Exhibit 3.1

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ICICI Bank Limited

BARODA

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MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

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Certified up-to-date and correct
For ICICI Bank Limited

Bhashyam Seshan
Company Secretary

Co. No. 04 - 21012

Fresh Certificate of Incorporation Consequent on

C H A N G E O F N A M E

In the OFFICE OF
THE REGISTRAR OF COMPANIES
GUJARAT,
DADRA AND NAGAR HAVELI.
[Under the Companies Act. 1956 (1 of 1956)]

IN THE MATTER OF

ICICI BANKING CORPORATION LIMITED
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I hereby certify that

ICICI BANKING CORPORATION LIMITED
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which was originally incorporated on 05/01/1994
under the Companies Act. 1956 and under the name

ICICI BANKING CORPORATION LIMITED
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having duly passed the necessary resolution in terms of Section 21/31/44 of the
Companies Act. 1956. on 14/06/1999 and the approval of the Central Government
signifies in writing having been accorded thereto by the Registrar of Companies,
Gujarat, vide nis letter dated 10/09/1999 in terms of Government of India,
Ministry of Law, Justice & Company Affairs, (Department of Company Affairs)
Notification No. GSR 507(E) dated 24-06-1985 the name of the said Company is
this day changed to

ICICI BANK LIMITED
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and this certificate is issued pursuant to section 23(1) of the said Act.
Given under my hand at AHMEDABAD.

Dated this 10/09/1999

Certified True Copy (S.S. BALANI)
For ICICI Bank Limited REGISTRAR OF COMPANIES, GUJARAT
/s/ Hoshi D. Bhagwagar DADRA & NAGAR HAVELI.
Hoshi D. Bhagwagar
Deputy Company Secretary

INDEX

....... ..... ..... Page
Memorandum of association ....... ..... ..... 1-6
ARTICLES OF ASSOCIATION ....... ..... ..... 7-46
Table A Excluded ....... ..... ..... 7
Interpretation ....... ..... ..... 7
Preliminary ....... ..... ..... 8
Capital ....... ..... ..... 9
Underwriting Commission ....... ..... ..... 11
Certificates ....... ..... ..... 11
Calls ....... ..... ..... 12
Forfeiture, Surrender and Lien ....... ..... ..... 13
Transfer and Transmission of Shares ....... ..... ..... 14
Conversion of Shares into Stock ....... ..... ..... 16
Increase, Reduction and Alteration of Capital ....... ..... ..... 17
Modification of Class Rights ....... ..... ..... 18
Joint Holders ....... ..... ..... 18
Borrowing Powers ....... ..... ..... 19
Meetings ....... ..... ..... 20
Proceedings at General Meeting ....... ..... ..... 22
Votes of Members ....... ..... ..... 24
Directors ....... ..... ..... 25
Rotation of Directors ....... ..... ..... 29
Chairman - Executive Chairman - Chairman and Managing
Director - Managing Director - Whole-time Director ....... ..... ..... 31
Proceedings of Directors' Meetings ....... ..... ..... 32
Powers of Directors ....... ..... ..... 35
Minutes ....... ..... ..... 38
The Seal ....... ..... ..... 38
Establishment of Reserve Fund ....... ..... ..... 38
Dividends ....... ..... ..... 38
Capitalization ....... ..... ..... 40
Accounts ....... ..... ..... 41
Audit ....... ..... ..... 42
Notices ....... ..... ..... 43
Winding up ....... ..... ..... 44
Secrecy Clause ....... ..... ..... 45
Indemnity and Responsibility ....... ..... ..... 45

ABSTRACT
OF
ARTICLES OF ASSOCIATION
OF
ICICI Bank Limited

Article Page

TABLE A EXCLUDED

Table A not to apply
(except as expressly provided in these presents) ....... ..... ..... 1 7
Company to be governed by these Articles ....... ..... ..... 2 7

INTERPRETATION

"Interpretation" Clause ....... ..... ..... 3 7
"The Act" or "the said Act" ....... ..... ..... 3 7
"Board", "Board of Directors" ....... ..... ..... 3 7
"Banking Act" ....... ..... ..... 3 7
"The Company" ....... ..... ..... 3 7
"Directors" ....... ..... ..... 3 7
"Financial Year" ....... ..... ..... 3 7
"ICICI" ....... ..... ..... 3 7
"Members" ....... ..... ..... 3 7
"Month" ....... ..... ..... 3 7
"The Office" ....... ..... ..... 3 7
"These presents" ....... ..... ..... 3 7
"The Register" ....... ..... ..... 3 7
"The Registrar" ....... ..... ..... 3 7
"Regulatory Agencies" ....... ..... ..... 3 7
"Reserve Bank" ....... ..... ..... 3 8
"The said Acts" ....... ..... ..... 3 8
"The Seal" ....... ..... ..... 3 8
"In Writing" or "Written" ....... ..... ..... 3 8
Singular number ....... ..... ..... 3 8
Gender ....... ..... ..... 3 8
Persons ....... ..... ..... 3 8
Expressions in the Act to bear the same meaning in Articles ....... ..... ..... 3 8
Marginal notes ....... ..... ..... 3 8

PRELIMINARY

Copies of Memorandum and Articles of Association, etc., to
be furnished ....... ..... ..... 4 8

III

CAPITAL
Capital ....... ..... ..... 5 8
Power to increase or reduce capital ....... ..... ..... 5 8
Power to issue Redeemable Preference Shares ....... ..... ..... 5 8
Register of Members and Debenture-holders ....... ..... ..... 6 9
Closure of Regist4er of Members, etc. ....... ..... ..... 7 9
Foreign Register ....... ..... ..... 8 9
Inspection of Register of Members, Debenture-holders, etc. ....... ..... ..... 9 9
Extracts or Copy of Register, etc. ....... ..... ..... 9 9
The Company to send copy of Register, etc. ....... ..... ..... 9 9
Nature and numbering of shares ....... ..... ..... 10 9
Shares to be numbered progressively and no share to be
subdivided ....... ..... ..... 10 9
Restriction on allotment ....... ..... ..... 11 9
Shares at the disposal of the Directors ....... ..... ..... 12 9
Directors may allot shares as fully paid-up or partly
paid-up ....... ..... ..... 13 9
Unclassified shares ....... ..... ..... 14 10
Issue of shares by General Meeting ....... ..... ..... 15 10
Acceptance of shares ....... ..... ..... 16 10
Deposit and calls, etc., to be debt payable immediately ....... ..... ..... 17 10
Issue of shares at a discount ....... ..... ..... 18 10
Instalments on shares ....... ..... ..... 19 10
Calls on shares of the same class to be on uniform basis ....... ..... ..... 20 10
Company not bound to recognize any interest in shares
other than that of the registered holders ....... ..... ..... 21 10
Company's funds may not be applied in purchase or lent on
shares of the Company ....... ..... ..... 22 10

UNDERWRITING COMMISSION

Commission for subscribing to shares ....... ..... ..... 23 11

CERTIFICATES

Issue of certificates ....... ..... ..... 24 11
Delivery of share certificates ....... ..... ..... 24 11
Issue of new certificate in place of one defaced, lost or
destroyed ....... ..... ..... 25 11
Manner of issue, renewal, etc., of certificate ....... ..... ..... 25 11
Fractional certificates ....... ..... ..... 26 11

CALLS

Calls ....... ..... ..... 27 12
Call to date from resolution ....... ..... ..... 28 12
Notice of call ....... ..... ..... 29 12
Directors may extend time ....... ..... ..... 30 12
Amount payable at fixed time or by instalments as calls ....... ..... ..... 31 12
When interest on call instalment payable ....... ..... ..... 32 12
Partial payment not to preclude forfeiture ....... ..... ..... 33 12
Payment in advance of calls may carry interest ....... ..... ..... 34 12
Members not entitled to privileges of membership until all
calls are paid ....... ..... ..... 35 12
Evidence in actions by company against shareholders ....... ..... ..... 36 12

FORFEITURE, SURRENDER AND LIEN

If call or instalment not paid, notice must be given ....... ..... ..... 37 13
Form of notice ....... ..... ..... 38 13
In default of payment, shares may be forfeited ....... ..... ..... 39 13
Entry of forfeiture on Register of Members ....... ..... ..... 40 13
Forfeited shares to be property of the Company and may be
sold, etc. ....... ..... ..... 41 13
Power to annul forfeiture ....... ..... ..... 42 13
Effect of forfeiture ....... ..... ..... 43 13
Shareholders liable to pay money and interest owing at the
time of forfeiture ....... ..... ..... 44 13
Certificate of forfeiture ....... ..... ..... 45 13
Title of purchaser and allotee of forfeited share ....... ..... ..... 46 13
Cancellation of share certificates in respect of forfeited
shares ....... ..... ..... 47 13
Application of forfeiture provisions ....... ..... ..... 48 14
Company's lien on shares ....... ..... ..... 49 14
As to enforcing lien by sale ....... ..... ..... 50 14
Application of proceeds of sale ....... ..... ..... 51 14
Surrender of shares ....... ..... ..... 52 14

TRANSFER AND TRANSMISSION OF SHARES

Register of transfers ....... ..... ..... 53 14
Transfer not to be registered except on production of
instrument of transfer ....... ..... ..... 54 14
Transfer by legal representative ....... ..... ..... 55 14
Application for transfer ....... ..... ..... 56 14
Company's power to refuse transfer ....... ..... ..... 57 15

Transferor liable until the transferee entered on Register ....... ..... ..... 58 15
Directors may refuse to register transfer ....... ..... ..... 59 15
Notice of refusal to transferee and transferor ....... ..... ..... 60 15
Transfer to minor, etc. ....... ..... ..... 61 15
Custody of transfer deeds ....... ..... ..... 62 15
Title to shares of deceased holder ....... ..... ..... 63 15
Registration of persons entitled to shares otherwise than
by transfer (Transmission Clause) ....... ..... ..... 64 16
Refusal to register nominee ....... ..... ..... 65 16
Board may require evidence of transmission ....... ..... ..... 66 16
Fee on transfer or transmission ....... ..... ..... 67 16
The Company not liable for disregard of a notice
prohibiting registration of transfer ....... ..... ..... 68 16

CONVERSION OF SHARES INTO STOCK

Conversion of shares into stock and reconversion ....... ..... ..... 69 16
Transfer of stock ....... ..... ..... 70 16
Rights of stockholders ....... ..... ..... 71 16
Share regulations to apply ....... ..... ..... 72 17

INCREASE, REDUCTION AND ALTERATION OF CAPITAL

Increase of capital ....... ..... ..... 73 17
On what conditions new shares may be issued ....... ..... ..... 74 17
Further issue of capital ....... ..... ..... 75 17
Shares under control of General Meeting ....... ..... ..... 76 17
Same as original capital ....... ..... ..... 77 17
Reduction of capital ....... ..... ..... 78 18
Division and subdivision of shares ....... ..... ..... 79 18
Directors' discretion regarding subdivision ....... ..... ..... 80 18

MODIFICATION OF CLASS RIGHTS

Power to modify right of different classes of shareholders
and the rights of dissentient shareholders ....... ..... ..... 81 18

JOINT-HOLDERS

Joint-holders ....... ..... ..... 82 18
Company may refuse to register more than three persons ....... ..... ..... 82 18
Joint and several liability for all payments in respect of
shares ....... ..... ..... 82 18

Title of survivors ....... ..... ..... 82 18
Receipt of the one joint-holder sufficient ....... ..... ..... 82 18
Delivery of certificates and giving notice to first-named
holder ....... ..... ..... 82 18
Votes of joint-holders ....... ..... ..... 82 18

BORROWING POWERS

Power to borrow ....... ..... ..... 83 19
Bonds, debentures, etc., to be subject to the control of
Directors ....... ..... ..... 84 19
Securities may be assignable free from equities ....... ..... ..... 85 19
Issue of bonds, debentures, etc., at discount, etc., or
with special privilege ....... ..... ..... 86 19
Mortgage of uncalled capital ....... ..... ..... 87 19
Register of charges ....... ..... ..... 88 19

MEETINGS

Annual General Meeting ....... ..... ..... 89 20
Extraordinary General Meetings ....... ..... ..... 90 20
Calling of Extraordinary General Meetings ....... ..... ..... 91 20
Notice of Meeting ....... ..... ..... 92 20
Contents and manner of service of notice and persons on
whom it is to be served ....... ..... ..... 93 21
Omission to give notice not to invalidate the proceedings
at the meeting ....... ..... ..... 93 21
Business at the Annual General Meeting ....... ..... ..... 94 21
Explanatory Statement to be annexed to the notice ....... ..... ..... 94 21
Ordinary and Special Resolutions ....... ..... ..... 95 22
Resolutions requiring Special Notice ....... ..... ..... 96 22

PROCEEDINGS AT GENERAL MEETING

Quorum at General Meeting ....... ..... ..... 97 22
Business confined to election of Chairman whilst Chair
vacant ....... ..... ..... 98 22
Chairman of General Meeting ....... ..... ..... 99 22
Proceedings when quorum not present ....... ..... ..... 100 22
Adjournment of meeting ....... ..... ..... 101 22
What is to be evidence of the passing of resolution where
poll not demanded ....... ..... ..... 102 23
Demand for poll ....... ..... ..... 103 23
Time of taking poll ....... ..... ..... 104 23
Right of Member to use his votes differently ....... ..... ..... 105 23
Scrutineers at poll ....... ..... ..... 106 23
Manner of taking poll and result thereof ....... ..... ..... 107 23

VII

Motion how decided in case of equality of votes ....... ..... ..... 108 23
Demand for poll not to prevent transaction of other
business ....... ..... ..... 109 23
Minutes of General Meeting ....... ..... ..... 110 23
Inspection of Minutes Books ....... ..... ..... 111 23
Copies of Minutes ....... ..... ..... 112 24

VOTES OF MEMBERS

Votes ....... ..... ..... 113 24
Voting by Members of unsound mind ....... ..... ..... 114 24
Voting by Body Corporates ....... ..... ..... 115 24
Votes in respect of shares of deceased Members ....... ..... ..... 116 24
Qualification of proxy ....... ..... ..... 117 24
Votes may be given by proxy or attorney ....... ..... ..... 118 24
Execution of instrument of proxy ....... ..... ..... 119 24
Deposit of instruments of appointment and inspection ....... ..... ..... 120 24
Custody of the instrument ....... ..... ..... 121 25
Validity of votes given by proxy notwithstanding death of
Member, etc. ....... ..... ..... 122 25
Time for objections to votes ....... ..... ..... 123 25
Chairman of any meeting to be the judge of validity of any
vote ....... ..... ..... 124 25
Equal rights of Members ....... ..... ..... 125 25

DIRECTORS
Number of Directors ....... ..... ..... 126 25
First-Directors ....... ..... ..... 127 25
Non rotational Directors ....... ..... ..... 128 25
Debenture Director ....... ..... ..... 129 26
Alternate Director ....... ..... ..... 130 26
Share qualification ....... ..... ..... 131 26
Remuneration of Directors ....... ..... ..... 132 26
Directors, not bona fide residents of the place where a
meeting is held, may receive extra compensation ....... ..... ..... 133 26
Extra remuneration to Directors for special work ....... ..... ..... 134 26
Additional Director ....... ..... ..... 135 26
Casual vacancy ....... ..... ..... 136 26
Directors may act notwithstanding vacancy ....... ..... ..... 137 26
Office of Directors becoming vacant ....... ..... ..... 138 27
Period from which disqualification to take effect ....... ..... ..... 138 27
Disclosure of interest by Director ....... ..... ..... 139 27

VIII

Interested Director not to participate or vote in Board
Meetings ....... ..... ..... 140 28
Directors may be Directors of companies promoted by the
Company ....... ..... ..... 141 29
Disclosures by Director on appointment ....... ..... ..... 141 29
Register of Directors, etc. ....... ..... ..... 141 29
Director to give notice of his shareholdings ....... ..... ..... 141 29
Disclosure by Director of interest in any other company,
etc. ....... ..... ..... 141 29

ROTATION OF DIRECTORS

Directors to retire annually how determined ....... ..... ..... 142 29
Which Directors to retire ....... ..... ..... 143 29
Re-election ....... ..... ..... 144 29
Company to fill up vacancy ....... ..... ..... 145 29
Retiring Directors to remain in office till successors
appointed ....... ..... ..... 146 29
Appointment of Directors to be voted on individually ....... ..... ..... 147 29
Company may increase or reduce the number of Directors ....... ..... ..... 148 30
Right of persons other than retiring Directors to stand
for Directorship ....... ..... ..... 149 30
Removal of Directors ....... ..... ..... 150 30

CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR -
MANAGING DIRECTOR - WHOLE-TIME DIRECTOR

Board may appoint Chairman,Managing Director(s) or
Whole-time Director(s) ....... ..... ..... 151 31
What provisions they will be subject to ....... ..... ..... 151 31
Remuneration of Managing or Whole-time Director(s) ....... ..... ..... 151 32

PROCEEDINGS OF DIRECTORS' MEETINGS

Meeting of Directors ....... ..... ..... 152 32
When meeting to be convened ....... ..... ..... 153 32
Notice of meetings ....... ..... ..... 154 32
Quorum and its competence to exercise powers ....... ..... ..... 155 32
Procedure where meetings adjourned for want of quorum ....... ..... ..... 156 32
Directors may appoint Committees ....... ..... ..... 157 33
Meetings of Committees how to be governed ....... ..... ..... 158 33
Chairman to preside over meetings of Board ....... ..... ..... 159 33
Questions at Board Meetings to be decided ....... ..... ..... 159 33
Powers to be exercised at meeting ....... ..... ..... 160 33

Certain powers to be exercised by Board at meeting only ....... ..... ..... 161 33
Consent of the Company necessary for exercise of certain
powers ....... ..... ..... 162 34
Acts of Board or Committees valid notwithstanding defect
of appointment ....... ..... ..... 163 34
Resolution by circular ....... ..... ..... 164 34
Reconstitution of the Board ....... ..... ..... 165 35

POWERS OF DIRECTORS

General powers of Company vested in Directors ....... ..... ..... 166 35
Specific powers given to Directors ....... ..... ..... 167 35
To pay costs of incorporation ....... ..... ..... 167 35
Seal abroad ....... ..... ..... 167 35
Acquitting properties, rights, etc. ....... ..... ..... 167 35
To pay for property ....... ..... ..... 167 35
To insure properties ....... ..... ..... 167 35
To open bank accounts ....... ..... ..... 167 35
To secure contracts by mortgage ....... ..... ..... 167 36
To attach conditions ....... ..... ..... 167 36
To accept surrender of shares ....... ..... ..... 167 36
To appoint trustees ....... ..... ..... 167 36
To institute, act, conduct legal proceedings ....... ..... ..... 167 36
To refer to arbitration ....... ..... ..... 167 36
To act in matters of bankruptcy and insolvency ....... ..... ..... 167 36
To give receipts ....... ..... ..... 167 36
To determine who shall be entitled to sign on Company's
behalf ....... ..... ..... 167 36
To invest moneys ....... ..... ..... 167 36
To give security by way of indemnity ....... ..... ..... 167 36
To give interest in particular business or transaction,
etc. ....... ..... ..... 167 36
To provide for the welfare of employees, etc. ....... ..... ..... 167 36
To subscribe to charitable funds ....... ..... ..... 167 36
To establish revenue fund ....... ..... ..... 167 37
To appoint officers, etc. ....... ..... ..... 167 37
To ensure compliance of local laws ....... ..... ..... 167 37
To establish Local Boards ....... ..... ..... 167 37
To appoint attorneys ....... ..... ..... 167 37
Delegation of powers ....... ..... ..... 167 37
Subdelegation of powers ....... ..... ..... 167 38
To enter into contracts ....... ..... ..... 167 38
Provisions of the Act to be complied with by Directors ....... ..... ..... 168 38

MINUTES

Minutes of proceedings of Board of Directors and Committees ....... ..... ..... 169 38
By whom Minutes to be signed and effect thereof ....... ..... ..... 170 38

THE SEAL

The Seal, its custody and use ....... ..... ..... 171 38

ESTABLISHMENT OF RESERVE FUND

Reserve funds ....... ..... ..... 172 38

DIVIDENDS

Division of profit ....... ..... ..... 173 38
Capital paid up in advance at interest not to earn dividend ....... ..... ..... 174 39
Dividends in proportion to amount paid up ....... ..... ..... 175 39
Declaration of dividend and writing off capitalized
expenses ....... ..... ..... 176 39
Power to declare dividend without writing off ....... ..... ..... 176 39
The Company in General Meeting may declare a dividend ....... ..... ..... 177 39
No larger dividend than recommended by Directors, etc. ....... ..... ..... 178 39
Interim dividend ....... ..... ..... 179 39
Retention of dividends ....... ..... ..... 180 39
No Member to receive dividend whilst indebted to the
Company and Company's right of reimbursement thereof ....... ..... ..... 181 39
Transfer of shares must be registered ....... ..... ..... 182 39
Dividends how remitted ....... ..... ..... 183 39
Unclaimed dividends ....... ..... ..... 184 40
Dividend and call together ....... ..... ..... 185 40
Special provision in reference to dividend ....... ..... ..... 186 40

CAPITALIZATION

Capitalization ....... ..... ..... 187 40

ACCOUNTS

Accounts ....... ..... ..... 188 41
Furnishing of statement of accounts and reports ....... ..... ..... 189 41
Form and contents of Balance Sheet and Profit and Loss
Account ....... ..... ..... 190 41

Authentication of Balance Sheet and other documents -
copies thereof to be sent to Members ....... ..... ..... 191 41
Copies of Balance Sheet, Profit and Loss Account and
Auditors' Report shall be filed with the Registrar ....... ..... ..... 192 42

AUDIT

Accounts to be audited ....... ..... ..... 193 42
Appointment and qualification of Auditors ....... ..... ..... 194 42
Branch audit ....... ..... ..... 195 42
Remuneration of Auditors ....... ..... ..... 196 42
Auditors: their Report, powers and duties ....... ..... ..... 197 42
Auditors' right to attend meetings ....... ..... ..... 198 42
Additional information in Auditors' Report ....... ..... ..... 199 43
Reasons for qualifications in Auditors' Report ....... ..... ..... 200 43
No qualifying remark in Auditors' Report for
non-disclosure of certain information ....... ..... ..... 201 43
Accounts when audited and approved to be conclusive except
as to errors discovered within three months ....... ..... ..... 202 43

NOTICES

Notice ....... ..... ..... 203 43
Notice on Members having no registered address ....... ..... ..... 204 43
Notice on persons acquiring shares on death or insolvency
of Member ....... ..... ..... 205 43
Persons entitled to notice of General Meetings ....... ..... ..... 206 44
Notice by Company and signature thereto ....... ..... ..... 207 44
Transferee, etc., bound by prior notices ....... ..... ..... 208 44
Notice valid though Member deceased ....... ..... ..... 209 44

WINDING UP

Winding up ....... ..... ..... 210 44
Distribution of assets ....... ..... ..... 211 44
Distribution in specie or kind ....... ..... ..... 212 44
Right of shareholders in case of sale ....... ..... ..... 213 44

SECRECY CLAUSE

Secrecy clause ....... ..... ..... 214 45

INDEMNITY AND RESPONSIBILITY

Directors' and others' right to indemnity ....... ..... ..... 215 45

Special Adhesive
Stamp Rs. 100/-
14.12.1993

COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
ICICI Bank Limited

I. The name of the Company is ICICI Bank Limited
II. The Registered Office of the Company will be situated in the
State of Gujarat.
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 establish and carry on business of banking in any part of India or
outside India.

2. To carry on the business of accepting, for the purpose of lending or
investment, of deposits of money repayable on demand or otherwise and
withdrawable by cheque, draft, order or otherwise.

3. To borrow, raise or take up money, lend or advance money with or without
interest either upon or without security.

4. To draw, make, execute, issue, endorse, negotiate, accept, discount, buy,
sell, collect and deal in bills of exchange, hundies, promissory notes,
coupons, drafts, bills of lading, railway receipts, warrants, debentures,
bonds, mortgage-backed securities, letters of credit or obligations,
certificates, scrips and other instruments and securities whether
transferable or negotiable or mercantile or not.

5. To grant and issue letters of credit, traveller's cheques and circular
notes, buy, sell and deal in bullion and specie.

6. To receive all kinds of bonds, scrips or valuables on deposit or for safe
custody or otherwise, provide safe deposit vaults, collect and transmit
money, negotiable instruments and all securities.

7. To buy, acquire, issue on commission, deal, sell, dispose of, exchange,
convert, underwrite, subscribe, participate, invest in and hold whether on
its own account or on behalf of any person, Body Corporate, company,
society, firm or association of persons whether incorporated or not, shares,
stocks, funds, debentures, debenture stocks, units, promissory notes, bills
of exchange, bonds, warrants, participation certificates or participation
units, other money market or capital market instruments, obligations and
securities and investments of all kinds issued or guaranteed by any
government, state, dominion, sovereign body, commission, public body or
authority, supreme, local or municipal or company or body, whether
incorporated or not or by any person or association.

8. To act as foreign exchange dealer and to buy, sell or otherwise deal in all
kinds of foreign currencies including foreign bank notes, foreign currency
options, forward covers, swaps of all kinds and to transact for itself or on
behalf of any person, Body Corporate, company, society, firm or association
of persons whether incorporated or not, all transactions in foreign
currencies.

9. To carry on the activities of bill discounting, rediscounting bills,
marketing, factoring, dealing in commercial paper, treasury bills,
certificate of deposits and other financial instruments.

10. To act as agents for any government or local authority or any other person
or persons, carry on agency business of any description including clearing
and forwarding of goods, give receipts and discharges and otherwise act as
an attorney on behalf of customers, but excluding the business of a managing
agent or secretary and treasurer of a company.

11. To contract for public and private loans and advances and negotiate and
issue the same.

12. To form, constitute, promote, act as managing and issuing agents, brokers,
sub-brokers, prepare projects and feasibility reports for and on behalf of
any company, association, society, firm, individual and Body Corporate.

13. To carry on and transact every kind of guarantee and indemnity business.

14. To undertake and execute trusts and the administration of estates as
executor or trustee.

15. To act as Registrar and Transfer Agents and Registrar to the Issue, Issue
Agents and Paying Agents.

16. To provide custodial and depository services and to do all such things as
may be advised, permitted or required for this purpose.

17. To effect, insure, guarantee, underwrite, participate in managing and
carrying out of any issue, public or private, of state, municipal or other
loans or of shares, stock, debentures or debenture stock of any company,
corporation or association and the lending of money for the purpose of any
such issue.

18. To issue debit or credit cards to customers or any other person.

19. To provide or assist in obtaining, directly or indirectly, advice or
services in various fields such as management, finance, investment,
technology, administration, commerce, law, economics, labour, human
resources development, industry, public relations, statistics, science,
computers, accountancy, taxation, fund management, foreign exchange
dealings, quality control, processing, strategic planning and valuation.

20. To do any other form of business which the Government of India, may specify
as a form of business in which it is lawful for a banking company to engage.

B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS:

21. To establish, maintain and operate electronic teller machines for carrying
on any of the banking businesses.

22. To acquire and undertake the whole or any part of the business, property and
liabilities of any person carrying on any business which the Company is
authorized to carry on or possession of property suitable for the purposes
of the objects of the Company.

23. To manage, sell and realize any property which may come into the possession
of the Company in satisfaction or part satisfaction of any of its claims.

24. To acquire and hold and generally deal with any property or any right, title
or interest in any such property which may form the security or part of the
security for, any loan or advance or which may be connected with any such
security.

25. To establish and support or aid in the establishment and support of
associations, institutions, funds, trusts, schools, hospitals, guest-houses,
clubs, and conveniences which may be considered to benefit employees or
ex-employees of the Company or the dependents or connections of such persons
or any other persons, natural or judicial, granting pensions and allowances
and making payments towards insurance, subscribing to or guaranteeing moneys
for charitable or benevolent objects or for any, exhibition or for any
public, general or useful object.

26. To aid and support any person, association, body or movement whose object is
solution, settlement or surmounting of industrial or labour problems or the
promotion of industry, trade or business of the Company or for the promotion
of science and technology, cultural activities, sports, environment, rural
development and other social and welfare, activities.

27. To acquire, construct, maintain and alter any building or work necessary or
convenient for the purpose of the Company.

28. To sell, improve, manage, develop, exchange, lease, mortgage, dispose of or
turn into account or otherwise deal with all or any part of the property and
rights of the Company.

29. To acquire by purchase, lease or otherwise any premises for the construction
and/or establishment of a safe-deposit vault or vaults and to maintain
therein fire-proof and burglar-proof strong rooms, safes and other
receptacles for deeds, securities, documents, money, jewelry and valuables
of all kinds.

30. To procure the registration, incorporation or recognition of the Company
under the laws or regulations of any other place outside India and to pay
all costs, charges and expenses incurred or sustained in or about the
promotion, incorporation and establishment of the Company or which the
Company shall consider to be preliminary, out of the funds of the Company.

31. To promote or procure incorporation, formation or setting up of concerns and
undertakings whether as company, Body Corporate, partnership or any other
association of persons for engaging in any business and to pay out of the
funds of the Company all or any expenses which the Company may lawfully pay
for services rendered for formation and registration of any other Company by
it, subject to the provisions of the Act.

32. To develop and promote new financing instruments of all kinds whether for
the capital or money markets.

33. To acquire and undertake the whole or any part of the business of any person
or company, when such business is of a nature enumerated or described
hereunder.

34. To commence and carry on activities with a view to encourage savings and
investments and participations in income, profits and gains accruing to the
Company from the acquisition, holding, management and disposal of
securities.

35. To place deposits, keep money with security or otherwise either for or
without interest with any person, company, bank, financial and other
institution, trust, corporation, local authority, government, cooperative
society, HUF or other body (whether incorporated or not).

36. To acquire, hold, manage, buy, sell, exchange, mortgage, charge, lease,
license or grant any right or interest in, over or upon any movable or
immovable property of any kind, including contingent and reversionary
interest in any property.

37. To carry on activities of holding any charter or sponsoring any Act of
Legislation and/or to acquire any privilege, monopoly, licence, patent or
other right, power from any government or parliament or from any local or
any other authority in India or elsewhere and to exercise any powers,
rights, or privileges so obtained and in the matters and for the purposes
aforesaid to act solely or jointly with any other person, corporation or
body and to apply for registration and act as accredited investment advisers
to any mutual fund, unit trust with any regulatory authority in India or
elsewhere.

38. To apply for and become member of any trade association, commodity exchange,
clearing-house, society, company, management association or any other
association, professional body, stock exchange, depository trust company
whether it be in India or elsewhere and to communicate with various chambers
of commerce and other mercantile and public bodies in India or elsewhere,
concert and promote measures for the protection and/or promotion of the
Company's trade, industry and persons engaged therein.

39. To apply for, purchase or otherwise acquire, protect and renew in India or
elsewhere, patents, licences, concessions, patent rights, trade marks,
designs, conferring any exclusive or non-exclusive or limited rights to
their use of any secret or other information regarding any invention,
research which may seem capable of being used for any purpose of the Company
and to use, develop or grant licence in respect thereof or otherwise turn to
account the rights or information so acquired and expend money in improving
any such patents, rights or inventions.

40. To enter into agreements, contracts for, undertake or otherwise arrange for
receiving, mailing or forwarding any circular, notice, report, brochure,
material, article and thing belonging to any company, corporation, firm,
institution or person or persons by means of delivery by hand or otherwise.

41. To purchase, take on lease or licence or in exchange, hire or otherwise
acquire any immovable or movable property, rights or privileges which the
Company may think necessary or convenient, for any business of the Company
and to develop and turn to account and deal with the same and, in
particular, any land, tenements, buildings and easements in such manner as
may be thought expedient and to construct, reconstruct, maintain and alter
any immovable or movable property or works necessary or convenient for the
purpose of the Company and to pay for the same either in cash or in shares
or securities or otherwise and to sell, let, lease or under lease or
otherwise dispose of or grant right over any movable or immovable property
belonging to the Company.

42. To manage land, buildings and other property both movable and immovable and
to collect rents and income and to supply to tenants, users and occupiers,
attendants, servants, waiting-rooms, reading rooms and other conveniences
and services as may be necessary.

43. To apply for, promote and obtain any order, directive, instruction,
regulation, ordinance and other authorization or enactment of the Central or
any state government or any other authority for enabling the Company to put
any of its objects to effect or for effecting any modification or change in
any of the Company's business or constitutions and to oppose any bill,
statute, rule, regulation, guideline, proceeding or application which may
seem to prejudice the Company's business or interests.

44. To open, maintain, operate and close account or accounts with any firm or
company or with any bank or banks or financial institutions or other
financiers and to pay or earn interest and to withdraw money from such
account or accounts.

45. To train or pay for the training in India or abroad of any of the Company's
employee or any person in the interest of or in furtherance of the Company's
objects.

46. To enter into any arrangement with any government or government departments
or authorities or any authority that may seem conducive to the attainment of
the Company's objects and to obtain from any such government or government
departments or authorities any right, privilege, licence and concession
necessary or desirable to obtain and to carry out, exercise, use, or comply
with any such arrangement, right or privilege or concession.

47. Subject to the provisions of the Companies Act, 1956, to distribute any of
the Company's property amongst the Members of the Company.

48. To provide for and furnish or secure to any Member or customer of the
Company or to any subscriber to or purchasee or possessor of any publication
of the Company or of any coupon or ticket, issued with any publication of
the Company, any convenience, advantage, benefit or special privilege, which
may seem expedient or necessary, either gratuitously or otherwise.

49. To sell, improve, manage, develop, exchange, lease, give on licence,
mortgage, dispose of, or transfer business, property and undertakings of the
Company or any part thereof with or without any consideration which the
Company may deem fit to accept for attaining the main objects of the
Company.

50. To provide for the welfare of employees or ex-employees of the Company or
its predecessors in business and the spouse, widow or widower, father
(including stepfather), mother (including stepmother), brother (including

stepbrother), sister (including stepsister), son (including stepson),
daughter (including stepdaughter), son's widow, daughter's widower, deceased
son's children, deceased daughter's children or the dependents of such
employees or ex-employees by building or contributing to the building of
houses or dwellings or by grant of money, pensions, allowances, bonus or
other payments or by building or contributing to the building of houses or
dwelling or by creating and from time to time subscribing or contributing to
provident funds and other associations, institutions, funds or trusts and by
providing or subscribing or contributing towards places of instruction and
recreation, hospitals and dispensaries, medical and other attendances and to
subscribe to, contribute to or otherwise assist charitable, benevolent,
national and/or other institutions or objects.

51. To establish, hold or conduct competitions in respect of contribution or
information suitable for insertion in any publications of the Company or
otherwise for any of the purposes of the Company and to offer and grant
prizes, rewards and premiums of such character and on such terms as may be
expedient.

52. To refer to or agree to refer any claim, demand, dispute or any other
question by or against the Company or in which the Company is interested or
concerned and whether between the Company and third parties, to arbitration
and to observe and perform and do all acts, matters and things necessary to
carry out or enforce the awards.

53. To enter into partnership or into any arrangement for joint ventures in
business for sharing profits, union of interest, lease, licence or
otherwise, reciprocal concession or cooperate with any person, firm or
company or to amalgamate with any person, firm or company carrying on or
proposing to carry on any business.

54. To form, promote, subsidize, organize, assist, maintain and conduct or aid
in forming, promoting, subsidizing, organizing, assisting, maintaining
research laboratories, experimental workshops or conducting studies,
research, aiding tests and experiments on scientific, technical, economic,
commercial or any other subject and undertake all types of technical,
economic and financial investigations and aid or assist or enter into
partnership with any institution, university, company, partnership firm or
person or persons undertaking or conducting such research, study and
provide, subsidize, endow, assist in laboratories, workshops, libraries,
meetings, lectures and conferences and by providing for the remuneration of
professors or teachers on any subject and by providing for the awards,
exhibitions, scholarships, prizes and grants to students or otherwise and
generally to encourage, promote and reward studies, researches,
investigations, experiments, tests and inventions of any kind.

55. To establish and maintain branches and agencies at any place or places in
India or other parts of the world for the conduct of the business of the
Company or for the purposes of enabling the Company to carry on its business
more efficiently and to exercise all or any of its corporate powers, rights
and privileges and to conduct its business in all or any of its branch in
the Union of India and in any or all states, territories, possessions,
colonies and dependencies and to discontinue and reconstitute any such
offices, branches or agencies.

56. To enter into any contract or arrangement for more efficient conduct of the
business of the Company or any part thereof and to subcontract any such
contract or arrangement.

57. To adopt such means of making known and advertising the business and
products of the Company as may be expedient.

58. To issue or allot fully or partly-paid shares in the capital of the Company
in payment or part payment of any movable or immovable property purchased or
otherwise acquired by the Company or any services rendered to the Company.

59. To insure any of the property, undertaking, contract, risk or obligation of
the Company in any manner whatsoever.

60. To make donations either in cash or in kind for such objects or causes as
may be directly or indirectly conducive to any of the Company's objects or
otherwise expedient.

61. To do all or any of the object set out herein as are incidental or as may be
thought conducive to the promotion or advancement of the business of the
Company or attainment of the objects of the Company or any of them in India
or elsewhere either as principal, agent, trustee, contractor, and either
along or in conjunction with others and either by or through agents,
contractors, trustees or otherwise and to carry on business which may seem
to the Company capable of being conveniently carried on or which is
calculated directly or indirectly to enhance the value of or render
profitable any of the Company's property or right.

62. To do all such other things as are incidental or conducive to the promotion
or advancements of the business of the Company.

And it is hereby declared that:

(i) the word "company", save when used in reference to this Company in
these presents, shall be deemed to include any partnership or other
body of persons, whether or not incorporated and whether domiciled in
India or elsewhere;

(ii) the several sub-clauses of this clause and all the powers thereof are
to be cumulative and in no case is the generality of any one
sub-clause to be narrowed or restricted by any particularity of any
other sub-clause nor is any general expression in any sub-clause to be
narrowed or restricted by any particularity of expression in the same
sub-clause or by the application of any rule of construction ejusdem
generies or otherwise;

(iii) the term "India", when used in this clause unless repugnant to the
context, shall include all territories, from time to time, comprised
in the Union of India;

(iv) the Company shall have full power to exercise all or any of the powers
conferred by these presents in India and/or any part of the world.

IV. The liability of the Members is limited.

V. The Authorized Share Capital of the Company is Rs. 300,00,00,000/-
(Rupees three hundred crore only) divided into 30,00,00,000 equity
shares of Rs. 10/- each. The Company has power, from time to time, to
increase or reduce its capital and to divide the shares in the capital
for the time being into several classes and to attach thereto
respectively such preferential, cumulative, convertible, guarantee,
qualified or other special rights, privilege, condition or
restriction, as may be determined by or in accordance with the
Articles of Association of the Company and to vary, modify or abrogate
any such right, privilege or condition or restriction in such manner
as may for the time being be permitted by the Articles of Association
of the Company or the legislative provisions for the time being in
force in that behalf.

We, the several persons whose names and addresses are subscribed are desirous of
being formed into a Company in pursuance of this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the Company
set opposite our respective names:

- ---------------------------------------------------------------------------------------------------------------------
Sr Name of the Subscriber Address & Occupation No. of Shares Witness
No. and Signature of each Subscriber taken by each
Subscriber
- ---------------------------------------------------------------------------------------------------------------------

1. Narayanan Vaghul 1301, Radhika 100
S/o. V. Narayanan Off Sayani Road (One Hundred)
Sd/- Prabhadevi
Chairman Mumbai 400 025
ICICI Banker

2. Parampally Vasudeva Maiya Flat No. 172-B 100
S/o. P. Ganapayya Maiya Jolly Maker Apartments I (One Hundred)
Sd/- Cuffe Parade
Executive Director Mumbai 400 005
SCICI Bank Executive

3. Lalita Dileep Gupte 153-C, Mhaskar Building 100
W/o. Dileep Gupte Opp. Ruia Building (One Hundred)
Sd/- Sir Balachander Road
Chief General Manager Matunga
ICICI Mumbai 400 019
Company Executive Mohanraj
S/o. Mishrimal Singhi
4. Girish Sumanlal Mehta A-6, ICICI Apartments 100 Singhi & Co. Advocates,
S/o. Sumanlal Mehta P. Balu Marg (One Hundred) 7, Premchand House Annexe
Sd/- Prabhadevi Ashram Road,
Company Secretary Mumbai 400 025 Ahmedabad 380 009
ICICI Company Executive

5. Shashikant Harilal Bhojani A-73, Ocean Gold 100
S/o. Harilal Bhojani Twin Tower Lane (One Hundred)
Sd/- Prabhadevi
Corporate Legal Advisor Mumbai 400 025
ICICI Company Executive

6. Sethumadhava Rao Ragothaman C-22, ICICI Apartments 100
S/o. K. Sethumadhava Rao P. Balu Marg (One Hundred)
Sd/- Prabhadevi
Deputy General Manager Mumbai 400 025
ICICI Company Executive

7. Kalpana Morparia A-13, Ocean Gold 100
W/o. Jaisingh Morparia Twin Tower Lane (One Hundred)
Sd/- Prabhadevi
Assistant General Manager Mumbai 400 025
ICICI Company Officer

Total number of shares taken 700
(Seven Hundred
Equity Shares)
- ---------------------------------------------------------------------------------------------------------------------

Dated this 22nd day of December, 1993.

Special Adhesive
Stamp Rs. 30,000
14.12.1993

ARTICLES OF ASSOCIATION
OF
ICICI Bank Limited

TABLE A EXCLUDED

1. The regulations contained in Table A in the Schedule I of the Companies Table A not to apply
Act, 1956, shall not apply to the Company except so far as the same are (except as expressly
repeated, contained or expressly made applicable in these presents or by the provided in these
Act. presents)

2. (a) The regulations for the management of the Company and for the Company to be
observance by the Members thereof and their representatives shall, subject as governed by these
aforesaid and to any exercise of the statutory powers of the Company in Articles
reference to the repeal or alteration of or addition to its regulations by
Special Resolution, as prescribed or permitted by the Act, be such as are
contained in these presents.

(b) The provisions of the Banking Regulation Act, 1949, shall have
effect notwithstanding anything to the contrary contained in the Memorandum and
Articles of Association of the Company.

INTERPRETATION

3. In these presents, unless there be something in the subject or context "Interpretation" clause
inconsistent therewith:

"The Act" or "the said Act" means "The Companies Act, 1956" and includes "The Act" or "the said
any statutory modification or re-enactment thereof for the time being in Act"
force.

"Board" or "Board of Directors" means the Board of Directors of the "Board", "Board of
Company. Directors"

"Banking Act" means the Banking Regulation Act, 1949, and includes any "Banking Act"
statutory modification or re-enactment thereof for the time being in
force.

"The Company" means ICICI Bank Limited "The Company"

"Director" or "Directors" means the Director or Directors of the "Directors"
Company.

"Financial Year" means the period of twelve months of a calendar year "Financial Year"
for which accounts, Balance Sheet and Profit and Loss Account have to be
prepared by the Company.

"ICICI" means The Industrial Credit and Investment Corporation of India "ICICI"
Limited, a public company incorporated under the Indian Companies Act,
1913.

"Members" means the duly registered holder, from time to time, of the "Members"
shares of the Company and includes the subscribers to the Memorandum of
Association but does not include a bearer of a share warrant.

"Month" means calendar month. "Month"

"The Office" means the Registered Office for the time being of the "The Office"
Company.

"These presents" means these Articles of Association as originally "These presents"
framed or as altered and amended from time to time.

"The Register" means the Register of Members kept by the Company "The Register"
pursuant to Section 150 (1) of the Act.

"Registrar" means the Registrar of Companies of the state in which the "The Registrar"
Office of the Company is for the time being situated.

"Regulatory Agencies" means any authority appointed under the Act or the "Regulatory Agencies"
Banking Act and includes the Central Government, Company Law Board, the
Registrar or any other authority appointed under the Act and the Reserve
Bank of India acting through any of its duly authorized officer under
the Banking Act or any other authority authorized to exercise any power
under any other law for the time being in force.

"Reserve Bank" "Reserve Bank" means the Reserve Bank of India established under the Reserve Bank
of India Act, 1934 (2 of 1934).

"The said Acts" "The said Acts" means the Act and the Banking Act referred to collectively.

"The Seal" "The Seal" means the Common Seal for the time being of the Company.

"In Writing" or "Writing" or "Written" shall include printing and lithography and any other mode
"Written" or modes of representing or reproducing words in a visible form.

Singular number Words importing the singular number include where the context admits or requires
the plural number and vice versa.

Gender Words importing the masculine gender only shall include the feminine gender.

Persons Words importing persons shall include the Central or state governments,
corporations, firms, individuals, trusts, societies, associations and other
bodies, whether incorporated or not.

Expression in the Act to Subject as aforesaid any words or expression defined in the Act except where it is
bear the same meaning repugnant to the subject or context hereof shall bear the same meaning in these
in Articles presents.

Marginal notes The marginal notes hereto shall not affect the construction or meaning hereof.

PRELIMINARY

Copies of Memorandum 4. Copies of the Memorandum and Articles of Association of the Company and every
and Articles of Agreement and every resolution referred to in Section 192 of the Act) shall be furnished
Association, etc. to every Member at his request within the period and on payment of such sum as may be
to be furnished prescribed by the Act.

CAPITAL

Capital 5. (a) The Authorized Share Capital of the Company is Rs. 300,00,00,000/- (Rupees
three hundred crore only) divided into 30,00,00,000 equity shares of Rs. 10/- each.

Power to increase (b) The Company has power from time to time to increase or reduce its capital and
or reduce capital to divide the shares in the capital for the time being into several classes and to attach
thereto, respectively, such preferential, cumulative, convertible, guarantee, qualified
or other special rights, privileges, conditions or restrictions, as may be determined by
or in accordance with these presents and to vary, modify or abrogate any such right,
privileges or conditions or restrictions in such manner as may for the time being be
permitted by these presents or the legislative provisions for the time being in force in
that behalf.

Power to issue (c) Subject to the provisions of Section 80(1) of the Act the Company shall have
Redeemable the power to issue preference shares which are, or at the option of the Company are to
Preference Shares be, liable to be redeemed.

Provided that:

(i) no such shares shall be redeemed except out of profits of the Company
which would otherwise be available for dividend or out of the proceeds of
a fresh issue of shares made for the purposes of the redemption;

(ii) no such shares shall be redeemed unless they are fully paid;

(iii) the premium, if any, payable on redemption must have been provided for
out of the profits of the Company or the Company's Share Premium Account
before the shares are redeemed; and

(iv) where any such shares are redeemed otherwise than out of the proceeds of
a fresh issue, there shall, out of profits which would otherwise have
been available for dividend, be transferred to a reserve fund, to be
called the "Capital Redemption Reserve Account", a sum equal to the
nominal amount of the shares redeemed and the provisions of the Act
relating to the reduction of the share capital of the Company shall,
apply as if the Capital Redemption Reserve Account were paid-up share
capital of the Company.

Subject to the rights of the holders of any other shares entitled by the terms of
issue to preferential repayment over the equity shares in the event of winding up
of the

Company, the holders of the equity shares shall be entitled to be repaid
the amounts of capital paid up or credited as paid up on such equity
shares and all surplus assets thereafter shall belong to the holders of
the equity shares in proportion to the amount paid up or credited as
paid up on such equity shares respectively at the commencement of the
winding up.

6. The Company shall cause to be kept a Register of Members, an Index of Register of Members
Members, a Register and Index of Debenture-holders in accordance with Sections and Debenture-holders
150, 151 and 152 of the Act.

7. The Directors shall, subject to the provisions of Section 154 of the Closure of Register of
Act, have power to close the Register of Members or Debenture-holders of the Members, etc.
Company.

8. The Company may exercise the powers conferred on it by Section 157 of Foreign register
the Act with regard to the keeping of a foreign register and the Board may,
subject to the provisions of Section 158 of the Act, make and vary such
regulations as it may think fit in respect of the keeping of any such Register.

9. (a) The Register of Members, the Index of Members, the Register and Inspection of Register of
Index of Debenture-holders and copies of all Annual Returns prepared under Members,
Section 159 of the Act together with the copies of certificates and documents Debenture-holders, etc.
required to be annexed thereto under Section 161 of the Act shall, except when
the Register of Members or Debenture-holders is closed under the provisions of
the Act or these presents, be kept open to inspection at the Office on any
working day between 11.00 a.m. and 1.00 p.m. or such other time as the Board may
determine, from time to time, of any Member or Debenture-holder gratis and to
inspection of any other person on payment of such sum as may be prescribed by
the Act.

(b) Any such Member, Debenture-holder or other person may make extracts Extracts or Copy of
therefrom without fee or additional fee as the case may be or require a copy of Register, etc.
any Register, Index or copy or of any part thereof on payment of such sum as may
be prescribed by the Act. The Directors may at their discretion reduce or waive
the sum payable for each inspection or extract.

(c) The Company shall send to any Member, Debenture-holder or other The Company to send
persons, on request, a copy of the Register of Members, the Index of Members, copy of Register, etc.
the Register and Index of Debenture-holders or any part thereof required under
the Act, on payment of such sum as may be prescribed by the Act. The copy shall
be sent within the period prescribed by the Act.

10. In accordance with the provisions of the Act: Nature and numbering
of shares
(a) The shares or other interest of any Member in the Company shall be
movable property, transferable in the manner provided hereunder.

(b) Each share in the Company shall be distinguished by its appropriate
number.

(c) A certificate under the Common Seal of the Company specifying any
shares held by any Member shall be prima facie evidence of the title of the
Member to such shares.

The shares in the capital of the Company shall be numbered Shares to be numbered
progressively according to their several denominations and except in the manner progressively and no
mentioned in these presents, no share shall be subdivided. share to be subdivided

11. The Directors shall observe the restrictions as to allotment contained Restriction on allotment
in Sections 69 and 70 of the Act.

12. Subject to the provisions of the Act and these presents, the shares in Shares at the disposal of
the capital of the Company for the time being (including any shares forming part the Directors
of any increased capital of the Company) shall be under the control of the
Directors who may issue, allot or otherwise dispose of the same or any of them
to such persons in such proportion and on such terms and conditions and either
at a premium or at par or at a discount (subject to compliance with the
provisions of Section 79 of the Act and subject to the provisions of the Banking
Act) and at such times as they may from time to time think fit and proper.

13. Subject to the provisions of the Act and these presents, the Directors Directors may allot
may allot and issue shares in the capital of the Company as payment or part shares as fully-paid-up
payment for any property sold or goods transferred or machinery supplied or for or partly paid-up
services rendered to the Company and any shares which may be so allotted may be
issued as fully paid-up or partly paid-up shares and if so issued shall be
deemed to be fully paid-up shares or partly paid-up shares.

Unclassified shares 14. Any unclassified shares (whether forming part of the original capital or of any
increased capital of the Company) may, subject to the provisions of the Act and these
presents, be issued and in particular such shares may be issued with a preferential or
qualified right as to dividends and in the distribution of the assets of the Company.

Issue of shares by 15. In addition to and without derogating from the powers for this purpose conferred
General Meeting on the Directors under Article 12, the Company in General Meeting may, subject to the
provisions of Section 81 of the Act, determine that any shares (whether forming part of
the original capital or of any increased capital of the Company) shall be offered to such
persons (whether Members or holders of debentures of the Company or not) in such
proportion and on such terms and conditions and either at a premium or at par or at a
discount (subject to compliance with the provisions of Section 79 of the Act and subject
to the provisions of the Banking Act), as such General Meeting may determine and with
full power to give to any person (whether a Member or holder of debentures of the Company
or not) the option to call for or be allotted shares of any class of the Company either
at par or at a premium or subject as aforesaid at discount, such option being exercisable
at such time and for such consideration as may be directed by such General Meeting or the
Company in General Meeting may, subject to the provisions of Section 81 of the Act, make
any other provisions whatsoever for the issue, allotment or disposal of any shares.

Acceptance of shares 16. Any application signed by or on behalf of an applicant for shares in the Company,
followed by an allotment of any share therein, shall be an acceptance of shares within
the meaning of these presents and every person who thus or otherwise accepts any share(s)
and whose name is entered in the Register of Members shall, for the purpose of these
presents, be a Member.

Deposit and calls, 17. The money (if any) which the Directors shall, on the allotment of any shares)
etc., to be debt being made by them, require or direct to be paid by way of deposit, call or otherwise, in
payable immediately respect of any share(s) allotted by them, shall immediately on the insertion of the name
of the allottee in the Register of Members as the name of the holder of such shares,
become a debt due to and recoverable by the Company from the allottee thereof and shall
be paid by him accordingly.

Issue of shares at 18. The Company may issue at a discount shares in the Company of a class already
a discount issued if the following conditions are fulfilled, viz:

(a) the issue of the shares at a discount is authorized by a resolution passed
by the Company in General Meeting and sanctioned by the Company Law Board;

(b) the resolution specifies the maximum rate of discount at which the shares
are to be issued;

(c) not less than one year has at the date of the issue elapsed since the date
on which the Company was entitled to commence business; and

(d) the shares to be issued at a discount are issued within two months after
the date on which issue is sanctioned by the Company Law Board or within
such extended time as the Company Law Board may allow.

Instalments on 19. If, by the conditions of allotment of any shares, the whole or part of the amount
shares or issue price thereof shall be payable by instalments, every such instalment shall, when
due, be paid up to the Company by the person who for the time being and from time to time
shall be the registered holder of the share or his legal representative.

Calls on shares of 20. Where any calls for further share capital are made on shares, such calls shall be
the same class to made on a uniform basis on all shares falling under the same class. For the purposes of
be on uniform basis this Article, shares of the same nominal value on which different amounts have been paid
up shall not be deemed to fall under the same class.

Company not bound to 21. Save as herein otherwise provided, the Company shall be entitled to treat the
recognize any person whose name appears on the Register of Members as the holder of any share as the
interest in shares absolute owner thereof and, accordingly, shall not (except as ordered by a court of
other than that of competent jurisdiction or as by law required) be bound to recognize any benami trust or
the registered equity or equitable, contingent or other claim to or interest in such share on the part
holders of any other person whether or not it shall have express or implied notice thereof.

Company's funds may 22. Except to the extent allowed by Section 77 of the Act, no part of the funds of the
not be employed/lent Company shall be employed/lent for acquiring the shares of the Company.
for acquiring shares
of the Company

UNDERWRITING COMMISSION

23. The Company may at any time pay a commission to any person for Commission for
subscribing or agreeing to subscribe (whether absolutely or conditionally) for subscribing to shares
any shares, debentures or other securities of the Company or procuring or
agreeing to procure subscriptions (whether absolute or conditional) for any
shares, debentures or other securities of the Company but so that if the
commission in respect of the shares, debentures or other securities shall be
paid or payable out of the capital, the statutory conditions and requirements
shall be observed and complied with and the amount or rate of commission shall
not exceed the rates prescribed by the Act and the Banking Act. The commission
may be paid or satisfied in cash or in shares, debentures or other securities of
the Company or partly in one and partly in the other. The Company may also, on
any issue of shares, debentures or other securities pay such brokerage as may be
lawful.

CERTIFICATES

24. (a) The certificates of shares shall be issued in accordance with the Issue of certificates
provisions of the Companies (Issue of Share Certificates) Rules, 1960.

(b) Unless prohibited by any provision of law or of any order of any Delivery of share
court, tribunal or other authority, the Company shall, within three months or certificates
such extended period as may be permitted pursuant to the provisions of the Act
after the allotment of any of its shares, debentures, debenture stock and within
two months after the application for the registration of the transfer of any
such shares, debentures, debentures stock, deliver the certificates of all
shares, debentures, debenture stock allotted or transferred.

25. (a) A certificate may be renewed or a duplicate of a certificate may be Issue of new certificate
issued if such certificate: in place of one defaced,
lost or destroyed
(i) is proved to have been lost or destroyed; or

(ii) having been defaced or mutilated or torn, is surrendered to
the Company; or

(iii) has no further space on the back thereof for endorsement of
transfer.

(b) The manner of issue or renewal of a certificate or issue of a Manner of issue,
duplicate thereof, the form of a certificate (original or renewed) or of a renewal, etc., of certificate
duplicate thereof, the particulars to be entered in the Register of Members or
in the Register of renewed or duplicate certificates, the form of such
Registers, the fee on payment of which, the terms and conditions, if any,
including terms and conditions as to evidence and indemnity and the payment of
out-of-pocket expenses incurred by the Company in investigating evidence, on
which a certificate may be renewed or a duplicate thereof may be issued, shall
be such as prescribed by the Companies (Issue of Share Certificates) Rules,
1960, or any other Rules in substitution or modification thereof.

26. (a) If and whenever, as a result of issue of new shares, the Fractional certificates
consolidation or subdivision of shares, any Member becomes entitled to any
fractional part of a share, the Directors may subject to the provisions of the
Act and these presents and to the directions, if any, of the Company in General
Meeting:

(i) issue to such Member fractional certificate or certificates
representing such fractional part. Such fractional
certificate or certificates shall not be registered, nor
shall they bear any dividend until exchanged with other
fractional certificates for an entire share. The Directors
may, however, fix the time within which such fractional
certificates are to be exchanged for an entire share and may
extend such time and if at the expiry of such time, any
fractional certificates shall be deemed to be cancelled and
the Directors shall sell the shares represented by such
cancelled fractional certificates for the best price
reasonably obtainable; or

(ii) to sell the shares represented by all such fractional parts
for the best price reasonably obtainable.

(b) In the event of any shares being sold, in pursuance of sub-article
(a) (ii) above, the Directors shall pay and distribute to and amongst the
persons entitled, in due proportion the net sale proceeds thereof.

(c) For the purpose of giving effect to any such sale, the Directors
may authorize any person to transfer the shares sold to the purchaser thereof,
comprised in any such transfer and he shall not be bound to see to the
application of purchase money nor shall his title to the shares be affected by
any irregularity or invalidity in the proceedings in reference to the same.

CALLS

Calls 27. The Directors may from time to time make such calls as they think fit upon the
Members in respect of all moneys unpaid on the shares held by them, respectively, and not
by the conditions of allotment thereof made payable at fixed times and each Member shall
pay the amount of every call so made on him to the person and at the times and places
appointed by the Directors. A call may be made payable by instalments.

Call to date from 28. A call shall be deemed to have been made at the time when the resolution of the
resolution Directors authorizing such call was passed and may be made payable by Members on such
date or at the discretion of the Directors on such subsequent date as shall be fixed by
the Directors.

Notice of call 29. Not less than 14 days' notice of every call shall be given, specifying the time
and place of payment, provided that before the time for payment of such call, the
Directors may by notice in writing to the Members revoke or postpone the same.

Directors may extend 30. The Directors may from time to time, at their discretion, extend the time fixed
time for the payment of any call by such Member(s) for such cause as the Directors may deem
fit, but no Member(s) shall be entitled to such extension save as a matter of grace and
favor.

Amount payable at 31. If by the terms of issue of any share or otherwise any amount is made payable at
fixed time or by any fixed time or by instalments at fixed times, whether on account of the amount of the
instalments as calls share or by way of premium, every such amount or instalment shall be payable as if it
were a call duly made by the Directors and of which due notice has been given and all the
provisions herein contained in respect of calls shall relate to such amount or instalment
accordingly.

When interest on call 32. If the sum payable in respect of any call or instalment be not paid on or before
or instalment payable the day appointed for payment thereof, the holder for the time being or the allottee of
the share in respect of which a call shall have been made or the instalment shall be due,
shall pay interest on the same at such rate as the Directors shall fix from time to time
from the day appointed for the payment thereof to the date of actual payment, but the
Directors may, in their absolute discretion, waive payment of such interest wholly or in
part.

Partial payment not 33. Neither a judgement nor a decree in favour of the Company for calls or other
to preclude forfeiture moneys due in respect of any shares nor any part payment or satisfaction thereunder nor
the receipt by the Company of a portion of any money which shall from time to time be due
from any Member in respect of any shares either by way of principal or interest nor any
indulgence granted by the Company in respect of payment of any money shall preclude the
forfeiture of such shares as herein provided.

Payment in advance to 34. The Directors may, if they think fit, receive from any Member willing to advance
preclude forfeiture the same, all or any part of the moneys due upon the shares held by him beyond the sums
actually called up, and upon the moneys so paid in advance or so much thereof as from
time to time exceeds the amount of the calls then made upon the shares in respect of
which such advance has been made the Company may pay interest at such rate as the Member
paying such sum in advance and the Directors agree upon and the Directors may at any time
repay the amount so advanced upon giving to such Member one month's notice in writing.

Members not entitled 35. No Member shall be entitled to receive any dividend or to exercise any privilege
to privileges of as a Member until he shall have paid all calls for the time being due and payable on
membership until all every share held by him whether alone or jointly with any person, together with interest
calls are paid and expenses, if any.

Evidence in actions 36. On the trial or hearing of any action or suit brought by the Company against any
by Company against Member or his legal representatives for the recovery of any moneys claimed to be due to
shareholders the Company in respect of his shares, it shall be sufficient to prove that the name of
the Member, in respect of whose shares the moneys are sought to be recovered, is entered
in the Register of Members as a Member/one of the Members at or any subsequent date on
which the moneys sought to be recovered are alleged to have become due on the shares and
that the resolution making the call is duly recorded in the Minute book and the notice of
such call was duly given to the Member, holder or joint-holder or his legal
representatives sued in pursuance of these presents. It shall not be necessary to prove
the appointment of Directors who made such call, nor that the quorum of Directors was
present at the Board at which any such call was made nor that the Meeting at which any
such call was made had been duly convened or constituted nor any other matter whatsoever
but the proof of the matters aforesaid shall be conclusive evidence of the debt.

FORFEITURE, SURRENDER AND LIEN

37. If any Member fails to pay the whole or any part of any call or If call or instalment not
instalment or any money due in respect of any share(s) either by way of paid, notice must be
principal or interest on or before the day appointed for the payment of the given
same, the Directors may at any time thereafter during such time as the call or
instalment or any part thereof or other moneys remain unpaid or a judgement or
decree in respect thereof remains unsatisfied in whole or in part serve a notice
on such Member or on the person (if any) entitled to the share(s) by
transmission requiring him to pay such call or instalment or such part thereof
or other moneys as remain unpaid together with any interest that may have
accrued and all expenses (legal or otherwise) that may have been incurred by the
Company by reason of such non-payment.

38. The notice shall name a day not being less than 14 days from the date Forms of notice
of the notice and the place or places on and at which such call or instalment or
such part or other moneys as aforesaid and such interest and expenses as
aforesaid are to be paid. The notice shall also state that in the event of
non-payment at or before the time and at the place appointed the share(s) in
respect of which the call was made or instalments is payable will be liable to
be forfeited.

39. If the requisition of any such notice as aforesaid is not complied with In default of payment,
any of the share(s) in respect of which such notice has been given may, at any shares may be forfeited
time thereafter before payment of all calls or instalments, interest and
expenses or the money due in respect thereof, be forfeited by a resolution of
the Directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited share(s) and not actually paid before the
forfeiture.

40. When any share(s) shall have been so forfeited an entry of the Entry of forfeiture on
forfeiture with the date thereof shall be made in the Register of Members. Register of Members

41. Any share(s) so forfeited shall be deemed to be the property of the Forfeited shares to be
Company and may be sold, re-allotted or otherwise disposed of either to the property of the
original holder thereof or to any other person upon such terms and in such Company and may be
manner as the Directors shall think fit. sold, etc.

42. The Directors may at any time before any share(s) so forfeited shall Power to annul forfeiture
have been sold, re-allotted or otherwise disposed of, annul the forfeiture
thereof upon such conditions as they think fit.

43. The forfeiture of share(s) shall involve the extinction at the time of Effect of forfeiture
the forfeiture, of all interest in and all claims and demand against the Company
in respect of the share(s) and all other rights incidental to the share(s),
except only such of those rights as by these presents are expressly saved.

44. Any Member whose share(s) has/have been forfeited shall, Shareholders liable to
notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the pay money and interest
Company all calls, instalments, interest, expenses and other moneys owing upon owing at the time of
or in respect of such shares at the time of the forfeiture together with further forfeiture
interest thereon from the time of the forfeiture until payment at such rate as
the Directors may determine and the Directors may enforce the payment of the
whole or a portion thereof if they think fit but shall not be under any
obligation to do so.

45. A certificate in writing under the hand of any Director or the Certificat of forfeiture
Secretary or such other person as may be authorized from time to time that the
call in respect of share(s) was made and that the forfeiture of share(s) was
made, by a resolution of the Directors to that effect, shall be conclusive
evidence of the fact stated therein as against all persons entitled to such
share.

46. The Company may receive consideration, if any, given for the share(s) Title of purchaser and
on any sale, re-allotment or other disposition thereof and the person to whom allotee of forfeited share
such share(s) is sold, re-allotted or disposed of may be registered as the
holder of the share(s) and shall not be bound to see to the application of the
consideration, if any, nor shall his title to the share(s) be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture,
sale, re-allotment or other disposal of the share(s).

47. Upon sale, re-allotment or other disposal under the provisions of these Cancellation of share
presents, the certificate or certificates originally issued in respect of the certificates in respect of
relative share(s) shall (unless the same shall on demand by the Company have forfeited shares
been previously surrendered to it by the defaulting Member) stand cancelled
automatically and become null and void and of no effect and the Directors shall
be entitled to issue a new certificate or certificates in respect of such
share(s) to the person(s) entitled thereto.

Application of 48. The provisions of these Articles as to the forfeiture shall apply in the case of
forfeiture non-payment of any sum which by terms of issue of share(s) become payable at a fixed
provisions time, as if the same had been payable by virtue of a call duly made or notified.

Company's lien on 49. The Company shall have no lien on its fully-paid shares. In the case of partly
shares paid-up shares, the Company shall have a first and paramount lien on every share for all
moneys that remain unpaid together with any interest that may have accrued and all
expenses (legal or otherwise) that may have been incurred by the Company by reason of
non-payment of calls. Any such lien shall extend to all dividends from time to time
declared in respect of such shares. Unless otherwise agreed, the registration of a
transfer of shares shall operate as a waiver of the Company's lien, if any, on such
shares.

As to enforcing 50. For the purpose of enforcing such lien, the Directors may sell the shares subject
lien by sale thereto in such manner as they think fit, but no sale shall be made unless some sum in
respect of which the lien exists is presently payable nor until notice in writing of the
intention to sell shall have been served on such Member or the person (if any) entitled
by transmission to the shares and default shall have been made by him in payment of the
sum presently payable for 14 days after such notice.

Application of 51. The net proceeds of any such sale after payment of the costs of such sale shall be
proceeds of sale applied in or towards the satisfaction of the debt or liability in respect whereof the
lien exists so far as the same is presently payable and the residue (if any) paid to the
Member or the person (if any) entitled by transmission to the shares so sold. Provided
that the amount so paid to such Member or person shall not exceed the amount received by
the Company from such Member or person towards such shares.

Surrender of shares 52. The Directors may, subject to the provisions of the Act, accept a surrender of any
share(s) from or any Member desirous of surrendering on such terms as they think fit.

TRANSFER AND TRANSMISSION OF SHARES

Register of 53. The Company shall keep a book to be called the "Register of Transfers" and therein
transfers shall fairly and distinctly enter the particulars of every transfer or transmission of
any share.

Transfer not to be 54. The Company shall not register a transfer of shares in, or debentures of, the
registered except Company, unless in accordance with the provisions of Section 108 of the Act, a proper
on production of instrument of transfer duly stamped and executed by or on behalf of the transferor and by
instrument of or on behalf of the transferee and specifying the name, address and occupation, if any,
transfer of the transferee has been delivered to the Company along with the certificate relating
to the shares or debentures, or if no such certificate is in existence, along with the
letter of allotment of the shares or debentures.

Provided that where on an application in writing made to the Company by the
transferee and bearing the stamp required for an instrument of transfer, it is
proved to the satisfaction of the Directors that the instrument of transfer signed
by or on behalf of the transferor and by or on behalf of the transferee has been
lost, the Company may register the transfer on such terms as to indemnity as the
Board may think fit.

Provided further that nothing in this Article shall prejudice any power of the
Company to register as shareholder or debenture-holder any person to whom the
right to any shares in, or debentures of, the Company has been transmitted by
operation of law.

Transfer by legal 55. A transfer of the shares or other interest in the Company of a deceased Member
representative thereof made by his legal representative shall, although the legal representative is not
himself a Member, be as valid as if he had been a Member at the time of the execution of
the instrument of transfer.

Application for 56. (a) An application for the registration of a transfer of any share(s),
transfer debenture(s) or any other securities or other interest of a Member in the Company may be
made either by the transferor or by the transferee.

(b) Where the application is made by the transferor and relates to partly paid
shares, the transfer shall not be registered, unless the Company gives notice of the
application to the transferee and the transferee makes no objection to the transfer
within two weeks from the receipt of the notice.

(c) For the purpose of sub-article (b) above, notice to the transferee shall be
deemed to have been duly given if it is despatched by prepaid registered post to the
transferee at the address given in the instrument of transfer and shall be deemed to have
been duly delivered at the time at which it would have been delivered in the ordinary
course of post.

57. Nothing in these presents shall prejudice the powers of the Company to Company's power to
refuse to register the transfer of any shares. refuse transfer

58. The transferor shall he deemed to remain the holder of such shares Transferor liable until
until the name of the transferee is entered in the Register of Members in the transferee entered on
respect thereof. Register

59. (a) Notwithstanding anything contained in Articles 54, 55 and 56 but Directors may refuse to
subject to the provisions of Section 111 of the Act and subject to the register transfer
provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules and
Regulations made thereunder and other applicable laws and the Banking Act, the
Directors may, at their absolute and uncontrolled discretion, decline to
register or acknowledge any transfer of shares and by giving reasons for such
refusal and in particular may so decline in respect of the shares upon which the
Company has a lien or whilst any moneys in respect of the shares desired to be
transferred or any of them remain unpaid and such refusal shall not be affected
by the fact that the proposed transferee is already a Member. Provided that
registration of any transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever.

(b) Without prejudice to the foregoing provisions and without limiting
in any manner the generality of the above provisions, the Directors of the
Company may, at their absolute and uncontrolled discretion, refuse to register
the transfer of any shares or other securities of the Company being shares or
securities issued by the Company in favour of any transferee whether individual,
firm, group, constituent of a group, Body Corporate or Bodies Corporate under
the same management or otherwise and whether in his or its own name or in the
name of any other person if the total nominal value of the shares or other
securities intended to be so transferred exceeds, or together with the total
nominal value of any shares or others securities already held in the Company by
such individual, firm, group, constituent of a group, Body Corporate or Bodies
Corporate under the same management or otherwise will exceed one per cent of the
paid-up equity share capital of the Company or, if the Directors are satisfied
that as a result of the proposed transfer of any shares or securities or block
of shares or securities of the Company, a change in the composition of the Board
of Directors or change in the controlling interest of the Company is likely to
take place and that such change would be prejudicial to the interest of the
Company or to the public interest. For the purpose of this Article, the
Directors of the Company shall be entitled, inter alia, to rely upon this
Article to form its own opinion as to whether such registration of transfer of
any of its shares or other securities exceeding one per cent of the paid-up
equity share capital of the Company should be refused or not.

(c) Notwithstanding anything to the contrary, the restrictive
provisions contained in the preceding sub-article (b) shall not apply to the
transfer of any shares or other securities made to and representing the own
investment of any of the following:

(i) public financial institutions within the meaning of Section
4A of the Act;

(ii) public sector banks;

(iii) multilateral agencies, foreign banks and institutions; and

(iv) public sector mutual funds being mutual funds sponsored,
promoted or managed by a public financial institution or a
public sector bank.

60. If the Company refuses to register the transfer of any shares, it Notice of refusal to
shall, within two months from the date on which the instrument of transfer is transferee and transferor
delivered to the Company, send to the transferee and the transferor notice of
the refusal.

61. Subject to the provisions of the Act, no transfer shall be made to a Transfer to minor, etc.
person who is of unsound mind. The Directors may at their absolute discretion
approve a minor, becoming a Member of the Company on such terms as the Directors
may stipulate.

62. The instrument of transfer shall, after registration, be retained by Custody of transfer deeds
the Company and shall remain in its custody. All the instruments of transfer
which the Directors may decline to register shall on demand be returned to the
persons depositing the same. The Directors may cause to be destroyed all
transfer deeds lying with the Company after such period as may be prescribed.

63. The executors or administrators of a deceased Member or a holder of a Title to shares of deceased
Succession Certificate or other legal representative in respect of shares of a holder
deceased Member where he was a sole or only surviving holder shall be the only
person whom the Company will be bound to recognize as having any title to the
shares registered in the name of such Member and the Company shall not be bound
to recognize such executors, administrators or holder unless such executors or
administrators shall have first obtained probate or Letters of Administration or
such holder is the holder of a Succession Certificate or other legal
representation as the case may be, from a court of competent jurisdiction.

Provided that in any case where the Directors, at their absolute discretion, think
fit, the Directors may dispense with production of probate or Letters of
Administration or Succession Certificate or other legal representation and under
Article 64 register the name of any person who claims to be absolutely entitled to
the share standing in the name of a deceased Member as a Member.

Registration of 64. Any person becoming entitled to any share in consequence of the death, lunacy,
person entitled to bankruptcy or insolvency of any Member or by any lawful means other than by a transfer in
shares otherwise accordance with these presents, may, with the consent of the Directors (which they shall
than by transfer not be under any obligation to give) upon producing such evidence that he sustains the
(Transmission character in respect of which he proposes to act under this Article or of his title as
Clause) the Directors shall require, either be registered as a Member in respect of such shares
or may subject to the regulations as to transfer contained in these presents transfer
such shares to some other person. This Article is in these presents referred to as the
"Transmission Clause".

Refusal to register 65. The Directors shall have the same right to refuse to register a person entitled by
nominee transmission to any shares or his nominee as if he were the transferee named in an
ordinary transfer presented for registration.

Board may require 66. Every transmission of a share shall be verified in such manner as the Directors
evidence of may require and the Company may refuse to register any transmission until the same be so
transmission verified or until or unless an indemnity be given to the Company with regard to such
registration which the Directors, at their discretion, shall consider sufficient,
provided nevertheless that there shall not be any obligation on the Company or the
Directors to accept any indemnity.

Fee on transfer or 67. A fee not exceeding the prescribed amount may be charged in respect of the
transmission transfer or transmission to the same party of any number of shares of any class or
denomination subject to such maximum on any one transfer or transmission as may from time
to time be fixed by the Directors. Such maximum may be a single fee payable on any one
transfer or on transmission of any number of shares of one class or denomination or may
be on a graduated scale varying with the number of shares of any one class comprised in
one transfer or transmission or may be fixed in any other manner as the Directors may, at
their discretion, determine. The Directors in their absolute discretion may reduce or
waive any fee payable.

The Company not 68. The Company shall incur no liability or responsibility whatever in consequence of
liable for disregard their registering or giving effect to any transfer of shares made or purporting to be
of a notice made by the apparent legal owner thereof (as shown or appearing in the Register of
prohibiting Members) to the prejudice of persons having or claiming any equitable right, title or
registration of interest to or in the same shares notwithstanding that the Company may have had notice of
transfer such equitable right, title or interest or notice prohibiting registration of such
transfer, and may have entered such notice or referred thereto in any book of the Company
and the Company shall not be bound or required to regard or attend or give effect to any
notice which may be given to them of any equitable right, title or interest or be under
any liability whatsoever for refusing or neglecting to do so though it may have been
entered or referred to in some book of the Company but the Company shall nevertheless be
at liberty to regard and attend to any such notice and give effect thereto, if the
Directors shall so think fit.

CONVERSION OF SHARES INTO STOCK

Conversion of shares 69. The Company may, by Ordinary Resolution:
into stock and
reconversion (a) convert any paid-up shares into stock; and

(b) reconvert any stock into paid-up shares of any denomination.

Transfer of stock 70. The holders of stock may transfer the same or any part thereof in the same manner
as, and subject to the same regulations under which, the shares from which the stock
arose might, before the conversion, have been transferred, or as near thereto as
circumstances admit.

Provided that the Board may from time to time fix the minimum amount of stock
transferable, so, however, that such minimum shall not exceed the nominal amount
of the shares from which the stock arose.

Rights of 71. The holders of stock shall, according to the amount of stock held by them, have
stockholders the same rights, privileges and advantages as regards dividends, voting at meetings of
the Company and other matters, as if they held the shares from which the stock arose; but
no such privilege or advantage (except participation in the dividends and profits of the
Company and in the assets on winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or advantage.

72. Such of the regulations of the Company (other than those relating to Share regulations to
share warrants) as are applicable to paid-up shares shall apply to stock and the apply
words, "share" and "shareholder" in those regulations shall include "stock" and
"stockholder" respectively.

INCREASE, REDUCTION AND ALTERATION OF CAPITAL

73. The Company may from time to time increase its share capital by issuing Increase of capital
new shares, subject to the provisions of the Banking Regulation Act, 1949.

74. The new shares (except such of them as shall be unclassified shares On what conditions new
subject to the provisions of Article 14) shall, subject to the provision of the shares may be issued
Act and these presents, be issued upon such terms and conditions and with such
rights and privileges annexed and in particular such shares may be issued with a
preferential or qualified right to dividends and in distribution of the assets
of the Company. Any preference share so issued shall be redeemable within such
period as may be prescribed.

75. The new shares (resulting from an increase of capital as aforesaid) Further issue of capital
may, subject to the provision of the Act and these presents, be issued or
disposed of by the Company in General Meeting or by the Directors under their
powers in accordance with the provisions of Articles 12, 13, 14, 15 and the
following provisions:

(a) (i) such new shares shall be offered to the persons who, at the
date of the offer, are holders of the equity shares of the
Company in proportion, as nearly as circumstances admit, to
the capital paid up on those shares at that date;

(ii) the offer aforesaid shall be made by notice specifying the
number of shares offered and limiting a time not being less
than 15 days from the date of the offer within which the
offer, if not accepted, will be deemed to have been declined;

(iii) the offer aforesaid shall be deemed to include a right
exercisable by the persons concerned to renounce the shares
offered to him or any of them in favour of any other person
and the notice referred to in clause (ii) above shall contain
a statement of this right; and

(iv) after the expiry of the time specified in the notice
aforesaid, or on receipt of earlier intimation from the
person to whom such notice is given that he declines to
accept the shares offered, the Board of Directors may dispose
them of in such manner as they think most beneficial to the
Company.

(b) Nothing in clause (iii) of sub-article (a) above shall be deemed;

(i) to extend the time within which the offer should be accepted;
or

(ii) to authorize any person to exercise the right of renunciation
for a second time on the ground that the person in whose
favour the renunciation was first made has declined to take
the shares comprised in the renunciation.

(c) Nothing in Article 75 of these presents shall apply to the increase
of the subscribed capital of the Company caused by the exercise of
an option attached to the debentures issued or loans raised by the
Company:

(i) to convert such debentures or loans into shares in the
Company; or

(ii) to subscribe to shares in the Company.

76. In addition to and without derogating from the powers for the purpose Shares under control of
conferred on the Directors under Article 15 the Company in General Meeting may, General Meeting
in accordance with the provisions of Section 81 of the Act, determine that any
shares (whether forming part of the original capital or of any increased capital
of the Company) shall be offered to such persons (whether Members or holders of
debentures of the Company or not) in such proportion and on such terms and
conditions and either at a premium or at par or at a discount, (subject to
compliance with the provisions of Section 79 of the Act) as such General Meeting
shall determine.

77. Except so far as otherwise provided by the conditions of issue or by Same as original capital
these presents any capital raised by the creation of new shares shall be
considered part of the original capital and shall be subject to the provisions
herein contained with reference to the payment of calls and instalments,
transfer and transmission, forfeiture, lien, surrender, voting and otherwise.

Reduction of capital 78. The Company may from time to time by Special Resolution reduce its share capital
(including the Capital Redemption Reserve Account, if any) in any way authorized by law
and, in particular, may pay off any paid-up share capital upon the footing that it may be
called up again or otherwise and may if and so far as necessary alter its Memorandum and
Articles of Association reducing the amount of its share capital and of its shares
accordingly.

Division and 79. The Company may in General Meeting by Ordinary Resolution alter the condition of
subdivision of its Memorandum and Articles of Association as follows:
shares
(a) Consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares.

(b) Subdivide shares or any of them into shares of smaller amount than originally
fixed by the Memorandum, subject nevertheless to the provisions of the Act in that
behalf.

(c) Cancel shares which, at the date of such General Meeting, have not been taken
or agreed to be taken by any person and diminish the amount of its share capital by the
amount of the shares so cancelled.

Directors' 80. The Directors may, at their absolute discretion, refuse applications for the
discretion subdivision of share certificates, debenture or bond certificates into denominations of
regarding less than the marketable lot except when such subdivision is required to be made to
subdivision comply with a statutory provision or an order of a competent court of law.

MODIFICATION OF CLASS RIGHTS

Power to modify 81. (a) If, at any time, the share capital of the Company is divided into different
rights of different classes of shares, the rights and privileges attached to the shares of an class may,
classes of subject to the provisions of the Act, and whether or not the Company is being wound up,
shareholders and be varied, modified, commuted, affected or abrogated with the consent in writing of the
the rights of holders of not less than three-fourths of the issued shares of that class or with the
dissentient sanction of a Special Resolution passed at a separate meeting of the holders of the
shareholders issued shares of that class.

(b) This Article is not to derogate from any power the Company would have had if
this Article were omitted and the right of the dissentient shareholders being holders of
not less in the aggregate than 10 per cent of the issued shares of that class, being
persons who did not consent to or vote in favour of the Resolution for the variation, to
apply to the Court to have the variations or modifications cancelled as provided in
Section 107 of the Act.

JOINT-HOLDERS

Joint-holders 82. Where two or more persons are registered as the holders of any share, they shall
be deemed to hold the same as joint tenants with benefits of survivorship, subject to the
following and other provisions contained in these presents:

Company may refuse (a) The Company shall be entitled to decline to register more than three persons
to register more as the joint-holders of any share.
than three persons
Joint and several (b) The joint-holders of any share shall be liable severally as well as jointly
liability for all for and in respect of all calls and other payments which ought to be made in respect of
payments in respect such share.
of shares
Title of survivors (c) On the death of any such joint-holder, the survivor or survivors shall be the
only person or persons recognized by the Company as having any title to the share but the
Directors may require such evidence of death as they may deem fit and nothing herein
contained shall be taken to release the estate of a deceased joint-holder from any
liability on shares held by him jointly with any other person.

Receipt of one (d) Any one of such joint-holders may give effectual receipts for any dividends or
joint-holder other moneys payable in respect of such share.
sufficient
Delivery of (e) Only the person whose name stands first in the Register of Members as one of
certificates and the joint-holders of any share shall be entitled to delivery of the certificate relating
giving notice to to such share or to receive notice (which expression shall be deemed to include all
first-named holder documents mentioned in Article 191 from the Company and any notice given to such person
shall be deemed notice to all the joint-holders.

Votes of (f) Any one of two or more joint-holders may vote at any meeting, either
joint-holders personally or by attorney or by proxy, in respect of such share as if he were solely
entitled

thereto and if more than one of such joint holders be present at any meeting
personally or by proxy or by attorney then, that one of such persons so present
whose name stands first or higher (as the case may be) in the Register in
respect of such share shall alone be entitled to vote in respect thereof but the
other or others of the joint-holders shall be entitled to be present at the
meeting, provided always that a joint-holder present at any meeting personally
shall be entitled to vote in preference to a joint-holder present by attorney or
by proxy although the name of such joint-holder present by attorney or proxy
stands first or higher (as the case may be) in the Register in respect of such
shares. Several executors or administrators of a deceased Member in whose
(deceased Member's) sole name any share stands shall, for the purpose of this
clause, be deemed joint-holders.

BORROWING POWERS

83. Subject to the relevant provisions of the Act, the Board of Directors Power to borrow
may from time to time, by a resolution passed at a meeting of the Board, borrow
moneys and may generally raise and secure the payment of such sum or sums in
such manner and upon such terms and conditions in all respects as they think fit
and in particular by the issue of bonds, perpetual or redeemable debentures or
debenture stock or any mortgage or charge or other security on the undertaking
or the whole or any part of the property of the Company (both present and
future) including its uncalled capital for the time being.

Provided that the Directors shall not borrow moneys, where moneys to be
borrowed together with the moneys borrowed by the Company, apart from
temporary loans obtained in its ordinary course of business and except
as otherwise provided hereafter, shall exceed the aggregate of the
paid-up capital of the Company and its free reserves, that is to say,
reserves not set apart for any specific purpose.
Provided, however, that:

(a) nothing contained hereinabove shall apply to any sums of
moneys borrowed by the Company from any other banking
companies or from the Reserve Bank of India, State Bank of
India or any other bank established by or under any law for
the time being in force;

(b) acceptance by the Company in the ordinary course of business
of deposits of moneys shall not be deemed to be borrowing of
moneys by the Company for the purpose aforesaid.

Provided, further, that the Company shall not create:

(a) charge upon any unpaid capital of the Company; and

(b) a floating charge on the undertaking or any property of the
Company or any part thereof unless the creation of such
floating charge is certified in writing by the Reserve Bank
of India as provided in the Banking Act.

84. Any bonds, debentures, debenture stock or other securities issued or to Bonds, debentures, etc.,
be issued by the Company shall be under the control of the Directors who may to be subject to the
issue them upon such terms and conditions and in such manner and for such control of Directors
consideration as they shall consider to be for the benefit of the Company.

85. Debentures, debenture stock, bonds or other securities may be made Securities may be
assignable free from any equities between the Company and the person to whom the assignable free from
same may be issued. equities

86. Subject to the provision of the said Acts, any bonds, debentures, Issue of bonds,
debenture stock or other securities may be issued at a discount, premium or at debentures, etc., at
par and with any special privileges as to redemption, surrender, drawing, discount, etc., or with
allotment of shares, appointment of Directors or otherwise. special privilege

87. If any uncalled capital of the Company is included in or charged by any Mortgage of uncalled
mortgage or other security, the Directors may authorize the person in whose capital
favour such mortgage or security is executed or any other person in trust for
him to make calls on the Members in respect of such uncalled capital and the
provisions hereinbefore contained in regard to calls shall mutatis mutandis
apply to calls made under such authority and such authority may be made
exercisable either conditionally or unconditionally and either presently or
contingently and either to the exclusion of the Directors' power or otherwise
and shall be assignable if expressed so to be.

88. The Directors shall cause a proper register to be kept in accordance Register of charges
with the provisions of Section 143 of the Act of all mortgages and charges
specifically affecting the property of the Company and shall duly comply with
the requirements of the Act in regard to registration

of mortgages and charges and in regard to inspection to be given to creditors or Members
of the Register of Charges and of copies of instruments creating charges. Such sum as may
be prescribed by the Act shall be payable by any person other than a creditor or Member
of the Company for each inspection of the Register of Charges.

MEETINGS

Annual General Meeting 89. The Company shall, in each year, hold, in addition to any other meetings, a
general meeting which shall be styled as its "Annual General Meeting" in accordance with
the provisions of Section 166 of the Act.

Extraordinary General 90. All general meetings other than Statutory General Meeting and the Annual General
Meeting Meetings shall be called Extraordinary General Meetings.

Calling of 91. The Board of Directors may, whenever they think fit, and shall, on the requisition
Extraordinary of such number of Members of the Company as is specified in sub-article (c) of this
General Meetings Article forthwith proceed and call an Extraordinary General Meeting of the Company and in
case of such requisition the following provisions shall apply:

(a) The requisition shall set out the matters for the consideration of which the
meeting is to be called, shall be signed by the requisitionists and shall be deposited at
the Registered Office of the Company.

(b) The requisition may consist of several documents in like form, each signed by
one or more requisitionists.

(c) The number of Members entitled to requisition a meeting with regard to any
matter shall be such number of them as hold at the date of the deposit of the
requisition, not less than one-tenth of such of the paid-up capital of the Company as at
that date carries the right of voting in regard to that matter.

(d) Where two or more distinct matters are specified in the requisition, the
provisions of sub-article (c) above shall apply separately in regard to each such matter
and the requisition shall accordingly be valid only in respect of those matters in regard
to which the condition specified in that sub-article is fulfilled.

(e) If the Board does not, within 21 days from the date of the deposit of a valid
requisition in regard to any matters, proceeds duly to call a meeting for the
consideration of those matters on a day not later than 45 days from the date of the
deposit of the requisition, the meeting may be called by the requisitionists themselves
or by such of the requisitionists as represent either a majority in value of the paid-up
share capital held by all of them or not less than one-tenth of such of the paid-up share
capital of the Company as is referred to in sub-article (c) above, whichever is less.
However, for the purpose of this sub-article, the Directors shall, in the case of a
meeting at which a resolution is to be proposed as a Special Resolution, give such notice
thereof as is required by the Act.

(f) A meeting called under sub-article (e) above by the requisitionists or any of
them:

(i) shall be called in the same manner, as nearly as possible, as that in
which meetings are to be called by the Board, but

(ii) shall not be held after the expiration of three months from the date of
the deposit of the requisition.

Provided that nothing contained in clause (ii) of sub-article (f) shall be deemed
to prevent a meeting duly commenced before the expiry of the period of three
months aforesaid, from adjourning to some day after the expiry of that period.

(g) Where two or more persons hold any share or interest in the Company jointly, a
requisition or a notice calling a meeting, signed by one or some only of them shall, for
the purposes of this Article have the same force and effect as if it had been signed by
all of them.

(h) Any reasonable expense incurred by the requisitionists by reason of the
failure of the Board to call a meeting shall be repaid to the requisitionists by the
Company and any sum so repaid shall be retained by the Company out of any sums due or to
become due from the Company by way of fees or other remuneration for their services to
such of the Directors as were in default.

Notice of Meeting 92. (a) A General Meeting of the Company may be called by giving not less than 21
day's notice in writing.

(b) A General Meeting may be called after giving shorter notice than
that specified in sub-article (a) above if consent is accorded thereto

(i) in the case of an Annual General Meeting by all the
Members entitled to vote thereat; and

(ii) in the case of any other meeting by Members of the Company
holding not less than 95 per cent of such part of the
paid-up share capital of the Company gives a right to vote
at the meeting.

Provided that where any Members of the Company are entitled to vote
only on some resolution or resolutions to be moved at a Meeting and not
on the others, those Members shall be taken into account for the
purposes of this sub-article in respect of the former resolution or
resolutions and not in respect of the latter.

93. (a) Every notice of a meeting of the Company shall specify the place Contents and manner of
and the day and hour of the meeting and shall contain a statement of the service of notice and
business to be transacted thereat. persons on whom it is
to be served
(b) Notice of every meeting of the Company shall be given:

(i) to every Member of the Company, in any manner authorized
by sub-sections (1) to (4) of Section 53 of the Act;

(ii) to the persons entitled to a share in consequence of the
death or insolvency of a Member by sending it through the
post in a prepaid letter addressed to them by name or by
the title of representatives of the deceased or assignees
of the insolvent or by any like description, at the
address, if any, in India supplied for the purpose by the
persons claiming to be so entitled or until such an
address has been so supplied, by giving the notice in any
manner in which it might have been given if the death or
insolvency had not occurred; and

(iii) to the Auditor or Auditors for the time being of the
Company in the manner authorized by Section 53 of the Act
in the case of any Member or Members of the Company.

(c) The accidental omission to give notice to or the non-receipt of Omission to give notice
notice by any Member or other person to whom it should be given shall not not to invalidate the
invalidate the proceedings at the meeting. proceedings at the
meeting
94. (a) In the case of an Annual General Meeting, all business to be Business at the Annual
transacted at the meeting shall be deemed special, with the exception of General Meeting
business relating to:

(i) the consideration of accounts, Balance Sheet and reports
of the Board of Directors and Auditors;

(ii) the declaration of a dividend;

(iii) the appointment of Directors in the place of those
retiring; and

(iv) the appointment of and the fixing of remuneration of the
Auditors.

(b) In the case of any other meeting, all business shall be deemed
special.

(c) Where any items of business to be transacted at the meeting are Explanatory Statement to
deemed to be special as aforesaid, there shall be annexed to the notice of the be annexed to the notice
meeting a statement setting out all material facts concerning each such item of
business, including in particular the nature of the concern or interest, if any,
therein, of every Director and the Manager, if any.

Provided that where any item of special business as aforesaid to be
transacted at a meeting of the Company relates to, or affects any
other company, the extent of shareholding interest in that other
company of every Director and the Manager, if any, of the Company
shall also be set out in the statement if the extent of such
shareholding interest is not less than 20 per cent of the paid-up
share capital of that other company.

(d) Where any item of business consists of the according of approval to
any document by the meeting, the time and place where the document can be
inspected shall be specified in the statement aforesaid.

Ordinary and Special 95. (a) A resolution shall be an Ordinary Resolution when at a General Meeting of
Resolutions which the notice required under the Act has been duly given, the votes cast (whether on a
show of hands, or on a poll, as the case may be), in favour of the resolution (including
the casting vote, if any, of the Chairman) by Members who, being entitled so to do, vote
in person or where proxies are allowed, by proxy, exceed the votes, if any, cast against
the resolution by Members so entitled and voting.

(b) A resolution shall be a Special Resolution when:

(i) the intention to propose the resolution as a Special Resolution has been
duly specified in the notice calling the General Meeting or other
intimation given to the Members of the resolution;

(ii) the notice required under the Act has been duly given of the General
Meeting; and

(iii) the votes cast in favour of the resolution (whether on a show of hands,
or on a poll, as the case may be), by Members who, being entitled so to
do, vote in person, or where proxies are allowed, by proxy, are not less
than three times the number of the votes, if any, cast against the
resolution by Members so entitled and voting.

Resolutions requiring 96. (a) Where, by any provisions contained in the Act or in these presents, Special
Special Notice Notice is required of any resolution, notice of the intention to move the resolution
shall be given to the Company not less than 14 days before the meeting at which it is to
be moved, exclusive of the day on which the notice is served or deemed to be served and
the day of the meeting.

(b) The Company shall, immediately after the notice of the intention to move any
such resolution has been received by it, give its Members notice of the resolution in the
same manner as it gives notice of the meeting, or if that is not practicable, shall give
them notice thereof, either by advertisement in a newspaper having an appropriate
circulation or in any other mode allowed by these presents, not less than seven days
before the meeting.

PROCEEDINGS AT GENERAL MEETING

Quroum at General 97. Five members personally present shall be a quorum for a General Meeting and no
Meeting business shall be transacted at any General Meeting unless the requisite quorum be
present when the meeting proceeds to business.

Business confined to 98. No business shall be discussed at any General Meeting except the election of a
election of Chairman Chairman whilst the Chair is vacant.
whilst Chair vacant
Chairman of General 99. (a) The Chairman, if any, of the Board shall preside as Chairman at every General
Meeting Meeting of the Company.

(b) If there is no such Chairman, or if he is not present within 15 minutes after
the time appointed for holding the meeting or is unwilling to act as Chairman of the
meeting, then the Directors present at the meeting shall elect one of the ICICI Directors
referred to in Article 128 to be Chairman of the meeting and failing which, the Members
present and voting shall choose one of their Members to be Chairman of the meeting.

Proceedings when 100. If within half an hour from the time appointed for the General Meeting, a quorum
quroum not present be not present, the meeting, if convened on the requisition of shareholders, shall be
dissolved and in any other case, shall stand adjourned to the same day in the next week,
at the same time and place or to such other day and at such other time and place as the
Directors may determine. If at such adjourned meeting also, a quorum, be not present
within half an hour from the time appointed for holding the meeting, the Members present
shall be a quorum and may transact the business for which the meeting was called.

Adjournment of meeting 101. (a) 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
and from place to place.

(b) No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place.

(c) When a meeting is adjourned for more than 30 days, notice of the adjourned
meeting shall be given as in the case of an original meeting.

(d) Save as aforesaid, it shall not be necessary to give any notice of
the adjournment or of the business to be transacted at an adjourned Meeting.

102. At any General Meeting a resolution put to the vote of the meeting What is to be evidence
shall be decided on a show of hands unless a poll is (before or on the of the passing of
declaration of the result of the show of hands) demanded in the manner resolution where poll
hereinafter mentioned and unless a poll is so demanded, a declaration by the not demanded
Chairman that a resolution has, on a show of hands, been 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 of proportion of the votes recorded in favour of or against
such resolution.

103. (a) Before or on the declaration of the result of the voting on any Demand for poll
resolution on a show of hands, a poll may be ordered to be taken by the Chairman
of the meeting of his own motion and shall be ordered to be taken by him on a
demand made in that behalf by any Member or Members present in person or by
proxy and holding shares in the Company:

(i) which confer a power to vote on the resolution not being less
than one-tenth of the total voting power in respect of the
resolution; or

(ii) on which an aggregate sum of not less than Rs. 50,000/- has
been paid up.

(b) The demand for a poll may be withdrawn at any time by the person
who made the demand.

104. (a) If a poll is demanded on the election of a Chairman or on a Time of taking poll
question of adjournment, it shall be taken forthwith and without adjournment.

(b) A poll demanded on any other question shall be taken at such time
not being later than 48 hours from the time when the demand was made, as the
Chairman may direct.

105. On a poll taken at a meeting of the Company, a Member entitled to more Right of Member to use
than one vote or his proxy or other person entitled to vote for him as the case his votes differently
may be, need not, if he votes, use all his votes or cast in the same way all the
votes he uses.

106. (a) Where a poll is to be taken, the Chairman of the meeting shall Scrutineers at poll
appoint two scrutineers to scrutinize the votes given on the poll and to report
thereon to him.

(b) The Chairman shall have power, at any time before the result of
the poll is declared, to remove a scrutineer from office and to fill vacancies
in the office of the scrutineer arising from such removal or from any other
cause.

(c) Of the two scrutineers appointed under this Article, one shall
always be a Member (not being an officer or employee of the Company) present at
the meeting, provided that such a Member is available and willing to be
appointed.

107. (a) Subject to the provisions of the Act, the Chairman of the meeting Manner of taking poll
shall have power to regulate the manner in which a poll shall be taken. and result thereof

(b) The result of the poll shall be deemed to be the decision of the
meeting on the resolution on which the poll was taken.

108. In the case of an equality of votes, whether on a show of hands or on Motion how decided in
a poll, the Chairman of the meeting at which the show of hands takes place or at case of equality of votes
which the poll is demanded, shall be entitled to a casting vote in addition to
his own vote or votes to which he may be entitled as a Member.

109. The demand for a poll shall not prevent the continuance of a meeting Demand for poll not to
for the transaction of any business other than the question on which the poll prevent transaction of
has been demanded. other business

110. The Company shall cause Minutes of all proceedings of General Meetings Mintues of General
to be entered in books kept for that purpose. The Minutes of each meeting shall Meetings
contain a fair and correct summary of the proceedings thereat. All appointments
of officers made at any of the meetings shall be included in the Minutes of the
meeting. Any such Minutes, if purporting to be signed by the Chairman of the
meeting at which the proceedings took place or in the event of death or
inability of that Chairman, by a Director duly authorized by the Board for the
purpose, shall be evidence of the proceedings.

111. The books containing Minutes of proceedings of General Meetings of the Inspection of Minutes
Company shall be kept at the Registered Office of the Company and shall be open Books
to the inspection of any Member without charge, between 11 a.m. and 1 p.m. on
all working days.

Copies of Minutes 112. Any Member shall be entitled to be furnished within the prescribed period after
he has made a request in that behalf to the Company with a copy of any Minutes referred
to above on payment of such sum as may be prescribed by the Act.

VOTES OF MEMBERS

Votes 113. Subject to any rights or restrictions for the time being attached to any class or
classes of shares:

(a) on a show of hands, every Member present in person shall have one vote, and
shall be governed by the ceiling of one per cent of the total voting rights as stipulated
by Section 12 (2) of the Banking Regulation Act; and

(b) on a poll, the voting rights of Members shall be as provided by Section 87 of
the Act, but will be subject to the restrictions and limitations as prescribed by or
under the Banking Regulation Act.

Voting by Members of 114. A Member of unsound mind or in respect of whom an order has been made by any
unsound mind court having jurisdiction in lunacy may vote, whether on a show of hands or on a poll, by
his committee or other legal guardian and any such committee or guardian may, on a poll,
vote by proxy.

Voting by Body 115. A Body Corporate (whether a company within the meaning of the Act or not) may, if
Corporates it is a Member, by resolution of its Board of Directors or other governing body authorize
such person as it thinks fit to act as its representative at any meeting of the Company
in accordance with the provisions of Section 187 of the Act. The production at the
meeting of a copy of such resolution duly signed by one Director of such Body Corporate
or by a member of its governing body and certified by him as being a true copy of the
resolution shall on production at the meeting be accepted by the Company as sufficient
evidence of the validity of his appointment.

Votes in respect of 116. Any person entitled under the Transmission Clause to transfer any shares may vote
shares of deceased at the General Meetings in respect thereof as if he was the registered holder of such
Members shares provided that at least 48 hours before the time of holding the meeting or
adjourned meeting as the case may be at which he proposes to vote he shall satisfy the
Directors of his right to transfer such shares unless the Directors shall have previously
admitted his right to vote at such meeting in respect thereof.

Qualification of proxy 117. (a) Any Member of the Company entitled to attend and vote at a meeting of the
Company shall be entitled to appoint another person (whether a Member or not) as his
proxy to attend and vote instead of himself but a proxy so appointed shall not have any
right to speak at the meeting.

(b) In every notice calling a meeting of the Company, there shall appear with
reasonable prominence a statement that a Member entitled to attend and vote is entitled
to appoint a proxy to attend and vote instead of himself and that a proxy need not be a
Member.

Votes may be given by 118. Votes may be given either personally or by attorney or by proxy or, in the case
proxy or attorney of a Body Corporate, by a representative duly authorized as aforesaid.

Execution of 119. Every instrument of proxy whether for a specified meeting or otherwise shall be
instrument of proxy in writing under the hand of the appointer or his attorney authorized in writing or if
such appointer is a Body Corporate, under its Common Seal or the hand of an officer or an
attorney duly authorized by it and shall, as nearly as circumstances will admit, be in
the form specified in Schedule IX of the Act.

Deposit of instrument 120. No person shall act as proxy unless the instrument of his appointment and the
of appointment and power of attorney or other authority, if any, under which it is signed or a notarially
inspection certified copy of that power or authority shall have been deposited at the Office at
least 48 hours before the time for holding the meeting at which the person named in the
instrument of proxy proposes to vote and in default the instrument appointing the proxy
shall not be treated as valid. No attorney shall be entitled to vote unless the power of
attorney or other instrument appointing him as attorney or a notarially certified copy
thereof has either been registered in the records of the Company at any time not less
than 48 hours before the time of the meeting at which the attorney proposes to vote or is
deposited at the Office not less than 48 hours before the time of such meeting as
aforesaid. Notwithstanding that a power of attorney or other authority has been
registered in the records of the Company, the Company may by notice in writing

addressed to the Member or the attorney at least seven days before the date of a
meeting require him to produce the original Power of Attorney or authority and
unless the same is thereupon deposited with the Company not less than 48 hours
before the time fixed for the meeting the attorney shall not be entitled to vote
at such meeting unless the Directors, at their absolute discretion, excuse such
non-production and deposit. Every Member entitled to vote at a meeting of the
Company or on any resolution to be moved thereat shall be entitled during the
period beginning 24 hours before the time fixed for the commencement of the
meeting and ending with the conclusion of the meeting to inspect the proxies
lodged at any time during the business hours of the Company provided that not
less than three days notice in writing of the intention so to inspect is given
to the Company.

121. If any such instrument of appointment be confined to the object of Custody of
appointing a proxy or substitute for voting at meetings of the Company, it shall instrument
remain permanently or for such time as the Directors may determine, in the
custody of the Company and if embracing other objects a copy thereof, examined
with the original, shall be delivered to the Company to remain in the custody of
the Company.

122. A vote given in accordance with the terms of an instrument of proxy Validity of votes given
shall be valid notwithstanding the previous death of the principal or revocation by proxy
of the proxy or of any Power of Attorney under which such proxy was signed or notwithstanding death of
the transfer of the share in respect of which the vote is given, provided that Member, etc.
no intimation in writing of the death, revocation or transfer shall have been
received at the Office of the Company before the meeting.

123. No objection shall be made to the validity of any vote except at the Time for objections to
meeting or poll at which such vote shall be tendered and every vote whether votes
given personally or by proxy not disallowed at such meeting or poll, shall be
deemed valid for all purposes of such meeting or poll whatsoever.

124. The Chairman of any meeting shall be the sole judge of the validity of Chairman of any
every vote tendered at such meeting. The Chairman present at the taking of a meeting to be the judge
poll shall be the sole judge of the validity of every vote tendered at such of validity of any vote
poll.

125. Any Member whose name is entered in the Register of Members of the Equal rights of Members
Company shall enjoy the same rights and be subject to the same liabilities as
all other Members of the same class.

DIRECTORS

126. Until otherwise determined by a General Meeting, the number of Number of Directors
Directors shall not be less than three or more than 12.

127. The persons hereinafter named are the First Directors of the Company: First Directors

(a) Shri Parampally Vasudeva Maiya

(b) Shri Girish Sumanlal Mehta

The First Directors shall retire at the first Annual General Meeting.

128. (a) One-third of the total number of Directors shall be non-retiring Non-rotational Directors
Directors and, except for the Debenture Director, such non-rotational Directors
(including Executive Chairman or Chairman and Managing Director or Non-executive
Chairman, Managing Director) hereinafter referred to as the "ICICI
Directors/Nominee Directors" shall be appointed by ICICI. The balance Directors
shall be persons whose period of office is liable to determination by rotation
and subject to the provisions of the Act, and shall be appointed by the Company
in General Meeting.

(b) (i) ICICI shall have the power to remove the Nominee Directors
from office, with or without cause, and in the event of
vacancy being caused in such office, by death, disability,
resignation, removal or otherwise, to appoint another or
others in the place(s) falling vacant; and

(ii) any appointment or removal of a Nominee Director
shall be by a notice in writing addressed to the Company and
the appointment or removal shall take effect forthwith upon
such notice being delivered to the Company.

(d) Subject to the provisions of the Act and rules framed thereunder, the Company
shall pay the Nominee Directors sitting fees and reimbursement of expenses and other fees
and commission or reimbursement to which other Directors of the Company are entitled and
pay or reimburse to ICICI any expenses that may be incurred by ICICI or such Nominee
Directors in connection with their appointment or directorship.

Debenture Director 129. Any trust documents covering the issue of debentures or bonds of the Company may
provide for the appointment of a Director (in these presents referred to as the
"Debenture Director") for and on behalf of the holders of the debentures or bonds for
such period as is therein provided not exceeding the period for which the
debentures/bonds or any of them shall remain outstanding and for the removal from office
of such Debenture Director and on a vacancy being caused whether by resignation, death,
removal or otherwise for appointment of a Debenture Director in the vacant place. The
Debenture Director shall not be liable to retire by rotation or be removed from office
except provided as aforesaid.

Alternate Director 130. (a) The Board of Directors may appoint an Alternate Director to act for a
Director (hereinafter in this Article called the "Original Director"), at his suggestion
or otherwise, during his absence for a period of not less than three months from the
state in which meetings of the Board are ordinarily held.

(b) An Alternate Director appointed under sub-article (a) above, shall not hold
office as such for period longer than permissible to the Original Director in whose place
he has been appointed and shall vacate office if and when the Original Director returns
to the state in which meetings of the Board are ordinarily held.

(c) If the term of office of the Original Director is determined before he so
returns to the state aforesaid, any provision for the automatic re-appointment of
retiring Directors in default of another appointment shall apply to the Original and not
to the Alternate Director.

Share qualification 131. (a) No Director shall be required to hold any qualification shares of the
Company.

(b) No person shall be qualified to be a Director if his appointment is in
contravention of any law or guideline in force or if by amendment of any law or
guideline, his continuance in office is in contravention of such law or guideline, he
shall immediately vacate his office; on such vacation he shall not be entitled to any
compensation.

Remuneration of 132. The fees payable to a Director for attending a meeting of the Board or Committee
Directors thereof shall be decided by the Board of Directors from time to time within the limits as
may be prescribed by the Act or the Central Government.

Directors not bona 133. The Directors may allow and pay to any Director who is not a bona fide resident
fide residents of the of the place where a meeting is held and who shall come to such place for the purpose of
place where a meeting attending a meeting such sum as the Directors may consider fair compensation for
is held, may receive travelling, hotel and other expenses in addition to his remuneration as above specified
extra compensation and the Directors may fix the remuneration to be paid to any member or members of their
body constituting a Committee appointed by the Directors in terms of these presents and
may pay the same.

Extra remuneration to 134. Subject to the provision of the said Acts, if any Director, being willing, shall
Directors for special be called upon to perform extra services or to make any special exertions in going out or
work residing at a particular place or otherwise for any of the purposes of the Company, the
Company may remunerate such Directors either by a fixed sum or otherwise as may be
determined by the Directors and such remuneration may be either in addition to or in
substitution for his remuneration above provided.

Additional Director 135. The Directors shall have the power at any time and from time to time to appoint,
subject to the provisions of these presents, any person as an Additional Director to the
Board but so that the total number shall not at any time exceed the maximum number fixed
for the Board but any Director so appointed shall hold office only up to the date of the
next Annual General Meeting of the Company and shall then be entitled for re-election.

Casual vacancy 136. If the office of any Director appointed by the Company in General Meeting is
vacated before his term of office expires in the normal course, the resulting casual
vacancy may be filled by the Board of Directors at a meeting of the Board and the
Director so appointed shall hold office only up to the date up to which the Director in
whose place he is appointed would have held office if it had not been vacated.

Directors may act 137. Subject to the provisions of the Act, the continuing Directors may act
notwithstanding notwithstanding any vacancy in their body, but so that if the number falls below the
vacancy minimum number fixed

the Directors shall not, except in emergencies or for the purpose of filling up
vacancies or for summoning a General Meeting of the Company, act so long as the
number is below the minimum and they may so act notwithstanding the absence of a
necessary quorum.

138. (a) The office of a Director shall become vacant if: Office of Directors
becoming vacant
(i) he is found to be of unsound mind by a court of competent
jurisdiction; or

(ii) he applies to be adjudicated an insolvent; or

(iii) he is adjudged an insolvent; or

(iv) he is convicted by a court of any offence involving moral
turpitude and sentenced in respect thereof to imprisonment
for not less than six months; or

(v) he fails to pay any call in respect of shares held by him
alone or jointly with others within six months from the
last date fixed for the payment of the call unless the
Central Government has, by notification in the Official
Gazette, removed the disqualification incurred by such
failure; or

(vi) he absents himself from three consecutive Meetings of the
Directors or from all Meetings of the Directors for a
continuous period of three months, whichever is the longer,
without leave of absence from the Board of Directors; or

(vii) he (whether by himself or by any person for his benefit or
on his account) or any firm in which he is a partner or any
private company of which he is a Director, accepts a loan
or guarantee or security for a loan from the Company in
contravention of Section 295 of the Act; or

(viii) he acts in contravention of Section 299 of the Act; or

(ix) he becomes disqualified by an order of the court under
Section 203 of the Act; or

(x) he is removed in pursuance of Section 284 of the Act; or

(xi) he resigns office by notice in writing addressed to the
Company or to the Directors; or

(xii) having been appointed a Director by virtue of his holding
any office or other employment in the Company, he ceases to
hold such office or other employment in the Company; or

(xiii) he becomes disqualified under Article 131 (b); or

(xiv) he is disqualified for being appointed as a Director under
any of the provisions of either of the said Acts.

(b) Notwithstanding anything in clauses (iii), (iv) and (ix) of Period from which
sub-article (a) above, the disqualification referred to in those clauses shall disqualification to take
not take effect: effect

(i) for 30 days from the date of adjudication or sentence or
order; or

(ii) where any appeal or petition is preferred within 30 days
aforesaid against the adjudication, sentence or conviction
resulting in the sentence or order until the expiry of
seven days from the date on which such appeal or petition
is disposed of; or

(iii) where, within the seven days aforesaid, any further appeal
or petition is preferred in respect of the adjudication,
sentence, conviction or order and the appeal or petition,
if allowed, would result in the removal of the
disqualification, until such further appeal or petition is
disposed of.

139. (a) Every Director of the Company who is in any way, whether directly Disclosure of interest by
or indirectly, concerned or interested in a contract or arrangement or proposed Director
contract or arrangement entered into or to be entered into, by or on behalf of
the Company, shall disclose the nature of his concern or interest at a Meeting
of the Board of Directors.

(b) (i) In the case of a proposed contract or arrangement, the disclosure required to
be made by a Director under sub-article (a) above shall be made at the meeting
of the Board at which the question of entering into contract or arrangement is
first taken into consideration or if the Director was not, at the date of that
meeting, concerned or interested in the proposed contract or arrangement at the
first meeting of the Board held after he becomes so concerned or interested;

(ii) in the case of any other contract or arrangement, the required disclosure shall be
made at the first meeting of the Board held after the Director becomes
concerned or interested in the contract or arrangement.

(c) (i) For the purpose of sub-articles (a) and (b) above, a general notice given to
the Board by a Director, to the effect that he is a Director or a Member of a
specified Body Corporate or is a partner of a specified firm and is to be
regarded as concerned or interested in any contract or arrangement which may,
after the date of the notice, be entered into with that Body Corporate or firm
shall be deemed to be a sufficient disclosure of concern or interest in
relation to any contract or arrangement so made;

(ii) any such general notice shall expire at the end of the financial year in
which it is given, but may be renewed for further periods of one financial
year at a time, by a fresh notice given in the last month of the financial
year in which it would otherwise expire;

(iii) no such general notice and no renewal thereof shall be of effect unless
it is either given at a meeting of the Board or the Director concerned takes
reasonable steps to secure that it is brought up and read at the first meeting
of the Board after it is given.

(d) Nothing in this Article shall be taken to prejudice the operation of any rule
of law restricting a Director of the Company from having any concern or interest in any
contracts or arrangements with the Company.

(e) Nothing in this Article shall apply to any contract or arrangement entered
into or to be entered into between the Company and any other company where any of the
Directors of the Company or two or more of them together holds or hold not more than two
per cent of the paid-up share capital in the other company.

Interested Director 140. (a) No Director of the Company shall, as a Director, take part in the discussion
not to participate or of, or vote on, any contract or arrangement entered into or to be entered into, by
vote in Board Meetings Board's proceedings or on behalf of the Company, if he is in any way, whether directly or
indirectly, concerned or interested in the contract or arrangement; nor shall his
presence count for the purpose of forming a quorum at the time of any such discussion or
vote; and if he does vote, his vote shall be void.

(b) Sub-article (a) above shall not apply to:

(i) any contract of indemnity against any loss which the Directors or any one
or more of them may suffer by reason of becoming or being sureties or a
surety for the Company;

(ii) any contract or arrangement entered into or to be entered into with a
public company or a private company which is a subsidiary of a public
company, in which the interest of the Director aforesaid consists solely:

o in his being a Director of such company and the holder of not more
than shares of such number or value therein as is requisite to
qualify him for appointment as a Director thereof, he having been
nominated as such Director by the Company, or

o in his being a member holding not more than two per cent of the
paid-up share capital of such other company.

(iii) any contract or agreement entered into or to be entered into with ICICI
in which the interest of a Nominee Director consists solely of his being
a Director or officer of ICICI.

141. (a) Subject to the provisions of the said Acts, these presents and Director may be
any other law for the time being in force, a Director of the Company may be or Directors of Companies
become a Director of any company promoted by the Company or in which he may be promoted by the
interested as vendor, member or otherwise and no such Director shall be Company
accountable for any benefits received as Director or member of such other
company.

(b) A Director shall, within 20 days of his appointment to or Disclosure by Director
relinquishment of his office as Director, Managing Director, Manager or on appointment
Secretary in any other Body Corporate, disclose to the Company the particulars
relating to his office in the other Body Corporate which are required to be
specified under Section 303(1) of the Act.

(c) The Company shall enter the aforesaid particulars in a Register Register of Directors, etc.
kept for the purpose in conformity with Section 303 of the Act.

(d) A Director shall give notice in writing to the Company of his Director to give notice
holding of shares and debentures of the Company or its subsidiary, together with of his shareholdings
such particulars as may be necessary to enable the Company to comply with the
provision of Section 307 of the Act. If such notice be not given at a meeting of
the Board, the Director shall take all reasonable steps to secure that it is
brought up and read at the next meeting of the Board after it is given. The
Company shall enter particulars of a Director's holding of shares and debentures
as aforesaid in a Register kept for the purpose in conformity with Section 307
of the Act.

(e) If any Director has any interest in any other company, Disclosure by Director
institution, financial intermediary or any Body Corporate by virtue of his of interest in any other
position as director or partner or with which he may be associated in any other company, etc.
capacity, then he shall disclose his interest to the Board of Directors.

ROTATION OF DIRECTORS

142. At every Annual General Meeting of the Company other than the first Directors to retire
Annual General Meeting, one-third of such of the Directors for the time being as annually how determined
are liable to retire by rotation or if their number is not three or a multiple
of three, then the number nearest to one-third, shall retire from office. The
Debenture Directors and the Nominee Directors, subject to Article 151, shall not
be subject to the retirement under this Article.

143. The Directors to retire by rotation at every Annual General Meeting Which Directors to retire
shall be those who have been longest in office since their last appointment, but
as between persons who became Directors on the same day, those who are to retire
shall (unless they otherwise agree among themselves) be determined by lot.

144. A retiring Director shall be eligible for re-election. Re-election

145. The Company at the Annual General Meeting at which a Director retires Company to fill up
in the manner aforesaid may fill up the vacated office by appointing the vacancy
retiring Director or some other person thereto.

146. If the place of the retiring Director is not so filled up and the Retiring Directors to
meeting has not expressly resolved not to fill the vacancy, the meeting shall remain in office till
stand adjourned till the same day in the next week, at the same time and place, successors appointed
or if that day is a public holiday, till the next succeeding day which is not a
public holiday, at the same time and place, and if at the adjourned meeting
also, the place of the retiring Director is not filled up and that meeting also
has not expressly resolved not to fill the vacancy, the retiring Director shall
be deemed to have been re-appointed at the adjourned meeting, unless:

(i) at that meeting or at the previous meeting, a resolution for
the re-appointment of such Director has been put to the
meeting and lost;

(ii) the retiring Director has, by a notice in writing addressed
to the Company or the Board of Directors, expressed his
unwillingness to be so re-appointed;

(iii) he is not qualified or is disqualified for appointment;

(iv) a Resolution, whether Special or Ordinary, is required for
his appointment by virtue of any provisions of the Act;

(v) the provision to sub-article (b) or sub-article (c) of
Article 147 is applicable to the case.

147. (a) At every Annual General Meeting of the Company, a motion shall not Appointment of
be made for the appointment of two or more persons as Directors of the Company Directors to be voted on
by a single resolution, unless a resolution that it shall be so made has first individually
been agreed to by the meeting without any vote being given against it.

(b) A resolution moved in contravention of sub-article (a) above shall
be void whether or not objection was taken at the time to its being so moved.

Provided that where a resolution so moved is passed, no provision for the
automatic re-appointment of retiring Director, in default of another appointment
shall apply.

(c) For the purposes of this Article, a motion for approving a person's
appointment or for nominating a person for appointment shall be treated as a motion for
his appointment.

Company may 148. Subject to the provisions of Sections 252, 255 and 259 of the Act, the Company
increase or reduce may, by Ordinary Resolution from time to time increase or reduce the number of Directors.
the number of
Directors Provided that any increase in the number of Directors except an increase which is
within the permissible maximum shall not have any effect unless approved by the
Regulatory Agencies whose approval is required under any law for the time being
in force.

Right of persons other 149. (a) Subject to the provisions of the said Acts and these presents, no person, not
than retiring being a retiring Director, shall be eligible for election to the office of Directors at
Directors to stand any General Meeting, unless he or some other Member intending to propose him has, at
for Directorship least 14 days before the meeting, left at the office of the Company a notice in writing
under his hand signifying his candidature for the office of Director or the intention of
such Member to propose him along with a deposit of such sum as may be prescribed which
shall be refunded to such person or, as the case may be, to such Member, if the person
succeeds in getting elected as a Director.

(b) The Company shall inform its Members of the candidature of a person for the
office of Director, or the intention of a Member to propose such person as a candidate
for that office by serving individual notices on the Members not less than seven days
before the meeting.

Provided that it shall not be necessary for the Company to serve individual
notices upon the Members as aforesaid if the Company advertises such candidature or
intention not less than seven days before the meeting in at least two newspapers
circulating in the place where the Registered Office of the Company is located, of which
one is published in the English language and the other in the regional language of that
place.

(c) Every person (other than a Director retiring by rotation or otherwise or a
person who has left at the office of the Company a notice under Section 257 of the Act
signifying his candidature for the office of a Director) proposed as a candidate for the
office of a Director shall sign and file with the Company his consent in writing to act
as a Director, if appointed.

(d) The Company shall ensure that the appointment of Directors of the Company in
General Meeting and nomination of ICICI Directors by ICICI and their retirement shall be
in accordance with the provisions of the said Acts.

(e) A person, other than:

(i) a Director re-appointed after retirement by rotation or immediately on
the expiry of his term of office; or

(ii) an Additional or Alternate Director or a person filling a casual vacancy
in the office of a Director under Section 262 of the Act, appointed as a
Director or re-appointed as an Additional or Alternate Director
immediately on the expiry of his term of office; or

(iii) a person named as Director of the Company under this Article as first
registered

Shall not act as a Director of the Company unless he has, within 30 days of
his appointment, signed and filed with the Registrar his consent in writing
to act as such Director.

Removal of Directors 150. (a) The Company may subject to the provisions of Section 284 of the Act, by
Ordinary Resolution remove a Director (not being a Debenture Director or a Nominee
Director) before the expiry of his period of office.

(b) Special Notice shall be required of any resolution to remove a Director under
this Article or to appoint somebody instead of a Director so removed at the meeting at
which he is removed.

(c) On receipt of notice of a resolution to remove a Director under this Article,
the Company shall forthwith send a copy thereof to the Director concerned and the
Director (whether or not he is a Member of the Company) shall be entitled to be heard on
the resolution at the meeting.

(d) Where notice is given of a resolution to remove a Director under
this Article and the Director concerned makes with respect thereto
representations in writing to the Company (not exceeding a reasonable length)
and requests their notification to Members of the Company, the Company shall,
unless the representations are received by it too late for it to do so:

(i) in any notice of the resolution given to Members of the
Company, state the fact of the representations having been
made, and

(ii) send a copy of the representations to every Member of the
Company to whom notice of the meeting is sent (whether before
or after receipt of the representations by the Company) and if
a copy of the representation is not sent as aforesaid because
they were received too late or because of the Company's
default, the Director may (without prejudice to his right to
be heard orally) require that the representations shall be
read out at the meeting.

Provided that, copies of the representations need not be sent out and
the representations need not be read out at the meeting, if on the
application either of the Company or of any other person who claims to
be aggrieved, the Company Law Board is satisfied that the rights
conferred by this sub-article are being abused to secure needless
publicity for defamatory matter.

(e) A vacancy created by the removal of a Director under this Article
may, if he had been appointed by the Company in General Meeting or by the Board,
be filled by the appointment of another Director in his stead, by the meeting at
which he is removed, provided Special Notice of the intended appointment has
been given under sub-article (b) above. A Director so appointed shall hold
office until the date up to which his predecessor would have held office if he
had not been removed as aforesaid.

(f) If the vacancy is not filled under sub-article (e) of this
Article, it may be filled as a casual vacancy in accordance with the provisions
so far as they may be applicable of Article 136 and all the provisions of that
Article shall apply accordingly.

Provided that the Director who was removed from office shall not be
reappointed as a Director by the Board of Directors.

CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING
DIRECTOR - MANAGING DIRECTOR - WHOLE-TIME DIRECTOR

151. (a) Subject to the provisions of the said Acts and these presents, Board may apoint
ICICI shall be entitled to appoint from time to time, one or more of the ICICI Chairman, Managing
Directors to be Chairman and Managing Director of the Company to act as the Director(s) or
Whole-time or Executive Chairman and Managing Director of the Company Whole-time Director(s)
(hereinafter referred to as the "Executive Chairman") or a Managing Director or
Managing Directors and/or Whole-time Director or Whole-time Directors of the
Company (hereinafter referred to as the "Managing Director") for such term not
exceeding five years at a time as ICICI may think fit to manage the affairs and
business of the Company and may from time to time (subject to provisions of any
contract between him or them and the Company) remove or dismiss him or them from
office and appoint another or others in his or their place or places.

(b) If ICICI has not nominated Executive Chairman or Managing Director
as provided in sub-article (a) above, then subject to the provisions of the said
Acts and these presents, the Board of Directors of the Company shall have the
power to appoint from time to time one or more of their body to be the Executive
Chairman or Managing Director as the case may be.

(c) Unless ICICI has exercised its rights to appoint the Executive
Chairman as provided in sub-article (a) above, ICICI shall have the right to
appoint a Non-executive Chairman.

(d) Subject to the provisions of the said Acts and these presents, the What provisions they
Executive Chairman or the Managing Director shall not, while he continues to will be subject to
hold that office, be subject to retirement by rotation under Article 142, but he
shall be subject to the provisions of any contract between him and the Company
and be subject to the same provisions as to the resignation and removal as the
other Directors of the Company and he shall ipso facto and immediately cease to
be an Executive Chairman or Managing Director if he ceases to hold the office of
Director from any cause, provided that if at any time the number of Directors
(including Executive Chairman or Managing Director) as are not subject to
retirement by rotation shall exceed one-third of the total number of the
Directors for the time being, then the Executive Chairman or Managing Director
or any of them as the Directors may from time to time determine shall be liable
to retirement by rotation in accordance with Article 142 to the intent that the
number of Directors not liable to retirement by rotation shall not exceed
one-third of the total number of Directors for the time being.

Remuneration of (e) The remuneration of the Managing Director or Whole-time Director shall
Managing or Whole- (subject to Section 309 of the Act and other applicable provisions of the said Acts and
time Director(s) these Articles and of any contract between him and the Company) be fixed by the
Directors, from time to time and may be by way of fixed salary and/or perquisites or
commission on profits of the Company or by participation in such profits or by any or all
these modes or any other mode not expressly prohibited by the Act.

(f) Subject to sub-article (d) above, the Managing Director(s) and/or Whole-time
Director(s) so appointed shall not be liable to retire at any General Meeting of the
Company.

(g) Subject to the provisions of Sections 198, 269, 309, 310 and 311 of the Act
and also subject to the limitations, conditions and provisions of Schedule XIII of the
Act, the appointment and payment of remuneration to the Executive Chairman or Managing
Director(s) shall be subject to approval of the Members in General Meeting.

(h) Subject to the superintendence, control and direction of the Board, the
day-to-day management of the Company shall be in the hands of the Executive Chairman or
Managing Director, with power to the Board to distribute such day-to-day management
functions in any manner as deemed fit by the Board, subject to the provisions of the Act
and these presents and shall also be subject to the provisions of the Banking Regulation
Act, 1949.

(i) The Executive Chairman or Managing Director shall not exercise the powers to:

(i) make calls on shareholders in respect of any money unpaid on the shares
in the Company;

(ii) issue debentures;

and except to the extent mentioned in the Resolution passed at the Board
Meeting under Section 292 of the Act, shall also not exercise the powers
to:

(iii) borrow moneys, otherwise than on debenture;

(iv) invest the funds of the Company; and

(v) make loans, give credits or sign credit notes exceeding an amount fixed
by the Board from time to time.

PROCEEDINGS OF DIRECTORS' MEETINGS

Meeting of Directors 152. The Directors may meet together for the despatch of business, adjourn and
otherwise regulate their meetings and proceedings as they think fit.

Provided, however, that the meeting of the Board of Directors shall be held at
least once in every three calendar months and at least four such meetings shall
be held every year.

When meeting to be 153. The Chairman may at any time and the Manager, Secretary or such other officer of
convened the Company as may be authorized by the Directors shall upon the requisition of a
Director convene a meeting of the Board.

Notice of meetings 154. Notice of every meeting of the Board of Directors of the Company shall be given
in writing to every Director for the time being in India and at his usual address in
India to every other Director.

Quroum and its 155. Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be
competence to one-third of its total strength excluding Directors, if any, whose places may be vacant
exercise powers at the time and any fraction contained in that one-third being rounded off as one or two
Directors, whichever is higher.

Provided that where at any time the number of interested Directors exceeds or is
equal to two-thirds of the total strength of the number of remaining Directors,
that is to say, the number of Directors who are not interested, present at the
Meeting being not less than two, shall be the quorum during such time.

Provided further, that no quorum for a meeting of the Board shall be constituted
and no such meeting shall proceed to transact any business unless at least one
ICICI Director or his Alternate are present at such meeting, except where for a
particular meeting the said requirement for a quorum is waived in writing by the
ICICI Directors or their Alternates.

For the purposes of this Article:

(i) "total strength" means the total strength of the Directors of the Company
as determined in pursuance of the Act, after deducting therefrom the
number of the Directors, if any, whose places may be vacant at the time;

(ii) "interested Director" means any Director whose presence
cannot by reason of Article 140 count for the purpose of
forming a quorum at a meeting of the Board, at the time of
the discussion or vote on any matter.

156. (a) If a meeting of the Board could not be held for want of Procedure where
quorum, then, unless the Directors present at such meeting otherwise decide, the meeting adjourned for
meeting shall automatically stand adjourned till the same day in the next week, want of quorum
at the same time and place, or if that day is a public holiday, till the next
succeeding day which is not a public holiday at the same time and place.

(b) The provisions of Article 152 shall not be deemed to have been
contravened merely by reason of the fact that a meeting of the Board which had
been called in compliance with the terms of that Article could not be held for
want of a quorum.

157. Subject to the restrictions contained in Section 292 of the Act, the Directors may appoint
Board may delegate any of their powers to the Committees of the Board consisting Committees
of at least the Chairman or the Managing Director of the Company and one ICICI
Director (other than Chairman or Managing Director); and the Board may from time
to time revoke and discharge such Committee of the Board either wholly or in
part and either as to persons or purposes, but every Committee of the Board so
formed shall in the exercise of the powers so delegated conform to any
regulations that may from time to time be imposed on it by the Board. All acts
done by any such Committee of the Board in conformity with such regulations and
in fulfilment of the purposes of its appointment but not otherwise, shall have
the force and effect as if done by the Board. The quorum for a meeting of such a
Committee shall be two.

158. The meetings and proceedings of any such Committee shall be governed Meetings of Committees
by the provisions of these presents for regulating the meetings and proceedings how to be governed
of the Directors, so far as the same are applicable thereto and are not
superseded by any regulations made by the Directors under Article 157.

159. (a) All meetings of the Directors and the Committee shall be presided Chairman to preside
over by the Chairman. If at any meeting the Chairman is not present within over meetings of Board
fifteen minutes of the time appointed for holding the same, the Directors
present shall choose one of the other ICICI Directors to be Chairman of such
meeting.

(b) Subject to the provisions of Sections 316, 372(5) and 386 of the Questions at Board
Act, any question arising at any meeting of the Board shall be decided by a Meetings to be decided
majority of votes and in case of equality of votes, the Chairman shall have
second or casting vote.

160. The meeting of the Board of Directors for the time being at which Powers to be exercised
quorum is present, shall be able to exercise all or any of the authorities, at meeting
powers and discretion which by or under the Act or these presents are vested in
or exercisable by the Board of Directors generally.

161. (a) The Board shall exercise the following powers on behalf of the Certain powers to be
Company, and it shall do so only by means of resolutions passed at its meetings: exercised by Board at
meeting only
(i) the power to make calls on shareholders in respect of money
unpaid on their shares;

(ii) the power to issue debentures;

(iii) the power to borrow moneys otherwise than by debentures;

(iv) the power to invest the funds of the Company; and

(v) the power to make loans.

(b) Provided that the Board may, by a resolution passed at a meeting,
delegate to any Committee of Directors, the Managing Director, the Manager or
any other principal officer of the Company or in the case of a branch office of
the Company, to a principal officer of the branch office, the powers specified
in clauses (iii), (iv) and (v) of sub-article (a) above to the extent and
subject to the conditions specified in Section 292 of the Act.

(c) Notwithstanding anything contained in sub-article (a) above, the
following matters can be considered only at a meeting of the Board of Directors
or Committee of Directors of the Company at which at least one ICICI Director is
present, hereinafter referred to as the "Fundamental Matters". Resolutions on
Fundamental Matters shall not be effective unless there is a favourable vote of
the majority of ICICI Directors present at the meeting:

(i) any decision to alter or amend or authorize additional business
activities in which the Company may participate;

(ii) any amendment to the Memorandum or Articles of Association of the Company
or any change in the authorized or issued share capital of the Company;

(iii) any merger involving the Company, any acquisition of property or asset by
the Company or any significant sale of or other disposition by the
Company of any property or asset, in either case, where the consequence
thereof might have a material effect on the income or financial position
of the Company or any liquidation, dissolution or bankruptcy of the
Company;

(iv) the establishment of any subsidiary, any significant sale or contribution
or other disposition of property or asset to a subsidiary of the Company
and the exercise by the Company of any shareholder's voting rights for
shares of any subsidiary;

(v) any determination of maximum exposure limit with respect to categories of
the Company's activities;

(vi) the selection and replacement of the Auditors of the Company, and

(vii) any determination of broad policies regarding staffing, employment and
codes of conduct.

Consent of the Company 162. The Board shall not, except with the consent of the Company, in General Meeting:
necessary for exercise
of certain powers (a) Sell, lease or otherwise dispose of the whole or substantially the whole, of
the undertaking of the Company or where the Company owns more than one undertaking of the
whole or substantially the whole, of any such undertaking.

(b) Remit or give time for the repayment of, any debt due by a Director.

(c) Invest, otherwise than in trust securities, the amounts of compensation
received by the Company in respect of the compulsory acquisition of any such undertaking
as is referred to in sub-article (a) or of any premises or properties used for any such
undertaking and without which it cannot be carried on or can be carried on only with
difficulty or only after a considerable time.

(d) Borrow moneys where the moneys to be borrowed together with the moneys
already borrowed by the Company (apart from temporary loans obtained from the Company's
bankers in the ordinary course of business) will exceed the aggregate of the paid-up
capital of the Company and its free reserves, that is to say, reserves not set apart for
any specific purpose or;

(i) the expression "temporary loans" means loans repayable on demand or
within six months from the date of the loan or such higher term,
discounting of bills and issues of other short-term loans of a seasonal
nature, but does not include loans raised for the purpose of financing
expenditure of capital nature; and

(ii) accepting deposits by the Company shall not be considered as the Company
having borrowed moneys for the purpose of this Article.

(e) Contribute to charitable and other funds not directly relating to the
business of the Company or the welfare of its employees, any amounts the aggregate of
which will, in any financial year, exceed the prescribed limits.

Acts of Board or 163. All acts done by any meeting of the Board or of a Committee thereof or by any
Committees valid person acting as a Director, shall be valid notwithstanding that it may be afterwards
notwithstanding discovered that the appointment of any one or more of such Directors or of any person
defect of appointment acting as aforesaid, was invalid by reason of defect or disqualification or had
terminated by virtue of any provision contained in the Act or these presents. Provided
that nothing in this Article shall be deemed to give validity to acts done by a Director
after his appointment has been shown to the Company to be invalid or to have terminated.

Resolution by circular 164. No Resolution shall be deemed to have been duly passed by the Board or by a
Committee thereof by circulation, unless the Resolution has been circulated in draft,
together with the necessary papers, if any, to all the Directors, or to all the Members
of the Committee, then in India (not being less in number than the quorum fixed for a
meeting of the Board or Committee, as the case may be) and to all other Directors or
Members, at their usual address

in India and has been approved by such of the Directors as are then in India or
by a majority of such of them, as are entitled to vote on the Resolution.

165. (a) If the requirements as to the constitution of the Board as Reconstitution of the
laid down in any of the said Acts are not fulfilled at any time, the Board shall Board
reconstitute such Board so as to ensure that such requirements are fulfilled.

(b) If, for the purpose of reconstituting the Board under sub-article
(a) above, it is necessary to retire any Director or Directors, the Board shall,
by lots drawn at a Board Meeting, decide which Director or Directors shall cease
to hold office and such decision shall be binding on every Director.

(c) Every Director, if he is appointed under any casual or other
vacancy, shall hold office until the date up to which his predecessor would have
held office, if the election had not been held or, as the case may be, the
appointment had not been made.

(d) No act or proceeding of the Board of Directors of the Company
shall be invalid by reason only of any defect in the composition thereof or on
the ground that it is subsequently discovered that any of its Members did not
fulfill the requirements of this Article.

POWERS OF DIRECTORS

166. (a) Subject to the provisions of the said Acts, the Board of Directors General powers of
shall be entitled to exercise all such powers and to do all such acts and Company vested in
things, as the Company is authorised to exercise and do. Directors

Provided that the Board shall not exercise any power to do any act or
thing which is directed or required, by any act or by the Memorandum
or Articles of the Company or otherwise, to be exercised or done by
the Company in General Meeting.

Provided further that in exercising any such power or doing any such
act or thing, the Board shall be subject to the provisions contained
in that behalf in any Act or in the Memorandum or Articles of the
Company or in any regulations not inconsistent therewith and duly made
thereunder including regulations made by the Company in General
Meeting.

(b) No regulation made by the Company in General Meeting shall
invalidate any prior act of the Board which would have been valid if that
regulation had not been made.

167. Without prejudice to the general powers conferred by the last Specific powers given to
preceding Article and the other powers conferred by these presents but subject, Directors
however, to the provisions of the Act, the Memorandum and these presents it is
hereby expressly declared that the Directors shall have the following powers.

(a) To pay the costs, charges and expenses preliminary and incidental To pay costs of
to the promotion, formation, establishment and registration of the Company. incorporation

(b) To have an Official Seal for use abroad. Seal abroad

(c) To purchase or otherwise acquire for the Company any property Acquiring properties,
rights or privileges which the Company is authorized to acquire at such price rights, etc.
and generally on such terms and conditions as they think fit.

(d) At their discretion to pay for any property or rights or To pay for property
privileges acquired by or services rendered to the Company, either wholly or
partially in cash or in shares, bonds, debentures, debenture stock or other
securities of the Company and any such shares may be issued either as fully
paid-up or with such amount credited as paid up thereon as may be agreed upon
and any such bonds, debentures, debenture stock or other securities may be
either specifically charged upon all or any part of the property of the Company
and its uncalled capital or not so charged.

(e) To insure and keep insured against loss or damage by fire or To insure properties
otherwise for such period and to such extent as they may think proper all or any
part of the buildings, machinery, goods, stores, produce and other movable
property of the Company either separately or jointly; also to insure all or any
portion of the goods, produce, machinery and other articles imported or exported
by the Company and to sell, assign, surrender or discontinue any policies of
assurance effected in pursuance of this power.

(f) To open accounts with any bank or bankers or with any company, To open bank accounts
firm or individual and to pay money into and draw money from any such account
from time to time as the Directors may think fit.

To secure contracts (g) To the extent permissible under the said Acts, to secure the fulfilment of
by mortgage any contracts or engagements entered into by the Company by mortgage or charge of all or
any of the property of the Company and its uncalled capital for the time being or in such
other manner as they think fit.

To attach conditions (h) To attach to any shares issued as the consideration or part of the
consideration for any contract with or property acquired by the Company or in payment for
services rendered to the Company, such conditions as to the transfer thereof as they
think fit.

To accept surrender (i) To accept from any Member, on such terms and conditions as shall be agreed, a
of shares surrender of his shares or stock or any part thereof.

To appoint trustees (j) To appoint any person or persons (whether incorporated or not) to accept and
hold in trust for the Company any property belonging to the Company or in which it is
interested or for any other purposes and to execute and do all such acts and things as
may be requisite in relation to any such trust and to provide for the remuneration of
such trustee or trustees.

To institute, act, (k) To institute, conduct, defend, compound or abandon any legal proceedings by
conduct legal or against the Company or its officers or otherwise concerning the affairs of the Company
proceedings and also to compound and allow time for payment or satisfaction of any debt due or of any
claims or demands by or against the Company.

To refer to (l) To refer any claim or demand by or against the Company to arbitration and
arbitration observe and perform the awards.

To act in matters (m) To act on behalf of the Company in all matters relating to bankruptcy and
of bankruptcy and insolvency.
insolvency
To give receipts (n) To make and give receipts, releases and other discharges for moneys payable
to the Company and for the claims and demands of the Company.

To determine who shall (o) To determine from time to time who shall be entitled to sign on the Company's
be entitled to sign behalf bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants,
on Company's behalf releases, contracts and documents.

To invest moneys (p) To invest and deal with any of the moneys of the Company whether or not
immediately required for the purposes thereof, upon such securities and in such manner as
they may think fit and from time to time to vary or realize such investments.

To give security by (q) To execute in the name and on behalf of the Company in favour of any Director
way of indemnity or other person who may incur or be about to incur any personal liability for the benefit
of the Company such mortgages of the Company's property (present and future) as they
think fit and any such mortgage may contain a power of sale and such other powers,
covenants and provisions as shall be agreed on.

To give interest in (r) To give to any Director, officer or other person employed by the Company an
particular business interest in any particular business or transaction or otherwise or a share in the general
or transaction, etc. profits of the Company and such interest, commission or share of profits shall be treated
as a part of the working expenses of the Company.

Provided that the share of general profits of the Company payable to the
Directors or to the officers of the Company or such other person shall not
exceed in the aggregate a sum equivalent to three per cent of the net profits
of the Company as determined in accordance with the provisions of Sections
349 and 350 of the Act.

Provided, further, that this limitation or restriction on the percentage of
net profits shall not be applicable to any distribution of a general bonus to
employees of the Company.

To provide for the (s) To provide for the welfare of employees or ex-employees of the Company or its
welfare of employees, predecessors in business and the spouse, widow or widower, father (including stepfather),
etc. mother (including stepmother), brother (including stepbrother), sister (including
stepsister), son (including stepson), daughter (including stepdaughter), son's widow,
daughter's widower, deceased son's children, deceased daughter's children or the
dependents of such employees or ex-employees by building or contributing to the building
of houses or dwellings or by grant of money, pensions, allowances, bonus or other
payments or by building or contributing to the building of houses or dwelling or by
creating and from time to time subscribing or contributing to provident funds and other
associations, institutions, funds or trusts and by

providing or subscribing or contributing towards places of instruction and
recreation, hospitals and dispensaries, medical and other attendances and to
subscribe or contribute to or otherwise assist charitable, benevolent, national
and/or other institutions or objects.

(t) Subject to the provisions of the Act and these presents to To subscribe to
subscribe or guarantee money for any national, charitable, benevolent, public, charitable funds
general or useful object or for any exhibition or to any institution, club,
society or fund.

(u) The Directors may, before recommending any dividend, set aside out To establish revenue fund
of the profits of the Company such sums as they may think proper for
depreciation or to a Depreciation Fund or as reserve or to a Reserve Fund or
Sinking Fund or any Special Fund to meet contingencies or to repay preference
shares or debentures or for payment of dividends or for equalizing dividends or
for repairing, improving, extending and maintaining any part of the property of
the Company or for such other purposes as the Directors may, in their absolute
discretion, think conducive to the interests of the Company; and the Directors
may invest the several sums so set aside or so much thereof as required to be
invested upon such investments (subject to the restrictions imposed by the Act)
as the Directors may think fit and from time to time deal with and vary such
investments and dispose of and apply and expend all or any part thereof for the
benefit of the Company, in such manner and for such purposes as the Directors
(subject to such restrictions as aforesaid), in their absolute discretion, think
conducive to the interests of the Company notwithstanding that the matters to
which the Directors apply or upon which they expend the same, or any part
thereof may be matters to or upon which the capital moneys of the Company might
rightly be applied or expended; and the Directors may divide the reserve or any
fund into such special funds and transfer any sum from one fund to another as
the Directors may think fit and may employ the assets constituting all or any of
the above funds, including the Depreciation Fund, in the business of the Company
or in the purchase or repayment of preference shares or debentures and that
without being bound to keep the same separate from the other assets and without
being bound to pay interest on the same, with power, however, to the Directors,
at their discretion, to pay or allow to the credit of such fund interest at such
rate as the Directors may think proper, not exceeding five per cent per annum.

(v) To appoint and, at their discretion, remove or suspend such To appoint officers, etc.
committee or committees of experts, technicians or advisers or such manager(s),
officer(s), clerk(s), employee(s) and agent(s) for permanent, temporary or
special services as they may from time to time think fit and to determine their
powers and duties and fix their salaries and emoluments and require security in
such instances and to such amounts as they may think fit and also without
prejudice as aforesaid from time to time to provide for the management and
transaction of the affairs of the Company in any specified locality in India and
the provisions contained in sub-articles (y) and (z) of this Article following
shall be without prejudice to the general powers conferred by this sub-article.

(w) To comply with the requirements of any local law which, in their To ensure compliance of
opinion, it shall, in the interest of the Company, be necessary or expedient to local laws
comply with.

(x) From time to time and at any time to establish any Local Board for To establish Local Boards
managing any of the affairs of the Company in any specified locality in India or
elsewhere and to appoint any persons to be members of any Local Boards and to
fix their remuneration. And from time to time and at any time, but subject to
the provisions of Section 292 of the Act and these presents to delegate to any
person so appointed any of the powers, authorities and discretions for the time
being vested to the Directors and to authorize the members for the time being of
any such Local Board or any of them to fill up any vacancies therein and to act
notwithstanding vacancies and any such appointment or delegation may be made on
such terms and subject to such conditions as the Directors may think fit and the
Directors may at any time remove any person so appointed and may annul or vary
any such delegation. Any such delegate may be authorized by the Directors to
subdelegate all or any of the powers, authorities and discretions, for the time
being, vested in them.

(y) At any time and from time to time but subject to the provisions of To appoint attorneys
Section 292 of the Act and these presents by Power of Attorney to appoint any
person or persons to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Directors under these presents) and for such
period and subject to such conditions as the Directors may from time to time
think fit and any such appointment (if the Directors think fit) may be made in
favour of the members or any of the members of any Local Board established as
aforesaid or in favour of any company or the Members, Directors, nominees or
managers of any company or firm or otherwise in favour of any fluctuating body
or any persons whatsoever whether nominated directly or indirectly by the
Directors and any such Power of Attorney may contain such powers for the
protection or convenience of persons dealing with such attorneys as the
Directors may think fit.

(z) Subject to the provisions of the Act and these presents, to Delegation of powers
delegate the powers, authorities and discretions vested in the Directors to any
person, firm, company or fluctuating body of persons as aforesaid.

Subdelegation of (aa) Any such delegate or attorney as aforesaid may be authorized by the
powers Directors to subdelegate all or any of the powers, authorities and discretions for the
time being vested in him.

To enter into (ab) Subject to the provisions of the Act, to enter into all such negotiations
contracts and contracts and rescind and vary all such contracts and execute and do all such acts,
deeds and things in the name and on behalf of the Company as they may consider expedient
for or in relation to any of the matters aforesaid or otherwise for the purposes of the
Company.

(ac) Subject to the provisions of the Act, to give in the name and on behalf of
the Company such indemnities and guarantees as may be necessary.

(ad) From time to time to make, vary and repeal any by-law, regulations and other
rules, guidelines or instructions for regulating the business of the Company, its
officials, the employees and other persons having dealings with the Company.

Provisions of the 168. The Directors shall comply with the provisions of Sections 159, 295, 297, 299,
Act to be complied 303, 305, 307 and 308 of the Act.
with by Directors
MINUTES

Minutes of 169. The Company shall cause Minutes of all proceedings of every meeting of the Board
proceedings of the of Directors and all Committees of the Board to be duly entered in a book or books for
Board of Directors that purpose maintained in such form and manner as may be permitted in law from time to
and the Committees time, including but not limited to loose leaf volumes. The Minutes shall contain:

(i) a fair and correct summary of the proceedings at the Meeting;

(ii) the names of the Directors present at the meeting of the Board of
Directors or of any Committee of the Board;

(iii) all decisions taken by the Board and Committee of the Board and all
appointments of officers and Committee of Directors;

(iv) all resolutions and proceedings of meetings of the Board and the
Committees of the Board; and

(v) in the case of each resolution passed at a meeting of the Board or
Committee of the Board, the names of the Directors, if any, dissenting
from or not concurring in the Resolution.

By whom Minutes to be 170. Any Minutes of any meeting of the Board or of any Committee of the Board, shall
signed and the effect be signed by the Chairman of such meeting or by the Chairman of the next succeeding
thereof meeting and such Minutes shall for all purposes whatsoever be prima facie evidence of the
actual passing of the resolutions recorded and the actual and regular transaction or
occurrence of the proceedings so recorded and of the regularity of the meeting at which
the same shall appear to have taken place.

THE SEAL

The Seal, its custody 171. (a) The Directors shall provide a Common Seal for the purpose of the Company and
and use shall have power from time to time to destroy the same and substitute a new Seal in lieu
thereof and the Directors shall provide for the safe custody of the Seal.

(b) The Seal of the Company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a Committee of the Board authorized by it in
that behalf and except in the presence of at least one Director and the Secretary or such
other person as the Board may appoint for the purpose and the said Director and the
Secretary or such other person as aforesaid shall sign every instrument to which the Seal
of the Company is so affixed in their presence.

ESTABLISHMENT OF RESERVE FUND

Reserve Funds 172. The Company shall create a Reserve Fund and shall, out of the balance of profit
of each year as disclosed in the Profit and Loss Account and before any dividend is
declared, transfer to the Reserve Fund equivalent to not less than 20 per cent of such
profit or such other percentage as may be notified by any Regulatory Agency.

DIVIDENDS

Division of profit 173. The profits of the Company, subject to the provisions of the Act, the Memorandum
and these presents, shall be divisible among the Members in proportion to the amount of
capital paid-up on the shares held by them, respectively.

174. Where capital is paid up in advance of calls upon the footing that Capital paid up in
the same shall carry interest such capital shall not, whilst carrying interest, advance at interest not
confer a right to dividend or to participate in profits. to earn dividend

175. The Company may pay dividends in proportion to the amount paid up or Dividends in proportion
credited as paid up on each share where a larger amount is paid up or credited to amount paid up
as paid up on some shares than on others.

176. (a) The Company, before declaring any dividend on its shares for each Declaration of dividend
year, shall transfer to Reserve Fund an amount specified in these presents and and writing off
required by or under any directions issued under the said Acts and shall also capitalized expenses
completely write off all its capitalized expenses (including preliminary
expenses, share selling commission, brokerage, amount of losses incurred and any
other item of expenditure not represented by tangible assets).

(b) Provided, however, that the Company may pay dividends on its Power to declare
shares without writing off: dividend without
writing off
(i) the depreciation, if any, in the values of its investments in
approved securities in any case where such depreciation has
not actually been capitalized or otherwise accounted for as a
loss;

(ii) the depreciation, if any, in the value of its investments in
shares, debentures or bonds (other than approved securities)
in any case where adequate provision for such depreciation
has been made to the satisfaction of the Company; and

(iii) the bad debts, if any, in any case where adequate provision
for such debts has been made to the satisfaction of the
Auditors of the Company.

177. The Company in General Meeting may, subject to the provisions of the The Company in
said Acts, declare a dividend to be paid to the Members according to their General Meeting may
respective rights and interests in the profits and may fix the time for payment. declare a dividend

178. No larger dividend shall be declared than is recommended by the No larger dividend than
Directors but the Company in General Meeting may declare a smaller dividend. recommended by
Subject to the provisions of Section 205 of the Act, no dividend shall be Directors, etc.
payable except out of the profits of the year or any other undistributed
profits. The declaration of the Directors as to the amount of the net profits of
the Company shall be conclusive.

179. Subject to the provisions of the said Acts and these presents, the Interim dividend
Directors may from time to time pay to the Members such interim dividends as in
their judgement the position of the Company justifies. Such interim dividend may
be declared at any time and shall be set off against the final dividend for the
relevant period.

180. Subject to the provisions of the said Acts, the Directors may retain Retention of dividends
the dividends payable in respect of which any person is, under the Transmission
Clause, entitled to become a Member or which any person under that Clause is
entitled to transfer until such person shall become a Member in respect of such
shares or shall duly transfer the same.

181. Subject to the provisions of the said Acts, no Member shall be No Member to receive
entitled to receive payment of any interest or dividend in respect of his share dividend whilst indebted
or shares whilst any money may be due or owing from him to the Company in to the Company and
respect of such share or shares or otherwise howsoever either alone or jointly Company's right of
with any other person or persons and the Directors may deduct from the interest reimbursement thereof
or dividend payable to any Member all sums of money so due from him to the
Company.

182. Where any instrument of transfer of shares has been delivered to the Transfer of shares must
Company for registration and the transfer of such shares has not been registered be registered
by the Company, it shall, notwithstanding anything contained in any other
provision of the Act.

(a) Transfer the dividend in relation to such shares to the special
account referred to in Section 205A of the Act unless the Company is authorized
by the registered holder of such shares in writing to pay such dividend to the
transferee specified in such instrument of transfer; and

(b) Keep in abeyance in relation to such shares any offer of rights
shares under clause (a) of sub-section (1) of Section 81 and any issue of fully
paid-up bonus shares in pursuance of sub-section (3) of Section 205 of the Act.

183. Unless otherwise directed, any dividend may be paid by cheque or Dividends how remitted
warrant sent through the post to the registered address of the Member or person
entitled thereto or, in case

of joint-holders, to that one of them first named in the Register in respect of the
joint-holding. Every such cheque shall be made payable to the order of the person to whom
it is sent. The Company shall not be liable or responsible for any cheque or warrant lost
in transmission or for any dividend lost by the Member or person entitled thereto by the
forged endorsement of any cheque or warrant or the fraudulent or improper recovery
thereof by any other means.

Unclaimed dividends 184. (a) Subject to the provisions of Section 205A of the Act, if the Company has
declared a dividend but which has not been paid or claimed within 42 days from the date
of declaration to any shareholder entitled to the payment of the dividend, the Company
shall, within seven days from the date of expiry of the said period of 42 days, transfer
the total amount of dividend which remains unpaid or unclaimed within the said period of
42 days to a special account in that behalf in any scheduled bank called the "Unpaid
Dividend Account of ICICI Banking Corporation Limited."

(b) Any money transferred to the Unpaid Dividend Account of the Company which
remains unpaid or unclaimed for a period of three years from the date of such transfer,
shall be transferred by the Company to the general revenue account of the Central
Government. A claim to any money so transferred to the general revenue account may be
preferred to the Central Government by the shareholders to whom the money is due. No
unclaimed dividend shall be forfeited till the claim thereto becomes barred by law.

Dividend and call 185. Any General Meeting declaring a dividend may make a call on the Members in
together respect of moneys unpaid on shares for such amount as the meeting fixes but so that the
call on each Member shall not exceed the dividend payable to him and so that the call be
made payable at the same time as the dividend and the dividend may, if so arranged
between the Company and the Members, be set off against the call.

Special provision in 186. No dividend shall be payable except in cash.
reference to dividend
Provided that nothing in this Article shall be deemed to prohibit the
capitalization of profits or reserves of the Company for the purpose of issuing
fully paid-up bonus shares or paying up any amount for the time being unpaid on
any shares held by the Members of the Company.

CAPITALIZATION

Capitalization 187. Any General Meeting may resolve that any moneys, investments or other assets
forming part of the undivided profits standing to the credit of the reserve or Reserve
Fund or any other fund of the Company or in the hands of the Company and available for
dividend or representing premiums received on the issue of shares and standing to the
credit of the share premium account be capitalized.

(i) by the issue and distribution as fully paid-up shares, debentures,
debenture stock, bonds or other obligations of the Company; or

(ii) by crediting shares of the Company which may have been issued to and are
not fully paid up, with the whole or any part of the sum remaining
unpaid thereon.

Such issue and distribution under (i) above and such payment to the credit of
unpaid share capital under (ii) above shall be made to, among and in favour of the
Members or any class of them or any of them entitled thereto and in accordance with their
respective rights and interest and in proportion to the amount of capital paid up on the
shares held by them, respectively, in respect of which such distribution under (i) or
payment under (ii) above shall be made on the footing that such Members become entitled
thereto as capital. The Directors shall give effect to any such resolution and apply such
portion of the profits or reserve or Reserve Fund or any other fund on account as
aforesaid as may be required for the purpose of making payment in full for the shares,
debentures or debenture stock, bonds or other obligations of the Company so distributed
under (i) above or (as the case may be) for the purpose of paying, in whole or in part,
the amount remaining unpaid on the shares which may have been issued and are not fully
paid up under (ii) above.

Provided that no such distribution or payment shall be made unless recommended
by the Directors and, if so recommended, such distribution and payment shall be accepted
by such Members as aforesaid in full satisfaction of their interest in the said
capitalized sum.

For the purpose of giving effect to any such resolution, the Directors may
settle any difficulty which may arise in regard to the distribution or payment as
aforesaid as they think expedient and, in particular, they may issue fractional
certificates and may fix the value for distribution of any specific assets and may
determine that cash payments be made to any Members on the footing of the value so fixed
and may vest any such cash, shares, debentures,

debenture stock, bonds or other obligations in trustees upon such trusts for the
persons entitled thereto as may seem expedient to the Directors and generally
may make such arrangements for the acceptance, allotment and sale of such
shares, debentures, debenture stock, bonds or other obligations and fractional
certificates or otherwise as they may think fit. Subject to the provisions of
the Act and these presents, in cases where some of the shares of the Company are
fully paid and others are partly paid, only such capitalization may be effected
by the distribution of further shares in respect of the fully paid shares and by
crediting the partly paid shares with the whole or part of the unpaid liability
thereon but so that as between the holders of the fully paid shares and the
partly paid shares the sums so applied in the payment of such further shares and
in the extinguishment or diminution of the liability on the partly paid shares
shall be so applied pro rata in proportion to the amount then already paid or
credited as paid on the existing fully paid and partly paid shares,
respectively. When deemed requisite a proper contract shall be filed in
accordance with the Act and the Board may appoint any person to sign such
contract on behalf of the holders of the shares of the Company which shall have
been issued prior to such capitalization and such appointment shall be
effective.

ACCOUNTS

188. (a) The Directors shall cause true accounts to be kept of: Accounts

(i) all sums of money received and expended by the Company and
the matters in respect of which such receipt and expenditure
take place;

(ii) all sales and purchases of goods by the Company; and

(iii) the assets, credits and liabilities of the Company and
generally of all its commercial, financial and other affairs,
transactions and engagements and of all other matters,
necessary for showing the true financial state and condition
of the Company and the accounts shall be kept in English in
such manner as the Directors may deem fit; and the books of
accounts shall be kept at the Office and/or at such other
place or places in India as the Directors think fit and shall
be open to inspection by any of the Directors and such other
persons authorized under the Act during business hours.

(b) If the Company shall have a branch office, whether in or outside
India, proper books of account relating to the transactions effected at the
office shall be kept at that office and proper summarized returns, made
up-to-date at intervals of not more than three months, shall be sent by the
branch office to the Company at its Registered Office or other place in India as
the Board thinks fit, where the main books of the Company are kept.

189. Once at least in every calendar year the Directors shall lay before Furnishing of statement
the Company in Annual General Meeting a Profit and Loss Account for financial of accounts and reports
year of the Company immediately preceding the financial year in which such
meeting is held and a Balance Sheet containing a summary of the assets and
liabilities of the Company made up as at the end of the last working day of that
financial year or in case where an extension of time has been granted for
holding the meeting up to such extended time and every such Balance Sheet, shall
as required by Section 217 of the Act, be accompanied by a report (to be
attached thereto) of the Directors as to the state and condition of the Company
and as to the amount (if any) which they recommend to be paid out of the profits
by way of dividend and the amount (if any) set aside by them for the Reserve
Fund, general reserve or Reserve Account shown specifically in the Balance Sheet
or to be shown specifically in a subsequent Balance Sheet.

190. Every Balance Sheet and Profit and Loss Account of the Company shall Form and contents of
give a true and fair view of the state of affairs of the Company or its branch Balance Sheet and Profit
office and shall, subject to the provisions of Section 211 of the Act and to the and Loss Account
extent they are not inconsistent with the Act, be in the forms set out in the
Third Schedule of the Banking Act or as near thereto as circumstances admit.

191. The Balance Sheet and the Profit and Loss Account shall be signed by Authentication of
at least three Directors, one of whom shall be a Managing Director or when only Balance Sheet and other
one Director is for the time being in India, by such Director and by the Manager documents - copies
or Secretary. The Balance Sheet and the Profit and Loss Account shall be thereof to be sent to Members
approved by the Board of Directors before they are signed on behalf of the Board
in accordance with provisions of this Article and before they are submitted to
the Auditors for their Report thereon. The Auditors' Report shall be attached to
the Balance Sheet and the Profit and Loss Account or there shall be inserted at
the foot of the Balance Sheet and the Profit and Loss Account a reference to the
Report. A copy of such Balance Sheet and the Profit and Loss Account so audited
together with a copy of the Auditors' Report and every other document required
by law to be annexed or attached to the Balance Sheet shall not less than 21
days before the meeting at which the same are to be laid before

the Members of the Company, be subject to the provisions of Section 219 of the Act, sent
to every trustee for the holders of any debenture and to all persons other than such
Members or Trustees, being so entitled.

Copies of Balance 192. After the Balance Sheet and Profit and Loss Account have been laid before the
Sheet, Profit and Company at a General Meeting, three copies thereof signed by the Managing Director, the
Loss Account and Manager or Secretary or if there be none of these by a Director of the Company shall be
Auditors' Report filed with the Registrar together with the requisite returns in accordance with the
shall be filed with requirements of Sections 159 and 161 of the Act.
the Registrar
AUDIT

Accounts to be 193. At least once in every year, the accounts of the Company shall be balanced and
audited audited and the correctness of the Profit and Loss Account and Balance Sheet ascertained
by one or more Auditor or Auditors to be appointed as required by the said Acts.

Appointment and 194. The Company, at each Annual General Meeting, shall appoint an Auditor or Auditors
qualification of to hold office from the conclusion of that meeting until the conclusion of the next
Auditors Annual General Meeting. The appointment and the removal of Auditors and the person who
may be appointed as Auditors shall be as provided in Sections 224, 224A, 225 and 226 of
the Act and the relevant provisions of the Banking Regulation Act, 1949.

Branch audit 195. The audit of the branch office, if any, of the Company shall be by and in the
manner provided by Section 228 of the Act.

Remuneration of 196. The remuneration of the Auditors of the Company shall be fixed by the Company in
Auditors General Meeting or by the Board of Directors, if so authorized by the Company in General
Meeting except that the remuneration of any Auditors appointed to fill any casual
vacancy, may be fixed by the Directors and where his appointment has been made by the
Central Government, pursuant to Article 194, may be fixed by the Central Government.

Auditors: their 197. Every Auditor of the Company shall have a right of access at all times to the
Report, powers and books and accounts and vouchers of the Company and shall be entitled to require from the
duties Directors and officers of the Company such information and explanations as may be
necessary for the performance of the duties of the Auditors and the Auditors shall make a
Report to the shareholders on the accounts examined by them and on every Balance Sheet
and Profit and Loss Account and every other document declared by the Act to be part of or
annexed to the Balance Sheet or Profit and Loss Account which are laid before the Company
in General Meeting during their tenure of office and the Report shall state whether in
their opinion and to the best of their information and according to the explanations
given to them the said accounts give the information required by the said Acts in the
manner so required and give a true and fair view:

(a) in the case of the Balance Sheet, of the state of the Company's affairs
as at the end of its financial year; and

(b) in the case of the Profit and Loss Account, of the profit or loss for
financial year.

The Auditors' Report shall also state:

(i) Whether they had obtained all the information and explanations
which to the best of their knowledge and belief were necessary for
the purpose of their audit;

(ii) Whether, in their opinion, proper books of accounts as required by
law have been kept by the Company so far as it appears from the
examination of those books and proper returns adequate for the
purpose of their audit have been received from the branches not
visited by them; and

(iii) Whether the Company's Balance Sheet and Profit and Loss Account
dealt with by the Report are in agreement with the books of
accounts and returns.

Where any of the matters referred to in items (i) and (ii) aforesaid are
answered in the negative or with a qualification, the Auditors' Report
shall state the reason for the same. The Auditors' Report shall be
attached to the Balance Sheet and Profit and Loss Account or set out at
the foot thereof and such Report shall be read before the Company in
General Meeting and shall be open to inspection by any Member of the
Company.

Auditors' right to 198. All notices of and other communications relating to any General Meeting of a
attend meetings Company which any Member of the Company is entitled to have sent to him shall also be
forwarded to the Auditors of the Company; and the Auditors shall be entitled to attend
any General Meeting and to be heard at any General Meeting which they attend on any part
of the business which concerns them as Auditors.

199. In additions to the matter which under the preceding Article the Additional information
Auditor is required to state in his Report, he shall also state in his Report: in Auditors' Report

(i) whether or not the information and explanations required by
him have been found to be satisfactory;

(ii) whether or not the transactions of the Company which have
come to his notice have been within the powers of the
Company;

(iii) whether or not the returns received from branch offices of
the Company have been found adequate for the purposes of his
audit;

(iv) whether the Profit and Loss Account shows a true balance
(profit or loss) for the period covered by such accounts;

(v) any other matter which he considers should be brought to the
notice of the shareholders of the Company.

200. Where any of the matters referred to in the Act hereof is answered in Reasons for
the negative or with a qualification, the Auditors' Report shall state the qualifications in the
reason for the answer. Auditors' Report

201. The accounts of the Company shall not be deemed as not having been and No qualifying remark in
the Auditors' Report shall not state that those accounts have not been properly Auditors' Report for
drawn up on the ground merely that the Company has not disclosed certain matters non-disclosure of certain
if: information

(i) those matters are such as the Company is not required to
disclose by virtue of any provisions contained in the said
Acts; and

(ii) those provisions are specified in the Balance Sheet and
Profit and Loss Account of the Company.

202. Every account, when audited and approved by a General Meeting, shall Accounts when audited
be conclusive except as regards any error discovered therein within three months and approved to be
after the approval thereof. Whenever any such error is discovered within that conclusive except as to
period, the account shall forthwith be corrected and henceforth shall be errors discovered within
conclusive. three months

NOTICES

203. (a) A notice (which expression for the purposes of these presents Notice
shall be deemed to include and shall include any summon, notice, process, order,
judgement or any other document in relation to or in the winding up of the
Company) may be given by the Company to any Member either personally or by
sending it by post to him to his registered address or if he has no registered
address in India to the address, if any, within India supplied by him to the
Company for the giving of notices to him.

(b) Where a notice is sent by post, the service of such notice shall
be deemed to be effected by properly addressing, pre-paying and posting a letter
containing the notice.

Provided that where a Member has intimated to the Company in advance
that documents should be sent to him under a certificate of posting or
by registered post with or without acknowledgement due and has
deposited with the Company a sum sufficient to defray the expenses of
doing so, service of the document or notice shall not be deemed to be
effected unless it is sent in the manner intimated by the Member.

204. If a Member has no registered address in India and has not supplied to Notice on Members
the Company an address within India for the giving of notices to him a notice having no registered
advertised in a newspaper circulating in the neighbourhood of the Registered address
Office shall be deemed to be duly given to him on the day on which the
advertisement appears.

205. A notice may be given by the Company to the persons entitled to a Notice on persons
share in consequence of the death or insolvency of a Member by sending it acquiring shares on
through the post in a pre-paid letter addressed to them by name or by the title death or insolvency of
of representatives of the deceased or assignee of the insolvent or by any like Member
description at the address (if any) in India supplied for the purpose by the
persons claiming to be so entitled or (until such an address has been so
supplied) by giving the notice in any manner in which the same might have been
given if the death or insolvency had not occurred.

Persons entitled to 206. Subject to the provisions of the Act and these presents, notice of every General
notice of General Meeting shall be given in any manner hereinbefore authorized to:
Meetings
(i) every Member of the Company;

(ii) every person entitled to a share in consequence of the death or
insolvency of a Member who, but for his death or insolvency, would be
entitled to receive notice of the Meeting; and

(iii) the Auditor or Auditors of the Company.

Notice by Company and 207. Any notice to be given by the Company shall be signed by the Secretary or by such
signature thereto Director or officer as the Directors may appoint. Such signature may be written, printed
or lithographed.

Transferee, etc., 208. Every person who, by operation of law, transfer or other means whatsoever, shall
bound by prior become entitled to any share, shall be bound by every notice in respect of such share,
notices which previously to his name and address and title to the share being notified to the
Company, shall have been duly given to the person from whom he derives his title to such
share.

Notice valid though 209. Subject to the provisions of the Act and these presents, any notice given in
Member deceased pursuance of these presents or document delivered or sent by post to or left at the
registered address of any Member or at the address given by him in pursuance of these
presents shall notwithstanding such Member be then deceased and whether or not the
Company have notice of his decease, be deemed to have been duly served in respect of any
registered share, whether held solely or jointly with other persons by such Member until
some other person be registered in his stead as the holder or the joint-holder thereof
and such service shall, for all purposes of these presents, be deemed sufficient service
of such notice or document on his or her heirs, executors or administrators and all
persons, if any, jointly interested with him or her in any such share.

WINDING UP

Winding up 210. For winding up of the Company, the provisions contained in the Banking Act will
apply and the provisions of the Act will also apply to the extent to which they are not
varied or inconsistent with the Banking Act.

Distribution of assets 211. If the Company shall be wound up and the assets available for distribution among
the Members as such shall be insufficient to repay the whole of the paid-up capital, such
assets shall be distributed so that, as nearly as may be, the losses shall be borne by
the Members in proportion to the capital paid up, or which ought to have been paid up, at
the commencement of the winding up, on the shares held by them, respectively. And if in a
winding up, the assets available for distribution among the Members shall be more than
sufficient to repay the whole of the capital paid up at the commencement of the winding
up, the excess shall be distributed amongst the Members in proportion to the capital, at
the commencement of the winding up, paid up or which ought to have been paid up on the
shares held by them, respectively. But this Article is to be without prejudice to the
rights of the holders of shares issued upon special terms and conditions.

Distribution in specie 212. (a) If the Company shall be wound up whether voluntarily or otherwise, the
or kind liquidators may, with the sanction of a Special Resolution and any other sanction
required by the Act, divide amongst the contributories in specie or kind, the whole or
any part of the assets of the Company and may, with like sanction, vest the whole or any
part of the assets of the Company in trustees upon such trusts for the benefit of the
contributories or any of them, as the liquidators with the like sanction shall think fit.

(b) If thought expedient any such distribution may subject to the provisions of
the Act, the Memorandum and these presents, be otherwise than in accordance with the
legal rights of the contributories and in particular any class may be given preference or
special rights or may be excluded altogether or in part but in case any distribution
otherwise than in accordance with the legal rights of the contributories shall be
determined on, any contributory who would be prejudiced thereby shall have a right to
dissent and ancillary rights as if such determination were a Special, Resolution passed
pursuant to Section 494 of the Act.

(c) In case any share to be divided as aforesaid involve a liability to calls or
otherwise any person entitled under such division to any of the said share may within 10
days after the passing of the Special Resolution by notice in writing direct the
liquidators to sell his portion and pay him the net proceeds and the liquidators shall,
if practicable, act accordingly.

Right of shareholder 213. A Special Resolution sanctioning a sale to any other company duly passed pursuant
in case of sale to Section 494 of the Act may, in like manner, as aforesaid determine that any shares or
other

consideration receivable by the liquidators be distributed amongst the Members
otherwise than in accordance with their existing rights and any such
determination shall be binding upon all the Members subject to the rights of
dissent and consequential rights conferred by the said Section.

SECRECY CLAUSE

214. No Member shall be entitled to require discovery of or any Secrecy clause
information respecting any detail of the Company's trading or any matter which
may be in the nature of a trade secret, mystery of trade or secret process which
may relate to the conduct of the business of the Company and which, in the
opinion of the Directors, will be inexpedient in the interest of the Company to
communicate the same.

INDEMNITY AND RESPONSIBILITY

215. (a) Subject to the provisions of Section 201 of the Act, every Directors' and other'
Director of the Company, officer (whether Managing Director, Manager, Secretary right to indemnity
or other officer) or employee or any person employed by the Company as Auditor
shall be indemnified by the Company against and it shall be the duty of the
Directors out of the funds of the Company to pay all costs, losses and expenses
(including travelling expenses) which any such Director, officer, other
employee, or Auditor may incur or become liable to by reason of any contract
entered into or act or deed done by him as such Director, officer, other
employee or Auditor or in any way in the discharge of his duties.

(b) Subject as aforesaid every Director, officer, other employee or
Auditor of the Company shall be indemnified against any liability incurred by
him in defending any proceedings whether civil or criminal, in which judgement
is given in his favour or in which he is acquitted or discharged in connection
with any application under Section 633 of the Act in which relief is granted to
him by the court.

We, the several persons whose names and addresses are subscribed 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 our respective names:

1. Narayanan Vaghul 1301, Radhika 100
S/o. V. Narayanan Off Sayani Road (One Hundred)
Sd/- Prabhadevi
Chairman Mumbai 400 025
ICICI Banker

2. Parampally Vasudeva Maiya Flat No. 172-B 100
S/o. P. Ganapayya Maiya Jolly Maker Apartments I (One Hundred)
Sd/- Cuffe Parade
Executive Director Mumbai 400 005
SCICI Bank Executive

5. Shashikant Harilal Bhojani A-73, Ocean Gold 100
S/o. Harilal Bhojani Twin Tower Lane (One Hundred)
Sd/- Prabhadevi
Corporate Legal Advisor Mumbai 400 025
ICICI Company Executive

6. Sethumadhava Rao Ragothaman C-22, ICICI Apartments 100
S/o. K. Sethumadhava Rao P. Balu Marg (One Hundred)
Sd/- Prabhadevi
Deputy General Manager Mumbai 400 025
ICICI Company Executive

7. Kalpana Morparia A-13, Ocean Gold 100
W/o. Jaisingh Morparia Twin Tower Lane (One Hundred)
Sd/- Prabhadevi
Assistant General Manager Mumbai 400 025
ICICI Company Officer

Total number of shares taken 700
(Seven Hundred
Equity Shares)
- -------------------------------------------------------------------------------------------------------------------

Dated this 22nd day of December, 1993.