THE COMPANIES ACT, 1956

(Private Company Limited by Shares)

ARTICLES OF ASSOCIATION

OF

PRIME LEATHER GARMENTS AND PRODUCTS (PRIVATE) LIMITED 1. The Regulations contained in Table ‘A’ to the First Schedule to the Companies Act, 1956 shall be the regulations of PRIME LEATHER GARMENTS AND PRODUCTS (PRIVATE) LIMITED so far as these are applicable to a private company.

PRIVATE COMPANY

2. The Company is a “Private Company” within the meaning of Section 2(1)(28) of the Act and accordingly: (1) No invitation shall be made to the public to subscribe for the shares or debentures of the Company. (2) The number of the members of the Company (exclusive of persons in the employment of the Company), shall be limited to fifty, provided that for the purpose of this provision, where two or more persons hold one or more shares in the company jointly, they shall be treated as single member; and
(3) The right to transfer shares of the Company is restricted in the manner and to the extent herein appearing.

TRANSFER OF SHARES

3. A member desirous to transfer any of his shares shall first offer such shares for sale or gift to the existing members and in case of their refusal to accept the offer, such shares may be transferred to any other person, as proposed by the transferor member, with the approval of the Board of Directors.

GENERAL MEETINGS 4. The statutory general meeting of the company shall be held within the period required by section 157.

5. A general meeting, to be called annual general meeting, shall be held, in accordance with the provisions of section 158, within eighteen months from the date of incorporation of the company and thereafter once at least in every year within a period of six months following the close of its financial year and not more than fifteen months after the holding of its last preceding annual general meeting as may be determined by the directors.

6. All general meeting of a company other than the statutory meeting or an annual general meeting mentioned in section 157 and 158 respectively shall be called extraordinary general meetings. 7. The directors may, whenever they think fit, call an extraordinary general meeting, and extraordinary general meetings shall al so be called on such requisition , or in default, may be called by such requisition, as i s provided by section 159 If at any time there are not within Pakistan sufficient directors capable of acting to form a quorum ,any director of the company may call an extraordinary general meeting in the same manner as nearly as possible as that in which meeting may be called by the directors

NOTICE AND PROCEEDINGS OF GENERAL MEETINGS

8. Twenty-one days notice at the least (exclusive of the day on which the notice is served or deemed to be served , but inclusive of the da y for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general meeting, to such persons as are, under the Ordinance or the regulations of the company, entitled to receive such notices from the company; but the accidental omission to give notice to, or the non­ receipt of notice by, any member shall not invalidate the proceedings at any general meeting.

9. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting with the exception of declaring a dividend, the consideration of the accounts, balance­ sheet and the reports of the directors, and auditors the election of directors, the appointment of and the fixing of the remuneration of, the auditors. 10. No business shall be transacted at any general meeting unless a quorum of members is present at that time when the meeting proceeds to business; save as herein otheiwise provided, members having twenty five percent of the voting power present in person or through proxy; and 11. (a) in the case of a public listed company, ten members present person;
(b) in case of any other company, except a single member company, two members present personally; and
(c) in case of a single member company, single present in person or by proxy, shall be a quorum. 12. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day in the next week at the same time and place, and, it at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members being not less than two, shall be a quorum. 13. The chairman of the board of directors, if any, shall preside as chairman at every general meeting of the company but if there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for the meeting. or is unwilling to act as chairman , an y one of the directors present may be elected to be chairman and if none of the directors is present, or willing to act as chairman, the members present shall choose one of their number to be chairman. 14. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

15. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded. Unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously or by a particular majority or lost, and an entry to that effect in the book of the proceedings of the company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

16. A poll may be demanded only in accordance with the provisions of section 167.

17. If a poll is duly demanded, it shall be taken in accordance with the manner laid down in section 168 and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

18. A poll demanded on the election of chairman or on a question of adjournment shall be taken at once.

19. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall have and exercise a second or casting vote.

VOTES OF MEMBERS 20. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote except for election of directors in which case the provisions of section 178 shall apply. On a poll every member shall have voting rights as laid down in section 160. 21. In case of joint-holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose senoirity shall be determined by the order in which the names stand in the register of members.

22. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on show of hands of on a poll by his committee or other legal guardian and any such committee or guardian may, on a poll, vote by proxy. 23. On a poll votes may be given either personally or by proxy: 24. Provided that no body corporate shall vote by proxy as long as a resolution of its directors in accordance with the provisions of section 162 is in force.

25. (1) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing A proxy must be a member. (2) The instrument appointing a proxy and the power-of -attorney or other authority (if any) under which it i s signed, or a notarially certified copy of that power or authority, shall be deposited at the registered office of the company not less than forty eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

26. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the company at the office before the commencement of the meeting at which the proxy is used.

WINDING UP

27. (1) If the company is wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Ordinance, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they consist of property of the same kind or not.
(2) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division hall ·be carried out as between the members or different classes of members
(3) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY
28. Every officer or agent for the time being of the company may be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal arising out of his dealings in relation to the affairs of the company, except those brought by the company against him, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 488 in which relief is granted to him by the Court.

DIRECTORS

29.The number of directors shall not be less than two or a higher number as fixed under the provisions of Section 178 of the Act. The following persons shall be the first directors of the Company and shall hold the office upto the date of First Annual General Meeting:

1. Hemang Ramnani 2. Joy Haldar 3. Romil Tilwani

POWERS AND DUTIES OF DIRECTORS

30. The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not by the Ordinance or any statutory modification thereof for the time being in force, or by these regulations, required to be exercised by the company in general meeting, subject nevertheless to the provisions of the Ordinance or to any of these regulations, and such regulations being not inconsistent with the aforesaid provisions, as may be prescribed by the company in general meeting but no regulation made by the company in general meeting shall in-radiate any prior act of the directors which would have been valid if that regulation had not been made.

31. The directors shall appoint a chief executive in accordance with the provisions of sections 198 and 199.

32. The amount for the time being remaining undercharged of moneys borrowed or raised by the directors for the purposes of the company (otherwise than by the issue of share capital) shall not at any time, without the sanction of the company i n general meeting, exceed the issued share capital of the company.

33. The directors shall duly comply with the provisions of the Ordinance or an y statutory modification thereof for the time being in force, and in particular with the provisions in regard to the registration of the part1culars of mortgages and charges affecting the property of the company or created by it, to the keeping of a register of the directors, and to the sending to the registrar of an annual list of members, and a summary of particulars relat1ng thereto and notice of any consolidation or increase of share capital, or sub-di vision of shares, and copies of special resolutions and a copy of the register of directors and notifications of any changes therein.
33. The directors shall cause minutes to be made in books provided for the purpose-
(a) of all appointments of officers made by the directors;
(b) of the names of the di rectors present at each meeting of the directors and o an y committee of the directors;
(c) of all resolutions and proceedings at all meetings of the company and of the directors and of committees of directors: and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose.

THE SEAL
34. The directors shall provide for the safe custody of the seal and the seal shall not be affixed to any instrument except by the authority of a resolution of the board directors or by a committee of directors authorized in that behalf by the directors and the presence of at least two d1rectors and of the secretary or such other person as the di rectors may appoint for the purpose; and those two directors and secretary or other person as aforesaid shall sign every instrument to which the seal of the company is affixed i n their presence.

DISQUALIFICATION OF DIR ECTORS
35. No person shall become the d i rector of a company if he suffers from any the disabilities or disqualifications mentioned in section 187 and, if already a director, shall cease to hold such office from the date he so becomes disqualified or disabled:

Provided, however, that no director shall vacate his office by reason only of his being a member of any company which has entered into contracts with, or done an y work for the company of which he is director, but such director shall not vote in respect of any such contract or work, and if he does so vote, his vote shall not be counted.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of these articles of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

S. No. | Name and Surname (present & former) in full (in Block Letters) | NIC No. (in case of foreigner, Passport No.) | Father’s/ Husband’s Name in full | Nationality (ies) with any former Nationality | Occupation | Residential address in full | Number of shares taken by each subscriber | Signatures | 1 | Hemang Ramnani | 12354-1456877-1 | Anil Ramnani | Indian | Trading business | House No10, Street No. 2F-7/2, Ahmedabad | 10 (Ten) | ------------ | 2 | Joy Haldar | 25814-1456879-2 | Ajay Haldar | Indian | Import and export of sports goods | House No12, Street No. 5, Nehrunagar Ahmedabad | 20(Twenty) | ------------ | 3 | Romil Tilwani | 62584-1548795-3 | Raju Tilwani | Indian | Advocate | House No16, Patel Street , COMMISION BUNGLOW, Ahmedabad | 5(Five) | ------------ | Total number of shares taken 35
(Thirty Five)
Dated the 4rth day of April 2016

Witness to above signatures.

______________
Signatures

Full Name, RAKSHA MASKARA
NIC Number, 62196-1548263-0
Father’s/Husband’s Name- MOHAN MASKARA
Full Address
Occupation- COMPANY SECRATARIAT
[IN BLOCK LETTERS]