(The Companies Act, 1956)

(Company limited by shares)

MEMORANDUM OF ASSOCIATION
OF
INNOMAXX INFO SOLUTIONS PRIVATE LIMITED.

1. The name of the Company will be INNOMAXX INFO SOLUTIONS PRIVATE

LIMITED.

2. The Registered Office of the Company will be situated in the

National Capital Territory of Delhi.

3. The objects for which the Company is established are the

following:-

A The main objects to be pursued by the Company upon its

incorporation are:

1) To carry on in India or elsewhere the business to

establish, develop, set, arrange, undertake, manage,
promote, organize, design, conduct, observe, control,
customize, rovide, install,maintain, produce, modify,
conceptualize, conceive, software of all descriptions,
applications and specifications, used in industries,
business, household, entertainment, medical, health,
railways, airlines, insurance, banking government
departments, defence , space, education & other
fields, and for the purpose to do web designing,
web based information systems client server
application, enterprise resource planning, network
management and to establish and maintain portals, to
act as internet service provider, to develop E-commerce
activities, to commercialize internet applications, to
develop consumer oriented electronic commerce, to create
digital signatures & systems on demand, to develop
education & digital copy rights, to provide
multimedia & digital video broadband Communication, to
create domain names & all other allied services &
activities used for the information technology
business and for the purpose to act as Representative,
advisor, consultant, know-how provider, sponsor,
franchiser, licenser, job worker and to do all other

1
 acts and things necessary for the attainment of
the foregoing objects.

2) To work particularly as Distributing agents, stockists, and

Sales Organizers in any area for Firms, Foreign or
Indian, who Manufacture, Import or Export for Firms,
Foreign or Indian, who Manufacture, Import or Export

3) To construct, run or manage any factory or workshop for

carrying out manufacturing, repairs, demonstration of any
or all of the above said systems, machines, parts thereof
and goods.

B The objects incidental or ancillary to the attainment of the

main objects are:

1) To own, establish Agricultural Farms, Orchards, Dairy Farms,

Model Farms and to develop land for others for Farming
Purposes.

2) To establish Schools for training of Personnel in farming

and in the technique of Modern Appliances, Tractors etc.

3) To carry on and undertake the business of manufacture of

any Class of Commodities, Goods, Articles, and Things and to
get Trade Names and patents registered in respect of the
Goods Manufactured or in any way dealt with by the Company
and also to Purchase and to Sell Trade Marks, Trade Names
and Patents as may be deemed beneficial to the Company.

4) To take on Lease, Hire Purchase, Acquire by License or

otherwise or sell any Lands, Mills, Factories, Plants,
Buildings, Works, Vessels, Barges, Launches, Lorries, Cars,
Wagons, Carts, Machinery, Apparatus, Stock in Trade,
Patents, Invention, Trade Marks, Rights, Privileges and
Movable & Immovable Property of any Description which may be
deemed necessary or convenient for any business which the
Company is authorized to carry on.

5) To act as Representatives or Agents or Managing Agents of

Local and Foreign Firms, Companies or Persons and to
carry on business in all kinds of Goods and Commodities
as the Company may think fit.

6) To Acquire, Take Over an Undertaking or Amalgamate with any

Company or Companies, having objects altogether or in part
similar to the Company and to purchase Shares in such
Companies.

2
7) To open Branches, Depots for buying, selling, distributing
importing, exporting, or otherwise dealing in all kinds
of Goods, Commodities and Merchandise in any part of
the World.

8) To appoint Managers, Agents, Canvassers, Factors and to pay

such Managers, Agents, Canvassers and Factors, such
Remuneration as may be deemed proper.

9) To Remunerate any Person or Persons for Service Rendered or

to be Rendered in Placing or Assisting to Place any order or
works on behalf of the Company.

10) To carry on or to be interested in any other Business

which may seem to be the Company capable or being
conveniently combined or carried on with any of the
above Objects of this Company or calculated directly or
indirectly to promote the business of the Company.

11) To adopt such means of making known the Products or the

Goods of the Company or the Business of the Company as may
seem expedient and in particular, by Advertising, by
Circulars, by Purchase and Exhibition or works of Arts or
by Publication of Books and Periodicals or by Granting
Prizes, Rewards and Donations.

12) To facilitate the Company to be Registered or Recognized in

any Country or Place Abroad.

13) To pay all or any Costs, Charges and Expenses or

Incidental Charges to the negotiations for the
Preparation or carrying out of any Arrangement or
Arrangements made prior to and with a view to Formation and
Registration of the Company and the Acquisition of its
Property.

14) To Lend, Advance or Invest any of the Money of the Company,

not immediately required for its operation in such a manner
and on such terms, with or without security, as from time
to time may be determined.

15) TO Draw, Accept, Endorse, Discount, Execute, Issue and

Negotiate, Inland and Foreign Bills of Exchange, Bills of
Lading, Warrants, Cheques, Drafts or any other
Negotiable Instruments and to give Guarantee in respect of
Third Parties.

3
16) To distribute among the Members in specific any property
of the Company or Proceeds of Sale, Disposal or
Realization of any Property of the Company.

17) To do all or any of the above in India,(including Native

States of India and the French and Portuguese possessions in
India), Burma, Ceylon and Pakistan and in any part of the
World, and either as Principals, Agents, Managing Agents,
Contractors, Trustees, or otherwise and either alone or in
Conjunction with others and by or through Agents, Sub-
Contractors, Trustees or otherwise.

18) To grant Pensions, Allowances, Gratuities and Bonus to

Employees or Ex-Employees of the Company or the
Dependents or Connections of such Persons and to support
and subscribe to any Charitable and Religious
or Benevolent Objects, Institutions and Societies, Clubs or
Funds, or for any Exhibition or for any Public, General or
Useful Objects.

19) To Raise and Borrow Money as the Directors may think

fit.

20) To enter into Arrangements with any Government or

Authorities, Municipal, Local or otherwise, that seem
conducive to the Company's Objects or any of them and to
obtain from any such Government or Authority, any Rights,
Privileges and Concessions which the Company may think
desirable to obtain and carry out, execute and comply with
any such Arrangements, Rights, Privileges and Concessions.

21) To Sell and in any other manner Deal with or Dispose of an

Undertaking of the Company or any part thereof for such
consideration as the Company may think fit and in
particular for Shares, Debentures and other Securities of
any other Company having Objects altogether or in
part similar to those of this Company.

22) To create any Depreciation Fund, Reserve Fund, Sinking

Fund, Insurance Fund or any Special Fund or other Fund
whether for Depreciation or Repairing, Improving,
Extending or Maintaining any of the Property of the
Company or for Redemption of Debentures or for any
other purpose whatsoever conducive to the interest of the
Company.

23) To do all or any of the above things as are incidental to

or conducive to the attainment of above Objects or any of
them.

4
Place : New Delhi
Date : 21st January 2010