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THE COMPANIES ACT, 1950 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF JHARKHAND CHEMISTS AND DISTRIBUTORS ALLIANCE LIMITED

I. The name of the company is JHARKHAND CHEMISTS AND DISTRIBUTORS ALLIANCE LIMITED.

II. The Registered office of the company will be situated in the state of Jharkhand i.e. within the jurisdiction of Registrar of Companies at Patna. III. The objects for which the company is established are: A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE: 1. To carry on the business as dealers, distributors, importers, exporters, agents of Pharmaceutical and Neutraceutical products, Drugs including generic drugs, medicines all types (including Allopathic, Homeopathic, Ayurvedic, Unani, Siddha, Herbal) Dietary and food supplements of any nature and kind, Surgical instruments, implants, dressing and related material plasma, products of bio technology, generic engineering, tissue culture, monoclonal antibodies, all chemical products including cosmetic, organic, inorganic, aromatic, laboratory and to promote, own, operate a chain of shops for any or all of the above mentioned products. 2. To carry on the business as the dealers, distributors, importers, exporters, agents of all kinds of fast moving consumer products like processed ad unprocessed food items, toiletries and to promote own, operate a chain of shop for any or all of the above mentioned products. B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE: 3. To formulate, prepare, buy, sell, import, export, supply, distribute, store, stock, and otherwise deal in & carry on business in all kinds & varieties of medical devices, instruments, meters, chemical & surgical dressings, soaps, perfumes, disinfectants, prescriptions, formulae & perfumeries for toilet requisites, hygienic & hospital requisite dentifrices, tooth=pastes, deodorants, lipsticks, hair removers 7 allied goods items

things and articles as a well as all other preparations of personal hygiene.

Page - 1 4. To carry on the business of producers of and dealers in fats, sprays, vermifuges, fungicides pesticides & biological products & preparations of all kind, sundry apparatus & things capable of being used in connection with such products. 5. To produce, pack, repack, import, buy, sell & deal in restorative foods & other items specially those suitable or deemed to be suitable for infants, invalids & convalescents & also to deal in medical goods such as medical devices instruments and meters as well as surgical instrument, contraceptives, vaccines, proprietary medicines, veterinary medicines & tincture extracts. 6. To carry on business as canners, preservers, curers, packers & bottlers of produce & products of every kind, both solid & liquid and to carry on the business of refrigeration & cold storage. 7. To acquire & develop lands to grow, cultivate, produce store and manufacture any of the basic material used in manufacture of drugs, medicines, chemicals, formulations, pharmaceuticals & cosmetics or any other products, which this company is capable of dealing. 8. To acquire and develop land and or building to construct set up, established conduct, manage and / or run shopping malls, shopping center, commercial establishment, retail outlets, storage facilities, warehousing facilities, logistic facilities, in order to provide the trade and commerce in the products in which the company is capable of dealing in. 9. To lay out land for building purpose to give on lease, to advance money to persons or building contractors or otherwise develop the same in such manners as may seem expedient for the purpose of the business of the company. 10. To carry on the business as the manufactures, producers, dealers, distributors, importers, exporters, agents of Pharmaceutical and Neutraceutical products, Drugs including generic drugs, medicines all types ( including Allopathic, Homeopathic, Unani, Ayurvedic, Siddha, Herbal ) Dietary and food supplements of any nature and kind, Surgical instruments, implants, dressings and related material plasma, products of bio technology, generic engineering, tissue culture,

monoclonal antibodies, all chemical products including cosmetic, organic, inorganic, aromatic, laboratory and to build, setup, establish, promote, own, operate, manage and conduct a chain of shops / shopping centers, malls etc for any or all of the above mentioned products. 11. To carry on the business as the manufactures, producers, dealers, distributors, importers, exporters, agents of all kind of fast moving consumer products like processed and unprocessed food items, toiletries and all other allied goods, items, things and articles and to build, setup, establish, promote, own, operate a chain of shop / shopping centers, malls etc. for any or all of the above mentioned products. 12. To carry on agriculture, floriculture, horticulture, arboriculture ad organic farming and to grow all agriculture produce, and to deal in and dispose of such corps and / or to convert such produce into articles for consumption or for utility purposes and to purchase or take on lease land for the purposes aforesaid.

Page - 2 13. To engage directly or otherwise in research and developments of process, products and infrastructure, development of human resources, promotion of institutions, laboratories or clinics imparting training and education in the field of bio-technology; to participate, promote, encourage, finance or support persons in the implementation of Biosafely measures including modified organisms and Recombinant of DNA products. 14. To purchase or otherwise acquire, erect, construct repair and adapt any buildings, sheds, offices, plants, machinery, drains, stalls, godowns, fences and boundaries and all other structures found necessary and convenient for the purposes of the company. 15. To do research in organic and / or inorganic chemistry and all types and kinds of chemicals and chemical products or any of the items pertaining to the business of the company or any allied items or any others items which may seem beneficial in the interest of the company and to acquire and / or exploit and / or sell patent rights and technical know how in respect thereof. 16. To own, operate and maintain power or other energy generation facilities whether conventional or non conventional for meeting the energy need of the manufacturing plants, factories, offices and residential premises owned by the company either directly by captive

consumption or indirectly by arrangement with State Electricity Boards or other entities engaged in energy generation, transmission and distribution. 17. To promote, facilitate, assist or represent before Government authorities for transfer and / or exchange of information, data, studies, study paper, knowledge, research in the field of agrochemicals and bio-technology, to disseminate knowledge, information, and data to public at large through any means of communication. 18. To encourage, participate in interaction with academic, research institutes and organizations, universities and industry through seminars, workshops, symposia, lectures, trainings, exhibitions, trade fares, web cast, telecast, broadcast and other means of communication for creating awareness for eco-friendly and consumer acceptable, easyto-use and affordable bio-technology products and services for public and to harness the fruits of bio-technology research. 19. To deal in, purchase, sell, trade in all types and kinds of packing materials including but not limited to boxes, cases receptacles, bottles, plates, collapsible tubes, ropes, corks, jars, carboys, tins, drums, casks made from or with any of the materials including but not limited to card-board, straw board, wood, metal, thermo-Cole, wood, wool, particle board, corrugated paper, craft paper, rubber straw boards, aluminum foils, other metal foil glass, plastics, gelatin, tin, iron sheets, jute or otherwise. 20. To pay or satisfy the consideration for any properties, rights, privileges or assets whatsoever which the company is authorized to purchase or otherwise acquire either by payment in cash or by the issue of shares or other securities of the company or in such other manner as the company may agree or partly in one mode and partly in another or others.

Page - 3 21. To carry on business or branch of a business which this company is authorized to carry on by means or through the agency of any company or companies and / or to make any other arrangements it may seem desirable with reference to any business or branch so carried on including power at any time and either temporary or permanently to close any such branch or branches. 22. In relation with the business of the company to guarantee the payment of money secured or unsecured by or payable under or in

respect of promissory notes, bonds, debentures, debenture-stocks, contracts, mortgages, charges, obligations, instruments and security of any company or any authority, supreme, municipal, local or otherwise or of any person howsoever, whether incorporated or not incorporated and generally to guarantee or become sureties for the performance of any contracts or obligations. 23. To acquire, subscribe, take up and hold shares, stocks, debentures, debenture stock, bonds, obligation and securities issued or guaranteed by the Reserve Bank of India, commercial banks, any company or other body corporate or co-operative society constituted or carrying on business in India or in any foreign country, and debentures, debenture stock, bonds, obligations and securities issued or guaranteed by any government , sovereign ruler, commissioners, public body or authority, supreme, municipal, local or otherwise whether in India or in any foreign country. 24. To pay out of the funds of the company, all expenses incidental to the issue of subscription of the shares or loans or capital including brokerage, underwriting or other commission for obtaining application for or placing or guaranteeing the placing of shares or debentures, debenture-stock and other issue of any circular, notices and the printing, stamping, circulating proxies and dorms to be filled up by the members of the company. 25. To undertake or participate in the formation, management, supervision or control of the business operation of any other company, firm or person. 26. To receive monies, securities and valuables of all kinds at interest of for custody on such terms and conditions as may be expedient subject to the provisions of section 58A and other applicable provisions of the companies Act, 1956 and directives of Reserve Bank of India. 27. To borrow or raise money in such manner as the company shall think fit and in particular by the issues of debenture or debenture-stock, perpetual or otherwise and to secure the repayment of any money borrowed, raised or owing by mortgaged , charge or lien upon the whole or any part of the property or assets of the company, whether present or future including its uncalled capital and also by a similar mortgaged, charge or lien to secure or guarantee the performance by the company of any obligation or liability it may undertake and to purchase, redeem or pay off any such securities subjects to the provision of Section 58-A and directives of RBI. 28. To acquire and takeover as a going concern by purchase of or on lease, and to undertake, to carry on the whole of any part of the business together with the goodwill and trade name, property rights,

assets and liabilities of any person or persons, firm or any company carrying on business in any part of the world purposes of which is within the objects of the company or which the company is authorized to carry on and to pay for the same by shares, debentures, debenturesstock, bonds, cash or otherwise, and to conduct and carry on or liquidate and wind up any such business. 29. To open an account or accounts with any individual, firm, company or with any bank or sheriff and to pay into and withdraw money from such account or accounts. 30. To subscribe, contribute, donate or otherwise assist or guarantee money to charitable, benevolent, religious, and scientific. National public institutions, clubs, society, research laboratories, fund, university, college or any other person or body or objects or purposes. 31. To invest and deal with monies of the company not immediately required in immovable properties, shares, stocks, debentures, obligations or other securities of any company or association or in the Government Securities or in deposit accounts with banks or on the mortgage of immovable properties of any tenure or on the pledge of movable properties or in any other manner as may from time to time be determined by the directors of the company for the time being and from time to time sell or vary such investments and execute all assignments, transfer, receipts and documents that may be necessary in that behalf. 32. To establish centers, branches or appoint necessary personnel in or outside India or in connection with any of the objects of the company and in particular in relation to the investment of money, the sale of property and collection and receipt of money. 33. To pay all costs, charges and expenses incurred or sustained in or about the promotion, incorporation and establishment if the company or which shall consider being preliminary out of the funds of the company. 34. To enter into any like business involving extension of the facilities provided by the company or any other services which the company thinks capable or providing in future. 35. To establish and maintain any Agencies, branches or appoint representatives, agents, canvassers, in India or in any part of the world for the conduct of the business of the company, or for the purchase of sale of any materials or things for the time being at the disposal of the company for sale; and to advertise and adopt means of making known all or any of the services and facilities offered by the company and the issue of circulars, books, pamphlets and price lists, and the

conducting of competitions, and the giving of prizes, rewards and donations and to take part in the management, supervision or control of the business or operations of any other company, association, firm or person, and in connection therewith to appoint and remunerate Directors, accounts, assistants and other officers or experts or agents. 36. To give guarantee for the performance or discharge of any obligations, liability, duties of payments of the monies by any persons, firms and companies or Government or States and to give indemnities. 37. To accept stocks or shares in or the debentures, mortgage debentures or other securities of any other company in payment for any services rendered or for sale made to or debt owing from such company. 38. To enter into any arrangements with any Government or Authorities, supreme, union, state, municipal, local or otherwise or any companies, firms or persons that may seem conductive to the attainment of the objects of the company. Page - 5 39. To establish, subscribe to and support any charitable institution, society or club, which may be for the benefit of the company, its employees or which may be connected with any town or country where the company carries on business. 40. To organize exhibitions or shows for exhibiting the projects, products, services, facilities provided by the company and / or other companies. 41. To develop the resources and turn into account the land, building for the time being of the company in such manner as may be considered suitable for the interest of the company. 42. To undertake and execute any trusts he undertaking of which may seem to the company desirable either gratuitously or otherwise. 43. To do all or any of the above things and all such other things as are incidental or may be thought conductive to the attainment of the subjects or any of them in any part of the world and as principals, agents, contractors, trustees or otherwise, and by or though trustees, agents or otherwise and whether alone or in conjunction with others. C. OTHER OBJECTS ARE: 44. To import, export, buy, sell and deal in and with, whether as principal, agents, brokers, or otherwise, substances and articles of every or any description and to carry on all or any of the businesses of importers and exporters, manufactures, buying and selling agents, wholesale and retail dealers in all and every kind or general produce,

substances, goods, materials, merchandise and articles from, in and to all parts of the world. 45. To carry on the business of undertaking turnkey projects and woks contracts for the construction of individual units and installation of plant, machinery and equipment. 46. To carry on the business of manufactures, refiners, importers and exporters of vegetables oil, artificial and natural butter and ghee, glycerin, lubricating oils, vanish and paint and their allied products, soap, perfumery, perfumed spirits and waters and other toilet preparation and / or candle makers, natural as well as synthetics essences, flavoring materials, cosmetics. 47. To carry on the profession or business of manes to the issue, underwriters, registers to the issue, registers to the transfers, brokers, financial and investment consultant, issue houses, loan syndication, merchant banking ad advisors. 48. To carry on the business of manufacturing, processing, buying, selling, trading or otherwise dealing in plastic, plastic materials, and products of all kinds including thermosetting and thermo-plastic, materials and adoption of all processes including blow moulding, injection moulding, extrusion, compression, vacuum forming, fabrication, coating, brushing, spraying, laminating, dipping, impregnating or any other application by any method whatsoever.

Page 6 49. To exploit and render fit for use, deposits, of salt, natural soda, nitrates, natural brine and sea water and to manufacture there from any kind of chemical and by-products and to carry on the business of manufacturers, exporters and importers of and dealers in salt, table salt, potassium chloride, magnesium chloride and other substances. 50. To purchase, exchange or otherwise acquire real and personal property of all kinds and in particular, land, oil wells, refineries, mines, mining rights, mineral ores, buildings, machinery, plant, shares, licenses, concessions and other rights and privileges, whether for the purposes of resale or realization or otherwise. I. II. The liability of the members is limited. A. The Authorized Rs.2,00,00,000/-(Rupees Share Two Capital Crore of the company is only) divided into

20,00,000(Twenty Lakhs only) equity shares of Rs.10/- (Rupees Ten only) with the power to increase or reduce the capital for the time being and to divide the shares into different several classes and to attach thereto such preferential, differential, qualified or special rights or privileges or conditions and to vary, modify or abrogate any such rights or privileges or conditions as may for the time being and to consolidate or sub-divided the shares and to issue shares of higher or lower denominations. B. Paid up capital of the company shall be minimum Rs.5, 00,000/- (Rupees Five Lakh only).

The company Act, 1956


COMPANY LIMITED BY SHARES