THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
Of
COOLBERG BEVERAGES PRIVATE LIMITED
I. The name of the company is COOLBERG BEVERAGES PRIVATE LIMITED.
II. The registered office of the company will be situated in the State of MAHARASHTRA.
III. (a) The objects to be pursued by the company on its incorporation are:—

1. To carry on business in India and abroad of manufacturing, preserving, reigning,

packing, bottling, prepare, manipulate, treat, market, import, export, improve,
produce, process, prepare, buy, sell, deal in and carry on the manufacturing and
trading of NON ALCOHOLIC BEVERAGES.
2. To carry on business in India and abroad of manufacturing, preserving, reigning,
packing, bottling, prepare, manipulate, treat, market, import, export, improve,
produce, process, prepare, buy, sell, deal in and carry on the manufacturing and
trading in foods and beverages like jams, jelly’s, pickles, cider, chutney, marmalades,
mayonnaise, mustard, desserts, coffee, tea, flavours, condiments, pancakes,
doughnuts, vinegar’s ketchup, sauces, juices, squashes, syrups, soups, powder (
eatable ), carbonated and non-carbonated, gelatines, essences, ice- creams, dairy
products, meat, sausages, pottend meat and other meat products, marine and sea
food products, table delicacies, fast food, frozen foods and other eatables, bakery
products and confectionery items such as breads, biscuits, sweets, roti, pizza, papad,
cakes, pastries, cookies, wafers, candoles, lemon drops, chocolates, chewing gums,
toffee, lozenges, tinned, canned, bottled products, milk cream, butter, butter scotch,
sauce, ghee, cheese. Condensed milk, milk powder, skimmed milk food, baby food,
infant foods, milk products and milk preparation, soya milk products and
preparations, soyabean based foods, protein foods, dietic products, health foods,
cereal products , wheat cakes, poultry products , farm products, milk shakes, water
ice products, yoghurt, mouth freshner, carbon dioxide for beverages.
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 3. To carry on the business of manufacturers and merchants and dealers and
distributors of canned food, packed food, squashes, aerated water, mineral water,
syrups, soft drinks, fruit drinks, milk and milk products and beverages of every
description.
4. To carry on business as brewers distillers and manufacturers of and merchants and
dealers of squashes, syrups, aerated water and of casks, bottles and other
receptacles for the same, and of malt, hops, grains, meal, yeast and all other material
and things capable of being used in connection with any such manufacture of
business.
5. To bottle and sell and distribute sterilized flavoured milk and to bottle and sell and
distribute the beverages and to produce, store, purchase, sell, import, export and
otherwise deal in flavoured milk and beverages.
6. To carry on the business as producers of and dealers in food stuffs and good
products of every description whether for human animal or poultry consumption, fish,
milk, butter, cream, cheese, oil, fruits, vegetables, confectionery, sweet-meats, sugar,
jams, jellies, pickles, drinks, beverages or as distillers and masters in all its branches.
7. To make and manufacture curry powders, pickles, jams, jellies, essences and all
kinds of food provisions and to market all such products, to carry on the business of
manufacture and supply of cans, boxes, cartons, paper and other bags and packing
receptacles generally, bottles, canners, packers and providers of all kinds of goods
products or wares.

(b) Matters which are necessary for furtherance of the objects specified in clauseIII(a)
are:—
1. To acquire and undertake the whole or any part of the undertaking or business
(whether as a going concern or not), property, assets, liabilities or any other tangible or
intangible matter or things having value of any kind, of any person, firms or Company
or body corporate carrying on any business which the Company is authorized to carry
on or be possessed of any property suitable for the purpose of this Company in
relation to main object.

2. To apply for, purchase or otherwise acquire, own, give or take on hire or in any other
manner possess or part with, any brands, patent, patent right, copyright, trademarks,
formulae, license, concessions, conferring any exclusive or limited right to use, or any
secret or other information as to any invention which may seem capable of being used
for any of the purpose of the company and to use, exercise, develop or grant licenses
in respect of or otherwise turn to account the property, rights, or information so
acquired in relation to main object.

3. To adopt pre-incorporation contracts entered into by the promoters with any person on
behalf of the Company by way of ratification or substitution, to pay the consideration
agreed in such contracts and to remunerate any person or Company for service
rendered or to be rendered to the Company for the formation or promotion of the
Company or for the acquisition of any property, license, letter of intent, allotment, know
how or similar thing by the Company and to pay the Company all the costs, charges or
expenses of and incidental to the promotion, formation, registration and establishment
of the Company and the issue of its capital. To issue or allot fully or partly paid shares
or other securities in/of the capital of the Company in full payment or part payment of
any movable or immovable property purchased or otherwise, acquired by the Company
or any services rendered to the Company, and generally to raise funds for the business
of the Company or any capital expenditure or project or working capital requirement, by
way of issue of shares, debentures or any other type of securities, whether secured or

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 not, whether to public through offer document or on private placement basis, or other
wise and whether in India or abroad in relation to main object.

4. To merge, amalgamate, take over or enter into any arrangement for sharing of profits,
union of interest, co-operation, reciprocal concession, lease, and license or otherwise
with any person or company carrying on transaction which the company is authorised
to carry on or engage in in relation to main object.

5. To purchase or import, take on lease or in exchange, hire or otherwise acquire in any

manner, any movable or immovable property and any rights or privileges, which the
Company may think necessary or convenient for the purpose of its business and in
particular any land, buildings, easements, machinery, plant and stock-in-trade in
relation to main object.

6. To enter into any arrangement with any Government or other authority, whether
municipal, local or otherwise, or any person, whether natural or judicial, that may seem
conducive to the company's objects or any of them and to obtain from any such
Government or authority or person, any rights, privileges and concessions which the
Company may think fit desirable to obtain; and to carry out, enjoy, exercise and comply
with any such arrangements, rights, privileges and concessions in relation to main
object.

7. To establish or support or aid in the establishment and support of associations,

institutions, funds, trusts, and conveniences for the benefit of past or present
employees or Directors or other persons directly or indirectly connected with the
business of the Company, or the dependents of such persons; and to grant pension,
allowances or any other assistance, to make payment towards insurance; to subscribe
or guarantee money for charitable or benevolent objects or useful objects for general
public in relation to main object.

8. To lend and advance money or give credit to any person or any Company; or to give
guarantee or indemnify for the payment of money of the performance of contracts or
obligations by any person; to secure or undertake in any way the repayment of money
lent or advanced to, or the liabilities incurred by any person. However, the Company
shall not carry on any business of banking as defined by the law regulating banking
operations in India in relation to main object.

9. To sell or dispose off, to improve, manage, develop or exchange the undertaking,

property or rights of the company or any part thereof for such consideration as the
company may think fit in relation to main object.

10. To use such means of making known and advertising the business of the Company as
may be expedient in relation to main object.

11. To establish or support associations, institutions, schools, hospitals, guest houses,

clubs, funds, and trusts which may be considered beneficial to any employees or ex-
employees and to officers and ex-officers of the company or the dependents of any
such person in relation to main object.

12. To refer all questions, disputes or differences arising between the Company and any
other person in connection with or in respect of any matter relating to the business or
affairs of the Company to Arbitration in such manner and upon such terms as the
Company and such other person may mutually agree upon in each case and such
reference to Arbitration may be in accordance with the provisions of the law relating to
Arbitration as may be prevailing in India

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 then; or the international rules & regulation relating to Arbitration prevailing in such
place where the dispute under consideration is to be referred for arbitration; and to
institute legal proceedings or defend any proceedings and to appoint Advocates,
Consultants, Experts or Advisors in this behalf in relation to main object.

13. To create any depreciation, depreciation fund, reserve, reserve fund, sinking fund, or
any special or other fund whether for repayment of redeemable preference shares,
redemption of debentures or debenture stock, for dividends, for equalizing dividends,
for repairing, improving, extending and maintaining any part of the property of the
Company, or otherwise in relation to main object.

14. To open and operate any type of bank accounts with Banks and obtain credit facilities,
working capital facilities, or any other facilities required from the Bank for the business
or purposes of the Company, with or without securities for its business and to pay
money into and draw money from such accounts in relation to main object.

15. To train or pay for training in India or abroad of any of Company's employees /
persons in the interest of or furtherance of the Company's objects; or to send any
employees / persons anywhere in India or abroad to perform or accomplish any
assignments or activities in connection with carrying out of any of the objects of the
Company, whether on or at the client's site or any other place or site as may be
indicated/directed by the client in relation to main object.

16. To undertake and execute any trusts for the benefit of employees and also to
undertake and execute the offices of Executor of the will of any deceased person,
administrator of any deceased persons, trustees for debenture holders or debenture
stockholders of any company and to appoint trustees to hold securities on behalf of the
Company in relation to main object.

17. To provide for the welfare of the employees or ex-employees and Directors of the
Company and wives, widows and families or the dependents of such persons by grant
of money, pension, allowance, bonus or their payment or by creating and from time to
time subscribing or contributing to provident funds and other associations, institutions,
trusts and by providing or subscribing towards medical or other attendance and other
assistance as the Company shall think fit and to subscribe or to contribute or otherwise
assist to charitable benevolent,
national and /or other institutions or objects and to train or pay for the training in India
or abroad of any of the Company's officers, employees or any candidate in the interest
of or for furtherance of the Company's in relation to main object.

18. To obtain any order of the Government or Act of legislature, statue, order, regulation
and other authorization and enactments, which the Company thinks as desirable and
useful for attainment of objects of the Company and /or are otherwise advantageous to
the Company and for enabling the Company to carry on any of its objects into effect or
for effecting any modification of Company's constitution and to oppose any bills,
applications, proceedings, enactments, and regulations in relation to main object.

19. To employ or appoint on hire, professionals, experts, or consultants to investigate and

examine into the condition, management, prospects, value, character and
circumstances of any assets, property or rights of the company; or for obtaining quality
certification, assisting in framing business practices, increasing employee productivity,
restructuring & re-Organization
of the company, forming human resource policies, advising in financial, legal & any
other matters, which are related to the business of the company, or for enhancing the
business of the company in relation to main object of company.

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20. To carry on in India or abroad the business to manufacture, develop, import, export,
buy, sell, distribute, transfer, lease, hire, license, use, dispose-off, operate, fabricate,
construct, assemble, record, maintain, repair, recondition, work, alter, convert, improve,
Procure, install, modify and to act as consultant, agent, broker, franchiser, job worker,
representative, advisor, or otherwise, to deal in all kinds of electronic and electrical
apparatuses, software, equipment’s, gadgets, peripherals, modulus, auxiliary,
instruments, tools, plants, machines, works, systems, conveniences, spares parts,
accessories, devices, components, fixtures of different capacities, sizes, specifications,
applications, descriptions and models may be used or in the field of space aviation’s,
surface water and air transports, railways, defense, medical, engineering, industries,
constructions, mining, powers, traffics, offices, police, communications, trade,
commerce, weather, satellites, research, hospitals, hotels, advertisings, education,
decoration, automobiles, geographical recreational, domestic and other purposes such
as general purpose and process control, information and word processing equipment’s,
copying machines, electronic telephone exchange, typewriters, video games, signals or
other similar items present or future in relation to main object.

IV. The liability of the member(s) is limited and this liability is limited to the amount
unpaid, if any, on the shares held by them.

V. The Authorised share capital of the company is 5,00,000/- (Rupees Five Lakh),
divided
into 50,000 (Fifty Thousand) shares of 10/- (Rupees Ten) each.