THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF
STEPHEN SOFTECH LIMITED
I. CONSTITUTION OF THE COMPANY
CONSTITUTION Table a not to apply but company to be governed by these articles
1. STEPHEN SOFTECH SOLUTIONS is established with Limited Liability in accordance
with and subject to the provisions of Companies Act, 1956, but none of thecontained in Table A,
in the first Schedule to the Companies Act, 1956 shall apply to this Company, but the regulations
for the management of this Company and for the observance of the members thereof and their
representatives, shall, subject to any exercise of the statutory powers of the Company with
reference to the repeal or alteration of, or addition to, its regulations by Special Resolution, as
prescribed by the Companies Act, 1956, be such as are contained in these Articles.
II. INTERPRETATION
Interpretation Clause
2. 1) In the Interpretation of these Articles, unless repugnant to the subject or context:-
The Act and the said Act:
“The Act” or the said Act” and reference to any section or provision thereof respectively means
and includes the Companies Act, 1956 (1 of 1956) and anystatutory modification or re-
enactment thereof for the time being in force andreference to the section or provisions of the said
Act or such statutory modification.
Auditors:
“Auditors” means and includes those persons appointed as such for the time being by the
Company.
Board:
“Board” or “Board of Directors means a meeting of the Directors duly called and constituted, or
as the case may be, the Directors assembled at the Board or the Directors of the Company
collectively.
Capital:
“Capital” means the share capital for the time being raised or authorized to braised for the
purpose of the Company.
The Company or This Company:
“The Company” or “This Company” means STEPHEN SOFTECH SOLUTIONS.
Directors:
“Directors” means the Director for the time being of the Company or as the case may be the
Directors assembled at a Board.
Dividend:
“Dividend” includes bonus.
Genders:
Words imparting the masculine gender also include the feminine gender.
In writing:
“In writing” and “written” include printing or lithography or any other modes of representing or
reproducing words in visible form.
Month:
“Month” means calendar month.
Office:
“Office” means the Registered Office for the time being of the Company.
Paid up:
“Paid up” includes credited as paid-up.
Persons:
“Persons” includes corporations as well as individuals.
The Registrar:
“The Registrar” means the Registrar of Companies of the State in which the office of the
Company if for the time being situate.
Seal:
“Seal” means the common seal for the time being of the Company.
Singular Number:
Words importing the singular number include where the context admits or requires, the plural
number and vice versa.
Year and Financial Year:
“Year” means the calendar year and “Financial Year” shall have the meaningassigned thereto by
Section 2(17) of the Act.
These Presents:
“These Presents” means these articles as modified from time to time.
Beneficial owner:
A “Beneficial owner” shall mean beneficial owner as defined in Clause (a) of sub-Section (1) of
Section 2 of the Depositories Act, 1996.Depositories Act, 1996
shallinclude any statutory modification or re-enactment thereof and Depository shallmean a
Depository as defined under Clause (e) of sub-section (1) of Section 2 of the Depositories Act,
1996.
Shareholder or Member:
“Shareholder” or “Member” means the duly registered holder of the shares from time to time and
includes the subscribers to the Memorandum of Association of the company and the beneficial
owner(s) as defined in clause (a) of sub-section(1) of Section 2 of the Depositories Act, 1996.
III.CAPITAL AND INCREASE AND REDUCTION OF CAPITAL
Additional capital to form part of existing capital
Redeemable preference shares
Reduction of capital
Variation of Rights
Issue of further pari passu shares not to affect the right of shares already issued
Sub-division and consolidation of Shares
IV. SHARES AND CERTIFICATES
Shares to be numbered progressively and no Shares to be sub-divided
Shares at the disposal of the Directors
Acceptance of shares
Deposit and call, etc. to be a debt payable immediately
Liability of Members
Share Certificate
Renewal of share certificate
Delivery of Share/Debenture Certificates
Liability of Joint Holders
Registered holder only the owner of the shares
Share Certificate for joint members
Fractional Certificates
Underwriting and Brokerage - Commission may be paid
Brokerage
Interest out of Capital - Interest may be paid out of Capital
V. CALLS ON SHARES
Directors may make calls
Notice of calls
Calls to date from resolution
Call may be revoked
Liability of Joint Holders
Directors may extend time
Overdue calls to carry interest
Sums deemed to be calls
Part payment on account of call etc. not to preclude forfeiture
Proof on trial or suit for money on shares
Payment of unpaid share capital in advance
If money payable on share not paid notice to be given to Members Terms of notice
In default of payment, shares may be forfeited
Notice of forfeiture
Forfeited shares to become property of the Company and may be sold, etc.
Members still liable to pay money due notwithstanding the forfeiture
Effect of forfeiture
Surrender of shares
Evidence of forfeiture
Company’s lien on shares
Lien enforced by sale
Application of sale proceeds
Validity of sale under Articles
Cancellation of share certificate in respect of forfeited shares
Power to annul forfeiture
VI. TRANSFER AND TRANSMISSION OF SHARES
Register of Transfers
Resolution passed at the Extraordinary General Meeting held on January 6, 1998.Form of
transfer To be executed by Transferor and Transferee
Directors may refuse to register transfers
Refusal to register transfer
Sub-division/consolidation in marketable lots only
Death of one or more joint holders of shares Title to shares of deceased Member5

No transfer to insolvent, etc.

Registration of person entitled to shares otherwise than by transfer
Persons entitled may receive dividends without being registered as members
Fee on Transfer or Transmission
VII. BORROWING POWERS
Power to Borrow The payment or repayment of monies borrowed Terms of issue of debentures
Register of Mortgages, etc.
Register and Index of Debenture holders
VIII. SHARE WARRANT
Power to issue share warrants
Deposit of share warrant
Privileges and disabilities of the holders of share warrant
Issue of new Share Warrant or Coupon
IX. CONVERSION OF SHARE INTO STOCK AND RECONVERSION
Shares may be converted into stock
Right of stockholders
X. GENERAL MEETINGS AND PROCEEDINGS AT MEETING
Annual General Meeting
Extra ordinary General Meeting
Requisition of members to state Objects of Meeting
Meeting called by requisitionists
Quorum at General Meeting
Body corporate personally present
If quorum not present meeting to be dissolved or adjourned
Business confined to election of Chairman whilst chair vacant
Chairman with consent may adjourn meeting
Question at General Meeting how decided6
Chairman’s casting vote
Demand for poll not to prevent transaction of other business
Member in arrears not to vote
Number of votes to which member entitled
Casting of votes by a member entitled to more than one vote
Votes of members of unsound mind and minors
Votes of Joint members
Voting in person or by proxy
Votes in respect of shares of deceased or insolvent members
Appointment of proxy
Proxy either for a specified meeting or for specified period
No proxy except for a body corporate to vote on a show of hands
Deposit of instrument of proxy
Form of proxy
Validity of votes given by proxy notwithstanding death of member Time for objection to vote
Chairman of any meeting to be the judge of validity of vote
XI. DIRECTORS
Number of Directors
Appointment of special Directors
Debenture Directors
Nominee Directors
Period of holding of office by Nominee Directors
Co-option of Directors
Alternate Directors
Qualification shares of Directors
Remuneration of Directors
Directors’ Travelling Expenses
Special remuneration for performing extra services
Directors may act notwithstanding any vacancy Terms of office of Directors
Retirement of Directors by rotation
Ascertainment of Directors to retire
Company to appoint successors
Provisions in default of appointment
Company may increase or reduce number of Directors
Removal of Directors
XII. PROCEEDINGS OF THE BOARD OF DIRECTORS
Meeting of Directors
Notice of Board Meetings
Quorum
Adjournment of meetings for want of quorum
Secretary to call board Meeting
Chairman of Directors
Questions how decided
Powers of Board Meeting
Appointment of Sub-committee
Directors may appoint committees
Meetings of Committee how to be governed
Circular Resolution
Validity of Directors Acts
Powers of Directors
Certain Powers to be exercised by the Board only at Meetings
Certain Powers of the Board
Payment out of Capital To acquire property To pay for property, etc. To secure contracts To accept
surrender of shares To appoint Trustees To bring and defend actions To act in insolvency
matters To give receipts To invest moneys To provide for Personal Liabilities To authorize
acceptances
To distribute bonus To provide for welfare of employees To create reserve fund To appoint
managers etc. To comply with local Laws To appoint local board To delegate powers To authorize
by power of attorney To negotiate. To make and vary Regulations
Amendments to Accounts To formulate schemes, etc.Signing of cheques
Foreign register
Declaration of secrecy
Secrecy of works and information
Prohibition of simultaneous appointment of Managing Director and Manager
Secretary The Seal, its custody and use
Deed how executed
Division of profits The Company in general meeting may declare dividends
Interim Dividend
Capital paid-up in advance carrying interest not to earn dividend
Dividend to be paid pro-rata
Retention of Dividends until completion of transfer under Article 62Dividend, etc. to joint-
holders Transfer of shares to be registered
Manner of payment of dividend
Interest on dividends
Dividend and call together
Capitalization of profits
Board Report
Signing of Balance Sheet
Rights of members to copies of Balance Sheet and Auditor’s Report
XIII. DOCUMENTS AND NOTICES
Service of documents or notices on members by the Company
Manner of service of documents or notices
By Advertisement
On personal representatives, etc.
On joint-holders to whom documents or notices must be served or given
Members bound by documents or notices served on or given to previous holders
Documents or notices by Company and signature thereof Service of documents or notice by
member
XIV. WINDING UP
Distribution of Assets
150. The Liquidator on any winding up (whether voluntary and supervision orcompulsory)
may with the sanction of a Special Resolution, but subject to the rights attached to any
preference share capital, divide among the contributories in specie any part of the assets of the
Company and may, with the like sanction, vest any part of the assets of the Company in trustees
upon such trusts for the benefit of the contributors, as the liquidator, with the like sanction shall
think fit.
XV. INDEMNITY AND RESPONSIBILITY
Officer’s and others right to indemnity
151. Every officer or agent for the time being of the Company shall be indemnified out of the
assets of the Company against all liability incurred by him in relation to the business of the
company in defending any proceedings whether civil or criminal in which judgement is given in
his favor or in which he is acquitted or in connection with any application under Section 633
of the Act in which relief is granted to him by the Court. Directors, Managers etc. not liable for
acts of others
152. Subject to provisions of Section 201 of the Act no Director, Manager or other Officer of the
Company shall be liable for the act, receipts, neglects of any other director or officer or for joining
in any receipts or other act for conformity or for any loss or expenses happening to the company
through the insufficiency or deficiency of title to any property acquired by order of the directors,
for and on behalf of the company or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the company shall be invested or for any loss or damage arising from
bankruptcy, insolvency or tortious act of any person with whom any moneys, securities, or effects
shall be deposited or for any loss occasioned by an error of judgement or oversight on his part, or
for any other loss, damages or misfortunes whatever which shall happen in the execution of the
duties of this officer or in relation thereto unless the same happens through his own dishonesty.
We the several persons, whose names and addresses are subscribed below are desirous of being
formed into a Company in pursuance of this Articles of Association and we respectively agree
to take the number of shares in the Capital of the Company set opposite to our respective names.

Dated this 28th day of October 2009.