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(The Companies Act, 1956)

(Company limited by shares)

MEMORANDUM OF ASSOCIATIONOF

DADRI COMMERCIAL PRIVATE LIMITED.

1. The name of the Company will be DADRI COMMERCIAL

PRIVATE LIMITED.

2. The Registered Office of the Company will be situated in theNational Capital Territory of Delhi.

3. The Objects for which the Company is established are thefollowing:-

A.The main objects to be pursued by the Company upon its

incorporation are:

a) To carry on the business of trading, export, import such

agricultural products including food grains, cereals, seeds,

plants, flowers, vegetables, fruits, vegetable and edible

oils, nuts, spices, spice oils, extracts, essential oils,

oleo-resins, timber, scents, aromatics, fragrances, grass,

seaweeds leaves or to deal in any kinds of crops, plants

seed, fruits, vegetables, timber, grass, leaves, and any

other foods, arid food related items or any other produce and

by products.

b) To work particularly, as Distributing agents, stockiest, and

Sales Organizers in any area for Firms, Foreign or

Indian, who Manufacture, Import or Export agricultural

products including food grains, cereals, seeds, plants,

flowers, vegetables, fruits, vegetable and edible oils, nuts,

spices, spice oils, extracts, essential oils, oleo-resins,timber, scents, aromatics, fragrances, grass, seaweeds leaves

or to deal in any kinds of crops, plants seed, fruits,

vegetables, timber, grass, leaves, and any other foods, arid

food related items or any other produce and by products.

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B. The objects incidental or ancillary to the attainment of the

main objects are:

1) To own, establish Agricultural Farms, Orchards, Dairy

Farms, Model Farms and to develop land for others for

Farming Purposes.

2) To establish Schools for training of Personnel in farming

and in the technique of Modern Appliances, Tractors etc.

3) To carry on and undertake the business of manufacture of

any Class of Commodities, Goods, Articles, and Things and

to get Trade Names and patents registered in respect of

the Goods Manufactured or in any way dealt with by the

Company and also to Purchase and to Sell Trade Marks,

Trade Names and Patents as may be deemed beneficial to

the Company.

4) To take on Lease, Hire Purchase, Acquire by License or

otherwise or sell any Lands, Mills, Factories, Plants,

Buildings, Works, Vessels, Barges, Launches, Lorries,

Cars, Wagons, Carts, Machinery, Apparatus, Stock in

Trade, Patents, Invention, Trade Marks, Rights,

Privileges and Movable & Immovable Property of any

Description which may be deemed necessary or convenient

for any business which the Company is authorized to carry

on.

5) To act as Representatives or Agents or Managing Agents of

Local and Foreign Firms, Companies or Persons and to

carry on business in all kinds of Goods and Commodities

as the Company may think fit.

6) To Acquire, Take Over an Undertaking or Amalgamate with

any Company or Companies, having objects altogether or in

part similar to the Company and to purchase Shares in

such Companies.

7) To open Branches, Depots for buying, selling,

distributing importing, exporting, or otherwise dealing

in all kinds of Goods, Commodities and Merchandise in

any part of the World.

8) To appoint Managers, Agents, Canvassers, Factors and to

pay such Managers, Agents, Canvassers and Factors, such

Remuneration as may be deemed proper.

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9) To Remunerate any Person or Persons for Service Rendered

or to be Rendered in Placing or Assisting to Place any

order or works on behalf of the Company.

10)To carry on or to be interested in any other Business

which may seem to be the Company capable or being

conveniently combined or carried on with any of the aboveObjects of this Company or calculated directly or

indirectly to promote the business of the Company.

11)To adopt such means of making known the Products or the

Goods of the Company or the Business of the Company as

may seem expedient and in particular, by Advertising, by

Circulars, by Purchase and Exhibition or works of Arts or

by Publication of Books and Periodicals or by Granting

Prizes, Rewards and Donations.

12)To facilitate the Company to be Registered or Recognized

in any Country or Place Abroad.

13)To pay all or any Costs, Charges and Expenses or

Incidental Charges to the negotiations for the

Preparation or carrying out of any Arrangement or

Arrangements made prior to and with a view to Formation

and Registration of the Company and the Acquisition of

its Property.

14)To Lend, Advance or Invest any of the Money of the

Company, not immediately required for its operation in

such a manner and on such terms, with or without

security, as from time to time may be determined.

15)TO Draw, Accept, Endorse, Discount, Execute, Issue and

Negotiate, Inland and Foreign Bills of Exchange, Bills of

Lading, Warrants, Cheques, Drafts or any other Negotiable

Instruments and to give Guarantee in respect of

Third Parties.

16)To distribute among the Members in specific any property

of the Company or Proceeds of Sale, Disposal or

Realization of any Property of the Company.

17)To do all or any of the above in India,(including Native

States of India and the French and Portuguese possessions

in India), Burma, Ceylon and Pakistan and in any part of

the World, and either as Principals, Agents, Managing

Agents, Contractors, Trustees, or otherwise and either

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alone or in Conjunction with others and by or through

Agents, Sub-Contractors, Trustees or otherwise.

18)To grant Pensions, Allowances, Gratuities and Bonus to

Employees or Ex-Employees of the Company or the

Dependents or Connections of such Persons and to

support and subscribe to any Charitable and Religious

or Benevolent Objects, Institutions and Societies, Clubs

or Funds, or for any Exhibition or for any Public,

General or Useful Objects.

19)To Raise and Borrow Money as the Directors may think

fit.

20)To enter into Arrangements with any Government or

Authorities, Municipal, Local or otherwise, that seem

conducive to the Company's Objects or any of them and to

obtain from any such Government or Authority, any Rights,

Privileges and Concessions which the Company may think

desirable to obtain and carry out, execute and comply

with any such Arrangements, Rights, Privileges and

Concessions.

21)To Sell and in any other manner Deal with or Dispose of

an Undertaking of the Company or any part thereof for

such consideration as the Company may think fit and in

particular for Shares, Debentures and other Securities

of any other Company having Objects altogether or in

part similar to those of this Company.

22)To create any Depreciation Fund, Reserve Fund, Sinking

Fund, Insurance Fund or any Special Fund or other Fund

whether for Depreciation or Repairing, Improving,

Extending or Maintaining any of the Property of the

Company or for Redemption of Debentures or for any

other purpose whatsoever conducive to the interest of

the Company.

23) To do all or any of the above things as are incidental

to or conducive to the attainment of above Objects or

any of them.

4. The liability of the Members will be LIMITED.

5. The Authorized Share Capital of the Company is Rs.100,000/-

(RUPEES ONE LAKH ONLY) divided into 10,000 (TEN THOUSAND) Equity

Shares of Rupees Ten each.

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We the several persons, whose names and addresses are

subscribed hereto, 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 the Company set opposite our respective names.

Place: New Delhi

Date: 29.01.2010

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