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    © All Rights Reserved
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    6 views21 pages

    TFPCL Moa and Aoa

    Uploaded by

    Krishna

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    of 21
    TIRUPUR FARMERS PRODUCER COMPANY LIMITED MEMORANDUM AND ARTICLES OF ASSOCIATION z GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS of Companies, Coimbatore ‘Stock Exchange Bulding 2nd Floor, 68, Trichy Road , Singanalur Certificate of Incorporation [Pursuant to sub-section (2) of section 7 of the Companies Act, 2013 and rule 8 of the Companies (Incorporation) Rules, 2014), ‘herby erty that TIRUPUR FARMERS PRODUCER COMPANY LIMITED incorporated on this ‘Thirth day of March Two Thousand Fiteen unde fn Companies Ad, 2013 an tha He company sted by anaes ‘The CN ofthe company is Vo'4osTZ201sTCn21257, (ven undermy har at Coimbatore tis Then day of March Two Thousand Fifteen. zz IHS BSE Hidbiaeeis CHANDRA RAL Rega of Companies Fone — Maing Adress os per rcoré vain Ralstar of Campane fice TIRUPUR FARMERS PRODUCER COMPANY LIMITED ie £22088, VADAPOOTHANAM, SUNOAKKAMPALAYANPO), {8} Uouuaaper- e422, ad TarilNadu, NO SHR AR BRAN SECA He HE a a ae ae ale ae ale FEAT RAR ACTA TAIRA: HE 1 INCORPORATED UNDER THE COMPANIES ACT, 2013 ‘COMPANY LIMITED BY SHARES -MENORANDUM OF ASSOCIATION oF TIRUPUR FARMERS PRODUCER COMPANY LIMITED. 1, Thename ofthe company is* TIRUPUR FARMERS PRODUCER COMPANY LIMITED” 11, The Regtered Ofce ofthe Company wl estate in he te of Tail Nadu IIL, Objects for which the Company i etablished are- (A) The Main Objects tobe Pursued bythe Company oni Inco |. To.canyon the busines of preduton, harvesting, procures, grating, pooling handing, marketing seling, expr of primary producto the memes or import gods or secs forthe beni 21. Tosupply sees ferizes and otter inputs eure for cukvation omer oe ames 3. To cary on the busines of procesng including presen, dying, distiling, brewing, venin. caning, acaging,bancing an band developmen of produ of the memes, 4 Tomanufactre sell orsuply machinery, equipent or conunables mainly o he Members 5. To provide euction onthe muta esxance principles to is Meer anthers. 5. To render technical serves, constancy services, hag, reserch an development ana the actives for he rooton a the interes ofthe Merb To gener, rans and dsrbute power, reviaie, land and water resources, thi we, conservation and commutcation lable to primary prose, 1. Toprovide Insurance of rodeo ti eimary produce 9. To provide eetnigus of msvaiy nd mutual asises, 10, To provide for were memes 0 Boars, facts forme tenet of Members a may be decided by the “Todo the business of financing of procurement, processing, rarketng cote tivities which include centending of rec eile any her Fania serve toe Members, 1 (8) Te objections t the stent ofthe man objec ofthe Company ae o ® ® Oy © © o ” Oy “To issue, subscribe, acquire and hosel exchange and dln sare, tack, bonds, obligations secures of any Govern, fe ahr a gE. ‘To guarante or become lab forthe poyment of money or invest o fo the perfomance of any cbligtions , ‘TO borrow money, at interest or otherwise fom any person or persons, Jeal authority or Governma and advance, lend or depos any such mona) or ther moneys on sich scat ‘tern ase company nig deem expdien witha doing benking bsines as defined in ‘he Benklng Repultion Ac 1949, ‘To soqir any movable or inoable propery, which the company may tik it esa, by ‘va of investent ria iew 1 resale o ethene within India ina fon county ‘To gurantee the payment of money secured by or payable under or in respect of bonds, debentures, debenture stock cont, mortgages, trae, cblgnions and other secures of sty company or of any auborty Supreme, Maricpal Loal or oes or of tny peor ‘whomseever, whee inomporte ono isopod To purchase or okerisesoquie, snd 0 sell, chang, surrender, lease morgage, charge, conver, tm Yo account, pose of, and desi with propery, and rights ofall Kins ano ‘arulr morgage, debestres,poduces concession, options, contac, pens, anus feenes, seks stares, beds, plces, book debts, business cones and unerakings and his, pivlegs and choses in ation ofall Kn n conection withthe burnes ofthe fonpaay. ‘To purchase take on lease or eters scquie, lan, buildings, plat, machinery, tools forthe purpose ares and to construct and equip mil, fcr, Tes, dwelling and tovork besane, To guizanie the tle of, propery either absoltely or subject 10 any qulifctons oF condiions and w gurantee persons istered ot sbut 1 become iret in any propery Bgainst any losses, action proceeding, chim or deman in respect of any insufieney of inpetecion or deficiency of the tide or In respec of ay encumbrances, burdens of cuttanding rips. To Subse for contol, or vaconationaly, ose on commision o thei, ke, ald del ins conver, sok, shies, an seers ofall kinds ano ete ito partes, resprocl concession or co-operation wih ay person fm or omy ad promot and id in romodng, constitu, fom oF organize any company syndicate or parershp of sy Kind forthe purpose ofacauing and underaking ay propery and bites of tis company, or oF advancing, directly or indirectly the objects ret, or for anyother purpose which te ompany ay think expeclent To do dzety or indeety 10 enhance the valve of any ofthe propery of rights of ie company 0) ap ay a os as) a5) an To sl, exchange, morgage, ton lease royal or bate rat cece, easements, options and ier Fights over ang I) any ober mann, dsl with or disove of he undeaing, propery asst righ and eects of te compar or any part here fr sch consiertin a tay be thought ft and in particular for sek, shares whether ily or arly pad Up oF secures of any oer company. “To capend mony in expesineting of on testing ain improving o tein to improve any ang, nertions disovers processes of formation ofthe company oF ich te ‘company ky aur oF propose segue ‘Toexpend monty on resech ni development sevice and on inalition of it plant end on conducting test of crufematetals, evaluation of ter applisiliy, develnpment of ne detgn nd process, pps of tec esbiies and consultancy service on specie problems To invest moneys of the company not fr ine belay raged fr any ofthe purpose of he covapary in sch investments other tan stock of shares inthe company se aye ought operand ol sl or terwise del with uch nvestner, To bomow or mise or secure te payment of money in such manoer he company shal hak Stand in partculer bythe issue of debenares, oF debeturestock, perpen or otherwise charged upon al or any of fe company’s propery (oth present an fue) incling ‘uncalled epi, nd to purchase ede or payoff ay such sects, ‘To takepart i the management, Superson, or conto ofthe business or operation of any company of undertaking thereof and fr tat purpose 0 speint and renee any Divecars, -Accourtans, Managers or ote expens or Age, To procure the registration or incorporation or eogpton ofthe campy in or under he evs * of my place ouside Inia, To pay al or any of he costs and expenses inured in conection wih any promation or incorporation of companis and to reurerateaty prion or company In ay manne shall ‘hin for services rendered ort be in obining oder for or pling of any sha he ‘apie of he company or any bond, dbextures,cblgatons or secures ony cher company $e or owned by the company oe in which th company may ave interest ot no aba the formation pronation ofthe company or the caedut of is business of in or stout he rometon of femton of ny other company in which the company may have an inere. as 0 ey an @ ey oo» ‘To ees ito partnership int ary arangement of share prose into any union of est joint veo, reciprocal concession or 2-peatin with ary peson a company oe compass ‘ayn on or about cary or my busines or ansacton which he company is aborted to «ary on (engage in or which canbe cared oninconnton thre wth 3028 oreo Indeety baneit this company. To emer into any arangeeat ad to tke all ncesiry or pope eps with Goversmests or ‘with oer autores spree, natn, local mimispl or oherwiseof anyplace ih which {he company may hive ineresis and tay on nepeton of operations fre purpose Seely or ndceety caring out the obec ofthe company or eeting any modiction In the consitaion of te company or firering the inerest of ts members an fo oppose 2 ‘och ses taken by ay oer compary, finn or peson which may be corded likey Indie t prejudice the interests ofthe company ors mendes. To promote or asi inthe promatin, wheter rely a indict of any legistaion which rma appearto be inte ines ofthe company and 10 oppose and rest whether Get or ingest any leisltion which may seem disadvantageous the corp. ‘To obtain from such Goverment, autor or ary Company an carers, contacts, deste, Fights, gans loans, rivlepes or concessions whch the company my tink it desirable fo bun and cary out, exer and comply with any sich amungeme, chaters cones, ace, Highs, privileges rcncesions, To adopt such metas of making known he products of the company as may seem expedient td in patil by adversing inthe pes by crsiaon, by purchase and extiivons of works, an art of itr, by publication o books and perdi To ppl thease ofthe company in any way o towards the establishments maintenance or extension of ey association ofr i any way coneted with ny parol ade or business (©: with trade or commer generally inclting my asoiatns, tuts o fd or te ‘Protection ofthe interes of mses owner, and employers against los, by bad debs, ties, ‘combination, ir, aces or eerwise ofr the benef of only offices, foremen cles workmen or ohers at ny te employed bythe company ray of is predecessors in nes ‘or ter fails or dependant, and wher or not in conanon ih her pesos Or ses oF son and in particular of tenly co-operative and other soci, reang rooms, vis, dvetional and chriuble aod religious iastuon, canteens, dining and recreation room, shurches, chapels, tmples, mut, schools and hospials and to grant gris, pensions and allowances and consbue to any firs asd by pe o lc subscrtions for any purpose weatsoover. “To subscribe or guarantee money fr sty oon or shainble testi publi, general or sell objeto foray exhion Bu nt fray poli eye o pris, (@5) To esuish and suppor or ad isthe extbishet and suppor of assciaions nstiaon, finds, trss, and conveniences called tthe benefit of det, orth offices employee or exemployess of the company or its Predecesars ip tubes o& aber dependas or connection of sich persons 10 make payments towards iasirance; and © form cont 0 “provident and benef fd forthe bei of ay such persone oof hie wives, chien ot be relives dependents (26) inthe eves of winting upto distribute all or any ofthe propery ofthe company songs he members in specie orkid sperms in la. (1) TB ewend the business of the company by adding to, altrng or enlarging all oF ey of he bung, mils factors, premises and machinery Tor the tine being the property or in possesion ofthe company also by eresting nw oF addon bulngs on al or ary of te lands forthe dine being the propery or in possession ofthe company: and slo by expending ‘fom time to dines sums of money as may be necessary or expedient fer he purposes of Improving adding to, repairing of rletscing the buldngs, machinery and propery forte ti beng of the company. (28) To take-over any firm or joint-stock company which del in any ofthe man objets of he copay and or merge the sme wit our company or subsite ini share to become 8 Boling company of and vo manage he same, (29) To apps, for purctase or otherwise acquire ary patents, beve's diaventons, Hens, concessions, and tek conetng sy eclsve olin rights use of any Secreto oer Information‘ o any iverson which may seam capabe of for being uted for any of the poses ofthe company or he aoqustion of which may sem elcid directly o inde 'o benefit the company, and to use, excise develop or gaat Heense in Teapet of ot terse tum to account he propery righ or inormaion so acaured. (30) To generate Bet Power using Wind Turbine Gents or though oer no-convetons! energy sources and aso to Generate lees Power tough Generar by consuming Diz, Fumace Oi or Super Kerosene il fer he purpose of eapve consump, G1) To borow money fem Banks / Financ isuons and/or corse bods on uch ters and condition reging interest and repayment schedule a may be mitally greed by the ‘company and he lenders and to pacge mortgage ypoteete company’s proper ote ‘such loans, wherever requed. The lability ofthe Members iit and tis ably inte tthe amount np i anyon be shares eld bythe, The Autored Shae Capital ofthe company is Rs 10,0000 (Rupes Ten Lats only) dived Inc 10,00 (Ten Thus ol) Equity shares of Rs 10 (Rupees One Hundred ony) each 6 We the severe persons, whose names, descriptions, occupations and addresses are {subscribed below, are desirous of being formed into company, in pursuance ofthe Memorandum of Association and we , respectively egeeto tke the numberof aes in the capital ofthe company set opposite to our respective names, SING | Nas alos. decipion “| NoaFeiy [Wine | asus ote Sharer by Sites | ches | a] Nanenchar 10 ns [Toisas ae | SoRNityean oat) subse whe have 55,Chaapocangir ected | Ragalbevi, Udumalpet in my presence on 26" Tappa 6222 March 01st See Ih Oca: Fates fe vere Ale they dois | Se {i frtee [eran THOT RB] net ana So Rankin ony) Satiedmyslor 108 Chava, th entfeaon Uae Toppa 64132 Perr sed in hee 3 Ossptn: Agate Sd~ —— Sd- BD} Wibhaasias TW ne hinieT | (aroun) Sovsitat om St Nanny 59, Kama) Aves, IA les, Vinh Combate ot Rai, ade aiass NAM No-z5090 | fee : eepaton Apctue st. | EYeaiaias Tor acorn Si Pnshotman on) 825 llypetLngananoor Trapp Sati fei Osvpeiongicitas — bas aer ear! onl _| Date this 26° day of March 2015 , Place : Ere SLNo |Names, addresses, description [No of equity Witness al and signatures of the Subscribers | shares taken by cach subscriber _| 0 | Ssakamar Sie Sounds 7 odie gues Twines to above Upptpaayam, subsrbers who fave | coimtore sors ssbstbed and sige | Age! 4 caption: Agicae inmy presence on 3 Sa March 015 t Eo, [| BNarcadra Prat TOO (weenie | Fre have vee Soo Bangarsty Sas) ae identity deals 33111, Phangan () forthe ishoapura, Madathulan |emieston and ein Stsied myslfer Age 29,Occiption tiidentaton Agicature paras in Ee 7] GVeniatea, TOO one Bad So Govinda stares S——— 6 Sanarecti, Thal (tartanareeswaren aural 62112 SoN Mathsamy ‘Age 52, Ossipaton 144Adnr Bung, Agiculze | Mesur Ross, Erode Sooner 11a wNo: 252222 08 Micogaat Toone nied Se RMounasny sures 281, Peamanianar Polack TK Coimbetre 642134 Age 49, Occupation Agriculture | ¢ — (09 | NYuvaraj | 100 (one frundred | So Vanarjen | snes 14 Periyar anal 62152 | ‘ge: 28 Ossipation | Agree | | [10 [KitaksmiNarayansn [100 one ander | oN Kai Kestnn shares, Gonangalar Poi 62107 Age: 42, oxipaton Agate st ieee —F } tcsad ny [Died i 2 day oak 30S | Pace: Erode (Piece Fee (THE COMPANIES ACT, 213) (COMPANY LIMITED BY SHARES) ARTICLES OF ASSOCIATION or ‘TIRUPUR FARMERS PRODUCER COMPANY LIMITED PRELIMINERY (1) In these repuations unless the content otherwise resus expresios defined in the Campasies ‘Ac, 2013or any story modification theen in Tce onthe date on which tee regulations ‘come binding onthe company, shal have the meanings so defined; and the words importing the ‘Singular shal inclu the plural and vie versa andthe words imparting the mascline genie shal) Include feinine and words Imporing persons shal ave Ge folowing interpretations unless cud bythe sujet or context viz INTERPRETATION CLAUSES 2. In these presents the following words and expression sal have the following. meanings unless ‘excluded bythe subject or context “THE ACT” or*COMPANIES ACT™ (0) “THE ACT* meas he Companies At, 20 ar any fet ay provision aca sabe ea sSrefeence sch ovine ane ence by ary serene eng ne. “THE BOARD” or “THE BOARD OF DIRECTORS* (“THE BOARD" or“THEBOARDOF DIRECTORS" meanstheBoardof Dicer of ‘heComeny “) Approval of paronage bones. «) sue of boa share, 4 Declaration of limited retun and decision onthe dsvbton of patronage. ©) Specity the conditions and imi of leans tht may be ive bythe Board to any Director nd ‘Approval any tansactio ofthe nase a st be reserve nthe Arise for approval by the member. 30. When the dieston vote for a rection, o approve hy any ote meas, anything doce a ‘oraenton ofthe provisions ofthis Act ray other I fr the ine being in fre oracles, ‘hey shall be jointly and severally ible make good any loss or éamage sere by the Company. 31. The Board my const such number of commitees ait my dee i fer the purpose of sisting the Board Inthe iin icharge of i functons. ‘Provided thatthe Board shal not delegate any ofits powers or ssgn the power of Chief Exzcutve, ‘any commits (@)A commie const as above may wih the approval ofthe Baer co-opt such numb of eons as itdeems fas member ofthe commie, (e)Every such comme shall uncon under the ene supeintendene, dietion and contol of te Board for such duration and in such manner a the Boaré may dee (@ The fe td alowanees tobe pido the members ofthe commie sal ew such a may be etermined by the Boars (e) The minutes ofeach meeting ofthe commits sal be placed before the Board ats ext. mecig GENERAL MEETINGS 32. Incach yer the company shall old in adion to any ther meetings ger cing as its annual several meetings and shal specify the meeting os sich inthe nics eli and notre 1 ‘months (or ich other entered period as may be peel by the regis shal ease between the dae of on anual general esting and tt ofthe net 33. The fst annul general meeting ofthe comoany stl be ld within ptiad of 9 day rom its ‘neorporation, in which the members shall adopt the arcls of the compay an appoint econ, 34, The quorum ofthe general esting shal be one-fourth ofthe tal menbenhip ofthe company 135, The Boadof dees salon he requisition mae in writing duly signe nd sting out the rater forthe consideration, made by one-third ofthe member ented vote nay general meeting, proceed to call an extraordinary general mig in accordance wth he provisions tae in Seton 1610186 ofthe Ac. 36. Every annual penta mesg shall be called, fo aime ding busines hous, on ay tat is not ‘public olay ad shal be bed athe registred office o the ProduerCorpany or at some ‘ter place within the iy, town or village in which he repistered office othe company is 37. A general meting ofthe Company shal be calle by ving noes than 14 dys pio nice in wring 38. The notice ofthe general menting ingicnng the date, ne an place ofthe meeting shale sent 0 ‘ery member and mito of the company. 38, The Memorandum and Artes of Association ofthe company sal be ad before a Gneral Mesting tobehel witin90 days ofthe Registration ofthe Compan. ACCOUNTS AND AUDIT ‘ 40, The company shall kep a is registered office proper book of accounts inter of ection SBIZE ofthe Companies Act 1956, 41 The company sal have intemal au of acount caved out on continu bss by « Chartered ‘Accountant. LOANS TO MEMBERS 42. The Board may provide nani asxance to he memes subj tothe provisions of seston SBIZK ofthe Companies Ac! 1956, DEBTS 43. The Board may rise funds by barowings subject tothe provisions of Sets 293 (1) (4) ofthe Companies Act 1856 INVESTMENTS 44, The reseres ofthe company shal be laesed 9 scire thehighes returns avaiable from approved security, fad deposi, nits, bonds sued by th goverment or co-operive or chee bark or In such orer mode as may he pescribe by the Act ‘The company may for promotion of ts objectives acquie he shares of nother Producer Company. 45. The company may subseibe to tbe share capita! of or een any apreement rather arrangement, wheter by way of fomation of is sebidry company join venture ot ary ther ‘manner with anybody eoporte, forthe purpose of promating the objets ofthe company y special resslaion, 46. The investment in shares as pr clause 47 and 48 shal be subject to section SEIZL. (of ie (Companies Act 1956, 47. The Board may wit the previous approval of members by 8 pei resolatondispote of ey of the investments refered nla 4 nd 8 ‘WITHHELD PRICE 48. The company may witold «potion not exceeding 10 percent ofthe valu of the produce products pooled from member. Such wield price may be dteind by the Bou from tie 0 ime and dstebue othe members sch nervls ar may be desde by the Board PATRONAGE BONUS 49. The Bord shal (@) Evolve a system for acensning th patronage tat ius of serves fered by the company end ‘atipaton inthe busines activites ofthe company, of ech member. () Determine he paronage Bons each member in he ato of pauonage (e)Disburse sch onus lhe in ash er by issue of equity shares or party in cah end pay by shares BONUS SHARES 50. The company may upon recommendation ofthe Board an pasting #esolition in gener nesting ‘ssue bonus shares by capitation of amounts fom general eserein proportion tthe hares ‘sl by the member, DIVIDEND 5. The Board of Directors shall have power, subject tothe provision fhe Act to dteineand

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