THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF
2 STAR DEPARTMENTAL STORE LIMITED
CONSTITUTION OF THE COMPANY
1. PRELIMINARY
1.

The regulation contained in Table A in the Schedule Ito the

Companies Act, 1956 shall apply to the Company except in so
far as otherwise expressly incorporated hereinafter.

2. INTERPRETATION
2.

(i)

In these regulations:
(a)

The Act means the Companies Act, 1956, as

amended, from time to time.

(b)

The Seal means the Common Seal of the

Company.

(c)

The Company or This Company means 2 STAR

DEPARTMENTAL STORE LIMITED

3. PRIVATE COMPANY
3.

This Company is a Private Company within the meaning of

Sections 2(35) and 3(1) (iii) of the Companies Act, 1956 and
accordingly:

(a)

No invitation shall be issued to the public to subscribe for

any shares in or debentures of the Company;

(B)

The right to transfer the shares in the Company is

restricted in the manner and to extent hereinafter
appearing, and

(C)

The Company shall not invite or accept any deposits from

persons other than its members, directors or their
relatives.

4. CAPITAL
4.

The Authorised Share Capital of the Company, shall be such as

given in the part V of the Memorandum of Association or
altered, from time to time, there at payable in the manner as
may be determined by the Directors, with power to increase,
reduce, sub-divide onto repay the same or to divide the same
into several classes and to attach thereto any rights and to
consolidate or sub-divide or re-organise the shares and subject
to Section 106 of the Act, to vary such rights as may be
determined in accordance with the regulations of the Company.
The company shall have minimum paid up capital of Rs.800000
(Rupees EIGHT Lac) only.

5.

The shares shall be under the control and disposal of the

Directors who may allot or otherwise dispose of the same to
such persons and on such terms as the Directors think fit and to
give any persons any shares whether at par or at a premium
and for such consideration as the Directors may think fit.

6.

The Directors may allot and issue shares in the capital of the
Company on full payment or part payment or for any property,
goods or machinery supplied, sold or transferred or for services
rendered to the Company.

5. GENERAL MEETINGS
7.

All General Meetings other than the Annual General Meeting

shall be called Extra-ordinary General Meetings.

8.

(i)

The Board of Directors may, whenever it thinks fit, call an

Extra-ordinary General Meeting.

(ii)

If at any time there are not within India Directors capable

of acting who are sufficient in number to form a quorum,
any Director or any two members of the Company may
call an Extra-ordinary General Meeting in the same
manner, as nearly as possible, as that in which such a
meeting may be called by the Board.

(iii)

Subject to Section 190 and 219 of the Act, any general

meeting may be called by giving to the members clear
seven days notice or a shorter notice than of seven days
if consent thereto is given by members in accordance with
the provisions of Section 171 at the Companies Act, 1956.

6. DIRECTORS
9.

The business of the Company shall be managed by the

Directors who may pay all expenses incurred in setting up and
registering the Company and may exercise all such powers of
the Company as are not restricted by the act or any statutory
modification thereof for the time being in force or by these
Articles required to be exercised by the Company in general
meeting subject nevertheless, to any regulations of these
Articles, to the provisions of the Act, and to such regulations
being not inconsistent with the aforesaid regulations or
provisions as may be prescribed by the Company in general
meeting. Nothing shall invalidate any prior act of the Directors,
which would have been valid, if that regulation had not been
made.

10.

The following persons are the Directors of the Company on the

date of adoption of these Articles: ASHISH BHUVA,
JETPUR, GUJARAT.
CHAUDHARY DASRATH,
BANASAKANTHA GUJARAT
DAMOR YUKTI M,
Address : Bhiloda,SK
Nabil
Address : Patan (Gujarat)
Agrawal Riddhi
Address : Patan (Gujarat)

11. The number of Directors shall not be less than two and not
more than twelve.
7. POWERS OF THE DIRECTORS
12.

Subject to Section 292 of the Act, the Directors shall have the
right to delegate any of their powers to such managers, agents
or other persons as they may deem fit and may at their own
discretion revoke such powers.

8. BORROWING POWERS
13.

Subject to the provisions of Section 58A and 292 of the

Companies Act, 1956 and regulations made there under and
directions issued by the Reserve Bank of India, the Directors
shall have the power, from time to time and their discretion, to
borrow, raise or secure vie payment of any sum of money for
the purpose of the Company in such manner and upon such
terms and conditions in all respects as they think fit and in
particular by the issue at debentures or bonds of the Company

or by mortgage or charge upon all or any of the properties of

the Company both present and future including its uncalled
capital for the time being.
9. DIVIDENDS AND RESERVES
14.

The Company in general meeting may declare dividends but no

dividend shall exceed the amount recommended by the Board.

15.

The Board may from time to time pay to the members such
interim dividends as appear to it to be justified by the profits
earned by the Company.
(1)

the Board may, before recommending any dividend, set

aside out of the profits of the Company, such sum as it
may think proper, as reserve or reserves which shall at
the discretion of the Board. be applicable for any of the
purposes to which the profits of the Company may be
properly applied, including provision for meeting
contingencies or for equalizing dividends and pending
such applications may at the like discretion either he
employed in the business of the company or be invested
in such investment (other than shares of the Company) as
the Board may, from time to time think fit.

(2)

The Board may also carry forward any profits which it

may think prudent not to divide, without setting them
aside as a reserve.

16.

Any one of two or more joint holders of a share may give

effectual receipts for any dividends, bonus or other moneys
payable in respect of such share.

17.

Notice of any dividend that may have been declared shall be

given to the persons entitled to share therein in the mariner
mentioned in the Act.

18.
The company shall comply with all the provisions of
section 205A and 205B of the Companies Act, 1956 and rules
made thereunder in respect of unclaimed or unpaid dividend.
10. OPERATION OF BANK ACCOUNTS
19.

The Directors shall have the power to open Bank Accounts, to

sign cheques on behalf of the Company and to receive
payments make endorsements, draw, and accept negotiable
instruments, bundies and bills or may authorize any other
persons to exercise such powers

11.WINDING UP
20.

(i)

If the Company shall he wound-up, the liquidator may,

with the sanction of a special resolution of the Company
and any other sanction required by the Act, divide
amongst the members in specie or in kind, the whole or
any part of the assets of the Company, whether they
consist of property of the same kind or not.

(ii)

For the purpose aforesaid, the liquidator may set such

value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be
carried out as between the members of different classes
of members.

(iii)

The liquidator may, with the like sanction, vest the whole
or any part of such assets in trustees upon such trusts for
the benefit of the contributories as the liquidator shall
think fit but so that no member shall be compelled to
accept any shares or other securities whereon there is
any liability.

12. THE SEAL

21.

(i)

The Board of Directors shall provide a common seal for

the purpose of the Company and shall provide for the
safe custody of the same.

(ii)

The Seal may be affixed to any instrument with the

authority of resolution of the Board or of a committee of
the Board authorised by it in that behalf and except in the
presence of at least one director and that one director
shall sign every instrument to which the seal of the
Company is so affixed in his presence. The share
certificate will, however, be signed and sealed in
accordance with Rule 6 of the Companies (Issue of Share
Certificates) Rules, 1960.

13. BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

22.
The Directors shall lay before each Annual General
Meeting, the Profit and Loss Account for the financial year of
the Company and Balance Sheet made upto the end of the
financial year only and audited by a qualified auditor under the
provisions of the Act.
14. AUDIT
23.

The first Auditors of the Company shall be appointed by the

Board of Directors within one month after its incorporation who
shall hold office till the conclusion of first annual general
meeting.

24.

The Directors may fill up any casual vacancy in the office of the
Auditors.

25.

The remuneration of the Auditors shall be fixed by tile Company

in the Annual General Meeting except that remuneration of the
first or any Auditors appointed by the Directors may be fixed by
the Directors.

15. ARBITRATION
26.

All disputes respecting interpretation of the articles or among

the shareholders, interest or the shareholder vis-a-vis the
Directors or the Managing Director be referred to arbitrators,
one to be nominated by each disputant and their decision shall
be binding on the parties concerned, in case the arbitrators are
unable to decide amongst themselves on the point referred to
them they shall refer them to an umpire as appointed as
provided under the Arbitration and Conciliation Act, 1996.

16. INSPECTION OF ACCOUNTS

27.

(1)

The Board of Directors cause proper books of account to

be maintained under Section 209 of the Act.

(2)

The Board of Directors shall also, from time to time,

determine whether and to what extent and at what times
and places and under what conditions or regulations
account books of the Company or any of them, shall be
open to the inspection of members not being Directors.

(3)

No member (not being a Director) shall have any right of

inspecting any account and book or document of the
company except as conferred by law or authorised by the
Board or by the Company in general meetings.

17. SECRECY
Subject to the provisions of the Act, every manager, auditor, trustee,
member of committee, officer, servant, agent, accountant or other
person employed in the business of the Company shall, if so required
by the Board of Directors, before entering upon his duties, sign a
declaration pledging himself to observe strict secrecy respecting all
transaction of the Company with its customers and the state of
accounts with individuals and in matters relating thereto and shall by
such declaration pledge himself not to reveal any of the matters
which may come to his knowledge in the discharge of his duties
except when required to do so by the Directors or by any general
meeting or by the law of country and except so far as may be

necessary in order to comply with any of the provisions of these

presents and the provisions of the Companies Act, 1956.
We the several persons, whose name and address are subscribed
below, are desirous of being formed into a company in pursuance of
these Articles of Association

THE COMPANIES ACT (1956)

COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
2 STAR DEPARTMENTAL STORE LIMITED
1.The name of the Company is 2 STAR DEPARTMENTAL STORE
LIMITED
2.The registered office of the company will be situated in RAJKOT.
(GUJARAT)
3. The objects for which the Company is established are:(a) To establish and carry on the business of to buy and to sell, soap,
soap-powders, detergents and deal in all kinds of oils and oleaginous
and saponaceous substances, and all kinds of other FMCG product.
(b) To grow, cultivate, manufacture, treat, cure, blend, process, win,
render marketable and transport whether in bulk or in packetted or
concentrated forms, tea, coffee,cocoa or any other beverages,
cinchona, chicory, rubber, jajoba, ratanjyot, neem,oil palm, coconut,
saffron, hops, cardamom, gum, resin and other plantation crops
of all verities and clones.
(c) To carry on business as oil cattle food manure manufacturers and
to prepare refine, buy, sell and deal in oil, cattle food, manure and
chemical substances of every description.

(d) To carry on the business of extracting, manufacturing and refining

oils and fats; of
manufacturers of, and dealers in varnish, paint and polish; and to
purchase, sell and deal in oils, fats, soaps, woods, timber, seeds,
grain and the other products of the soil.
(e) To acquire and undertake the whole or any part of the business,
property and liabilities of any person or Company carrying on any
business which the Company is authorised to carry on, possessed of
property suitable for the purpose of this Company.
(f) To take or otherwise acquire and hold shares in any other
Company having objects altogether or in part similar to those of
this Company or carrying on any business capable of being
conducted so as directed or indirectly to benefit this Company.
4. The liability of the members is limited.
5. The Authorised Share Capital of the Company is Rs. 800000
(Rupees 8 lack only) comprising of 80000 equity shares Re. 10/each.The company shall have power to increase its capital and to
divide the shares in its capital for the time being into several classes
of stock or shares and to attach thereto respectively such preferential,
deferred or in accordance with the Articles of Association of the
company.
DIRECTORS
Until otherwise determined by a General Meeting and subject to
Section 258 of the Act, the number of Directors (including alternate
Directors) shall not be less than two nor more than twelve.
(1) The Board may appoint an alternate Director to act for a Director
(hereinafter called the Original Director) during his absence for a
period of not less than three months From the State of Gujarat. An
alternate Director appointed under this Article shall not hold office as
such for a longer period than that permissible to the Original Director
in whose place he has been appointed and shall vacate office if and
when the Original

Director returns to the State of Gujarat. If the term of office of the

Original Directors determined before he returns to the State of
Gujarat.
We the several persons whose names and addresses are subscribed
are desirous of being formed into a company in pursuance of this
Memorandum of Association and we agree to take the number of
shares in the capital of the company set opposite our respective
names:

S. No Names, Description, occupation

addresses of each Subscribers

and Signatures
subscribers

of Name
addresses
description and
signature
of
witness
or
witnesses

.2

3.

4.
5.

Name: DASRATH CHAUDHARY

Address: Banaskantha (Gujarat)
Qualification : MBA (FINANCE)

Name: DAMOR YUKTI M,

Address : Bhiloda,
SK
Qualification : MBA (Finance)
Name : Nabil
Address : Patan (Gujarat)
Qualification : MBA (Finance)
Name : Agrawal Riddhi
Address : Patan (Gujarat)
Qualification : MBA (Finance)

Place: RAJKOT
Date:

Naresh Gondaliya

Name: ASHISH HARESHBHAI BHUVA

Address : JETPUR, DISTRICT RAJKOT , 2000 OF Rs. 10
(GUJARAT)
each
Qualification : MBA (FINANCE)

2000 share of Rs
10 each

2000 share of Rs
10 each
1000 share of Rs
10 each
1000 share of Rs
10 each

C.A.

1.

Dated at Rajkot this .. day of 20.

Witness to the above signature:
Signature: Naresh B. Gondaliya
Qualifications: C. A.
(RAJKOT)