Zoram Industrial Development Corporation Limited (ZIDCO)

Form I R

CERTIFICATE OF INCORPORATION

No. 1732 of 1977 – 78

I hereby certify that Mizoram Small Industries Development Corporation Limited is this day incorporated under the Companies Act, 1956 (No. 1 of 1956) and that the Company is limited.

Given under my hand at Shillong this 27^th (twenty seventh) day of February One Thousand Nine Hundred and Seventy Eight.

8^th day of Phalguna, 1899 – Saka.

Sd/- V.P.Kapoor

Registrar of Companies

Assam, Meghalaya, Manipur, Tripura,

Arunachal, Mizoram and Nagaland.

FRESH CERTIFICATE OF INCORPORATION

CONSEQUENT OF CHANGE OF NAME

In the Office of the Registrar of Companies, Assam, Meghalaya, Manipur

Tripura, Nagaland, Arunachal Pradesh & Mizoram, Shillong

(Under the Companies Act, 1956 (I of 1956)

IN THE MATTER OF MIZORAM SMALL INDUSTRIES

DEVELOPMENT CORPORATION LIMITED

I hereby certify that MIZORAM SMALL INDUSTRIES DEVELOPMENT CORPORATION LIMITED, which was originally incorporated on 27^th day of February , 1978 under the Companies Act, 1956 and under the name Mizoram Small Industries Development Corporation Limited, having duly passed the necessary resolution in terms of section 21 of Companies Act, 1956 and the approval of this Office signified in writing having been accorded thereto in the Ministry of Industry and Company Affairs , Department of Company Affairs, Registrar of Companies, Assam, Meghalaya, Manipur, Tripura, Nagaland, Arunachal & Mizoram, Shillong letter No. STA/21/1732/2649 date 13^th September, 1985 the name of the said company is this day changed to ZORAM INDUSTRIAL DEVELOPMENT CORPORATION LIMITED and this certificate is issued pursuant to section 23 (1) of the said Act.

Given under my hand at SHILLONG this day of 7^th (seventh) October, 1985 (One Thousand Nine Hundred and Eighty-Five)

Sd/- D.N.PEGU

Registrar of Companies

Assam, Meghalaya, Manipur, Tripura,

Nagaland ,Arunachal Pradesh & Mizoram,

SHILLONG

MEMORANDUM

ASSOCIATION OF INDUSTRIAL DEVELOPMENT

CORPORATION LIMITED

The name of the Company is ZORAM INDUSTRIAL DEVELOPMENT CORPORATION LIMITED.
The Registered Office of the Company will be situated in the State of Mizoram.
The objects for which the company is established are :-

MAIN OBJECTS :

To aid counsel, assist, finance, protect and promote the interests of Industries in the State of Mizoram, whether owned or run by Government, statutory body, company, firm or individuals and to provide them with capital, credit, means, resources and technical and managerial assistance for the prosecution of their work and business, to enable them to develop and improve their methods of manufacture, management and marketing and their technique of production.

To undertake procurement and distribution of various raw materials, whether imported or indigenous allocated by the Government of India to the Department of Industries, Mizoram or through M.M.T.C. and S.T.C. or any other agency for supply to the Industries on the prices fixed by the Corporation. Besides the Government allocations, the Corporation may arrange to procure the raw materials available in short supply in the country for distribution to the bonafide actual users whether for the supply of end products in the home market or for export purposes.

To operate upon import licences/releases order issued to industries and to club them together for placing indents on the foreign or indigenous suppliers and get the raw materials, components, spares imported and to arrange to deliver the material to such licence holders release order holders on predetermined service charges to enable the industrial units of Mizoram to utilize small value licence/release orders.

To establish and maintain trade centre(s) to serve as a clearing house for dissemination of information regarding industries and for the purpose of display or exhibit their products and to maintain liaison between the industries of Mizoram and the interested buyers for securing contracts on their behalf and to do all such acts for execution and implementation of such contracts and orders.

To establish and maintain export house(s) to promote export trade and participate in export trade for the benefit of industries.

To undertake and provide marketing facilities to the industries of Mizoram.

To acquire lands, develop them suitably by providing communications, power supply, water supply and other facilities at places determined by the company and make them available on such terms and conditions as may be agreed upon to any individual firm, company, association or concern for the purpose of establishing new industries or for the purpose of shifting the existing industries from any congested area and to take over or establish and administer Industries Estates in the State of Mizoram.

The effect co-ordination between Large Industries and Small Industries by suitable methods, enabling Small Industries to manufacture satisfactory such parts, accessories, ancillaries and components and other articles as may be required by large industries.

To promote and operate schemes of the industries development of Mizoram and for that purpose to prepare and get or cause to be prepared investigations and studies for feasibility reports, detailed project reports, market studies, statistics and other relevant information for the establishment of any industrial undertaking and to promote and establish companies and association for the execution of such industrial projects. To plan, formulate and execute projects in particular for setting up industries in the lines of production which are important in the opinion of the Company for the industrial development of Mizoram.

To guarantee to the National Small Industries Corporation, in respect of moneys to be paid by an entrepreneur to the National Small Industries Corporation under the scheme for the hire purchase of machinery on such conditions, as may be prescribed for the purpose.

Subject to section 384 of the Companies Act to direct the management, control and supervision of affairs of any company, association, firm or concern by nominating directors, controllers, supervisor, or otherwise or to collaborate with any company or association or firm or concern formed for carrying on any manufacturing or other business within the objects of the Company.

To promote and operate schemes in collaboration with the Govt. of Mizoram for the dispersal of industries in a manner conducive to the balanced regional development of the various parts of Mizoram.

To enter into arrangement with Government of India, Govt. of Mizoram or any other State Government or Local authority for the purpose of carrying out the objects of the company or furthering its interest and to obtain from such Government or authority or persons any charters, subsidies, loan, indemnities, grants, contracts, licences, rights, concessions, privileges or immunities which the company may think it desirable to obtain and exercise or to comply with any such arrangement, rights privileges and concessions.

To procure capital for or to provide machinery, equipment and other facilities to any company, person and association for the purpose of carrying into effect any objects connected with the industrial development of Mizoram.

To seek for and secure openings for the employment of capital in Mizoram and elsewhere and with a view thereto to prospect, inquire, examine, explore and text, and to dispatch and employ expeditions commissioners, experts and other agents.

INCIDENTIAL / ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS :

To enter into contracts with, and take up indents from the Government of India and State Government in the Union of India and Corporation and other subsidiaries and branches and from any agency or officers thereof having the necessary powers, for fabrication, manufacture, assembly and supply of goods, material, articles and equipment of every description and to arrange for the performance of such contacts and indents by sub-contracting them to or placing orders in respect thereof with Industries or others for the fabrication, manufacture, assembly or supply of such goods, materials articles or equipment or parts thereof servicing or processing in connection therewith, or such managerial services as may be necessary for the due performance of such contracts and indents, and to have the goods, materials, articles and equipment fabricated, manufactured, assembled and supplied which may directly and indirectly be constructed to be related to the business of the corporation.

To establish and maintain quality control, testing and common facility center(s) for ensuring standard quality of industrial products and providing such facilities that may be required for the purpose and subscribe or to subsidize or become member of Training Institutions, Research Laboratories, Research Institution and Experimental workshop for scientific technical research and experiments.

To certify to the appropriate Government officers with respect to the competency, as to capacity and credit, of any industrial concern of group of such concern to perform any specific Government contract.

To obtain from any Government, or other agency such reports concerning the giving of contracts and sub-contracts and making loans to business concerns as may be deemed necessary for carrying out the aforesaid objects.

To grant to guarantee or recommend the grant of loans to Industries, to which sub-contracts are given or orders are issued, as aforesaid, in order to enable them, in carrying out the sub-contract orders to finance plant construction, conversion or expansion including the acquisition of land, or to finance the acquisition of equipment, facilities, machinery supplies or materials or the supply such concerns with working capital to be used in the manufacture of articles, equipment supplies or materials under contract to Government or to this Company, to provide them with such financial, technical, managerial and other assistance as may be deemed necessary for the purpose of enabling them to execute and carry out the sub-contracts and other satisfactorily and to organize production and manufacture for meeting such contracts and sub-contracts and other adequately and according to specification and to ensure satisfactory production by all necessary instruction, assistance, inspection and supervision relating to the business of Corporation.

To promote and establish such Companies, Associations, Advisory Boards and other suitable bodies as may be deemed necessary in order to carry out the aforesaid objects effectively.

To procure capital or financial assistance or accommodation for or provide machinery, equipment, technical and managerial assistance, information, instruction, inspection, supervision and other facilities to any company, person or association for the purpose of carrying into effect any of the aforesaid objects.

To manufacture, buy, sell. Import, export, install work and generally deal in and plant machinery, substances, tools, materials, goods or things of any description which, in the opinion of the company, may be conveniently dealt with the company in connection with any of its objects.

To enter into any partnership or arrangement for joint working in business, sharing of profits, pooling of any industrial undertaking, joint venture or reciprocal concession or amalgamation, with any other company, firm or person, carrying on or engaged in any manufacture or business within the objects of this company or similar thereto.

To establish, promote, subsidize and otherwise assist any company or companies syndicate or other concern for the purpose of setting up any industry.

Generally to purchase, take on lease or in exchange, hire or otherwise acquire, any real and personal property and any rights or privileges which the Company may think necessary for convenient for the purpose of its business and in particular any land, buildings, easements, machinery, plant, and stock-in-trade.

To sell dispose of by way of lease or on hire or otherwise transfer business property and undertaking of the Company, or any part thereof for cash, stock or any other company or for any other consideration which the company may see fit to accept for the attainment of its objects.

To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with, all or any part of the property and rights of the Company.

To accept stock or share in, or the debentures, mortgage, debentures or other securities of other company in payment or part payment for and services rendered or for any sale made to or debt owing from any such company.

To carry on any other trade or business (whether manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in connection with the above calculated directly to enhance the value of or render profitable any of the Company’s property or rights.

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 company is authorized to carry on or possessed of property suitable for the purpose of this Company.

To pay all, charges and expenses incurred or sustained in or about the promotion and establishment of the Company, or which the company shall consider to be in the nature of preliminary expenses, including therein the cost of advertising commissions for under-writing, brokerage, printing and stationary expenses attendant upon the formation of agencies.

To construct, maintain, and alter any building or works, necessary or convenient for the purpose of the Company.

To apply for and take out purchase or otherwise acquire ay trade mark, patents, patent-rights, inventions, copyright, designs or secret processes, which may be useful for the company’s objects and to grant licenses to use the same, and to work, develop, carry out, exercise and turn to account the same and adopt such means of making known the business and products of the company or of any company in which this Company is interested as may seem expedient and in particular by advertising in newspapers, magazines, periodicals, by circulars, by purchase and exhibitions, by publication and distribution of books and periodicals, calendars, almanacs and diaries, by distributing samples and by granting prizes, rewards and donations.

To make, draw, accept, endorse, discount, execute, issue and negotiable cheques, bills of exchange, promissory notes, debentures and other negotiable or transferable instruments.

To borrow or raise or secure the payment of money in such other manner as the Company shall think fit and particular by the issue of debentures, debenture bonds or debenture stock, perpetual or otherwise, mortgage or any other securities charged or passed upon the undertakings of the company or any part of its property both present and future including its uncalled capital and the rights of the company’s or without any such as to priority or otherwise, and generally to borrow money in such manner as the Company shall think fit.

To received grants, loans, advances or other money on deposit or otherwise, from the Central Governments, or State Governments, Banks, Companies, Trusts or individuals, with or without allowance of interest thereon.

To lend money to such persons or Companies and on such terms as may seem expedient and in particular to customers and others having dealing with the Companies and to guarantee the performance of contract by any such persons or companies.

To invest and deal with the moneys of the Company not immediately required in such manner, other than in the shares of this company, as may from time to time be determined.

To acquire by subscription, purchase or otherwise, and to accept and take, hold and sell shares of stock in any company, society or undertaking, the object of which shall either in whole or in part, be similar to those of this Company, or such as may be likely, directly or indirectly, to promote or advance the interests of the Company.

To establish, maintain, subsidize to or subsidies or become member of training institutions, research laboratories, research institutions and experimental workshops for scientific and technical research and experiments.

To provide for the welfare of persons in the employment of the Company, and the wives, widows and families of such persons, by establishing provident or other funds, by grants of money, pensions or other payments, and by providing or subscribing to places of instruction and recreation and hospitals, dispensaries, medical and other attendance, and other assistance as the Company shall think fit, and to subscribe money to or for and otherwise help any charitable or benevolent subject or any exhibition or any public show of useful objects.

To establish and regulate branches or agencies of the Company at any place in India or elsewhere and discontinue the same.

Generally to do all such other matters and things as may appear to be incidental or conductive to the attainment of the above objects or any of them or consequential upon the exercise of its powers or discharge of duties.

To create any depreciation fund, reserved fund, sinking fund, insurance fund, or any other fund whether of depreciation or for repairing, improving, extending or maintaining any of the property of the Company or for redemption of debentures or redeemable preference shares or for special dividends or for equalizing dividend for any other purpose whatsoever, and to transfer any such fund or part thereof any of the other funds herein mentioned.

To employ or pay experts, foreign consultants, etc. in connection with the planning development of all or any of the business connected with the company’s operations.

To appropriate, use, or lend out land belonging to the Company for streets, park, pleasure grounds, allotment and other conveniences and to present any such land so lend out to the public or any persons or company conditionally or unconditionally as the Company thinks fit.

To apply for tender, purchase or otherwise acquire contracts and concessions for, or in relation to the construction, execution, carrying out, equipment, improvement, management administration or control of works and conveniences and to undertake, execute carry out dispose of or otherwise turn to account the same.

To invest the capital of the Company, in or to deal with share, stocks, bonds debentures, obligations and other securities of any company or association formed for establishing, executing or working of any industrial undertaking approved by the company.

To issue or guarantee the issue of or the payment of interest on the shares, debentures, provide for brokerage, commission and underwriting in respect of any such issue.

The above mentioned objects of this Company will extend to the State of Mizoram, to every other states in the Indian Union and also to territories beyond the Indian Union.

It is hereby declared that (i) the word “Company” in this Memorandum when applied otherwise than to this Company shall be deemed to include any authority, partnership or other body of persons whether incorporated, or not incorporated, whether domiciled in India or elsewhere.

OTHER OBJECTS – NIL

The liability of the members is limited.

The authorized capital of the Company is Rupees ten crores divided into ten lakhs equity shares of Rupees one hundred each with powers to issue any of the shares in the capital, original or increased, with or subject to any preferential, special or qualified rights or conditions or conditions as regards dividends, repayment of capitals, voting or otherwise.

Name, Designation & Address of Subscriber

No. of Equity Subscriber

Signature of Shares taken

1. Governor of Mizoram

(Represented by Chief Secretary)

2. Governor of Mizoram

(Represented by Development Commissioner)

3. Governor of Mizoram

(Represented by Finance Secretary)

4. Governor of Mizoram

(Represented by Secy. Industries Deptt.)

5. Governor of Mizoram

(Represented by Director of Industries)

6. Governor of Mizoram

(Represented by Managing Director)

7. Industrial Development Bank of India

2,05,095

1 (one)

1,90,000

Sd/-

ARTICLES

ASSOCIATION OF ZORAM INDUSTRIAL

DEVELOPMENT CORPORATION LIMITED

GENERAL

DEFINITION 1. In these Articles unless there be something in the subject or context Interpretation clause inconsistent therewith:-

Act (a) “Act” means the Companies Act, 1956 (Act No. 1 of 1956) or Acts for the time being in force containing the provisions of the Legislature relating to Companies.

Board (b) “Board” means the Board of Director assembled at a meeting of the Directors duly called or constituted as the case may be.

Bye Laws (c) “Bye-Laws” means the Bye-Laws which may be made by the Board of Directors of the Company under these Articles and with may for the time.

Capital (d) “Capital” means the capital for the time being raised or authorized to be raise for the purposes of the Company.

Chairman (e) “Chairman” means the Chairman of the Board of Directors of the company .

Company (f) “Company” means Zoram Industrial Development Corporation Limited.

Director (g) “Director” means the director of the time being of the Company.

Dividend (h) “Dividend” means includes Bonus.

Government (i) “Government” means the Government of Mizoram.

IDBI (j) “IDBI’ means the Industrial Development Bank of India.

Governor (k) “Governor” means the Governor of Mizoram.

Month (l) “Month” means a calendar month.

Office (m) “Office” means the Registered Office for the time being of the Company.

Register (n) “Register” means the Register of members to be kept as provided in the Act.

Regulations (o) “Regulations of the Company” means the Regulations for the time being in force for the management of the Company.

Seal (p) “Seal” means the common seal of the Company.

Share (q) “Share” means the shares or stock into which the capital is divided and the interest corresponding with such shares or stock.

In writing (r) “In writing” and “written” shall include printing and lithography and any other mode or modes representing or reproducing word in a visible form.

Number (s) Words importing the singular number only shall include the plural number and vice versa.

Gender (t) Words importing the masculine gender also include the feminine gender.

Person (u) Words importing person shall include Corporation.

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Subject as aforesaid, any words or expressions defined in the Act, shall except where the subject or context forbids, bear the same meaning in there Articles.

Subject to provisions of the Act, the regulations contained in Table ‘A’ in the first schedule to the Act shall not apply to the Company, except here-in-after provided.

The Regulations for the management of the Company and for the observance of the members thereof and their representatives shall, subject to any exercises of the statutory powers of the Company in reference to the repeal or alteration of or addition to its Articles of Association by special resolution as prescribed or permitted by the Act, be such as are contained in these Articles.

The Company is to be a “Private Company” and accordingly : -

The number of members of the Company is not to exceed fifty excluding (i) persons who are in the employment of the Company and (ii) persons who having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, but where two or more persons hold one or more shares in the Company jointly ceased, they shall, for the purpose of this Article, be treated as single member.

Any invitations to the public to subscribe for any shares or debentures of the Company is hereby prohibited.

The right of transfer of shares shall be restricted as herein after provided

Copies of Memorandum and Articles of Association of the Company shall be furnished by the Directors to every member at his request on payment of the sum of Rupee one for each copy within seven days of such requirements.

SHARE CAPITAL

The authorized capital of the Company is Rupees ten crores divided into Rupees ten lakhs equity shares of Rupees one hundred each, with power to issue any of the shares in the capital, original or increased, with or subject to preferential, special or qualified rights or conditions, as regards dividend voting or otherwise, provided that the Company may alter conditions of its Memorandum so as to increase its share capital by such amount as it thinks expedient by issuing new shares in the manner prescribed in Section 94 of the Act.

The Company shall cause to be kept a Register of members and index of members in accordance with the Act.

The register shall be opened in inspection of members without any payment and to inspection of any other persons on payment of Rupee one, for each inspection. Any such member of person may take extracts there from.

The Company shall send to any members, on request extracts of the Register of members or of the list and summary required under the Act on payment of fifty paise for every hundred words or fractional part thereof within a period of ten days (exclusive of non-working days) after the day on which the members of request is received by the Company.

The share shall be under the control of the Directors who may with the approval of the Governor in that behalf and subject to the provisions hereinafter contained allot or otherwise dispose of the same to such person on such terms and conditions and at such time as the Directors think fit and with full powers to give to any person the call of any share whether at part or at premium or subject to the provision of the act at a discount and for such time and for such consideration as the Directors think fit.

No part of the funds of the Company shall be employed in the purchase of or in loans upon the security of the Company’s share.

The Company shall provide all facilities to IDBI to inspect from time to time through its officials or other agents the books, accounts, records, papers, documents, and other material at the registered office of the Company or at any if its office/branches and the Company shall also furnish all such information and particulars as may be required by IDBI and its officials and agents.

The Company shall keep and maintain such books, accounts, and other records as may be specified by the IDBI, in respect of its business, affairs and operations shows all such particulars as may be specified by the IDBI. The Company shall furnish to IDBI all such information as the IDBI may require from time to time.

The Company shall observe and abide by all such guidelines as may be issued by the IDBI from time to time on matters of policy. The decisions of the IDBI on the question whether a particular matter is a matter of policy or not shall be final and binding on the Company.

SHARE CERTIFICATES

Every persons whose name is entered as a member in the register shall, without payment, may be entitled to a certificate under the common seal of the Company specifying the share or shares held by him and the amount paid thereon. Provided that, in respect of share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of a several joint holders shall be sufficient delivery to all.

If a certificate is defaced, lost or destroyed it may be renewed on payment of a fee not exceeding fifty paise if any, and on such terms, if any, as to evidence and indemnity and the payment of out of pocket expenses incurred by the company in investigating evidence, as the Directors think fit.

CALLS ON SHARE

The Board may, from time to time, make calls upon the members in respect of any moneys unpaid on their shares and specify the time or times of payment and its members shall pay to the Company at the time or times so specified the amount called on his shares. Provided, however, that the Board may, from time to time at its discretion extend the time fixed for the payment of any call and may extend such time to allow any of the members whom the Directors may deem entitled to such extension, but no member shall be entitled to such extension, save as a matter of grace and favour. A call may be made payable by installments.

Any money due from the Company to a share holder may without the consent of such share holder be applied by the Company in or towards payment of any money due from him to the Company for call or otherwise.

FORFEITURE AND SURRENDER

If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, as any time thereafter during such time as any part of the call of installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have occurred. The member from whom the same is due shall pay interests thereon from the day appointed for the payment there of to the time of actual payment at five per cent per annum or at such lower rate, if any as the Board may determine.

The notice aforesaid shall name :

Further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made.

State that in the event of non payment on or before the day so named, the shares respect of which the call as made will be liable to be forfeited.

If the requirements of any such notice as aforesaid are not complied with any share in respect of which the notice has been given may at any time hereafter, before the payment required by the notice has been made, be forfeited by a resolution by the Board to that effect.

When any share has been so forfeited, a entry for the forfeiture with the date thereof shall be made in the register of members.

A forfeited share may be sold or otherwise disposed of on such terms and in such manners the Board thinks fit.

At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it think fit.

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares. The liability of such persons shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

A duty verified declaration in writing that the declarant is a Director, the Manager, or the Secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons, claiming to be entitled to the share.

The Company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.

The transferee shall thereupon be registered as the holder of the share.

The transferee shall not be bound to see the application of the purchase money, if any, nor shall his title to the share be effected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the shares.

The provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a shares becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.

TRANSFER AND TRANSMISSION OF SHARES

The Company shall keep a book to be called the “Register of Transfer” and therein shall fairly and distinctly enter the particulars of every transfer or transmission of any share.

Shares in the Company shall be transferred in the following form or in any usual or common from which the Directors may approve from time to time

ZORAM INDUSTRIAL DEVELOPMENT CORPORATION LIMITED

I …………………………………………………………………. of …………………………………………….. in consideration of the sum of Rupees ………………………………………………………………… paid to me by ………………………………. (hereinafter called the “Transferee”) to the said transferee the share (or shares) numbered …………………….. to …………………….. (inclusive) in the undertaking called ZORAM INDUSTRIAL DEVELOPMENT CORPORATION LIMITED to hold into the said Transferee his executor’ administrator and assignees to the several conditions on which I held the same immediately before the execution thereof, and I, the said Transferee do hereby agree to take the said share (shares) subject to he conditions aforesaid. As witness our hands the ………………… day of …………….. 19 ..……… witness to the signature of etc.

(1)…………………………………………………………. (2) …………………………………………………..

The instrument of transfer of any share in the Company shall be executed both by the transferor/and transferee and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

The right of the members to transfer their shares shall be restricted as follows:-

A share may be transferred by a member or other person entitled to transfer only to a person approved by the Governor.

Subject as aforesaid and subject to the provision of the Act, the Directors may, in their absolute and uncontrolled discretion refuse to register any proposed transfer of shares.

Nothing contained in Clause (a) shall prejudice any power of the Company to register a share holder or any person to whom the right to any share in the Company has been transmitted by operation of Law.

The instrument of transfer shall, after registration, be retained by the Company and shall remain in its custody. All the instruments of transfer which the Directors may decline to register shall, on demand, be returned to the person depositing the same. The directors may cause to be destroyed all transfer deeds lying with the Company after such period as they may determine.

INCREASE, DEDUCTION AND ALTERATION OF CAPITAL

Subject to approval of the Governor, the Directors may, with the sanction of the Company in general meeting by an ordinary resolution increase the share capital the creation of new shares of such amount as the resolution shall prescribe.

Subject to such directions as may be issued by the Governor in this behalf and subject to the provisions of section 88 of the Act, new share shall be issued upon such terms or conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, as the Directors shall determine.

The new shares shall be at the disposal of the Board and may be allotted by them in such manner as may be thought fit, subject to the directions given by the Governor on their behalf.

Except so far as otherwise provided by the conditions of issue, or by these Articles any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfer and transmission forfeiture, lien, voting, surrender and otherwise.

Subject to the provisions of Section 100 to 104 of the Act, and to such direction as may be issued by the Governor on this behalf, the Company may, from time to time by special resolution, reduce its share capital (including the Capital Redemption Reserve Fund if any) any way authorized by law and in particular may pay off any paid up share capital upon the footing that it may be called up again or otherwise and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.

Subject to the approval of the Governor, the Company in a general meeting may alter the conditions of its Memorandum as follows :-

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

Sub-divide shares or any of them into shares of smaller amounts than originally fixed by the Memorandum subject nevertheless to the provisions of the Act and of these Articles. The resolution by which any shares are sub divided may determine that as between the holders of the shares resulting from sub-division , one or more of such shares may be given any preference or advantages or otherwise over the others or any other such shares.

Cancel shares which at the date of such general meeting have not been taken or agreed to be taken by any persons and diminish the amount of its share capital by the amount of the shares so cancelled.

MODIFICATION OF CLASS RIGHTS

If, at any time the capital of the Company, by reason of the issue of preference shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to each class may subject to the provisions of Section 108 and 107 of the Act, be modified, abrogated to deal with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is (a) ratified in writing by the holders of at least three fourths of the nominal value of the issued shares of that class or (b) confirmed by special resolution passed at a separate general meeting supported by votes of at least three-fourths of the holders of shares of class, and all the provisions hereinafter contained as to general meeting shall mutadis apply to every such meeting, except that the quorum thereof shall be members holding or representing by proxy one fifth of the nominal amount of the issued shares of that class.

BORROWING POWERS

Subject to the approval to the Governor and subject to the provisions of the Act the Board may, from time to time, borrow and/or secure the payment of any sum or sums of money for the purposes of the Company, by means of a resolution passed at a meeting of the Board.

The Board may, subject to the approval of the Governor raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular, by the issue of bonds, perpetual or redeemable debentures or debenture stock or any mortgage, charge, or other security on the undertaking of the whole or any part of the property of the Company (both present and future) including its uncalled capital for the time being.

Debentures, debenture stock, bonds or other securities may be made assignable free from any equities between the Company and person to whom the same may be issued.

Subject to the approval of the Governor and subject to Section 79 and 117 of the Act, and debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender drawings and allotment of shares.

If the Director or any of them or any other person shall become personally liable for the payment of any sum primarily due from the Company the Director may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or persons so becoming liable as aforesaid from any loss in respect of such liability.

CONVENING MEETING

The first Annual General Meeting of the Company shall be held within 18 months from the date of its incorporation. The next annual general meeting of the Company shall be held within six months after the expiry of the financial year in which the first annual general meeting was held and thereafter an annual general meeting shall be held by the Company within 6 months after the expiry of each financial year in accordance with the provisions of Section 166 of the Act. Such general meeting shall be called “Annual General Meeting” and all other meeting of the Company shall be called “Extraordinary General Meetings”. Every annual general either at the Registered Office of the Company or at any other convenient place as the Director may consider suitable.

The Board shall prepare annual list of members and summary and forward the same to the Registrar of Companies in accordance with Section 159 and 161 of the Act.

The Directors may, whenever they think fit and shall, when so required by Governor call an extraordinary general meeting.

Subject to the Provisions of Section 169 of the Act.

The Board shall, on the requisition of the holders of not less than one tenth of the paid up share capital of the Company upon which all calls or other sums than due have been paid, forthwith proceed to call and extraordinary meetings of the Company.

The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered office of the Company any may consist of several documents in like form, each signed by one or more requisitionists. In case of joint holders of shares, all such holders shall signed the requisition.

If the Board do not proceed duly within 21 days from the date of deposit of the requisition to call a meeting which should be held on a day not later than fourty five days from the date of the deposit of the requisition, the requisitionists or a majority of them in value may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of deposit of the requisition.

Any meeting called under this Article by the requisitionists shall be called in the same manner, as nearly as possible as that in which meeting are to be called by the Board.

Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board to convene a meeting shall be repaid to the requisitionists by the Company, and any sum so repaid should be retained by the Company out of any sums due or becoming due from the Company by way of fees or other remuneration for their service to such of the Directors as were in default.

Twenty-one days notice at least of every general meeting annual or extraordinary and by whomsoever called specifying the date, hour and place of the meeting and (and in case it is proposed to pass a special resolution, the intension to propose such resolution as a special resolution) shall be given to the persons entitled under and in the manner provided by the Act and these Articles.

Subject to the provisions of Section 171 (2) of the Act, a general meeting may be convened by shorter notice than 21 days.

An accidental omission to give notice to or to non receipt thereof by any member shall not invalidate any resolution pass at any such meeting.

Two members present in person of whom one shall be a representative of the Governor, shall be a quorum for a general meeting

The business of an annual general meeting shall be to received and consider the profit and loss account, the balance sheet, and the report of the Director and of the Auditors, the appointment of Directors, Auditors, etc. and to declare dividends. All other business transacted at the meeting shall be deemed special.

The Governor so long as he is a share holder of the Company, may from time to time appoint one or more persons (who need not be a members of the Company) to present him at all or any meetings of the Company.

Any one of the persons appointed under clause (i) of this Articles who in personally present at the meeting shall deemed to be a member entitled to vote and present in person and shall be entitled to represent the Governor at all or any such meetings and to vote on his behalf whether on a show of hands or on a poll.

The Governor may, from time to time, cancel any appointment made under clause (i) of this Article and make fresh appointments.

The production at the meeting of an order of the Governor evidenced as provided in the Constitution of India shall be accepted by the Company as sufficient evidence of any such appointment or cancellation as aforesaid.

Any person appointed by the Governor under this articles may, if so authorized by order, appoint a proxy whether specially or generally.

The Chairman of the Board of Director shall be entitled to take the chair at every general meeting. If their be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting or is unwilling to act as chairman, then the Directors present may choose a Chairman and in default of their doing so, the members present shall choose another Director as Chairman and if no Director shall be present or if all the Director present decline to take the chair then members to be Chairman.

If within thirty minutes from the time appointed for the meeting a quorum be not present, the meeting if convened upon any requisition of the members as aforesaid shall be dissolved but in any other case it shall stand adjourned to the same day, in the next week at the same time and place or to such other day, time and place as the Board may, by notice to the Share holders appoint. If at such adjourned meeting a quorum be not present, those members present shall be a quorum and may transact the business for which the meeting was called.

The Chairman of a General Meeting may, with the consent of the meeting adjourn the same from time to time and from place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

At any general meeting a resolution put to vote of meeting shall be decided on a show of hands, unless a poll is before or on the declaration of the result of the show of hand , demanded by a member present in person or proxy or by duly authorized representative and unless a poll is so demanded a declaration by the Chairman that resolution has, on a show of hands been carried or carried unanimously, or by a particular majority or loss, and an entry to that effect in the book of proceeding of the Company, shall be conclusive evidence of the fact, without proof of the number of proportion of the votes recorded in favour of or against the resolution.

If a poll is duly demanded as aforesaid it shall be taken in such a manner and at such time and place as the Chairman of the meeting shall direct and either at once or after an interval or adjournment and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of poll may be withdrawn.

Every question submitted to a meeting shall be decided in the first instant by a show of hands, and in the case of any equality of votes the Chairman shall, both on a show of hands and at the poll (if any) have a casting vote in addition to his own vote to which he may be entitled as a manner.

Any poll duly demanded on the election of a Chairman of meeting or any question of adjournment shall be taken forthwith at the meeting and without adjournment.

The demand for a poll shall not prevent the continuance of meeting for the transaction of any business other than the question on which poll has been demanded.

The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sold judge of the validity of every vote tendered at such poll.

Upon a show of hand, every member present in person shall have one vote and upon a poll every member present in person or by a proxy or by duly authorized representative shall have one vote for every share held by him.

No member, not personally present shall be entitled to vote on a show of hands.

The instrument appointing a proxy shall be in writing under the hand of the appointer, or of his attorney or if such appointer is a Company or Corporation, under its common seal or under the hand of a person duly authorized by such Company or Corporation on that behalf, or under the hand of its attorney who may be the appointer.

The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarily certified copy of that power or authority shall be deposited at the Registered Office of the Company not less than forty eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote, or in the case of poll not less than twenty four hours before the time appointed for the poll, and in default the instrument of proxy shall not be treated as valid.

Every instrument of proxy for a specified meeting or otherwise shall as nearly as circumstances will admit, be in the form or to the effect of the following :-

ZORAM INDUSTRIAL DEVELOPMENT CORPORATION LIMITED

I ……………………………………………………………………………….. member of the Zoram Industrial Development Corporation Limited do hereby appoint …………………………………. of ………………………………… or failing him ……………….…… of ……………… as my proxy to attend and vote for me and on my behalf at the annual extraordinary general meeting of the Company to be held on the day of ……………….…. 19 …………..….…. And at any adjournment thereof ……….……………….. As witness my hand this …………………………..……… day of ………………….….. 19 ………..

Signed by the said ………………………………………..

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy or any power of attorney under which such proxy was signed or the transfer of the share in respect of which the vote is given provided that no intimation in writing of the death, revocation of transfer shall have been received at the office of the company before the meeting.

No objection shall be made to the validity of any votes, except at the meeting or poll at which such votes shall be tendered and every vote whether given personally or by proxy, not disallowed at such meeting or poll whatsoever.

BOARD OF DIRECTORS

The Governor shall from time to time, determine the number of Directors of the Company which shall not be less than two but not more than twelve. The Director shall not be required to hold any qualification shares. The first Director of Corporation are :

Shri Lalkhama, Development Commissioner, Government of Mizoram, or his successor in office.

Shri Rohmingthanga Pachuau, Secretary to the Govt. of Mizoram, Industries Department, or his successor in office.

Shri Lalchhuma, Secretary to the Govt. of Mizoram, Finance Department, or his successor in office.

Shri Renjeet Jachuk, Director of Industries, Govt. of Mizoram, or his successor in office.

The Governor shall have the right to appoint the Directors.

The Governor shall appoint one of the Directors as the Chairman, another as Managing Director, and another as either for a fixed term or without any limitation as to the period for which he is to hold office.

The Board of Directors shall not be entitled to appoint Managing Director/s except in consultant with and after obtaining the advise of IDBI.

So long as any monies are due and payable to IDBI by the Company and/ or so long as IDBI continues to hold any stocks, shares and debentures of the Company, the IDBI shall be entitled to nominate not more than 2 Directors, on the Board of Directors of the Company.

The Chairman, the Managing Director and other Directors shall be paid such salary and/or allowances as the Governor may from time to time determine. Subject to the provision of Section 314 of the Act, such reasonable remuneration as fixed by the Governor may be paid to any one or more of the Directors for extra or special services rendered by him or them or otherwise.

The Chairman, the managing Director and other Directors appointed by the Governor shall hold office as provided in (7) below or until removed by him and in the event of such removal or in the event of any vacancy in their offices either by resignation or death or otherwise the Governor shall be entitled to appoint other as Chairman, Managing Director and Directors in their place.

At every annual general meeting of the Company all the Directors (including the Chairman) except the Managing Director shall retire from office. The Managing Director shall retire on his ceasing to hold the office of the Managing Director. A retiring Director shall be eligible for reappointment.

Notwithstanding anything to the contrary contained in these Articles IDBI shall, pursuant to an agreement between it and the Company have a right to appoint a Director on the Board of Directors of the Company such Director is hereinafter referred to as (The Special Director) The Special Director shall not be required to hold qualification shares and shall not be liable to retire by rotation. IDBI may, at any time and from time to time remove the special Director appointed by it and may in the event of such removal and also in case of death or resignation of the special director, appoint another in his place and also fill any vacancy which may occur as a result of the special director ceasing to hold office for any reason whatsoever. Such appointment or removal shall be made in writing by IDBI and shall be delivered to the Company at its Registered Office. The Board of Directors of the Company shall have no power to remove the special director from office. Such special director shall be entitled to attend all General Meetings, Board meetings and meetings of the Committee of which he is a member and he and IDBI shall also be entitled to receive notice of all such meetings. The special director shall be paid normal fees and expenses to which other directors are entitled. Provided that if the special director is an Officer of the IDBI, unless otherwise directs, no sitting fees shall be payable to him but the Company shall reimburse IDBI the amounts paid or payable under its rule to such special director on account of travelling and halting allowance and may other expenses for attending any general meeting or any meeting of the Board of Committee.

Subject to the approval of the Governor, the Board of Directors of the Company may appoint an Alternate Director to act for a Director (hereinafter in this article call the “Original Director”) during the absence for a period of not less than three months from this state. Such appointment shall have effect, and such appointee while he holds office as an Alternate Director shall be entitled to notice of meetings of the Directors and to attend and to vote there at accordingly; but he shall not require any qualification and shall ipso facto vacate office if and when the Original Director returns to the state, or vacate office as a Director. If the terms of the office of the Original Director is determined before ho so returns to this state any provision for the automatic-re-appointment of the retiring Director in default of another appointment shall apply to the Original and not to the Alternate Director.

DISQUALIFICATION OF DIRECTORS :

A person shall not be capable of being appointed as Director of the Company if he suffers from any of the disqualifications enumerated in Section 274 of the Act. The office of a Director shall be vacated if any of the conditions set out in section 283 of the Act comes to happen. This is without prejudice to the right of the Governor to remove any Director without assigning any reason whatsoever.

PROCEEDINGS OF THE BOARD OF DIRECTORS :

The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit and may determine the quorum in accordance with Section 287 of the Act of the transaction of business.

A Director may at any time convene a meeting of Directors, Questions arising at any meeting shall be decided by majority of votes. The Chairman shall have a second or casting vote. A meeting of the Board shall be held at least once in every three calendar months.

All meeting of the Directors shall be presided over by the Chairman if present and if at any meeting the Chairman is not present then and in that case the Directors shall choose one of the Directors then present to preside at the meetings.

A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion by or under the Articles of the Company for the time being vested in or exercisable by the Directors generally.

Subjects to the provisions of Section 292 of the Act, of the Directors may delegate any of their powers to Committee consisting of such member or members of their body as they think fit and may, from time to time, revoke such delegation. Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may, from time, be imposed upon it by the Directors at its next meeting.

A committee may elect a Chairman of their meetings but if no such Chairman is elected, or if at any meetings, the Chairman is not present within 15 minutes after the appointed time for holding the same the members present may choose one of their members to be Chairman of the meeting.

Subject to the provision of Section 289 of the Act, a resolution in writing shall be as valid and effectual is if it had been passed at a meeting of the Directors duly called the constituted.

All acts done by any meeting of the Directors or of a Committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards, discovered that there was some defect in the appointment of such Directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as it every such person had been duly appointed and was qualified to be Director.

The Directors shall cause minutes to be mode in books provided for the purposes :

of all appointments of Officers made by the Governor.

of all appointments of Officers made by the Directors.

of all the names of the Directors present at each meeting of the Directors and of any Committee of the Directors.

of all resolutions and proceedings at all meetings of the Company, and of the Committee of Directors and every Director present at any meeting of Directors or Committee of Directors shall sign his name in a book to be kept for the purpose, and,

in the case of each resolution passed at the meeting the names of the Directors, if any, dissenting from or not concurring to the resolutions.

POWERS AND DUTIES OF BOARD OF DIRECTORS :

The business of the Company shall be managed by the Board, who may pay expenses incurred in setting up and registering the Company, and may exercise all such powers of the Company as are not, 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 , meetings, subject nevertheless to the provisions of the said Act, and such regulation being not inconsistent with the aforesaid provision, as may be prescribed by the Company in general meeting, but, no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

SPECIFIC POWERS OF DIRECTORS :

Without prejudice to the general powers conferred by the proceeding Articles and other powers conferred by these Articles, the Directors shall have the following powers that is to say, powers :

From time to time make vary and repeal bye-laws for the regulation of the Company, its officers and employees.

To purchase, take on lease or otherwise acquire for the Company, any property, rights to privilege which the Company is authorized to acquire as such price, and generally on such terms and conditions as they think fit.

To authorize the undertaking of works of a capital nature, not exceeding Rs. 25 lakhs (Twenty five lakhs) or any higher amount that may be decided upon by Governor from time to time.

To pay for any property, rights or privileges acquired by, of services rendered to the Company, either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company and any such shares as may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon, and any such bonds, debentures or other securities as may be either specially charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

Subject to the provisions of Section 292 of the Act to secure the fulfillment of any contracts or engagements entered into by the Company by mortgage or change of all or any of the property of the Company and its unpaid capital for the time being or in such other manner as they think fit.

To appoint any person or persons whether incorporated or not be accept and hold in trust for the Company any property belonging to the Company or in which it is interested or for any other purposes, and execute do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of such trustee or trustees.

To institute, conduct, defend compound or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also compound and allow time for payment or satisfaction or any claims of demand by or against the Company.

To refer any claims by or against the Company to arbitration and observe and perform the awards.

To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company.

To determine who shall be entitled to sign on the Company’s behalf bills notes, receipts, acceptance, endorsement, cheques, dividends, warrants release contracts and other documents.

Subject to the provision of Section 292 of the Act to invest in the Reserve Bank of India or in such securities as may be approved by the Governor and deal with any of the moneys of Company upon such investments authorized by the memorandum of Association of the Company not being shares in the Company and in such manner as they think fit from time to time vary realize such investments.

To execute in the name and on behalf of the company in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property (present and future) as they think fit and any such mortgage may contain a power of sale and such other power convenient and provisions as shall be agreed on.

Subject to the approval of the Governor, to give any person employed by the Company a Commission of the profits of any particular business transaction, or a share in the general profits of the Company, and such Commission or share of profit shall be treated as part of the working expenses of the Company.

(14) (a) To give, award or allow any bonus, pension, gratuity or compensation to any employees of the Company or his widow, children or dependants that may appear to the Directors just or proper whether such employees, his widow, children or dependants have not a legal claim upon the Company.

(b) Before declaring any dividend and subject to the approval of the Governor to set aside such portion the profit of the Company as they think fit, to form a fund to provide for such pensions, gratuities or Compensation or to create any provident or benefit fund in such a manner as the Directors may deem fit.

To subscribe or otherwise to assist to guarantee money to charitable, benevolent, religious, scientific, national, public and any other institutions or objects, or for any exhibition.

(16) (a) To create such posts, to appoint and at their discretion, remove or suspend such Managers, Secretaries, Officers, Clerks, Agents and servants for permanent, temporary, or special services as they may from time to time think fit, and to determine their powers and duties and to fix their salaries or emoluments and to require securities in such instances and to such amounts as they think fit.

Provided that no post the maximum pay of which is more than Rs. 1800/- per mensem shall be created and no appointment thereto shall be made without prior approval of the Governor.

(b) To appoint retired Government servant or suitable outsiders of good competence up to a salary of Rs. 1800/- (inclusive of pension in the case of retired Government servants) provided that prior approval of the Governor shall be obtained if the salary exceeds to Rs. 1800/-.

(17) From time to time and at any time to appoint any person to be the attorney or agent of the Company with such powers including attorney or agent of the Company with such powers including powers to sub delegate and upon such terms as may be thought fit.

(18) Subject to the approval of the Governor, to execute mortgage and charge on its properties.

(19) (a) To enter into all such negotiations and contracts and rescind and vary all such contract and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.

(b) Subject to the approval of the Governor to form subsidiary Company or Companies, to appoint advisers, consultants or otherwise or to collaborate with any Company, association or concerns for the benefit and interest of the Corporation.

(20) Notwithstanding anything contained in these Articles and/or in the Regulations contained in Table ‘A’ in Schedule I of the Act, wherever applicable:

The Board of Directors shall nor without consultation with IDBI entitled to exercise (i) the powers to issue bonds and debentures (ii) the powers to borrow money from the State Government and (iii) the powers to make any rules or regulations.

Provided that except with the previous approval of IDBI, the Board of Directors shall not –

borrow money from the Reserve Bank of India;

borrow money from any financial institutions notified in this behalf by the Central/State Government;

accept deposits from any local authorities or any other persons;

retain the stocks, shares, bonds or debentures acquired by the Company in fulfillment of its underwriting liabilities beyond a period of 7 years from the date of such acquisition.

incur contingent liabilities in the form of guarantees, underwriting obligations and transfer instruments at thrice the paid up capital and Reserve Fund; and

extend the area of its operation to the territories adjoining the State in which its registered office is situated.

Note : The overall limits of the borrowings by SIDC concerned will determined the provisions Section 293 (i) (d) of the Companies Act, 1956 and the resolution passed at Annual General Meeting.

Subject to the provision of the Act, the Managing Director who shall be a whole time employee of the Company, may be authorized to exercise such powers and discretion in relation to the affairs of the Company as are specifically delegated to him by the Board.

The Chairman shall reserve for the approval of the Governor any proposal or decisions of the Board of Directors in respect of any of the following matters namely :-

Sale, lease or disposal otherwise of the whole substantially the whole of the undertaking of the Company.

Winding up of the Companies.

Division of capital into different classes of shares.

The promotion of Companies.

Entering into partnership and/or arrangement for sharing profits.

(i) Formation of Subsidiary.

(ii) Taking or otherwise acquiring and holding share in any other Company.

The five year and annual plants of development and capital budget.

The annual revenue budget of the Company in case there is an element of deficit which is proposed to be met by obtaining funds from Government.

The agreement involving foreign collaborations proposed to entered into.

Purchase and contact of major nature involving substantial capital outlay which are in excess of powers vested in the Corporation.

Any other matter which in the opinion of the Chairman be of such importance as to be reserved for the approval of the Governor as aforesaid until approval of the same has been obtained.

The seal of the Company shall not be affixed to any instrument except by the authority of resolution of the Board of Directors and except in the presence of at least one Director or of such other person as the Company or the Board of Directors may appoint for the purpose and any such Director or other authorized person as aforesaid shall sign every instruments to which the seal of the Company is so affixed in his presence.

Subject to such direction as from time to time, issued by the Government in this behalf the Directors may, before recommending any dividend set apart out of the profits of the Company such sums as they think proper as a reserve fund to meet contingencies or for equalizing dividend or for repairing, improving and maintaining any of the property of the Company, and for such other purposes as the Directors shall in their absolute discretion think conducive to the interest of the Company, and may invest the several sums so set apart in such investments, other than share of the Company as they may think fit and may from time to time deal with and vary such investment and dispose of all or any part thereof for the benefit of the Company, and may divide the reserve funds or any part thereof in the business of the Company and that without being bound to keep the same separate from the other assets.

The Company in general meeting may upon the recommendation of the Board resolve to capitalize any part of the amount for the time being standing to the credit of any of the Company reserve accounts or to the credit of the profit and loss account or otherwise available for distribution.

The profits of the Company available for payment of dividends subject to any special rights relating thereto created or authorized to be created by those present and subject to Section 93 of the Act and subject to the provisions of those present as to the reserve fund shall, with the approval of the Governor, be divisible among the members in proportion to the amount of capital held by them respectively.

Where capital is paid up in any shares in advance of calls upon the footing that the same shall carry interest, such capital shall not, whilst carrying interest, confer a right to participate in profits.

The Company in general meeting may declare a dividend to be paid to the members according to their rights and interests in the capital and may fix the time for payment, but no dividend shall exceed the amount recommended by the Directors.

No dividend shall be payable, otherwise than out of the profits of the year or other period of any other undistributed profits of the Company and no dividend shall carry interest as against the Company.

The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.

The Directors may from time to time pay to the members such interim dividends as in their judgment the position of the Company justified.

The Directors may retain the dividends payable upon shares in respect of which any person is under the transmission clause (Article 22) entitled to become a member or which any person under that clause is entitled to transfer until such person shall become a member in respect of such shares or shall duly transfer the same.

The Directors may retain any dividends on which a Company has a lien, and may apply the same in or towards a satisfaction of the debts, liabilities of engagement in respect of which lien exists.

A transfer of share shall not pass the right to any dividend declared thereon after such transfer and before the registration of the transfer.

Unless otherwise directed, any dividend may be paid by Cheque or warrant sent through the post to the registered address of the member or person entitled or incase of joint holders to that one of them first named in the register in respect of the joint holding. Every such cheque shall be made payable to the order of the persons to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant lost in transmission or for any dividend lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by other means.

Notice of the declaration of any dividend, whether interim or otherwise, shall be given to the holders of registered shares.

All dividends unclaimed for one year after having been declared may be invested or otherwise made use of the Directors for the benefit of the Company until claimed, and dividends unclaimed for three years after having been declared may be forfeited by the Directors for the benefit of the Company, and if the Directors think fit, they may be applied in augmentation of the reserve fund.

Any general meeting declaring a dividend make a call on the members of such amount as the meeting fixes, but the call on each members shall not exceed the dividends payable to him and if the call be made at the same time as the declaration of the dividend the dividend may, if so arranged between the company and the members be set off against the call. The making of a call under his article shall be deemed ordinary business of an ordinary general meeting which declares a dividend.

Any general meeting declaring may resolve that such dividends be paid wholly or in part, in any manner otherwise than in cash and in particular, without prejudice to the generality of foregoing, by distribution of specific assets or property of the Company, paid up shares debentures, debenture stock, bonds or other obligations of the Company, or in any one or more such ways. The Directors shall give effect to such directions. Anywhere any difficulty arises in regard to the distribution they may settle the same as they think expedient and in particular may issue fractional certificate and may determine that cash payment shall be made to any members, upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specified assets, shares, debenture stock, bonds or other obligation of the Company, in trustees upon such term for the persons entitled to the dividend as may seem expedient to the directors. Where requisite the Director shall comply with Section 75 of the Act and the Directors may appoint any contract thereby required on behalf of the person entitled to the dividend and such appointment shall be effective.

It shall be open for the company with prior approval of IDBI, to credit the dividend accruing and payable to IDBI and the State Government to a special Reserve Fund to which only the IDBI and the State Government concerned shall have any claim in the event of winning up liquidation of the Company, and the amounts in the special Reserve Funds may be utilized by the Company only for such purposes as are approved by the State Government and the IDBI.

ACCOUNTS

The Board of Directors shall cause to be kept proper books of account with respect to :-

All sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure takes place;

All sales and purchase of goods by the Company; and

The assets, credits and liabilities of the Company.

The books of accounts shall be kept at the Registered Office of the Company or at such other place as the Directors shall think fit and shall be open to inspection by the Directors during business hours.

The Directors shall, from time to time determine whether and to what extend and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members (not being Directors) and no member (not being Directors) shall have any right of inspecting any account or book of document of the Company except as conferred by law or authorized by the Directors or by the Company in general meeting.

The Directors shall prepare and lay the balance sheet before Company in accordance with Section 210 of the Act.

The Directors shall make out accordance with Section 217 of the Act and attach to every balance sheet a report with respect to the state of the Company’s affairs; the amount if any, which they recommended should be paid by way of dividend and the amount, if any, which they propose to carry to the Reserve Fund, General Reserve or Reserve Account to be shown specially in a balance sheet. The report shall be signed by the Chairman of the Board of Directors on behalf of the Directors if authorized in that behalf by the Directors and when he is not so authorized shall be signed by such member of Directors as are required to sign the balance sheet and the profit and loss account of the Company by virtue of Sub-section (1) and (2) of Section 215 of the Act.

The profit and loss account shall in addition to the matters referred to in section 211 or the Act show, arranged under the most convenient heads the amount of gross income, distinguishing the several sources from which it has been derived and the amount of gross expenditures distinguishing the expenses, of the establishment, salaries and other like matters. Every item expenditures fairly chargeable against the year’s income shall be brought into accounts, so that a just balance of profit and loss may be laid before the meeting and in cases where any item of expenditure which may, in fairness, be distributed over several years has been incurred in any one year, the whole amount of such items shall be stated, with addition of the reasons why only a portion of such expenditure is charges against the income of the year.

The Company shall send a copy of such balance sheet (including profit & loss account, the auditor’s report and every other document required by law to be annexed or appended to the balance sheet) to the registered address of every member of the Company at least 21 days before the meeting in which it is to be laid before the members of the Company and shall deposit a copy at the Registered Office of the Company for the inspection of members of the Company during a period at least four days before that meeting.

With regard to the accounts of the Company the Directors shall comply with the provisions of Section 210, 211, 214, 216 and 219 of the Act or any statutory modification thereof for the time being.

Once at least in every financial year the accounts of the Company shall be examined and correctness of the profit and loss account and the balance sheet ascertained by one or more Auditors as provided in the Act.

I regard to the appointment of auditors and allied matters the provisions contained in Section 619 of the Act, shall apply.

The Comptroller and auditor General of India, shall have the power

To direct the manner in which the Company’s accounts shall be audited by the auditor/auditors appointed in pursuance of Sub clause (a) hereof and to give such auditor/auditors instructions in regard to any matter relating to performance of his/their function as such.

To conduct a supplementary or test audit of the Company’s accounts by such persons as he may authorize in this behalf, and for the purpose of such audit to have access, at all reasonable times, to al accounts, Account Books, Vouchers Documents and other papers of the Company and to require information to furnish to any person or persons to authorized , on such matters, by such person and in such form, as the Comptroller and Auditor General may by general or special order direct.

The auditor/auditors aforesaid shall submit a copy of his/their audit report to the Comptroller and Auditor General of India who shall have the right to comment upon or supplement the audit report in such manner as he may think fit.

Any such comment upon or supplement to the audit report shall be placed before the annual general meeting of the Company at the same time and in the same manner as the Audit report.

The Auditors of the Company shall be entitled to receive notice of any to attend any general meeting of the Company at which any accounts which have been examined or reported on by them are to be laid before the Company and may make any statement of explanation they desire with respect to the accounts.

It shall be open for the State Government to issue instructions to the Company on questions of policy in Consultant with and after obtaining the advice of the IDBI.

RIGHT OF THE GOVERNOR :

Notwithstanding anything contained in any of these Articles, the Governor may, from time to time issue such directives or instruction as he may consider necessary in regard to the conduct of the business of the Company or Directors thereof and in the manner may vary or annual such directives. The Directors shall give immediate effect to the directives so issued.

Notice

A notice may be given by the Company to any member either personally or by sending it by post to him to his registered address of (if he has no registered address) to the address, if any, supplied by him to the Company for the giving of notice to him.

A notice may be given by the Company to the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in a prepaid letter addressed to them by name or by the title of representatives of the deceased or assignee of the involvement or by any like description at the address (if any) supplied for the purpose by the person claiming to be so entitled or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred.

Notice of every general meeting shall be given in the same manner hereinafter authorized to (a) every member of the Company, except those members who having registered address have not supplied to the Company and address for the giving of notice to them and also to (b) every person entitled to a share in consequence of the death of the member who, but for his death would be entitled to receive notice of the meetings, provided the same is within the knowledge of the Company.

Every person who by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which previously to his name and address and title to the share being notified to and registered by the Company, shall have been duly given to the person from whom he derives his title to such shares.

The signature to any notice to be given by the Company may be written, printed or lithographed.

Where a given number of day’s notice or notices extending over any other period, is required to be given the day of service shall, unless it is otherwise provided, be counted in such number of days or other period.

WINDING UP

If the Company, shall be wound up, and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so, that as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up at the commencement of the winding up on the share held by them respectively. If in a winding up, the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up or paid up or which ought to have been paid up on the shares held by them respectively. But this clause is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

SECRECY CLAUSE

No member shall be entitled to require disclosure of or any information respecting any detail of the Company’s trading or any matter which may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors will be inexpedient in the interest of the members of the Company to communicate to public.

INDEMNITY AND RESPONSIBILITY :

Subject to the provisions of the Section 201 of the Act every Director, Manger, Secretary and other officer or employee of the Company shall be indemnified by the Company against, and it shall be the duty of the Director to pay out of the funds of the Company all cost, losses, damages and expenses which any officer or employees incur or become liable to by reason of any contract entered into or thing done by him as such Director, Manager, Secretary or other officer or employees or in any way in the discharge of his duties including travelling expenses and in particular and so as not to limit the generality of the foregoing provisions against all liabilities incurred by him as such Director, Manager, Secretary or other officer or employees in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he acquitted or in connection with and application under Section 733 of the Act in which relief is granted by the court.

Subject to the provision of the Act no Director or other officer of the company shall be liable of the acts, receipt, neglects or defaults or any other act of conformity, or for any loss or expenses happening to the company through the insufficiency or deficiency or any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from bankrupt, insolvency or tortuous act of any person with whom any money, securities or effects shall be deposited for any loss occasioned by an error of judgment or oversight on his part, or for any other loss damage or misfortune whatever, which shall happen in the execution of the duties of his officer or in relation thereto unless the same happens through his own negligence, default, breach of duty or breach of trust.

Shri Ranjeet Jee Jachuck, one of the proposed Directors of the Corporation, is nominated to be the first Director of the Corporation for the purpose of filling the various forms required in connection with the Registration of the Company before the Registrar of Companies.

Expression in the Act bear the same meaning in Articles Table ‘A’ not to apply.

Company to be governed by these Articles.

Company to be a private Company.

Copies of Memorandum & Articles of Association to be furnished by Directors.

Capital.

Register of members.

Register of members open to inspection.

The Company to send extract of Register etc.

Allotment of shares

Company’s share not to be purchased.

IDBI to have the right to inspect and prescribe records and to issue guidelines

Certificate of shares

Issue of new share certificate in place of one defaced, lost or destroyed.

Calls

If a call or installment not paid notice must be given.

Form of Notice

In default of Payment shares to be forfeited.

Entry of forfeiture in register of members.

Forfeited share may be sold, etc.

Power to annual forfeiture.

Shareholders till liable to pay money owing at time of forfeiture & interest.

Declaration of forfeiture.

Provision regarding forfeiture to apply in the case of non-payment of sums payable at a fixed time.

Register of transfer

Form of transfer.

Execution of transfer.

Right of transfer of shares.

Custody of instrument of transfer.

Power to increase capital

On what conditions new shares may be issued

New share to be offered to members.

How for new shares to rank with shares in original capital.

Reduction of capital.

Consolidation division and sub-division of shares.

Power to modify.

Power to borrow

Condition on which money may be borrowed.

Securities may be made assignable free from equities.

Issue of debentures, etc. at discount or with special privileges.

Indemnity may be given

General Meeting

Annual Summary

Board may call ordinary meeting.

When extra ordinary meeting to be called.

Notice of Meeting

Omission to given notice.

Quorum.

Business of ordinary meeting.

Right of Governor to appoint any person as his representative.

Chairman of general meeting.

When if Quorum not present meeting to be dissolved and when to be adjourned.

Power to adjourn general meeting.

When is to be evidence of the passing of a resolution where poll not demanded.

By whom poll may be demanded.

How question to be decided at meeting

In what cases poll taken without adjournment.

Business may proceed notwithstanding demand for poll.

Chairman’s decision conclusive

Votes.

No voting of proxy on show of hands.

Instrument appointing proxy to be in writing.

Deposit of instrument of appointment at Office.

Form of proxy.

When vote by proxy valid thought authority revoked and validity of vote.

Time for objection to votes.

No. of Directors.

Appointment of Chairman, Managing Director and other Directors.

Removal of Directors.

Alternative Directors.

Meeting of Directors and quorum.

Director may Summon meeting how question to be decided.

Who is to preside at meeting of the Board.

Power of Quorum.

Delegation of Powers to Committees.

Chairman of meeting of Committees.

Resolution without Board meeting valid.

When Act of Director or Committee valid notwithstanding defective appointment etc.

Directors to cause minutes to be make in books.

General power of company Vested in Directors.

To make by-laws

To acquire Property

To undertake and execute works of capital nature.

To pay property in debentures etc.

To secure contracts by mortgage.

To appoint trustees.

To bring and defend action, etc.

To refer to arbitration.

To give receipts.

To authorize acceptance, etc.

To invest money

To give security by way of indemnity.

To give percentage.

To give bonus.

To create provident fund.

To subscribe charitable and other funds.

To appoint officer, etc

To appoint attorney.

To execute mortgage.

To make contracts etc.

Company to consult IDBI on matter of policy involving finance.

Powers of Managing Director.

Powers of Chairman.

Seal

Capitalisation of Profits.

Dividends

Capital paid up in advance at interest not to earn dividends

Declaration of dividend.

Dividend out of profits only and not to carry interest.

When to be deemed net profit.

Interim dividend

Retention in certain Cases.

Debts may be deducted.

Effect of transfer.

Dividend to Share holders.

Notice of dividends.

Unclaimed dividend

Dividend and call together.

Dividend or bonus payable wholly or partly in specific assets.

Account to be kept.

Inspection of Accounts Books.

Inspection by members.

Annual accounts and Balance sheet.

Contents of profit and loss accounts.

Balance sheet and profit and loss account to be sent to members.

Accounts to be audited annually.

Appointment of auditors

Power of the Comptroller and Auditor General.

Report by the Comptroller.

and Auditor General to be placed before ordinary meeting

Auditor’s right to attend meeting

Governor to 103 issue directives.

Notice

Notice on persons acquiring shares on death or insolvency of members.

Person entitle to notice of general Meeting.

Transferees, etc. bond by prior notice.

Notice by Company and Signature thereto.

How time to be counted.

Distribution of assets.

Secrecy Clause

Director’s and other right to indemnity.

Individual responsibility of Director.

Name, Designation and Address of Subscriber

No. of Equity shares taken

Signature of Subscriber

Governor of Mizoram (Represented by Chief Secretary)

Governor of Mizoram (Represented by Development Commissioner)

Governor of Mizoram (Represented by Finance Secretary)

Governor of Mizoram (Represented by Secretary, Industries Department)

Governor of Mizoram (Represented by Director of Industries)

Governor of Mizoram (Represented by Managing Director)

Industrial Development Bank of India

205,095

1 (one)

Sd/-

Memorandum

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