(THE COMPANIES ACT, 2013)

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF
BLISSFULBIHAR FARMERS PRODUCER COMPANY LIMITED

The regulations of the Company shall be those in Companies Act, 2013 (including any statutory
modifications or amendments from time to time) in so far as they are applicable to a private company
subject to the addition and modification hereinafter set forth.

I. PRELIMINARY
1. The Regulations Contained in Table “F” of the first Schedule to the Companies Act, 2013 or
any statutory modifications thereof shall apply to this Company as far as applicable to a
Producer Company except to the extent, the said regulations have been expressly altered,
varied and omitted in these Articles. These Articles and wherever required the said
regulations contained in Table “F” shall be the regulations for the management of the
company.
II.INTERPRETATION
2. In these presents, unless excluded by the subject or context, words or expressions defined
hereunder shall bear the meaning assigned to them as given below, words or expressions not
defined hereunder but which have been defined in the Companies Act, 2013 or any previous
law in force regulating the same or any statutory modifications thereof shall bear the meaning
assigned to such words or expressions in the said Act or any statutory modifications thereof.

a. “Active Member” means a member who fulfills the quantum and period of patronage
of this Producer Company as may be required by the articles.

b. “Chief Executive” means an individual appointed as such under sub-section (I) of

section 378W;

c. “inter-state co-operative society” means a multi-state co-operative society as defined

in clause (p) of section 3 of the multi-state Co-operative Societies Act, 2002 and
includes any co-operative Society registered under any other law for the time being
in force, which has subsequent to its formation, extended any of its objects to more
than one State by enlisting the participation of persons or by extending any of its
activities outside the State, whether directly or indirectly or through an institution of
which it is constituent;

d. “Limited return” means declared by members in annual general meetings not

exceeding 12% per annum on the patronage of each member.

e. “Member” means a person or producer institution (whether incorporated or not)

admitted as a member of a producer company and who possesses and retains the
qualification necessary for continuance as such.

f. “Mutual assistance principles” means the principles set out in sub-section (2) of
section 378G;

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g. “Officer” includes any director or Chief Executive or Secretary or any person in
accordance with whose directions or instructions part or whole of the business of the
Producer Company is carried on;

h. “Patronage” means the use of the services offered by the Producer Company to its
Members by participation in its business activities.

i. “Patronage Bonus” means payments made by this Producer Company out of its
surplus income to the Members in proportion to their respective patronage.

j. “Primary produce” means

k. “Producer” means any member of the company engaged in any activity connected
with or relatable to any primary produce;

l. “Producer Company” means a body corporate having objects or activities specified

in section 378B and registered as producer company under Companies Act, 2013;

m. ‘Producer Institution means a Producer Company or any other institution having only
producer or producers or producer company or producer companies as its member
whether incorporated or not having any of the objects referred to in section 378B and
which agrees to make use of the services of the Producer Companies as provided in
its articles;

n. ‘Withheld price” means part of the price due and payable for goods supplied by any
Member to the Producer Company; and as withheld by the Producer Company for
payment on a subsequent date.

o. “The Board or The Board of Directors” means, as the case may be the directors of
the company referred to collectively or a meeting of the directors duly called and
constituted or the directors, assembled at board or requisite number of Directors
entitled to pass a circular resolution in accordance with these articles.

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 p. “The Company” or “This Company” whenever used with reference to this Company
shall mean “BLISSFULBIHAR FARMERS PRODUCER COMPANY
LIMITED”.
q. “IN Writing or Written means printed or partly written or lithographed or cyclostyled
or typed written or other mode(s) of representing or reproducing words in a visible
form.
r. “Persistent Default” means frequent defaults by the same member, which in the
opinion of the Board of Directors of the Company is considered to be a “persistent
default”.
s. “Processing” means all kind of processing agricultural produce such as cleaning,
drying, processing, dealing, buying, importing, exporting, storing, preserving and
packaging of goods.
t. “Special Rights” means any rights relating to supply of additional produce by an
active Member or any other right relating to his produce which may be conferred
upon him by Board.
u. “The Office” means the Registered Office for the time being of the Company.
v. “Withheld” price means part of the price or charges due and payable by the company
to any member for goods supplied/services rendered by him which has been declared
as withheld for the payment on a subsequent date.

Words importing the singular shall include, unless repugnant to the context the plural
number and vice versa. Words importing the masculine gender shall include the feminine
gender.

III PRIVATE COIMPANY

3. The Company is a body corporate as if it is a private limited company, within the meaning of
Companies Act 2013 and wherever applicable Section 378C(5) without, however any limit to the
maximum number of its members, and the company shall not, under any circumstances, whatsoever,
become or be deemed to become a public limited company under the Companies Act, 2013.

4. The Company should have a minimum paid up share capital as may be prescribed by the Act
and which by its article

a. Restricts the rights to transfer its shares except as stated under sub section (2) to (4) of
section 378D of the Act.
Provided that where two or more persons hold one or more shares in a company jointly,
they shall, for the purposes of this clause, be treated as a single member.

b. Prohibits any invitation to the public to subscribe for any securities of the company.

IV. CAPITAL

5. The Authorized Share Capital of the Company is Rs. 10,00,000/- (Rupees Ten Lakh only)
divided in to 1,00,000 (One Lakh) equity shares of Rs.10/- each (Rupees Ten Only)

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 V. MUTUAL ASSITANCE PRINCIPLES

6. Pursuant to Section 378G (2) of the Act, the company shall follow the following mutual assistance
principles.

a. The membership in the company is voluntary. The membership is available, to all

eligible persons who can participate or avail the facilities or services of the company and
who are willing to accept the duties of membership.

b. Each Member shall, save as otherwise provided in Section 378D (1) (a) of the Act, have
only a single vote irrespective of his share holding.

c. The affairs of the company will be under the administration of the board of directors of
the company consisting of persons elected or appointed as directors in the manner stated
hereunder and the Board is accountable to the Member.

d. Subject to the provisions of these presents and Section 378E (2) of the Act, there shall
be limited return on Share Capital.

V. MEMBERSHIP

7. In order to become a member, an eligible person or institution has to make an application to the
company furnishing necessary 6-particulars and on payment of such administrative fee as may be
prescribed by the Board of Directors.

8. As part of the application, the person applying for membership should decree that he will not
apply for membership of any other company or society engaged in any similar activities without
first obtaining the written consent of the Board of Directors.

9. The Board of Directors has the power, in its absolute discretion to reject the application of a
person for membership of the company.

10. If the Board of Directors were to reject the application of any person for becoming a member,
reasons thereof shall be communicated to such person within 60 days of his making the application.

11. In order to be eligible to be a member of the company, the following conditions have to be
satisfied.
a. Individuals, firms, association, companies and other bodies corporate who are
producers as defined in section 378A(l) of the Act and / or Producer Institutions as defined in
Section 378A (m) of the Act are entitled to the membership of the company. In other words, a
member could also be an institution such as a cooperative society engaged in similar primary
producer activities.

b. Any person or producer institution (whether incorporate or not) be admitted as a member

of the company and who retains the qualification necessary for continuance as such.
c. Where a Member is an individual he or she should be of at least 18 years in age

d. The individual or institution should acquire at least one share each of the company.

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 e. All farmers are also eligible to membership.

f. Those who process the produce of members or those who are engaged in an activity
that would enhance the value of the produce of member or those who till the soil could
also be members.

12. The following are the disqualification for being a member of the company

a. A person who is insolvent or minor or otherwise incapable of entering into a valid

contract cannot be a member.

b. A person who is defaulter of any dues to a bank or financial institution, in whose case
the guarantee, if any provided by the company is invoked by the bank or financial
institution.

c. A person who has been convicted of any offence declared by any law for the time being
in force as a criminal offence.

d. Any person, who has any business interest, which is in conflict with the business of the
company

e. Any person who ceases to be primary producer or producer institution cannot continue
as a member of the company

f. Any person who has been removed from his membership in accordance with these
presents shall not be eligible to make any fresh application for being considered by the
Board of Directors for admission as a member of the company for minimum period of 3
(three) years from the date of such removal.

g. Any member who persistently defaults in returning the goods taken by him from the
company for carrying out any processing or value addition

h. Any member who persistently defaults in rendering or selling in accounts.

13. Where a member becomes disqualified, the shares held by the said member shall be deemed to
have been surrendered by the said member and the board shall have the absolute power to
dispose of the same as stated in the Article22.

14. Save as herein otherwise provide, the Company shall be entitled to treat the person whose name
appears on the Register of Members as the holder of any share, and as the absolute owner thereof
and shall not (except as ordered by a court of competent jurisdiction or as by law required) be under
any obligation to recognize any benami, trust, other equitable or contingent or claim to or to any
interest in any share or any part thereof of any person other than the person whose name is borne
by the said Register whether or not the company shall have express or constructive notice thereof.

15. Shares may be registered in the name of any person, joint holders, Hindu undivided Family,
Multi State or Inter State Co operative Societies, registered under Multi State co operative Societies

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Registration Act, and / or any limited company or body corporate, provided that they are producers
or producer institutions within the meaning of the Act.

VI. CONDITION FOR REMOVAL OF MEMBER

16. If any member acquires business interest which is in conflict with that of the company, the
membership of such a member could be removed on the strength of Section 378G (c) of the Act
and such removable shall require a special resolution of the members of the company duly passed
in a general meeting of the company.

VII. NOMINATION FACILITY FOR MEMBERS

17. Any individual whose name is entered in the relevant register as member of the Company shall
within three months of his becoming the member in the company, nominate another person, to
whom the shares or debenture held by him shall vest on his death, as stated in Section 378 ZDof the
Act.

18. Such nomination may be revoked at any time and the member may make fresh nomination if
he so desires.

19. The nomination must be made in accordance with the Provisions of the Act.

20. On the death of the member, his nominee shall be entitled to all the rights in the shares and the
Board shall record the transfer of the shares to the nominee.

21. Where the nominee of a member is not a producer, the Board shall in accordance with Section
378ZD of the Act, direct the surrender of shares of the said member together with special rights, if
any at par value or such other value as may be determined by the Board.

VIII. SURRENDER OF SHARES

22. Where the Board is satisfied that any member has ceased to be a primary producer or any
member has failed to retain his qualification to be a member as specified in these presents, the
Board shall direct the surrender of shares of the said member together with special rights, if any at
par value or such other value as may be determined by the Board after serving upon such member
a written notice to give him an opportunity of being heard.

IX. ACTIVE MEMBERS AND RIGHTS AND RESTRICTIONS RELATING TO THEM

23. Active members are those who contribute to not less than 5% of the total annualized
turnover of the company and the Board of Directors has the power to stipulate such other
conditions as it may deem fit.

24. Subject to section 378E of the Act, the company may issue instruments to active members, in
respect of Special rights. Such instruments are transferable to any other active members of the
company only after obtaining approval of the Board in that behalf.

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25. The Board may decide, from time to time, granting additional rights and privileges to active
members.

26. The Board of Directors has the power to restrict the voting rights of active members exercisable
by those members in respect of any specified item of business in any general meeting. No such
restriction shall be imposed upon the active members, unless prior notice thereof is given to them
at least 60 days in advance by affixing a communication generally addressed to them in the notice
board. Provided however that such power shall not be invoked unless the voting rights of active
members would prejudicially after the mutual assistance principles of the Company.

X. PATRONAGE AND VOTING RIGHTS.

27. The Board shall ascertain the patronage of a member depending on the basis of his participation
in its business activities.

28. The voting rights of each member, as per Section 378 D of the Act, irrespective of whether an
individual or an institution, shall be computed on the basis of single vote for every member.

XI. PATRONAGE BONUS

29. The surplus, if any, remaining after making provision for payment of limited return and reserves
referred in Section 378ZI, may be disbursed as patronage bonus in proportion to their participation
in the business of the company, either in cash or by way of allotment of equity shares or both / The
board shall, from time to time determine the manner of distribution of patronage bonus.

XII. GENERAL BENEFITS OF MEMBERSHIP

30. Members are entitled to enjoy the following benefits.

a. Value of produce supplied - every member of a company shall initially receive only such
value of the produce or products pooled and supplied by the members, as the board may
determine.

Withheld price – The withheld price may be disbursed to the member in cash or in kind or by way
of allotment of equity shares in proportion to the produce supplied during the financial year to
such extent as the board may from time to time decide and shall be paid not later than the next
financial year

b. Limited Return – Members may, at, every annual general declare, by means of a
resolution duly passed at the meeting in accordance with Section 378S of the Act, a
limited return on the capital contributed by them. Provided the rate of return shall not
exceed the rate fixed in this articles.

c. Capitalizing of the General Reserve- Such bonus shares shall be in proportion to the equity
shares as provided in Section 378Z of the Act. Such power shall be exercised by the Board
of Directors with the approval of the members in General Meeting in accordance with
Section 378 S of the Act. d. Bonus Shares – The Board may recommend issue of bo nus s hares by way of

XIII. STATURTORY RIGHTS OF MEMBERS

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31. Right to seek information.

a. As per Section 378G (3) (l) of the Act, every member is entitled and has the right to
obtain information relating to general business of the Company.

b. As per Section 378W (5)(f), all the Members should be furnished with periodic
information to appraise them of the operation and function of the Company.

32. As per Section 378G (3) (f) of the Act, the Board of Directors shall, on the requisition made in
writing, duly signed and setting out the matters for the consideration made by one – third of the
members entitled to vote in any general meeting proceed to call an extra ordinary general meeting
in accordance with the provisions contained in Section 169 of this Act.

XIV. RIGHTS TO INSPECT STATUTORY REGISTERS

33.The members have right to inspect the various registers maintained by the company subject to
the conditions prescribed by the Act during the business hours but subject to such reasonable
restrictions as the company in general meeting may impose not less than two hours in each day are
allowed for inspection.

XV. LOANS AND CREDIT FACILITIES TO MEMBERS

34. The Board may from time to time grant credit, loans or advance to a member and determine the
condition and the security for the grant of the same with the approval of majority of the directors
present in the Board Meeting to any members of the company as mentioned here under

a. Credit facility in connection with the business of the company for a period not
exceeding six months

b. Loans and advance, repayable within a period exceeding 3 months but not
exceeding 7 years from the date of disbursement of such loan or advances.

c. Any loan or advance to any director or his relative shall be granted only after the
approval of members expressed by means of a resolution duly passed in a general
meeting.

d. Any loan or advance only in connection with the business activities of the company to
any member

e. The quantum of such loan or advance shall not exceed at time 25% of the aggregate
value of the patronage of such member.

f. Such loan shall be liable to be deducted on such terms and with such interest as the
board may determine from time to time.

XVI. EXCLUSIVE POWERS OF MEMBERS

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35. The members of a Producer Company have the following exclusive powers as per Section 378S
of the Act and they shall determine them or account approval by means of a resolution passed in a
general meeting

a. Approval of Budget and adoption of annual accounts of the Producer Company.

b. Approval of patronage bonus

c. Issue of bonus shares

d. Declaration of limited return

e. Decision on the distribution of patronage

f. Specifying the conditions and limits of loans that may be given by the Board
of Directors.

XVII. NOTICE OF GENERAL MEETING

36. Section 102 of the Companies Act, 2013 relating to the time length of notice convening the
meeting shall not apply to the Company in as much as any meeting of the company may be convened
by giving only 14 days notice. Any general meeting may be called after giving shorter notice if all
members consent to the same.

37. Any accidental omission to give notice to or the non receipt of notice by any members or other
person to whom it should be given shall not invalidate the proceedings at the meeting.

38. The notice calling the annual general meeting shall be accompanied by the following documents,
namely:-

a. The agenda of the annual general meeting

b. The minutes of the previous annual general meeting or the extraordinary general meeting

c. The names of candidates for election, if any, to the office of director including a statement
of qualification in respect of each candidate

d. The audited balance sheet and profit and loss accounts of the producer company and its
subsidiary, if any, together with a report of the board of directors of such company with
respect to –

(i). The state of affairs of the producer company

(ii). The amount proposed to be carried to reserve

(iii). The amount to be paid as limited return on share capital

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 (iv). The amount proposed to be disbursed as patronage bonus

(v). The material changes and commitments, if any, affecting the financial position of the
producer company and its subsidiary, which have occurred in between the date of the annual
accounts of the producer company to which the balance – sheet relates and the date of the
report of the board

(vi). Any other matter of importance relating to energy conservation, environmental

protection, expenditure or earnings in foreign exchanges

(vii). Any other matter which is required to be, or may be, specified by the board

e. The text of the draft resolution for appointment of auditors

f. The text of any draft resolution proposing amendment to the memorandum or articles to be
considered at the general meeting, along with the recommendations of the board.

XVIII. QUORUM, PROXIES AND PROCEDURE FOR VOTING IN GENERAL MEETING

39. One – Fourth of the total membership of the Company shall be the quorum for a General Meeting
and no business shall be transacted at any General Meeting unless the requisite quorum is present
at the commencement of the meeting.

40. A member of the company is entitled to appoint a proxy to attend and vote instead of himself
and such proxy should also be a member of the company.

41. At any general meeting, a resolution put to the vote of the meeting is decided by show of hands
or by a poll.

42. The decisions arrived at any meeting of the members shall be by a majority of votes.

43. In case of an equality of votes, whether on a show of hands or on a poll, the chairman of the
meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled
to a second or casting vote.

XIX. LAYING OF THE MEMORANDUM AND ARTICLES

44. The memorandum and articles of association of the company shall be laid before its 1st Annual
General Meeting.

45.Subject to section 378ZA of the Act, the company shall, in addition to other meetings, hold a
General Meetings which shall be styled as Annual General Meeting as has been specified in the
Act, provided that the first Annual General Meeting shall be held within 90 days from the date of
its incorporation.
XX. SERVICE OF NOTICES UPON MEMBERS

46. Every member shall leave in writing at the Registered Office of the company, his address in
India and also intimate to the company any change therein from time to time. Such address for all
purposes shall be deemed to be his registered address.
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47. Notice to members of the company shall be served in the manner prescribed in theses Presents.

48. Any notice to be given by the Company shall be signed by a director or by such officer as may
be authorized by the board in that behalf and thereto may be written, printed, lithographed or
stamped.

49.Subject to the provisions of the Act, any notice or document delivered or sent by post to or left
at the registered address of any member shall, notwithstanding the fact that such members be then
deceased and whether or nor the company has notice of his death, be deemed to have been duly
served on such member in respect of shares of any member whether held solely or jointly with other
persons by such member, service of notice on the first named person as per the Register of Members
shall, for all purposes of these presents, be deemed to be a sufficient service. In case of a member
who has deceased, service of such notice or document on his heirs, executors or administrators and
all persons, if any jointly interested with him in any such shares.

50. Every person who, by operation of law, by transfer or other means whatsoever, shall become
entitled to any share shall be bound by every notice in respect of such shares, Which previously to
his name and address being entered in the Register, shall have been duly given to the person from
whom he derives his title to such shares.

XXI. SERVICE OF NOTICE UPON THE COMPANY

51. Notices to be given to the company shall be delivered at, or sent by Registered post to, the
registered office of the company.

XXII. RESTRICTIONS ON TRANSFER OF SHARES

52. As per Section 378 of the Act, shares in the company are not transferable except as given below:

a. Transfer of shares shall require the previous approval of the Board of Directors.

b. No shares could be transferred to any person, other than an active member of the
Company.

53. If the selling members is not able to find, on his/her own, another active member to Purchase
his/her shares, he/she shall give notice to the Board of his/her intention to Sell his/her shares and
shall also state the number of shares he/she intends to sell.

54.Within 30(thirty) days after the receipt of such a notice, the board shall arrange for determination
of the fair value of the shares of the company with the help of either an expert who carries on
valuation of shares as one of his areas of professional practice or the statutory auditor of the
company.

55. The fair value so fixed by the expert or the auditors of the company shall be binding, final and
conclusive.

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56. Within 7(seven) days after the receipt of the report of the expert or the auditor fixing the fair
value of the shares, the Board shall give notice to all the active members by a circular in writing,
containing all particulars and inviting the active members to communicate to the board within 14
(fourteen) days, their willingness to buy any share or shares at such fair value. A copy of the circular
shall also be delivered forthwith to the selling member also.

57.Active members who are willing to buy all or some of the shares so offered shall deposit with
the company, within the said period of 14 (fourteen) days, a sum equivalent to the fair value of the
shares they are willing to buy. Any Communication received by the Board without the deposit as
aforesaid shall not be Valid.

58. If more than one active member is willing to purchase the shares, the shares shall be divided
among the proposing purchasers in the same proportion in which they had expressed their
willingness to buy. The decision of the Board shall be final in this regard.

59.On receipt of a confirmation from the Board as to whom how many shares have to be transferred,
the member who expressed his/her desire to sell , shall enable transfer of such shares to such persons
as identified by the board, if the selling member refuses to sign necessary instruments of transfer
within fourteen days from the date of receipt of said confirmation, the Board shall effect the transfer
by authorizing a person to sign necessary instruments of transfer and shall cause the name or names
of purchaser to be entered in the Register of members as holders of those shares and shall hold the
purchase money on trust for the selling member.

60. When any shares, under the power in that behalf in these Article, are sold by the Directors and
the Certificate thereof have not been delivered to the Company by the former holder of the said
shares, the Directors may issue a new certificate for such shares distinguishing it in such manner as
they may think fit for the certificate not so delivered up.

61. The receipt by the Company of the Purchase money shall be a good discharge to the purchase
and after his/her name has been entered in the Register of Members in exercise of the aforesaid
powers, the validity of the proceedings shall not be questioned by any person.

62. If no active member has expressed his willingness to purchase the shares within the time limit
down herein above, the board shall within seven days after the expiry of such time limit intimate
the selling member and may thereafter proceed accordingly.

XXIII. GENERAL PROVISIONS FOR TRANSFER AND TRANSMISSION OF SHARES

63.No transfer of shares shall be effected unless an instrument of transfer in the prescribed form,
duly stamped and executed by the transferor and transferee and accompanied by the relevant
certificate of shares or such other evidence as required by the board in this respect is delivered at
registered office of the company.

64. No transfer of shares shall be affected, if it would violated the statutory and other restrictions
relating to transfer of shares.

65. No fee shall be changed for transfer of shares. But the board may require the selling member to
reimburse the company of the expenses incurred by the company in assisting the member in selling
his shares, whether the action taken by the Board results in the sale of shares offered by such

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member or not.

66. The executors or administrators of a deceased member (not being one of several joint holders)
shall be the only persons recognized by the company as having any title to the shares registered in
the name of such member. In case of death of any one or more of the joint holders of any shares,
the survivor shall be the only persons recognized as registered holders of such shares.

67. Any person becoming entitled to any shares, due to death or bankruptcy of any member, upon
producing necessary evidence to prove his such entitlement and upon providing such information
as may be required by the board, may with the consent of the Board (which it shall not under any
obligation to give) be registered as a member in respect of such shares or may subject to the
application articles governing the qualifications for being a member or transfer such to any other
person.

XXIV. ALLOTMENT OF SHARES FOR CONSIDERATION OTHERWISE THAN CASH

68. The Board shall, in every financial year, if thought fit, as per section 378G of the Act, determine
the basis and manner of allotment of shares to members in lieu of the whole or part of sale proceeds
due to members or value of produce or products supplied by them.

XXV. SET OFF MONEY DUE

69. Any money that may be due from the members to the company arising out of the default on the
part of the members to return to the company of the goods supplied to the member for future
processing or for carrying out any job or value addition shall be recoverable from the member as if
the value of such goods constitute a debt to the company from the member, in such case , members
do not have any power to sell such goods, transfer or create any charge or lien and they are properties
of the company

70.Any due from the company to a member may, without consent of such shares holders can be
applied by the company in or towards payment of any money due from him either alone or jointly
with any other person to the company in respect of calls payments

XXVI. CERTIFICATES

71.Every person whose name is entered as member in the register of members shall be entitled to
receive within three months after allotment or within two months on the application for registration
of transfer one or more certificates for all his shares without payments.

72. Every certificate shall be issued under the common seal of the company and it shall specify the
names(s) of the person(s) in whose favor the certificate is issued, the shares to which it relates and
the amount paid thereon.

73. Every certificate of shares shall be signed by any five directors or persons acting or the secretary
or some other person authorized by the board for the purpose, as an authorized signatory.

74.If any certificate is worn out or defaced, mutilated or torn or lost or destroyed or if there is no
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future space for endorsement of transfer, then a fresh certificate may be issued by the company

a. On the holder surrendering the worn out or defaced or used up certificate(s) for
cancellation or on

b. Such terms as to indemnity as the Board may deem fit and on payment of out of
pocket expenses incurred by the company in investigating evidence as the Board
may think fit, in case lost or destroyed.

75. Any new certificate so issued shall be marked as such.

76. Any person who is registered holder of the share signing in possession one or more
share certificates may apply to the company for the issue of one or more fresh certificates by
consolidation or in such separate lots as he may desire in lieu of the original certificates and the
company shall issue such certificates on the said person surrendering to the company the original
certificates for cancellation. The certificates so issued shall be delivered to the person who
surrendered the original certificate(s) or to his order. Certificates so issued may be distinguished by
the directors in such manner, as they may deem proper.

77. When two or more persons are registered as the holders of any shares, they shall be deemed to
hold such shares as joint tenants with the benefit of survivorship, subject to the following provisions.

a. The company shall not be bound to register more than three persons as the holders
of ant shares.

b. The joint holders of a share shall be liable severally as well as jointly in respect
of all payments, which ought to be made in respect of such shares.

c. On the death of any one of such joint holders in the survivor(s) shall be the only
person(s) recognized by the company as having any life to such shares, but the
directors may require such evidence of death as they may deem fit.

d. Any one of such joint holders may give receipt for the whole of any dividend
payable to such joint holders.

e. Only the person whose name stands first in the Register as one of the joint holders
of any shares shall be entitled to delivery of the certificates relating to such shares
or to receive notice from the company and any notice given to such person shall
be deemed as notice to all the joint holders

XXVII. LIEN ON SHARES

78. The company shall have a first and paramount lien upon all the shares registered in the name of
each member (whether society or jointly with other) and upon the proceeds of sale thereon for his
debts, liabilities and engagements solely or jointly with any other person to or with the company
whether the period for the payment fulfillment of discharge thereof shall have actually arrived or
not such lien shall extend to all dividends from time to time declared in respect of such shares. The
Board may however, at any time declare any share to be wholly or partly exempt from the provisions
of these articles.
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79. The company may sell, in such manner as the directors may think fit, any shares on which the
company has a lien, but no sale shall made unless some sum in respect of which the lien exists is
presently payable, nor until the expiration of fourteen days after a notice in writing starting and
demanding payment of such part of the registered older for the time being of the shares, or the
persons entitled by reason of his death or insolvency to the share.

80. The proceeds of the sale , shall be applied in payment of such part of amount in respect of which
the lien exists as is presently payable and residue shall be paid to the person entitled to the shares
at the date of safe. The purchase shall be registered as the holder of the shares and he shall not be
bound to see to the application of the purchase money, not shall his title to the shares be affected by
any irregularity or invalidity in the proceeding in reference to the sale.

XXVIII. CALLS ON SHARES

81. The Board may from time to time make such calls upon the members in respect of all money
unpaid on their shares. A call shall be deemed to have been made at the time when the resolution of
the directors authorizing such call was passed.

82. The Company can accept from any members the whole or a part of the amount remaining unpaid
on any shares held by him, although no part of that amount has been called up.

83. The member shall not however be entitled, to any voting rights in respect of the moneys so paid
by his until the same would, but for such payment, become presently payable.

XIX. FORFEITURE OF SHARES

84. If a member fails to pay any call or installment of call on the day appointed for the payment
thereof, the Board may, at any time thereafter during such time as any part of such call or installment
remains unpaid, serve a notice on him requiring payment for so much of the call or installments
unpaid together with any interest which may have accrued. The Board may accept in the name of
and for the benefit of the company and upon such terms and conditions as may be agreed the
surrender of any shares liable to forfeiture and insofar as the law permits any other shares.

85. The notice shall mention further day (not earlier than the expiration of fourteen days from the
date of the notice) on or before which the payment required by the notice is to be made and shall
state that in the event of nonpayment at or before the time appointed the shares in respect of which
the call was made will be liable to the forfeited.

86. If the requirements of any such notices as aforementioned are not complied with, any share in
respect of which the notice has been given may, at any time thereafter, before the payment required
by the notice has been made, be forfeited by the resolution of the Board to that effect. Such forfeiture
shall include all dividends declared in respect of the forfeited shares and not actually paid before
forfeiture.

87. A forfeited or surrendered share may be sold or otherwise disposed of on such terms and in such
manner as the Board may think fit and at any time before a sale or disposition, the forfeiture may
be cancelled on such terms as the Board may think fit.
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88. A person whose shares have been forfeited shall cease to be a member in respect of forfeited
shares but shall, notwithstanding, remain liable to pay the company all moneys which at the date of
forfeiture were presently payable by him to the company in respect of shares, but his liability shall
cease if and when the company receives payment in full of the nominal amount of shares.

89.A duly verified declaration in writing that the declarant is a director of the company and that
share in the company and that share in the company has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated against all persons, claiming to
be entitled to the shares and that declaration and the receipts of the company for consideration, if
any, given for the share on the sale or disposal thereof, shall constitute a goods title to the share and
the person to whom the share is sold or disposed of shall be registered as the holder of the share and
he shall not be bound to see to the application of the purchase money (if any) nor shall his title to
the shares be affected by any irregularity or invalidity in the proceedings in reference to the
forfeiture for sale of disposal of he share.
90. The provisions of these presents as to forfeiture shall apply in the case of nonpayment of any
sum which by the terms of issue of a share become payable at a fixed time whether on account of
the shares or by way of premium or otherwise as if the same had been payable by virtue of a call
duly made and notified.

XXX. BUY BACK OF SHARES AND SECURITIES

91. The company may purchase its own shares/securities at any time on such terms and conditions
and in such manner and up to such limit as may be prescribed by the Companies Act, and all
relevant Rules and Regulations as may be in the force from time to time.

XXXI. CLOSURE OF BOOKS

92. Subject to the provisions of the Act, the Register of members and the Register of Share
Transfers, if any, may be closed during such time as the Board thinks fit.

XXXII. ALTERATION OF CAPITAL

93. The Company may in General Meeting from time to time after the conditions of its
Memorandum in respect of the capital as follows.

a. Increase its share capital by such amounts as it thinks expedient by issuing new shares
.
b. Consolidate or divide all or any of its shares capital into shares of larger amount than
its existing shares.

c. Convert all or any of its fully paid up shares into stock and or reconvert that stock into
fully paid up shares of any denomination.

d. Sub divided its shares or any of them into shares of smaller amount that fixed by the
memorandum of association (Subject nevertheless to the provisions of Act) with such
preferred or other special rights or such restrictions as the members by resolution
decide.

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 e. Cancel any shares which at the date of passing of the resolution, have not been taken
or agreed to be taken by any person and diminish the amount of its capital by the amount
of its shares so cancelled.

f. Reduce its share capital or any capital redemption reserve account or any share
premium accounts as authorized by law.

94. The power conferred by these Articles may be exercised by ordinary resolution except in the
case of reduction as per sub clause (f) when the exercise of the power in that behalf shall be by
special resolution subject to confirmation by court.

95. Except so far as otherwise provided by the conditions of issue or by these presents any capital
raised by the creation of further shares shall be considered part of original capital and shall be
subject to the provisions herein contained with reference to transfer and transmission, surrender,
voting or otherwise.

XXXIII. BOARD OF DIRECTORS

96. The company shall have not less than five and not more than 15 directors.

97. It is not necessary to hold any share in the company in order to be eligible for holding the office
of a director of the company.

98. The first directors of the company shall be

a. Anil Kumar
b. Mithilesh Kumar
c. Vijendra Kumar Varma
d. Satendra Paswan
e. Mridula Devi

99. In pursuance of section 378P of the Act, an election of directors should be conducted within
90 Days of registration of the company. Therefore, the above directors can hold office only until
the directors are elected in accordance with the provisions of Section 378P of the Act.

100. No person can be appointed a director of the company for any period less than one year
thought he may vacate office due to his resignation or removal or incapacity or due operation of
law. A person can hold directorship only for a maximum period of five years.

101. Directors of the company who retires in accordance with the articles shall eligible for
reappointment.

102. The Directors of the Board shall be elected or appointed by the members in the annual general
meeting.

103. The following are the qualification for the appointment of directors

a. He should be an individual.

b. He should be of sound mind.

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 c. He should be of solvent.

d. He should not been adjudicated as an insolvent and his application is pending.

e. He should not have been convicted by a court of any office involving, moral turpitude
and sentenced in respect of imprisonment for not less than six months, and a period of five
years has not elapsed from the date of expiry of the sentence.

f. He should have paid all calls in respect of shares held by him, whether alone or jointly
with others, and six months have elapsed from the last day fixed for the payment of the call.
g. He should not have been disqualified by the order passed by a court in pursuance of
Section 203 of the Act and be appointed if leave of the court has been obtained for his
appointment in pursuant of the said section.

104. The Board shall not appoint a person as a director, who was already a director and who has
been previously removed by the company in general meeting.

105. The Board shall not appoint any person as director who has been removed from
membership for any reasons whatsoever.

XXXIV. PROCEEDINGS OF DIRECTORS

106. The directors may meet together as a Board for the dispatch of business from time to time, and
so meet at least once, in every three calendar months and at least four such meetings shall be held
in every year and they may adjourn or otherwise regulate their meetings as they think fit.

107. The Chief Execute of The Company or his absence, any director may at any time convene a
meeting of the Board or committee of the board by giving a notice in writing at least 7 days before
the meeting to every director for the time being in India and at his usual address in India to every
other director.

108. The chairman of the Board of directors may at his discretion, on request by way director shall,
call emergency meetings of the Board or of a Committee of the Board at a shorter notice with the
consent of a majority of directors and the reasons for convening a meeting with short notice shall
be recorded in writing.

109. The quorum for the meetings of the Board of Directors of the company shall be one third of
its total strength (any traction contained in that one third being rounded off as one) or there
whichever is higher.

110. A meeting of the Directors for the time being at which a quorum be present shall be competent
to exercise all or any of the authorities, powers and discretions which by or under the Act or under
the Articles of the Company for the time being are vested in or exercisable by the Board generally.

111. If a meeting of the Board of Directors could be held for want of quorum then the meeting shall
automatically stand adjourned till the same day in the next week, at the same time and place, or if
that day is public holiday till that next succeeding day which is not a public holiday at time same
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time and place and for which notice shall be given to all directors for the time being in India.

112. The decisions arrived at any meeting of the Board shall be by a majority of voted in case of
an equality of votes. The chairman will have a casting vote.

113. The Continuing directors may cat notwithstanding any vacancy in the Board, but if and so long
as their number a reduced below the quorum fixed by the Act for a meeting of the Board, The
continuing directors or director may act for the purpose of increasing the number of directors to that
fixed for the quorum or of summoning a general meeting of the company, but for no other purpose.

114. The meetings and proceedings of any committee or committees appointed shall be governed
by provisions herein contained for regulating the meetings and proceedings of the directors, so far
as the same are applicable thereto and are not superseded by any regulations made by the Directors
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XXXV. POWERS AND DUTIES OF BOARD OF DIRECTORS

115. The entire business of the company shall be managed by the Board of Directors and the Board
shall exercise all such powers and do as such acts and things which the company is authorized to
exercise as per the Act or any other Act or the Memorandum and Articles of Association of the
Company or otherwise in furtherance of the objects of the company. Provided further that in
exercising any such powers or doing any such act, or thing he board shall subject to the provisions
contained in the Memorandum and Articles of Association and the Regulations, if any, made by the
Company in General Meetings, act in the interest of the company. 116. The general control,
supervision, conduct and management of the company shall be exercised by the Board of Directors
or the Company. The Board shall, in addition to the powers conferred by the Act or by these presets,
do all such acts, deeds, matters and things, exercise all such powers and authorities give all such
aforesaid or otherwise for the purpose or as are necessary, incidental or conducive to the attainment
of all or any of the objects of the company of the company and to enter into all such negotiations
and contacts and execute, perform and do or rescind and vary such negotiations and contracts and
sanction and authorize all such acts, deeds, matters, and things in the name and for and on behalf
and on account of the company as it may consider expedient or deem necessary for the purpose of
the company.

117. Without prejudice to the generally of the said powers, such powers may include all or any of
the following matters, namely.

a. Determination of the dividend payable.

b. Determination of the quantum of withheld price.
c. Recommendation of patronage to the approved of general meetings.
d. Admission of new members.
e. Pursuing and formulating organizational policy, objectives, establishment of specific
long term and annual objectives.
f. Approval of corporate strategies and financial plans.
g. Appointment of a Chief Executive and such other officers of the Producer company,
as may be specified in the articles.
h. Exercising superintendence, direction and control over chief executive and other
officers appointed by it.

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 i. Maintenance of proper books of accounts.
j. Preparation of annual accounts to be placed before the annual general meetings with
the auditors’ report and replies on qualifications if any made by the auditors.
k. Acquisition or disposal of property of the producer company in its ordinary course of
business.
l. Investment of funds of the Producer Company in the ordinary course of its business.
m. Sanction of any loan or advance, in connection with the business activities of the
Producer Company to any member, not being a director or his relatives.
n. Take such other measure or do such other acts as may be required in the discharge of
its functions or exercise of its powers.

118. Board shall exercise all its powers, whether general or special only by means of resolution
passed at its meeting on behalf of the Producer Company.

119. No regulations made by the company in General Meetings shall invalidate any prior act or
the Board which would have been valid, if that regulation has not been made.

120. The Board may delegate its power to committee of directors to assist the Board in the
efficient discharge of its functions in the manner specified in Section 378U of the Act.

XXXVI. FEES, EXPENSES AND REMUNERATON OF DICRECTORS

121. The Directors including co opted directors for the time being of the company shall be paid a
sitting fee of such sum as the company in general meetings may resolve for attending meetings of
the Board or of any committee of the board and for reimbursement of all traveling, hotel and other
expenses properly incurred by them of the purpose of attending and returning from such meetings
of the Board or of any committee of the Board.

122. Subject to the provisions of the Act, remuneration which may be way of salary, bonus,
commission, share in profits or otherwise allowance in the nature of house rent allowance, car
allowances and entertainment allowances or any other allowance as business warrants, shall be paid
to one or more of the directors in consideration of the services rendered by them, devoting their
time and attending to business of the company, in general or for performing extra service as an
expert or otherwise such remuneration shall be fixed by the board of the directors.

XXXVII. CONTRACTS WITH DIRECTORS

123. No director shall be disqualified by his office from contracting with the Company either as
vendor, purchaser, agent, broker or otherwise nor any such contract or arrangement entered into by
or on behalf of the company in which any director shall in any way be interested, be avoided, nor
shall any director so contracting or being so interested be liable to account to the company for any
profit realized by any such contract or arrangement by reason only such director holding that office
or of the nature of his interest must be disclosed by him as required by section 299 of the Act.

124. Every director of the Company who is in any way whether directly or indirectly concerned
or interested in a contract or proposal contract or proposal contract or agreement, 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.

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125. In case of proposal contract or agreement the disclose required to be made by a director under
article 123 shall be made at the meeting of the board at which the question of entering into the
contract or arrangement is fist taken up for consideration, or if the director was not at the date of
the at meeting concerned or interested in the proposal contact or arrangement, at the first meeting
of the Board held after he become so concerned or interested.

126. 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 become concerned or interested in the contract or
arrangement.

127.For the purpose of such disclosure as aforesaid, a general notice given to the Board of Directors
to the effect that he is a director or member of a specified body corporate or director of a specified
company or partner and is to be regarded a concerned or interested in any contact or arrangement
which may, after the date of such general notice , be entered into with that body corporate or firm
or company shall be deemed to the sufficient disclosure of such concern or interest in relation to
any contract or arrangement so made.

128. Any director may take part in the discussions relation to a vote o any contract or arrangement
entered into or to be entered into by or on behalf of the company even though he may be in any
way directly or indirectly concerned or interested in the contract or arrangement and his presence
shal

be counted for the purpose of forming a quorum at the time of any such meeting or discussion and
such interested director shall be entitled to vote on such contract or arrangement.

XXXVIII. ADDITIONAL DIRECTOR/EXPERT DIRECTOR

129. The board may co opt one or more expert directors as an additional directors not exceeding
one fifth of the total number of directors or appoint another person as additional director for such
period as the board may deem fit.

130. The expert director shall not have the right to vote all the election of the Chairman but shall
be eligible to be elected as Chairman.

131. The expert director or the additional director shall not hold office in excess of such period as
may be specified by the board subject to maximum tenure of 3 years at a time.

132. The expert director shall hold office till the Annual General Meeting immediately
succeeding the date of his appointment, but he is eligible of re election.

133. Save as provided in Article 130 above, the expert directors shall be entitled to the same rights
and privileges and be subject to the same obligations as any other director of the company.

134. An expert director appointed under this article shall be entitled to receive all notices of and
attend all general meetings and board meetings.

135. The expert director shall also entitle for reimbursement of expenses and payment of sitting
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fees to which the other directors of the company are entitled.

XXXIX. VACTION OF OFFICE OF DIRECTORS

136. If all other directors of the company vote unanimously in favour of a resolution for vacation
of office by a director, the director against whom such a resolution has been so passed shall vacate
office forthwith in consonance with section 283(3) of the Act.

137. A director may be removed by the shareholders at a general meeting in accordance with
the provisions for the Act.

XL. FILLING UP OF VACANCY OF DIRECTORS

138. The Board of directors may appoint any individual to be an alternate director during the
absence of a director from the State in which the meetings of the Board are ordinarily held, if such
absence shall not be for a lesser period of three months. Such appointee shall hold office during the
absence of the original director and shall ipso factor vacate office as such when the original director
returns to the State.

139. The Board shall have power at any time from time to time to appoint any person to be a
director of the company either to fill a casual vacancy or as an additional director on the board
subject to the maximum number fixed by the Articles. Any person appointed to fill casual vacancy
and any person appointed, as an addition to the Board shall hold office only up to the next annual
general meeting of the company.

140. Subject to the provisions of the act, a Director may resign his office at any time by sending a
letter in writing addressed to the Board of Directors of the company and it shall be effective from
the date of its approval by the Board or on the 30th Day from the receipt of notice of resignation by
the board, whichever is earlier.

XLI. CHIEF EXECUTIVE

141. The Board of Directors may from time to time appoint a person to the office of the chief
Executive, who is not a member of the board.

142. The Chief Executive shall be ex officio director of the board and shall not be liable for
retirement by rotation

143. The Chief Executive shall be entrusted with her substantial powers of management as the
Board may determine.

144. The Chief Executive may apart from the above, exercise powers and discharge the function
stated in section 378 W(5).

145. The business and management of the company shall be conducted and carried on by the Chief
Executive who shall be the under the control and direction of the board of Director and shall be in
full and absolute change of the office and properties of the company with all the powers of
management except those specifically to be exercised by the Board at the meeting or by the
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company in General meeting.

146. The remuneration of the Chief Executive and other directors shall be such a sum as may be
fixed by the board from time to time.
XLII. CHAIRMAN

147. The board may elect a chairman of the company or its meetings and determine the period for
which he is to hold office. If no such chairman is elected or if at any meetings chairman is not
present within 5 minutes after the time appointed for holding the meetings, the directors present
may choose any one of their members to be chairmen of the meeting.

148. The Chairman, if any of the Board shall preside as Chairman at every general meetings of the
company. If there is no such chairman, or if no director is present within 15 minutes after the time
appointed for holding the meeting, or is unwilling to act as chairman of the meeting the directors
present shall elect one of their member to be chairman of the meeting. If there is none of the director
have present, the provisions of section 175 of the Act, shall apply.

XLIII. DETERMINATION AND DSITRUBUTION OF WITHHELD PRICE

149. The Board shall determine the withheld price as a percentage of the value of goods
supplied/services rendered by members. Provided the withheld price so computed shall not exceed
5% of such value at any time. The Board may distribute the withheld price depending upon the
prevailing circumstances from time to time. In lean periods, the Board may decide not to collect
any withheld price and instead distribute a portion of the withheld price to the members on the basis
of their patronage during the relevant period.

XLIV. CONTRIBUTION TO SHARES AND RELATED MATTERS

150. The Board may determine the contributions to be made by the members from time to time to
the company towards share capital or any other fund constituted by the company.

XLV. GENERAL RESERVE

151. The company shall maintain a general reserve in every financial year by transferring a sum
equal to 1% of its annual turnover, in addition to any other reserve constituted by the board on
consultation with the members in their general meetings where the company finds it funds in any
financial year are insufficient for maintaining the reserve as aforesaid, the board shall decide the
percentage.
XLVI. MAINTENANCE OF RESERVE AND ITS SOURCE
AND OTHER TERMS AND CONDITIONS

152. The Board may from time to time for the welfare of the members may maintain a reserve and
fix the source, from which the reserve has to be maintained and may also lay down the terms and
conditions for use of funds from the said reserve. Such a reserve could arise by way of a contribution
from each member as a small proportion of the price for goods supplied by him or the value of
service rendered by him. The company, in a general meeting, shall determine the said percentage
and the general meetings shall also decide the manner in which the said contribution would be
collected from members.
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 XLVII. DIVISION, AMALAGAMATION, MERGER AND OTHER MATTERS

153. The board may, by a resolution passed in general meeting decide the matters relating to
division, amalgamation, merger, creation of subsidiaries, and the entering into joint ventures and
other matters connected therewith in the manner stated in section 378ZN.

XLVIII. STAFF AND EMPLOYEES

155. The board has the full discretion to appoint such staff or officer and other employees,
permanent or temporary, of such terms and conditions as the board may determine, the board may
frame the broad guidelines in this regard and the chief executive of the officer shall entitled to act
within such parameters.

XLIX. ACCOUNTS AND AUDIT

156. The company shall maintain true and proper books of accounts relating to the business
carried on by it, and they shall be audited by the company’s auditor to be appointed under the
provisions of the Companies Act, 2013 and his duties shall be regulated in accordance with the
relevant provisions of the said act or any other statutory modifications thereof. Without prejudice
to the provisions contained in section 227 of the Act, the auditor shall report to the following
additional matters.
a. The amount of debts due along with particulars of bad debts if any.
b. The verification of the cash balance and securities.
c. The details of assets and liabilities.
d. All transactions which appear to be contrary to the provisions of this part.
e. The loans given by the Producer Company to the directors.
f. The donations or subscriptions given by the Producer Company.
g. Any other matter as may be considered necessary by the auditor.

L. INTERNAL AUDIT

157. The company shall have a proper internal audit system and the internal audit shall be carried
once in 6 months, by a chartered accountant as defined in clause (b) of subsection (1) of section
2 of Institute of Chartered Accountants Act.

LI. DISTRIBUTION AND DISPOSL OF FUNDS IN THE

EVENT OF DISSOLUTION OR LIQUIDATION

158. The board shall determine the basis and manner of distribution and disposal of funds
available after meeting liabilities in the event of dissolution or liquidation of the Producer
Company.

LII. INDEMNITY

ͳͷͻ. Every officer of the company shall be indemnified out of the assets of the company against
any liability incurred by him in defending any proceedings, whether civil or criminal, in which
judgment is given in his favour or in which he is acquitted or in which relief is granted to him by
the court or the Tribunal.
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