(UNDER THE COMPANIES ACT, 2013)

MEMORANDUM OF ASSOCIATION
OF

KAPILA KRISHI UDYOG LIMITED

(COMPANY LIMITED BY SHARES)

I. The name of the Company is KAPILA KRISHI UDYOG LIMITED.

II. The Registered Office of the Company will be situated in the State of Uttar Pradesh.

III. The objects for which the Company is established are :-

A. MAIN OBJECT TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION lS :-

To carry on the business as manufacturer, producer, grower, trader, purchaser, seller,

importer, exporter, stockist, agent, distributor, consignment agent of and deal otherwise in
all types of cattle feeds, including green feed, chooni, bhoosi, balanced feed, poultry feed,
fish feed, mineral mixtures and other farm products including their intermediate products,
raw materials, by-products and also including semi-finished products.

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

1. Subject to the provisions of the Companies Act, 2013 to amalgamate with any other
Company and to enter into any arrangement with any Government or Authorities
Municipal, local or otherwise or any person or company in India or abroad, that may
seem conducive to the objects of the company or any of them and to obtain from
any such Government, Authority persons or company any rights, privileges, charters,
contracts, licenses and concessions including in particular rights in respect of
waterways, roads and highways, which the Company may carry out, exercise and
comply therewith.

2. To acquire and take over the whole or any part of the business property and liabilities
of any person, Firm or corporation, carrying on any business which the Company is
authorised to carry on or possessed of any property or rights suitable for the purpose
of the Company or to promote any company or companies for the above purpose.

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3. Subject to provision of Section 186 of the Companies Act, 2013, to subscribe, take or
otherwise acquire and hold shares, stocks, debentures or other interests in any other
company for the benefit of the Company.

4. To open and operate any banking account/accounts in the name of the Company and
to close any such account/accounts.

5. To engage vehicles or any kind of transportation means, for carrying and transports
of goods in connection with the Company’s business.

6. To apply for, tender, purchase or otherwise acquire any contracts, sub-contracts,

licences and concessions for or in relations to the objects or business herein
mentioned or any of them and to undertake, execute, carry out, dispose of or
otherwise turn to account the same.

7. To pay for all or any costs, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the Company.

8. To borrow or raise or secure the payment of money for the purposes of or in

connection with the Company's business in such manner and on such terms as the
Company shall think fit and charged upon all or any of the Company's property (both
present and future) including its uncalled capital and to purchase, redeem and pay
off any such securities.

9. To adopt such means of making known the products at the Company as may be
deemed expedient.

10. To mortgage and charge the undertakings and all or any of the properties and assets,
present and future, and all or any of the uncalled capital for the time being of the
Company and to issue at par or a premium or discount and tor such consideration
and with such rights, power and privileges as may be thought fit, debentures
mortgage or debentures payable to bearer or otherwise and either permanent or
redeemable or repayable and collaterally or further to secure any securities of the
Company by a trust deed or other assurance.

11. To issue and deposit any securities which the Company has power to issue by way of
mortgage or secure any sum less than the normal amount of such securities and also
by way of security for the performance of any contracts or obligations of the
Company or of its customers or other persons or corporations having dealings with
the Company.

12. To give loan to any person or other companies or give any guarantee or provide
security in connection with a loan to any other body corporate or person, as the
Company may deem fit, subject to the provisions of section 185 and section 186 of
the Companies Act, 2013

13. To make, accept, endorse and execute promissory notes, bills of exchange and other
negotiable instruments, in connection with the business of the Company.
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14. To accept payment for the property or rights sold or otherwise disposed of or dealt
with by the Company, either in cash, by instalments or otherwise or in fully or partly
paid up shares of any company or corporation with or without preferential rights in
respect of dividend or otherwise or in debentures or mortgages or other securities of
any company or corporation or any other mode or partly in one mode and partly in
another and generally on such terms as the Company shall determine and to hold,
dispose off any shares, stock or securities so acquired subject to the applicable
provisions of the Companies Act, 2013.

15. To enter into partnership or into arrangement for sharing profits, union of interest,
corporation, joint venture, reciprocal concession or otherwise with any person or
company carrying on or engaged in or about to carry on or engage in any business or
transactions which such Company is authorised to carry on or engage in any business
or transactions capable of being conducted so as directly or indirectly to benefit the
Company.

16. Subject to the provisions of Section 52 of the Companies Act, 2013, to place, to
reserve or to apply as the company may, from time to time, think fit, any monies
received by way of premium on issue of shares or debentures by the company.

17. To create any reserve fund, sinking fund, insurance fund, dividend equalisation fund
or any other special fund whether for the depreciation or tor repairing, improving,
extending or maintaining any of the properties of the Company or for any other
purpose conducive to the interests of the Company.

18. To appoint traders, commission, agents, brokers or in any other capacity in India or
elsewhere and to import, export, buy, barter, exchange, pledge, mortgage, advance
upon or otherwise deal in goods, procure articles and merchandise of any kind in
connection with the attainment of the objects of the company.

19. To invest the funds of the Company from time to time in such manner and in such
assets, properties, securities, shares, bullion or investments or otherwise as may
from time to time be determined and from time to time to sell or vary all such
investments and to execute all assignments, transfers, receipts and documents that
may be necessary in that behalf for pursuing objects of the Company.

20. To purchase or otherwise acquire any interest in any patents, invention, licences,
concessions and the like conferring an exclusive or non-exclusive or limited right to
one or any other information as to any invention in relation to the production,
treatment, storage, application, distribution, use of electricity and of any apparatus
there for or generally any invention which may seem to the Company capable being
profitably dealt with.

21. To sub-let all or any contracts from time to time and upon such terms and conditions
as may be thought expedient.

[Original point 22 omitted]

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22. Subject to the provisions of the Companies Act, 2013, to promote any Company or
companies for the purpose of acquiring all or any of the property rights and liabilities
of this Company, or for any other purpose which may seem directly or indirectly
calculated to benefit this Company.

23. To invest and deal with the moneys of the company in such manner as may from
time to time be determined for pursuing main objects of the company.

24. To subscribe to or otherwise aid charitable, benevolent, religious, scientific, national,

public and other institutions with objects or purposes of public character in India or
elsewhere as the Directors may deem fit and proper, subject to the provisions of
Section 181 to 183 of the companies Act, 2013.

25. To remunerate any person, firm or company rendering service to the Company either
by cash payment or by the allotment to him or them of shares and securities of the
Company credited as paid up in full or in part of or other methods as may be thought
expedient.

26. To provide for the welfare of employees of the Company and their families, by
building or contributing to the building of houses or by granting of money, pensions,
gratuities, allowances, profits saving bonuses or benefits and any other payments.

27. To purchase and takeover by any method competent in law all or any part of the
goodwill, business, undertaking, property, assets and liabilities of any person or
persons, or company carrying on similar business to that of this Company and to
conduct and develop or wind up and liquidate such business and to purchase and
take steps for the acquisition of existing and new licences in connection with any
such business.

28. Subject to the provisions of the section 73 and section 180 of the Companies Act,
2013, to borrow money for the purpose of business of the Company from any central
or State Financial Corporation. Semi-financial corporation. Schedule or Nationalised
Banks, any company, members, shareholders, Directors of the Company or from any
other person and to mortgage or charge its undertakings, properties in favour of such
persons for securing the repayment of loan.

29. To dispose of the undertaking of the Company or any part thereof for such
consideration as the Company may think fit and in particular for shares, debentures,
or securities of any other company, Subject to the provisions of the Section 180 of
the Companies Act, 2013.

30. To buy all kinds of plant, equipment, machinery, apparatus, tools, utensils,
commodities, substances, articles and things necessary or useful for carrying on the
objects of the Company.

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C. OTHER OBJECTS:

1. To carry on the business of manufacturing thermos, air conditioning, piping valves

and fittings, insulation, oil and gas engines, steam boilers, turbines and steam
engines. flour and rice mills, vegetable ghee plants, agricultural machinery.

2. To carry on the business of trading and manufacturing of sweets and sweetmeats.

3. To manufacture and deal in products of cottage industries and handicrafts.

4. To establish, manage, supervise and carry on business of hoteliers, restaurant and

bar-keepers, boarding and lodging houses, in keepers, run guest houses and provide
accommodation for all types of social functions, to enter into collaboration with any
other hotels in India or abroad.

5. To carry on the business of properties and managers of theatres, cinema houses and
to act as producers. distributors and exhibitors of motion pictures, cinematographic
shows and exhibitions both still and talkie, including educational films, documentary
films, feature films, three dimensional films or any type or description which may
come up modern innovation and scientific growth in due course of time

6. To lay out. construct, erect, install, convert, alter, modify, develop, improve, equip or
otherwise acquire, own, own on lease and to give on lease, run and maintain
factories, mills, workshops, shops, offices, roads, bridges, railway sidings, tramways,
reservoirs, laboratories, garages, show rooms, exhibition halls, theatres, halls, hotels
and other building at any place within lndia or outside for any or all of the above
purposes.

7. To purchase, hire, charter, take on lease or otherwise acquire, run and use ships,
vessels, motor vehicles, trucks, carts, boats, aeroplanes and other vehicles and act as
transporters and carrier Company.

8. To carry on the business as manufacturers of and/of dealer in fertilizers in all forms

and chemical products including fertilizers of any nature and kind whatsoever and all
by-products and joint-products thereof.

9. To carry on the business of advertisers and contractors both outdoor and in

newspapers, magazines, books, screens, walls, buses and railway carriages.

10. To cultivate, grow, produce and deal in agricultural and vegetable products of all
kinds, grass, wood, timber, cotton, coffee, cocoa, tobacco, rubber, indigo, sugarcane,
oil seeds and essential oil producing seeds, herbs, flowers, fanits and tubers, drugs,
medicinal plants and tanning materials of all kinds and other raw materials that are
the produce of land and to sell, purchase and deal in the same and to carryon all or
any of the business of deal in the same and to carry on all or any of the business of
farms, dairymen, seed men and nurserymen and to buy, sell and trade in any goods
usually traded in any of the above businesses, subject to the SEBI Regulations.

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11. To manufacture, purchase, sell, import, export, manipulate, treat and otherwise deal
in all types of synthetic resins, plastics, emulsions and formulations thereof including
all kinds of resins tor surface coating and allied industries, adhesives, moulding,
insulations, textiles etc.

12. To carry on the business of manufacturers, buyers, sellers, exporters of and dealers in
gour gum, gour meal, gour gum derivatives and all other allied products of gour gum.

13. To manufacture, buy, sell, distribute, import, export, process and deal in all types of
rubber and rubber goods, P.V.C. plastic goods, synthetics, wires, pipes, sheets, fancy
goods, toys, household goods, automobile parts, rice swelling rocks, industrial
requisites, components and other allied items and products.

14. To purchase, sell, import, export, manufacture, repair or otherwise deal in all types of
boots, shoes, clogs, all kinds of footwear and leather, rubber and plastic goods, lasts,
boots, laces, buckles, leggings, boot polishes, purses, bags, boxes, belts and
accessories and fittings.

15. To carry on the business of financing, leasing, letting on hire, hire-purchase or easy
payment system or household and office furniture, domestic or business appliances,
computers, tabulators, addressing machines and other sophisticated office
machinery, installation, fittings, machinery, motor cars, taxi cars, automobiles, tram-
cars, motor lorries, tractors, earth moving machinery, wagons, cycles, bicycles,.
Coaches, garages and other vehicles drawn by motor, steam, oil petroleum electricity
or any mechanical or other power or device, agricultural implements and machinery,
air ships, aeroplanes, cranes, ships, and helicopters, tools, plants, implements,
utensils, apparatus and requisites and accessories, furniture, wireless and television
receivers, telephones, furnitures, wireless and television receivers, dredgers. barges
and containers and to carry on the business of hire purchase of movable properties
of any kind including machinery, plant of all kinds and to buy, sell, alter, repair,
exchange and deal in finance and sale of furniture, apparatus, machinery, materials,
goods and articles, to hire out or sell any of the same on hire purchase system. Also
to finance industrial Enterprises and to promote companies engaged in industrial and
trading business, subject to Reserve Bank of India regulations.

16. To purchase and acquire and run any ginning, pressing, spinning, weaving factory,
press mill business or concern.

17. To manufacture and carry on the business of film production, silent as well as talking
in all or any of the languages spoken in the world which may be Topical. News,
Educational, Dramatic, Comic, Advertisement, Cartoons, Coloured, Synchronised and
film or films of any other kind hereinafter devised.

18. To carry on business as bakers and manufacturers of and dealers in bread, flour, rava,
maida, biscuits and farinaceous compounds and materials of every description.

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19. To carry on the business of manufacturers of and dealers of traders, automobiles,
earth-moving equipments, internal combustion engines, boilers, locomotives and
compressors. To manufacture or deal in automobile parts, spare parts and
components thereof.

20. To carry on the manufacturers and sale of patent medicines and preparations, and
generally to carry on the business as manufacturers, buyers and sellers of and dealers
in all kinds of medicines and medical preparations and drugs whatsoever and obtain
for them.

21. To carry on the business as manufacturers of or dealers in soap, detergent powder,

washing powders, cosmetics, perfumers and toilet requisites.

22. To carry on the business of builders, contractors, and constructing engineers. To carry
on the business of manufacturer of bricks, tiles, stone tiles, wood works and other
buildings materials.

23. To manufacture. self and carry on business of industrial gases i.e. oxygen, acetylene,
argon, nitrogen, carbon dioxide , nitrous oxide, Freon , in gas or liquid form.

24. To carry on business of stationer, printers, lithographers, stereotypes, electrotypers,

photographic printers, photolithographers, engraver, die sinkers, envelope
manufactures. book-binders, account book manufactures, machine rulers, numerical
printer, paper makers, paper bags and account book makers, box makers, cardboard
manufactures, type founders, photographers, manufactures of and dealers in playing,
visiting, festive, complimentary and fancy cards and valentines, dealers in parchment,
dealers in stamps, agent for the payment of stamp and duties, advertising agents,
designers, draftsman, ink manufacturers, ink ball pen pencil manufactures, book-
sellers, publishers, paper manufacturers and dealers in the material used in the
manufacture of paper and engineers, cabinet makers.

25. To carry on business as manufacturers and dealers of radio, television, sets,

teleprinters, telecommunication and electric equipments, radars, computers,
business machines and their components and including valves, transistors, resistors,
condensers and coils.

26. To acquire or set up and run hospital, clinics, nursing home, maternity and family
planning units or pathological laboratories and optician shops.

27. To establish and work as cement manufactures and to carry on the business of
manufacturers of cement, lime burners and cement including sanitary fitting and
chine- ware, ceramic tiles, stones, rocks, of every description and other building
material.

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 28. To carry on the business as manufacturers, dealers, stockists, importers and
exporters of general goods, suppliers, commission agents and clearing and
forwarding agents, to carry on all or any of the business of wholesale and retail in all
kinds of merchandise such as textile, year, steel, spices, dry fruits, plastic, L.D.P.,
H.D.P. chemicals, dyes and grains.

29. To carry on the business of brewers and manufactures maltsters in all its branches.

30. To carry on the business of builders, contractors, erectors, construction of buildings,

houses, apartments, structures, or residential, office, industrial, institutional, or
commercial or developers, of housing schemes, townships, holiday resorts, hotels,
motels, and in particular preparing of buildings sites, constructing, reconstructing,
erecting, altering, improving, enlarging, developing, decorating, furnishing and
maintaining of structures, flats, houses, factories shops, offices, garages, warehouse,
buildings works, workshops, hospitals, nursing homes, clinics, go-downs, and other
commercial, educational purpose, and conveniences to purchases for development
investment or for resale lands, houses, building, structures and other properties of
any nature and any interest therein and purchases, sell, lent on hire or otherwise and
deal in free hold and lease hold and to make advances upon the security of lands,
houses, structures and other property and to purchases, sell lease, hire, purchase,
exchange or otherwise deal in and house property whether real or personal and to
turn the same into account as may seem expedient in any part of the world.

IV. The liability of the members is limited and this liability is limited to the amount
unpaid, if any, on the shares held by them.

V. The Authorised share capital of the company is Rs. 50,00,000/- (Rupees Fifty Lacs)
divided in to 5,00,000 (Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each.

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We the several persons, whose names and addresses are subscribed below, 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
to our respective names.

Sl. Names, Addresses

No Name, Address, Description Number of Equity Signature Descriptions &
. and Occupation of each Shares taken by Of Occupations of
Subscriber each Subscriber Subscriber witnesses

1. Shri Ramesh Chandra 1000 Sd/-

Shivhare (One Thousand)
S/0 Shri B.L. Shivhare Shares
R/o 104/150, Sisamau,
Kanpur. Witness to all the
[Business] three Subscribers

2. 1000 Sd/- Sd/-

Shri Surendra Nath (One Thousand)
Shivhare Shares R.P. Sachan
S/o Shri B.L. Shivhare 111A/409,
R/o 104/150 Sisamau, Ashok Nagar,
Kanpur. Kanpur
[Business] (Chartered
3. 1000 Sd/- Accountant)
(One Thousand)
Shri Ashok Kumar Shares
S/o Shri Bans Gopal
R/o 104/150, Sisamau,
Kanpur.
[Business]

Total Equity Shares Taken: 3000 (Three Thousand) Shares

Place: Kanpur Dated this 23rd day of June, 1997

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