ALTERATION OF SHARE CAPITAL

(A) The Company may, by Ordinary Resolution in General Metime alter the conditions of its Memorandum as follows, that

(a) increase its Share Capital by such amount as it thinkby issuing new Shares of such amount as may be and the new Shares shall be issued on such terms awith such rights and privileges annexed theretoMeeting resolving upon the creation thereof, shadirection be given, the Board of Directors shall particular such Shares maybe issued with a prDividends and in the distribution of the assets of the

(b) consolidate and divide all or any of its Share Caplarger amount than its existing Shares;

(c) convert all or any of its fully Paid up Shares into stthat stock into fully Paid up Shares of any denominat

(d) sub-divide its Shares, or any of them, into Shares than is fixed by the Memorandum, so however, that the proportion between the amount paid and the amoon each reduced Share shall be the same as it wasShare from which the reduced Share is derived;

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9. REDUCTION OF SHARE CAPITAL

The Company may (subject to the provisions of Sections 78, 80 aninclusive] of the Act), from time to time by Special Resolution, reduCapital Redemption Reserve Account and the Securities Premiumanner for the time being authorised by law, and in particular, Capon the footing that it may be called up again or otherwise. Thiderogate any power the Company would have, if it were omitted.

10. POWER OF COMPANY TO PURCHASE ITS OWN SHARES

Pursuant to a resolution of the Board of Directors, the Companyown Shares by way of a buy-back arrangement, in accordance wthe Act and the Securities and Exchange Board of India (Buy-BRegulations, 1998, subject to compliance with all applicable Require

11. POWER TO MODIFY RIGHTS

Where, the Capital, by reason of the issue of Preference Sharedivided into different classes of Shares, all or any of the rights and pto each class may, subject to the provisions of Sections 106 and modified, commuted, affected or abrogated or dealt with by agreeCompany and any Person purporting to contract on behalf of that csame is affected with the sanction of a Special Resolution pasmeeting of the holders of the issued Shares of that class and hereafter contained as to General Meetings (including the proquorum at such meetings) shall mutatis mutandis apply to every suc

12. SHARES AND CERTIFICATES

(A) The Company shall cause to be kept a Register and Indaccordance with Sections 150 and 151 of the Act and RegDebentureholders in accordance with Section 152 of the Ashall also be entitled to keep in any State or Country outsiregister or a branch Register of Members and Deaccordance with Section 157 of the Act. The Board may mregulations as it may think fit respecting the keeping of any

(B) The Shares in the Capital shall be numbered progressivelydenominations, provided however, that the provisions relanumbering shall not apply to the Shares of the Comdematerialized or may be dematerialized in future or issdematerialized form. Except in the manner hereinbefore meh ll b b di id d E f f i d d d Sh

Where at any time after the expiry of two years from th

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e e at a y t e a te t e e p y o t o yea s o tCompany or at any time after the expiry of one year froshares in the Company made for the first time after its foris earlier, it is proposed to increase the subscribed capitaby the allotment of further shares then:

(a) Such further shares shall be offered to the person whooffer, are holders of the equity shares of the Companynearly as circumstances admit, to the capital paid-up othat date;

(b) The offer aforesaid shall be made by a notice specifyshares offered and limiting a time not being less thanthe date of the offer within which the offer, if not deemed to have been declined;

(c) The offer aforesaid shall be deemed to include a right person concerned to renounce the shares offered to hin favour of any other pserson and the notice referred tshall contain a statement of this right;

(d) After the expiry of the time specified in the notice aforeof earlier intimation from the person to whom such notideclines to accept the shares offered, the Board of Direof them in such manner as they think most beneficial to

Notwithstanding anything contained above, the furthemay be offered to any persons (whether or not those ppersons referred to above in any manner whatsoever

(i) If a special resolution to that effect is passed general meeting, or;

(ii) Where no such resolution is passed, if the v

on a show of hands or poll as the case may bproposal contained in the resolution movemeeting (including the casting vote, if any, ofmembers who, being entitled so to do, vote inproxies are allowed, by proxy, exceed the vagainst the proposal by members, so entitled Central Government is satisfied, on an applicBoard of Directors in this behalf, that the beneficial to the Company.

Nothing in sub-clause (c) hereof shall be deemed:

(i) To extend the time within which offer should b

(ii) To authorize any person to exercise the right

Provided that the terms of issue of such debenture

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loans include a term providing for such options and s

(i) Either has been approved by the central Goveissue of debentures or the raising of the loanswith Rules, if any, made by that Government i

(ii) In the case of debentures or loans or otheissued to, or loans obtained from the Goinstitution specified by the Central Governmhas been approved by the special resolutioCompany in General Meeting before the issueor the raising of the loans.

(B) Any increase in the subscribed Capital of the Company by Shares, whether out of un-issued Share Capital or out oCapital or otherwise, shall be effected in accordance wrequirements of Law.

(C) Any acquisition of Shares or other Securities of the Compawho can acquire Securities of a company incorporated incompliance with any applicable laws, regulations or g

requirements of Law.

14. SHARES AT THE DISPOSAL OF THE DIRECTORS

(A) Subject to the provisions of Section 81 of the Act, if appArticles, the Shares in the Capital of the Company f(including any Shares forming part of any increased Capitashall be under the control of the Board who may issue,dispose of the same or any of them to such Persons, in s

on such terms and conditions and either at a premiumdiscount (subject to compliance with the provisions of Sethe Act) at such time as they may from time to time thinsanction of the Members to give to any Person or Personsto apply for any Shares either at par or premium or at a distime and for such consideration as the Directors think fit, aallot Shares in the Capital of the Company on payment inproperty sold and transferred or for any services rendered the conduct of its business and any Shares which may s

be issued as fully paid up Shares and if so issued, shafully paid Shares, provided however, notwithstanding option or right to call on Shares shall not be given to any without the sanction of the Company in the General Meetin

(B) In addition to and without derogating from powers for that

(C) Any application signed by or on behalf of an applicant

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Company, followed by an allotment of any Shares theacceptance of Shares within the meaning of these Articleswho thus or otherwise accepts any Shares and whoseRegister of Members shall for the purposes of these Articles

(D) The money, (if any), which the Board shall, on the allotmbeing made by them, require or direct to be paid by way otherwise, in respect of any Shares allotted by them, shall iinsertion of the name of the allottee, in the Register of Memof the holder of such Shares, become a debt due to and rCompany from the allottee thereof, and shall be paid by him

(E) Every Member, or his heirs, Executors, or AdministratorCompany, the portion of the Capital represented by hiswhich may for the time being remain unpaid thereon in suctime or times and in such manner as the Board shall froaccordance with the Articles require or fix for the payment th

(F) If any Share stands in the names of two or more Membersnamed in the Register of Members shall as regards receibonus, or service of notices and all or any other matters cCompany except voting at Meetings and the transfer of S

the sole holder thereof, but the joint holders of a Share shwell as jointly liable for the payment of all installments and cof such Shares, and for all incidents thereof according to the

(G) Except as ordered by a Court of competent jurisdiction or athe Company shall be entitled to treat the Member whose the Register of Members as the holder of any Share or whoas the Beneficial Owner of Sh