I. The name of the Company is “Organic Bagayatdar (OPC) Private Limited”.
II. The Registered Office of the Company will be situated in Mumbai city, State of Maharashtra, India.
III. The objects for which the Company is established are:
(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED ON ITS INCORPORATION ARE:
1. To carry on business of Import, Export, processing, packing, re-packing, trading in, purchase, sell and to act as mercantile agents, clearing and forwarding agents, brokers, consignors, consignees, conversion agents, distributors, act as stockists or otherwise in any other manner deal in all types of organic foods, non-organic foods, processed foods, packed foods, frozen foods, canned and Jarred foods, poultry products, groceries including ready to eat preparations, condiments, other ethnic preparations, agricultural produce, soya bean, wheat, rice & rice products, maize, all types of cereals, pulses, dhal, oats, cash crops, sugar cane, sugar, vegetables, and fruits including dehydrated fruits and vegetables and their products, preserved fruits, dry fruits, jam, pickles, masalas, masala mixes, coffee and coffee products, tea & tea products, edible oils, hydrogenated fat, meat products, marine products, poultry, dairy products, condensed milk, flavored milk, ice cream, butter, ghee, backed products, pastries, confectioneries, sweets, biscuits, chocolates, beverages, fruit juices, concentrates, mineral water, soft drinks, syrups, preservatives, Flavors, coloring agents, emulsifiers, food supplements, nutrients, organic, natural or synthetic chemicals used for processing and preservation in the food industry.
2. To carry on the business of manufacturers, fabricators, processors, producers, growers, makers, importers, exporters, buyers, sellers, suppliers, stockists, agents distributors and concessionaire of and dealers in agro, fertilizers, manures, animal feeds, urea and other types of organic or inorganic or mixed fertilizers of synthetic or natural origin containing nitrogen, phosphate or other compounds soda ash, insecticides, fungicides and remedies of all kinds whatsoever for agricultural, fruit growing or other purposes whether produced from vegetable or animal matter or by any chemical process or otherwise.
3. To establish and maintain offices, shops, stores, supermarkets and/or agencies at any places within the country of India or other parts of the world for the conduct of the business of the company or for the purchase and sale of organic or non-organic vegetables, fruits, any agricultural produce, goods, merchandise, materials, articles and things required for or dealt in or manufactured by or at the disposal of the company.
4. The main goal of the company should be to open retail outlets / supermarkets starting first in the mega city of Mumbai in the registered and trademarked name of “Organic Bagayatdar” and then opening branches all over Maharashtra state and India too.
5. To carry on the business of commission agents, brokers, wholesalers, retailers, agents, suppliers, consultants, representatives, middlemen, importers and exporters of all types of raw agricultural produce, products and processed goods.
6. To undertake and provide Internet related services, websites, all mobile phone applications, systems, technology, information and software development services, online and offline digital products, including hardware’s, software’s and technologies to any person through agents, franchisee, by any available means, in India or abroad including value added services such as interactive systems, OTT platforms, Television, Internet, E-Mail, V-Sat, Telephony, Video Shopping, Entertainment, Infotainment, Tele shopping, E-Commerce, Games, Data Transmission, Computer networking, Video conferencing etc. and to establish links via. High speed internet and Satellite uplink and downlink through available reception systems in India.
7. To engage in the IT (Information Technologies) business of providing Online websites be it, Static websites, Dynamic websites, E Commerce websites, Android phone applications and stand-alone computer software’s.
8. To provide digital education, training and support to the farmers and agricultural producers to join the Digital India Imitative so that they are ready and empowered to sale their agricultural outputs and produce on all Government and Private E – Commerce Websites, Platforms and market Portals.
9. Through our own in-house company enterprise of IT WORKS, to offer all agricultural farmers and agro – based producers the opportunity to get their very own website designed and developed about their farms all over India. Our long-term goal is that every farmer should have his own website to advertise and market his products all over India and Internationally too.
10. To pay all the costs, charges and expenses of and incidental to the promotion and resignation and establishment of the Company including costs, charges, expenses of negotiations, contracts and agreements made prior to and in anticipation of the formation and incorporation of the Company.
11. To enter into agreements, contracts or collaboration with Indian or Foreign individuals, Governments, Companies, Banks, Financial Institutions or Corporations or other Organizations for technical, financial or any other assistance for carrying out all or any of the objects of the Company.
12. To acquire by concession, grant, purchase, amalgamation, barter, lease, license or otherwise, either absolutely or conditionally and either solely or jointly with other lands, houses estates, farms quarries, water rights, way lanes and other works, privileges, rights and here determents and machinery, plant and utensils and trademarks and other movable and immovable property of any description whatsoever at any place or places in India or in any foreign country and together with such rights as may be agreed upon and granted by Government or the rulers or owners thereof and to expend such sums of money as may be deemed requisite and advisable in the exploration, survey, cultivation and development thereof.
13. To enter into any agreement or agreements with any Government, State or Authority, Municipal, Local or otherwise and/or with any company, person of firm, which may seem to be of advantage to the Company and obtain from such Government, State or Authority, Municipal, Local or otherwise or company, person or firm, any rights, privileges or concessions and to carry out and exercise and comply with such arrangement or agreement.
14. To apply for, purchase or otherwise acquire and protect, prolong and renew trademark, trade names, designs, secret processes, patents, patent rights, licenses, protection and concession, which may appear likely to be advantageous or useful to the Company and to spend money in experimenting and testing and improving or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire or develop.
15. To open and operate current, overdraft, loan, cash credit deposit account or accounts with any bank, company firm, or person and close any such accounts.
16. To employ or to depute personnel or otherwise acquire technical experts, advisors, engineers, consultants, foremen or skilled and unskilled labor for any of the purposes of the company.
17. To carry on the business of production, procurement, marketing, processing, storage, bottling, packing, marketing and trading of all agricultural, horticultural, vegetables, medicinal, spices crops, poultry, goat-keeping, Beekeeping and trading of all Agro inputs like Seeds, Manure, fertilizers, pesticides, farm machinery and Farm Tools etc.
18. To undertake Organic production programme, processing & Certification, Export & trade business (as per National and International norms & Standards) of all agricultural, Horticultural Vegetables Crops and Dairy products their allied forms, by the members of the company. It will include Import & hire of goods and services in all forms, for the benefit of the members
19. To carry on the business of farming, agriculture, horticulture, floriculture, Aquaculture and Pisciculture in all their respective forms and to grow, produce, manufacture, process, prepare, refine, relabel, repack, extract, manipulate, hydrolyse, deodorize, bleach, hydrogenate, buy, sell or otherwise deal in all kinds of agriculture, horticulture dairy and farm produce and products including food grains, cereals, seeds, oilseeds, plants, flowers, vegetables, fruits, vegetable and edible oils and food products and preparations of any nature or description whatsoever.
20. To render technical services, consultancy services, training, research and development and all other activities for the welfare and promotion of the interests of its members, farmers, shareholders, investors and the general public at large.
21. To provide guidance, assistance and to enable Organic & Non-Organic producers and farmers to get insurance for themselves, their family members, employees, and for their livestock and other productive assets as also for their primary and secondary produce.
22. To undertake any welfare measures or provide facilities for the benefit of the members, as decided by the Board.
23. To finance the production, procurement, processing, marketing and other activities mentioned above, including the extension of credit facilities or any other manner of financial services to the members of the company. 9. Any other activity ancillary or incidental to any of the above-mentioned activities (1-7) or other activities, which promote the principles of mutuality and mutual assistance amongst the members in any other manner. The objects of the company shall not be confined to only one state and they shall extend to the whole of India and outside India also.
24. To carry on the business of exporters, importers, buyers, distributors, sellers, relabellers, repackers, processors and or dealers in all or any types of agricultural goods, agriculture produce, agro based raw materials and finished goods and IT related Products promoting farming online and digitally, within India or any other Country of the World, and all other work which is ancillary to the above purpose.
25. To carry on the business of selling agents, purchasing agents, general agents, commission agents, sub-agents, distribution agents, clearing and forwarding agents, stockists, distributors, wholesalers, suppliers, dealers and manufacturers, representatives, marketing agents or consultants, indenting agents of all types and kinds of vegetables, fruits, agricultural produce, agro-based products, processed and packaged foods, tinned, canned and bottled products, commodities and services and to do all such other acts and things which are conducive to the aforesaid business and/ or ancillary or incidental to the same.
(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE:
1. To carry on the business of Agro input procurement and distribution, production related extension support, produce storage, processing, trading, marketing and selling, regarding all agricultural, Grain, Cereals, Pulses and Oil Seeds crops like Rice, Soybean, wheat, Gram, Maize, Pigeon- Pea, Pea, Black & Green Gram, Lentil, Mustard, Groundnut etc., all vegetables for example, like Tomato, Potato, Onion, Chilly etc., all Spices for example, like Coriander, Turmeric, Ginger, fruits and medicinal crops grown by local, state and national farmers and members.
2. To undertake the activity of seed production (including nursery raising, plant saplings) and seed marketing of various crops.
3. To contract/outsource some of the services as and when needed, like seed management, seed procurement, sourcing ploughing implements to other bodies/agencies for the promotion of the interest of the local, state and national farmers and its members.
4. To acquire and take over any business or undertaking carried on, upon or in connection with/without any land or building or agricultural land or orchard land which the Company may desire to acquire as aforesaid or become interested in the whole or any of the assets and liabilities of such business or undertaking and to carry on the same or to dispose or remove or put an end thereto.
5. To acquire, purchase, start, run, erect and maintain agricultural lands, non-agricultural lands, building, factories, workshop, offices, shops, godowns, supermarkets, hypermarkets, nursery raising on common lands or private lands, seed go-downs, farms, orchard lands, cold storage, warehouses, branch offices, main head supermarkets, depots, branch supermarkets, hypermarkets and showrooms for the business of the company.
6. To invest any money of the Company in the equity or preference shares or debentures of any company ,if such investment fulfils the business objects of the Company and to invest any money of the Company not immediately required for the purposes of its business in such investments or securities as may be thought expedient including, but not limited to, securities issued and/or guaranteed by Central or State Government, Corporations, Trusts Financial institutions and banks.
7. To carry out in any part of the country of India and the world all or any part of the Company’s objects as promoter, owner, founder, director, principal, agent, factor, trustee, contractor either alone or any conjunction with any other person, firm, association, body corporate or government agency or the government department.
8. To purchase or otherwise acquire, sell, dispose of, concerns and undertakings, mortgages, charges, annuities, for certain period or on deferred basis, patents, trademarks, copyrights, domain ownerships, license, securities, concessions, policies, book debts and claims, any interests in real immoveable property and intellectual property and any claim against such property or against any person or company.
9. To become member of and to communicate with any Chamber of Commerce and other Mercantile and Public bodies in India, Agricultural associations, boards, companies, societies, trusts or abroad and to advise on, consult, promote and support measures for the protection, advancement, growth of commerce and industry and for protection and welfare of persons engaged therein.
10. To undertake and execute any trust or discretion the undertaking whereof may seem desirable and the distribution amongst the beneficiaries, pensioners or other persons entitled to thereof, any income, capital, annuity or other sums or moneys or other properties whether the periodically or otherwise and whether in money or in species in furtherance of any trust, discretion or other obligations or permissions.
11. To apply for tender, auctions, purchase or otherwise acquire any contracts, sub-contract, leases, license and concessions for or in relation to the objects or business herein mentioned or any of them and to undertake, execute, carry out, dispose of or otherwise turn to account the same.
12. To sublet or outsource all or any of the works, contracts from the time to time and upon such terms and conditions as may be thought expedient and beneficial to the company.
13. To enter into any arrangement with any Government Authority, State, Municipal, Local, National, Autonomous body or otherwise or any person or company that may seem conducive to the Company’s objects or any of them and to obtain from any such Government authority, person or Company any rights, privileges, charters, license and concession, which the Company may think fit and desirable.
14. To pay, out of the funds of the Company, all expenses which the Company may lawfully pay with respect to the promotion, formation and registration of the Company.
15. To open current or fixed deposit accounts with any bank, bankers, non-banking financial institutions, shroffs, or merchants and to pay into and draw money from such accounts and to draw, make endorse, discount and execute all types of negotiable instruments.
16. To insure the whole or any part of the property and personnel of the Company either fully or partially as needed.
17. To employ experts to investigate and examine into conditions, copyrights, patents, trademarks, intellectual assets, domain ownership, value, character and circumstances of any business, concerns and undertakings having similar objects and generally of any assets, property or rights.
18. To carry on any branch of business anywhere in India, which this Company is authorized to carry on by means or through the agency of any subsidiary company or companies and to enter into any arrangement with such subsidiary company for taking the profits and bearing the losses of any business or branch so carried on or for finance any such subsidiary, guaranteeing its liabilities or to make any other arrangement which seems desirable with reference to any business or branch so carried on including the power and provision at any time either temporarily or permanently to close any such branch or business.
19. To let on lease or license or on hire purchase or to lend any agricultural and non-agricultural properties belonging to the Company and to finance for the purpose of any article whether made by the Company or not by way of loans or by hire purchase system.
20. To adopt such means of making known the business/activities of the Company as may seem expedient and in particular by advertising in the press, by marketing programs, by circulars, by participation and sales at Government, Private and Commercial exhibitions, by publication of books and periodicals by employing audio-visual media on all modern digital platforms or by granting prizes, rewards and donations.
21. To raise or borrow money from time to time for any of the purposes and objects of the Company by receiving advances of any sum or sums with or without security upon such terms as the Directors may deem expedient and in any particular by taking deposits from or open current accounts with any individual or firms, including the agents of the Company, whether with or without giving the security or by mortgaging or selling or receiving advances on the sale of any lands, buildings, machineries, goods or other properties of the Company or by the issue of the debentures or debenture-stocks, perpetual or otherwise, charged upon all or any of the Company’s properties (both present and future) including its uncalled capital or by such other means as Directors may in their absolute discretion deem expedient. IV. The liability of the members is limited. V. The authorized share capital of the company is Rs.1,00,000 divided into 1,000 Equity Shares of Rs. 100 each.
I __________________________________and my registered Nominee ______________________________, whose names and addresses are subscribed, are desirous of being formed into a One Person Company (OPC) in pursuance of this Memorandum of Association.
The Liability of the members is limited.
The Authorized Capital of the Company is _____________________________________________.