THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION
OF
BADADEO FARMER PRODUCER COMPANY LIMITED

(Incorporated under Part XXIA, of the Companies Act, 2013)

I. The Name of the Company is BADADEO FARMER PRODUCER COMPANY

LIMITED.

II. The Registered office of the company will be situated in the state of
Odisha.

III. The objects for which the Company is established are:—

A. The Main Objects to be Pursued by the Company on its

Incorporation are:—

1. The objects of the Producer Company shall relate to all or any of the
following matters, namely:-
(a) production, harvesting, procurement, grading, pooling, handling,
marketing, selling, export of primary produce of the Members or
import of goods or services for their benefit: Provided that the
Producer Company may carry on any of the activities specified in
this clause either by itself or through other institution;
(b) processing including preserving, drying, distilling, brewing, vinting,
canning and packaging of produce of its Members;
(c) manufacture, sale or supply of machinery, equipment or
consumables mainly to its Members;
(d) providing education on the mutual assistance principles to its
Members and others;
(e) rendering technical services, consultancy services, training,
research and development and all other activities for the promotion
of the interests of its Members;
(f) generation, transmission and distribution of power, revitalisation of
land and water resources, their use, conservation and
communications relatable to primary produce;
(g) insurance of producers or their primary produce;
(h) promoting techniques of mutuality and mutual assistance;
 (i) welfare measures or facilities for the benefit of Members as may be
decided by the Board;
(j) any other activity, ancillary or incidental to any of the activities
referred to in clauses (a) to (i) or other activities which may promote
the principles of mutuality and mutual assistance amongst the
Members in any other manner;
(k) financing of procurement, processing, marketing or other activities
specified in clauses (a) to (j) which include extending of credit
facilities or any other financial services to its Members.’’
2. Every Producer Company shall deal primarily with the produce of its
active Members for carrying out any of its objects specified in this
section.
(B) Matters Which are Necessary for Furtherance of the Objects of
Clause III (A) are:—
1 To enter into, make and perform contracts of every kind and
description, agreements and arrangement with any person, firm,
association, corporation, municipality, Country, State Body Politic
or Government or Colony or dependency thereof.

2 To repair, alter, remodel, clean, renovate, convert, manipulate, and

prepare any assets, property or goods for the use of the Company or
for resale and to resell any goods or property from time to time
belonging to the Company.

3 To employ experts to investigate and examine into the condition,

prospects, value, character and circumstances of any business
concern and undertakings and generally of any assets, property or
rights.

4 To undertake generation, transmission and distribution of power,

revitalize on of land and water resources, their use, conservation
and communication relatable to primary produce of themembers.

5 To sell or supply of machinery, equipments consumables only to the

members.

6 To undertake the financing of procurement, processing, marketing

or other activities for the benefit of members including extending of
credit facilities or other financial services.

7 To provide welfare measures or facilities for the benefit of members

as may be decided by the Board.
8 To handle, market, sell, warehouse, distribute, barter or transport,
produce of members and persons engaged in agricultural activities.

9 To promote and support mechanisms to ensure a fair and just price

for the goods produced and consumed by the members.

10 To provide education on the mutual assistance principles to the

members.

11 To adopt any of the property of the Company as, and to build or

rent, shops, offices and other place of business and to use or lease
any part of the property of the Company not required for the above
purposes.

12 To enter into any arrangement to any State, Central Union Territory

Government, Municipal, Local, or other authorities other statutory,
Government or non Statutory Bodies that may seem conducive to
the attainment of the objectives of the Company or any of them or
for complying with any Statutory Regulations or to obtain from such
Authorities rights, privileges and concessions which the Company
may think desirable to obtain and to carry out, exercise and comply
with any such arrangements, rights, privileges and concessions.

13 To purchase, take or lease, license, grant, assign, transfer,

exchange, hire, or otherwise acquire any real and/or personal
property and any rights or privileges which the Company may think
necessary or convenient for the purpose of its business or may
enhance the value of any other property of the Company and in
particular any land(freehold, leasehold or other tenure), building,
easement, machinery, plant, stock in trade and other movables and
immovable properties of any description and on any such land to
develop manage and cultivate any farms agricultural and to erect
buildings, factories, shades, go down or other structure for the
purpose of the Company and also for the residence and amenity of
its employees, staff and other workmen and erect and install
machinery and plant and her equipment deemed necessary or
convenient or profitable for the purposes of the Company and
thereto retain any property to be acquired for the purpose of the
Company’s business or to turn the same to account as may be seem
expedient.

14 To build, construct, alter, maintain, enlarge, pull down, remove or

replace, improve or develop and to work, manage and to control any
building, offices, factories, guest houses, mills, foundries, refineries,
 furnaces, machineries, engines, go-downs, warehouses, shops,
roads, railways, tramways, roads or other means of transports,
sidings, bridges, reservoirs, dams, water courses, water systems,
wharves, electrical works, gas works or works, operated by any
other kind of power and also such other machinery, equipment,
conveyances, works and conveniences which may seem calculated
directly or indirectly to advance the interest of the Company and to
subsidize, contribute to or otherwise assist or take part on doing
any of these things and/or to join with any other person or
Company or with any Government or Governmental authority in
doing any of these things.

15 To appoint Managers, Brokers, Agents, Representatives,

Distributors, Retailers and any other person, in all such places
anywhere in the world, as the Company may from time to time
determine for carrying on the Company’s objects and to establish
and maintain office, agencies, branches, in any part of India or
elsewhere, from time to time for the purposes of the Company.

16 To let on lease or mortgage or enfranchise on hire purchase system

or to lend or, otherwise dispose of any property of rights belonging
to the Company and to finance the purchase of any article or,
articles, whether made by the Company and /or not by way of loans
or by purchase of any such article or articles and the letting thereof
on hire purchase system or otherwise howsoever.

17 To sell, lease, mortgage, grant licenses, easements and other rights

over and in any other manner whatsoever, to transfer, deal with the
undertaking, property, assets, rights and effects of the Company or
any part thereof for such consideration either in cash or otherwise
as the Company may think fit and in particular for shares, stocks of
any other Company whether or not having objects altogether or in
part similar to those of this Company and to hold or distribute
among the members in specie or otherwise the whole or part of the
consideration for such sale or amalgamation with any person,
company or association.

18 To purchase or otherwise acquire and undertake the whole or any

part of the business, property, rights and liabilities of any person
firm or Company including that of Promoters of the Company or to
amalgamate or absorb any other company, carry on or proposing to
carry on, any business which the Company is authorised to carry
on possessed of property or right suitable for the purposes of the
 Company or which can be carried on in conjunction herewith or
which is capable of conducted so as to directly or indirectly to
benefit the Company and to purchase, acquire, sell and deal in
property , rights, shares, stocks of any such person firm or
Company and to conduct, make or carry into effect any
arrangement in regard to the winding up of the business of any
such person firm or Company.

19 To enter into partnership or into any arrangement for sharing

profits, or losses for any such Union of interest, joint adventure,
reciprocal concession or co- operation with any person or persons or
Company or Companies in any part of India or abroad carrying on,
or engaged, in or about to carry on, engage in any business or
transaction capable of being conducted so as directly or indirectly to
benefit this Company.

20 To enter into any agreement or arrangement with any person or

persons, firm, Company or associations in India or abroad and act
as the franchises, management contractors, suppliers, consultants
or agents in any part of the world and undertake business which
the Company is authorised to carryon.

21 To appoint any person, firm, association or Company as franchisees

or management contractors or agents of this Company and enter
into a arrangement with such persons and entities for sharing of
profits, or losses or for any union of interest, joint adventure,
reciprocal concession or co-operation.

22 To establish or promote concur or be interested in establishing or

promoting any Company or Companies for the purpose of acquiring
all any of the property, rights and liabilities or for any other purpose
whatsoever and to transfer to any such Company any property of
this Company.

23 To establish or promote concur or be interested i establishing or

promoting any Company or Companies or purchase or otherwise
acquire hold, share, stock of any Company or Companies carrying
on similar business analogous to the objects of this Company and
or retain the same or dispose off or deal with or sell the same or part
there of as may be advantageous to the interest of the Company and
to give shares or stock of this Company in exchange for shares or
stocks of any other Company.
24 To carry out all or any of the forgoing objects in any part of India or
abroad as principals, agents, contractors or otherwise either alone
or in partnership or in conjunction with any other person, firm,
association or Company and either through agents, sub-agents,
sub-contractors, trustees or otherwise and for the purpose procure
the Company to be registered, incorporated or recognized in any
place outside India.

25 To take part in the formation, management or supervision of any

firm, Company or any other undertaking and for that purpose to,
appoint and remunerate any director, accountant, other experts,
agents and other employees.

26 To pay for any rights or property acquired by the Company

including for the leasehold rights and the right of possession and
enjoyment of lands, property and other assets ant to remunerate
any person or Company including its promoters whether by cash
payment or by allotment of shares of the Company credited as paid-
up in full or in part or otherwise.

27 To take, supply or acquire any shares of any other Company or

undertaking having or carrying on allied business and to dispose
off, sell, mortgage or transfer any share or stocks etc., so acquired.

28 To acquire from any person, firm or body corporate, whether in

India or elsewhere, technical information, know-how, processes,
engineering, manufacturing and operating data, plans, layouts and
blueprints useful for the design, erection and operation of plant
required for any of the business of the Company and to acquire any
grant or license and other rights and benefits in the foregoing
matter and things.

29 Subject to the provisions of the Company Act, 2013, to make

donations to such persons or institutions either in case or by any
other assets as may thought directly or indirectly conductive to any
of the Company’s object or otherwise expedient and in particular to
remunerate any person or corporation introducing business to this
Company and also to subscribe, contribute, or otherwise assist or
guarantee money for charitable, scientific, religious or benevolent,
national, public or other institutions, object or for any exhibition for
any public, general or other object.

30 To establish and support and aid in the establishment a support of

 Association, institutions, funds, trusts, conveniences calculated to
benefit members and/or employees of the Company or the
dependents or connections of such persons and to grant pensions
and allowance and to make payments to insurance
andsubscribeorguaranteemoneyforcharitableorbenevolentobjectsorfo
ranypublic, general or useful objects including providing for the
welfare of the employee or ex-employee of the Company and the
wives, widows, families and dependents or connections of a such
persons by building or contributing to the business or houses,
dwelling or by grant of money, gratuity or by creating from time to
time, subscribing or contributing towards places of instructions or
recreations, hospitals and dispensaries, medical and other
assistances the company shall think fit.

31. To insure with any person, firm, association or Company against

losses, damages, risks and liabilities of any kind, which may affect
the Company wholly or partially, or directly or indirectly including
producers or their primary produce and on the lives of any debtors
to the Company or on the lives of any other persons in whom the
Company may have an assumable interest and to pay premiums
and other money required to keep up the policies of assurances out
of the moneys of the Company.

32. To give any officers, servants, or employees of the Company any

share of interest in the profit of the Company’s business or any
branch thereof and whether carried on by means or through the
agency of any subsidiary Company or not and for that purpose to
enter into any arrangement the Company may think fit.

33.To pay out the funds of the Company all costs, charges and expenses
which the Company may lawfully pay with respect to the promotion,
formation and registration of the Company and expenses attendant
upon the formation of agencies, branches and local board and to
rectify any pre-incorporation contracts entered by the promoters for
the purpose of this Company and pay money for such purpose or
reimburse the cost incurred in that connection subject to the
approval at the first General Meeting of the members of the
Company.

34. To borrow or raise money with or without security or to receive

money on deposit subject to applicable provisions of the Companies
Act, 2013 or loan carrying interest or otherwise in such manner as
the Company may think fit and in particular by the issue of
 stock(perpetual or otherwise) and convertible into shares of this or
any other Company or not to secure the e-payment of any such
money borrowed, raised or received, owning by mortgage, pledge
charge or, lien upon all or any of the property, assets or revenue of
the Company both present and future including its uncalled capital
and to give the lenders or creditors the powers of sale and / other
power as may seem expedient and to purchase, redeem or pay off
any such security and also by similar mortgage, charge, lien to
secure and guarantee the performance by the Company, the debts
and the contract of customers and others or any other persons, firm
or Company of any obligations undertaken by the Company or any
other persons, firms or Company as the case may be, subject to the
provisions of the Companies Act, 2013 and rules framed there
under.

35. To lend and advance money or to give credit or install facility to

such persons or Companies on such terms as may seem expedient
and in particular to customers and others having dealing with the
Company and to guarantee the performance of any contract or
obligation and the payment of money or by such persons or
Companies but not to do the business of Banking as defined in the
Banking Regulations Act, 1949.

36 To advance, invest and deal with money of the Company in such

manner or upon such investment or securities as may from time to
time be determined.

37 To take or concur in taking all such steps and proceedings as may

seem best calculated to uphold and support the credit of the
Company and to obtain and justify public confidence and to, avert
or minimize financial disturbances which might affect the Company
including advertising the services of the Company.

38 To constitute, maintain, control, administer and dispose of reserve

and other funds for any purpose conducive to the interest of the
Company and generally to pay dividends, bonuses, commissions,
pensions, gratuities, honorarium and to distribute any assets of the
Company in specie among its members, staff or others as permitted
by law and to capitalize by issue of bonus shares and to buy back
the shares of the Company as per the provisions of the Companies
Act, 2013.

39 To open any kind of account or accounts with banks or banks or

 financial institutions and to draw, make accept, endorse, discount,
execute and negotiate bills of exchange, hundies, bills of lading,
promissory notes, warrants and other negotiable or transferable
instruments or securities.

40 To become member of any other bodies of persons, associations,

institutions, clubs, societies, chamber of commerce or commercial
institutions and body corporate including companies limited by
guarantee members or associate member and to pay all subscription
and other amounts for the purpose.

41 To institute, defend, compound or withdraw any legal proceedings

by or against this Company or its officers or otherwise concerning
the affairs of the Company or its officers, including to obtain or
defend the legal title to the property and assets of the Company and
also to compound, allow time for payment or satisfaction of any
debts due to the Company and of any demand by or against the
Company and to indemnify members, officers, directors and
employees of the Company against proceedings, causes, damages,
claims and demands in respect of anything done or ordered to be
done for and in the interest of the Company and for any loss,
damage or misfortune, whatsoever which shall happen in the
execution of the properties of their office or in relation thereto.

42 To establish or provide assistance for establishment of well equipped

laboratories and research stations to conduct any scientific,
analytical, chemical and experimental research or any other
investigation with a view to invest, effect or improve any process or
products which the Company is authorized to deal with.

43 To distribute any of the properties of the Company among the

members in specie or otherwise, but so that no distribution
amounting to action in capital be made without the sanction (if any)
for the time being required by the law.

44 To open and keep register or registers in any country or countries

where it may deem advisable to do so and to allow any number of
shares in the Company to such register or registers.

45 To create any Depreciation fund, Reserve Fund, Insurance Fund,

Sinking Fund or any other Special Fund, whether for depreciation
or repair or replacement, improving, extending or maintaining any
of the properties of the Company, or for any other purposes
 conducive to the interest of the Company.

46. To do any other activity, ancillary or incidental to the main object of

the Company, which may promote the principles of mutuality and
mutual assistance among the members.

IV. The following persons are the subscribers to the Memorandum of

Association of the Company:

Sl Particulars of Subscribers
No.
1 Omprakash Sahu, S/o- Rushaba Sahu, DOB- 03.05.1983, PAN:
BYDPS1633M, Address: At/Po- Burda, Via- Loisinga, Dist- Bolangir-
767020, Occ: Farmer
2 Dayanidhi Sahu, S/o- Purusottam Sahu, DOB- 21.07.1969, PAN:
IZEPS4491C, Address: At/Po- Burda, Via- Loisinga, Dist- Bolangir-
767020, Occ: Farmer
3 Sumati Sa, D/o- Lingaraj Sa, DOB- 26.02.1976, PAN: KAEPS2030E,
Address: Jogisarada, Loisingha, Dist- Bolangir-767020, Occ: Farmer
4 Chaturbhuja Sahu, S/o- Jaydeb Sahu, DOB- 25.07.1972, PAN:
NKGPS4947P, Address: Kuturapali, Pardhiapali, Loisinga, Dist-
Bolangir-767020, Occ: Farmer
5 Bhairab Sahu, S/o- Shyamsundar Sahu, DOB- 12.06.1979, PAN:
CJJPS4809P, Address: At- Sargad, Dist- Bolangir-767020, Occ: Farmer
6 Gitanjali Sahu, D/o- Dushasana Sahu, DOB- 02.11.1986, PAN:
OUWPS0588F, Address: At/Po- Burda, Loisingha, Dist- Bolangir-
767020, Occ: Farmer
7 Balgopal Sahu, S/o- Purnachandra Sahu, DOB- 05.07.1977, PAN:
KQMPS0920R, Address: At/Po- Burda, Loisingha, Dist- Bolangir-
767020, Occ: Farmer
8 Laxmi Prasad Rana, S/o- Bishi Keshan Rana, DOB- 16.06.1966, PAN:
FGMPR4675H, Address:, Loisingha, Dist- Bolangir-767020, Occ: Farmer
9 Suresh Kumar Sahu, S/o- Rahasa Bihari Sahu, DOB- 05.07.1983, PAN:
FOBPS8120F, Address: Ghungi, Kusumel, Chandanbhati, Dist-
Bolangir-767020, Occ: Farmer
10 Sudam Mahakur, S/o- Mohan Mahakur, DOB: 13.09.1959, PAN:
FOYPM1638P, Address: Burda, Loisinga, Balangir-767020, Occ: Farmer

V. The Authorised Share Capital of the Company is Rs.15, 00,000

(Rupees Fifteen Lacs) divided into 1, 50,000 (One lakh Fifty
Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.
 VI. The following subscribers being producers, who shall act as the first
Directors in accordance with sub-section (2) of section 378J:

Sl Particulars of Directors
No.
1 Omprakash Sahu, S/o- Rushaba Sahu, DOB- 03.05.1983, PAN:
BYDPS1633M, Address: At/Po- Burda, Via- Loisinga, Dist- Bolangir-
767020, Occ: Farmer
2 Dayanidhi Sahu, S/o- Purusottam Sahu, DOB- 21.07.1969, PAN:
IZEPS4491C, Address: At/Po- Burda, Via- Loisinga, Dist- Bolangir-
767020, Occ: Farmer
3 Sumati Sa, D/o- Lingaraj Sa, DOB- 26.02.1976, PAN: KAEPS2030E,
Address: Jogisarada, Loisingha, Dist- Bolangir-767020, Occ: Farmer
4 Chaturbhuja Sahu, S/o- Jaydeb Sahu, DOB- 25.07.1972, PAN:
NKGPS4947P, Address: Kuturapali, Pardhiapali, Loisinga, Dist-
Bolangir-767020, Occ: Farmer
5 Bhairab Sahu, S/o- Shyamsundar Sahu, DOB- 12.06.1979, PAN:
CJJPS4809P, Address: At- Sargad, Dist- Bolangir-767020, Occ: Farmer

VII. The Liability of the members is Limited this liability is limited to the
amount unpaid, if any, on the shares held by them.

VIII. The objects of the company shall extend to all States and Union
Territories of India.
we, the several persons, whose names and address are subscribed,
are desirous of being formed into a company in pursuance of this
memorandum of association, and we respectively agree to take the
number of shares in the capital of t h e company set against our
respectlve names-

$ign=re, Names, Addresser, NO. of shares Signature, name, addresses,

descriptions and occupations of taken by descriptions and occupations
subscribers each of witnesses
subscriber
-
--

Pdd7 s& <c

/ 60

~ c ~. m l n ~ e n .

& f t . FCXYITYIR~~

--
ofC, FGYIWR~
 -
DY-' f*rn h
lottw; frdPU-PP f4P\m Im *

r/n qc~hw
F\- cOnp k-
r-
(7'u 'ISfl.crl)
/' 4< 6 %

H C r pmmaq*
3
w
Su* ku-1 MP-4 (a
SOT@ h quwm - M i CpV
&4s..;
s/o * 6
. 34 LJ
/#.fiJfld

~ ~ 1 ,~k a uwa n d~
c~mdmt,
& o - f ~ r \t ~ .- (,
@+f ?OLD

er-Fm.svle1.1.
p l f f r ~ IflC@@, t/J U - V ~
2dRrn va h q " - / -0a7, =x
3 ) ~ ,w ~ c h y u y/7( ow Eq4
/
\qcf
,qr,-rd4 , 1 b p ~ cA
~ q i

0
h&aqiy M1~ 1 w 6
x
-
6eq.,F m m e q

Q-
TOTAL
1
Gate: ao,tc aoa I
Place:
gbrfl7 ;J