1.

In these regulations --

(a) "Company" means KALCORP (OPC) PRIVATE LIMITED

(b) "Office" means the Registered Office of the Company.

(c) "Act" means the Companies Act, 2013 and any statutory modification thereof.

(d) "Seal" means the Common Seal of the Company.

(e) Director: means a director appointed to the Board of a company;.

2. Unless the context otherwise requires, words or expressions contained in these regulations shall
bear the same meaning as in the Act or any statutory modification thereof in force at the date at
which these regulations become binding on the company.

ONE PERSON COMPANY

3. The Company is a One Person Company within the meaning of Section 2(62) of the Companies
Act,

2013, and accordingly:-

(i) only a natural person can be member

(i) limits the numbers of members to one;

(ii) mandates to have a nominee who shall be a natural person and who shall act on behalf of the
member after

PRIVATE COMPANY

4. The Company is a Private Company within the meaning of Section 2(68) of the Companies Act,
2013 and accordingly:-

(i) restricts the right to transfer its shares;

(ii) limits the number of its members to two hundred:

Provide that where two or more persons hold one or more shares in a company jointly, they shall,
for the purposes of this clause, be treated as a single member:

Provided further that-

(a) persons who are in the employment of the company; and

(b) persons who, having been formerly in the employment of the company, were members of the
company while in the employment and have continued to be members after the employment
ceased, shall not be included in the number of members; and

(iii) Prohibits any invitation to the public to subscribe for any securities of the company;

In these regulations –
Share capital and variation of rights

Clause 3:
(i) Shares may be registered in the name of any minor through a guardian only as fully paid shares.

(ii) The Directors may allot and issue shares in the Capital of the Company as partly or fully paid up in
consideration of any property sold or goods transferred or machinery supplied or for services
rendered to the Company in the conduct of its business.

(iii) Subject to the provisions of section 63 of the Companies Act, 2013, the Company in general
meeting may decide to issue fully paid up bonus share to the members if so recommended by the
Board of Directors.

Remove Clause 7 & 8

Board of Directors
The number of the directors and the names of the first directors shall be determined in writing by
the subscribers of the memorandum or a majority of them.

Name of Director

Remove Clause 76

Others:

BORROWING POWERS

(i) Subject to section 73 to 76 and 179 of the Companies Act 2013, and Regulations made thereunder
and Directions issued by the RBI, the directors may, from time to time, raise or borrow any sums of
money for and on behalf of the Company from the member companies or banks or they may
themselves advance money to the company on such interest or no interest as may be approved by
the Directors, without security or on security.

(ii) The Directors may, from time to time, secure the payment of such money in such manner and
upon such terms and conditions in all respects as they deem fit and in particular by the issue of
bonds or debentures or by pledge, mortgage, charge or any other security on all or any properties of
the Company (both present and future) including its uncalled capital for the time being.
(iii) Any debenture, bonds, or other securities may be issued at premium or otherwise and with
special privileges as to redemption, surrender, drawing and allotment of shares of the Company and
otherwise.

ALTERATION TO MEMORANDUM

The Company shall have the power to alter the Memorandum of Association of the Company subject
to the provisions of Companies Act, 2013.

INSPECTION OF REGISTERS AND EXTRACTS THEREOF

(i)Copies of the registers maintained under section 88 or entries therein and annual return filed
under section 92 shall be furnished to any member, debenture-holder, other security holder
orbeneficial owner of the company or any other person on payment of rupees ten for each page and
such copy shall be supplied by the company within a period of seven days from the date of deposit
of fee to the company.

(ii) Any member shall be entitled to be furnished, within seven working days after he has made a
request in that behalf to the company, with a copy of any minutes of any general meeting, on
payment of ten rupees for each page or part of any page.

(iii) The extracts from the register maintained under sub-section (9) of section 186 of the Act may be
furnished to any member of the company on payment of ten rupees for each page.(iv) The company
shall provide extracts from register maintained under sub-section (1) of section 184 of the Act, to a
member of the company on his request, within seven days from the date on which such request is
made upon the payment of ten rupees per page

OPERATION OF BANK ACCOUNTS

The Directors shall have the power to open bank accounts, to sign cheques on behalf of the
Company and to operate all banking accounts of the Company and to receive payments, make
endorsements, draw and accept negotiable instruments, hundies and bills or may authorise any
other person or persons to exercise such powers.

AUDIT

The Auditor of the Company shall be appointed and the remuneration shall be fixed pursuant to the
provisions of Companies Act, 2013.