Incorporated under the Companies Act, 2013 (1 of 2013)

Part IX-A

(Producer Company)

Company Limited by Shares

Articles of Association

of

PRERAKTA ASOMI MAHILA FARMERS PRODUCER COMPANY LIMITED

1. General
1.1. Wherever in the Act it is provided that the Company shall have any right,
privilege or authority if so authorised by its Articles, then by virtue of this Article,
the Company is hereby specifically authorised, empowered and entitled to have
such right, privilege or authority, as have been permitted by the Act without
there being any specific provision and or separate Article in that behalf herein
provided.
1.2. i.The Company is a producer company within the meaning of Section S814(l) of
the Companies Act, 2013.
ii. The Company is deemed to be a Private Company within the meaning of
section 581C(5) of the Companies Act, 2013 and accordingly,
a. Restricts the right to transfer its shares in the manner and to the extent
herein after provided;
b. Prohibits any invitation to the public to subscribe for any shares in, the
Company; and
c. Prohibits any invitation or acceptance of deposits from persons other than
its Members, directors or their relatives.
2. Definitions
2.1 In the Articles and the Memorandum of Association of the Company, unless the
context otherwise requires, words or expressions shall have the meanings as
provided below.

i. ‘Act’ means the Companies Act, 2013 (1 of 2013).

ii. ‘Active Member’ means a Member who fulfils the quantum and period of
patronage of the Company as laid down by the Board.
iii. ‘Articles’ means Articles of Association of the Company for the time being
in force.
iv. ‘Board’ or ‘Board of Directors’ means the board of directors of the
Company constituted under the provisions of the Act and the Articles.
v. ‘Chairman or Chairperson’ means Chairman of the Board of Directors,
for the time being of the Company.
 vi. ‘Chief Executive’ means an individual appointed as such under the
provisions of the Act.
vii. ‘Company’ means the Farmers Producer Company Limited, registered
under Part IXA of the Companies Act, 2013.
viii. ‘Director’ means the Director, for the time being of the Company.
ix. ‘Financial Year’ means the period in respect of which any profit and loss
accounts of the Company laid before it in Annual General Meeting is made
up.
x. ‘Limited Return’ means the maximum dividend, as laid down in the
Articles.
xi. ‘Member’ means an individual Producer or a Producer Institution
admitted as a Member of the Company.
xii. ‘Officer’ includes any Director or Chief Executive or Secretary or any
person in accordance with whose directions or instructions part or whole
of the business of the Company is carried on.
xiii. ‘Mutual Assistance Principles’ means the principles set out in Part IXA
of the Act, and as provided in article 3.
xiv. ‘Patronage’ means the extent to which a Member participates in the
business of the Company by quantity of commodity supplied and such
other criteria as may be decided by the Board from time to time.
xv. ‘Patronage Bonus’ means payments made by the Company out of its
surplus income to the Members in proportion to the value of their
respective Patronage.
xvi. ‘Primary Produce’ means commodity, vegetables, fruits or any other
produce arising from agriculture and any other product including by-
products of such produce, that would assist or promote any of the
aforesaid activities or anything ancillary thereto, and any activity which is
intended to increase the production or improve the quality thereto.
xvii. ‘Producer’ means any person engaged in production of any Primary
Produce in which the Company is engaged
xviii. ‘Producer Company’ means a body corporate having objects or activities
specified in the Act and registered as a Producer Company under the Act.
xix. ‘Producer Institution’ means an unincorporated institution having only
producer or producers as its Member, and agrees to make use of the
services of the Company.
xx. ‘Secretary’ means an individual appointed as such under the Provisions
of the Act.
xxi. ‘Withheld Price’ means part of the price due and payable for commodity
supplied by any Member to the Company; and as withheld by the Company
for payment on a subsequent date in the manner specified in the articles.

2.2 Interpretation

In the Articles unless the context otherwise requires:

 xxii. Words importing the masculine gender shall be taken to include feminine;
and
xxiii. The term ‘article’ refers to the specified provision(s) of the Articles hereof.

3. Mutual Assistance Principles

3.1. The Membership shall be voluntary and available to all eligible persons who
agree to make use of the services of the Company and are willing to abide by the
provisions of the Memorandum and the Articles of Association of the Company.
3.2. The Company shall be administered by a Board consisting of person selected or
appointed as Directors, and the Board shall be accountable to the Members.
3.3. There shall be Limited Return on share capital maximum to the Fixed Deposit
Rate for one-year period of largest Public Sector Bank as on 31 st March of every
Financial Year.

3.4. The surplus arising out of the operations of the Company shall be distributed
amongst the members as Patronage Bonus after providing for Limited Return on
share capital, transfer to reserves, providing for development of business,
education of members etc. as may be decided by the Board/General Body of
shareholders.
3.5. The Company may co-operate actively at local, national and international level
with other producer companies, cooperatives, other entities and organisations.

4. Membership
4.1. The Company may have individual Producers or Producer Institutions or a
combination of both as its Members as decided by the Board.
4.2. Qualifications and procedure for obtaining Membership
i. An individual woman Producer or a Producer Institution of women
engaged in production of commodity procured by Producer
Institution from her owned/leased land would be eligible for
applying for Membership of the Company. Membership shall be
limited to only one producer from each household.
ii. An individual Women Producer or a Producer Institution of women
desirous of becoming a Member of the Company shall apply in
prescribed application form to the Company and undertake in
writing to abide by the provisions of the Memorandum & the
Articles of Association of the Company. In addition, he/it will pay
a non-refundable admission fee, subscribe to equity shares of the
Company and satisfy other conditions laid down by the Board from
time to time.
iii. No person shall become a Member of the Company if,
a. he/she has any business interest which is in conflict with
business of the Company or
 b. he /she was in employment of the Company directly on its
rolls or through a Contractor or employed on contractual
basis with the Company for not less than consecutive six
months in any of the two financial years immediately
preceding the financial year or during the current financial
year in which he/she proposed to be enrolled.
iv. Such an individual Producer or a Producer Institution shall become
a Member after the Board of Directors passes a resolution
accepting his/its admission as a Member.

4.3 Conditions for continuation and cancellation of Membership

i. Membership shall continue as long as a Member does not fail to
meet the criteria as may be prescribed by the Board from time to
time.
ii. In addition, the Member is not eligible to continue as a Member, if:
a. the Member acquires any business interest which is in conflict
with the business of the Company.
b. the member is indulging / has indulged in an act which is
detrimental to the functioning of the Company or which has
damaged or likely to damage the interest and reputation of the
company.
iii. Any Member who is not eligible to continue as a Member shall be
served a written notice by the Company for removal as Member and
given an opportunity of being heard. The Member would need to
reply to the notice within the stipulated period as specified in the
notice. Such notice shall be sent by Registered Post to the Member
at his last known address and be deemed to be served five days after
posting. Thereafter, the Board shall take a decision in the matter.

4.4 Voting Rights of Member

i. In a case where the membership consists solely of individual producers,

the voting rights shall be based on a single vote for every Member, provided
that the member has sold minimum surplus as decided by the Board to
producer company in a previous year and further, to be eligible to vote for
election/appointment of director(s) representing a particular class of
members on the Board, member must have fulfilled all the patronage
criteria of that particular class during the previous year to which he/she
belongs. However, at the first Annual General Meeting of the Company
every member shall have a single vote.

ii. In a case where the membership consists of producer institutions only,

the voting rights shall be determined on the basis of patronage i.e. their
participation in the business of the Company in the previous year.
 Provided that during the first year of registration of the Company, the
voting rights shall be determined on the basis of the shareholding by such
producer institutions.
iii. In a case where the membership consists of both individual Producers and
Producer institutions, the voting rights shall be computed on the basis of
a single vote for every Member.

4.5 Price to be paid to the Members

i. The members shall be paid price for the agriculture commodities supplied
as per the guidelines framed by the Board.
ii. The Company may pay a differential price to its Members for the
procurement of commodity based on prevailing price in that area and any
other criteria as may be decided from time to time. The Company may pay
a lower price to its Non-members.
iii. A farmer may initially receive part of the price payable and due as may be
decided from time to time and the Withheld Price may be disbursed later
in cash or in kind or by allotment of equity shares in proportion to the
commodity supplied to the Company during the financial year or
otherwise, to such extent and in such manner and subject to such
conditions as may be decided by the Board.

Other Payment

iv. The Company may pay incentive/bonus to the members with such attributes
and to such extent and in such manner and subject to such conditions as may
be decided by the Board.

4.6 Information to Member

The Members may obtain information relating to the general business of the Company.

4.7 Active Member

The Board, if so desires, lay down the criteria with respect to quantum & period of
Patronage for an Active Member.

5. Funds

Funds may be raised by (i) issue of equity shares to Members, (ii) admission fee and
deposits from Members, (iii) loans and advances and (v) grants, aid, subsidies and
donations.

6. Share Capital
 6.1. The authorized share capital of the Company shall be as stated in clause VI of
the Memorandum of Association of the Company.
6.2. The share capital of the Company shall consist of fully paid-up equity shares
only.
6.3. The shares held by the Member in the Company, shall as far as may be, be in
proportion to his or its patronage.
6.4. The share capital of the Company shall be under the control of the Board who
may allot or otherwise dispose of the same to such members in proportion to the
Patronage, as far as may be, and on such terms and conditions against payment
in cash or kind or in lieu of the whole or part of the sale proceeds of produce or
products supplied by the Members, and at such times and for such
consideration as the Board may decide.
6.5. The Company may, by Ordinary Resolution:
a. increase the share capital;
b. consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;
c. sub-divide its existing shares or any of them, into shares of smaller
amount than is fixed by the Memorandum of Association, subject,
nevertheless, to the provisions of the Act; and
d. cancel any shares which have not been taken or agreed to be taken by any
person, and diminish the amount of its share capital by the amount of the
shares so cancelled.
6.6 The Company may reduce in any manner in accordance with the provisions of
the Act, (i) its share capital, (ii) balance in the securities premium account, (iii)
capital reserves, and (iv) reserves arising out of amalgamation, merger, division,
reorganization, reconstruction or in any other manner.
6.7 The Board may at any time decide to issue equity shares in a dematerialized
form, and also compulsorily convert the existing equity shares in a dematerialized
form.
6.8 The Company may purchase its own equity shares in accordance with the
provisions made under the Act.

7. Transfer of equity shares

Subject to the provision under Section 581ZC and Sec 581ZD of the Act, A Member may
transfer the whole or part of his /its shares to a Member after obtaining the prior
approval of the Board.

8. Surrender of equity shares

8.1 Where the Board is satisfied that any Member has failed to retain the
qualifications as a Member, the Board shall direct the Member to surrender his/its
shares to the Company at par value or such other value as may be determined by
the Board.
 8.2 The Member also, if so desires, apply to the Company to surrender his/its equity
shares. After the receipt of application from the Member, the Board may take a
decision in the matter. The Board shall prescribe the procedure for surrender of
equity shares.

8.3 A surrendered equity share shall be deemed to be the property of the Company
and may be sold to members or otherwise cancelled as the Board thinks fit.

Management of Producer Company

9. Board of Directors

9.1 The Company shall be governed by the Board consisting of persons elected or
appointed as Directors.

9.2 The Board of the Company shall have at least five and not more than fifteen
Directors. The Board may co-opt one or more Expert Directors with domain expertise
not exceeding one-fifth of the total number of Directors for such period as the Board
may deem fit.

9.3 The subscriber who have signed the Memorandum and the Articles of Association
have designated Five Directors, who shall govern the affairs of the Company until the
directors, who shall govern the affairs of the company until the directors are elected.
The election of Directors shall be conducted Within a Period of ninety days of the
registration of the company. Following shall be first Directors of the company

 Barnali Das
 Barnali Singha
 Beauty Sultana Barbhuiya
 Moon Moon Das
 Smriti Nath

9.4 The board shall from time to time with the approval of the General Body of
shareholders decide the criteria for categorizing members into different classes based
on patronage.

9.5 i. the numbers of positions on the Board representing each class of members, to
the extent possible shall be based on patronage of the respective class.

ii. Directors representing a particular class of members shall be elected/appointed from

amongst and by the respective class of members.

9.6 i. One fourth of total elected Directors shall retire by rotation at every Annual
General Meeting of the Company and the position vacated by rotational retirement shall
be filled up ensuring the representation in accordance with article 9.5.The directors to
retire by rotation at every annual general meeting shall be those who have been longest
in office since their last appointment, but as between persons who became directors on
the same day, those who are to retire shall, in default of and subject to any agreement
among themselves, be determined by lot.

ii. The vacant position on the Board as per 9.5 i. shall be filled based on the
recommendation of the Nominating Committee appointed by the Board.

iii. Every Director, who retires in accordance with the articles, shall be eligible for re-
appointment as Director. However, no person shall be elected / appointed as Director
for more than two consecutive terms. Such director shall be eligible for appointment
after the expiration of three years of ceasing to become a director. The appointment of a
Director under article 9.7 will not be counted as a term under that article.

9.7 To fill the vacant position(s) on the Board or otherwise, the Board may co-opt
Additional Director(s) or Director to fill the casual vacancy provided that the member
identified to fill the casual vacancy has fulfilled the membership continuation criteria,
at least for last two financial years and the Additional Director or Director so appointed
shall hold office till the next Annual General Meeting of the Company or for a shorter
period if the Board decides so at the time of appointment. However, such person cannot
be co-opted to fill the vacant position on the board in two subsequent years.

9.8 The Directors at its meeting shall elect a Chairman from amongst the Directors,
other than the Expert Director and the Chief Executive, for a period of four years. For
the election of the Chairman of the Company, the Expert Director and the Chief
Executive will not have voting rights.

9.9 The Chairman shall preside over the meetings of the Board. In his absence, the
Directors present shall elect one of the elected Directors to preside over the meeting.

9.10 A meeting of the Board shall be held not less than once in every three months and
at least four such meetings shall be held every year.

9.11 Notice of every meeting of the Board of Directors shall be given in writing to every
Director for the time being in India, and at his usual address in India to every other
Director.

9.12 The Chief Executive shall give notice as aforesaid not less than seven days prior to
the date of the meeting of the Board. Provided that a meeting of the Board may be called
at shorter notice and the reasons thereof shall be recorded in writing by the Board.

9.13 The quorum for a meeting of the Board shall be one-third of the total strength of
directors, subject to a minimum of three including the presence of at least one elected
Director and one Expert Director. Notwithstanding the above, the quorum for the
meeting of the Board of Directors shall not require the presence of the Expert Director
in case there is no Expert Director on the Board of the Company.
9.14 All the decisions of the Board shall be decided by a majority vote. Each Board
Member shall have one vote. In the case of equality of votes, the Chairman or the person
presiding shall have a casting vote.

9.15 No Director shall participate on any matter in which he/she has personal interest
except as a member.

9.16 An elected Director shall cease to be member of the Board on his/her losing the
status as a Member of the Company. Also, a Member shall not be eligible for
appointment as a Director on the Board or the office of the director shall become vacant
if:

i. he/she is convicted by a Court of any offence involving moral turpitude and sentenced
in respect thereof to imprisonment for not less than six months;

ii. the Producer Company, in which he/she is a director, has made a default in
repayment of any advances or loans taken from: any company or institution or any other
person and such default continues for ninety days;

iii. he/she has made a default in repayment of any advances or loans taken from the
Producer Company in which he/she is a director:

iv. the Producer Company, in which he/she is a director:

a. has not filed the annual accounts and annual return for any continuous three
financial years commencing on or after the 1 stday of April, 2002; or

b. has failed to, repay its deposit or withheld price or patronage bonus or interest
thereon on due date, or pay dividend and such failure continues for one year or more:

v. default is made in holding election for the office of director, in the Producer Company
in which he/she is a director, in accordance with the provisions of the Act and articles:

vi. the member has committed any act which has damaged the interest and reputation
of the Company;

vii. the members has willfully deceived the company

viii. the annual general meeting or extraordinary general meeting of the producer
company, in which he/she is a director, is not called in accordance with the provision
of this act except due to natural calamity or such other reason.

ix. she has failed to satisfactory complete the prescribed training programme, as
prescribed by the board from time to time, within six months of being elected/appointed
as a director. This training program is intended for quipping him/her with the requisite
skill sets and knowledge to satisfactorily discharge his/her responsibilities.
x. he/she has not passed at least 10th or equivalent standard from any recognize
educational institution. However this provision shall not be applicable for the first three
financial years after Incorporation of the company. This relaxation shall not be available
after the expiry of three financial years from the date of Incorporation.

xi. he/she is or becomes a member of any legislative body such as Parliament, State
Legislatures, Zilla Parishad / District Council, Gram/ Village Panchayat: or

Xii. he /she is or becomes an office bearer of any political party at any level i.e. village,
Taluka, District, State or National level: or

xiii. he/she is obtaining or have obtained any leadership position/post in any

Government, semi-government organization, Federation, Village Level Organization,
Farmer Producer Company, Cooperative or any organization of similar business in
nature for not less than consecutive six months in any of the two financial years
immediately preceding the financial year or during the current financial year in which
he/she proposed to participate in board member elections, can’t become a board
member.

xiv. he/she or his/her relative has or had any pecuniary relationship or transaction
directly or indirectly with company (except membership benefit).

9.17 The Directors may be entitled to such fees and allowances including travelling and
hotel expenses for attendance at the meetings of the Board and its Committees, if any
constituted by the Board in terms of provisions of section 581U of the Act, as may be
decided by the Board.

9.18 Powers and Functions of the Board

i. Subject to the provisions of the Act and the Articles, the Board shall exercise all such
powers and to do all such acts and things, as that the Company is authorised so to do.

ii. In particular and without prejudice to the generality of the foregoing powers, such
powers may include the following matters, namely:

a. determination of the dividend payable;

b. determination of the quantum of withheld price;

c. recommend patronage bonus to be approved at General Meeting;

d. admission of new Members;

e. pursue and formulate the organisational policy, objectives, establish specific long-
term and annual objectives, and approve corporate strategies and financial plans;

f. appointment of a Chief Executive;

g. approval of organization structure of the Company;

h. acquisition or disposal of property of the Company in its ordinary course of its

business;

i. investment of the funds of the Company in the ordinary course of its business;

j. sanction any loan or advance, in connection with the business activities of the
Company to any Member, not being a Director or his relative;

k. to constitute a Nominating Committee in terms of the provisions of section 581U of

the Act, to scrutinize applications received from eligible Members for positions on the
Board based on the defined criteria as approved in the General meeting and as provided
in these Articles, and accordingly recommend eligible members to the Board for its
consideration. In turn the Board, after due consideration in the Board meeting, shall
recommend Members for the position on the Board to be elected or appointed by the
Members in the Annual General Meeting; and

l. approve interim budget which shall form integral part of the budget to be approved
at Annual General Meeting (AGM);

m. take such other measures or do such other acts as may be required in the discharge
of its functions or exercise of its powers.

iii. The Board shall exercise its powers at its duly convened meeting where the required
quorum is present to transact the business.

9.19 Liability of Directors

i. When the directors vote for a resolution, or approve by any other means, anything
done in contravention of the provisions of the Act or any other law for the time being in
force or the Articles, they shall be jointly and severally liable to make good any loss or
damage suffered by the Company.

ii. The Company shall have the right to recover from its Directors:

a. Where such Director has made any profit as a result of the contravention specified in
the Act, an amount equal to the profit so made.

b. Where a company incurred a loss or damage as a result of the contravention specified

in the Act, an amount equal to that loss or damage.

iii, The liability imposed under article 9.19 (ii) shall be in addition to and not in
derogation of a liability imposed on a Director under any other provision of the Act or
any other law for the time being in force.
9.20 Removal of Director

A Director may be removed by simple majority of the Members present and voting at the
General Meeting in accordance with the provisions of the Act.

10. Chief Executive and his functions

10.1 The Company shall have a full time Chief Executive, by whatever name called, who
shall be appointed by the Board.

10.2 The Chief Executive shall be Ex officio Director of the Board and such Director
shall not retire by rotation.

10.3 The qualifications experience and the terms and conditions of service of the Chief
Executive, including the remuneration payable to Chief Executive, shall be such as may
be determined by the board.

10.4 Chief Executive shall be entered with substantial powers of management as the
Board may determine. Without prejudice to the generality of the foregoing, he shall also
exercise powers and discharge the functions laid down in the act.

11. General Meetings

11.1. The Company shall be each year, hold, in addition to any other meetings, as its
annual General Meeting and shall specify the meeting as such in the notices calling it,
and not more than fifteen months shall elapse between the date of one annual general
meeting of the company and that of the next.

11.2 Every General Meeting Shall be called, for a time during business hours, on a day
that is not a public holiday and shall be held at the registered office of company or at
some other place within the city, town or village in which the registered office of the
company is situated.

11.3 A general meeting of the company shall be called by giving not less than fourteen
days prior notice in writing.

11.4 i. At any General Meeting, a resolution put to the vote of the meeting shall unless
a poll is demanded under the Articles, be decided by show of hands.

ii. Before or on the declaration of the result of the voting on any resolution on a show of
hands, a demand for a poll can be made by one-tenth of the total number of Members
or 100 Members, whichever is lower, present in person or by proxy.

11.5 The Company may, if permissible, allow the Members of the Company to participate
in any General Meeting through electronic mode.

11.6 i. a. Attendance of such number of Members as provided in the Act shall form the
quorum for the General Meeting.
b. Attendance either in person or by proxy shall be considered for the purpose of
quorum.

c. No person shall be appointed a proxy unless he is a Member.

d. A proxy shall be entitled to vote on a show of hands as well as in a poll.

ii. If there is no quorum within half an hour from the scheduled time of meeting, the
meeting shall stands adjourned to reassemble on the same day at the same place after
three hours from the appointed time. If at the reassembled meeting, the quorum is not
present within half an hour, the Members present shall constitute the quorum and may
transact the business for which the meeting was called.

11.7. The Company shall hold its first Annual General Meeting within a period of ninety
days from the date of its incorporation.

11.8 The Memorandum and Articles of the Company shall be laid before the first Annual
General Meeting.

11.9 The Members shall adopt the Articles of the Company and appoint directors of its
Board in the first Annual General Meeting.

11.10 The notice calling the Annual General Meeting shall be accompanied by the
following documents, as approved by the Board namely:

i. the agenda of the Annual General Meeting;

ii. the minutes of the previous Annual General Meeting or the Extra-ordinary general
meeting

iii. the names of candidates, if any, to the office of director including a statement of
qualifications in respect of each candidate;

iv. the audited balance sheet and profit and loss accounts of the Company and its
subsidiary, if any, together with a report of the Board of Directors of the Company with
respect to:

a. the amount proposed to be carried to reserves;

b. the amount to be paid as Limited Return on share capital;

c. the amount proposed to be disbursed as Patronage Bonus;

d. any other matter of importance relating to energy conservation, environmental

protection, expenditure or earnings in foreign exchanges;

e. any other matter which is required to be, or may be, specified by the Board; '

v. the text of the draft resolution for appointment of Auditors; and

vi. the text of any draft resolution proposing amendment to the Memorandum or Articles
to be considered at the General Meeting, along with the recommendations of the Board.

11.11 The following powers shall be exercised only at the Annual General Meeting,
namely:

i. approval of budget and adoption of annual accounts of the Company;

ii. approval of Patronage Bonus;

iii issue of Bonus Shares;

iv. declaration of Limited Return and decision on the distribution of Patronage;

v. specify the conditions and limits of loans that may be given by the Board to any
Director;

vi. approval of the criteria for categorising members into different classes; and

vii. approval of guidelines for constitution of Nominating Committee in order to

Scrutinize the application for vacant position by eligible members and recommend the
same for consideration at the Annual General Meeting through the Board; and

viii. Approve of any transaction of the nature as is to be reserved in the Articles for
approval by the Members.

11.12 An Extra-Ordinary General meeting may be called at any time:

i. the Board; or by the Board on the requisition made in writing, duly signed and setting
out the matters for the consideration, made by one-third of the Members entitled to vote
in any General Meeting, proceed to call an Extra-Ordinary General Meeting in
accordance with the provisions contained in the Act.

ii. If the meeting is called upon requisition by Members and there is no quorum within
half an hour from the appointed time of the meeting, the meeting shall stand dissolved.

iii, All items of business to be transacted at the General Meeting shall be deemed as
Ordinary and the provisions of section 173(2) of the Act shall not apply.

12. Investments out of the General reserves

Investments out of the General reserves shall be made in accordance with the provisions
of Act and Rules framed there under from time to time.

13. Bonus Shares

The Company may, upon recommendation of the Board and passing of resolution in the
General Meeting, issue bonus shares by capitalization of amounts from General reserves
in proportion to the shares held by the Members on the date of the issue of such shares.
14. Amalgamation, Merger and Division

As provided under the provisions of the Act, the Company by a resolution passed at its
General Meeting may decide to transfer its assets and liabilities, in whole or in part, to
any other Producer Company, to divide itself into two or more new Producer Companies,
to amalgamate and form a new Producer Company, or to merge with any other Producer
Company.

15. Loans and advances etc. to the Members and to any Director or his relative

15.1 Subject to the provisions of the Act, the Board may provide financial assistance to
the Members by way of (a) credit facility, to any Member, in connection with the business
of the Company; (b) loans and advances, with or without security to any Member.

15.2. Any loan or advance to any Director of the Company or his relative shall be granted
only after the approval by the Members at a General meeting.

16. Investment in other companies, formation of subsidiaries, etc.

Subject to the provision of the Act, the company by previous approval of members at its
general meeting, may make investments and dispose of any such investment in other
companies, enter into partnership, agreement or engagements with any person or body
corporate whether by way of formation of subsidiary company, joint venture,
partnership, or in any other manner, and to promote any other company or companies
including producer company or companies for, the purpose of promoting and consistent
with object of the company.

17. Internal Audit

The Company shall have internal audit of its accounts carried out at such interval and
in such manner as may be decided by the board.

18. Books of account

The books of account shall be kept at the Registered office of the Company in accordance
with and as provided under the provisions of act. If the Company has any branch office,
the books of accounts shall be kept as per the provisions of the Act applicable for keeping
the books of accounts of branch office.

19. Common Seal

19.1 The Board shall provide for the safe custody of the Seal and subject to the
provisions contained in the Companies (Issue of Share Certificates) Rules,1960, the Seal
shall not be affixed to any instrument except by the authority previously given by the
Board or a Committee of the Board authorised by the Board in that behalf; the Board
may designate such person(s) who shall sign every instrument to which the Seal is
affixed in his or their presence.
19.2 All deeds, agreements, instruments, letters, bonds, affidavits, declaration,
indemnities, power of attorney and other documents of any nature whatsoever entered
into by the Company shall be executed by such person(s) duly authorised by the Board
or the Committee thereof.

20. Secrecy Clause.

20.1 Every Director, Chief Executive, Officer, manager, secretary, trustee, Member of a
committee, servant, agent, accountant or any other person employed in the business of
the Company shall observe strict secrecy respecting all transactions of the Company
except when required so to do by a Court of Law and except so far as may be necessary
in order to comply with any of the provisions contained in the Articles.

20.2 No Member shall be entitled to inspect the Company’s books or will be given any
confidential information relating to the business of the Company without the permission
of the Board of Directors of the Company.

21. Resolution of Disputes

Any dispute relating to the formation, management or business of the company as

provided under the provisions of the Act shall be settled by conciliation or by arbitration
as provided under the Arbitration and Conciliation Act, 1996, and the decision of the
arbitrator on the dispute shall be final.
 t:ff*'
,o rfruo.rit,.cl, are desiro::::
agree to taks [:
::::
ss
\^/llr)l;c Ililrne [ln(l addf e
the
\.{i r t lrr-";l','r'1';11 ll(ll'9;rrll
t)f ;;#*';;;-** "'ottdvelY
names t
-i, r!nrl);rlrl/ ilt'ltut'iltatttt .tll':,:::':::j"j: opf,n.itn ro our respecilve
,,,,,r',1,,'r,, ',( ,th"rtt"
irt tlre capihtl oI the
company _*---
I
I rif suhscriber
ilgnature, nni1l;
piruni ti-ir i*ul"titins Siun
udlrutt.t, dcscriPtions and
Il lrnrr':i, rtrltl IPslittl;, ,i,*.i:i I
occuPations of Witnesses
, r | '. r ti t'l''t'il tr: t I'

l. Mcrtrl;'rll''l
I witness lo
subscriber/subscriber( s,1'
N;rntc,l Monn Moon Dils
*iro irasfnave subscribcd
W/()lArranta l)as
l(ctir lr:ttt fl t Sot)achct'ra lttrpacherra #trYffi:ttxi:':,
I further I
uiCr*utluti;
hav" verifi*d their ldcntitY
()ccrt lxrliort: FAI(Mf R crnd;-f"l- &otn
rb
Details (lD) for their
identificarion and satisfied
\u mvsel f of his/hcr/their
i idlntifi cation Particulars as
I
rryr\ filled in
\ 2, Nlcnrbcr'2 flgf *
ABHISHEK
ffi:. AGARWAL
Nitttrc: Barnali Das S/o' Pawan Kumar
W,/0r llaujit Kumar Das Aearwal
Rupacherra
tttiri,t",',t at Sonacl'tcrra f iacticing Chartered
Accountants
\ OccuPation: IIARMER Address:3rd Floor,
Umpras Enclave,
I UIIubari, Guwahati'
781007[Assam)
I
MembershP Number:
300908
3, Mcnr[rcr 3

lNanre: Suiata Sharma

lt W/0: Pankal Sltarma
i thatmo
ii Resitlcnt at ApPin RotrgPur
ltlt
il
Occutrirtiott: FARMER
rl ---_.--*:
_-.- . @...e n-- -#

t'
)

i
,_----.*6
i
I
i

(3: Scanned with OKEN Scanner