(The Companies Act, 1956)

(Company limited by shares)

MEMORANDUM OF ASSOCIATION
OF
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 the
National Capital Territory of Delhi.

3. The Objects for which the Company is established are the

following:-

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

incorporation are:

1) 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.

2) To undertake commercial agriculture activities including

raising of crops and to produce, manufacture and process
all types of the agro based products and to acquire
lands for the purpose of carrying on agricultural and
related farming activities only and to deal in

3) To carry on the business as producers, processors,

importers, exporters or in collaboration with others the
business of horticulture, poultry and dairy farming and
deal in all kind of poultry, dairy milk products,
aquaculture, green house, meat, fish, eggs and any other

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 farm products. Please let me know if this will be
acceptable by ROC at the time of incorporation

4) To work particularly as Distributing agents, stockiest,

and Sales Organizers in any area for Firms, Foreign or
Indian, who Manufacture, Import or Export Water
Purifier, Water filter and other allied goods.

5) To act and serve as Engineers, Consultants, Designers,

Technicians in all matters related to Water Purification
Plants, Systems etc.

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

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 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.

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 above
Objects 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

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 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
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

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 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.

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.

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Place: New Delhi
Date: 29.01.2010