(THE COMPANIES ACT, 1956) (COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION OF

DEMOGRAPHICTECHNOLOGIESPVT.LTD.
I. II. The Name of the Company is DEMOGRAPHICTECHNOLOGIESPRIVATELIMITED .. The Registered Office of the Company will be situated in the National Capital Territory of Delhi..

III. The objects for which the Company is established are:(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:1. To trade, store, design, sell, repair, distribute, maintain, import, export in computer software and hardware, information technology machines, floppy diskettes, printers, computer and information technology related peripherals, accessories and components. To carry on the business of marketing, selling, franchising, exporting & licensing, software/hardware & information technology programmes and products of any kind & description. To act as developers, designers, consultants of software, hardware and advisors improving information systems and information technology solutions based on the use of computer, information and word processing equipments and business machines of all kinds and multi disciplinary consultancy, media production, distribution and related services and for that purpose furnish the users the systems, know how, programmers and other software relating to the use of such machines and allied peripherals. To undertake, initiate, carry on, engage, promote, assist, encourage and conduct research, experiments, studies, projects, analysis, examination, programmers, surveys and tests of all kinds related to computers, electronic data processing equipments, software programmers, hardware

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and information technology and all or any kinds of equipments, parts, components, assemblies, discs, tapes, paper and assemblies thereof. To undertake food processing trade and related tasks including but not limited to, procurement, distribution, sales and related services 4. To assist, guide, advise and render services relating to recruitment, education, training and placement of technically qualified computer and information technology personnels on behalf of any person, firm, company, institution, corporation, government and bodies within India and abroad.To carry on maintenance of computer, telecommunication, software, hardware and peripherals of all kinds. To act as internet or as channel service providing such as, web hosting, web designing, web marketing, web services, internet training and internet solution.

(B)

THE OBJECTS INCIDENTAL TO OR ANCILIARY FOR THE ATTAINMENT OF THE MAIN OBJECTS ARE: To open any kind of account in any bank and to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, hundies, warrants and such other negotiable instruments of all types. Subject to the provisions of section 77 of the Companies Act. 1956 to invest, other than investment in Company's own shares, moneys of the Company not immediately required in such manner as may be determined by the Company, from time to time. To enter into partnership or into any arrangement for sharing profits or into joint venture with any person or persons or Company carrying on or about to carry on the main business similar to those of this Company. To enter into collaboration with firm, body corporate or individual, Indian or foreign for the purpose of carrying on the main business of the Company. To employ any person, firm or Company as sub-contractors for purpose of carrying out all or any of the contracts from time to time entered by the Company upon such terms and conditions as may be considered appropriate. To purchase or otherwise acquire and undertake all or any part of the business, property (including license and trade marks) and liabilities of any person, firm or corporation carrying on the main business similar to those of this Company. To adopt such means of making known to the public the business of the Company as may deem expedient and in particular by advertising in the press, by circular and publications of books and periodical for any of the purpose of the Company or for carrying on all or any of the main business mentioned in the Memorandum of Association and to establish branches or to establish firms or promote any Company or companies at places in or outside India as may be thought fit by the Company.

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8. To enter into any arrangement with any Government or Authority, Indian or foreign, Municipal local body or other public or quasi public or any other corporate that may seem conducive to the Company's main objects or any of them and to lawfully obtain from any such Government or Authority, as the Company may think desirable to obtain and carry out, exercise and comply with any such arrangement, rights, privileges and concessions. To act as trustees for any person, Company or corporation in any part of the world and act as principal, agents, distributors, depot holder, trustees, contractors or otherwise, either alone or jointly with other, in connection with the main objects of the Company. To appoint agents, sub-agents, depot-holders, factors, representatives, distributors, attorneys and correspondents for the business or purpose of the Company or to carry out any of its main objects. To improve, manage, develop, exchange, lease, mortgage and dispose of all or any part of the undertaking, property, investments and rights of the Company. To insure the whole part of the property of the Company or any goods, commodities, articles, products, property and assets for the time being in possession of or in charge of the Company for which the Company may be liable whether wholly or in part and to protect and indemnify the Company from liability or loss in respect thereof either fully or partly. To apply for purchase or otherwise acquire any patent, trademark, brevets, inventions, licenses, concessions, protections, rights and privileges and the like conferring any exclusive or non exclusive or limited rights to any information or to any invention which may seen capable of being used for any of the purpose of the Company the acquisition of which may seem directly or indirectly of use or benefit to the Company and to use, exercise, develop or grant license, privilege in that respect of the property right or information so acquired and to assist, encourage and spend money in making experiments, tests, improvements or any invention, patent and right which the Company may acquire or propose to acquire. To purchase, take on lease or in exchange or on hire or otherwise acquire any movable or immovable property and any rights or privileges which the Company may think necessary or expedient for the purpose of its business and in particular any lands, buildings, works, plants, machineries on such terms as may be deemed proper and to improve, develop, let out, exchange, lease out, mortgage or dispose of all or any part of the property and rights of the Company for such consideration as may be thought fit, wholly or partly in cash, fully or partly paid up shares of the Company, debentures or security or exchange of any movable or immovable property, assets and effects. Subject to section 293, 293-A/293-B of the Companies Act. 1956, to establish, support or aid in establishment or support of associations, institutions, funds, trusts and conveniences calculated to benefit the employees or their dependents, connections, relatives and estates, of the Company or its predecessors in business, and provide, subscribe or contribute towards places of instructions and recreation, hospitals and dispensaries, medical and such other attendance or

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assistance, make, contribute or otherwise to assist or to grant money to charitable, benevolent, religious, scientific, national or other institutions or objects which shall have any moral or such other claim to support or aid by the Company either by reason of locality or of operation or of public and general utility or otherwise. 16. To allot shares in this Company to be considered as fully or partly paid up as payment or consideration of any service or property of whatever description, which the Company may acquire. Subject to the provisions of section 391 to 394/394A of the Act, to sell, transfer or dispose of the undertaking of the Company, all or part of the assets, tangible or intangible and liabilities of the Company as a going concern or to form companies in which the Company may be absorbed or with which the Company may be amalgamated, to absorb and amalgamate with the companies formed by this Company or by others and in all cases to receive or pay the consideration in the shape of cash, shares, debentures, bonds, securities transfer or exchange of property, present or future, personal or real, reversions, rights or in any other shape. Subject to the provision 205 of the Act, to distribute among the members of the Company dividends including bonus shares including fractional share certificates out of the profit, accumulated profit, or funds and resources of the Company in any manner permissible under law. Subject to section 391 to 394 of the Act, to amalgamate with other Company or companies having main objects similar to those of this Company. To make arrangements and to send at the cost of the Company, any person or persons, for technical studies or research connected with the business or any of the business of the Company or to acquire special or advanced knowledge and experience in that line or field by such studies, works of research and apprenticeship training or in any other way to any place, station or institution technical or otherwise and within India or abroad and to contribute to any such arrangement or arrangements in any manner and to open institutions and laboratories for research, investigation, progress, development, and for training and educating personnel for the main business of the Company. To undertake and execute any trusts which may be beneficial to the main business of the Company directly or indirectly. To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company and any advance paid for land, building and machinery before incorporation of the business of the Company or to contract with any person, firm or Company and to remunerate any person or Company for services rendered in or about the formation and promotion of the Company or the conduct of its main business of the Company. THE OTHER OBJECTS ARE: To carry on business as estate managers and to collect rents, repair, look after and manage immovable properties of or for persons, firms and companies, and governments and to give, take, let and sub-let rent-farming contracts, and to

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carry out, undertake, or supervise any building, constructing, altering, improving, demolishing and repairing operations and all other such works and operations in connection with immovable estates and properties belonging to others. 2. 3. To carry on the business of dealers in bricks and tiles of every description and kind and such other building materials and pottery of every kind and description. To cultivate estates, lands and properties and to grow thereon coffee, tea, rubber, pepper, oranges, cardamoms, cinchona, cereals, timber, garden and other produce and to carry on the business of general planters, growers, curers, manufacturers, farmers, timber, garden and other produce merchants, and to prepare, process, and render marketable the produce and products of any estates, lands, properties of the Company and to turn such produce, products, estates, land and/or properties to account. To invest in, acquire, hold, underwrite, sell or otherwise deal in shares, stocks, debentures, debenture stocks, bonds, negotiable instruments, securities of any Company, Government Public Body or Authority, Municipal and Local Bodies, whether in India or abroad. To carry on the business of purchasing and letting on lease or hire in any part of India or abroad all kinds of machinery, plants, tools, jigs and fixtures, agricultural machinery, ships, trawlers, vessels, barges, automobiles and vehicles of every kind and description, computers, office equipment of every kind, construction machinery of all types and description, air conditioning plants, aircrafts, and electronic equipment of all kinds and descriptions and to render leasing, consultancy and advisory services to clients in the field of equipment leasing. To carry on the business of fabricate, assemble and deal in automobiles, its components, parts, spare parts, accessories and fittings of all kinds. To carry on the business of purchasers, sellers or otherwise dealers of jars, flasks, crates and such other making material used for beverages of every description. To carry on the business of cold storage keepers and to construct, build, equip and maintain cold storage for storing and preserving of things of all kind and description. To arrange collaboration between any foreign party or concern and the Company or any other Indian parties or to act as trustees for foreign or Indian Investors and collaborators and to carry out the terms of the agreement, concessions and privilege or to obtain technical know-how collaboration. To act as an export house and to carry on any business in any way connected therewith, and to act as importers and to carry on any business in any way connected therewith. To carry on the business of properties, lessees and managers of hotels, motels, restaurants, bars, refreshment places, cafes, snacks bars, taverns, caterers and contractors in all forms and branches and to manufacture, produce, prepare, buy, sell and deal in provisions and refreshments of all kinds.

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12. To carry on the business of carriers of passengers, goods, merchandise and cargo by sea, air, rail, road or other means of transport and own manage and maintain steamship, aircrafts, containers, cranes, automobiles, trucks, taxies, buses, lorries and vehicles and conveyance of all kinds and to act as shipping, chartering, forwarding, clearing and transport agents and as ware-housemen, freight contractors, brokers, and general traders and to establish, undertake, maintain and provide all services and facilities connected therewith. To carry on the business of production, distribution or exhibition of films and motion pictures and the running of theatres, cinemas, studios manager and cinematographic show exhibition and to construct theatre and such other buildings of all types for the purpose thereof and to maintain and carry on the said theatre and to let out other such buildings when erected and constructed. To carry on the business of farming, agriculture and horticulture in all their respective branches, and to produce, grow, prepare, buy, sell and deal in all kinds of food grains, cereals, seeds, spices, fruits, crude drugs, kirana, sugarcane and vegetable, flour and farm products. To print, publish and sell or otherwise bring out periodicals, magazines, journals, bulletins, market and such other reports, books, leaflets, catalogues and pamphlets of all types. To grow, take on lease, acquire, develop, deal in plantations and forest, and to process in all aspects of timber, wood, plywood and all kind of wood and to make products wherein wood is a constituent part and to design, develop fabricate any products involving the use of wood. To carry on the business of warehousemen, stores, custodians, surveyors, assessors, provisions of safe deposit vaults and auctioneers of goods and articles of every description and to issue receipt certificate and warrants to person, for warehousing goods and articles. To take up distributorship from well known Indian and foreign manufacturers of readymade garments, knit wears, web equipment, carpets, pottery, brassware and all kinds of items for interior decoration. To carry on the business of garage proprietors, service stations and workshop for motors and such other vehicles of all kinds and descriptions. To act as contractors, agents and suppliers to the Central Government, State Governments, Foreign Governments, Joint Stock Companies, corporations, corporative societies, municipal or such other bodies and state agencies, authorities, and such other bodies of all description, whether incorporated or not and to individuals and firms. To deal in, purchase or otherwise acquire and sell, dispose of, import, export, exchange and deal in diamonds, gems, stones, jewellery, pearls, articles of virtue, art and antiques. To carry on the business of advertising agents in all its branches.

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23. To carry on the business of dealers, commission and selling agents, stockists, preferred stockiest, sub-distributors, sole distributors, retailers, and whole-sellers of iron and steel, textiles of all kinds, paper, Board, cement, sugar, rice, wheat and other grains and commodities, chemicals, toiletry, tobacco, cigarettes, articles and merchandise and stores and spare-parts of all kinds. To undertake, transact and execute all kinds of agency business and to act as selling agents or commission agents for any person, firm or corporation. To manufacture, purchase, sell, export, import or otherwise deal in micro computer floppy diskettes, compact discs, audio and computer tapes, coating for and slithering of video magnetic tape, assembly of video magnetic VHS tapes and video magnetic tapes, to manufacture, purchase, produce, develop, sell or otherwise deal in duplicated and/or pre-recorded films on video tapes, to develop, manufacture, purchase, sell, import, export or otherwise deal in computer software, computer media and computer peripherals of all kind and description. To carry on the business of manufacture of and dealers in containers, boxes, packing, packages, wrapping, wrappers and receptacles of all kinds made from paper and Boards, including cardboards and ply woods, plastic, plastic materials, metals, alloy, glass, veneers and other materials of all kinds, whether synthetic or not, for trade and industries of every description. To carry business as manufacturers, buyers, sellers, importers, exporters and agents of all types of lamps, tubes, lighting fittings, luminaries, chokes, starters, ignitions, lamps holders and such other accessories used in conjunction with electric lamps or lighting and parts, components and materials required for the manufacture of any of the above. To carry on the business as importers, exporters, manufacturers of and dealers in all kinds of household appliances such as refrigerators, dryers, heaters, presses, pressure cookers, hot plates, cooking utensils, all types of containers, buckets, toasters, mixers, washing machines and other such electric appliances as radios, televisions, transformers and electric motors of every kind and description. To carry on the business of manufacturers of and dealers in all kinds of plastic materials including styrene, polystyrene, vinyl chloride, poly vinyl chloride, polyethylene, poly-olefins, vinyl acetate and copolymers of one or more of the above and/or such other products, acrylics and polyesters, polycarbonates and poly ethers and epoxy resins and composite silicon resin and compositions, P.F., U.F. and other thermosetting resins and molding compositions, nylons and similar thermoplastics, molding compositions such as prefabricated section and shapes, cellulosic plastic and such other thermosetting and thermoplastic materials. To manufacture, import, export and deal in all kind of watches, clocks and all their accessories and such parts, mechanical and quartz movement thereof. To purchase, develop and turn to account, take on lease or in exchange or otherwise acquire land and buildings, tenements of any tenure or any part thereof

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and/or interest therein and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with such land, tenements and buildings. 32. To construct, erect, maintain, either for the Company or for the other parties, roads, streets, water tanks, buildings, houses, flats and shops either upon the land acquired by the Company or upon any other land and to alter and improve such land and such other properties of all kinds. To carry on the business of builders, building contractors, construction engineers, designers, furnishers, architects, town planners, estate agents, property dealers, property brokers in land, commercial and residential buildings and other real estate. To carry on the business of tourist and travels agents, transport agents and contractors and to arrange and operate tours by sea, air, rail, road and such other means of transport and own, manage and maintain buses, taxies and coaches, to act as representatives and ticketing agents of airlines, steam ship lines, railway and such other carriers whether in India or abroad and to provide all services and facilities connected thereto. To carry on in any of its respective branches the business of housing finances subject to the approval of R B I under Reserve Bank of India Act, 1934 as amended by R B (Amendment Act) 1997 To carry on business of investing, acquiring, holding and dealing in shares, stocks, debenture-stock, bonds, securities issued or guaranteed by any Company constituted or carrying on business in India or elsewhere by original subscription, participation in syndicates, tender, purchase, exchange or otherwise and to do the same either conditionally or otherwise and to guarantee the subscription thereof and to exercise and enforce all rights and powers, conferred by or incidental to ownership thereof and to carry and otherwise dispose off, exchange, transfer or alienate any of the Company's investment and to hold as investment gold and silver ornaments and utensils, jewelry, diamond and such other precious stones.

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IV. The Liability of the members is Limited. V. The Authorised Share Capital of the Company is Rs. 1,00,000/- (Rupees One Lac) divided into 10,000 (Ten Thousands) Equity Shares of Rs. 10/- (Rupees Ten) each.