THE COMPANIES ORDINANCE, 1972

SCHEDULES

FIRST SCHEDULE

Part I.—Form of Memorandum of Association of a Company (other than a Proprietary Company)

(Section 4)

1.  The name of the company is "Modern Metallic Compounds Limited".

2.  The registered office of the company will be situate in Seychelles.

3.  The objects for which the company is established are : —

(A)  to purchase and carry on as a going concern the business of metallurgical engineers hitherto carried on by Victoria Metallic Compounds Limited at Victoria, Seychelles ;

(B)  to carry on the business of metallurgical engineers, manufacturers and processors of metallic alloys, manufacturers of metallic goods, dealers in and stockists of metals and metallic goods (including scrap metal), designers of metallic products and consultant metallurgists.

4.  The liability of the members of the company is limited.

5.  The share capital of the company consists of : —

(i) Fifty thousand preference shares with a nominal value of ten rupees each ; and

(ii) Ten thousand ordinary shares with a nominal value of one hundred rupees each. The nominal capital of the company is one million five hundred thousand rupees, consisting of five hundred thousand rupees nominal capital in respect of the said preference shares and one million rupees capital in respect of the said ordinary shares.

6.  The said preference shares shall each carry the right : —

(i) to a fixed cumulative preference dividend of one rupee per annum ;

(ii) to repayment of the capital paid up thereon and to payment of all accrued but unpaid preference dividend (whether declared or not) calculated to the date of repayment of capital in priority to any payment in respect of any other class of shares in the winding up of the company or on a reduction of capital; and

(iii) to an unrestricted vote at general meetings.

7.  The company will purchase the business of metallurgical engineers hitherto carried on by Victoria Metallic Compounds Limited at Victoria, Seychelles (which is valued at eight hundred thousand rupees) in consideration of the allotment to that company or its nominees of eight thousand ordinary shares of one hundred rupees each credited as fully paid.

We, the several persons whose names and addresses are subscribed are desirous of being formed into a company to be governed by this memorandum of association.

Number of shares to be taken by each subscriber

1.  Henry Pereira of Victoria, Seychelles,          500 preference shares and Engineer                                                    500 ordinary shares.

2.  John Pereira of Sans Souci, Mahe,      100 ordinary shares. Seychelles, Engineer

3.  Peter Pereira of La Misere, Mahe,       100 ordinary shares. Seychelles, Accountant

4.  Joshua Smith of Anse Boileau, Mahe,   100 preference shares. Seychelles, Landowner

5.  Henry da Silva of Glacis, Mahe,           100 preference shares. Seychelles, Landowner

6.  James Fourneaux of Bel Ombre,           100 preference shares. Mahe, Seychelles, Retired

7.  Albert Henry Wilson of Victoria.           100 preference shares. Seychelles, Bank Manager

Dated the                           day of                                19

Witness to the above signatures :

Isabelle Laforgue, Victoria, Seychelles, Secretary.