Policies on MOA

1~2- Other than above are the B and C objects of Company’s foundation and acts in an as or subsidiary/ expansion units/agencies/workshops of the company, which contains several offices in support and management for above main objects of company, It is general , as the company entitled at the time of formation and as registered under memorandum of association’s Objects incidental or ancilliary to the attainment of main objectives of the company: Which are as under (1) Subject to the provisions of Section 58A and other relevant sections of the Companies Act, 1956 and Rules made there under and directives of Reserve Bank of India to receive money on deposit with or without allowances of interest, to borrow or raise money with or without security and/or secure the payment of money by mortgage or by the issue of Debentures or debenture – Stock (Perpetual, terminable or otherwise) bond,mortgage, hypothecation, lien or any other security founded or based or charged upon all or any of the property or rights of the company or in such other manner as the company shall think fit and for the purpose aforesaid to charge all or any of the company’s property or assets movable or immovable, liquid or otherwise, present an future including its uncalled capital and collaterally or further to secure any securities of the company by a trust deed or other assurance and to redeem, purchase or pay off any such security, provided that the company shall not to banking business as defined in the Banking Regulation Act 1949.

Clause ~2 (1) To purchase, acquire and undertake or take over all or any part of the business, property and liabilities of any person or company carrying on or proposing to carry on any business which this company is authorized to carry on or possessed of property suitable for the purpose of the company or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the company. Direct Management or Control of Industrial Undertakings By Managing Committee in certain cases as according under The Industries (Development and regulation) Act 1951

Explanation.—The power to authorise a body of persons under this section to take over the management of an industrial undertaking which is a company includes also a power to appoint any individual, firm or company to be the managing agent of the industrial undertaking on such terms and conditions as the managing committee may think fit.

Clause ~3 (1) To open account or accounts with any bank or banks and to pay into and to withdraw money from such account or accounts.

(2) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, hundies, bills of lading, warrants, debentures an any other negotiable instruments subject to Reserve Bank of India’s directives. It may contains various acts clauses as : Central Government Act (A) Section 31 in The Reserve Bank of India Act, 1934 31. Issue of demand bills and notes.—1[ (1) ] (A) Directives of Reserve Bank of India to receive money on deposit Master Direction - Exemptions from the provisions of RBI Act, 1934 (Updated as on November 24, 2020) RBI/DoR(NBFC)/2016-17/40 Master Direction DoR(NBFC).PD.001/03.10.119/2016-17

Clause ~5 (1) To undertake the study, preparation and presentation of project reports, feasibility studies and to act as general consultant in the trade. The Handbook of the company – Shandilya India Marketing Ltd.

Clause ~6 The Company may for the purpose of ensuring smooth running of the business may form separate subsidiary companies either on its own or in joint venture with some other party as decided by the management from time to time. The company may also from partnership with some other party for achieving its objectives. May follow (A)The Partnership Act, 1932 (Act No.IX of 1932)

Clause ~7 To remunerate any person, firm or corporate body rendering services to the company either by cash payment or by allotment to him or them of the security of the company credited as paid up either full or in part or by partly in cash and partly in form of securities of the company including equity. SECURITIES CONTRACTS (REGULATION) ACT, 1956 [42 OF 1956] An Act to prevent undesirable transactions in securities by regulating the business of dealing therein, 1 [***] by providing for certain other matters connected therewith. Definitions.

Clause ~8 To purchase , hire, take on lease, exchange or otherwise acquire any movable or immovable property or any other business o rights or privileges which the company may think fit as necessary or expedient with reference to any objects of the company. THE REQUISITIONING AND ACQUISITION OF IMMOVABLE PROPERTY ACT, 1952

Clause ~9 To pay, satisfy claims made against the Company which may seem expedient to the Board of Directors of the Company to pay, satisfy or compromise. Through in an act as of Transfer of Property Act 1982 [CHAPTER VIII OF TRANSFERS OF ACTIONABLE CLAIMS 130. Transfer of actionable claim.—(1) The transfer of an actionable claim 4 [whether with or without consideration] shall be effected only by the execution of an instrument in writing signed by the transferor or his duly authorised agent, 5 *** shall be complete and effectual upon...and Minimum wages act 1948

Clause ~10 To appoint any person, firm or body corporate as agents/distributors for the purpose of the company’s business in specified area or otherwise. PUBLIC LAW 58—JUNE 28, 1951 91 Public Law 57 CHAPTER 155

Clause ~11 To refer or agree to refer other claims, demands, disputes or any other question, by or against the Company or in which the company is interested or concerned and whether between the Company and member or members his or their representatives or between the company and member or members his or their representatives or between the company and third parties to arbitration in India or at any place outside India and to observe and perform and to do all acts, deeds, matter and things, to carry out or enforce the awards, and to institute, defend compromise withdraw or abandon any legal or order proceedings and claim by or against the company, by its officers or otherwise , covering the affairs of the company subject to the provisions of section 201 of the Companies Act, 1956. 201. AVOIDANCE OF PROVISIONS RELIEVING LIABILITY OF OFFICERS AND AUDITORS OF COMPANY of the company Act (1) Save as provided in this section, any provision, whether contained in the articles of a company or in an agreement with a company or in any other instrument, for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which, by virtue of any rule of law, would otherwise attach to him in respect of any negligence, default, misfeasance, breach of duty or breach of trust of which he may be guilty in relation to the company, shall be void : Provided that a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or discharged or in connection with any application under section 633 in which relief is granted to him by the Court. (2)[Omitted by the Companies (Amendment) Act, 2000 with effect from 13-12-2000.] THE REQUISITIONING AND ACQUISITION OF IMMOVABLE PROPERTY ACT, 1952 8. Principles and method of determining compensation. And THE INDUSTRIAL DISPUTES ACT, 1947 Definitions.

Clause ~12 To apply for and acquire contracts, permits, licenses, letters of intent and quote rights from the government of India, or from state government or such government or semi Government, corporations, companies, firms, local authorities to fulfill the main objects of the Company. NIILM University – Business Law PART 1. GENERAL LAW OF CONTRACT –I CHAPTER 1 ESSENTIALS OF A CONTRACT STRUCTURE Learning objectives Introduction What is law? Meaning and sources of mercantile law The law of contract What is a contract? Classification of contracts Review Questions LEARNING OBJECTIVES After learning this chapter, you should be able to: Explain the purpose of law Describe the sources .of mercantile law Explain the meaning of-contract Distinguish flanked by a contract and an agreement Classify the contracts Distinguish flanked by void, voidable and illegal contracts Describe the essentials of a valid contract.

Clause ~13 To apply for, purchase or otherwise acquire any patents, brevets, invention, licenses, concessions and the like conferring exclusive or non-exclusive or limited right to use any secret or other information as to any invention which may seem capable of being used for any of the purposes of the company or the acquisition of which may seem calculated directly or indirectly to benefit this company and to use exercise, develop, grant licenses inrepect of otherwise and to account the property rights and information so acquired.

Clause ~14 To enter into any partnership or any arrangement for sharing profits, union of interest, hoint venture, recriprocal concession or therwise with any individual, firm or company carrying on or engaged in or about to carry on or engagein any business or enterprise which the company is authorized to carry on or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit this company and/or to take or otherwise acquire and hold shares or stock in or securities of and to subsidize or otherwise assist any such company and to sell, hold, reissue, with or without guarantee or otherwise deal with the same.

Clause ~15 From time to time to sunscribe, rnder services, contribute to any charitable, benevolent or useful object of a public character including exhibition, the support of which will in the opinion of the company will increase its repute or popularity among its employees, its customers or the public at large. THE COMPETITION ACT, 2002 (12 OF 2003) CHAPTER II PROHIBITION OF CERTAIN AGREEMENTS, ABUSE OF DOMINANT POSITION AND REGULATION OF COMBINATIONS Prohibition of agreements Anti-competitive agreements 3. (1)

Clause ~16 To give pension, gratuities or charitable aid to person or persons who have servd the company or to their wives, children or other relatives of such person and to form and contribute to provident fund and gratuity for the benefit of the person engaged by the company.

Clause ~17 To dispose of mortgage, exchange, kease or transfer the business property and undertaking of the company or any part thereof for any lawful consideration which the company may deem fit to accept and in particular buy shares fully paid or partly paid up, debentures, debenture stock, bonds or securities of any other company and/or to promote any company or companies for the purpose of acquiring all or any of the properties, rights and liablilities for this company or any other purpose which may seem directly or indirectly calculated to benefit this company.

Clause ~18 Subject to the provisions of the Companies Act, 1956 to lend money to such person and on such terms and conditions as may seem expedient with or without security and in particular to customers and others having dealings with the copany and to give any guarantee or indemnity as may seem expedient. But, the company will not do banking business as defined in the Banking Regulation Act, 1956. THE DEPOSITORIES ACT, 1996 ACT NO. 22 OF 1996 [10th August, 1996.

Clause ~19 Subject to provisions of section 293-A of the companies Act, 1956 to subscribe or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national, public or other institutions or object which shall have any moral or other claims to be supported or aided by the company either by reasons of locality of operations or of public general utility.

Clause ~20 To appoint managers, secretaries, directors, technicians, staff of both sex, accountants, clerks, or any staff in employment for the benefit of the company & to superintendence the same.

Clause ~21 To pay out of funds of the company all expenses of and incidental to the formation, registration, advertisements and establishments of the company and the issue of any circular or notice and printing, stamping, circulating of proxies and forms to be filled up by the members of the company.

Clause ~22 To adopt such lawful means of making known the business of the company as may seem expedient and in particular by advertising in the press, by circular, by purchases and exhibition of works of art or interest by publication of books and periodicals and by granting prizes, rewards and donation, but the company shall not make any political donations.

MEMORANDUM OF ASSOCIATION

1.1 The name of Company is SHANDILYA INDIA MARKETING LTD.

1.2 The Registered office of the company is situated at PRAYAGRAJ, Uttar Pradesh.

1.3 The objects for which the company is established are:

(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE as according to Schedule-I of “Industries (development and Regulation ) Act – 1951”

On its Categories

1~1: List of Industries

1- METALLURGICAL INDUSTRIES (a) Ferrous a. Iron and steel (metal); b. Iron and steel castings and forgings; c. Iron and steel structurals; d. Iron and steel pipes; e. Special steels; f. Special steels; g. Other products of iron and steel. (b) Non-ferrous: a. Precious metals, including gold and silver, and their alloys; b. Other non-ferrous metals and their alloys. C. Semi-manufactures and manufactures.

2. FUELS:

a. Coal, lignite, coke and their derivatives. b. Mineral oil (crude oil), motor and aviation spirit, diesel oil, kerosene oil, fuel oil, diverse hydrocarbon oils and their blends including synthetic fuels, lubricating oils and the like. c. Fuel gases—(coal gas, natural gas and the like).

3. BOILERS AND STEAM GENERATING PLANTS: Boilers and steam generating plants.

4. PRIME MOVERS (OTHER THAN ELECTRICAL GENERATORS): a. Steam engines and turbines. b. Internal combustion engines.

5. ELECTRICAL EQUIPMENT: a. Equipment for generation, transmission and distribution of electricity including transformers. b. Electrical motors. c. Electrical fans. d. Electrical lamps. e. Electrical furnaces. f. Electrical cables and wires. g. X-ray equipment. h. Electronic equipment. i. Household appliances such as electric irons, heaters and the like. j. Storage batteries. k. Dry cells.

6. TELECOMMUNICATIONS: • A. Telephones. • B. Telegraph equipment. • C. Wireless communication apparatus. • D. Radio receivers, including amplifying and public address equipment. • E. Television sets. • F. Teleprinters.

7. TRANSPORTATION: a. Aircraft. b. Ships and other vessels drawn by power. c. Railway locomotives. d. Railway rolling stock. e. Automobiles (motor cars, buses, trucks, motor cycles, scooters and the like). f. Bicycles. g. Others, such as fork lift trucks and the like.

8. INDUSTRIAL MACHINERY: A. Major items of specialised equipment used in specific industries:— (1) Textile machinery (such as spinning frames, carding machines, powerlooms and the like) including textile accessories. (2) Jute machinery. (3) Rayon machinery. (4) Sugar machinery. (5) Tea machinery. (6) Mining machinery. (7) Metallurgical machinery. (8) Cement machinery. (9) Chemical machinery. (10) Pharmaceuticals machinery. (11) Paper machinery. B. General items of machinery used in several industries, such as the equipment required for various ‘unit processes’: (1) Size reduction equipment—crushers, ball mills and the like. (2) Conveying equipment—bucket elevators, skip hoist, cranes, derricks and the like. (3) Size separation units—screens, classifiers and the like (4) Mixers and reactors—kneading mills, turbo mixers and the like. (5) Filtration equipment—filter presses, rotary filters and the like. (6) Centrifugal machines. (7) Evaporators. (8) Distillation equipment. (9) Crystallisers. (10) Driers. (11) Power driven pumps—reciprocating, centrifugal and the like. (12) Air and gas compressors and vacuum pipes (excluding electrical furnaces). (13) Refrigeration plants for industrial use. (14) Fire-fighting equipment and appliances including fire engines. C. Other items of Industrial Machinery: (1) Ball, roller and tapered bearings. (2) Speed reduction units. (3) Grinding wheels and abrasives.

9. MACHINE TOOLS: Machine Tools.

10. AGRICULTURAL MACHINERY: (a) Tractors, harvesters and the like. (b) Agricultural implements.

11. EARTH-MOVING MACHINERY: Bulldozers, dumpers, scrapers, loaders, shovels, drag lines, bucket wheel excavators, road rollers and the like.

12. MISCELLANEOUS MECHANICAL AND ENGINEERING INDUSTRIES: (a) Plastic moulded goods. (b) Hand tools, small tools and the like. (c) Razor blades. 1 (d) Pressure Cookers. (e) Cutlery. (f) Steel furniture.

13. COMMERCIAL, OFFICE AND HOUSEHOLD EQUIPMENT: (a) Typewriters. (b) Calculating machines. (c) Air conditioners and refrigerators. (e) Vacuum cleaners. (f) Sewing and knitting machines. (g) Hurricane lanterns.

14. MEDICAL AND SURGICAL APPLIANCES: Surgical instruments—sterilisers, incubators and the like.

15. INDUSTRIAL INSTRUMENTS: (a) Water meters, steam meters, electricity meters and the like. (b) Indicating, recording and regulating devices for pressure, temperature, rate of flow, weights, levels and the like. (c) Weighing machines.

17. MATHEMATICAL, SURVEYING AND DRAWING INSTRUMENTS: Mathematical, surveying and drawing instruments.

18. FERTILISERS: (a) Inorganic fertilisers. (b) Organic fertilisers. (b) Mixed fertilisers.

19. CHEMICALS (OTHER THAN FERTILISERS): (a) Inorganic heavy chemicals. (b) Organic heavy chemicals. (c) Fine chemicals including photographic chemicals. (d) Synthetic resins and plastics. (e) Paints, varnishes and enamels. (f) Synthetic rubbers. (g) Man-made fibers including regenerated cellulose-rayon, nylon and the like. (h) Coke oven by-products. (i) Coal tar distillation products like naphthalene, anthracene and the like. (j) Explosives including gunpowder and safety fuses. (k) Insecticides, fungicides, weedicides and the like. (l) Textile auxiliaries. (m) Sizing materials including starch. (n) Miscellaneous chemicals.

20. PHOTOGRAPHIC RAW FILM AND PAPER: (1) Cinema film. (2) Photographic amateur film. (3) Photographic printing paper.

21. DYE-STUFFS: Dye-stuffs.

22. DRUGS AND PHARMACEUTICALS: Drugs and Pharmaceuticals

23. TEXTILES (INCLUDING THOSE DYED, PRINTED OR OTHERWISE PROCESSED): (1) Made wholly or in part of cotton, including cotton yarn, hosiery and rope, (2) Made wholly or in part of jute, including jute twine and rope. (3) Made wholly or in part of wool, including wool tops, woollen yarn, hosiery, carpets and druggets; (4) Made wholly or in part of silk, including silk yarn and hosiery; (5) Made wholly or in part of synthetic, artificial (man-made) fibers, including yarn and hosiery of such fibers.

24. PAPER AND PULP INCLUDING PAPER PRODUCTS: (1) Paper—writing, printing and wrapping. (2) Newsprint. (3) Paper board and straw board. (4) Paper for packaging (corrugated paper, Kraft paper), bags, paper containers and the like. (5) Pulp—wood pulp, mechanical, chemical, including dissolving pulp.

25. SUGAR: Sugar.

26. FERMENTATION INDUSTRIES (OTHER THAN POTABLE ALCOHOL):] (1) Alcohol. (2) Other products of fermentation industries

29. SOAPS, COSMETICS AND TOILET PREPARATIONS: (1) Soaps. (2) Glycerine. (3) Cosmetics. (4) Perfumery (5) Toilet preparations.

30. RUBBER GOODS: (1) Tyres and tubes. (2) Surgical and medicinal products including prophylactics. (3) Footwear. (4) Other rubber goods.

31. LEATHER, LEATHER GOODS AND PICKERS: Leather, leather goods and pickers.

33. GLASS: • (1) Hollow ware. • (2) Sheet and plate glass. • (3) Optical glass. • (4) Glass wool. • (5) Laboratory ware. • (6) Miscellaneous ware.

34. CERAMICS: • (1) Fire bricks. • (2) Refractories. • (3) Furnace lining bricks—acidic, basic and neutral. • (4) China ware and pottery. • (5) Sanitary ware. • (6) Insulators. • (7) Tiles. • [8) Graphite Crucibles.]

35. CEMENT AND GYPSUM PRODUCTS: • (1) Portland cement. • (2) Asbestos cement. • (3) Insulating boards. • (4) Gypsum boards, wall boards and the like.

36. TIMBER PRODUCTS: • (1) Plywood. • (2) Hardboard, including fiber-board, chip-board and the like. (3) Matches. • (4) Miscellaneous (furniture components, bobbins, shutters and the like).

37. DEFENCE INDUSTRIES: Arms and ammunition..

38. MISCELLANEOUS INDUSTRIES: • (1) Cigarettes. • (2) Linoleum, whether felt based or jute based. • (3) Zip fasteners (metallic and non-metallic). • (4) Oil Stoves. • (5) Printing, including litho printing industry.] •

Explanation 1.—The articles specified under each of the headings Nos. 3, 4, 5, 6, 7, 8, 10, 11 and 13 shall include their component parts and accessories. •

Explanation 2.—The articles specified under each of the headings Nos. 18, 19, 21, and 22 shall include the intermediates required for their manufacture. And therefore Company based upon Marketing can carry above all as manufacturer, producer, processor, importer, exporter, buyers, sellers, resellers, stockiest, agent, distributors, commission agent, forwarding agent, general brokers, traders, packers, representative, consultants and organizers of sales and marketing of all kinds of material, including but not limited to, marketing of cosmetics, perfumes, scents, lavenders, fertilizers, pesticides and insecticides, seeds, electrical equipment, wines and liquors, both in India and outside India.

32. GLUE AND GELATIN: Glue and gelatin.

27. FOOD PROCESSING INDUSTRIES: (1) Canned fruits and fruit products. (2) Milk foods. (3) Malted foods. (4) Flour. (5) Other processed foods.

28. VEGETABLE OILS AND VANASPATI: (1) Vegetable oils, including solvent extracted oils. (2) Vanaspati

16. SCIENTIFIC INSTRUMENTS: Scientific instruments.