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q;Nnc lJ5T.IT'! U85100CH2014PTC035046 'if '!1«1lftla qmrr t fcl; AMULYA HERBS PRIVATE LIMITED 2013·2014 ' . 1956(1956 q;r 1) * siwffi31TGf vmrr • 'I' • * * '. I. •• f.rrr1:A'-tr'J! 31TGf cIT '6GI'R q;'t oqo8'1'ls >l urRt vmrr I --- " ---- '. Form 1 I of Incorporation Corporate Identity Number : U85100CH2014PTC035046 2013 - 2014 I r I hereby certify that AMULYA HERBS PRIVATE LIMITED is this day Incorporated under the Companies Act, 19_56 (No.1 of 1956) and that the company is private I limited. . . . ; Given at Chandigarh this Twenty Sixth day of March Two Thousand Fourte6tllJ!,...,.. __ F_ """- , , Registrar of Companies, Punjab aod Chandigam I. . 1Ii"I'ft 'q'It 'Note: The ourresponding4erm has been epprovr, by Sstya ' Pal Singh, Registrar of Companies and Ihls certificate has been digitally signed by the Registrar through alsystem generated digital signature under rule 5(2) of the Companies (Electronic Filing and Authentication of Documel1ts) Rules, 2006. The digitally s igned certificate can be verified at the Ministry website (www. mca . gov.in). Mailing Address as per record avaHable In Registrar of Companies office: AMULYA HERBS PRIVATE LIMITED # 1074, PROGRESSIVE SOCIETY, SECTOR SOB, CHANDIGARH· 160047, Ch,mdiaarh. INDIA ••• ** For liTKMd : WOirector ...... _ .- - ,.

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• ~~1,UI_'l?I

q;Nnc lJ5T.IT'! ~ : U85100CH2014PTC035046

'if ~M!iI'<1 '!1«1lftla qmrr t fcl; ~

AMULYA HERBS PRIVATE LIMITED

2013·2014

' .

q;fli\1l~q;'<OI, ~ ~ 1956(1956 q;r 1) * siwffi31TGf ~ vmrr ~am~

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~ f.rrr1:A'-tr'J! 31TGf ~ ~ ~ cIT '6GI'R ~ q;'t oqo8'1'ls >l urRt ~ vmrr ~ I •

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Form 1 I

Gertific~e of Incorporation

Corporate Identity Number : U85100CH2014PTC035046 2013 - 2014 I r I hereby certify that AMUL YA HERBS PRIVATE LIMITED is this day Incorporated under the Companies Act, 19_56 (No.1 of 1956) and that the company is private I limited. . . . ;

Given at Chandigarh this Twenty Sixth day of March Two Thousand Fourte6tllJ!,...,.. __ F_"""-

, , Registrar of Companies, Punjab aod Chandigam • I. . 1Ii"I'ft i(~<,!:I~, ~ 'q'It ~

'Note: The ourresponding4erm has been epprovr, by Sstya 'Pal Singh, Registrar of Companies and Ihls certificate has been digitally signed by the Registrar through alsystem generated digital signature under rule 5(2) of the Companies (Electronic Filing and Authentication of Documel1ts) Rules, 2006. The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).

~~'It;~~if~~1ffi'qm : Mailing Address as per record avaHable In Registrar of Companies office: AMULYA HERBS PRIVATE LIMITED # 1074, PROGRESSIVE SOCIETY, SECTOR SOB, CHANDIGARH· 160047, Ch,mdiaarh. INDIA ••• **

~ For AmUlya.~erbn~ liTKMd :

WOirector --~._----- ...,: ...... _ .- -

,.

I

THE COMPANIES ACT, 1956 AND

(THE COMPANIES ACT, 2013 TO THE EXTENT APPLICABLE)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

AMULYA HERBS PRIVATE LIMITED

I The name of the company is Amulya Herbs Private Limited.

II The Registered Office of the company will be situated in the Union Territory of Chandigarh.

ill The objects for which the Company is established are set out hereunder:

CA) THE MAIN OBffiCTS OF THE COMPANY TO BE PURSUED ON ITS INCORPORATION ARE:

1. To start, operate, collaborate, import, export, sell, purchase or otherwise deal in arid marketing or multi marketing of health and nutrition products, food or food supplements, whether medicinal or aromatic, through plants or otherwise or through usual or unusual herbs, plantation or tuber crops, fruits, mushroom, nuts, fresh or canned, dehydrated or frozen fruits, vegetables or any genetic combination thereof, bee keeping honey and its processing, sericulture and its processing and to operate farming under satellite contractual buyback schemes including cultivation & processing & medicinal and aromatic plants, usual & unusual rare herbs, recycling of organic waste, fermentation and membrane process technologies.

2. To carry on Trading, Purchasing and Selling of Cosmetics products, personal care products, Health Care Products, Home care products, plant care products, pet care products and vetinary products based on Fruit and other plants parts and to carry on the trade in all types products made out of fruits and other medicinal Herbs.

3. To carry on the business as distributer, buying and selling agents, importer and exporter of all types of above items and to acts as an agent Liaison House, commission agent for Indian and Foreign Manufacturers of all items as mentioned in the above clauses.

. . For Amulya He\P~~,1ed .

~tor .. ,'

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(B) OBJECTS lNCIDENTAL OR ANCILLARY TO THE MAIN OBJECTS

For Amulya

(1) To receipt of contract amount in foreign currencies & repatriate the amount out side India

(2) To do all or any of the acts or things as mentioned in the main objects either as principals, contractors or otherwise and either alone or in conjunction with others.

(3) To purchase any land, plot(s) of land or immovable property or any right . or interest therein either singly or jointly or in Partnership with any

person(s) or Body corporate or partnership Firm and to develop and construct thereon residential, commercial complex or complex(es) either singly or jointly or in partnership as aforesaid, comprising offices for sale or self use or for earning rental income thereon by letting out individual units comprised in such building(s).

(4) 2. To purchase any movable or immovable property. including industrial,commercial, residential, or farm lan.ds , plots, buildings, houses, apartments, flats or areas within or outside the limits of Municipal Corporation or other local bodies, anywhere within the Domain of India, to divide the same into suitable plots, and to rent or sell the plots for building/constructing residential houses,bungalows, business premises, and colonies and rent or sell the same and realize cost in lump sum or easy installments or by hire purchase system and otherwise.

(5) 3. To purchase, sell and otherwise to carryon the business such as builders, contractors, architects, engineers, Estate agents, decorators and surveyors.

(6) 4. To purchase for resale and to trade in land and house and other immoveable property of any tenure and any interest therein, and to creatc, sell and deal in freehold and leasehold ground rents, and to deal in trade by way of sale, or otherwise with land and house property and any other immovable property whether real or personal.

(7) 5. To construct, execute, carryout, equip, support maintain, operate, improve, work,develop, administer, manage, control and superintend within or outside the country any where in the world all kinds of works, public or otherwise, buildings, houses and other constructions or conveniences of all kinds , which expression in this memorandum includes roads, railways , and tramways, docks, harbours, Piers, wharves, canals, serial runways and hangers, airports, reservoirs , embankments, irritations, reclamation, improvements, sewage, sanitary, water, gas , electronic light, power ' supply works, and hotels, cold storages, warehouses, cinema houses, markets, public and other buildings and all other works and conveniences of public or private utility, to apply for purchase or otherwise acquire any contracts,decrease, concessions, for or in relation to the construction, execution, carrying out equipment, improvement, administration, or control of all such works and conveniences as aforesaid and to undertake, execute, carry out, dispose of or otherwise turn to acco!lnt the same.

• •

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(8) To remunerate any firm, person or body corporate rendering services to the Company, including without limitation, in relation to the promotion or formation of the Company, either by cash payment or by allotment to him or them of shares and securities of the Company as paid-up in full or in part or otherwise.

(9) To pay all costs, charges and expenses incurred or sustained in or about the formation, registration, promotion, incorporation, establishment and advertisement of th.e Company or which the Company shall consider to be preliminary including contracts entered into by the Company.

(10) To enter into contracts or arrangements or other dealings for more efficient conduct of the business of the Company or any part thereof and also to cnter into any arrangement with any Government or Authorities or any persons or companies that may seem conducive to the main objects of the Company.

(11) To buy, sell, repair, alter, improve, exchange, let on hire, import, export and deal in all works, plant, machinery, tools, appliances, apparatus, products, materials, substances, articles and things capable of being used in any business which the Company is competent to carry on, or which may be required by any customer or person having dealings with the Company or which may seem capable of being profitably dealt with in connection therewith and to manufacture, experiment with, render marketable and otherwise deal in all products and services incidental to any of the businesses carried on by the Company.

(12) To lease, sub-lease, license or otherwise acquire andlor sell, dispose of, construct, alter, modify, develop or otherwise deal in any properties, factories, shades, offices. guest houses, employee accommodation, godowns, warehouses, or other structures for housing and carrying on the businesses of the Company or for its employees. clients or other persons or for any other persons or for any other purposc as the Board of Directors may think expedient for the benefit of the Company.

(13) To enter into, undertake and execute contracts or other arrangements with any parties for any transactions, including the provision and supply or use of materials, machinery, equipment, articles or other products andlor services n~cessary for or otherwise required for or incidental to carrying out the objectives of the Company.

(14) To recruit, train and develop staff, organize seminars, training programs and conferences for employees, customers and the general public.

(15) To recruit, train and develop a pool of technical, managerial and administrative personnel including staff, employees. agents. for the Company or any subsidiary, affiliate or group companies or any other company, firm or other person, particularly where such companies, firms or persons are engaged in any business related to the business of the Company.

(16) To employ, engage, appoint, retain or othcrwisc procure, suspcnd or tcrminate the services of professionals, consultants, engineers, design consultants. technicians, legal and financial advisors, or other experts and to imbibe innovation and modem management techniques . in the functioning and businesses of the Company.

(17)

(18)

(19)

(20)

(21)

(22)

(23)

(24)

(25)

(26)

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To retrench, lay-off, suspend, terminate the appoinbnent of or dismiss executives, managers, assistants, support staff and other employees and to remunerate them at such rates as may be thought fit.

To adopt such means of making known the articles, goods, products, appliances manufactured or dealt in or processes and services provided by, or at the disposal of the Company, as well as properties, assets and effects of the Company as may seem expedient, in particular by' advertising in the press and through billboards, hoardings, motion pictures, by broadcasting, telecasting or by publication of books, peri~cals and .any other material convenient to the Company, by participating in trade fairs, exhibitions and by granting prizes, rewards and donations.

To acquire, and possess the wbole or part of the business assets, property, goodwill, rights and liabilities of any persons, society, association or company carrying on any business.

To appoint dealers, sub-dealers, agents, sub-agents, distributors, sole selling agents, sole concessionaries, either in India or any place in India, for the efficient conduct of the business of the Company, and remunerate them for their services.

To take and/or provide discounts or to approve other terms of p~yment or credit in relation to any sums owing to or due from the Company and to impose or agree to pay any interest thereon or to write off any such sums or parts thereof.

To pay for any property or rights acquired, either in cash, against debentures, or in fully or partly paid shares, or by the issue of securities, or by providing services and generally in such terms as may be determined and agreed upon.

To carry on research and development activities on all aspects related to the business and objects of the Company.

To undertake all types of technical, economic, and financial investigations and aid or assist or enter into partnership with any institution, university, company, partnership, fum or person or persons conducting such research or study and to subsidize, endow and assist workshops, I1braries, meetings, lectures, and conferences and do such other acts to generally encourage, promote and reward studies, researches, investigations, experiments, tests and inventions of any kind that.may be considered to assist any of the businesses of the Company.

To identify projects, project ideas, to prepare profiles, project reports, and undertake market research, feasibility studies, pre-investment studies and investigation of industries on a micro and/or macro level and to render appropriate services, to identify scope and potential for economic and industrial development in any particular geographical area or location whether in India or abroad.

To acquire from any person, fum or body corporate, whether in India or elsewhere, technical information, know-how, processes, engineering,

, For A~I·I .. - .. " ~\~ed . ~ctor

• 5

manufacturing and operating data, plans, lay-outs and blue-prints useful for the design, manufacture, erection and operation of plant and machinery, required for any of the businesses of the Company and to pay remuneration thereof in any currency by way of lump-sum or instalments or fees or royalties.

(27) To develop and/or furnish to any person, firm or body corporate whether in India or elsewhere, technical information, know-how, processes, engineering, manufacturing and operating data, plans, lay-outs and blue-prints useful for the design, manufacture, erection and operation of plant and machinery, required for any of the businesses of the Company and to obtain remuneration thereof in any currency by way of lump-sum or instaIinents or fees or royalties or through any other arrangement.

(28) To apply for, purchase, or otherwise acquire, protect or prolong any patent, design, concessions, trademarks, copyrights and the like, conferring an exclusive or non-exclusive or limited right of use, or any secret or other information and/or systems, 'processes of the Company or which the Company may develop or acquire or propose to develop or acquire.

(29) To apply for, purchase or otherwise acquire brand names/service marks for the products manufactured and the services rendered by the Company, from any company, firm, or other person anywhere in the world, particularly international brand names! service marks of the Company's holding or group companies.

(30) To expend money for improving or seeking to improve any patents, rights, inventions, discoveries, or information and/or systems, processes of the Company or which the Company may develop or may acquire or propose to develop or acquire.

(31) To use, exercise, develop, sell, assign, grant licenses or otherwise turn to account the property, rights and information so acquired.

(32) To establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension, superannuation, provident, wclfare and education funds and trusts for the benefit of any person who is or was at any time in the employment or 'service of the Company or any subsidiary or affiliate of the Company, or who is or was at any time a director of the Company or of any such other company as aforesaid and the spouse, family and dependants of any such person.

(33) To provide for the welfare of employees or ex-employees of the Company and their spouses or the dependants of such persons by grant of money, pensions, allowances, bonus or other payments or by contributing to other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other assistance as the Company may think fit.

(34) To purchase, hire or use aU kinds of vehicles including cars, heavy transport vehicles, and aircraft, for the purpose of transportation of equipment, materi als. employees and managerial personnel or for any other purpose.

. For Amulya He . ,

6

(35) To acquire and hold one or more memberships or membership privileges in stock/security exchanges, commodity exchanges, clearing houses in any other tmde or service associations which memberships, or membership privileges are likely in any manner to facilitate the conduct of the Company's business.

(36) To purchase, take on lease, exchange, mortgage, charge, hypothecate, encumber, hire or otherwise acquire or dispose of any moveable or immoveable property including lands, buildings, and flats of any description in India or elsewhere.

(37) To purchase, take on lease, exchange, mortgage, charge, hypothecate, encumber, or otherwise acquire or dispose of any other rights and privileges which the Company may think fit, and in particular of shares, debentures, or 'securities of any other company and to give any warranties in connection therewith as the Company shall think fit.

(38) To deal in, sell, mortgage, let out or otherwise dispose of the businesses, undertaking or all or any of the property and assets for the time being of the Company, or any part thereof, for such consideration and on such terms, as the Company thinks fit, particularly for shares, debentures, or securities of any other company and to give any warranties in connection therewith as the Company shall think fit.

(39) To promote, invest or assist any companies for the purpose of acquiring all or any of the property, rights and liabilities of such companies, which may seem beneficial to the Company.

(40) To enter into joint venture, partnership, or any other arrang~ment for joint working in business, sharing profits or for co-operation or for mutual assistance or form, promote, subsidize and assist companies and partnerships of all kinds with any person, firm or company or to acquire or carry on any othcr business (whether manufacturing or otherwise) auxiliary to the business of the Company or connected therewith or which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render more profitable any of the Company's property or to amalgamate with any person, firm or company carrying on or about to carry on any business or transaction included in the objects of the Company or any other similar business, in India or abroad.

(41) Subject to sections 391 to 394 and 394A of the Act, to amalgamate with any other company with all or any of their objects being similar to the objects of the Company in any manner whether with or without the liquidation.

(42) To carry on any business or branch of business which the Company is authorized to carry on through any subsidiary company or companies, whether within or outside India, and to organize, promote and incorporate such subsidiary company for taking profits and bearing the losses of any \>usiness or branch so carried on, or for the financing of any such subsidiary company, or guarantecing its liabilities, or to make any other arrangements which may seem desirable with

,

·'

• (43)

(44)

(45)

(46)

(47)

(48)

(49)

(50)

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reference to any business or branch so carried on including the power to, either temporarily or permanently close any branch or business.

To lend and advance money or give credit to such persons or companies and on such terms as may seem expedient, and in particular to customers or shareholders of the Company or persons. having dealings with the Company and to give any guarantee 'or indemnity that may seem expedient.

To receive money in any form, borrow or raise money in such ,manner and on such terms and as may seem expedient, and in particular by issue of debentures, ot debenture stock and discharge any debt or obligation binding on the Company iIi accordance to the provisions of the Act and in such manner as may be deemed fit.

To draw, make, accept, endorse, discount, secure, execute, and issue cheques, bills or' exchange, promissory notes, debentqres, bills of lading and other negotiable or transferable instruments.

110 insure the Company fully or partly against any losses, damages, risk, accidents and liabilities of all kinds in respect if its contracts, agreements, advances, securities, undertakings, properties, belongings, goods, articles, , guarantees and obligations or in resp!:ct of employees of the Company either by s~tting apart funds of the Company or by effecting appropriate insurance from time to time.

&ubject to the provisions of the Act, to invest surplus funds of the Company qom time to time as would be deemed fit by the Directors and, from time to time, sell or vary such investments and to execute all assignments, transfers, receipts and documents that may be necessary for such purposes.

To create any reserve fundlaccount, sinking fund, insurance fundi account or any , other special fundlaccount whether for depreciation or for repairing, insuring, ilnproving, extending or maintaining any of the property of the Company or for any other purpose conducive to or for advancement of the interests of the €ompany.

~ubject to the provisions of Sections 292, 293, 293A and 2938 of the Act, to subscribe, contnbute, gift or donate any money, rights or assets for any national, ~ducational, religious, chantable, scientific, public, general or usual objects or to make gifts or donations of money or such other assets to any institutions, clubs, societies, associations, trusts, scientific research associations, universities, colleges or any individual, body of individual or bodies corporate.

To institute, conduct, defend, settle, negotiate, dispose off, compound, 9Ompromise or abandon any legal or other proceedings by or against the Company or its officers or oth.erwise concerning the affairs of the Company and to refer or submit to arbitration any dispute in connection therewith and also to compound and allow time for payment or satisfaction of any debts, dues or any Flaims or demands by or against the Company.

8

(51) To appoint agents, selling representatives, commission agents, and to engage lawyers and solicitors and to grant them or anyone of them necessary powers of attorney.

(52) To subscribe for, become a member of and co-operate with any other association, whether incorporated or not, whose objects are altogether or in part similar to those of the Company, and to procure from and communicate to any such association, such information as may be likely to furtber the objects of the Company.

(53) In the event of winding up, to distribute among the promoters of the Company in specie any property of the Company, or any proceeds of sale or 'disposal of any property of the Company, but sb that no distribution amounting to reduction of capital be made except with the sanction (if any) for the time being required by law.

(54) To develop, extend or expand any branch of the Company's main and/or ancillary businesses.

(C) OTIIER OBJECTS NOT INCLUDED IN "A" OR ''B'' ABOVE

(I) To carry on the business of trading and dealing with the goods and services as mentioned in "A" above.

(2) To undertake, carry out, promote and sponsor development programs including any program. for promoting the social and economic welfare ot; or the uplift of the public in any area and to assist in the execution and promotion thereof, whether directly or through an independent agency, or in any other manner.

(3) To manufacture and trade all types of goods.

(4) To generate, sale and trade electricity from all type of rencwablc sourccs and conventional sources such as Coal & Hydro power.

(5) To deal with refineries! bio refineries and grow their agriculture and herbal product (Raw Material) in the field of captive use & generate, sale and purchase.

(6) To manufacture & deal in research & development ofBio medicines

IV The liability of the members is limited.

V The Authorized Share Capital of the Company is Rs. 1,00,000/- (Rupees One Lakhs only) divided into 10,000 (Ten Thousand) shares ofRs 10 (Rupees ten only) each with the power to inerease or reduce the capital of the Company.

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We, the several per5OfIS, WIlese names an~ acklresses are s..rbscr,bed belOW are deSorous of be,rg formed rnIO a Company .n PUf$uance oIlhi& MemOnln~um of Assocl8hOn and we respectIVely agree to take the number 01 shaTes in !he caprwl oIlhe Company. set oppo$Ite our respective names

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• THE COMPANIES ACT 1956

AND

(THE COMPANIES ACT, 2013 TO THE EXTENT APPLICABLE)

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

AMULYABERBSPRIVATEL~ED

PRELIMINARY

I. Subject BS hereinafter provided, the Regulations contained in Table 'A' in the First Schedule to the Companies Act, 1956 shall apply to the Company.

INTERPRET A TION

2. (I) In these Regulations:-

(a) "Company" means AMULYA HERBS PRIVATE LIMITED

(b) "Office" means the registered office of the Company

(c) "Act" means the Companies Act, 2013 and Companies Act 1956 and any statutory modification thereof.

(d) "Seal" means the common seal of the Company.

(e) "Directors" ineans the Directors of the Company and includes persons occupying the position of the Directors by whatever names called.

(2) ui"ess tbe context otherwise requires words or expressions contained in these Articles shall be the same meaning as in the Act, or any statutory modifications thereof in force at the date at which these Articles become binding on the Company.

PRlV ATE COMPANY

3. The Company is a Private Company within the meaning of Section 2(68) of the Companies Ac~ 2013 and 'accordingly:

"Private company" means a company baving a minimum paid- up share capital of one lakh rupee or such bigher paid up capital as may be prescribed, and which by its articles,-

(i) Restrict the right to transfer its shares.

(ii) Except in CBSe of one person company, limit the number of its members to two hundred.

1

Provided that where two or more persons hold one or more shares in a company jointly. they shall ror

the purpose of this clause, be treated as a single member.

Provided Further that:-

(A) Person who are in the employment of the company. and

(B) Person, who having been formerly in the employment of the company, were member of the

company while in that employment and have continued to be member after the employment

ceased,

Sball not be included in the number of members; and

(iii) Prohibits any invitation to the public to subscribe for any securities of the company;

CAPITAL

4. The Authorized Share Capital of the Company is as mentioned in clause V of the Memorandum of

Association of the Company with power of the Board of Directors to sub-divide, consolidate and increase

and with power from time to time, issue any shares of the original capital with and subject to any

preferential qualified or special rights, privilege or condition as may be. thought fi~ and upon the sub-­

division of shares apportion the right to participate in profits in my manner as between the shares resulting

from sub-division.

(i) The Company shall have minimum paid up capital ofRs. I, 00,000/- (Rs. One Lacs only)

5. The shares shall be under the control and disposal of the Directors who may allot or otherwise dispose of

the same to such persons and on such terms as the Directors may think fit and to give any persons any

shares whether at par or at premium and for such consideration as the Directors may think fit.

6. The Directors may allot and issue shares in capital of the Company on full payment or part payment for any

property, goods or machinery supplied, sold or transferred or for services rendered to the Company

TRANSFER AND TRANSMISSION OF SHARES

7. Any member desiring to sell any of his shares must notify to the Board of Director of the number of shares,

the fair value and the narne of the proposed transferee and the Board of Directors must offer to the other

shareholders the share offered at the value and if the offer is accepted, the shares, shall be transferred to the

accept or and if the shares of any of them are not so accepted within one month from the date or notice or

the Board of Directors the members proposing transfers shall , at any time within three months allerwards.

be at liberty, subject to Articles 8 and 9 hereof, to sell and transfer the shares to any person at the sarne or at

a h.igher price.

In case of any dispute, regarding the fair value of the shares it shall be deciaed and fixed by the Company's

Auditor whose decision sball be final .

8. No transfer of shares shall be made or registered without the previous sanction of the DireClors, except

when the transfer is made by any member of the Company to another member or to a member's wife or

Child or Children or his heirs and the Directors may decline to give such sanction without assigning any

reason, subject to Section ill of the Act

9. The Directors may refuse to register any transfer of share (I) where the Company has Q lien on the sbare or (2) where the share is not a fully paid up share, subject to Section III ofthe Companies Act. 1956.

2

. For Amulya H ,

or

. I

• A Not Withstandin/: anything oontained in this Article and pursuant to the provisions of Sections 77A,

77AA and 77B consent of the Company be and is hereby accorded to the board of directors to Buy Back, from the existing shareholders andlor from the open market andlor arrangements, as the Board may think fit, from out of its free reserves or out proceeds of any issue made by the Company specifically for this purpose, or from such other sources as may be permitted by law, such terms oonditions and in such manner as may be prescribed by law from time to time.

GENERAL MEETINGS

10. All general meetings other than the Annual General Meeting shall be called Extraordinary Gcner.1 Meetings.

II. (i) The Board of Director may, whenever it thinks fi~ call Extraordinary General Meeting.

(ii) If 1ft any time there are not within India, Directors capable of acting who are sufficient in number to form a quorum, any Director or any two members of the Company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

(iii) Subject to Section 190 and 219 of the Companies Act, 1956 and general meetings may be called by giving to members clear Seven days notice or a shorter notice than of Seven days if consent thereto is given by members with the provisions of Section 171 ofthe Companies Act, 1956

PROCEEDINGS AT GENERAL MEETINGS

12. (il No business shall be transacted at any general meeting unless a spe"Cilicd quorum ol"mcmbcrs is pre'Scnl at the time when the meeting proceeds to transact business

(ii) Minimum two members present in person shall be a quorum .

13. The Chairman, if any, of the Board of Director shall preside as Chairman at every general meeting of the Company.

14. If there is no 50ch Chairman or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairman of the meeting, the Directors present shall elect one oftheir members to be the Chairman of the meeting.

15. If at any meeting, no Director is willing to act as Chairman or if no Director is present within 15 minutes after the time appointed for the meeting, the members present shall choose one of their to be Chairman of the meeting.

16. (i) The Chairman may with the oonsent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting, from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business len unfinished at the meeting from which the adjoummenllook place.

(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned me"tin!! shall be !liven as in the case of an original meeting. .

("IV) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting

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17. In case of equality of votes, whether on a show of hoods or on a poll the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, sball entitled to a second or casting vote.

18. Any business other than that upon which. poll hus been demandcd may be proceeded with, pending the taking of the poll.

DIRECTORS

19. The business of the Company shall be mooaged by the Directors who may pay all expenses incurred in setting up and registering the Compaoy ood may cxen:ise all such powers of the Compaoy as are not restricted by the Act or any statutory modification thereof for the time being in fo",e or by these Articles required to be exercised by the Compooy in general meeting. subject nevertheless to. any regulations of these Article, to the provisions of the Act, and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Compooy in general meeting, Nothing shall invalidate any prior act of the Directors whieh would have been valid if that regulation had not been made.

20. The number of Directors shall Dot be less than Two ood not more than Twelve.

21. The Following shall be the first Directors of the Company:

1. Manish Marwaha 2. Abha Marwaha

22. No person shall be elected as a Director (except as a first Director or a Director appointed by the Directors) unless seven days notite shall have been left at the Registered Office of the Company of the intention to propose him together with a notice in writing signed by himself signitying his willingness to be elected.

23. The Director need not hold any qualification shares in the Compooy.

24. (a) Subject to the provisions of the Companies Act, 1956 and rules framed thereunder, each Director shall receive out of the funds of the Company by way of sitting ree for his services a sum not exceeding the sum prescribed under the Act for every meeting of the Board of Directors or Committees thereof attended by him.

(b) The Directors sball also be paid traveling and other expenses for attending and returning from meetings of the Board of Directors (including hotel expenses) and any other expenses properly incurred by them in connection with the business of the Company.

(c) The Directors may also be remunerated Jor any extra services done by them outside th~ir ordinary duties as Directors. subject to the provisions of Section 314 ofthc Aet.

25. Subject to the provision of the Companies Act, 1956, if any Director being willing shall be call.'II upon to perform extta services for the purpose of the Compaoy, the Company shall, remunerate such Director by such fixed sum or pe",entage of profits or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration provided to above.

26 Subject to provisions of the Section 314 of the Companies Act, 1956, the remuneration of Directors may be fixed sum or a percentage of net profits or otherwise. The Said sum shall be fixed by the Board of Directors, from time to time.

'f7. Subject to the provision of Sections 297 and 299 of the Companies Act, 1956, no 9irector shall be disqualified by his office from contracting with the Company, nor sball any such contract entered into by or on behalf of the Company, in which any Director shall be in any way interested be ovoided, nor shall any

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• Director contracting or being so interested by liable to account to the Company for any profit realised by any such contract by reason only of such Director that office or of the fiduciary relations thereby established but it is declared that the nature of his interest must be disclosed by hislher ~t the meeting of the Directors at which the contract is determined if hislher interest then exists or in any other case, at the fll'St meeting of the Directors after be/she acquires such interest

28. The Direftor may appoint any person to be an alternate Director to act for a Director (hereinafter in this article called the original Director) during his absence for a period not less than three months from the state in which meeting of the Directors are ordinarily held, but such alternate Director shall. ipso facto vacate office if and when the original Director returns to the state in which the meetinl!)i of the Directors arc originally held, subject to Section 313 of the Act

29. The First Directors shall not be liable to retire from office by rotation.

30. The Board of Directors may, from time to time, by ordinary resolution increase or reduce the number of Directors within the limits specified in Article 20.

31. The Directors shall have the power, at any time and from time to time, to appoint any person as additional Director in addition to the existing Directors so that the total number of Directors shali not be at any time exeeed the nuraber fixed for Directors in these articles. Any Directors so appointed, shall hold office only until the next following annual general meeting, but shall be eligible thereat for election as Director.

32. The Company, may by ordinary resolution, of which special notice has been given in lccordance with the provision of Section 190 of the Companies Act, 1956 remove any Director including the Managing Director, if any, before the expiration of the period of his office, notwithstanding anything contained or in . any agreement between the Company and such Director, such removal shall be without prejudice to any contract of service between him and the Company.

33. If the Director appointed by the Company in general mecting, vacates office as a Director belore his tcrm of office will expire in the normal course, the resulting casual vacancy may be liII .. -dup by the Board of Directors at a meeting of the Board of Directors but any person so appointed shall retain his olliee so long only as the vacating Director would have retained the same if vacancy by appointing the"'to any person who bas been removed from the office of Director under Article 32.

34. In the event of Company borrowing any money from any fmancial corporation or institution of Govenament or any Govenament body or a collaborator, bank, person or persons or from any other souree, while any money remains due to them, the lender concerned may have and may exercise the right and power to appoint from time to time, any person or persons to be a Director or Directors of the Company and the Directors so appointed shall be liable to retire by rotation, subject however, to the limits prescribed by the Companies Act, 1956. Any person so appointed, may at any time be removed from the office by the appointing authority who may from time of such removal or in case of death or resignation of person, appoint any other or others in his place. Any such appointment or removal shall be in writing, signed by the appointed and served on the Company. Such Director need not hold any qualification Shares.

35. Section 283 of the Companies Act, 1956 shall apply regarding vacation of office by Director. A Director shali also be entitled to resign from the office of Directors from such date as he may speciry whik so resigning.

MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

36. The Board of Directors may, from time to time, subjcct to the provision of Section 197 A of the Companies Act, 1956, appoint one or more of their body to the office of the Managing Director or Whole Time

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Director for such period and on such remuneration and other terms, as they think lit and subject to the terms of any agreement entered into in any particular case, may revoke such appointment His appointment wili automatically terminated ifhe eeases to be a Director.

37. A Managing or Whole time Director may be paid such remuneration (whether by way of salary, commission or participation in profits or partly in one way and partly in other) as the" Board of Directors may determinate.

38. The Board of Director, subject to Section 292 of the Companies Act, 1956. may entrustto and confer upon a Managing or Whole Time Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions as they may, from time to time, revoke, withdraw or alter or vary all or any of such powers.

PROCEEDINGS OF THE BOARD

39. The quorum necessary for the transaction of the business of directors shall be minimum two or one third of the totals nwhber of DireCtors whichever is higher, subject to section 287 of the Companies Act, 1956.

40. Subject to the provision of section 285 of the Act, a meeting of the Board of Directors shall be held at least once in every three calendar months and at least four such meetings shall be held in each calendar year. The Directors may '1'eet together for the discharge of the business, adjourn and otherwise regulate their meetings and proceedings, as they think fit.

41. Notice of every meeting of the Board of Directors of the Company shall be given in writing to evel)' Director for the Time being in India and at his usual address in Indiu to every other Din'<:tor.

42. A meeting of the Directors for the time being, at which a quorum is present, shall be competent to exercise all or any of the authorities. powers and discretions by law or under the Articles and rcgulations Ibr the time being vested in or exercisable by the Directors.

43. The Managing Director or a Director or a Secretary upon the requisition of Director(s), may at any time convene a meeting of the Directors.

44. The questions arising at any meeting of the Directors shall be decided by a majority of votes and in case of equality of vote, the chairman sball have a second or casting vote.

45. The Directors may elect a Chairman of their meeting and determine a period for which he is to hold office. lfat any meeting the Cbai.rman is not present within fifteen minutes of the time appointed for the same or is unwilling to preside, the Directors present may choose one of their members to be the Chairman of such a meeting.

46. Subject to the provision of Section 292 of the Act, the Dircctors may delegate any of their powers. oth.'f than the power to borrow and to make calls, to issue debentures and any other powers which by reason of the provision of the Act can not be delegated to Committees consisting of such member or memb<.'fS of their body as they may think tit and they may, from time to time, rcvoke and discharge any such committIX either wholly or in part and either as to persons or person. Every Committee so tbrmed, in exercise of powers so delegated, shall conform to any regulations that may, from time to time, imposed on it by the Directors and all acts done by any such Committee in conformity with sucb rcgulations and in fulfillment of the purpose of their appointm.ent, but noC otherwise sball have tbe like force and effect as ifby the Board of Directors.

47. A resolution not being a resolution required by the Act or by these Article to be passed only at a meeting of the Directors, may be passed without the meeting of the Directors or a Committee of Directors provided

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• that the resolution has been circulated in draft together with necessary papers, if any. to all the Directors or to all the members to the Committee then in India (not less than the quorum fixed for a meeting of a Board or Committee, as the case may be) and to all other Directors or members at their usual address in India, and has been approved by such of the Directors as then in India or by a majority of such of them as are entitled to vote on the resolution.

48. All acts done by a person shall be valid, notwithstanding Iilat it may be afterwards discovered that his appointment was inv.alid by reason of any defect or disqualification or had terminated by virtue of any provisions contained in the Act or in these Article. Provided that this Article shall not give validity to acts done by a director after his appointment has been shown to the Company to be Invalid or to have terminated.

POWERS OF THE DIRECfORS

49. Subject in Section 292 of the Act. the Board of Directors shall have the right to delegate any of their powers to such managers. agents or other persons as they may deem fit and may at their own discretion revoke such powers.

50. The Directors sball have powers lor the engagement and dismissal of managers. engineers, clerks and assistants and sball bave power to general direction, managemenl and superintendence of the business of the Company with full powers to do all sucb acts, matters and things deemed necessary, proper or expedient for carrying on the business of the Company, and to make and sign all such contracts and to draw and to accept on bebalf of the Company all such biUs of exchange, hundies, cheques, drafts and other Government papers and instruments that sball be necessary, proper or expedient, for the authority and direction of the Company except only such of them as by the Act or by these presents are expressly directed to be exercised by share-holders in the general meetings.

INSPECTION OF ACCOUNTS

51. (i) The Board shall cause proper books of accounts to be maintained under Section 209 of the Companies Act, 1956.

(ii) Subject to the provisions of Section 209A of the Companies Act, 1956. the Board of Di"' ... , ors shull also. from time to time. determine whether and to what extent and at what times and places and under what conditions or regulations account books of the Company or any of them. shall be open to the inspection of members not being Directors.

(iii) Subject to the provisions of Section 209A of the Companies Act, 1956 • . no member (not being a Director) or other person shall have any right of inspecting any account book or document of the Company except as conferred by law or authorised by the Board or by the Company in general meetings.

SECRECY

52. Every manager, auditor, trustee, member of a committee, officer, servant, agent. accountant or other person employed in the business of the Company shall, if so required by the Board of Directors, before entering upon bis duties, sign a declaration pledging himself 10 observe strict secrecy respecting all bonafide transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to hls knowledge in the discharge of his duties except when required to do so by the Directors or by any general meeting or by the laws of country and except so far as may.be necessary in order to comply with any of the provisions in these presents and the provision orthe Companies Act. 1956.

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BORROWING POWERS

53. Subject to the provision of section 292 ofthe Companies Ac~ 1956, the Director shall have the power. from time to time and at their discretion. to borrow. raise or secure the payment of any sum of money for the purposes of the Company in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or bonds of the Company or by mortgage or charge upon all or any of the properues of the Company both present and future including its uncalled' capital for the time being. ·

OPERATION OF BANK ACCOUNTS

54. The DirectorS shall have the power to open bank accounts, to sign cheques on behalf of the Company and to operate all account of the Company and to receive payments, make endorsements, draw and accept negotiable instruments, hundies and bills or may authorise any other such person or Pers9ns to exercise such powers.

INDEMNITY

55. Subject to the provision of Seclion 201 of the Companies Act, 1956, the Chairman. Direc.,ors, Audi,ors. Managing Directors, and other officers for the time being of the Company and any trustees for the tim" being acting in relation to any of the affairs of the Company and their heirs and executors, shall be indemnified out of the assets and funds of the Company from or against all bonafide suits, proceedings, costs, charges, losses damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or committed in or about the execution or their duties in their respective offices except those done through their willful, neglect or default. Any such officer or trustee shall not be answerable for acts, omissions, neglects or defaults of any other officer or trustee.

WINDING UP

56. (i) If the Company shall be wound up, the liquidator may with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or in kind. the whole or any part of the assets of the Company, whether they shall consist of the same kind or not.

(li) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members of different classes of members.

(lii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit but so that no member shall be compelled to accept any shares or other securities whereon there is any liability .

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COMMON SEAL

57. (i) The board shall provide for the safe custody of the Seal of the Company

(il) The seal shall not ~ affixed to any instrument except by the authority of resolution of the Board of Directors or a Committee of the Board authorised by it in that behalf and except in the presence of at least one Director and that one Director shall sign every instrument to which the seal of the Company is so affixed in his presence. The share certificates will. however, be signed and scaled in accordance with the Rule 6 of the Companies (Issue of Share Certificate) Rules, 1960 . .

BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

58. Balance Sheet and Profits and Loss Account of the Company will be audited once in a year by a qualified auditor for certification of correctness as per provisions of the Companies Act, 1956.

AUDIT

59. The flfSl auditors of the Company shall be appointed by the Board of Directors within one month after its incorporation and who shall hold the office till the conclusion oflirst annual genernl meeting.

60. The Directors may fill up any casual vacancy in the omce of the Auditors.

61. The remuneration of the auditors shall be fixed by the Company in the Annual General Meeting except that remuneration of the first or any auditors appointed by the Directors may be fixed by the Board of Directors.

BUYBACK OF SHARES

62. Subject to the provisions of seetion 77A, 17AA and 77AB of the Companies Act 1956 and scction 69 and 70 of the Companies act 2013 and subject to requirement o!'applicable buy-back regulations/rules made by Central GovemmentlSEBI in this regard as may be modified from time to time,. the company may purchase its own shares or other specified securities.

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Application for Arn!ertdment In Registration Certificate unde~ the Haryana Valued Added Tax Act, 2003 &

the Central Sales Tax "'ct.'1956

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Ward: 01 District: Panchkula

1!. pN 06252509741 I i. Name & Address of Business AMU~YA I1ERBS PRIVATE LIMITED,IPLOT NO.270, 2ND FLOOR, I.A., AUPUR,

I ! BARWALA\ PANCH KULA, - , ~, I Panchkula. Haryen., Ind ia

3.· Details of Amendment Applied

3.1' Change In Principal Place of Business Y{ithln district

Date of Change 04105/2016

'Exlstlng address of Principal Place 01 Business I

Whether Leased Whe h.~r In~oices are issued Yes Owned/Rented/Leased" from is premise"

SCOI BoothlShop IBuilding PLOT NO.270, 2ND Build n~ Name/ Mahalia! --IFlat IFloor IDoor No FLOOR, I.A., ALIPUR, Colony Market Placel StreeU

BARWALA, Lane PANCHKULA

Sectorl Area - - I Citv/ irown! Viliaae Name

Post Office - 'Dlstrict , i Panch kula

Pin Gode 134109 State! ,

Haryana ! I Country India Telephone No.

Fax No. NA E-mail for Official [email protected] L ______ _ . __ Correspondence m

' Mobile No. +91·9896960005 ,

iltew Address details of Principal place of the Bu ! .

iness Firm In Haryana

Whether Leded Whether invoices are Issued Yes Owned/Rented/Leased" from this premise'

SCOt Booth/Shop IBuilding PLOT NO 293 BUildin~ Namet Monalial 2ND FLOOR !lFlat IFloor IDoor No Colony Market Placel StreeU

Lane r------i Sectorl ,Area INDUSTRIAL AREA City/ Townl Viliage Name PHASE.1

Post Office PHASE ·1 Distrift Panchkula PANCH KULA

Pin Code '134112 State Haryana

Country India TelePhone No.

Fax No. E·mail for Official [email protected]

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IMobile No. +91·9896960005

~~me & Status of ali Current Signatories

SrNo_ Name Status ' Sianature Date 1 ABHA MARWAHA Director 04/0512016 2 MANISH MARWAHA Director 04/0512016

VerifiClltion and Dedaration ~ (i) INVe do hereby solemnly affirm and dedare that the InforrT)atio contained In this application, including

annexures (I, IV, V) attached herewith, is true and correct lo ·th best of my/our knowledge and belief.

(ii) The names, addresses and other details of the proprietor, ~ach ,of the partner, Karta of HUF and each director(in case of private limited company) are attached as per Annexure - I

(iii) The names. addresses and other details of the persons appointed as authOrized managers (but are not authOrized to apply fo< reglstrali.on) are attached as per Annexure - V

Referrq No: RF2611516021Z"~1 , p.ted:DoW5I2018 Page 1 Of2

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R<!gisuarion Ccnificm~ under seaion II orlhc Hll')lal1a Value Addt:tl T;,x Act. l00j (Seerulc II)

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Certificate No: 150421019153

This is to Certifj' that the Mallagemellt System of the

AMULYA HERBS PVT. LTD. PLOT NO. 293, 2ND FLOOR, INDUSTRIAL AREA, PHASE-l,

PANCHKULA, (HARYANA), PIN CODE-134113, INDIA

Has been assessed and found to be ill (Iccordance with the requirl!l1I cllts of

standard detailed below

This Certflicate is valid for the following scope

"MARKETING OF HERBAL & COSMETIC PRODUCTS"

Initial Registration Date

Issue Date

21 " Apr. 20 15

21 " Apr. 2015

20'" Apr. 2017 Valid 1I ntil

To chec k validity of the certiticate plcase v isit www. i soin~l i a .oI.g 0 . ' call at given numbc.·s L i) Ii:

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Managing y)(rector ,TNV Certification Pvt Ltd.

i Accredited b> Dubai , ' ",~ ...,... reclitarion Ce nflT (D'\'[)

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