Memorandum of Association

[Pertaining to Section 18(6)]
(Incorporated under the Companies Act, 2006)
Memorandum of Association
of
Kumari Coffee Udhyog Private Limited
(Single Shareholder Company)

1. Name of the Company: The name of this Company shall be Kumari Coffee Udhyog Private Limited
2. Registered Office of the Company: The registered office of this Company shall be located at Nuwakot District, Kumari Development Committee, Ward no. 05.. The Company may open its branch office(s) contact offices, in any part of the country as it may be required, upon obtaining approval from the Office.
3. Definition: Unless otherwise required by subject or context, in these Articles:
a) ‘Act’ means the Companies Act, 2006.
b) ‘Office’ means the Office of the Company Registrar.
c) ‘Company’ means MW Adventure Pvt. Ltd.
4. Nature of business or Transaction of the Company: Business, trade relating to agriculture.
5. Objectives of the Company:

1) The objectives of the Company shall be as prescribed below:

a) To sell, distribute and cause to be sold, distributed within and abroad the cash crops like –tea, coffee, sugarcane, zinger, fruits, mushroom, flower and other agriculture production, making production, collection and refining.
b) To fulfill and cause to be fulfilled the growing demand of seasonal and non-seasonal vegetables.
c) To operate agriculture farm by developing and applying advanced technology suitable to Nepalese climate, topography, for agriculture production, buying land by company itself or taking on lease, or entering agreement with government, semi-government body or to the particular individual.
d) For the development of agriculture sector, and to conduct necessary study, research, experiment in agriculture sector, establishing laboratory, and research center and to prepare reports to the related field, to assist in national development.
e) To identify and preserve the disappearing herbs, to increase the production of herbs, refine and export it to abroad, following taking approval/permission if required to be obtained.
f) To produce seeds, samplings of vegetables and flowers.
g) To do and cause to be done individual and community cattle keeping business in different parts of country.
h) To sell and distribute the goods produced from tea and coffee industry, in national and foreign market by opening café , upon making cooperation with government and non –government organizations, and opening branch and sub –branch offices.
i) To sell and distribute and cause to be sold Allovera
j)) To do and cause to be done all kinds of farming, to collect these and similar types of hurbs, and producing through refining, to sell and distribute in domestic and foreign market.
k) To do seasonal and non-seasonal vegetables, fruits agriculture farming in a professional way, and put emphasis in organic farming, to sell and distribute product materials.
l) To export, import and cause to be exported the cattle based production and the production based on bee keeping , cattle keeping, goat keeping, fish keeping, pig, sheep, kurilo farming,
m) To sell and distribute the dairy production, by collecting milk.
n) To do seasonal and non-seasonal vegetables, fruits agriculture farming in a professional way, and put emphasis in organic farming, to sell and distribute product materials.
o) To manage and bring into integrated production system the fragmented lands.
p) To produce, sell and distribute the materials made from wood, by producing different types of wooden plants.
q) To sell and distribute milk, fish , meat eggs etc by establishing cold store, keeping different high quality livestock,
r) To produce Sajibani (life saving) hurbs including lodsalla.
s) To do seasonal and non-seasonal, winter and different types of vegetables crops farming by using advance technology.
t) To publish report conducting research in different subjects relating to agriculture, to operate laboratory, to participate in different types of seminars, meetings similes types of objectives of company, to be held in within the country , abroad, and to organized such types of programs.

2. The objectives laid down in sub clause (1) shall be executed only after obtaining approval from the concerned agencies, as the case may be.
3. A copy of approval as specified above shall be deposited to the Office within 15 days of obtainment of such approval.

6. Functions to be carried out for the accomplishment of objectives of the Company: This Company shall, for the realization of the objectives laid down in Clause 5, conduct the following activities:

(a) To purchase the required land, building, material, vehicles and other equipments required for the Company, or to take on rent.
(b) To appoint the required staff and to determine their terms of service.
(c) To open accounts in banks and finance companies, in the name of Company and run the same.
(d) To raise the amount needful for the Company, with or without security, from a bank or any financial institution.
(e) To buy shares and debentures in the name of Company and to sell the same.
(f) Other essential matters:

1. To acquire the buildings, warehouses, other movable and immovable assets in lease or surety, construct and maintain the same.
2. To insure the entire assets of Company including its machinery, and buildings against unprecedented losses or damages.
3. To open and maintain accounts in any of the financial institutions and banks of Nepal, in Company’s name, to deposit and draw sums, to issue bills of exchange, promissory notes, cheques, etc. to accept and grant payment, to open and accept letters of credit and perform the other needful functions.
4. To request offices of Government of Nepal for admitting entire types of concessions, facilities, to register designs and trademarks for the protection of Company’s commercial interests, to enjoy the corresponding rights and privileges.
5. To handle litigations on behalf of and against the Company, to defend, submit written replies, procure the related legal services and to safeguard the Company’s rights and interests.
6. To advertise and disseminate information among the masses in Nepal and abroad through various means of mass media so as to achieve the Company’s objectives and goals.
7. To sell and mortgage the lands in the name of Company.
8. To seal agreements as required, under the prevailing laws, for the achievement of Company’s objectives.

7. Structure of Capital of the Company: The structure of capital of the Company shall be as follows:

a) The authorized capital of the Company shall be Rs. 1,00,000, 00/ ( in words: Ten million only) The capital as such has been divided into 1,00,000 general shares each with a price of Rs.100.
b) The share capital to be immediately issued by the Company shall be Rs. 25,00,000.
c) The immediate paid-up capital of the Company pledged by the promoter shall be Rs. 50,00,000.

8. Payment of the Share Amount:

1) The Company may demand for the partial or full payment of the amount on behalf of shares.
2) The amount demanded as such by the Company shall have to be duly deposited by the shareholder.

9. Liability to be Limited: The liability of the shareholder pertaining to the transactions of the Company shall be limited to the maximum amount of shares purchased or pledged by such shareholder.
However, this condition shall not be applicable in the circumstance where the shareholder has entered into an agreement with a third party relating to personal guarantee and in the liability incurred to the Company according to that agreement.
10. Other Necessary Matters:

1. The expenditure incurred in the founding of the Company shall be borne by the Company itself.
2. In case the shareholder has provided any type of assets to the Company, other than cash, shares to the amount of such assets may be granted.
3. The Company shall accept any type of assets from the promoter or any other person during the time of its incorporation.
4. The promoter or any person may win any exclusive rights or privileges from the Company.
5. There is no restriction on the sales and transfer of Company’s shares.

11. In case of any additional arrangement as per the nature of Company, its elaboration: None.
12. As regards the Articles of Association: The Company may.
13. Condition for the Enforcement of Amendment to the Memorandum of Association: In case the Company is required to amend this Memorandum of Association, such amendment shall come into effect only upon a decision to that effect is reached by the shareholder, and after such proposal is documented by the Office.
14. The Memorandum of Association to be Void up to the Extent of Inconsistency: If this Memorandum of Association conflict with the Act and other prevailing laws, then such provisions shall be void, to the extent of such inconsistency.
15. The Number of Shares the Promoter(s) have Pledged to Subscribe Immediately: I, the promoter of Kumari Coffee Udhyog Pvt. Ltd. have pledged to incorporate and run the Company as per the prevailing Laws. The whole matters contained in this Memorandum of Association including my name, address, signature, number of shares that I have pledged to subscribe and matters relating to witness are true and correct. I have consented to bear entire liabilities to be created after the incorporation of the Company on the basis of the above stated matters. I further promise to bear punishment under the prevalent laws in case of finding the declaration to be false and accordingly I have made this announcement.

(Done on Thursday , the 21st day of April year 2016)

Draftsperson
Signature: Sd/-
Name: Advocate Gopi Bahadur Bhandari
Citizenship Certificate no: 11415
N.B.:

1) The seal of Office of the Company Registrar is affixed on each page of the document.
2) The Assistant Registrar has duly signed on each page of the document on the day of April 21, 2016.
3) The shareholder has signed at the beginning and end of each page of the document.