GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS. Central Registration Centre Certificate of Incorporation (1) of section 8 of the Companies Act, 2013 (18 of 2013) and Incorporation) Rules, 2014] [Pursuant to sub-section (2) of section 7 and sub-secti tule 18 of the Companie: Thereby certify that AGARWAL MINING PRIVATE LIMITED is incorporated on this Twenty first day of July Two thousand twenty under the Companies Act, 2013 (18 of 2013) and that the company is limited by shares, ‘The Corporate Identity Number of the company is U10100MP2020PTC051931. ‘The Permanent Account Number (PAN) of the company is AATCA7278G —* ‘The Tax Deduction and Collection Account Number (TAN) of the company isBPLAI2155D* Given under my hand at Manesar this Twenty first day of July Two thousand twenty Digital Signature Certificate Mr Parvinder Singh DEPUTY REGISTRAR OF COMPANIES For and on behalf of the Jurisdictional Registrar of Companies Registrar of Companies Central Registration Centre mer: This certificate only evidences incorporation of the company on the basis of documents and declarations of the applicant(s). This certificate is neither a license nor permission to conduct business or solicit deposits or funds from public. Permission of sector regulator is necessary wherever required. Registration status and other details of the company can be verified on www.mea,gov,in Mailing Address as per record available in Registrar of Companies offic AGARWAL MINING PRIVATE LIMITED 5, Yeshwant Niwas Road, Agarwal House 2nd Floor, Indore, Indore, Madhya Pradesh, India, 452003 “*as issued by the Income Tax Department Qcv[Pursuant to Schedule I (see sections 4 and 5) to ‘the Companies Act, 2013] FORM NO. INC-33 SPICE-+MOA (e-Memorandum of Association) Table applicable to company as notified under schedule | of the companies Act, 2013 [A ‘Table A- MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES 11, The Name of the Company is \GARWAL MINING PRIVATE LIMITED 2.The Registered office of the company will be situated inthe state of fuser | 3:(a)The objects to be pursued by the company on its incorporation are [Z2 Carry on mining of coal, ignite, extraction of peat in India and to scquire coal mine|s), by purchase, lease, iconse and the business of [Prospecting, exploring, operating and working on mine(8), quarts and to win, set, tush, smelt, manufacture, process, excavate, dig, break, acquire, evelop, exercise, tum to account, survey, produce, prepare, remove, undertake, barter, convert. fish, load, unisad, hand, transport, buy sl, impor, expor, supply and to act as agent, broker, adata, stokes, dietibutor,consullant, contactor. manager loperator or otherwise to deat inal sorts of presents and future ores, minerals, deposits, goods, substances & Materics, including sande, {stones and scils chalk, clay, china clay, belonies, boils. calcte and coal, lignite, brmestone, brine, biuste, limestone, precous and other ‘stones, gold, silver, diamonds, iron, aluminum, titanium, mica chrome, copper. gypsum, rutile, tin, zinc, silicon, brass and other alee Imaterias, by products, mixture, blends residues & substances, and to do ail incidental acts and things necessary forthe attainment of the jobjects under these present. ido search, survey, discover and find out and the acquire by concession, grant, purchase, barter, lease. license, degrees & tenders the {allotment of otherwise of land or water area from government, semi-government, local autho, private bodies, corporations and others [persons, such rights, powers and privileges whatsoever for obtaining mines, open cast mines, bucket mines, quanies, deposits etc. or the laccomplishment of the ahove objects. ie a = 3.{b)Matters which are necessary for furtherance of the objects specified in clause 3(a) are erty 12 Saute take over the whole or eny part ofthe business, ights, goodwil, vadamark, know-how process, layouts, designs, [pperty and lables of any persons, fm, corporation or undertaking ether existing or new engaged in or carying on and conducang in or carying on and conducting any business which this Company is authorized to carry on and pay forthe same eithor hn cash or in shares (or partyin shares and pal in cash, rant? et into any arrangements or contracts with any government or authoriles (supreme, muniipal or otherwise) oF any [corporation, companies or persons that may seem to the attainment of the company’s objacves or any of them, to acts as epacial purpose |vehices for execution of contracts implementations ofthe projects undertaken by its company and to obtain from such government l2uthorty, corporation, company or person any charters, decroes, rights, privileges and concessions which the Company may think (desirable, and to carry out, exercise, dispose of, um to account and comply with any such arrangements, chartrs, decrees, righ, [prileges and concessions, . _,T0.aoauie, build, make construct, equip, maintain, improve, alter and work factories, building, roads, watercourses and other }works and conveniences which may seem calculated direct or indirectly to advance the Company's interest and contribute, to subsidies (or otherwise assist or take part in the construction, Improvement, maintenance, management, or control tereo! Haq T® improve manage, cutvate, develop, exchange, let on lease, hire, mortgage, sel, dispose of, turn to account, grant rights andl Privileges in respect of or otherwise deal wit all or any pat ofthe properties and rights ofthe Company on such terms as tho Company {shall determine, [5.__Torecsive money, secui¢s o valuables or deposits on interest or otherwise from persons having dealing with the company, Page 1 of 5[Rowever i shal not cary We DuSiTEss OF Banking as dalined UNGAr Whe Banking RegUalion ACL TOA 16. Topromote any company or companies, associations or subsidiaries or otherwise forthe purpose of acauiing all or any of the lpropery, rights and labilties ofthe Company for any other purpose which may seem directly or indirectly calculated to benefit the (Company and to transfer to any such company, property of the Company and to be Interested in or take or otherwise, acquire, hold sell or lotherwise dispose of shares, stocks, debentures and other secures for all or any ofthe objects mentioned inthis memorandum and to [subsidies othorwise assist any such company, [7. __Toenter into partnership or joint venture o for sharing profits or mobilizing contrac, sub contract arrangements. ls. __Torefine, manipulate, repair, alter, exchange, purchase, sell export, import, deal or lt hie all kinds of goods, commodities, lsubstances, works, plants, machinery, appliances, tools and implements and other articles, chattels and things which may be necessary lor advantageous to the Company in connection with its objocs. 12. To amalgamate with any other company having all or any ofits objects similar to the objects ofthe Company in any manner, natsoever whether wit or without a liquidation of the Company. H10. _To.apply for, obtain, purchase, or otherwise acquire and project, prolong and renew any patents, patent right, brevet inventions, jorocesses, trade secre, scientific or tachnical or other assistance, manufacturing, processes, know-how and other information, design, joattomns, copyrights, trademarks, icenses, concessions and the lke right or benefits of right of use thereof, which may seem capable of fooing used for a in connection with any ofthe objects of the Company or benefit to the Company or the acquisition or use of which may lseem calculated directly oF indirectly to beneft the Company or payment of any other consideration and to use, exercise or develop the [same and manufacture under or grant license in espect thereof or otherwise deal withthe same, |11. Toestablsh branches, offices and agencies, depots in India and or elsewhere, to procure the registration or recognition and to regulate the working and discontinuance thereot 112. To-sell,improve, alter, manage, develop, exchange, lease, mortgage, dispose of, turn to account or otherwise deal with allo any part ofthe business, lands, property, assets, rights and generally the resources and undertaking of the Company in whole or in pat in such Imanner and on such terms as the Direciors may think i [13 To acquire, nol, dealin stocks, shares, debentures, bonds, obligations or securities issued by any. Company carrying on or [authorized to carry on or which is capable of being conducted so as to rectly orindirecly benefit the Compary. 114. Toundertake research work and fo spend money in experimenting and testing and improving or seeking to improve and giving [publicity tothe business and products of the Company and ts constituents and associates and popularize branches in Inaia and of foreign jmarkets by means of press advertisements, pamphlets, handbils, sponsored radio and television programmes or by publication of books, lperiodicels and magazine, by purchase and exhibition works of arts, by granting rewards, prizes and donations and by any other suitable jmeans and by placing in the market any products which the company may propose to the manufacture or distribute any patent, inventions, fprecess, information or rights which the company may acquire of lease or propose to acquire |15. To invest and deal withthe moneys of the Company, not immediately required, in or upon such investment (other than shares in the Company) and in such manner as may from time to time be determined. 116. __To.eceive moneys for financing the business of the Company, subject tothe provisions of Companies (Deposits) Rules, 2014 land relevant sections of the Companies Act, 2013 and tothe directives of Reserve Bank of India, of depositor on loan, upon such terms las may be thought fi, provided, however, that the Company shall not do eny Banking business as defined under the Barking Regulation fact, 1949. 117. __‘Togive any guarantee in elation fo the payments of any debentures, bonds, obligations or any securities and to guarantee the [payment of interest thereon or of dividends lo any slocks or shares in any Company and generally to guarantee or bocome suretis forthe [performance of any contracts, debts or obligations or any persons, ims, authority or Company connected with the Company's business, 118 To borrow, raise or secure the payment of money for the purposes of the Company in such manner as the Company shall think it [and in particular by the issue of the debenture or debenture stock, perpetual or otherwise charge upon all or any of the Company's loroperty, both present and future including its uncalled capital and to purchase, redeem or pay of such secures and to mortgago, pledge lor change the undertaking and all or any ofthe real and personal property present and future. 19. Todraw, make, accept, negotiate, assign, execute and issue and to buy, sell promissory notes, bills of exchange, bils of lading [and other negotiabe or iransferable instruments in connection with business of the Company subject fo Banking Regulation Act, 1949, 120, To send out o foreign countries its directors, employees or any other persons for investigating possiblities of any business or {rae or for procuring and buying any machinery or establishing and entering into collaboration or In promoting the Interest ofthe Company land to pay all expenses incurred in this connection. 121. To remunevate any person or company for services rendered or to he rendered In placing or assisting to place or guaranteeing the placing of any ofthe shares in the Company as capital or any debentures or other securities of te Company or conduct of its business, 22. Topay all costs, charges, and expenses and to remunerate any persons, firm or company for services rendered orto be rendered) forthe formation and incorporation of the Company including costs, charges and expenses for negotiations and contracts and jarrangements made thereto and in anticipation of formation and incorporation of the Company and charges in connection therewith Page 2 of 5[Company's objec or ovverwiee expedient ann particular fo remunerale any parson OF CoIporalion MTOUUCING BUSTERS Wo the COMPANY land to subscribe or quarantee money for charitable, benevolent objects and to eslablish and support or ai in the establishment and {suppor of associations, institutions, funds, tusts and conveniences or the benelis ofthe employees or ex-omployees or of persons having {dealing with the Company or the dependents, relatives or connection of such persons, and in peticularfrencly or other benefit soceties land to grant pensions, allowances, gratuities, bonuses, either by way of annual paymants ora lump-sum, and to make payments towards insurance and to form and contribute to provident funds and benefits funds, to oF for such persons, [24 To provide for the welfare of the employaes and ex-emplayees of the Company and the wives, widows and families of such [person by building or by contributing tothe building of houses, or chawls, by grant of monies, pensions, allowances, Bonus, gratuites, {compensation of funds and providing or contributing towards schol, place of instruction and other reliefs and other assistance as the {Company shall think ft and to form, subscxbe and contribute to or otherwise aid Benevolent, charitable, educational, medical, socal Iscientif, national, humanitarian and other institutions or objects. 5. Todistnbute among the members in spacie any property of the Company ar any proceeds of sale of disposal of any property of {he Company inthe event of winding up, but so that no distibution amounting to a reduction of Capital be made except withthe sanction, if [any forthe time being required by the law. [28. To compensate forthe loss of office of any Managing Director or other officers of the Company within the limitations prescribed lunder the Companies Act, 2013 or other statute or rule having the force of law and to make payments to any other persons whose office of lemployment or duties maw may be determined by virtue of any transaction in which the company Is engaged, 27. _To.agree to refer to arbitration any dispute, present or future, between the Company and any other Company, firm, or individual land to submit he same to arbitration in india or abroad whether in accordance with Indian or any foreign system of law. (28. To appoint agents, performers, preparatory, executors, transactors, brokers, negotiator, factory intermedlary, financial brokers, |epresentatves, commission agents, mercantile agents for all kinds of commodities and goods of every description manufactured by the {Company or products of every description which the company is authorzed to transact, 8. To lend monies on property or on mortgages of immovable or on hypothecation or pledge of movable property or without [securities to such persons and on such terms as may deem necessary or otherwise desirable and In particular to customer or any other persons having dealings with the Company but not amounting to Banking business as defined under the Banking Regulation Act, 1949, {30,__To sell dispose of the whole or in part of the Company's assets, rights and ether properties or any ofthe Company's lundertakings, [31. Todo allor any ofthe above things either as principals, agents, trustees, contractors of othenvise and either by or through {agents, sub-contractors, tustee, or otherwise and either alone or in conjunction with others and todo all such things as are inedental or (conductive tothe attainment ofthe above objects. 4.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. 5.the share capital ofthe companyis ft sop.000.00 rupees, divided into, ~ I 150,000.00 equity Ishares of hoo perros and 6 We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set against our respective names: |, whose name and address Is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company): Page 3 of 5s.No, Subscriber Details Nome, Ades, Deseption and Occupation PINVPAN/PaspotNo-ofshares Inge nag [7 —Kgarwal Coal Corporation Privare Limited IAPPPSOTSaN 100 FEquiyy mae POOTIEO (cheasiooursoorrers3s) ae atered Ades hate Kp 2, Chanel Pak emer lear Goyal Nagar Ring Road Indore 452016 [Preference | "AVA “w' i AAceAS a ciation: Dsnss AUTHORISED REPRESENTATIE mod thee Snare Sto Onpatosh tava Resta Ades 6 eens arnt rane Ee Bho Marana gsr se shot nde 52010 iar PaKApresy sn otonsexocapaton Seve (Sato en br — Reesor agar cnparraganat —— asses ——T00— egy —t 50 tess Nata pa choel Par == a ayaa ng and Ine 2016 ss 0B: 21/05/1964 [Preference ow AAS Beatpton usewte sory nln fear nsamrST aT RUT RG pasais POO sly —f oar sO rests Ripa 2 Chanel Pk ice BE loyal gating ied nore 5206 Soe pos 11/06/1964 [Preference]! A Abone0 ecto oes = ‘4 —JTapan Agarwal So Vinod Kumar Agarwat joseso0a5 oO Teguiy TOTO7F20 ss ata 2 chamelP ok ener lear Goyal Nagar Ring Road Indore 452016 ee 21198 Pitman ADCAST tcl dan any Toll Shares ten — Sioned bore Me |DIN/PAN/Passport a fon (Number! ame Jr, Descinson and ocupation Mumbe! dose ata umber Page 4 of 5Fes Pratima Jain [401-402 Silver Ark Plaza Janjirwala Square, Indore MP D/o Mr. lPRamod Badjatya Nationality India, PAN: AICPJ6425A bo: 26/09/1978 Occupation: Professional ima ee Jainis?’ TOOT Modify ‘Check Form Page 5 of[Pursuant to Schedule I (see Sections 4 and 5) to the Companies Act, 2013)] FORM NO. INC-34 SPIC@+ AOA (e-Articles of Association) —! “Table | 3s notified under schedule | of the companies Act, 2013 is applicable to the company AGARWAL MINING PRIVATE LIMITED | ‘A COMPANY LIMITED BY SHARES (Cho [he : ick if ck if Inot alter| Artict F lappiled | e No Description icab le : Interpretation (Ci) in these regulations- oO} (a) "the Act means the Companies Act, 2013, as may be amended time to time "The Company" Means AGARWAL MINING PRIVATE LIMITED (b) "the seal” means the common seal of the company. |which by its articles: \() restricts the right to transfer its shares; limits the number of its members to two hundred the purposes of this clause, be treated as a single member. Provided further that? (A) persons who are in the employment of the company; and included in the number of members; and (3) ,protibits any invitation to the public to subscribe for any secures ofthe company, Ibecome binding on the company. ‘Share capital and variation of rights Meet mate company”: means a company having a minimum paid up share capital as may be prescribed, and Frovided that where two or more persons hold one or more shares in a company Joint, they shall, for Ae) gheraons who, having been formerly inthe employment ofthe company, were members of the company eed natemployment and have continued tobe members ater the employment coased, chal ewe a rtess the context otherwise requies, words or expressions contained in these regulations shall bear the become birdies on me AGt OF any Statutory modification thereof in force atthe date af which these reqclations time as they may from time to time think fit [Sublect tothe provisions of the Act and these Anicles, the shares in the capital ofthe ‘Company shall be under C/O} Wt te controt of the Directors who may issue, allot or otherwise dispose of the same or any of them to such 1 Jpersons, in such preportion and on such tems and conditions and either at a premium ot Par and at such \) Every person whose name is entered as a member n the regi [conditions of issue shall be provided (G) one certificate forall his shares without payment of any charges; or [certificate after the first, [paid-up thereon, [sufficient delivery to all such holders {P gevera certificates, each for one or more of his shares, ypon payment of twenty rupees for each eo ue ycatticate shall be under the seal and shall specify the shares to which it relates and the amount ie eset of any share or shares held joint by several persons, the company shal not be bound to issue eutfeient voneecerttcale, and delivery ofa certificate for a share to one of several joint holes ero he (0 If any share ceriicate be wom out, defaced, mutilated oF fom or f there be no ‘urther space on the back for J lendorsement of transfer, then upon production and surrender thereof to the company, a new cattiicate may be| {ssued in leu thereof, and if any certicale is lst or destroyed then upon proof thereof fo the satisfaction of the Page 1 of 10Spa ae and OW execution oF Such indemnity as the company deem adequate, a Tew carcals Tw VEU eres] pale given. Every certificate under this Article shall be Issued on payment of twenty rupees for exch certificate, {f) The provisions of Articles (2) and (2) shall mutatis mutandis apply to debentures ofthe company. [Except as required by law, no person shall be recognised By the company as holding ariratees we ‘upon any | rote Themen orany shall not be bound by, or be compelled in any way to recognise (even when having Fespect of any share except an absolute right tothe entirety thereof in the registered holder ooosrreepmbany may exereise the powers of paying commissions conferred by sub-saction (G} aT Seslon 40,—| [povided thatthe rate per cent or the amount ofthe commission paid or agreed to be paid shell bo siewoscg in ithe manner required by that section and rules made thereunder, i) The rate or amount ofthe commission shall not exceed the rate or amount prescribed in rules made under [sub-section (6) of section 40. i) ie commission may be satisfied by the payment of cash or the allotment of fully cr partly paid shares or partly in the one way and partly in the other. (oc any tie the share capitals avided info aferent classes of shares, te Ths aUaChéd We any lass {Unless otherwise provided by the terms of issue of the shares ofthat class) may, subject to the movin of Foes a ieee whether or not the company is being wound up, be varied withthe consent in wring ofthe agers of three fours ofthe issued shares ofthat class, or with the sanction ofa special resolution paseo at '@ separate meeting of the holders of the shares of that class. 1 aie Wety Such Separate meeting, the provisions of these regulations relating to general meetings shall Irate mutandis apply. but so that the necessary quorum shall be atleast two persons holding atest ong- thicd of the issued shares of the class in question, Qo ibe Gahts onferred upon the holders ofthe shares of any Class Issued with prefered or clherTahts Sha ot, tnlgss otherwise expressly provided by the terms of issue ofthe shares ofthat class, be deemed ta be wane joy the creation or issue of further shares ranking pari passu therewith, [Subject to the provisions of section 56, any preference shares may, with the sanction of an ordinary resolution, ie Issued on the terms that they are to be redeemed on such terms and in such marnerae the ‘company before the issue of the shares may, by special resolution, determine. lien (@) The company shall have a frst and paramount Ten= J) on every share (not being a fully paid share), for all monies (whether presently payable or no!) (called, of payable at fixed time, in respect of that share; and (0) on ll shares (not being fully paid shares) standing registered in the name ofa single person, forall Imonies presently payable by him or his estate to the company: provided thatthe Board of directors may at any time declare any share to be wholly or in part. ‘exempt from the [provisions of this clause, iio ng company?s in, if any, on a share shall extend to all dviends payable and bonuses declared from time to time in respect of such shares. 10 [ene company may sli such manner aa We Board Thinks Wi, ay shares on wilSh We Company hava Tar Provided that no sae shall be made (2) unless a sum in respect of which the len exists is preserly payable; or (0) unt the expiration of fourteen days after a notice in wring slang and demanding payment of such Perso te amountin respect of which the en exists as presently payable, has been given tte anise [holder for the time being of the share or the person entitled thereto by reason of his death or insolvency. " (0 Te give effec to any such sale, the Board may authorise some person to transfer the shares sold pS [purchaser thereof. \() The purchaser shall be registered as the holder of the shares comprised in any such transfer Cre Burchaser shall not be bound to see tothe application ofthe purchase money, nor shal his tie tothe [shares be affected by any irregularity or invailty in the proceedings in raferenae to ine cele, oO 12 () The Proceeds of the eale shall e received by the company and applied in paymant of such par Gf |armount in respect of which the lien exists as is presently payable, (pone fescue. if ary, shall, subject toa like lien for sums not presently payable as existed upon the shares. before the sale, be paid to the person entitled to the shares at the date of the sale, Calls on shares 13 { The Board may, from time to time, make calls upon the membaiS in Tespecl of any monies unpaid on their | eased on account ofthe nominal value ofthe shares or by way of premium) and net Dr the {conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one-fourth ofthe nominal value ofthe share or be payable at less than one month from the date fixed for the payment ofthe last preceding cal (i) Each member shall, subject to receiving at least fourteen day? notice specifying the time or times and Page 2 of 10Pecos. PAYTETE Pay to the Compariy, arte me oF umes and place so SpecTed, Ire amount ‘called On Fig Ishares, (iD A call may be revoked of postponed at the discretion of the Board, 4 (ical Sal be deemed to have ben made atthe ime when tre fesoliion of he Board ‘authorizing the call [was Passed and may be required to be paid by instalments, 15 © elnt holders ofa share shall be join and severally WableW pay all Gals pea HST 16 (ON sum called in resp6ct ofa share isnot paid Before or on the Gay apnoea or payment thereof, the ime oF gceaqitom the sum is due shall pay interest thereon from the day apper ted he Payment thereof to the 17 reputations, be ee minal value ofthe share or by way of premium, shal forthe purposes chines regulations, be deemed to be a call duly made and payable on the date an itn by the terms of issue such lsum becomes payable arecese of nom ayment of such sum, all the relevant provisions of these regulations as to payment of Gut and expenses, forfeiture or otherwise shall apply as if such sum hed Foes payable by virtue of a call |duly made and notified. 18 ie Board- Kc) ay, it thinks ft, receive from any member wing fo advance the same, all or ‘any part of the monies luncalled and unpaid upon any shares held by him; andl {uber all or any ofthe monies so advanced, may (unt the same would, but for such advance, become Shon: pazabe) Pay interest at such rate not exceeding unless the company fh general meeting shall Canaria direct, twelve per cent per annum, as may be agreed upon between es Sens ‘and the member [paying the sum in advance, 19 Transfer of shares [@) The instrument of transfer of any share in the company shall be Sxeouted by oF on behalf of both the transferor and transferee, the regansteror shall be deemed to remain a holder ofthe share until the name ofthe transferee is entered in| {he register of members in respect thereof. 20 je Boats may, subject tothe right of appeal conferred by sealion 56 GESIneT> register (2) the transter ofa share, not being a fully paid share, to a person of wears they do not approve: or (0) any transfer of shares on which the company has a lien at he Board may deciine fo recognise any instrument of transfer unless (6) the instument of transfer is in the form as prescribed in rules nerto under Sub-section (1) of section 56; ese sttument of transfer is accompanied bythe certcate of the shares Ic wrier t relates, and such other tee 2 25 the Board may reasonably require fo show the right of the tenctnen ‘make the transfer, and (6) the instrument of transfer is in respect of only one class of shares ng Shing Rot less than seven days? previous notice in accordance with SGHion OT and rules made thereunder, to irae ton of transfers may be suspended at such tmes and for such oscece eae Board may from time to time determine: tren Ged that such registration shal not be suspended for more than thity ‘days at any one time or for more han forty-five days in the aggregate in any year Transmission of shares 23 (0 On the death of a member, the survivor or surivrs where the Member Was & joint holder, and his nominee company se havin foPresentatves were he was a sole holder, shal be the only rors recognised by the |company as having any title to his interest in the shares {) Nothing in clause () shall release the estate ofa deceased joint holder from any liability in respect of any [Share which had been jointy held by him with other persons, 24 Any Berson becoming entiled to a share in consequence ofthe Geath OF insolvency ofa meniber may, upon Moseinerene® being produced as may from time to time propery be required by the Board and subject as hereinafter provided, elect, either. {) to be registered himself as holder of the share; or sear ake Such transfer ofthe share as the deceased or insolvent member could have made, tne sercar hall in ether case, have the same night to decline or suasend Fegistration as it would have had, Fr paieeeased or insolvent member had transferred the share before he deofee® insolvency, 0) the person so becoming enilied shall elect tobe registered as haley ofthe sos himself, he shall deliver May Pe ete, CoMPany a notice in writing signed by him stating that he 20 alee: Benes Person aforesaid shal elect to transfer the share, he shall esti Nc sion by executing a transfer of] the share, {Al the limitations, restrictions and provisions ofthese regulations Telating tothe right to transfer and the Page 3 of 10orancoWvenes Grantor Of Shares shall be pice wo any Sue notice Gr WanSTer as aOTeSaia as We oath member OF the member had not occurred and the notice or transfor were a transfer sre by that Imember. [person becoming eniiled oa share by reason of he dealh or solvency af the holder shal bo entitled fo the| Share owen a clher advantages 10 which he would be ented ithe were the rogclenea hacen ec 7 |Provided that the Board may, at any tine are ene Fequiring any such person to elect either to be registered hence {9 transfer the share, and if te noice isnot complied with within ninety cove toe may Iauiet ithhold payment of al cvidends, bonuses or other monies payable In reepect eine ee ‘until the Forfeiture of shares Meymernber falls fo pay any calor Tnetalment ofa cal, onthe day appointed or payment thereof, the Board | notes on rie thereafier during such time as any pat ofthe call or mstalmenl renvaine ureee oes Mince on fim fequiting payment of so much of the call or instalment as is unpaid, tosetier ‘any interest |which may have accrued. 27 Notice aforesaid shail- (0) nae @ further day (ct being earlier than the expiy of fourteen days fom the date of service of the notice) 28 on or before which the payment required by the notice isto be mader ged {0} state that, inthe event of non-payment on or before the day sa named, the shares in respect of which the (call was made shall be liable to be forfeited Ifthe requirements of any such notice as aforesaid are nol complied with, ny Share TH Tespect of which the 28, |notice has been given may, at any time thereafter, bfore the payment tegen) by the notice has been made, [be forfeited by a resolution of the Board to that effect ID. forfeited share may be sold or otherwise dlsposed of on auch terms and Wy SUK WaNRSe as the Board thinks fit, Mant any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it {thinks fit 30 Ler Peon whose shares Rave been orfeted shall cease fo be a member Th respect ofthe Toisled shares, | fever Notwithstanding the forfeiture, remain lable to pay tothe compariy al mores which, at the date of 31 forfeiture, were presently payable by him tothe company in respect of he charse 32 [may execute a transfer of the share in favour ofthe person to whom the crane oc oo disposed of, (v) The transferee shall not be bound to see to the application of the purcrace ‘money, if any, nor shall his ttle Lpepeeaare be affected by any iregularty or invalidity in the proceedmigs in referers toe ‘orfeiture, sale or ts rouisions ofthese regulations as fo Tore shal apply Th he cae af onpayimeat oF ‘any sum which, by 39: [he terms of issue ofa share, bocomes payable ata fixed time, whether on seen ey orn nominal value of the share or by way of premium, as ifthe same had been payable by virtue of acer duly made and notified, Alteration of capital [The company may, fron time to time, by ordinary resolution increase the share capital by such sum, fo be 4 fdvided into shares of such amount. as hay be cpectiad nthe eee Subject tothe provisions of section OT. the company may, by ardinary resolution 4 (B} censelidate and divide al or any ofits share capital info shares of larger amount than its existing shares; (0) convert all or any oft fully paid-up shares into stock, and reconvort wal clock tans fully paid-up shares of lany denomination; (©) sub-divide is existing shares or any of them into shares of smaller amount than is fixed by the memorandum; ER Seneel any shares which, at the date of the passing ofthe resolution, have not been taken or agreed to be taken by any person, 35 |Where shares are converted into stock 4 {@) the holders of stock may transfer the same or any pat thereof inthe same manner 8, and subject to the rameter euOns under which, the shares ftom which the stock arose might before he cerca. have been {ransferred, or as near thereto as circumstances admit frovided that the Board may, from time to time, fx the minimum amount of stock transferable, so, however, lat such minimum shal not exceed the nominal amount of the shares from which fe ea arose, Page 4 of 10i 6 irae Gets Of StGGk shal aScoraTG To Ue AMOUR OT Sock He Ey ‘them, have the same Wants, privileges —] nt advantages as regards dividends, voting at meetings af he company, and other matters, as if they held args fom which the stock arose; but no such priviese oe {advantage (except participation in the sends and profits ofthe company and in the assets on wivding Uup) shall be conferred by an amount of feck which would not, if existing in shares, have conferred thet privilege or advantage. (C) such of the regulations of the company as are applicable ns Pald-up shares shall apply to stock and the rats "share" and "shareholder" in those regulations shall include ‘seen es “stock-holder” respectively 37 inca any may, By special resolution, reduce in any manner and ono Subject fo, any ineident jauthorised and consent required by law, (a) its share capital \(b) any capital redemption reserve account; or {c) any share premium account. Capitalisation of profits 38 \) The company in general meati \) that itis desirable to capitalise any part of the amount for (5) Rey inthe way specified in sub-clause (A) and pat in that ‘specified in sub-clause (B); (0) securities premium account and a capital redempion rece ‘account may, for the purposes of this pel ion. be applied in the paying up of unissued shares to bs etn fo members of the company as fully 38 Io) et forthe case of shares becoming aistrbutable in factions: oe {©) 0 authorise any person to enter, on behalf of all the mentee entitled thereto, into an agreement with the Merch re previcing forthe allotment to thom respectively, credited re fully paid-up, of any further shares to jwhich they may be entitled upon such capitalisation, or gate coc May require, for the payment by the captained erin Behalf, by the application thereto of their respecte broportions of profits resolved to be iy Aa see te SrOUNE or any part ofthe amounts remaining umpslaree ee existing shares; i) Any agreement made under such authonty shal be ehiect sons binding on such members Buy-back of shares [Notwithstanding anything contained in these Articles But subject io the provisions of sections 68 To 70 and any [other applicable provision of the Act or any other law for he rere being in force, the company may purchase ts lown shares or other specified securities General meetings [Al eneral meetings other tian anual general meeing shal bs called ‘extraordinary general meeting a ojo 42 Og Boas may, wiienever Thinks We. call ar extraordinary general meeting, So tany time rectors capable of acting who are euficlon Sennen {0 form a quorum are not within india, jany director or any two members of the company may call an extraordinary general meeting in the same panne. 28 nearly a8 possible, as that in which such a meeting may be eae by the Board Proceedings at general meetings 43 () No Business shall be ansacted al any General miéetng Unlesea ‘quorum of members is present at the Gime when the meeting proceeds to business, (i.oave as ofhenwise provided herein, the quorum for the general ‘meetings shall be as provided in section 103, Page 5 of 10lo [1] aq [Te ehaltperson, i any, ofthe Board shall preside as Chairperson a every general meeting of the company. —] [fthere is no such Chalperson, or fhe is nat present winia HeSn Ininutes afer the time appointed for RoTaing [| O} 45 tne meeting orie unaiine renee Chaiperson of the meeting, the directors present shal elect one of ea members to be Chairperson of the meeting, Brasany Meeting no director is wiling to act a8 Chaipavson ar no GrSSarS resent within fiteen minutes 11] O} 4s |aterthe time appomieae helen the meeting, the members present shall choose one of her mera be| [Chaimperson of the meeting, Adjournment of meeting meeting trom which the adjournment took place. } When a meeting is acjoumed for tity days or more, notice ofthe adjourned meeting shall be given as in ithe case of an original meeting [W) Save as aforesaid, and as provided in section 103 of the Act, it shal not be necessary to give any notice of {20 adjournment or of the business tobe transacted at an agjourtod meeting, Voting rights 47 *° oma pol the voting rights oF tome see Pe Proportion to his share inthe paid-up equity share capita Qo oO 5° a) For this purpose, seniony shan he sexe by the order in which the names stand in the register of 51 junacy, may vote, whether on a show of hands or on a pelt by his committee or other legal quaraian, and any —feuch committee or guardian may, on a pol, vote by proxy, ny business other than thal upon which a poll has been demanded ‘may be proceeded with, pending the 52. taking of the poll November shall be entifed to voté at any General mesting Unless Al GalSor ‘other sums presently payable by 55° him in respect of shares in the company have tea aid Dj;oO;oJlo Oio;/oja 54 [for all purposes. \) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision ‘shall be final and conclusive. _ Proxy ne instrument appointing a proxy and the power-oFallomey or olher authority, ifany, under which iis signed Qo}o [oes tan 40 neo that Power or uthoriy,shallbe deposited atthe eoneor oe of the company not, 55° [pss than 48 hours before the time for holding the meeting or rion meeting at which the person named in ing iatrument proposes to vote, o, in the case of a pall Ast lose thse hours before the time appointed for, [re atin ofthe poland in detaut the instrument of proxy shal not be tenses as valid [An instrument appointing a proxy shall be isthe fom sopesses he ee the rules made under seation 108, | O/O] s6 57 |prony was executed, or the transfer of the shares in respect of wher are roxy is given:Provided that no Board of Directors eae iper a oe Sectors and We nantes of he Wat avectars shal bs determined wing By the O}® subsoribers of the memorandum or a majority of them [0 The Company shallhave minimum 2 Drectrs and may be hcrease the decor upto maximum 15 | Page of 103B [directors it) The First Director of the Company shall be as under 1. Ashok Kumar Mukherjee (DIN:00761515). 2. Neeraj Patel (PAN: ARKPP5878A), 59 \) The remuneration ofthe directors shail, in 80 Tar as Ie consists of a monthly payment, be deemed le accrue Irom day-to-day. Xl) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all [ravelling, hotel and other expenses properly incurred by them- (2) in attending and returning from meetings of the Board of Directors or any committee thereof or general Imeetings of the company: or (b) in connection with the business of the company. = Oo 60 |The Board may pay all expenses incurred in gelling up and registering the company, a he company may exercise the powers conferred on i by section 88 with regard to the Keeping oF a Yoreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it Imay thinks fit respecting the keeping of any such register. 62 [All cheques, promissory notes, drafts, hundis, bils of exchange and other negotiable instruments, and alr receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, jas the case may be, by such person and in such manner as the Board shail from time to time by resolution {determine, 63 [Every director present at any mesting of the Board or ofa committee thereof shall sigh Fis name ina book To Ibe kept for that purpose. (| Subject to the provisions of section 149, the Board shall have power at any time, and from tme To Ime, to japPoint @ person as an additional director, provided the number of the directors and additional directors {together shall not at any time exceed the maximum strength fixed for the Board by the articles. () Such person shall hold office only up to the date of the next annual general meeting of the company but Shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the lAct Proceedings of the Board 65 (The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate ts meetings, jas it thinks ft. \i) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a Imeeting of the Board, 66 \() Save as otherwise expressly provided in the Aci, questions arising at any meeting of the Board shall be Idecided by a majority of votes, {In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote, 67 [The confinuing directors may act notwithstanding any vacancy in the Board; but, f and so Tong as their number ls reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director imay act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a |General meeting of the company, but for no other purpose. {() The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office. \i) no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes jafter the time appointed for holding the meeting, the directors present may choose one of their number to be [Chairperson of the meeting. 69. \) The Board may, subject to the provisions of the Act, delegale any of its powers to Gommillees ‘consisting of Isuch member or members of its body as it thinks fi \t) Any committee so formed shal, in the exercise of the powers so delegated, conform to any regulations that Imay be imposed on it by the Board. 70 \() A committee may elect a Chairperson of ts mestings. \) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, tne members present may choose one of their members to be (Chairperson of the meeting. nm \) A commitiee may meet and adjourn a8 WTHnKs fk. (Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote. R [Al acts done in any meeting of the Board or of a committee thereof or By any person acting as a diediar, shall Rotwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one Jor more of such directors or of any person acting as aforesaid, or that they or any of them wore disqualified, be. 12s valid as if every such director or such person had been duly appointed and was qualified to be a director 73 ‘Save as otherwise expressly provided in the Act, a resolution in writing, signed by allthe members of the BBoard or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as iit had been passed at a meeting of the Board or committee, duly |convened and held Page 7 of 10Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer [Subject to the provisions of he Act eit |) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the 'Board for such term, at such remuneration and upon such conditions as it may thinks ft; and any chief 74 [executive officer, manager, company secretary or chief financial officer so appointed may be removed by Imeans of a resolution of the Board; \i) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer [A provision of the Act or these regulations requiring oF authorising a thing to be done by orto a director and ojo |chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being 75 lone by orto the same person acting both as director and as, or in place of, chief executive officer, manager, icompany secretary or chief financial officer, The Seal The Company shail have a seal whiich include rubber stamp and any one director of the Company or person |authorised by the Board shall be entitled to sign and execute all the documents for and on behalf of the ‘Company wherever required from time to time under section 22 of the Companies Act, 2013 or otherwise as Imay be required by the concerning authority dealing with the company from time to time Dividends and Reserve 78 . Tie coripany in general meeting may declare dvidends, but no dhidend shall exceed the amount 11| O} 77 recommended by the Board, (Subject to the provisions of section 123, the Board may from time to time pay to the members such interim 1} D] 78 [dividends as appear to it to be justified by the profits of the company. (The Board may, before recommending any dividend, set aside out ofthe profis of tie company such sums o/o [as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose| {to which the profits of the company may be properly applied, including provision for meeting contingencies or ‘7g {for equalizing dividends; and pending such application, may, atthe like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board Imay, trom time to time, thinks ft. (i) The Board may also carry forward any profits which it may consider necessary not to divide, without setting Iinem aside as a reserve () Subject to the rights of persons, Wany, enliled to shares with special nights as to dvidends, all dvidends 'shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof {the dividend is paid, but if and so long as nothing is paid upon any ofthe shares in the company, dividends Imay be deciared and paid according to the amounts of the shares, (i) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. Gi 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 aividend accordingly ‘The Board may deduct from ary dividend payable to any member all sums of money, Wany, presently payable 81 |by him to the company on account of calls or othenwise in relation to the shares of the company. \() Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or ojo |warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to 182. the registered address of that one of the joint holders who is frst named on the register of members, or to such [person and to such address as the holder or joint holders may in writing direct. (i) Every such cheque or warrant shall be made payable to the order of the person to whom itis sent. [Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other C1 | C1) 83 |monies payable in respect of such share. |Notice of any dividend that may have been deciared shall be given to the persons entitled to share therein in the manner mentioned in the Act, INo dividend shall bear interest against the company, 80 oO Qo g Accounts \() The Board shall from time to time determine whether and to what extent and at what times and places and ojo lunder what conditions or regulations, the accounts and books of the company, or any of them, shall be open to, 86_|the inspection of members not being directors, Page 8 of 10[i No member (not being @ director) shall have any Tight of Inspecting any ACcOUNt OF BOOK oF document Ofte] |company except as conferred by law or authorised by the Board or by the company in general meeting Winding up 87 [Subject to the provisions of Chapter XX of the Act and rules made thereunder= () I'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 i) 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 \ifferent classes of members. \i) The liquidator may, withthe like sanction, vest the whole or any part of such assets in trustees upon such |tusts 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 Indemnity very officer of the company shall be indemnified out of the assets of the company against any lability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour| [or in which he is acquitted or in which relief is granted to him by the court of the Tribunal Page 9 of 10Subscriber Details Name, Address, Description and Occupation DIN/PAN/Passport Number Place psc Dated T Agarwal Coal Corporation Private _Limited|APPPS9753N |CIN:U23109MP2000PTCO14351) —_—Registered| |Address: Matra Kripa, 2, Chameli Park Near Goyal INagar Ring Road Indore _452016,PAN:| |AACCABAG8K Occupation : Business, AUTHORISED] |REPRESENTATIVE: Pramod Kishore Shrivastava /o| lOmprakash Shrivastava, Residential Address: 706,| Heavens Apartment, Grand Exotica, Bicholl 'Mardana Nr. Agarwal Public School Indore 452016| IMP 008:25/09/1978 PAN:APPPS9753N, (DIN: 101023565) Occupation: Service (CA) Nationality: Indian INDORE a i (2070772020 2 |Neena Devi Agarwal D/o Ganpat Tal Agarwall00328270 \Address: : Matra Kripa, 2, Chameli Park Near] (Goyal Nagar Ring Road Indore 452016 DOB; [21/05/1964 PAN: ABGPAS344), Occupations! Housewife, Nationality: Indian INDORE i tt (2010772020 3 Vinod Kumar Agarwal S/o Late Ram Kumar|00136613 ‘Agarwal Address: : Matra Kripa, 2, Chameli Park| |Near Goyal Nagar Ring Road Indore 452016 DOB: 111/06/1964 PAN: ABHPA2474Q Occupation: Business Nationality: Indian [INDORE Isa Sap (2OTOTIDORO 4 JTapan Agarwal S/o Vinod Kumar Agarwall06660045 |Address: : Matra Kripa, 2, Chameli Park, Near] Goyal Nagar Ring Road Indore 452016 DOB: 26/01/1995 PAN: ADCPAS313M_ Occupation:| [Business Nationality: Indian INDORE gay, ese [2010712020 Signed Before Me Name Address, Des iption and Occupation DIN/PAN/ Passport Number/ | Place Membership Number psc Dated {401-402 Silver Ark Plas Fes [Badjatya Nationality Dos: yza_Janjirwala| Isquare, indore MP D/o Mr. PRamod| India, PAN: 26/09/1978| (5946 indore j2oro7m2020 Modify: Page 10 of 10