**Exhibit 3.28**

** **

**NATIONALCOMPANIES AND SECURITIES COMMISSION**

** **

** **

**COMPANIES(VICTORIA) CODE**

** **

** **

**MEMORANDUMAND ARTICLES OF ASSOCIATION**

** **

**OF**

** **

**QUETALAPTY. LTD.**

** **

** **

**CORRSSolicitors**

** **

**350William StreetMelbourneVictoria 3000**

** **

**(03)320 5555**

 

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**Companies(Victoria) Code**

** **

**CompanyLimited by Shares**

** **

**MEMORANDUMOF ASSOCIATION**

** **

**OF**

** **

**QUETALAPTY. LTD.**

** **

** **

1.                                       Thename of the company is QUETALA PTY. LTD.

 

2.                                       Subjectto the Companies (Victoria) Code, the Company has the rights, the powers andprivileges of a natural person and, without limiting the generality of theforegoing, has power:

 

(a)                                  toissue and allot fully or partly paid shares in the Company;

(b)                                 toissue debentures of the Company;

(c)                                  distributeany of the property of the Company among the members, in kind or otherwise;

(d)                                 togive security by charging uncalled capital;

(e)                                  togrant a floating charge on property of the Company;

(f)                                    toprocure the Company to be registered or recognized as a body corporate in anyplace outside the State; and

(g)                                 todo any other act that it is authorized to do by any other law.

 

3.                                       Theliability of the members is limited.

 

4.                                       Theshare capital with which the Company proposes to be registered is One HundredThousand dollars ($100,000.00) dividedinto One Hundred Thousand (100,000) shares of One dollar ($1.00) each withpower to increase or reduce the capital and to divide the shares in theoriginal or increased capital for the time being into several classes and toissue any part or parts of the original capital or increased capital for thetime being with such deferred qualified or special rights privileges orconditions with reference to preferential guaranteed fixed fluctuatingredeemable or to other dividend or interest or with such priority in thedistribution of assets or otherwise as shall from time to time be determined bythe Company.

 

5.                                       The full names addresses and occupations ofthe subscribers to this Memorandum of Association are as follows:

 
| PETER  DEAN  37 Jones Road  Tyabb 3913  Consultant | and | BRENDA  DEAN  37 Jones Road  Tyabb 3913  Consultant |
|----------------------------------------------------|-----|-----------------------------------------------------|

 

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We, the several persons whose names are subscribedhereto are desirous of being formed into a Company in pursuance of theMemorandum of Association and respectively agree to take the number of Sharesin the capital of the Company set out opposite our respective names.

 
| **Signature of Subscribers**                         | ** ** | **Number  of Shares** | ** ** | **Signature  and Address of Witness**                                            |
|------------------------------------------------------|------------|-----------------------|------------|----------------------------------------------------------------------------------|
|                                                 |       |                  |       |                                                                             |
| PETER  DEAN  37 Jones Road  Tyabb 3913 (Consultant)  |       | One Share             |       |                                                                             |
|                                                 |       |                  |       |                                                                             |
|                                                 |       |                  |       | VALERIE  JUNE GREGORY  427 Frankston-Flinders Road  Tyabb 3913  (Secretary) |
|                                                 |       |                  |       |                                                                             |
| BRENDA  DEAN  37 Jones Road  Tyabb 3913 (Consultant) |       | One Share             |       |                                                                             |
|                                                 |       |                  |       |                                                                             |
| Dated 1st  April 1989                           |       |                  |       |                                                                             |

 

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**INDEXOF ARTICLES**

** **
| **SECTION &  DESCRIPTION** | ** **                                                                                                                       |
|-------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|
| ** **                          | ** **                                                                                                                       |
| INTERPRETATION                      |                                                                                                                             |
| 1.-2.                               | Meanings assigned to words and expressions.                                                                                      |   |
|                                |                                                                                                                             |   |
| PROPRIETARY CLAUSE                  |                                                                                                                             |
| 3.                                  | Section 34 restrictions conditional to  a Proprietary Company.                                                              |   |
|                                |                                                                                                                             |   |
| EXEMPT PROPRIETARY                  |                                                                                                                             |
| 4.                                  | Exempt status of Company as defined in  Section 5 (1).                                                                      |   |
|                                |                                                                                                                             |   |
| CAPITAL CLAUSE                      |                                                                                                                             |
| 5.                                  | Nominal capital and division of shares.                                                                                          |   |
|                                |                                                                                                                             |   |
| SHARES                              |                                                                                                                             |
| 6. -9.                              | Conditions and rights of shares and control  thereof.                                                                            |   |
| 10.                                 | Modification of rights.                                                                                                          |   |
| 11. -12.                            | Share certificates.                                                                                                              |   |
| 13.-17.                             | Lien on shares.                                                                                                                  |   |
| 18.-27.                             | Calls on shares.                                                                                                                 |   |
| 28. -30.                            | Transfer of shares.                                                                                                              |   |
| 31. -33.                            | Transmission of shares.                                                                                                          |   |
| 34. -42.                            | Forfeiture of shares.                                                                                                            |   |
|                                |                                                                                                                             |   |
| CONVERSION OF SHARES INTO STOCK     |                                                                                                                             |
| 43. -46.                            |                                                                                                                             |   |
|                                |                                                                                                                             |   |
| ALTERATION OF CAPITAL               |                                                                                                                             |
| 47. -54.                            | Increases, consolidation and altering  rights to share capital.                                                                  |   |
|                                |                                                                                                                             |   |
| BORROWING POWERS                    |                                                                                                                             |
| 55. -58.                            | Directors borrowing authority on behalf of  Company.                                                                             |   |
|                                |                                                                                                                             |   |
| GENERAL MEETINGS                    |                                                                                                                             |
| 59. -62.                            | Requirements to hold annual general meeting  (Section 240 convening of general meetings on requisition  (Section 241). |   |
| 63. -74.                            | Proceedings at general meetings.                                                                                                 |   |
| 75. -89.                            | Voting of members.                                                                                                               |   |
| 90.                                 | Deadlock provision.                                                                                                              |   |
|                                |                                                                                                                             |   |
| DIRECTORS                           |                                                                                                                             |
| 91. -92.                            | Minimum and maximum.                                                                                                             |   |
| 93.                                 | Vacation of office.                                                                                                              |   |

 

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| **SECTION &  DESCRIPTION** | ** **                                                |
|-------------------------------------|-----------------------------------------------------------|
| ** **                          | ** **                                                |
| 94.                                 | Contracts of Directors.                                   |   |
| 96. -98.                            | Managing Director.                                        |   |
| 99. -102.                           | Powers of Directors.                                      |   |
| 103. -104.                          | Minutes of Directors Meetings.                            |   |
| 105. -112.                          | Proceedings of Directors.                                 |   |
| 113.                                | Alternate Directors.                                      |   |
|                                |                                                      |   |
| BRANCH REGISTER                     |                                                      |
| 114.                                |                                                      |   |
|                                |                                                      |   |
| SECRETARY                           |                                                      |
| 115.                                |                                                      |   |
|                                |                                                      |   |
| THE SEAL                            |                                                      |
| 116.                                | Signing and countersigning.                               |   |
|                                |                                                      |   |
| DIVIDENDS AND RESERVE               |                                                      |
| 117. -127.                          |                                                      |   |
|                                |                                                      |   |
| ACCOUNTS                            |                                                      |
| 128.                                | Proper accounts to be kept in accordance  with Code.      |   |
|                                |                                                      |   |
| CAPITALISATION OF PROFITS           |                                                      |
| 129. -130.                          |                                                      |   |
|                                |                                                      |   |
| AUDITORS                            |                                                      |
| 131.                                |                                                      |   |
|                                |                                                      |   |
| NOTICES                             |                                                      |
| 132. -136.                          | Serving of notices by Company.                            |   |
|                                |                                                      |   |
| WINDING UP                          |                                                      |
| 137.-138.                           |                                                      |   |
|                                |                                                      |   |
| INDEMNITY                           |                                                      |
| 139. -140.                          | Directors and officers indemnified out of  Company funds. |   |

 

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**Victoria**

** **

**Companies(Victoria) Code**

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**ACompany Limited by Shares**

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** **

**ARTICLESOF ASSOCIATION**

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**of**

** **

**QUETALAPTY. LTD.**

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** **

INTERPRETATION

 

# 1.                                       (a)                                  Inthese Articles unless there be something in the subject or context inconsistenttherewith the following words and expressions shall have the several meanings hereby assigned to them that is to say:-

#  

“The Code” shall mean the “Companies (Victoria) Code”of the State of Victoria or any statutory modification amendment orre-enactment thereof for the time being in force.

 

“Alternate Director” means any person who for the timebeing holds office as an Alternate Director duly appointed in accordance with Article 113.

 

“These Articles” shall mean these Articles ofAssociation as originally adopted or as from time to time duly added to oramended.

 

“The Company” shall mean the abovementioned Company.

 

“Directors” and “Board” shall mean all or any numberof the Directors for the time being of the Company acting in accordance withthese Articles.

 

“Dividend” shall mean any dividend arising from thedivision of the profits of the Company and shall include “bonus”.

 

“Member” shall mean a registered holder of any shareor stock of the Company.

 

“Office” or “Registered Office” shall mean theregistered office for the time being of the Company in its State ofincorporation.

 

“Paid” shall mean paid or credited as paid.

 

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“The Register” shall mean the register of members ofthe Company required to be kept by Section 256 of the Code.

 

“Registered Holder” shall mean any person for the timebeing registered in the Register as the holder of any shares or stock of theCompany.

 

“The Seal” or “The Common Seal” shall mean the commonseal of the Company.

 

“The Secretary” shall mean and include the Secretaryand any assistant or acting Secretary and any other person for the time beingappointed to perform whether alone or in addition to any other person orpersons the duties of a Secretary of the Company.

 

“Special Resolution” shall have the meaning assignedto that expression by Section 248 of the Code.

 

“Subsidiary” means any company or corporation whichfor the time being is deemed to be a subsidiary of the Company in accordancewith Section 7 of the Code.

 

“In writing” and “written” shall include printing andlithography and other modes of reproducing or representing words in a visibleform.

 

Words or expressions contained in these regulationsshall be interpreted in accordance with the provisions of the Code as in forceat the date at which such interpretation is required.

 

## (b)                                 Inthese Articles unless a different intention shall appear:

##  

### (i)                                     wordsimporting the singular number only shall include the plural number and vice versa;

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### (ii)                                  wordsimporting the masculine gender only shall include the feminine gender; and

###  

### (iii)                               words importing personsshall include companies and corporations.

###  

## (c)                                  Anyheading or marginal notes inserted in these Articles are included forconvenience only and shall not affect the construction thereof.

##  

# 2.                                       Theregulations contained in table “A” in the Third Schedule of the Code shallnot apply to the Company except in so far as they are repeated or contained inthese Articles.

#  

PROPRIETARY COMPANY

 

# 3.                                       TheCompany is a Proprietary Company and accordingly: -

#  

## (a)                                  Theright to transfer shares in the Company is restricted as hereinafter provided.

 

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## (b)                                 Thenumber of members of the Company (counting joint holders of shares as oneperson and not counting any person in the employment of the Company or of itssubsidiary or any person who, while previously in the employment of the Companyor of its subsidiary was, and thereafter has continued to be, a member of theCompany) shall not exceed fifty.

##  

## (c)                                  Anyinvitation to the public to subscribe for, and any offer to the public toaccept subscriptions for, any shares in, or debentures of, the Company ishereby prohibited.

##  

## (d)                                 Anyinvitation to the public to deposit money with, and any offer to the public toaccept deposits of money with the Company for fixed periods or payable at callwhether bearing or not bearing interest is hereby prohibited.

##  

EXEMPT PROPRIETARY COMPANY

 

# 4.                                       (a)                                  TheDirectors may as a condition precedent to the registration of any person as theholder of a share require that person and in the case of a transfer of thatshare the transferor or both to furnish them with any information supported (ifthe Directors so require) by a Statutory Declaration which they may considernecessary to enable them todetermine whether or not such registration will result in the Company ceasingto be an exempt proprietary company within the meaning of the Code and if theDirectors shall be of opinion that as a result of any such registration thestatus of the Company as an exempt proprietary company may or will beimperilled they may decline to register such person in respect of such share.

#  

## (b)                                 TheDirectors may at any time require any person whose name is entered in theRegister to furnish them with any information supported (if the Directors so require) by a Statutory Declarationwhich they may consider necessary for the purpose of determining whether or notthe Company is an exempt proprietary company within the meaning of the Code.

##  

## (c)                                  Ifthe Directors consider that by reason of the holding of any share by any personthe Company is no longer an exempt proprietary company they may give notice tosuch person in writing calling upon him to take such steps as shall in theiropinion be necessary to ensure the status of the Company as an exemptproprietary company provided that if any such notice is not complied withwithin three months of the date on which it is given the Directors mayauthorise some other person to take the steps or any of them required by suchnotice as so far as may be necessary to execute a valid transfer of the shareto some person nominated by them at a price equivalent to the fair market valueof the share at that time as determined by the Company’s Auditors.  In making any such determinations theAuditors shall act as experts and not as arbitrators.  The purchaser of any share under this powershall not be concerned to see to the application of the purchase money norshall his title to the share be affected by any irregularity or invalidity inthe proceedings in reference to the sale.

##  

## (d)                                 Ifany requirement of paragraph (b) or paragraph (c) of this Article is notcomplied with the Directors may withhold all dividends or other payments due or

 

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## becoming due to the holder (either alone or jointly with any otherperson) of the share in respect of which the requisition or notice as aforesaidis given.

##  

## (e)                                  Arequisition or notice referred to in this Article may include severalshares and in such case shall operate as if it were a separate notice orrequisition in respect of each share so included.

 

CAPITAL

 

# 5.                                       Thecapital of the Company is One Hundred thousand dollars ($100,000.00) dividedinto One Hundred thousand (100,000) shares of One dollar ($1.00) each.

#  

SHARES

 

# 6.                                       (a)                                  Subjectto the provisions of these Articles and without prejudice to any special rightspreviously conferred on the holders of any shares or class of shares and saveas provided by any contract with the Company the shares shall be under thecontrol of the Directors who may allot or otherwise dispose of the same to suchpersons on such terms and conditions at such times and either at a premium orat par or (subject to the provisions of Section 118 of the Code) at adiscount and with such preferred deferred or other special rights restrictionsor exclusions whether in regard to dividend voting return of capital orotherwise and as belonging to the same class or to different classes as the Directorsmay determine with full power to give to any person the call of any shareseither at par or at a premium and for such time and for such consideration asthe Directors think fit.

#  

## (b)                                 TheCompany shall have power to issue preference shares which are or at the optionof the Company are to be liable to be redeemed and subject to the provisions ofSection 120 of the Code the Directors may exercise such power in anymanner they may think fit.

##  

# 7.                                       (a)                                  Whereany shares of the Company are issued for the purpose of raising money to defraythe expenses of the construction of any works of buildings or the provision ofany plant which cannot be made profitable for a long period the Company maysubject to the approval of the Court as required by Section 133 of theCode and to the conditions and restrictions mentioned in the said Section payinterest on so much of that share capital as is for the time being paid up andmay charge any sum so paid by way of interest to capital as part of the cost ofconstruction of the work or buildings or the provision of plant as the case maybe.

#  

## (b)                                 TheCompany shall not give whether directly or indirectly and whether by means of aloan guarantee the provision of security the release of an obligation theforgiving of a debt or otherwise any financial assistance for the purpose of orin connection with the acquisition or proposed acquisition by any person ofshares or units of shares in the Company or in a holding company (if any) ofthe Company nor shall the Company in any way directly or indirectly acquireshares or units of shares in the Company or purport to acquire shares or unitsof shares in a holding Company of the Company or lend money on the security ofits own shares or units of shares or shares or units of shares in a holding

 

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## Company of the Company but nothing in this Article shall prohibitor prevent any such transactions as are mentioned in sub-sections (7) (8) (9)(10) and (17) of Section 129 of the Code nor shall prejudicially affectthe power of the Company to enforce repayment of any loans made to members ofthe Company or to exercise any lien arising by virtue of Article 13.

##  

# 8.                                       Withoutprejudice to the right of the Company and/or any person to do any of the thingsmentioned in Sections 260 and 261 of the Code and except as by some competentCourt order or as otherwise by law required no person shall be recognized bythe Company as holding any share upon any trust and the Company shall not bebound by or compelled in any way to recognize (even when having notice thereof)any equitable contingent future or partial interest in any share or anyinterest in any fractional part of a share or any other rights in respect ofany share except an absolute right to the entirety thereof in the registeredholder.

#  

# 9.                                       TheDirectors shall ensure that the Company keeps a register giving with respect toeach Director of the Company the information required by Section 231 ofthe Code.

#  

MODIFICATION OF RIGHTS

 

# 10.                                 Ifat any time the share capital is divided into different classes of shares therights attached to any class (unless otherwise provided by the terms of issueof the shares of that class) may whether or not the Company is being wound upbe varied with the consent in writing of the holders of three-fourths of theissued shares of that class or with the sanction of a special resolution passedat a separate general meeting of the holders of the shares of the class.  To every such separate general meeting theprovisions of these Articles relating to General Meetings of the Company shallmutatis mutandis apply but so that the necessary quorum shall be two persons atleast holding or representing by proxy one-third of the issued shares of theclass and so that if at any adjourned meeting of such holders a quorum as abovedefined is not present such of those holders as are present shall be a quorumand further so that any holder of shares of the class present in person or byproxy may demand a poll and on a poll shall have one vote for each share ofthat class held by him.

#  

SHARE CERTIFICATES

 

# 11.                                 Everyperson whose name is entered as a member of the Company in the Register shallbe entitled without payment to receive a certificate under the common seal or(in the case of a certificate relating to a share or shares on a branchregister) under the common seal or an official seal of the Company inaccordance with the Code but in respect of a share or shares held jointly byseveral persons the Company shall not be bound to issue more than onecertificate and delivery of a certificate for a share to any one of severaljoint holders shall be sufficient delivery to all such holders.

#  

# 12.                                 Ifa certificate or any other document of title to shares is lost defaced ordestroyed a duplicate certificate or other document in lieu thereof shall beissued by the Company upon and subject to the conditions set out in Section 182of the Code on application by

 

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# the registered holder of the share or shares represented by thecertificate or other document of title so lost defaced or destroyed oralternatively on application by any other person who at the relevant time isthe owner of such certificate or other document of title within the meaning ofthe term “owner” as used in the said Section 182.

#  

LIEN ON SHARES

 

# 13.                                 TheCompany shall have a first and paramount lien on every share registered in thename of a member (whether solely or jointly with others) for all moneys(whether presently payable or not) due by him or his estate either alone orjointly with any other person to the Company. The Company’s lien on a share shall extend to all dividends payablethereon.

#  

# 14.                                 TheDirectors may at any time declare any share to be wholly or in part andconditionally or otherwise exempt from any lien which has arisen or may arisein favour of the Company.  Unlessotherwise agreed the registration of a transfer of a share shall operate as awaiver of the Company’s lien if any on such share.

#  

# 15.                                 TheDirectors may sell in such manner as they think fit any share on which theCompany has a lien but no sale shall be made unless a sum in respect of whichthe lien exists is presently payable nor until the expiration of fourteen daysafter notice in writing stating and demanding payment of such part of theamount in respect of which the lien exists as is presently payable has beengiven to the registered holder for the time being of the share or the personentitled thereto by reason of his death or bankruptcy.

#  

# 16.                                 Togive effect to any sale for enforcing a lien in purported exercise of thepowers hereinbefore conferred the Directors may appoint some person to executean instrument of transfer of the shares sold and may cause the purchaser’s nameto be entered in the register in respect of such shares.  Thepurchaser shall not be bound to see to the application of the purchase money orto the regularity of the proceedings in relation to the sale and his title tothe shares shall not be affected by any irregularity or invalidity in suchproceedings and after the purchaser’s name has been entered in the register inrespect of such shares the validity of the sale shall not be impeached by anyperson and the remedy of any person aggrieved by the sale shall be in damagesonly and against the Company exclusively.

#  

# 17.                                 Thenet proceeds of any such sale after deduction of the costs of the sale shall beapplied in or towards the payment of such part of the amount (including allinterest) in respect of which the Company’s lien exists as is presently payableand the residue if any shall (subject to the lien for sums not presentlypayable as existed upon the shares before the sale) be paid to the person whoat the date of sale was the registered holder of the shares or to his legalpersonal representative.

#  

CALLS ON SHARES

 

# 18.                                 TheDirectors may from time to time make such calls as they shall think fit uponthe members in respect of any moneys unpaid on the shares held by themrespectively (whether on account of the nominal value of the shares or by wayof premium) but no

 

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# such call shall be made either in respect of any moneys which are bythe conditions of allotment of such shares made payable at fixed times orotherwise contrary to such conditions of allotment and each member shall paythe amount of every call so made on him to the persons and at the times andplace specified by the Directors.  A call may be made payable to instalments.

#  

# 19.                                 Ifby the terms of issue of any share or otherwise any amount is made payable tothe Company at any fixed time or by instalments whether on account of theamount of the share or by way or premium every such amount or instalment shallbe payable as if it were a call duly made by the Directors of which due notice hadbeen given and all the provisions of these Articles in respect of calls paymentof interest and expenses forfeiture or otherwise shall apply to such amount orinstalment accordingly.

#  

# 20.                                 Acall shall be deemed to have been made at the time when the resolution of theDirectors authorizing such call was passed.

#  

# 21.                                 TheDirectors may on the issue of shares differentiate between such shares orbetween the holders thereof as to the amount of calls to be paid and the timeof payment of such calls.

#  

# 22.                                 Thejoint holders of a share shall be severally as well as jointly liable for thepayment of all instalments and calls due in respect of such shares.

 

# 23.                                 Fourteendays’ notice of every call shall be given specifying the time and place ofpayment and to whom such call shall be paid PROVIDED THAT before the time forpayment of such call the Directors may by notice in writing to the membersrevoke the same or extend the time for payment thereof.

#  

# 24.                                 Ifthe sum payable in respect of any call or instalment be not paid on or beforethe day appointed for the payment thereof the person from whom the sum is dueshall be liable to pay interest on the sum at such rate not exceeding twentydollars per centum per annum as the Directors shall determine from the dayappointed for the payment thereof to the day of actual payment but theDirectors may waive the payment of interest wholly or in part.

#  

# 25.                                 Onthe trial or hearing of any action for the recovery of any money due for anycall it shall be sufficient to prove that the name of the member sued isentered in the Register as the holder or one of the holders of the shares inrespect of which such debt accrued; and that the resolution making the call isduly recorded in the minute book; and that notice of such call in pursuance ofthese Articles was duly given to the member sued; and it shall not be necessaryto prove the appointment of the Directors who made such call or any othermatters whatsoever but the proof of the matters aforesaid shall be conclusiveevidence of the debt.

#  

# 26.                                 TheDirectors may if they think fit receive from any member willing to advance thesame all or any part of the money unpaid upon the shares held by him beyond thesums actually called up thereon.  Uponthe moneys so paid in advance or on so much thereof as from time to timeexceeds the amount of the calls then made the Company may pay or allow interestat such rate as may be agreed upon between the Directors and the members

 

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# paying any such sum in advance but any amount for the time being paidin advance of calls shall not be included or taken into account in ascertainingthe amount of any dividend payable upon the shares in respect of which suchadvance has been made.  The Directors mayat any time repay the amount so advanced upon giving to such member one month’snotice in writing.

#  

# 27.                                 Nomember shall be entitled in respect of any of the shares in the Company held byhim whether alone or jointly with any other person to receive any dividend orto be present or to vote on any question either personally or by proxy at anygeneral meeting or upon a poll or to be counted in a quorum whilst any part ofa call or other sum shall be due and payable to the Company in respect of anyof such shares.

#  

TRANSFER OF SHARES

 

# 28.                                 (a)                                  Subjectto these Articles, a member may transfer all or any of his shares by instrumentin writing in any usual or common form or in any other form that the Directorsapprove.

#  

## (b)                                 Aninstrument of transfer referred to in sub-article 28(a) shall be executedby or on behalf of both the transferor and the transferee.

##  

## (c)                                  Atransferor of shares remains the holder of the shares transferred until thetransfer is registered and the name of the transferee is entered in theregister of members in respect of the shares.

##  

# 29.                                 Theinstrument of transfer must be left for registration at the registered officeof the Company, together with such fee (if any) not exceeding $1.00 as theDirectors require, accompanied by the certificate of the shares to which itrelates and such other information as the Directors properly require to showthe right of the transferor to make the transfer, and thereupon the Companyshall, subject to the powers vested in the Directors by these regulations,register the transferee as a shareholder.

#  

# 30.                                 Theregistration of transfers may be suspended at such times and for such periodsas the Directors from time to time determine not exceeding in the whole 30 daysin any year.

#  

TRANSMISSION OF SHARES

 

# 31.                                 Inthe case of the death of a member, the survivor or survivors where the deceasedwas a joint holder, and the legal personal representatives of the deceasedwhere he was a sole holder, shall be the only persons recognised by the Companyas having any title to his interest in the shares, but this Article doesnot release the estate of a deceased joint holder from any liability in respectof a share that had been jointly held by him with other persons.

#  

# 32.                                 (a)                                  Subjectto the Bankruptcy Act, 1966 a person becoming entitled to a share inconsequence of the death or bankruptcy of a member may, upon such informationbeing produced as is properly required by the Directors, elect either to beregistered himself as

 

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# holder of the share or to have some other person nominated by himregistered as the transferee of the share:

#  

## (b)                                 Ifthe person becoming entitled elects to be registered himself, he shall deliveror send to the Company a notice in writing signed by him stating that he soelects.

##  

## (c)                                  Ifhe elects to have another person registered, he shall execute a transfer of theshare to that other person.

##  

## (d)                                 Allthe limitations, restrictions and provisions of these Articles relating to theright to transfer, and the registration of transfer of, shares are applicableto any such notice or transfer as if the death or bankruptcy of the member had not occurred and thenotice or transfer were a transfer signed by that member.

##  

# 33.                                 (a)                                  Wherethe registered holder of a share dies or becomes bankrupt, his personalrepresentative or the trustee of his estate, as the case may be, is, upon theproduction of such information as is properly required by the Directors,entitled to the same dividends and other advantages, and to the same rights(whether in relation to meetings of the Company, or to voting or otherwise), asthe registered holder would have been entitled to if he had not died or becomebankrupt.

#  

## (b)                                 Wheretwo or more persons are jointly entitled to any share in consequence of thedeath of the registered holder, they shall, for the purpose of theseregulations, be deemed to be joint holders of the share.

##  

FORFEITURE OF SHARES

 

# 34.                                 Ifany member fails to pay any call or instalment of a call by the day appointedfor the payment thereof the Directors may at any time thereafter while any part of the call or instalmentremains unpaid serve a notice on such member requiring him to pay the sametogether with any interest that may have accrued and all expenses that may havebeen incurred by the Company by reason of such non-payment.

#  

# 35.                                 Thenotice shall name a further day (not earlier than the expiration of fourteendays from the date of service of such notice) and a place or places on and atwhich such call or instalment and such interest and expenses as aforesaid (ifany) are to be paid.  The notice shallalso state that in the event of non-payment at or before the time and at theplace appointed the share in respect of which the call was made or theinstalment or other money is payable will be liable to be forfeited.

#  

# 36.                                 Ifthe requirements of any such notice as aforesaid are not complied with anyshare in respect of which such notice has been given may at any time thereafterbefore payment of all calls or instalments and interest and expenses (if any)due in respect thereof be forfeited by a resolution of the Directors to thateffect.  Such forfeiture shall includeall dividends declared in respect of the forfeited share and not actually paidbefore the forfeiture.

 

9

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# 37.                                 Whenany share shall have been so forfeited notice of the forfeiture shall be givento the holder of the share or the person entitled thereto by transmissionimmediately prior to the forfeiture and an entry of the forfeiture with the datethereof shall forthwith be made in the register but the failure to give suchnotice or to make such entry shall not in any way invalidate the forfeiture.

#  

# 38.                                 Anyshare so forfeited shall be deemed to be the property of the Company and theDirectors may sell re-allot and otherwise dispose of the same in such mannerand in such terms as they think fit.

#  

# 39.                                 TheDirectors may at any time beforeany share so forfeited shall have been sold re-allotted or otherwise disposedof annul the forfeiture thereof upon such terms and conditions as they thinkfit.  In the event of any share soforfeited being sold re-allotted or otherwise disposed of within twelve monthsof the date of forfeiture thereof any residue of moneys remaining aftersatisfaction of the unpaid calls or instalments accrued interest and expensesshall be paid to the person whose share shall have been forfeited or to hislegal personal representative.

#  

# 40.                                 Aperson whose share has been forfeited shall notwithstanding such forfeiture beliable to pay and shall forthwith pay to the Company all calls instalments interest and expenses owingand presently payable upon or in respect of and not paid on such share at thetime of forfeiture together with interest thereon at the rate of twenty dollars($20.00) per centum per annum from the date of the forfeiture to the date ofpayment in the same manner in all respects as if the share had not beenforfeited without any deduction or allowance for the value of the share at thetime of forfeiture; and the Directors may enforce the payment of such moneys orany part thereof if they think fit but shall not be under any obligation so todo.  Such liability of any such personshall cease if and when the Company shall have received payment in full of allsuch moneys in respect of the share so forfeited.

#  

# 41.                                 Astatement in writing declaring that the person making the statement is aDirector or Secretary of the Company or is a person duly authorized by theDirectors to make such a statement and that a share in the Company has beenduly forfeited on a date stated in the declaration and has been soldre-allotted or otherwise disposed of in accordance with the Articles of theCompany shall as against all persons claiming to be entitled to the share beprima facie evidence of the facts therein stated.  The Company may receive the consideration ifany given for the share on any sale re-allotment or other disposition thereofand may (in an appropriate case) execute or appoint a person to execute atransfer of the share in favour of the person to whom the share is soldre-allotted or otherwise disposed of and such person shall thereupon beregistered as the holder of the share which shall thereupon be deemed to befree and discharged from, all calls instalments interest and expenses due andowing to the Company in respect thereof prior to such purchase re-allotment orother disposition and such person shall not be bound to see to the applicationof the purchase money if any nor shall his title to the share be affected byany irregularity or invalidity in the proceedings relating to the forfeiture orthe sale re-allotment or other disposition of the share.

 

10

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# 42.                                 Theprovisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a share becomes payableat a fixed time whether on account of the nominal value of the share or by way of premium as if the same hadbeen payable by virtue of a call duly made and notified.

#  

CONVERSION OF SHARES INTO STOCK

 

# 43.                                 TheCompany by resolution may convert any paid up shares into stock and re-convertany stock into paid up shares of any denomination.

#  

# 44.                                 Theholders of stock may transfer the same or any part thereof in the same mannerand subject                           to thesame regulations as and subject to which the shares from which the stock arosemight previously to conversion have been transferredor as near thereto as circumstances admit; but the Directors may from time totime fix the minimum amount of stock transferable and restrict or forbid thetransfer of fractions of that minimum, but the minimum shall not exceed thenominal amount of the shares from which the stock arose.

#  

# 45.                                 Theholders of stock shall according to the amount of the stock held by them havethe same rights privileges and advantages as regards dividends voting atmeetings of the Company and other matters as if they held the shares from whichthe stock arose, but no such privilege or advantage (except participation inthe dividends and profits of the Company and in the assets on winding up) shallbe conferred by any such aliquot part of stock which would not if existing inshares have conferred that privilege or advantage.

#  

# 46.                                 Suchof the regulations of the Company as are applicable to paid-up shares shallapply to stock, and the words “share” and “shareholder” therein shall include “stockholder”.

#  

ALTERATION OF CAPITAL

 

# 47.                                 TheCompany may from time to time by resolution: -

#  

## (a)                                  increasethe share capital by such sum to be divided into shares of such amount as theresolution shall prescribe;

##  

## (b)                                 consolidateand divide all or any of its share capital into shares of larger or smalleramount than its existing shares.

##  

# 48.                                 Withoutprejudice to any special rights or privileges attached to any then existingshares of the Company the new shares shall be issued upon such terms andconditions and with such rights and privileges annexed thereto as the GeneralMeeting resolving upon the creation thereof shall direct and insofar as nodirection be given as the Directors shall determine; and in particular such newshares may be issued with a preferential or qualified right to dividends and inthe distribution of the assets of the Company and with a special or without anyright of voting.

#  

# 49.                                 TheCompany in General Meeting may by special resolution before the issue of anynew shares determine that such shares or any of them be offered in the firstinstance either at par or at a premium to all the existing holders of any one or more classes of sharesin

 

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# proportion to the amount of capital held bythem respectively or make any other provisions as to the issue and allotment ofthe new shares; but in default of any such determination or insofar as the sameshall not extend the new shares may be dealt with as if they formed part of theshares comprising the original capital.

#  

# 50.                                 Exceptas otherwise provided by the conditions of issue or by these Articles anycapital raised by the creation of new shares shall be subject to the same provisions with reference toallotment the payment of calls and instalments transfer and transmissionforfeiture lien surrender and otherwise as the shares in the original sharecapital.  Unless it is otherwisedetermined in accordance with these Articles the new shares shall be ordinaryshares.

#  

# 51.                                 TheCompany may from time to time by resolution subdivide its shares or any of theminto shares of a smaller amount so however that in the subdivision theproportion between the amount paid and the amount (if any) unpaid on eachsubdivided share shall be the same as it was in the case of the share fromwhich the subdivided share is derived.

#  

# 52.                                 Theresolution whereby any share is subdivided may determine that as between theholders of the shares resulting from such subdivision one or more of suchshares shall have some preference or special advantage as regards dividendscapital voting or otherwise over or as compared with the others or other.

#  

# 53.                                 TheCompany may by resolution cancel shares which at the date of the passing of theresolution in that behalf have not been taken or agreed to be taken by anyperson or which have been forfeited and may diminish the amount of its sharecapital by the amount of the shares so cancelled and the Directors may onbehalf of the Company accept surrenders of shares in any case in which it islawful for the Company so to do.

#  

# 54.                                 TheCompany may from time to time by special resolution subject to the provisionsof the Code and to the provisions of Article 10 reduce its capital and anycapital redemption reserve fund or any share premium account by paying offcapital or cancelling capital which has been lost or is unrepresented byavailable assets or reducing the liability on the shares or otherwise as mayseem expedient and the capital may be paid off upon the footing that it may becalled up again or otherwise.

#  

BORROWING POWERS

 

# 55.                                 TheDirectors may from time to time at their discretion borrow with or withoutgiving security therefore any sum or sums of money for the purposes of theCompany.

#  

# 56.                                 TheDirectors may raise or secure the repayment of such sum or sums in such mannerand upon such terms and conditions in all respects as they think fit inparticular by the issue of notes, bonds perpetual or redeemable debentures ordebenture stock or any mortgage charge or other security on the undertaking orthe whole or any part of the property of the Company (both present and future)including its uncalled capital for the time being.  Debentures, debenture stock, bonds, notes orother securities may be made assignable free from any equities between theCompany and the person to whom the same may be issued.  Any debentures, debenture stock, bonds, notesor other securities may be issued at a discount premium or otherwise and withany special privileges as to redemption

 

12

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# surrender drawings allotment of shares attending and voting at GeneralMeetings of the Company appointment of Directors and otherwise.

#  

# 57.                                 Ifthe Directors or any of them or any other person shall become personally liablefor the payment of any sum primarily due from the Company the Directors mayexecute or cause to be executed any mortgage charge or security over oraffecting the whole of any part of the assets of the Company by way ofindemnity to secure the Directors or persons so becoming liable as aforesaidfrom any loss in respect of such liability.

#  

# 58.                                 TheDirectors shall cause a proper register to be kept in accordance with thecompanies Code of all charges specifically affecting the property of theCompany and shall duly comply with the requirements of Part IV Division 9 ofthe Code in regard to the registration of charges.

#  

GENERAL MEETINGS

 

# 59.                                 TheCompany shall in each calendar year hold a General Meeting as its AnnualGeneral Meeting within five months or if an exempt proprietary company withinsix months after the end of its financial year in addition to any othermeetings in that year and shall specify the meeting as such in the noticescalling it; PROVIDED THAT the Company may hold its first Annual General Meetingwithin eighteen months after its incorporation but the Company shall hold suchmeeting within five months or if an exempt proprietary company within sixmonths after the end of its financial year. An annual General Meeting shall be held at such time and place as shallbe determined by the Directors and indicated in the notices calling it.  The Company shall be deemed to have held anAnnual General Meeting if it has held a General Meeting which complies with Section 240(3) or (4) of the Code.

#  

# 60.                                 EveryGeneral Meeting shall be specified as such in the notices calling it.

#  

# 61.                                 TheDirectors may whenever they think fit convene a General Meeting and GeneralMeetings shall also in accordance with the provisions of Section 241 ofthe Code be convened on such requisition or in default may be convened by suchrequisionists as provided by the said Section.

#  

## (a)                                  Subjectto the provisions of Section 248 of the Code relating to specialresolutions and to paragraph (b) of this Article fourteen days’ notice atthe least of any General Meeting (exclusive of the day on which the notice isserved or deemed to be served but inclusive of the day for which the notice isgiven) specifying the place day and hour of meeting and in the case of specialbusiness the general nature of such business shall be given in the mannerhereinafter mentioned to the members or such persons as are entitled underthese Articles to receive notices from the Company.

##  

## (b)                                 Withthe consent of all the members entitled to attend and vote thereat in the caseof an Annual General Meeting or in the case of any other General Meeting withthe consent of a majority in number of the members having the right to attendand vote thereat being a majority which together holds not less thanninety-five per centum in nominal value of the shares giving the right to soattend and vote such Meeting may be

 

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## convened on less than fourteen days’ notice.  Consent by any one of several joint holdersof a share shall be deemed to be consent by all holders of that share.

 

# 62.                                 Theaccidental omission to give notice of any meeting to or the non-receipt of anynotice by any member shall not invalidate the proceedings at any such meetingor any resolution passed thereat.

#  

PROCEEDINGS AT GENERAL MEETINGS

 

# 63.                                 Thebusiness of an Annual General Meeting shall be to receive and consider theprofit and loss account the balance sheet and the reports of the Directors andof the Auditors and the Statement of the Directors to elect Directors andAuditors in place of those retiring and to declare dividends and to transactany other business which under these Articles and the Code ought to betransacted at an Annual General Meeting. All other business transacted at an Annual General Meeting and allbusiness transacted at a General Meeting shall be deemed special business.

#  

# 64.                                 Nobusiness shall be transacted at any General Meeting unless the quorum requisitebe present at the commencement of that business.  A quorum shall be two persons personallypresent or present by proxy.

#  

# 65.                                 Ifwithin fifteen minutes from the time appointed for the meeting a quorum is notpresent the meeting if convened upon the requisition of members shall bedissolved; but in any other case it shall stand adjourned to the same day inthe next week at the same time and place or to such other day time and place asthe Directors may by notice to the members appoint.  If at such adjourned meeting a quorum is notpresent within fifteen minutes from the time appointed for the meeting themeeting shall be dissolved.

#  

# 66.                                 TheChairman of Directors or in his absence the Deputy Chairman if any shallpreside at every General Meeting.  Ifthere be no Chairman or Deputy Chairman of Directors or if at any meeting he orthey shall not be present within fifteen minutes after the time appointed forholding such meeting or being present shall be unwilling to act as Chairman ofthe meeting the Directors present shall choose a Chairman and in default oftheir doing so the members present shall choose one of the Directors present tobe Chairman of the meeting or if no Director be then present or if all theDirectors then present decline to take the chair the members personally presentshall choose one of their number to be Chairman of the meeting.

#  

# 67.                                 TheChairman of a General Meeting may with the consent of any meeting at which aquorum is present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place but no business shall be transactedat any adjourned meeting other than the business left unfinished at the meetingfrom which the adjournment took place. If any meeting or adjourned meeting of the Company shall be adjournedfor more than fourteen days notice of such adjournment shall be given to themembers in the same manner in which the notice is directed to be given tomembers in respect of the original meeting but it shall not be necessary tospecify in such notice the nature of the business to be transacted at suchadjourned meeting.  Save as aforesaid it

 

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# shall not be necessary to give any notice of an adjournment or of thebusiness to be transacted at any adjourned meeting.

#  

# 68.                                 Atany General Meeting a resolution put to the vote of the meeting shall bedecided on a show of hands unless a poll is (before or on the declaration ofthe result of the show of hands) demanded:

#  

## (a)                                  bythe Chairman of the Meeting;

##  

## (b)                                 byany member or members present in person or by proxy and representing not lessthan one-tenth of the total voting rights of all the members having the rightto vote at the meeting; or

##  

## (c)                                  bya member or members holding shares in the Company conferring a right to vote atthe meeting being shares on which an aggregate sum has been paid up equal tonot less than one-tenth of the total sum paid up on all the shares conferringthat right.  Unless a poll is so demandeda declaration by the Chairman of the Meeting that a resolution has on a show ofhands been carried or carried unanimously or by a particular majority or lostor not carried by a particular majority and an entry to that effect in the bookcontaining the minutes of the proceedings of the Company shall be conclusiveevidence of the fact without proof of the number or proportion of the votesrecorded in favor of or against the resolution.

##  

# 69.                                 Except             as provided in Article 71if a poll is duly demanded it shall be taken in such manner and at such time(within fourteen days) and place as theChairman of the fleeting directs and the result of the poll shall be deemed tobe the resolution of the meeting at which the poll was demanded.  No notice need be given of a poll not takenimmediately.

#  

# 70.                                 Thedemand for a pollshall not prevent the continuance of a meeting forthe transaction of any business other than the question for which a poll hasbeen demanded.  The demand for a poll maybe withdrawn.

#  

# 71.                                 Nopoll shall be demanded on the election of a Chairman of a meeting.  A poll demanded on a question of adjournmentshall be taken at the meeting and without adjournment.

 

# 72.                                 Inthe case of an equality of votes, whether on a show of hands or on a poll, theChairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall not beentitled to a second or casting vote.

#  

# 73.                                 Subjectto the provisions of the Code a resolution signed by all the members of theCompany for the time being entitled to vote shall be as valid and effectual asif it had been passed at a duly convened and constituted General Meeting of theCompany.  A resolution shall have effect pursuant to this Article notwithstandingthat the members entitled to vote sign separate copies of the resolution.

#  

# 74.                                 Inaccordance with Section 244 of the Code any corporation which is a memberof the Company may by resolution of its directors or other governing bodyauthorize such person as it thinks fit to act as its representative at any General Meeting of the Company

 

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# or of any class of members of the Company andthe person so authorized shall be entitled to exercise the same powers onbehalf of the corporation which he represents as that corporation couldexercise if it were an individual member of the Company.  When such a representative of a corporationis present at a meeting of the Company and is a person not otherwise entitledto be present at such meeting the corporation which he represents shall for thepurpose of these Articles be deemed to be personally present at the meeting.

#  

VOTES OF MEMBERS

 

# 75.                                 Amember shall be entitled to be present and to vote on any question eitherpersonally or by proxy or as proxy for any other member at any general meetingor upon a poll or on any resolution passed in accordance with Article 73and to be reckoned in a quorum in respect of any full paid-up share and anyshares upon which all calls or instalments due and payable to the Company shallhave been paid but subject to any contrary provision of these Articles and tothe conditions of issue of any share not otherwise.

#  

# 76.                                 Subjectto the other provisions of these Articles on a show of hands every memberpersonally present or present by proxy or by virtue of Article 74 deemedto be personally present shall have one vote and upon a poll every memberpresent in person or by proxy or attorney or being a corporation by arepresentative duly appointed pursuant to the said Article 74 shall haveone vote for every share held by him.

#  

# 77.                                 Ona poll a member entitled to more than one vote need not if he votes use all hisvotes or cast all the votes he uses in the same way.

#  

# 78.                                 Wherethere are joint holders of any share the vote of the senior of them who tendersa vote whether in person or by proxy shall be accepted to the exclusion of thevotes of the other joint holders of such share; and for this purpose seniorityshall be determined by the order in which the names of such joint holders standin the Register of members.

#  

# 79.                                 Anyperson entitled to a share in consequence of the death or bankruptcy of amember may attend and vote at any General Meeting in respect thereof in thesame manner as if he were the registered holder of such share PROVIDED THATforty-eight hours at least before the time of holding the meeting or adjournedmeeting as the case may be at which he proposes to vote he shall satisfy theDirectors of his right to transfer such share or the Directors shall havepreviously admitted his right to vote at such meeting in respect thereof.

#  

# 80.                                 Amember who is of unsound mind or whose person or estate is liable to be dealtwith in any way under the law relating to mental health may vote whether on ashow of hands or on a poll by his committee or by his trustee or by such otherperson as properly has themanagement of his estate and any such committee trustee or other person mayvote by proxy or attorney.

#  

# 81.                                 Nomember shall be entitled to vote at any General Meeting unless all calls orother sums presently payable by him in respect of any shares in the Companyhave been paid.

 

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# 82.                                 Noobjection shall be raised to the qualification of any voter or otherwise to thevalidity of any vote except at the meeting or adjourned meeting at which thevote objected to is given or tendered and every vote not disallowed at suchmeeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman ofthe meeting whose decision shall be final and conclusive.

#  

# 83.                                 Ona poll votes may be given personally or by proxy or attorney or in the case ofa corporation by a representative duly authorized in accordance with Articles74.

#  

# 84.                                 Theinstrument appointing a proxy shall be in writing under the hand of theappointer or of his attorney duly authorized in writing or if the appointer isa corporation either under its seal or under the hand of an officer or attorneyduly authorized.  A Proxy need not be amember of the Company.  Every noticeconvening a meeting of the Company shall note that a member entitled to attendand vote is entitled to appoint one or more proxies to attend and vote insteadof him.

#  

# 85.                                 Theinstrument appointing a proxy and the power of attorney or other authority ifany under which it is signed or a notarially certified copy of that power orauthority shall be deposited at the registered office of the Company or at suchother place as is specified for that purpose in the notice convening themeeting not less than forty-eight hours before the time for holding the meetingor adjourned meeting at which the person named in the instrument proposes tovote or in the case of a poll not less than twenty-four hours before the timeappointed for the taking of the poll and in default the instrument of proxy shallnot be treated as valid.  No instrumentof proxy shall be valid after the expiration of twelve months from the date ofits execution except at an adjourned meeting or on a poll demanded at a meetingor adjourned meeting in case where the meeting was originally held withintwelve months from that date.

#  

# 86.                                 Aninstrument appointing a proxy shall be in the following form or a form as nearthereto as circumstances admit: -

#  

                                                                                                                                                                           Limited

 

I/We,                       of                       being a member/members of the above-named Company hereby appoint                       of                        or failing him,                        of                        as my/our proxy to vote for me/us on my /our behalf at the (annual orextraordinary, as the case may be) general meeting of the Company to be held onthe        day of                   ,19     and at any adjournment thereof.

 

Signed this        dayof                       ,19                       *in favour of the resolution.

 

This form is to be usedagainst                          .

 

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* Strike out whichever is not desired.  (Unless otherwise instructed the proxy mayvote as he thinks fit).

 

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# 87.                                 Theinstrument appointing a proxy shall be deemed to confer authority to demand orjoin in demanding a poll.

#  

# 88.                                 Anymember may by power of attorney duly executed in the presence of one witness atleast appoint an attorney to act on his behalf at all or any meeting of theCompany and such power of attorney or a properly certified copy thereof shallat least forty-eight hours before the time for holding the meeting be depositedwith the Secretary at the office together with such evidence (if any) of thedue execution thereof and the non-revocation thereof as the Directors mayrequire.

#  

# 89.                                 Avote at a general meeting in accordance with the terms of an instrument ofproxy or a power of attorney shall be valid notwithstanding the previous deathof the principal or revocation of the proxy or power of attorney or transfer ofthe share in respect of which the vote is given provided no intimation inwriting of the death revocation or transfer shall have been received at theoffice before the meeting.

#  

DEADLOCK: MEETINGS OF MEMBERS OR DIRECTORS

 

# 90.                                 Ifupon a poll there is an equality of votes for and against any motion theChairman shall not be entitled to any second or casting vote.

#  

DIRECTORS

 

# 91.                                 Thenumber of Directors shall not be less than two nor more than nine provided thatthe Company may from time to time by resolution increase or reduce the numberof Directors but shall not reduce the minimum number of Directors to below two.

#  

# 92.                                 (a)                                  Thefirst Directors of the Company shall be appointed by the subscribers to theMemorandum and Articles of Association.

#  

## (b)                                 TheCompany in General Meeting may by resolution appoint any person as a Directoreither to fill a casual vacancy or as an addition to the number of Directors,but so that the total number of Directors shall not at any time exceed themaximum number (if any) fixed in accordance with these Articles.

##  

## (c)                                  TheDirectors shall have power at any time and from time to time to appoint anyother person as a Director, either to fill a casual vacancy or as an additionto the board, but so that the total number of Directors shall not at any timeexceed the maximum number (if any fixed in accordance with these Articles).

##  

## (d)                                 Unless otherwisedetermined by the Company in general meeting there shall be no shareholding requirement for a Director.

##  

## (e)                                  Allthe Directors of the Company shall be natural persons.

 

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## (f)                                    TheCompany in general meeting may at any time by resolution remove any Directorfrom office.

##  

VACATION OF OFFICE

 

# 93.                                 Inaddition to the circumstances in which the office of a Director becomes vacantby virtue of the Code or by virtue of any order made under the Code the officeof a Director shall ipso facto be vacated:

#  

## (a)                                  Ifhe becomes bankrupt or insolvent or suspends payment or compounds with hiscreditors;

##  

## (b)                                 Ifhe be convicted of an indictable offense;

##  

## (c)                                  Ifhe becomes of unsound mind or a person whose person or estate is liable to bedealt with in any way under any law relating to mental health;

##  

## (d)                                 Ifby notice in writing to the Company he resigns his office.

##  

PROVIDED THAT no proceedings of the Board shall beinvalidated by reason of any Director taking part or concurring therein beingthen disqualified.

 

DIRECTOR’S CONTRACTS

 

# 94.                                 NoDirector shall be disqualified by his office from holding any office or placeof profit (except that of Auditor) under the Company or under any corporationin which this Company shall be a shareholder or which is a member of thisCompany or otherwise interested or from contracting with the Company either asvendor purchaser or otherwise nor shall any such contract or any contract orarrangement entered into by or on behalf of the Company in which any Directorshall be in any way interested be avoided nor shall any Director be liable toaccount to the Company for any profit arising from any such office or place ofprofit or realized by any such contract or arrangement by reason only of suchDirector holding that office or of the fiduciary relationship therebyestablished but the nature of his interest must be declared by him inaccordance with the provisions of the Code. A Director may be counted in a quorum and may vote in respect of anycontract or arrangement in which he is interested.  A general notice that a Director is a memberof any specified firm or corporation and is to be regarded as interested in alltransactions with that firm or corporation shall be a sufficient declarationunder this Article as regards such Director and the said transactions andafter such general notice it shall not be necessary for such Director to giveany special notice relating to any particular transaction with that firm orcorporation.  It shall be the duty of theSecretary to record in the Minutes any declaration made or any general noticeas aforesaid given by a Director in pursuance of this Article.

#  

# 95.                                 ADirector of the Company may be or become a Director or other officer of orotherwise interested in any corporation promoted by the Company or which is asubsidiary or parent of the Company or in which the Company may be interestedin any way whatsoever and no such Director shall be accountable to the Companyfor any remuneration or other

 

19

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# benefits received by him as a Director or officer of or from hisinterest in such corporation unless the Company otherwise directs.

#  

The Directors may exercise the voting power conferred by the shares inany such other corporation held or owned by the Company or exercisable by themas Directors of such other corporation in such manner in all respects as theythink fit (including the exercise thereof in favour of any resolutionappointing themselves or any of the Directors or other officers of suchcorporation) and any Director may vote in favour of the exercise of such votingrights in manner aforesaid notwithstanding that he may be or be about to beappointed a Director or other officer of such corporation and as such is or maybecome interested in the exercise of such voting rights in manner aforesaid.

 

MANAGING DIRECTOR

 

# 96.                                 TheDirectors may from time to time appoint one or more of their body to the officeof Managing Director for such period and on such terms as they think fit andsubject to the terms of any contract between him and the Company may revokesuch appointment.  The appointment of aManaging Director shall be automatically determined if he cease from any causeto be a Director.

#  

# 97.                                 Theremuneration of a Managing Director and of any other executive Director shallsubject to any resolution of a General Meeting from time to time be fixed bythe Directors and may be by way of a fixed salary or of commission on dividendsprofits or turnover of the Company or of any corporation in which the Companyis interested or by participation in any such profits or by way of pension orretiring allowance or by any or all of those modes.

#  

# 98.                                 TheDirectors may from time to time entrust to and confer upon a Managing Directorany of the powers exercisable by them upon such terms and conditions and withsuch restrictions as they think fit and from time to time revoke withdraw alteror vary all or any of such powers.

#  

POWERS OF DIRECTORS

 

# 99.                                 Thebusiness of the Company shall be managed by the Directors who may pay allexpenses incurred in promoting and registering the Company and may exercise allsuch powers of the Company as are not by the Code or by these Articles requiredto be exercised by the Company in General Meeting subject nevertheless to anyof these Articles and to the provisions of the Code and also to suchregulations (not being inconsistent with the aforesaid Articles or provisions)as may be prescribed by the Company in General Meeting; but no such regulationmade by the Company in General Meeting shall invalidate any prior act of theDirectors which would have been valid if that regulation had not beenmade.  The general powers given by this Article shallnot be limited or restricted by any special authority or power given to theDirectors by any other Article.

#  

# 100.                           Withoutprejudice to the generality of Article 99 the Directors may exercise allof the powers of the Company in respect of borrowing money and securing therepayment

 

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# thereof and related matters whether such powers are derived from theseArticles from the Memorandum of Association of the Company or from any othersource.

#  

# 101.                           Directorsmay from time to time by power of attorney appoint any corporation firm orperson or body of persons fluctuating or otherwise whether nominated directlyor indirectly by the Directors to be the attorney or attorneys of the Companyfor such purposes and with such powers authorities and discretions (notexceeding those vested in or exercisable by the Directors under these Articles)and for such period and subject to such conditions as they may think fit andany such powers of attorney may contain such provisions for the protection andconvenience of persons dealing with any such attorney as the Directors thinkfit and may also authorize any such attorney to delegate all or any of thepowers authorities and discretions vested in him.

#  

# 102.                           Allcheques, promissory notes, drafts, bills of exchange and other negotiableinstruments and all receipts for moneys paid to the Company shall be signeddrawn accepted endorsed or otherwise executed as the case may be in such manneras the Directors shall from time to time by resolution determine.

#  

MINUTES

 

# 103.                           TheDirectors shall cause Minutes to be duly entered in books provided for thepurpose:

#  

## (a)                                  ofthe names of the Directors present at each meeting of the Board and of anycommittee of Directors;

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## (b)                                 ofall appointments of officers made by the Board;

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## (c)                                  ofall resolutions and proceedings of all meetings of the Company and of theDirectors and of committees of Directors.

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# 104.                           TheDirectors shall cause the minutes of every meeting of the Board or of theCompany to be signed by the Chairman of such meeting or by the Chairman of a succeeding meeting and ifpurporting to be so signed all suchminutes shall be evidence of the proceedings to which such minutes relate.

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PROCEEDINGS OF DIRECTORS

 

# 105.                           TheDirectors may meet together forthe despatch of business adjourn and otherwise regulate their meetings as theythink fit.  Questions arising at anymeeting shall be determined by a majority of votes.  Each Director present at a meeting (or if heis absent his alternate Director if any) and competent to vote shall have onevote.  A Director who is an AlternateDirector for one or more of the other Directors may in addition to giving hisown vote at a Meeting of the Directors give one vote on behalf of each otherDirector whom he represents as an Alternate Director at the meeting and who isnot personally present.  A Director mayand the Secretary shall at the request of any Director at any time summon ameeting of the Directors.

 

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# 106.                           Thequorum necessary for the transaction of the business of the Directors may befixed from time to time by the Directors and unless so fixed shall be two.  An Alternate Director shall be counted in aquorum at a meeting at which theDirector appointing him is not present and a Director or Alternate Directorinterested in any business of the meeting may be counted in a quorumnotwithstanding his interest; but a quorum shall not be constituted solely by aDirector who is also an Alternate Director for one or more other Directors.

#  

# 107.                           Ameeting of the Directors at which a quorum is present shall be competent toexercise all or any of the authorities powers and discretions by or under theseArticles for the time being vested in or exercisable by the Directors generally.

 

# 108.                           TheDirectors may elect any one of their number to be Chairman of their meetingsand may determine the period for which he is to hold office.  If noChairman is elected or if at any meeting the Chairman is not present withinfifteen minutes of the time appointed for holding the sane and willing to act the Directors present shallchoose some one of their numberto be Chairman of such meeting.

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# 109.                           TheDirectors may delegate any of their powers to committees consisting of suchmember or members of their body as they think fit.  Any committee so formed shall in the exerciseof the powers so delegated conform to any regulations that may be imposed on itby the Directors.  Save as aforesaid themeetings and proceedings of a committees consisting of more than one personshall be governed by the provisions of these Articles regulating theproceedings and meetings of Directors.

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# 110.                           Allacts done at any meeting of the Directors or of a committee of Directors or byany person acting as a Director shall not withstanding that it shall afterwardsbe discovered that there was some defect in the appointment or continuance inoffice of any such Directors or person acting as aforesaid or that they or anyof them were disqualified or had vacated office or were not entitled to vote beas valid as if every such person had been duly appointed or had duly continuedin office and was qualified and had continued to be a Director and had beenentitled to be a Director.

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# 111.                           Thecontinuing Directors may act notwithstanding any vacancy in their body but ifand so long as their number is reduced below the number fixed by or pursuant tothese Articles as the necessary quorum of Directors the continuing Directors orDirector may act for the purpose of increasing the number of Directors to thatnumber or of summoning a general meeting of the Company and for no otherpurpose.

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# 112.                           Aresolution in writing signed by all the Directors shall be as valid and effectual as if it hadbeen passed at a meeting of the Directors duly convened and held.

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ALTERNATE DIRECTORS

 

# 113.                           EachDirector shall have power from timeto time to appoint any person approved for that purpose by the majority of theother Directors to be an Alternate Director in his place during such times andfrom time to time as he shall appoint and shall have power at his discretion toremove such Alternate Director.  AnAlternate Director may act in the place

 

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# of the Director who appointed him and shall be entitled to notice ofevery meeting of the Directors as if he were a Director and may attend any suchmeeting and except while the Director who appointed him is also present votethereat as a Director (without prejudice to his right to vote on his ownaccount if he is himself a Director) and shall exercise and discharge all therights powers and duties of the Director he represents including the powerhereby granted for the appointment of an Alternate Director and shall besubject in all respects to the conditions existing with reference to the otherDirectors except that he shall not be required to hold qualification shares (ifany) and shall not be entitled to be remunerated otherwise than out of theremuneration of the Director who appointed him. In respect of suchremuneration (if any) the rights of the Alternate Director shall be against theDirector who appointed him only and not against the Company.  An Alternate Director shall be an officer ofthe Company and shall not be deemed to be the agent of the Director appointinghim.  If any Director who has for thetime being an Alternate Director shall cease to be a Director the AlternateDirector shall thereupon cease to be a Director.  Any appointment or removal of an AlternateDirector may be made by notice in writing delivered (by means including theordinary postal services) to the registered office of the Company or to theSecretary personally and shall take effect upon and from the time of suchnotice being so delivered.

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BRANCH REGISTER

 

# 114.                           TheDirectors may exercise all the powers of the Company in relation to anyofficial seal for use outside the State and in relation to Branch Registers.

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SECRETARY

 

# 115.                           TheSecretary of the Company shall be appointed by the Directors.  The Directors may at any time appoint a personas an additional Secretary or as Acting Secretary or as a temporary substitutefor the Secretary who shall for the purposes of these Articles be deemed to beand may be referred to as the Secretary.

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THE SEAL

 

# 116.                           TheDirectors shall provide a Common Seal for the Company and shall provide for thesafe custody of that seal which shall only be used by the authority of theDirectors previously given and in the presence of one Director at the least whoshall sign every instrument to which the seal is affixed and every suchinstrument shall be counter-signed by another Director or the Secretary or someother person appointed by the Directors. A Director may affix the seal to or sign any instrument as aforesaidnotwithstanding he may be in any way interested in the transaction.

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DIVIDENDS AND RESERVE

 

# 117.                           TheDirectors may from time to time declare such dividends as they may think fitand may fix the time for payment thereof.

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# 118.                           Nodividend shall be payable except out of the profits of the Company and no dividendshall carry interest as against the Company.

 

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# 119.                           Thedeclaration of the Directors as to the amount of the net profits of the Companyshall be conclusive.

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# 120.                           TheDirectors may before declaring any dividend set aside out of the profits of theCompany such sums as they think proper as a reserve or reserve fund to meet thecontingencies or for equalizing dividends or for special dividends or forrepairing improving and maintaining any property of the Company or for suchother purposes as the Directors shall in their absolute discretion thinkconducive to the interests of the Company and may invest the several sums toset aside upon such investments (other than shares of the Company) as they maythink fit and from time to time deal with and vary such investments and disposeof all or any part thereof for the benefit of the Company and may divide thereserve or reserve fund into such special funds as they think fit and employthe reserve or reserve fund or any part thereof in the business of the Company.

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# 121.                           Subjectto the provisions of these Articles and without prejudice to the rights of theholders of shares with special rights (if any):

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## (a)                                  TheDirectors may from time to time declare and pay to the holders of any class orclasses of shares such interim dividends as they think fit and such interimdividends may be paid out of current profits of the then financial year or outof any other profits as the Directors in their absolute discretion shall thinkfit and declare.

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## (b)                                 Finaldividends may be declared and paid out of any profits of the Company.

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## (c)                                  Interimand final dividends may be determined declared and paid in respect of one ormore classes of shares to the exclusion of the others or other.

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# 122.                           Subjectto and without prejudice to the foregoing provisions of these Articles theprofits of the Company shall be divisible amongst the members or any class ofmembers according to the amounts paid up on the shares held by them.

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# 123.                           TheDirectors may retain any dividend or other moneys payable on or in respect of ashare on which the Company has a lien and may apply the same in or towardssatisfaction of the debts liabilities or engagements in respect of which thelien exists.

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# 124.                           TheDirectors when declaring a dividend may make a call on the members of suchamount as they determine but so that the call on each member shall not exceedthe dividend payable to him and so that the call be made payable at the sametime as the dividend.  The dividend mayif so arranged between the Board and the member be set off against the call.

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# 125.                           Withthe sanction of a General Meeting any dividend may be paid wholly or in part bythe distribution of specific assets and in particular of paid-up shares ordebentures of any corporation or in any one or more of such ways.  Whereany difficulty arises in regard to such distribution the Directors may settlethe same as they think expedient and in particular may issue fractional certificates and fix the value for distributionof such specific assets or any part thereof and may determine that cashpayments shall be made to any members upon the footing of the value so fixed inorder to adjust the rights of all

 

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# members and may vest any such specific assets in trustees upon trustfor the members entitled to the dividend as may seem expedient to theDirectors.

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# 126.                           Anydividend interest or other moneys payable in cash in respect of shares may bepaid by cheque or warrant sent through the post directed to the registeredaddress of the holder or in the case of joint holders to the registered addressof that one of the joint holders who is first named on the Register (ofmembers) or to such person and to such address as the holder or joint holdersmay in writing direct.  Every such chequeor warrant shall be made payable to the order of the person to whom it issent.  Any one of two or more joint holdersmay give effectual receipts for any dividends bonuses or other moneys payablein respect of the shares held by them as joint holders.

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# 127.                           Alldividends unclaimed for one year after having been declared may be invested orotherwise made use of by the Directors for the benefit of the Company untilclaimed and the Company shall not be constituted a trustee in respect thereofPROVIDED HOWEVER that the Company shall comply with any applicable Statuterelating to Unclaimed Moneys.

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ACCOUNTS

 

# 128.                           TheDirectors shall cause proper accounting and other records to be kept and shalldistribute copies of balance sheets profit and loss accounts reports and otherdocuments as required by the Code and shall from time to time determine whetherand to what extent and at what times and places and under what conditions orregulations the accounting and other records of the Company or any of themshall be open to the inspection of members not being Directors and no member(not being a Director) shall have any right of inspecting any account or bookor paper of the Company except as conferred by Statute or authorized by theDirectors or by the Company in General Meeting.

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CAPITALISATIONOF PROFITS

 

# 129.                           TheDirectors may resolve that it is desirable to capitalise any part of the amountfor the time being standing to the credit of any of the Company’s reserveaccounts or to the credit of the profit and loss account or otherwise availablefor distribution (and not required for the payment or provision of the fixeddividend on any shares entitled to fixed preferential dividends) andaccordingly that such sums be set free for distribution amongst the members whowould have been entitled thereto if distributed by way of dividend and in thesame proportions on condition that the same be not paid in cash but be appliedeither in or towards paying up any amounts for the time being unpaid on anyshares or debentures of the Company to be allotted and distributed credited asfully paid up to and amongst such members in the proportion aforesaid or partlyin the one way and partly in the other and the Directors shall give effect tosuch resolution PROVIDED THAT a share premium account and a capital redemptionreserve fund may for the purposes of this Article only be applied in thepaying up of unissued shares tobe issued to members of the Company as fully paid bonus shares.

 

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# 130.                           Wheneversuch a resolution as is mentioned in Article 129 shall have been passedthe Directors shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully-paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Directors to makesuch provisions by the issue of fractional certificates or by payment in cashor otherwise as they think fit for the case of shares or debentures becomingdistributable in fractions and also to authorise any person to enter on behalfof all members entitled thereto into an agreement with the Company providing forthe allotment to them respectively credited as fully paid up of any furthershares (or debentures) to which they may be entitled upon such capitalisation(or as the case may require for the payment up by the Company on their behalfby the application thereto of their respective proportions of the profitsresolved to be capitalised of the amount or any part of the amounts remainingunpaid in their existing shares) and any agreement made under such authorityshall be effective and binding on all such members.

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AUDITORS

 

# 131.                           Subjectto the provisions of Section 279 of the Code Auditors shall be appointedand their appointment removal and duties shall be regulated in accordance withDivision 3 of Part VI of the Code.

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NOTICES

 

# 132.                           Anotice may be given by the Company to any member either personally or bysending it by post to him at his registered address or (if he has no registeredaddress within the State) to the address if any supplied by him to the Companyfor the giving of notices to him.  Wherea notice is sent by post service of the notice shall be deemed to be affectedby properly addressing prepaying and posting a letter containing the notice andto have been effected in the case of a notice of a meeting on the day after thedate of its posting and in any other case at the time at which the letter wouldbe delivered in the ordinary course of post.

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# 133.                           Anynotice by a court of law or otherwise required or allowed to be given by theCompany to the members or any of them by advertisement shall be sufficientlyadvertised if advertised once in one daily newspaper, circulating in thecapital city and metropolitan area of such city in the state of incorporationof the Company.

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# 134.                           Anotice may be given by the Company to the joint holders of a share by givingthe notice to the joint holder first named on the register in respect of theshare.

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# 135.                           Anynotice or document sent by post to or left at the registered address of anymember in pursuance of these Articles shall notwithstanding such member be thendeceased or bankrupt and whether or not the Company have notice of his deceaseor bankruptcy be deemed to have been duly served in respect of any shareswhether held solely or jointly with other persons by such member until someother person be registered in his stead as the holder or joint holder thereofand such service shall for all purposes be deemed a

 

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# sufficient service of such notice or document on all persons interested(whether jointly with or as claiming through or under him) in any such share.

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# 136.                           (1)                                  Noticeof every General Meeting shall be given in any manner hereinbefore authorisedto: -

#  

## (a)                              everymember except those members who (having no registered address within the State)have not supplied to the Company an address for the giving of notices to them;

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## (b)                             everyperson entitled to a share in consequence of the death or bankruptcy of amember who but for his death or bankruptcy would be entitled to receive noticeof the meeting;

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## (c)                              theDirectors of the Company;

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## (d)                             theAuditor or Auditors for the time being of the Company.

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(2)                                  Noother person shall be entitled to receive notice of General Meetings.

 

WINDING UP

 

# 137.                           Ifthe Company shall be wound up and the assets available for distribution amongthe members as such shall be insufficient to repay the whole of the paid-upcapital such assets shall be distributed so that as nearly as may be the lossesshall be borne by the members in proportion to the capital paid up or whichought to have been paid up on the shares held by them respectively at thecommencement of the winding up.  If in awinding up the assets available for distribution among the members shall bemore than sufficient to repay the whole of the capital paid up at thecommencement of the winding up the excess shall be distributed amongst themembers in proportion to the capital at the commencement of the winding up paidup or which ought to have been paid up on the shares held by them respectivelybut this Article is to be without prejudice to the rights of the holdersof shares issued upon special terms and conditions.

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# 138.                           Ifthe Company be wound up whether voluntarily or otherwise the liquidator maywith the sanction of a Special Resolution divide among the contributories inspecie or kind any part of the assets of the Company and may with the likesanction vest any part of the assets of the Company in trustees upon suchtrusts for the benefit of the contributories or any of them as the liquidatorwith the like sanction shall think fit. If thought expedient any such division may be otherwise than inaccordance with the legal rights of the contributories (except whereunalterably fixed by the Memorandum of Association) and in particular any classmay be given preferential or special rights or may be excluded altogether or inpart; but in case any division otherwise than in accordance with the legalrights of the contributories shall be determined, any contributory who would beprejudiced thereby shall have a right to dissent and ancillary rights as ifsuch determination were a Special Resolution passed pursuant to Section 409of the Code.  If any shares to be dividedas aforesaid involve a liability to calls or otherwise any person entitledunder such division to any of the said shares may within ten days after the

 

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# passing of the first mentioned Special Resolution by notice in writingdirect the liquidator to sell his proportion and pay him the net proceeds andthe liquidator shall if practicable act accordingly.

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INDEMNITY

 

# 139.                           Subjectto the provisions of Section 237 of the Code every Director manager orofficer of the Company or any person (whether an officer of the Company or not)employed by the Company as Auditor shall be indemnified out of the funds of theCompany against all liability incurred by him as such Director manager officeror Auditor in defending any proceedings whether civil or criminal in whichjudgment is given in his favour or in which he is acquitted or in connectionwith any application under Section 535 of the Code in which relief isgranted to him by the Court.

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# 140.                           Subjectto the Code no Director Auditor or other officer of the Company shall be liablefor the acts receipts neglects or defaults of any other Director or officer orfor joining in any receipt or other act for conformity or for any loss orexpense happening to the Company through the insufficiency or deficiency oftitle to any property acquired by order of the Directors or on behalf of theCompany or for the insufficiency or deficiency of any security in or upon whichany of the moneys of the Company shall be invested or for any loss or damagearising from the bankruptcy insolvency or tortious act of any person with whomany moneys securities or effects shall be deposited or for any loss occasionedby any error of judgment omission default or oversight on his part or for anyother loss damage or misfortune whatever which shall happen in relation theretounless the same happen through his own negligence default breach of duty orbreach of trust.

#  

We, the several persons whose names are subscribedbeing the subscribers to the Memorandum of Association hereby agree to theforegoing Articles of Association:

 

 

Witness to both the abovesignatures:

 

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