INTRODUCTION

Name of the company: Hill Song Dairy Ltd.

Executive Summary
Hill Song Dairy is all about the processing and supply of natural cow and buffalo milk with
high quality value to the customers. Additionally, the milk based products such as butter, curd,
ghee, kheer, flavored milk and other sweet products are included in the product portfolio. The
main objective of the company is to incorporate the advanced technology in order to improve
the quality of milk and milk products supplied in the country.

Mission-

Procure and process high quality milk and milk products in clean and hygienic conditions and
supply to consumers at reasonable price also to benefit and ensure welfare to the milk
producers by procurement at remunerative prices.

Vision:-

To be one of the most thriving and advanced modern dairy industry in the country.

Objectives:-

 To revolutionize the dairy sector by adopting innovation and leading processing technology
 To establish modern dairy Industry
 To expand the supply of the quality products throughout the country
 To ensure quality excellence and consumer satisfaction
 To ensure the growth and welfare of the milk producers by setting remunerative prices
 PROCEDURE

 First login to MCA Portal and then click on the MCA services which is listed under company
services click on SPICe+.
 Click on the new application in case of the fresh application.
 After clicking the existing application, the user can view application number along with
proposed/approved name.
 On clicking new application, SPICe+ Part A gets enabled which contains fields relating to
name reservation such as Type, Class, Category, Sub-Category, Main division of industrial
activity of the company along with description of main division and particulars of the
proposed or approved name.
 Click on Auto-check button to enable the first level automatic scrutiny of the proposed name
as per name rules.
 On successful Completion of Part A, user can click on submit for Name Reservation or
proceed for incorporation or cancel option.
 If opted for proceed for incorporation, part B gets enabled containing various sections with
“Save and Continue” button.
 Each section contains separate check form validation.
 Enter the basis details related to the proposed company Incorporation such as:-
 Company’s registered or correspondence address.
 Details of subscribers and directors
 Capital Structure of the company
 Information for application of PAN and TAN
 Upload all the mandatory and optional attachments in the web form.
 Click on check boxes to confirm all the declarations and click on pre-scrutiny button.
 Once pre-scrutiny gets successful, click on submit button.
 On successful submission user will get the confirmation message.
 User can now download the pdf of SPICe+ Part B for affixing the DSC, also all the linked
form as per the information filled in SPICe+ Part B gets enabled and available for the user to
fill and submit.
 Steps To Upload SPICe+

 After affixing DSC in SPICe+ Part B and all the linked forma as applicable, user can upload
e-form option and upload SPICe+ Part B along with all the linked forms.

 On successful uploading, SRN (Service Request Number) is generated for user to make
payment.

 On successful payment SRN status will be displayed as processing.

 Contents of Memorandum of Association:-

I. Name of the Company – The name of the company is Hill Song Dairy Ltd.
II. Registered Office Clause - The registered office of the company will be situated in
Baddi, Himachal Pradesh.

III. Object Clause: The objects for which company is established are as: see
ANNEXURE A

IV. Liability Clause - The company hereby, limits the liability of its shareholders is limited to
the amount of the unpaid share capital. The shareholders will only be liable for the unpaid
capital and their outstanding shares; they will not be responsible for other debts of the
company

V. Capital Clause - The Authorized Share Capital of the Company is Rs. 1, 00,000 (Rupees
One Lakh Only) divided into 10,000 (Rupees Ten Thousand) Equity shares of Rs. 10/-
(Rupees Ten Only) each aggregating to Rs. 1, 00,000 (Rupees One Lakh Only).
 ANNEXURE A

IV. FORMULATION OF OBJECTIVES OF COMPANY

The objective of company states the mission and vision with which the company is formed.
The objectives can be further divided into the following two subcategories that are Main
objectives and Incidental objectives:-

Main Objectives:

1. To carry on the business of manufacturers, producers and processors of and dealers in

milk, cream, butter ghee, cheese condensed milk, malted milk, milk powder, skimmed milk
powder, whole milk powder, ice-milk, ice-cream, milk foods, baby foods, infant foods,
invalid foods and milk products and milk preparations of all kinds.

2. To manufacture, produce, process, prepare, buy, sell and deal in cow and buffalo milk, milk
products and preparations, milk based foods including spray dried milk powder, cheese, curd
ice- cream, baby foods, protein foods and other preparations, flavored with vanilla and
chocolate beverages and other products and preparations of every kind, nature and
description.

3. To manufacture, produce, process, prepare, buy, sell and deal in all kinds of aerated,
artificial and mineral waters, drinks, fruit ice creams and preparations of all kinds, fruit juices,
sweet foods, protein foods, dietic products, instant foods and food stuffs and provisions of all
kinds.

4. To carry on the business of farming, agriculture and horticulture in all their respective
forms and branches and to grow, produce, manufacture, process, prepare, refine, extract,
manipulate, hydrolize, grind, bleach hydrogenate, buy, sell or otherwise deal in all kind of
agricultural, horticultural dairy and farm produce and products including food grains, cereals,
seeds, oilseeds, plants, flowers, vegetable fruits, vegetable and edible oils, meat, fish, eggs
and foods and food products and preparations of any nature or description whatsoever.
5. To carry on the business of preservation, dehydration, freeze-drying, freeze, drying, drying
canning, tinning, bottling and packing of all or any of the produces and products mentioned
above and foods stuffs, provisions and consumable materials of all kinds.

Incidental Objectives:

1. To employ any person, firm or company for the purpose of carrying out all or any of the
contracts from time to time entered by the Company upon such terms and conditions as
may be thought expedient.

2. To enter in to collaboration with any foreign firms for the purpose of carrying on any
business which this company is authorized to carry on.

3. To purchase or otherwise acquire and undertake all or any part of the business, property
and transactions and liabilities of any person, firm or corporation carrying on any business
which this Company is authorized to carry on or possessed of property suitable for the
purpose of this Company.

4. To pay all or any costs, charges and expenses preliminary and incidental to the promotion,
formation, establishment and registration of the Company and the issue of its capital and
any modification of its Memorandum or Articles of Association and of all applications to
courts on behalf of the Company and all legal charges incurred or to be incurred by the
Company.

5. To adopt such means of making known the business of the Company as may seem
expedient, and in particular by purchase and exhibition of works of art or interest, by
publication of books and periodical, and by granting prizes, rewards and donations.
SPICe MOA
 ARTICLE OF ASSOCIATION (AOA)
Winding Up:

Subject to the provisions of Chapter XX of the Act and rules made there under—

(i) If the company shall be wound up, the liquidator may, with the sanction of a special
resolution of the company and any other sanction required by the Act, divide amongst the
members, in specie or kind, the whole or any part of the assets of the company, whether
they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be carried
out as between the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the contributories if he considers necessary,
 but so that no member shall be compelled to accept any shares or other securities
whereon there is any liability.

Accounts and Audits:

 (i) The Board shall from time to time determine whether and to what extent and at what
times and places and under what conditions or regulations, the accounts and books of
the company, or any of them, shall be open to the inspection of members not being
directors.
(ii) No member (not being a director) shall have any right of inspecting any account or
book or document of the company except as conferred by law or authorized by the
Board or by the company in general meeting.
Dividends and Reserves:
The company in general meeting may declare dividends, but no dividend shall exceed the
amount recommended by the Board.  Subject to the provisions of section 123, the Board
may from time to time pay to the members such interim dividends as appear to it to be
justified by the profits of the company.
(i) The Board may, before recommending any dividend, set aside out of the profits of the
company such sums as it thinks fit as a reserve or reserves which shall, at the discretion
of the Board, be applicable for any purpose to which the profits of the company may be
properly applied, including provision for meeting contingencies or for equalizing
dividends; and pending such application, may, at the like discretion, either be employed
in the business of the company or be invested in such investments (other than shares of
the company) as the Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to
divide, without setting them aside as a reserve.

Share capital and variation of rights

II. 1. Subject to the provisions of the Act and these Articles, the shares in the 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 and at such time as they may from time
to time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall
be entitled to receive within two months after incorporation, in case of subscribers to the
memorandum or after allotment or within one month after the application for the
registration of transfer or transmission or within such other period as the conditions of
issue shall be provided,—
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of
twenty rupees for each certificate after the first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates
and the amount paid-up thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall
not be bound to issue more than one certificate, and delivery of a certificate for a share to
one of several joint holders shall be sufficient delivery to all such holders.

Lien
 (i) The company shall have a first and paramount lien—
(a) on every share (not being a fully paid share), for all monies (whether presently
payable or not) called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a
single person, for all monies presently payable by him or his estate to the
company: Provided that the Board of directors may at any time declare any share
to be wholly or in part exempt from the provisions of this clause. (ii) The
company’s lien, if any, on a share shall extend to all dividends payable and
bonuses declared from time to time in respect of such shares.
Transfer of shares
(i) The instrument of transfer of any share in the company shall be executed by or
on behalf of both the transferor and transferee.
(ii) The transfer or shall be deemed to remain a holder of the share until the name
of the transferee is entered in the register of members in respect thereof.
 The Board may, subject to the right of appeal conferred by section 58 decline to
register—
(a) the transfer of a share, not being a fully paid share, to a person of whom they
do not approve; or (b) any transfer of shares on which the company has a lien.
Transmission of shares
(i) On the death of a member, the survivor or survivors where the member was a
joint holder, and his nominee or nominees or legal representatives where hewas
a sole holder, shall be the only persons recognised by the company as having
any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from
any liability in respect of any share which had been jointly held by him with
other persons.
(i) Any person becoming entitled to a share in consequence of the death or
insolvency of a member may, upon such evidence being produced as may from
time to time properly be required by the Board and subject as hereinafter
provided, elect, either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could
have made.
Alteration of capital
The company may, from time to time, by ordinary resolution increase the share
capital by such sum, to be divided into shares of such amount, as may be
specified in the resolution.
Subject to the provisions of section 61, the company may, by ordinary resolution,
—
(a) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that
stock into fully paid-up shares of any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount
than is fixed by the memorandum;
 (d) cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person.

Capitalisation of profits
(i) The company in general meeting may, upon the recommendation of the Board,
(a) that it is desirable to capitalise any part of the amount for the time being
standing to the credit of any of the company’s reserve accounts, or to the credit of
the profit and loss account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified
in clause (ii) amongst the members who would have been entitled thereto, in
distributed by way of dividend and in the same proportions.
General meetings and proceeding
 All general meetings other than annual general meeting shall be called
extraordinary general meeting.
(i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
If at any time directors capable of acting who are sufficient in number to form a
quorum are not within India, any director or any two members of the company
may call an extraordinary general meeting in the same manner, as nearly as
possible, as that in which such a meeting may be called by the Board.
Voting rights and Proxy
 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
(b) on a poll, the voting rights of members shall be in proportion to his share in
the paid-up equity share capital of the company. A member may exercise his vote
at a meeting by electronic means in accordance with section 108 and shall vote
only once.
(i) In the case of joint holders, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names
 stand in the register of members.
Board of Directors
The number of the directors and the names of the first directors shall be
determined in writing by the subscribers of the memorandum or a majority of them.
(i) The remuneration of the directors shall, in so far as it consists of a monthly
payment, be deemed to accrue from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the
directors may be paid all travelling, hotel and other expenses properly incurred by
them—
(a) in attending and returning from meetings of the Board of Directors or any
committee thereof or general meetings of the company; or
(b) in connection with the business of the company.
The Board may pay all expenses incurred in getting up and registering the
company.

Key Managerial Personal

Subject to the provisions of the Act,—

(i) A chief executive officer, manager, company secretary or chief financial

officer may be appointed by the Board for such term, at such remuneration and
upon such conditions as it may thinks fit; and any chief executive officer,
manager, company secretary or chief financial officer so appointed may be
removed by means of a resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company
secretary or chief financial officer.
Calls on shares
(i) The Board may, from time to time, make calls upon the members in respect of
any monies unpaid on their shares (whether on account of the nominal value of the
shares or by way of premium) and not by the conditions of allotment thereof made
payable at fixed times: Provided that no call shall exceed one-fourth of the nominal
value of the share or be payable at less than one month from the date fixed for the
payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying
the time or times and place of payment, pay to the company, at the time or times
and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.