corporate either under its common seal or under the hand of its officer or attorney duly authorized in writing by it. Any person
whether or not he is a Member of the Company may be appointed as a proxy.

The instrument appointing a proxy and power of attorney or other authority (if any) under which it is signed or a notarized copy
of that power or authority must be deposited at the Office of the Company not less than forty eight (48) hours prior to the time
fixed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in case
of a poll, not less than twenty four (24) hours before the time appointed for the taking of the poll, and in default the instrument
of proxy shall not be treated as valid.

Dividend

Company in General Meeting may Declare Dividend

The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.
Interim Dividends

Subject to the provisions of the Act, the Board may from time to time pay to the members such interim dividends of such
amount on such class of shares and at such times as it may think fit and as appear to it to be justified by the profits of the
company.

Dividends to be Apportioned

All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any
portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it
shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

Dividends not to bear interest
No dividends shall bear interest against the Company.
Right to Dividend and Unpaid or Unclaimed Dividend

(a) Where capital is paid in advance of calls, such capital, whilst carrying interest, shall not confer a right to dividend or
to participate in the profits.

(b) Where the Company has declared a dividend but which has not been paid or claimed within thirty (30) days from the
date of declaration, the Company shall within seven (7) days from the date of expiry of the said period of thirty (30)
days, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of thirty (30)
days, to a special account to be opened by the Company in that behalf in any scheduled bank to be called “Unpaid
Dividend Account of India Pesticides Limited”.

(co) Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a
period of seven (7) years from the date of such transfer, shall be transferred by the Company to the fund known as
Investor Education and Protection Fund established under the Act.

(d) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by law.
(e) All other provisions under the Act will be complied with in relation to the unpaid or unclaimed dividend.
Winding Up

Subject to the applicable provisions of the Act~

(a) If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company and
any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the
assets of the Company, whether they shall consist of property of the same kind or not.

(b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as between the Members or different classes of
Members.

(©) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the

benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares
or other securities whereon there is any liability.

(d) Any person who is or has been a Director or manager, whose liability is unlimited under the Act, shall, in addition to
his liability, if any, to contribute as an ordinary member, be liable to make a further contribution as if he were at the
commencement of winding up, a member of an unlimited company, in accordance with the provisions of the Act.

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