Dhampur Sugar Mills : Draft Articles of Association of the Company

(A COMPANY LIMITED BY SHARES) DHAMPUR SUGAR MILLS LIMITED

(Incorporated under Companies Act, 1913)

Draft ARTICLES OF ASSOCIATION OF

DHAMPUR SUGAR MILLS LIMITED

1. In these regulations :

2. "The Act" means the Companies Act, 2013 or any statutory modification or re-enactment thereof for the time being in force and the term shall be deemed to refer to the applicable section thereof which is relatable to the relevant article in which the said term appears in these articles and any previous company law, so far as may be applicable.

3. "The Company" or "this Company" means DHAMPUR SUGAR MILLS LIMITED.

4. "Beneficial Owner" shall have the meaning assigned thereto in Section 2 of the Depositories Act, 1996.

5. "Depositories Act" means the Depositories Act, 1996 and include where the context so admits, any re-enactment or statutory modification thereof for the time being in force.

6. "Depository" means a Depository as defined in Section-2 of the Depositories Act, 1996.

7. INTERPRETATION:

8. Unless the context otherwise requires, word or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations becomes binding on the company.

9. The marginal notes and headings given in these presents shall not affect the construction hereof.

   APPLICATION OF TABLE 'F':

10. Subject as hereinafter provided, the Regulations contained in Table 'F' in the Schedule I of the Companies Act, 2013 shall apply to the Company.

    CAPITAL

11. The Authorized Share Capital of the Company shall be such amounts and be divided into such shares as may, from time to time, be provided in Clause V of the Memorandum of Association with power to increase or reduce the capital in accordance with the Company's regulations and legislative provisions for the time being in force in that behalf with the powers to divide the share capital, whether original increased or decreased into several classes and attach thereto respectively such ordinary, preferential or special rights and conditions in such a manner as may for the time being be provided by the Regulations of the Company and allowed by law.

12. The Company have power to divide the shares in the capital into several classes with rights, privileges or conditions as may be determined and to issue Preference Shares redeemable at the option of the Company within a maximum period of Twenty Years with such right to dividend and other conditions, as may be determined.

13. The Company shall have the power to increase or reduce the capital for the time being of the Company and to divide the shares in the capital into several classes with rights, privileges or conditions as may be determined and to vary, modify, amalgamate or abort such rights, privileges or conditions in such manner as may for the time being be decided by the Company by Special resolution subject to Section 48 of the Act.

    ALTERATION OF CAPITAL

14. The Company may, from time to time, by ordinary resolution increase the share capital by such Sum, to be divided into shares of such amount, as may be specified in the resolution.

15. The Company may, by ordinary resolution:

16. Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.

17. Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum.

18. Cancel any shares which, at the date of the passing of the resolution, have not been taken on agreed to be taken by any person.

19. The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law:

20. its share capital;

21. any capital redemption reserve account; or

22. any share premium account.

23. FURTHER ISSUE OF CAPITAL AND ALLOTMENT OF SHARES:

24. (i) Subject to the Provisions of the Act and these Articles, the shares shall be under the control of the Board who may allot or otherwise dispose of the same to such persons on such terms and conditions, and at such times, as the Board thinks fit and with power to issue shares as fully or partly paid up including for consideration other than cash.

    Provided that where the Directors decide to increase the issued capital of the Company by issue of further shares, the provisions of Section-62 of the Act will be complied with.

    With the sanction of the Company in General Meeting the Board shall have full power to give to any person by issue of option, warrants, convertible security or otherwise a right to call for the allotment of any shares either at par or at a premium, and for such period and consideration, as the Board thinks fit.

    NEW SHARES TO RANK WITH SHARES IN EXISTING CAPITAL:

    (ii) (a) Except so far as otherwise provided by the conditions of issue, by these presents, any capital raised by the creation of new shares shall be considered as part of the existing capital, and shall be subject to the provisions herein contained with reference to instalment such class of shares.

    (b) The Directors may, from time to time issue such non-voting equity shares upon such terms and conditions with such rights and privileges (including with regard to dividend) as may be thought fit subject to and to the extent permissible in accordance with the applicable provisions of the Companies Act, 2013 (including any statutory modification or amendment to or re- enactment thereof) or guidelines issued by any statutory authorities.

25. Subject to the provisions of Section 55, any Preference Shares may with the sanction of any ordinary resolution, be issued on the terms that they are, or at the option of the Company are liable, to be redeemed on such terms and in such manner as the Company before the issue of the shares may, by special resolution, determine.

26. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Section 48, and whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourth of the issued shares of that class or with the sanction of special resolution passed at the separate meeting of the holders of the shares of that class. Provided that if variation by one class of shareholders affects the rights of any other class of shareholders, the consent of three -fourths of such other class of shareholders shall also be obtained.

    (ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class in question.

27. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

    WHO MAY BE MEMBER:

28. Shares may be registered in the name of any person (including a minor through his legal guardian), Company or other body corporate.

    TRUST NOT RECOGNISED:

29. (A) Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a Court of competent jurisdiction or as by law required, be bound to recognize any trust, by name or equitable or other claim to or interest in any such share or any fractional part of such share on the part of any other person whether or not it shall have express or other notice thereof.

    (B) Save as herein otherwise provided, the Company shall be entitled to treat the person whose name appears as the beneficial owner of the shares in the records of the Depository as the absolute owner there of as regards receipt of dividends or bonus or service of notices and or any other matters connected with the Company and accordingly Company shall not (except as ordered by Court of competent jurisdiction or as by law required) be bound to recognize any beneficial trust or equity or equitable, contingent or other claim to or interest in such share on the part of any other person whether or not it shall have express or implied notice thereof.

    COMMISSION MAY BE PAID:

30. (i) Subject to the provisions of the Section 40 of the Act and Rules made there under, the Company may pay commission to any person in connection with the subscription to its securities.

    (ii) The Company may pay a reasonable sum for brokerage as may be lawful.

    BROKERAGE:

31. The Company shall have power to purchase any of its shares whether or not they are redeemable and may make payment out of capital in respect or such purchase subject to and to extent permissible in-accordance with the applicable provisions of the Act (including any statutory