Memo

0.6 G 9 Memorandum of Association of Haryana Agro-Industries Corporation Limited Ve CILN CILE P CT L AN MEMORANDUM OF ASSOCIATION OF THE HARYANA AGRO INDUSTRIES CORPORATION LIMITED ‘The name of the Company shall be **The Haryana Agro Industries Corporation Limited”.

The Registered office of the Company will be situated in the State of Haryana.

A.The main objeets to be pursued by the Company on its Incorporation and objects anciliary to the attainment of the main objects arc as under:-

(1) Toundertake, assist, aid, finance and promote agro-industrics, such as Pouliry, Dairy, Land Development and Seed and other agro based industries and manufacture agricultural implements, agricultural machinery and other material and equipment required for these industrics in Haryana and in India and to sell the product of these industrics.

(2) To organize. conduct or manage engincering or repair shop or workshops of all descriptions and to manufacture, import, export. buy. sell or otherwise deal in workshops machinery, agricultural machinery implements, machines. tools and metals of all kinds.

(3) To promote or conduct any agricultural, commercial, or industrial enterprise, establishment, company or concem () Toacquire. purchase. give or sell implements. machinery. equipment, appliances, tools ete., either on hirepurchase system or on payment by installments as may be of interest o the Company.

(5) Totransactand carry on all of the kinds of Agency business of any other company or concern and to do and perform any all of the several duties, services and authorities appertaining o such officers, respectively, and 10 comply with and become bound by all restrictions, limitations and conditions appertaining to such offices respectively or imposed by the terms of any agreement or agreements entered into for any of the purposes aforesaid (6] To employ distributors, commission agents and to provide for the remuneration of such persons for their services by paymentin cash or by the issue of shares. debentures or other securities of the Company.

(7 To manufacture, buy, sell exchange, install, work, alter, improve, manipulate, prepare for market, import or export and otherwise deal in all kinds of plant and machinery, wagons, rolling stock, apparatus, tools, utensils, substances, materials and things, necessary or convenient for carrying on any of the business the Company is authorized to carry on or which is usually dealtin by persons engaged in such business.

(8, To apply for tender, purchase, or otherwise acquire any contract. concessions for or in relation to the CONSIRUCtioN, executions, carying out, equipment, improvement, management, administration or control of works and conveniences and to undertake, execute, carry out, dispose of, or otherwise tumn to account the same

(9) To acquire any shares, stocks, debentures, debenture stock, bonds, obligations or securities by original subscriptions participation in syndicates, tender, purchase, exchange or otherwise and to subscribe for the same, cither conditionally o otherwise and 1o guarantee the subscription thercof and to exercise and enforce allrights and powers conferred by orincidental to the ownership thereof.

(10)To carry on the business of setting up, managing. operating, maintaining, the efficient retail network in public and privare scctor by owning/licensing/leasing/franchising 1o provide general public with quality consumable goods/healthcarc products at best prices through procurcment from agriculturists, agency business, other businesses including service related vendors and also includes imports, marketing, warchousing, cold storage, logistics, adverising, conceptualization, implementation, operation, leasing, modifications, alterations, quality labs and other activities incidental thereto,

(1) To provide consultancy services including plan, design, develop, establish, provide, maintain and perform engincering, technical, financial, management and all other connccted advisory for development of processing units and description including but not limited to survey of all types, feasibility report, detailed project reports, techno ceonomic investigations, site sclections. supply of basic engineering and detailed design and working drawings, training personnel, use of information technology, application of GPS including but not limited to navigation, vehicle tracking. procurement and retail management system, customer information system. automated revenue collection system, warehousing management system, warchousing management system, sccurity and surveillance to improve the efficiency for own business and otherwise.

B. Otherobjects notincluded in clause TIIA.

(1) Toacquire and deal in and with the following property:- () Thebusiness, property and liabilities of any company. ~ cooperative society, firm or persons carrying onany business. which the Company is, authorized to carry on.

(i) Lands,buildings, basements and other interests in immovable property.

(iii) Plant, machinery, personal estate and effects.

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(iv) Patents patent rights, inventions, discoveries or designs (V) Shares, stocks orsccuritics in any company carrying on any business which this Company isentitledto % carry on or of any other company or undertaking. the acquisition of which may scem likely or calculated directly or indirectly to promote or advance the interests of the Company or be advantageous or beneficial to the Company and (o continue to hold any shares in any such Company hercafter acquired by the Company and to sell or dispose of and transfer any such shares, stocks or securities

(vi) o purchase, take on lease or acquire by exchange, on hirc or otherwisc, absolutely or conditionally solely or jointly with others any property rights of privileges which Il!c Company may think necessary or canvenient for the purposes of its business, and make contruct, maintain, work, hire, hold, improve, alter, manage, let, sell, dispose of, exchange, carry out or conirol factorics, sheds, garages, accommodation of all kinds for land traffic lands, buildings, pipc-lln{s. warehouses, wnrk%hops‘ machinery. And apparatus, privileges or rights of any description orkind and other conveniences which may be caleulated directly or indirectly to advance the Company’s interestand to contribute to subsidize or othenwise assist or take part in the construction, improvement maintains, working, management, carrying out or control thercof.

() Toperformordoall orany ofthe following operations acts, deeds or things:- () Tosell, ket disposc of or grant rights overall or any property of the Company.

(i) Toereetbuildings plantand machinery for the purposes of the Company.

(i) To undertake payment of all rents and performance and obscrvance of all covenants, conditions and agreements contained in or reserved by any leases or leases which may be granted or assigned 10, or may be otherwise acquired by the Company, (i¥) To borrow maney or o receive money on deposit cither without security or secured by debentures stock (perpetual or terminable). mortagage or other scurity charged on the undertaking or all or any of the assets of the Company including its uncalled capital and to inereasc, reduce or pay off any such securities, provided that the Company shall notcarry on the business of Banking.

(v) Tolend money with or without securities to partics having dealings with the company and to invest money of the Company in such manner (other than in the share of this Company) as the Company may think fit and to sell. transfer or deal with the same. provided that the Company shall not carry on the business of Banking

(vi) Toenterin to partnership o any arrangement for joint working sharing or pooling profit, amalgamation, union of interest, co-operation. joint venture. reciprocal concession or otherwise or to amalgamate with any person or Company carrying on, engaged in or about to carry on engage in any busincss undertaking or transaction which may scem capable of being carried on or conducted so as directly or indirectly to benefit the company.

(vil) To sell or disposc of the undertaking of the Company and all or any of the property or effects of the Company for cash or for stock, shares, or securitics of any ofher Company or for other consideration as Company may think fitand in particular forshares, debentures or securities of any other Company having objects, altogether o in part similar to those of this Company.

(viii) To establish, provide, maintain and conduct or otherwisc subsidisc in India, cducational and training institutions rescarch laboratories and experimental workshops for scientific and technical researches, experiments and tests of all kind, to promote studics and rescarches, both scientific and technical investigations and discoveries by providing, subsidising, endowing or assisting laboratorics, workshops, librarics, lectures, meetings and conferences and (o cnier inio any agrecment with Government or any other party for the purposes aforesaid.

(ix) To obtain, apply for or arrange for the issue or enactment of an Order or Act of Legislature or Act of Authority in India for enabling the Company to obtain powers, authoritics, protection and financial and other help necessary or cxpedient to carry out any of the objects of the Company or for any other purpose which may scem expedient and to oppose any proceedings or applications or any other endeavars, steps or measures which seem calculated directed or indircetly to prejudice the Company's infercst.

(x) o enter into any agreement with the Government of India or of a State or with authorities, supreme national local, municipal or otherwisc or with land holders, or with any persons for the purpos of dircetly or indircetly carrying out the objects of the Company o any of them or furthering the interests of the Company, subsidies, or its members and to obtain from any such Government, authority o persons any charters, subsidics, loans, indemnitics, grants, contracts, decrces, rights, sanctions, privileges, liceees or concessions whatsocver (whether statutory or otherwise) which the Company may think desirable blo obiain and carry out and do excrcise, and comply with any such arrangements, charters, grants, contracts, decres, right, sanctions, privilcges, licences or concessions and the terms an conditions thercof and in particular 10 comply with any conditions for the sharing of profits of the Company with any such Government, authority of persons or for distributing dividends on shares of the Company.

(xi) To provide for the amelioration and welfare of persans employed or formerly employed by the Company and the wives, familics, dependents Or connections of such persons by building of contributing (0 the building of houses, dwellings. by grant of money. persons, allowances, bonus or other payments or by creating and from time to time subscribing or contributing to a Provident Fund and establishing and maintaining other Associations. Institution Funds o Trusts of by helping persons employed by the Company to effect or maintain insurance on their lives by

(xii)

(i)

(xiv) ()

(xvi)

(xvii)

(xviii)

(xix)

(xx)

(xxi)

(xxii) (oxii)

(xxiv) contributing to the payment of premium orotherwise.

To apply the assets of the Company in any way in or towards the cstablishment, maintenance or CX‘EI;”;ig'II of any Association, Institution or Fund in any way connected any anculnr mdedt‘ar business or with trade or commerce generally including any association, institution or fund for the protection of the interests of masters owners and cmployers against loss by bad debts, strikes, combinations, fire accidents or otherwisc.

In winding up, to distribute any of the property of the Compan;

kind.

To undertake a systematic study of supply and production trends in the agro-indu:

interest to the Company.

To pay for any properties, rights or privileges acquired by the Company, Company. or partly in shares and partly in cash orothenwise.

To create any reserve fund, sinking fund, insurance fund or any special or other fund whether for repairing, improving, extending or maintaining any of the property of the Company of for redemption of debentures or redeemable prefercnce shares or for special dividends or crops insurance fund etc for the welfare of farmers or equalizing dividends or for any A_nher purpose whatsoever, and to transfer any such fund or part thereof toany of the other funds herein mentioned.

y among the members in specie or strial activities of cither in shares of the To make, draw, accept, endorse, discount, execute, and issue cheques, promissory notes, bills of lading, warrants. debentures and other negotiable or transferable instruments.

To accumulate funds and to invest or otherwise employ moneys belonging to or with the Company iin the purchase or acquisition of any shares, securities or other investment whatsoever, whether movable or immovable upon such terms as may be thought proper and from time to time to vary all orany such investments in such manner as the Company may think fit.

To promote, subscribe for, underwrite, purchase or otherwise acquire and to hold, dispose of and deal in the shares, stocks, securities and evidences of indebtedness or the rights to participate in profits or other similar documents, issued by any Government authority, corporation, local body, any company or body of persons, and any options or rights in respect thereof.

To adopt such means of making known the business of the Company or of any company in which this Company is interested as may seem expedient.

To pay all the costs, charges and expenses of and incidental to the promotion, formation, registration and establishment of the Company and the issuc of ts capital and remunerate or make donations (o (by cash or other assets or by the allotment of fully or partly paid shares or by a call or option on shares debentures, stock or securities of this or any other Company or in any other manner, whether out of the Company's capital or profits or otherwise) any person o persons company for services rendered or to be rendered in the conduct of ts business or in introducing any property or business (o the company or for any other reason which the Company may think proper.

To guarantee the payment of money sceured by or payable under or in respect of promissory notes, bonds, debentures, debenture stock, contracts, mortgages, charges, obligations, instruments and securitics of any company or of any authority, supreme, municipal, local or otherwise or of any person whosoever, whether incorporated or not incorporated and generally to guarantee or become suretics, for the performance of any contracts o obligations.

To dedicate, present or otherwise dispose of either voluntarily, with or without consideration, or for value any property of the Company deemed to be national, public or local interest, to any national trust, public body, museum, corporation or authority or any trustees for or on behalf of the same or ofthe public.

To establish and maintain agencies, branch places and local registers to procure registration or recognition of the Company and to carry on business in any part of the world and to take such steps as may be necessary to give the company such rights and privileges in any part of the world as are possessed by local companies or partnerships or as may be thought desirable.

(3) To do all such other things as are incidental or conducive to the attainment of the above objects VI through whatsoever agency. And it is hereby declared that the word Company in this clause except where it refers to the Haryana Agro-Industrics Corporation Limited shall be deemed to include any partnership or other body of persons whether incorporated or not whether domiciled in India or elsewhere and the intention is that the objects specified in each paragraphs of this clause shall, except where otherwise cxpressed in such paragraphs, be in no-wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

‘The objects of the company extended to Haryana and other States in India and any part of the world.

The liability of the members is limited.

‘The share capital of the Company is rupees ten crores divided into ten lacs (10,00,000) equity v shares of Rs, 100 cach with the rights, privileges and conditions attached thereto as are provided the Articles of Association of the Company for the time being into severl classes and to attach, thereta respectively such preferential. deferred, qualified or special rights, privileges or conditiong as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify, or abrogate any such rights, privileges or conditions in such mattey as may be provided by the Articles of Association of the Company but subject always to the provisions of the Company Act L of 1956 including amendments thereto from time to time.

e » m - _ ‘ We the several persons whose namies and addresses are subscribed are desirous of being formeg intoa 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 our respective names:— Names, addresses, designation and occuption of subscribers Number of shares taken by cach subscriber Signature of cach subscriber Witness to Signature S 3 4 " Govemorof Hanana Shri R. N. Chopra, 1.A.S.. son of Shri Kanshi Ram Chopra.

Commissioner. Agricultural Production and Rural Development and Secretary to Government Haryana, Agriculture Department, 74, Sector 5. Chandigarh Shri B.S. Manchanda, 1.A.S, son of Shri G.S. Manchanda, Commissioner for Planning and Finance. Haryana Government, 140, Sector 8-A, Chandigarh Shri PN. Sahni, LAS., son of Shri Gurdas Ram Sahni, Director of Industries and Additional Seccretary to Haryana Govemment, Industries and Industrial Training Department, 594, Sector 16-D, Chandigarh Shri Rattan Singh Dayal, son of Risaldar Ram Singh, Director, Animal Husbandry, Haryana, 1523, Sector 18-D. Chandigarh Total 4996 shares of Rs. 100 cach (Four thousand nine hundred and One share of Rs. 100 each One share of Rs. 100 each One share of Rs. 100 each g One share of Rs.

cach -.5,000shares (Five thousand shares) S$d/-R. N. Chopra Commissioner, Agricultural Production and Rural Development Haryana and Secrefary to Government, Haryana, Agriculture Department.

For and on behall of Govemorof Haryana Sd/-R.N.Chopra Sd/- B.S. Manchanda Sd/-PN. Sahni Sd/- Rattan Singh Sd/- Vincet Nayyar, Deputy Secreary, Development-l 1o Haryana Goveny.

ment Sd/-Vineet Nayyar, Deputy Secretary, Development-1 to Haryana Government Sd/-Vineet Nayyar, Deputy Secretary.

Development-l to Haryana Government Sd/-Vineet Nayyar, Deputy Secretary, Development-| {0 Haryana Government Sd/- Satya Bhushan, Superintendent, F.C.'s Office Haryana Dated this Day of 29th March 1967 7N NI N HEND Articles of Association of Haryana Agro-Industries Corporation Limited et 1 ARTICLES OF ASSOCIATION OF THE HARYANA AGRO-INDUSTRIES CORPORATION LIMITED.

INTERPRETATION Inthese Articles unless the context otherwise requires :—

(a)"The Company" means the Haryana Agro-Industrics Corporation Limited.

(b)"The Act" means the Companies Act (I of 1956), as amended from time to time.

(¢)"The Director" means the Director for the time being of the Company and includes an ex Officio Director.

(d)"Month" meansa month reckoned according to British Calendar.

(¢)"The Office™ means the Registered Office for the time being of the Company.

(f) "Register” means the Register of Members to be kept pursuant to the Companies Act, 1956.

(2)"The Seal" means the Common Seal of the Company.

(h)"Dividend" includes bonus.

(i) "The Governor” means the Governor of Haryana.

+/(§) i. "TheChairman” means the Chairman of the Board of Directors for the time being of the Company.

(j) ii. "Vice Chairman" means Vice-Chairman of the Board of Directors for the time being.

(K)"Writing" shall include printing and lithography and any other mode or modes of representing or reproducing words ina visible form.

(1) Words importing the singular numberonly shall include the plural numberand viceversa.

(m) Words importing masculine gender only shall include the feminine gender.

(n) Words importing person shall include corporations and bodies corporate.

Subject as aforesaid, any words or expressions defined in the Act shall except where the subjector context forbids bear the same meaning in these Articles.

Subject as hereinafter provided the regulations contained in Table A being Schedule I of the Companics Act, 1960 (hereinafier referred to as Table A) shall apply to Company, in so faras they may be applicable toa private Company.

The regulations for the management of the Company and for the observance of the members thereof and their representatives shall, subject as aforesaid and to any exercise of the statutory powers of the Company in reference to the repeal or alteration of or addition to its Articles of Association by Special Resolution...as prescribed or permiticd by the Act, be such asare contained in thesc Articles.

The Company is a private company within the meaning of Section 3 (1) (111) of the Companies Act, 1956 and accordingly -

(a)restricts the right (o transfer its shares, in the manner and to the extent hereinafter appearing;

(b)limits the number of its members tofifty not including -—

(i) persons whoare inthe cmployment of the company; and

(if) persons who having been formerly in the employment were members of the company, while in that employment and have continued to be members after the employment ceased; and

(c)prohibits any invitation to the public to subscribe for any share in or debentures of the company.

Provided that where two or more persons hold one or more shares in the company jointly, they shall for the purposes of this definition, be treated as a single ‘member.

SHARE CAPITAL The capital of the Company is rupees ten crores Shares of rupees one hundred each.

Subject to the provisions of the Act and these Articles and to the policy directions of the Governor, the shares shall be under the control of the Board of Directors who may allot or otherwise dispose them of to such persons on such terms and conditions as they think fit.

No, shares shall be offered for subscription to the public or any other Corporate body except an Institution sponsored by the State or Central Government.

ed into ten lacs Equity Interpretation Clause.

"The Company".

"TheAct".

"The Directors".

"Month".

"Office".

"Register".

"The Seal".

"Dividend".

"The Governor".

"The Chairman".

“The Vice-Chairman”.

“Writing".

"Number".

"Gender".

"Persons".

"Expression in the Act to bear the same meaning in Articles".

Table'A’toapply.

Company to be governed by these articles.

€Company to be a Private Company.

Capital.

Allotment of shares.

Directors may allot shareas fully paid up.

Acceptance of Shares Retum of Allotment Deposit and Calls. etc 10 be debt payable immediately Instalments on shares 10 be duly paid Register of Members Register of Members opento inspection.

The Company 1o send extracts of register, etc.

Shares may be issued subject 1o different conditions as to calls, elc.

Company not bound to recognize any interest in shares other than that of the registered holders.

Company's funds may not be applied in purchase of or lent on shares of the Company.

Call.

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10

20.

21 2 The shares shall be payableas under - — wWithapplication Rs. 25/- per share Onallotment i S provisions of the Actand these Article .\w:':iy'.:'.‘:'\w.y'. the capital of the Company as payment or part payment for any business) sold or transferred, goods o property (including goodwill of any « ervices rendered to the Company in or about the machinery supplied or for services ren iy fn.or s formation or promotion of the Company or the conduct ofits 55 and any <hares which may be so allofted may be issucd as fully paid up or partly paid up othenwise than in cash, and if so issued, shall be deemed to be fully paid up o partly paid up sharcs as aforesaid. » No shares shall be allatted toa minor or toa person of unsound mind.

(1) The subscribers of the Memorandum of the Cnmpnny_shnll be dcc'm:d tohave agreed to become members of the Company, and on its registration shall be entered as members in its Register of Members, 2) Every other person who agrees in writing to become a member of the (c\zmpm\,{ oo ol g ered in is Register of Members, shall be 5 member of the Company.

As regards all allouncnts made from fime to time, the company shall duly file with the Registrar of the Companics a return of allotment as required by section 75 of the Act The money (ifany) which the Dircctors shall on the allotment of any shares being made by them, required or dircct to be paid by way of deposit, call or otherwise, in respect of any sharesallotted by them, shall, immediately on the entry of the name of the allottee in the Register of Members as the holder of such shares, become a debt due to and recoverable by the Company, from the allottee thereof and, shall be paid by him accordingly.

1f by the conditions of the allotment of any share of the whole or part of the amount or issue price thereof shall be payable by instalment, every such instalment shall when due be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the share or his legal representative.

The Company shall cause to be kept a Register of Members and an Index of Members inaccordance with the Act.

The Register of members and the Index of members shall be open to inspection of members without any payment and to inspection of any other persons on payment of rupee onc or such lesser sum as the Company may prescribe for each inspection. Any such member or person may take extracts therefrom.

Rs. 25/- per share the Dircetors may allotang The Company shall send to any member on request extracts of the Register of Members or of the list and summary required under the Act on payment of thirty-seven paise for every hundred words or fractional part hereaf. The extracts shall be sent within a period of ten days, exclusive of non-working days and days on which the transfer books of the Company are closed, commencing on the day next afler the day on which the member's request is reccived by the Company.

Where any calls for further share capital are made on shares, such call shall be made on a uniform basis on all shares falling under the same class.

The shares of the same nominal value on which different amounts have been paid upshall not be deemed to fall under the same class, Save as herein otherwise provided the Company shall be entitled to treat the person whose name appears on the Register of Members as the holder of any share as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or as by law required) be bound to recognise any benami trust or equity or cquitable contingent or other claim 1o or interest in such sharc on the part of any other person whether or not it shall have express or implied notice thercof.

No parts of the funds of the Company shall be employed i n loan upon the security of its own sr.mys employed in the purchase of or CALLS The Directors may from time to time make such call. i : m s as they think fit upon the medmbers in respect of all moneys unpaid on the shares held ;yy them Rspel::lvcly and not by a conditions of allotment thereof made payable at fixed times. Each

2.

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25.

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30, 31 3 member shall pay the amount of every call so made on him to the Company at the times and places specificd by the Directors.

(D)1fa sum called in respect ofa share is not paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at five per cent per annum or at such lower rate, if any, as the Board may determine.

(2) The Board shall be at libes part.

The Directors may, 'ty (o waive payment of such interest wholly or in if they think fit, reccive from any member willingto advance the same. all or any part of the moncys unpaid in respect of the shares held by him beyond the sums actually called for; and upon the money so paid in advance or so much thercof as from time o time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate not exceeding, unless the Company in general meeting shall othenwise direct, six per cent perannum, as the member paying such sum in advance and the Directors agree upon; or the Directors may agree with such member that the member may participate in profits upon the amount so paid or satisfied in advance and the Directors may at any time repay the amount so advanced upon giving (o such member three month's notice in writing.

Any moncy due from the Company to the sharcholder may without the consent of shareholder be applied by the Company in or towards payment of any money due from him to the Company for calls or otherwise.

CERTIFICATES The certificates of title to share shall be issued under the seal of the Company, which shall be affixed in the presence of :i—

(i) two Directors (one of whom shall be the Managing Director of the Company): and

(ii)the Secretary or some other person appointed by the Board for this: purpose.

The two Directors and the Secretary or other person shall sign the share certificates. It shall be a condition of issue of shares that the certificate of such shares shall be ready for delivery within three months of the allotment or within two months after application for registration of the transfer of such share, as the casemay be.

Every member shall be entitled without payment to one certificate for all the shares registered in his name or if the Directors so approve (upon paying such fee or fees orat the discretion of the Director without payment of fees as the Directors may from time to time determine) to several certificates each or one or more shares. Every centificate of shares shall specify the number and denoting number of the shares in respect of which it s issued and the amount paid thereon, Ifa share certificate is defaced, lost or destroyed it may be renewed on payment of such fee, if any, notexceeding fifty paise, and on such terms, ifany, as to evidence and indemnity and the payment of out-of-pocket expenses incurred by the Company in investigating evidence as the Directors may think fit.

FORFEITURE, SURRENDER AND LIEN 1famember fails to pay any call on or before the day appointed for the payment of the same the Directors may at any time thereafier during such time as the call or any part thereof remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest that may have accrued.

The notice shall name a day not being less than fifteen days from date of receipt of the notice, on or before which the payment required by the notice is to be made.

The notice shall also state that in the event of non-payment on or before the day so named the shares in respect of which the call was made will be liable to be forfeited.

Ifthe requirements of any such notice as aforesaid are not complied with, any of the shares in respect of which such notice has been given, may at any time thereafter before the payment required by the notice has been made be forfeited by aresolution of the Directors to that e ffect.

When any share has been so forfeited, an entry of the forfeiture with the date thereof shall be made in the register of members.

Interest on calls.

Payments in anticipation of calls may carry interest.

Money due to shareholder by the Company.

Certificate of Shares.

Member's right to certificates.

Issue of new certificates in place of one defaced lost or destroyed.

Ifcall or instalment not paid, notice must be given.

Form of notice.

In default of payment shares to be forfeited.

Entry of forfeiture in Register of members.

R =~ Forfeited shares 1o be property of the Company ‘and may be sold ete Power 1o annual forfernure Sharcholders still Table 10 pay money owing at time of forfeiture and interest Declaration of torfeiture Provision regarding forfeiture 1o apply in the case of nonpayment of sums payable ata fixedtime Register of Transfers.

Forms of Transfers.

To be executed by transferor and transferec Transfer and Transmission of Shares.

Custody of ransfer.

Closure of transfer books.

Transfer of shares on the death of Members.

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29

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41 i M h 1 " A forfeited share may be sold, otherwise disposed of on such terms ang jp, sy manner asthe Directors may think fit share 5o forfeicd shall have begy ! before any The Directors may at any time befc forfeiturc. on such termg. o b or otherwise disposed of annul the may think it been forfeited shall cease to be a member in reg, vhose shares have been forfei 2 c ring frfi??fi.?c?{;‘fid‘,‘f. but shall, notwithstanding Ihc[flFrS-Ich remain ligjg pay to the Company all moneys which at the date T o c.r I:"CI _wbc»,l? Preseny payable by him to the Company in respect of the shares. Tl cdm iy of sy persons shallcease, ifand when the Company shall have received paymentin orallsuchmoneys in respect of the sharcs. ettt verified declaration in writing that the declarant is a irector, p (rv:l:v/\\n::r'.\orlhc seerctary of the Company, and that a sharc n: xlhlc Company been duly forfeited on a date stated in the declaration shall be conclugjy, evidence of the facts therein stated as against all persons claiming to be entitlegy, the share. ‘

(2)The Company may reccive the consideration, ifany, given r:r the share on any salc or disposal thercof and the Dircctors may empower of authorise any of 10 exceute a transfer of the share in favour of the person to whom the share is sojg ordisposed of.

(3) The transferce shall thercupon be registered as the holder of the share.

(4) The transferee shall not be bound to see to the application o{ the purchase moncy. if any, nor shall his title to the share be nffepud by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the shares.

The provisions of these articles as to forfeiture shall apply in the case of nop.

payment of any sum which, by the terms of issue of share, become payable ata fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.

TRANSFER AND TRANSMISSION OF SHARES The Company shall keep a "Register of Transfers” and therein shall fairly and distinctly record the particulars of every transfer of transmission of any share.

The instrument of transfer of any share shall be in writing in the prescribed fom No.7-B, pursuantto Section 108 (IA) of the Act.

Every such instrument of transfer shall be duly stamped and signed both by the transferor and transferce and the transferor shall be deemed to remain the holder of such sharc untl the name of the transferee is entered in the Register of Members in respect thereof.

The right of members to transfer their shares shall be restricted as follows :—

(a) A share may be transferred by a member or other persons entitled to transfer only toa person approved by the Governor of the State holding shares.

(b)Subject as aforesaid and subject (o the provisions of section 111(8) of the Act the Dircctors may, in their absolute and uncontrolled discretion, refuse to register any proposed transfer of shares, he instrument of ransfor shall afler registration be retained by the Company and shall remain in its custody. All the instruments of transfer which the Directors may decline to register shall on demand be returned o the persons depositing th¢ same. The Dircctors may cause to be destroyed all transfer deeds lying with 4 Company afler such period as prescribed, The Directors shall have power on giving seven days notice by advertisementsS required by Scetion 154 of the Act to close the rcgii'lser of members or debenm® ;\;‘mt}en (;l'wpplny hfursuch period or periods of time not exceeding the W! > rlods of ° ‘m: 11n= ays in cach year but not excceding thirty days at a time as they ™

(i) On the death of a member, the survivor o surviv o 0] : 3 rors where the members W Jon]nl-holdu', andhis legal representatives where he was a sole-holder, shall be 1 S person recognised by the Company as having any tile to his intercst it Nothing in the above clause shall release the estate of ajoint- holder from &% Transfer of shares of Insolvent Member.

The Company not liable for disregard of'a notice prohibiting registration of transfer.

Increase of Capital On what condition new share may be issued When to be offered to existing member.

Same as original capital Reduction of Capital Consolidation, Division and subdivision Power to modify rights.

44,

4s.

46.

47

48.

49.

50.

S1.

52.

5 liability in respect of any share which had been jointly held by him with other persons.

The provisions of regulations 25 to 28 of Regulations of Table A appended to the Act. shall apply in so far as these relate to the transmission of share of a deceased memberora person declared insolvent by a court of competentjurisdiction.

The Company shall incur no_liability or responsibility what-so-ever in consequence of the Directors' registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register of Members) 1o the prejudice of persons having or claiming any cquitable right, title or interestto or in the said shares notwithstand- ing that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required to regard o attend or give effect to any such notice which may be given to it of any equitable, right title or interest or be under any liability whatsoever for refusing or neglecting so to do though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto, if the Directors shall so think fit.

INCREASE, REDUCTION AND ALTERATION OF CAPITAL Subject 1o the approval of the Governor, the Dircctors may, with the sanction of the Company in General meeting, increase the share capital by the creation of new shares of such amount as the resolution shall prescribe.

Subject to such direction as may be issued by the Governor in this behalf and subject to the provisions of the Act, new shares shall be issued upon such terms and conditions and with such rights and privileges attached thereto as the general meeting resolving upon the creation thereof shall direct and if no direction be givenasthe Directors shall determine.

Provided that no shares (not being preference shares) shall be issued carrying voting rights or rights in the Company as to dividend, capital or otherwise which are disproportionate 10 the rights attaching to the holders of other shares (not being preference shares) The new shares (resulting from an increase of capital as aforesaid) may be issued ordisposed of in accordance with the provision of Article 11, Except 50 far as otherwise provided by the conditions of issue or by these Articles, any capital raised by creation of new shares shall be considered part of the original capital and shall be subject to the provision herein contained with reference to the calls and instalments, transfer and transmission, forfeiture lien surrender, voting and otherwise.

Subject to the provisions of Section 100to 105 of the Actand to such directions as maybe issued by the Govemor in this behalf, the Company may from time to time by Special Resolution reduce its share capital (including the Capital Redemption Reserve Fund, ifany), in any way authorised by law and in particular may pay off any paid-up share capital upon the footing that it may be called up again or otherwise and may ifand so farasis necessary,alterits memorandum by reducing theamount ofits share capital and of its shares accordingly.

Subject to the approval of the Govemor, the Company may in General Mecting alter the conditions ofits Memorandum as follows :

(a) Consolidate and divide all and any of its share capital into shares of larger amounts than its existing shares,

(b)Sub-divide shares or any of them into shares of smaller amounts than originally fixed by the Memorandum subject nevertheless to the provisions of clause (d)of sub-section (1) of section 94.

(c) Cancel any shares which at the date of passing of the resolution, have not been taken or agreed tobbe taken by any person.

MODIFICATION OF CLASS RIGHTS ital of the Company by reason of the issue of preference divided into different classes of shares, all or any of the rights and privileges attached o each class may subject to the approval of the Government and also the provisions of Sections 106 and 107 of the Act be varied with the consent in writing of the holders of not less than three fourths of the 53 s i

59.

60.

61.

6 ial Resolution passed ata S:pdcgllnms of that class and l}l ral Meeting shall mutatis 'm thereof shall bentofthe issucd shares of that class or with the sanction of & separate Generl Meeting of the halders of the issu the provisions hercinafter contained as to Gene mutandis apply to every such meeting except that the QUorit PAEECC members holding or represeating by proxy one-fifth of the nomin issuc of shares of that ¢ BORROWING POWERS !

292 and 293 of the Act and subject 10 i r s i g ¢ 1o time, borrow and/or approval of the Governor, the Directors may, from time Sronn socure the payment of any sum or sums ofmoney for the purpose ! e by means ofa resolution passed ata meeting of the Board.

The Directors may subject to the approval ul'll‘\;: Govern payment of such sum or sums in such manner and upon suc nall respects as they think fitand in particular by the issuc of bonds pcrpc"::'hz:

redeemable debentures or debenture stock or any mortgage oF charge of 2 the security on the undertaking of the whole or any part of the ‘pror'c“'yh"“mc Company (both present and future) including its uncalled capital for the being .

Any bends, debentures, debenture stock or other securites issued or 10 be issued by the Company shall be under the control of the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider beneficial to the Company.

Debentures, debenture stock, bonds or other securities may be made assignable free from any cquities between the Company and the person to whom the same may be issued Subject to the provisions of the Act and the approval of the Governor, any bonds, debentures, debenture stock or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawingsand allotment of shares.

Ifany uncalled capital of the Company is included in or charged by any mortgage or other security, the Directors may be instrument under the seal authorise the person in whose favour such mortgage or security is executed or any other person in trust for him make calls on the members in respect of such uncalled capital and the provisions herein before contained in regard to calls shall mutatis mutandis apply to calls made under such authority and such authority may be made exerciseable either conditionally or unconditionally and either presently or contingently and either to the exclusion of the Director’s power or otherwise and shall be assignable if expressed soto be.

If the Directors or any of them or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Directors may execute or cause 1o be executed any mortgage charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or persons so become liable as aforesaid from any loss in respect of such liability.

The Directors shall cause a proper register to be kept in accordance with the provisions of Section 143 of the Act of all morigage debentures and charges specifically affecting the property of the Company and shall cause the requirements of Sections 124-144 of the Act in that behalf to be duly complied with so far as they fall to be complied with by the Company.

GENERAL MEETING The first annual general meeting of the Company shall be held within a period of not more than eighteen months from the date of its incorporation. The Compan;

shall in each subscquent year, hold in addition to any other mecting, anmuat general meeling and shall specify the meeting as such in the notice calling it and not more than fificen months shall elapse between the date of one annual general meeting of the Company and that of the next, except, when for any special reas o the time for holding the annual general meeting (not being the first annual geneor:i meeting) has been extended by the Central b Excsing thrcéonths: 4 Govemment by a period not The above-mentioned mecting shall be called Annual General Me;

other General Meetings shall b called Extraordinary General Me?!i:ne::g and all Every annual general meeting shall be called for a time during busines. s «dny that is nota public holiday and shall be held sithe af s 1OUTS, 0n atthe registered Office of the Company or at such other place as the Central Government ce o this behalf. it may approve in Subject to the provisions of section or raise and secure the h terms and conditions Powerto borrow, Conditions on whigy money may p, borrowed.

Bonds, debenture etc. 1o be subject g control of Directors, Securities may e assigned free fron equities.

Issue at discount, etc, or with specia| privileges.

Mortgages 10 uncalled capital.

Indemnity may be given.

Register of mortgage tobekept.

General Meetings.

e Annual return.

Directors may call Extraordinary Meetings.

Calling of Extraordinary General Mceting on requisition Notice of meeting tobe given Shorter notice by consent.

Omission (o give Rotice not to invalidate resolution passed.

Quorum.

Business of ordinary mecting.

e Right of the Governor to appoint any person ashis representative.

62.

63.

64

66.

67.

68.

69.

70.

7 An annual return prepared in accordance with Section 159 of the Act, along with the certificate referred o in Section 161 of the Act shall be filled with the Registrar of Companies within sixty days from the day on which the general meeting is held The Directors may call an Extraordinary General Meeting whenever think fit.

(i) Subject to the provision of Section 169 (4) (a) of the Act the Directors shall on the requisition of the holders of not less than onctenth of the paid up share capital of the Company upon which all calls or othcr sums then due have been paid forthwith, proceedto call an Extraordinary General Mceting of the Company.

(ii)The requisition must state the objeets of the meeting and must be signed by the requisitionists and deposited at the Registercd Office of the Company and may consist of scveral documents in like form, cach signed by one or more requisitionists. In case of joint holders of sharc all such holders shall sign the requisition.

GiD1f the Dircctors do not proceed within twenty-one days from the date of the deposit of the valid requisition being so deposited to cause & mecting to be called on a day not later than forty-five days from the date of deposit of the requisition, the requisitionists or a majority of them in value may themseives call the meeting butin either case, any mecting, so called, shall be held within three months from the date of the deposit of the requisition.

(iv) Any meeting called under this Article by the requisitionists shall be called in the same manner as nearly as possible, as that in which meetings are to be called by the Dircctors.

(v) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to call a meeting shall be repaid to the requisitionists by the Company and any sum too repaid shall be retaincd by the Company out of any sums due or to become due from the Company by way of fees o other remunerations for their services 1o such of the Directors as werc in default.

Twenty-one days' notice at least of cvery General Meeting Annual or Extraordinary and by whomsoever called specifying the date, hour and place of the meeting and with a statement of the business to be transacted at the meeting (and in case it is proposed to pass a Special Resolution the intention to propose such resolution as a Special Resolution) shall be given to the persons entitled under and in the manner provided by the Act and these Articles.

With the consent of all members entitled to receive notice of a meeting or to attend and vote atany such meeting a meeting may be convened by giving shorter notice than twenty-one days.

The accidental omission to give notice 1o or the non-receipt thereof by any member shall notinvalidate any resolution passed at any such meeting.

Two members present in person shall be a quorum for a general meeting, The business of an annual general meeting shall be to receive and consider the profit and loss account, the balance sheet, and the report of the Directors and the Auditors, to declare dividends, and to appoint directors in the places of those retiring. All other business transacted at such meeting and all business transacted atan extraordinary meeting shall be deemed special

(i) The Governor, so long, as he is a share-holder of the Company, may from time 1o time appoint one person (who need not be a member of the Company) to represent him atall or any meeting of the Company.

(ii)Any person appointed under Sub Article (i) of this Article who is personally present at the meeting shall be deemed to be a member entitled to vote and be present in the person and shall be entitled to represent the Governor at all or any such meetingsand to vote on his behalf whether on a show of hands or on poll.

(iii) The Governor may, from time to time, cancel any appointment made under clause (i) of this Article and make fresh appointment.

(iv) The production at the meeting of an order of the Govemor evidenced as provided in the Constitution of India shall be accepted by the Company as sufTicient evidence of any such appointment or cancellation as afforesaid.

(v)Any person appointed by the Govemor under this Article may if so authorised by such order, appoint a proxy, whether specially or generally.

n .

7.

74

75.

76.

7.

78.

79.

80.

81

82.

83.

No business shall be discussed at any General Meeting except the election of a Chairman whilstthe Chairis vacant.

The Chairman of the Board of Directors shall be entitled to take the (_:huirnvcvcry General Mceting. If there be no Chairman or if at any meeting he is nol present within fifteen minutes afier the time appointed for holding such mecting or is unable fo be present duc to illness or any other cause or s unwilling to act, the Deputy Chairman, if any, shall preside at the meeting. If there is no DFP“()’ Chairman or if at any meeting he is not present or is unwilling to act as Chairman then the Directors present may choosea Chairman and in default of their doing so the members present shall choose one of the Directors to be Chairman and if no Directors present be willing to take the Chair, the members present shall choose oncaoftheirmembers to be Chairma 17 within fifteen minutes afer the time appointed for the holding of a General Mecting a quorum be not present, the meeting if convened on the requisition of share-holders shall stand dissolved and in any other case shall stand adjourned to the same day in the next week atthe same time and place or to such other day, time and place as the Dircctors may by notice to the sharc-holder appoint. If at such adjoumed meeting a quorum be not present, the member present shall be 2 quorum and may transact the business for which the meeting was called.

The Chairman with the consent of the meeting may adjoum any meeting from time to time and from place to place.

No business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. K Atany general meeting a resolution put to the vote of the meeting shall be decided onashow of hands, unless a poll is before or on the declaration of the result of the show of hands, demanded by a member present in person or proxy or by duly authorised representative and unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried unanimously or by a particular majority or lot, and an entry to that effect in the minutes book recording the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the vote recorded in favour of oragainst that resolution.

Ifa poll is demanded as aforesaid, it shall be taken in such manner and at such time and place as the Chairman of the meeting shall direct and cither at once or afieran interval or adjournment and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn.

In the 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 take place or at which the poll is demanded, shall be entitled to a casting vote in addition to his own vote to which he may be entitled as a member.

Any poll duly demanded at any General Meeting on the election of a Chairman of the meeting or on any question of adjoument thereof shall be taken at the said meeting.

The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

Minutes shall be made in books provided for the purpose of all resolutions and proceedings at General Meetings and any such minutes, if signed by any person purporting to have been the Chairman of the meeting to which it relates or by the person presiding as Chairman at the next succeeding meeting, shall be receivable as evidence of the facts therein stated without further proof.

The books containing minutes of proceedings of General Meetings of Com shall be kept atthe Registered Offce of te Company and siall guring benrers, hours (subject to such reasonable restrictions as the Company in General Meeting may from time to time impose so that not less than two hours in each day 1o allowed for inspection) be open to the inspection by any member without Ty Any member shall atany time afier seven days from the meeting be entit fur:jsh:d within seven days afler he has made a request in gm beh:;dmm ;

Company with a copy of any minutes referred to above at a charge not ex; cesding 37 paise forevery 100 words.

Business confip, election of g, M whilstchair vacgny Chairman of Mecting. e Proceeding e quorum not presey, Chairman wig, consent may. adjoun meeting.

Business at adjoumeq meeting.

What is to be evidence of the passing of Resolution where pol| notdemanded.

By whom poll may be demanded.

Motion how decidedin case of cquality of votes.

In what cases poll taken without adjournment.

Demand for poll notlo prevent transaction of other business.

Minutes of Geners!

Meeting.

Inspection of Minulé Books.

Copies of minutes Votes Voting by a representative of a member company on show of hands No member to vote unless calls are paid up.

Votes in respect 1o shares of deceased insolvent members.

Qualification of proxy.

Votes may be given by proxy orattorney.

Appointment and qualification of proxy.

Deposit of instrument ofappointment Custody of the instrument.

84

8s.

86.

87.

88.

89,

90.

91.

92 VOTES OF MEMBERS On a show of hands, every member entitled to vote and present in person or by a representative shall have one vote and upon a poll, every member entitled to vote and present in person or by representative, attomey or proxy shall have one vote forevery share held by him.

Any member, who is a company represcnted by n representative duly authorised by a resolution of the Directors of such Company in accordance with the provisions of Section 187 of the Act, may vote on a show of hands as il he was a member of the Company. The production at the meeting of a copy of such resolution duly signed by one Director of such company and certified by him as being a true copy of the resolution shall at the meeting be accepted by the Company as sufficient evidence of the validity of his appointment.

Subject to the provisions of the Actno member shall be entitled to be present or to vole at any General Meeting either personally or by proxy or attorney for any other member or be reckoned in a quorum whilst any call or other sum shall be overdue and payable to the Company in respect of any of the shares of such member for more than one month, Any person entitled under the Transmission Clause (Article 43 hereof) to transfer any shares may vote at General Meeting in respect thereof as if he was the registered holder of such sharcs provided that at least 72 hours before the time of holding the meeting or adjouned mecting as the case may be at which he Proposes to vote he shall satisfy the Directors of his right to transfer such shares unless the Directors shall have previously admitted his right to vote at such meeting in respect thereof.

No person shall be appointed proxy who is not a member of the Company and qualified 10 vote save that a corporation being a member of the Company may appoint as its proxy one of its directors or officers though not a member of the Company. A proxy shall not have the right to speak at the meeting. No attorney shall be entitled to be present or vote on behalf of a member of the Company unless at least seventy-two hours before such meeting, such attorney was, and at the date of such meeting, is a member of the Company but this prohibition shall notapply toany attorney who isa director or officer of the company.

Votes may be given whether on a show of hands or on a poll either personally or (subject to the provisions of Article 85) by attorney or proxy or in case of the Govenor, a body corporate including a company by a representative duly authorised as aforesaid.

The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney or if such appointer is a company or body corporate, of a person duly authorised in that behalf, or under the hand of its attorney who may betheappointer.

Theinstrument appointing a proxy and the power of attomey or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the office of the Company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing 2 proxy shall remain valid afier the expiration of twelve months from the date of its execution except in the case of the adjournment of any mecting first held previously to the expiration of such time, An attorney shall not be entitled to vote unless the power of attomey or other instrument appointing him or notarially certified copy thercof has either been registered in the records of the company at any time not less than forty-eight hours before the time for holding the meeting at which the attorney proposes to vote or is deposited at the office of the Company not less than forty-cight hours before the time fixed for such meeting as aforesaid. Notwithstanding thata power of attorney or other authority has been registered in the records of the Company, the company may by notice in writing addressed to the member or the attomey require him to produce the original power of Attomey or authority and unless the same is thereupon deposited with the Company the attomey shall not be entitled to vote at such meeting unless the Directors in their absolute discretion excuse such non-production and deposit.

If any such instrument of appointment be confined to the subject of appointing proxy or substitute for voting at meetings of the Company it shall permanently or for such time as the Directors may determine, remain in custody of the Company and if embracing other objects a copy thereof, examined with the original, shall be delivered to the Company to remain in the custody of the Company.

‘W 10

93. Every instrument of proxy for a specified meeting or otherwise shall, as nearly as circumstances will admit, be in the form or to the effect followin;

Haryana Agro-Industries Corporation Limited I/we, a member of Haryana Agro Form of proxy.

Industries Corporation Limited, do hereby appoint_______ of (or failing him) of as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual/Extra ordinary General Mecting of the Company 10 be held on the day of 19 at any adjournment thereof.

As witness my hand this dayof 9 the said.

Signed by:

94. Avote given inaccordance with the terms of an instrument of proxy shall be valid Validity of votes given notwithstanding the previous death of the principal o revocation of the proxyor by pro X T of any power of attomey under which such proxy was signed or the transfer of the withstanding death of share in respect of the vote is given provided that no intimation in writing of the ~ memberetc.

death, revocation or transfer shall have been received at the office of the Company before the meeting 95, Noobjection shall be made to the validity of any vote exceptatthe meetingorpoll Time for objections to at which such vote shall be tendered, and every vote whether given personally or ~ Votes.

by proxy not disallowed at such meeting or poll, shall be deemed valid for all purposes of such meeting or poll whatsoever.

96 The Chairman/Vice-Chairman of any meeting shall be the sole judge of the ~ Chairman of any validity of every vote tendered at such meeting. The Chairman/Vice-Chairman ~ Meeting o be the present at the taking of a poll shall be the sole judge of the validity of every vote judge of validity of any tendered at such poll. VoS

97. Any member whose name is entered in the Register of Members of the Company ~ Equal rights of shall enjoy the same rights and be subject to the same liabilitics as all other ~ members.

members of the same class.

DIRECTORS

98. (a) The Governor shall, from time to time, determine the number of Directors of the Company which shall be not less than two and not more than twelve.

(b) The Directors shall not be required to hold any qualification shares.

99. (a) The ex-officio Directors shall be appointed by the Governor and shall be paid ~ Numberof Directors.

such salary and or allowance as the Govemor may from time to time determine.

Subject to the provisions of section 314 of the Act, such reasonable additional remuneration as may be fixed by the Govemor may be paid to any one or more of the Dircctors for extra or special services rendered by him or them or otherwise;

(b) The Govemor may from time to time appoint Chairman and Vice-Chairman of the Board of Directors and determine the period for which he is to hold his office;

(¢) The Govemor shall have power to remove any ex-officio Director including the Removal of Directors.

Chairman, if any, and the Managing Director from office at any time in his absolute discretion;

(d) The Govemor shall have the rightto fill any vacancy in the office of the ex-officio Directors caused by removal, resignation, death or otherwise.

Number of Directors.

100. (a)(i) For the conduct and management of the busincss of the Company in Appointment of general subject (0 the control and supervision of the Board of Dircctors the Managing Directors.

Govemor may empower the Chairman nominated under Article 99(b) to exercise the functions of the Managing Director or appoint subjcct to the approval of State Govemment, one of the Directors to be the Managing Director who will be the Chief Executive Officer of the Company. The Govemor may also appoint one or more of the Directors to be an Executive Director or Executive Directors. The functions, duties and responsibilities of an Executive Director shall be such as ‘may be determined by the Governor from time to time on the recommendation of the Board of Directors.

(ii) The Managing Dircctor so_appointed shall be paid such salary and allowancesas may be fixed by the Governor.

(b) Subject to the provisions of sub-section 197-A of the Act, the Board of General Manager o Directors may appoint General Managers or Managers or Financial Adviserand Manager or Fo. ané Chief Accounts Officers or other Officers for such term and at such remuneration CAG asitmay think fitand may, from time totime, remove him or them from office and appoint another or others in hisor their place or paces.

Director may contract with Company and vole in respect of any contract in which he is interested.

Registerof Contracts.

101.

102, 103, () 0] 104,

10s.

1 (€) Subject to the approval of the Govemor, the Board may from time to time Snirust 1o and confer upon the Managing Director such of the powers as it may thinlk fit and may confor such powers for such time and to be exercised for such ub_.ccl.\ and purposes and upon such terms and conditions and with such resrictions as the Board may think expedient and may from time to time revoke, withdraw,alter or vary all or any such powers.

The Chairman/Vice Chairman shall reserve for the decision of the Governor any proposalsor decisions made by the Dircctors in respect of the following i— (@) Winding up ofthe Company.

(b) Any other matter which i the opinion of the Chairman/ViceChairman be of suchimportance as deserves the approval of the Governor.

No action shall be taken by the Company in respect of any proposal or decision, made by the Dircctors, reserved for the approval of the Governor until his approval (o the same has been obtained. The Govenor shall have the powet 1o modify such proposal or decision of the Directors.

Theoffice of a Director shall become vacant ifi—

(a) heis found to be of unsound mind by acourt of competent jurisdiction; or

(b) heapplics to de adjudicated an insolvent; or (¢) heisadjudged an insolvent,

(d) he absents himself from three consecutive meetings of the Directors or from all meetings of the Directors for a continuous period of three months, whichever isthe longer, without obtaining leave of absence from the Board, he (whether by himself or by any person for his benefit or on his account or any firm in which he is a partner or any private company of which he is a member of Director) accepts a loan or guarantee from the company in contravention of Section 295 of the Act, or heacts in contravention of section 297 and 299 of the Act, or he suspends payment to or compounds with his. creditors, or heresigns office by notice in writing addressed to the Company or to the Board, he is convicted by a court in India of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than. six months, he fails to pay any call in respect of the shares of the Company held by him whether alone or jointly with others within six months from the last date fixed for the payment of the call unless the Central Government has by notification in the official Gazette removed the disqualification incurred by such failures, hebecomes disqualified by an order of court under section 302 ofthe Act, he is removed in pursuance of section 284 of the Act.

Subject to the restrictions imposed by these Articles and the Act the observance and fulfilment thereof, no Director shall be disqualified by his oftice from contracting with the company either as vendor, purchaser, agent, broker or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the company in which any Director shall be in any way interested be avoided nor shall any director, so contracting or being so interested beliabletoaccount to the Company for any profit realised by any such contractor arrangement by reason only of such Director holding that office, or of the fiduciary relation thercby established, but it is declared that the nature of his interest must be disclosed by him at the meeting of the Directors at which the contract orarrangement is determined on: ifhis interest then exists or inany other case at the first meeting of the Directors after the acquisition of his interest and that no director shall, as a director, vote in resj pect of any contract or arrangement in which he is so interested, and if he does vote his vote shall not be counted.

Provided that the Directors or any of them, may vote on any contract of indemnity against any loss which they or any one or more of them may suffer by reason of becoming or being sureties or a surety for the Company. A general notice that any Director is a member of any specified fimm or a Director or member of any specified Company, and is to be regarded as interested in any subsequent transaction with firm or company, shall be sufficient disclosure under this nmgl:, and after such general notice, it shall not be necessary to give any special notice relating to any particular transaction with such firm or company.

The Company shall keep a Register in which shall be entered particulars of all contracts or arrangements in which any Director is concemed or interested directly or indirectly as required by the provisions of the Act.

M 2

106.

107.

108,

109.

110.

12.

13.

114,

116.

7.

118.

A Director of this Company may be, or become a Dircclor of any Company promoted by this Company or in which it may be interested as a vendor, mermber or otherwise and no such Director shall be accountable for any benefits reccive as Dircctor or member of such Company.

i The Company shall not make any foan or guarantee any loan made to a Director of the Company or to a firm of which such Dircctor is a partner or 1o a private company of which such Dircctor is amember or Director.

The Directors shall meet together for the despatch of business once at lcas_l in every three months and at least four such meetings shall be held in every year. The Dircctors may adjourn and otherwise regulate their meetings and proceedings as they think fit _ One-third of the total strength of Directors (any fraction contained in that onethird being rounded off as one) or two Dircctors whichever is higher shall be 2 Quorum ofameeting of the Directors.

ADirector who isat any time not in India shall not during such time be entitled to notice of any such meeting, Questions arising at any meeting of the Directors shall be decided by a majority of votes, and in case of any equality of votes, the Chairman of the meeting shall have asecond or casting vote.

All mectings of the Directors shall be presided over by the Chairman if present, and if at any meeting, the Chairman is not present, the Vice-Chairman, if any, shall preside and if at any meeting the Vice-Chairman be also not present at the time appointed for holding the same, the Directors shall choose one of them presentto preside at the meeting.

Ameeting of the Directors for the time being at which a quorum is present shall be competent o exercise all or any of the authorities, powers and discretions by or under the Articles of the Company for the time being vested or exercisable by the Directors gencrally.

‘The Directors may, subject to the provision of Section 292 of the Act delegate any of their powers, to Committees consisting of such member or members of their body as they think fit, and they may from time to time revoke such delegation.

Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors.

‘The meetings and proceedings of any such Committee consisting of two or more members shall be governed by the 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 under the last preceding Articles. The proceedings of such a Committee shall be placed before the Board of Directors at its next meeting.

. Subject to the provisions of section 289 of the Act, a resolution in writing approved by such of the Directors as are then in India or by a majority of such of them as are entitled to vote on the resolution shall be as valid and effectual as if it had been passed atameeting of the Directors duly called and held.

All acts done by the Directors, or by a Commitiee of Directors o by any persons acting as a Dircctor shall be valid, not with-standing that it shall after-wards be discovered that the appointment of such Directors or persons acting as aforesaid, was invalid by reason of any defect or disqualification or had terminated provided that nothing in this article shall give validity to acts done by a Director after his appointment has been shown to be invalid or to have terminated.

The Directors shall cause minutes to be made in books provided for the purpose:—

(a) ofall appointments of officers made by the Directors.

(b) of the names of the Directors present at each meeting of the Directors and of any Committee of the Directors;

(c) ofall resolutions and proceedings at all meetings of the Company, and of the Directors, and of the Committees of Directors, and every Director present at any meeting of Directors or Committee of Directors shall sign his name in a book to be kept for that purpose.

All such minutes shall be signed by the Chairman of the meeting as recorded. or by the person who shall preside as Chairman at the next succeeding meeting and ail minutes purported to be so signed shall for ll purposes whatso-cver be Prima facie evidence of the actual passing of the resolutions recorded and the actual and regular transaction OF occurrence of the proceedings so recorded and of the regularity of the meeting at which the same shall appear to have taken place.

Directors ma Directors % Companics proy by the Company, ¢ Ge LoanstoDirectors, (i Di Meeting of Direg andQuorum, S Directors nor entitieg '© tonotice.

Question at Boarg meeting how decided, Who is to preside a T meeting of the Board, C u Quorum competent to exercise powers.

Directors may appoint committee.

T d Meeting of Committees how to be governed.

1 Resolution without Board meeting valid.

Acts of Board or Committees valid not with-standing ~defect ofappointment.

Directors to cause minutes 10 be made in the books.

By whom minutes 0 be signed and the effects of minutes recorded.

y General powers of Company vested in Dircctors.

Specific powers given to Directors.

Tomake bye-laws Toacquire property.

Capital Works undertaking of.

To pay for property in debentures, etc.

Toinsure property etc.

Toopen accounts.

To secure contracts by mortgage.

To accept surrender of shares.

Toappointed trustees.

To bring and defend Action, 119, 120, 13 POWERS OF DIRECTORS The business of the company shall be managed by the Directors who may pay all expenses of getling the company registered and may exerciscall such powers and do all such acts and things as the company is by its Memorandum of Association or othenwise authorised to exercise and do and are not hereby or by statute directed of required to be exercised or done by the Company in General Mecting, but subject nevertheless to the provisions of the Act and of the Memorandum of Association and these Articles and to any regulations not being inconsistent with the Memorandum of Association and thesc articles from time to time made by the Company in Genernl Meeting provided that no such regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

Without prejudice to the general powers, conferred by the last Preceding Article and the other powers conferred by these Articles the Directors shall have the following powers:—

(1) From time to time make, vary and repeal bye-laws for the regulation of the business ofthe Company, its officers and servants;

(2) Topay and charge o the capital account of the Company any interest lawfully payable thereout under the provisions of the Act;

(3) To purchase or otherwise acquire for the Company any property rights or privileges which the Company, is authorized to acquire at such price and generally on such terms and conditions as they think fit;

(4) To authorise the undertaking of works of a capital nature subject to the condition that all cases involving a capital expenditure exceeding Rs. 50 lakhs shall be referred to the Governor for approval before authorisation; but in case where detailed project reports have been prepared with estimates of the diffierent component parts of the Projects and duly approved by the State Government, the Board shall be fully competent to authorise the undertaking of all works covered under the approved estimates including variations not exceeding ten per cent of any particular component without further reference tothe Governor;

(5) At their discretion to pay for any property or rights acquired by or services rendered to the company, either wholly or partially in cash, or in shares, bonds debentures, debenture stock or other securities of Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; any such bonds, debentures, debenture stock or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged;

(6) To insure and keep insured against loss or damage by the fire or otherwise for such period and to such extent as they may think proper, all or any part of the buildings, machinery goods, stores, produce and other movable property of the Company, either separately or conjointly: also to ensure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power;

(7) To open accounts with any bank or bankers or with any Company, firm or individual and to pay money into and draw money from any such account from time to time as the Directors may think fit;

(8) To secure the fulfilment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company and its unpaid capital for the time being or in such other manner as they think fit;

(9) To attach to any shares to be issued as the consideration or part of the consideration for any contract with or property acquired by the Company, or in payment for services rendered to the Company, such conditions as to the transfer thereof as they think fit.

(10) Toaccept from any member on such terms and conditions as shall be agreed asurrender of his shares or stock or any part thereof.

(11) To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company or in which it is interested, or for any other purposes and to execute and do all such acts and things as may be requisite in relation to any such trust and provide for the remuneration of such trustee or trustees.

(12) To institute, conduct, defend, compound, or abandon any legal procecdings 14 " i or otherwise concerning (he affair:

ime for payment or d and allow ums Bt the by or against the Cump«v;y orits ofl'lc:;

50 to comy Sacion s et oot sFony i o demand Company;

(13) To refer any claim or demand by or against the company to observe and perform the awards; ) -

(149) To act on behalf of the Company in all matiers relating to ban insolvents; ‘ spayable

(15) To make and give receipts, releases and other discharges for moneys pi to the Company and for the claims and demands of the Company; . &

(16) To determine from time to time who shall be entitled to sign on the arbitrationand Toreferto arbitration, pis and To give receipt.

To authorig, eques, acceptance, etc. Company's behalf bills, notes, receipts acceptances, cndorsements, cheqy dividend warrants, releases, contracts and documents; . aich o invistsiohy

(17) To invest and deal with any of the moneys of the Company not immediately Py p ras required for the purpose thercof, upon such securitics and in such manner they may think it and from time to time to vary or releasc such investments;

(18) To exccute in the name and on behalf of the Company in favour of allyl :(; B’;I'.Vl:ld:::l‘fl;'}’ by Director or other person who may incur or be about to incur any personal y 3 liability for the benefit of the Company such mortgages of the Company's property (present and future) as they think fit, and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed on;

. (19) Subject to the approval of the Governor, to give to any Director, officeror Togive percentage.

other persons employed by the Company an interest in any particular business or transaction either by way of commission on the profits thereon or otherwise or a share in the general profit of the Company, and such nterest, commission or share of profits shall be treated as a part of the working expenses of the Company;

(20) To provide for the welfare of employees or ex-employees of the Company Togive bonus. or of its predecessors in business and the wives, widows and families or dependents or connections of such employecs or ex-employees, by building or contributing to the building of houses or dwellings or by grants of money, pensions, allowances, by bonuses, profit sharing bonuses or benefit of any other kind or by creating and from time to time subscribing or contributing to provident and other associations, institutions, funds, profit sharing or other schemes, or trusts or by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and any other form of assistance, welfare or relief as the Directors shall think fit.

(21) To subscribe or otherwise to assist or to guarantee money to charitable To subscribe to benevolent, religious, scientific, national public or any other institutions or Charitable and other objects, or forany exhibition; funds. (22) Before recommending any dividend to set aside out of the profits of the To create depreciation Company such sums s they may think proper for depreciation or 1o ang other funds. Depreciation Fund. Reserve or to Reserve Fund, or Sinking Fund, Insurance Fund or any special or other fund to meet contingencies of to repay redeemable Preference Shares, debentures or debenture stock, and for special dividends and for equalising dividends and for repairing. improving, extending and maintaining any part ofthe property of the Company. and oy such other purposes, as the Directors may, in their absolute discretion think conducive to the interest of the Company; and to invest the several sums so setaside or so much thereof as required to be invested upon such mvestmonss (subject to the restrictions imposed by the Act) as the Directors may think fit; and from time to time to deal with and vary such investments and dispose of the above-mentioned funds, including the Depreciation Fund. i of the Company o in the purchase or payment of redecmat e Preference N R pividend to be paid onlyoutof profit.

Toappointofficers.

To comply with local Laws.

To establish local Boards.

Toappointattorneys.

Toenter into contracts.

121.

Seal.

Paymentofinterestout 122 of capital.

15 dl;creli«)n topay orallow to the credit of such fund interest at such rate as the Directors may think proper not exceeding six per cent per annum;

(23) Subject o the provisions of Section 205 of the Act, dividend shall not be declared, for any financial year, except out of the profits of the Company for the year arrived at afier providing for depreciations in accordance with the provision for Sub-scction (2) of that Section or out of the profit of the Company for any previous financial ycar or years arrived at after providing for dl:[_vrccinliun in accordance with those provisions and remaining undistributed or out of both;

(24) To appoint and at their discretion remove or suspend such Secretaries, Officers, Clerks, agents and servants as they, may, from time to time, think fit and to determine their powers and dutics and fix their salaries or emoluments and require security in such instances and to such amounts as they may think fit. And also without prejudice as afore-said from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in such manner as they think fit and the provisions contained in Sub-clauses 26 and 27 following shall be without prejudice to the general powers conferred by this Clause;

(25) To comply with the requirements of any local law which in their opinion it shall in the interest of the Company be necessary or expedient to comply with;

(26) From time to time and at any time 1o establish any Local Board in any specified locality in India or elsewhere and to appoint any persons to be members of any Local Board and to fix their remuneration and from time to time and at any time to delegate to any person so appointed any of the powers, authorities and discretions for the time being vested in the Directors, other than their powers to make call and issue debentures and to authorise the ‘members for the tiie being of any such Local Board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies, and any such appointment or delcgation may be made on such terms and subject o such conditions as the Directors may think fit, and the Directors may at any time remove any person so appointed, and may annul or vary any such delegation.

(27) Subjectto the provisions of Section 202 of the Act at any time and from time.

to time by Power of Attorney to appoint any person or persons to be the attorney or attorneys to the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as the Directors may from time to time think fitand any such appointment (if the Directors think fit) may be made in favour of the members or any of the members of any Local Board established as aforesaid in favour of any company or the members, Directors, nominees or managers of any company or firm or otherwise in favour of any fluctuating body or person whether nominated directly or indirectly by Directors and any such power of attoney may contain such powers for the protecting or convenience ofpersons dealing with such attorneys as the Directors may think fit:

(28) Subject to section 292 of the Act, to sub-delegate all or any of the powers, authorities and discrections for the time being vested in the Directors subject to the ultimate control and authority being retained by them;

(29) To enter into such negotiations and contracts and rescined and vary all such contracts and execute and do all such acts, deeds and things in the name of and on behalf of the Company as they may consider expedient for o in relation to any of the matters aforesaid or otherwise for the purposes of the Company, provided that in respect of all commercial contracts to be concluded with foreign parties, prior approval of the Govemor shall be obtained before the contract is finalised.

(i) The seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors and except in the presence of at least one Director or such other person as the Board may appoint for the purposes ; and the said Director or the person aforesaid shall sign every instrument to which the seal of the Company is so affixed in his presence.

(ii) The Board shall provide for the safe custody of the seal.

INTEREST OUT OF CAPITAL Where any shares are issued for the purpose of raising money fo defray the expense of construction of any works or buildings, or the provisions of any plant.

‘which cannot be made profitable for a long period, the Company may pay interest <o much of that share capital as is for the time being paid up for the period and 123

127. 3

128.

129.

130.

131.

132

133.

134 by section 208 of the Act and subject to the conditions and restrictions provided 2 he work or building or the may charge the same to capital as part of the cost of Pprovisions of plant.

imitations or special The profits of the Company subject to any restrictions and limitations or specil Fights relating thereto creaied o authorised fobe created by the Memorandu of by these Artcles shall be divisible among the members in proportion (& e amount of capital paid up on the shares held by them respectivel y.m 0] always tht (subject s aforcsaid) any capital paid p on ashare during the period i respect of which a dividend is declared shall, unless the Directors of cN: pd determine, only entitled the holder of such share to an apportioned amount such dividends as from the date of payment, - Where capital is paid up in advance of calls upon the footing that the same shall cary interest, such capital shall not, whilst carrying interest confer a right 10 participate in profits.

- The Company may pay dividends in proportion to the amount paid up or credited as paid up on each share, where a large amount is paid up or credited as paid up on some shares than on others.

- On the recommendation of the Directors, the Company in General meeting may, with the approval of the Govemor, declare a dividend to be paid to the meml?ers according to their respective rights and interest in the profits and may fix the time for payment, No dividends shall exceed the amount recommended by the Directors but the Company in General Meeting may declare a lesser dividend. No dividend shall be payable except out of the profits of the year or any other undistributed profits, and no dividend shall carry interest as against the Company. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.

The Directors may, from time to time, pay to the members such interim dividends asintheir judgement the position of the Company justifies.

The Directors may retain the dividends payable upon shares in respect of which any person is under Article 43 hereof entitled to become a member until such person shall duly transfer the same.

Subject to the provisions of the Act no member shall be entitled to receive payment of any interest or dividend in respect of his share or shares, whilst any money may be due o owing from him to the Company in respect of such share or shares or otherwise either alone or jointly with any other person or persons; and the Directors may deduct from the interest or dividend payable to any member all sums of money so due from him to the Company.

A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.

Unless otherwisc directed any dividend may be paid by cheque or warrant sent through post to the registered address of the member or person entitled o in case ofjoint holder to that one of them first named in the Register in respect ofthe joint holding. Every such cheque shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant lost in transmission or for any dividend lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by any other means, Dividends unclaimed for one year after having been declared may be invested or otherwise used by the Directors for the benefit of the | Company until claimed and all dividends unclaimed for six years after having been declared may be forfeited by the Directors for benefit of the Company provided however, the Directors may atany time annul such forfeiture and pay any such dividend.

Any General Mecting declaring a dividend may make a call on the members for such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend and the dividend may, if so aranged between the Company and the members, be set offagainst the calls.

Division of Profis, Capital paid up j, advance at interesy toearn dividend.

Dividends i, proportion to amouy paid up.

The company j, General Meeting m, declare adividend.

Power of Directors limitdividends.

Interim dividend.

Retention of dividends until became member in respect of such shares or shall completion of transfer under Transmission Clause.

No member to receive dividend whilst indebted to the company and Company's right of reimbursement thereout.

Transfer of shares mustbe registered.

Dividends how remitted.

Unclaimed dividends.

Dividend and call together, Setofallowed.

L [ 1 Accounts.

Inspection by members of Accounts andof the Company.

Annual accounts and balance sheet.

Annual Report of Directors.

Particulars in Profit and Loss Accounts.

Balance-sheet and Other documents to be sent o the address of every member.

Copies of Balance % Profit and Loss “count and Auditor's Sport shal| wnhkems:m.m fied B

135.

136.

137.

138.

139.

14 141, S 17 ACCOUNTS The Directors shall cause to be kept proper books of accounts with respect to (a) all sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place ; (b) all sales and .purchases of goods by the Company and (c) the assets and liabilities of the Company ; and (d) particulars relating to utilisation of material or labour or to other items of cost as may be prescribed by the Central Government, if the Company is engaged in production, processing, manufacturing or mining activitis. The books of accounts shall be kept at the Registered Office of the Company or such other place or places as the Directors may think fit and shall be open to inspection by the Directors during business hours.

The Directors shall from time to time determine whether and to what extent and at what time and place and under what conditions the accounts and books of the company or any of them shall be open to the inspection of members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law orauthorised by the Directors or by the Company in General Meeting.

The Board of Directors shall at every annual general meeting held in each year in accordance with section 166 of the Act lay before the Company a balance sheetas the end of and profitand loss account for the period specified below :—

(a) In the case of the first annual general meeting of the Company, the period beginning with the incorporation of the Company and ending with a day ‘which shall not precede the day of the meeting by more than nine months,

(b) In the case of any subsequent annual general meeting of the Company, the period beginning with day immediately after the period for which the account was last submitted and ending with a day which shall not precede the day of the meeting by more than six months or in cases where an extension of time has been granted for holding the meeting under the second proviso to subsection (1) of section 166 of the Act by more than six months and the extension so granted.

The Directors shall make out and attach to every balance sheet a report with respect to the state of the Company's affairs, the amount, if any, which they recommend should be paidby way of dividend and the amount, ifany, which they propose to carry to the Reserve Fund, General Reserve or Reserve Account shown specifically in the balance sheet or to a Reserve Fund, General Reserve or Reserve Account to be shown specifically in a subsequent balance sheet. The report shall be signed by the Chairman of the Board of Directors on behalf of the Directors if authorised in that behalf by the Directors and when he is not so authorised, shall be signed by such number of Directors asare required to sign the balance sheet and the profitand loss account by virtuc of sub-sections (1) and (2) of Section 215 of the Act.

‘The profit and loss account shall, in addition to matters referred to in Section 211

(2) of the Act, show, arranged under the more convenient heads the amount of gross income, distinguishing serveral sources from which it has been derived and the amount of gross expenditure, distinguishing the expenses of the establishment, salaries and other like matters. Every item of expenditure fairly chargeable against the year's income shall be brought into accounts so that a just balance of profit and loss may be laid before the meeting and in cases where any item of expenditure which may in faimess be distributed over several years, has been incurred in any one year, the whole amount of such item shall be stated, together with a statement of the reasons why only a portion of such expend