Annexure XIV Continued… - Edelweiss

MAIN PROVISIONS OF OUR ARTICLES OF ASSOCIATION
Pursuant to Schedule II of the Companies Act and the ICDR Regulations, the main provisions of the Articles
of Association of the Company relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and
transmission of Equity Shares/debentures and/or on their consolidation/splitting are detailed below:
Capitalised terms used in this section have the meaning given to such terms in the Articles of Association of
our Company.
Pursuant to Schedule II of the Companies Act and the ICDR Regulations, the main provisions of the Articles
of Association of our Company relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and
transmission of Equity Shares/debentures and/or on their consolidation/splitting are detailed below:
The regulations contained in Table 'A' of Schedule I to the Companies Act (Act 1 of 1956) shall apply only in
so far as the same are not provided for or are not inconsistent with these Articles and the regulations for the
management of our Company and for observance of the members thereof and their representatives shall,
subject to any exercise of the statutory powers of the Company with reference to repeal or alteration or of
addition to, its regulations by special resolution, as prescribed by the Companies Act, be such as are contained
in these Articles.
The present Articles of Association have been divided into two parts. As such, Part II of the Articles would
terminate upon listing of the Equity Shares on the Stock Exchanges. However, in the event listing of the Equity
Shares does not take place, Part II would continue to remain in force.
Part I
Capital and Shares
Article 4.1 provides that “the Authorized Share Capital of the Company shall be such as is given in Clause V
of the Memorandum of Association or altered, from time to time, thereat payable in the manner as may be
determined by the Directors, with power to increase, reduce, sub-divide or to repay the same or to divide the
same into several classes and to attach thereto any rights and to consolidate or sub-divide or re-organise the
shares and subject to the provisions of the Act, to vary such rights as may be determined in accordance with
these Articles.”
Article 4.2 provides that “except so far as otherwise provided by the conditions of issue, any capital raised by
the creation of new shares shall be considered as part of the existing Share Capital and shall be subject to the
same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as
the original Share Capital.”
Article 4.3 provides that “the Board shall observe the restriction as to allotment of Equity Shares to the public
contained in Section 69 and 70 of the Act and shall cause to be made the return as to allotment provided for in
Section 75 of the Act.”
Increase of Capital
Article 5.1 provides that "Subject to the provisions of these Articles, the Company at a Shareholders Meeting
may, from time to time, increase the Share Capital by creation of new Equity Shares. Such increase shall be of
such aggregate amount and to be divided into Equity Shares of such respective amounts as the resolution shall
prescribe."
Payment in anticipation of call may carry interest
Article 10.1 provides that “The Directors may, if they think fit, subject to the provisions of Section 92 of the
Act, agree to and receive from any member willing to advance the same whole or any part of the moneys due
upon the shares held by him beyond the sums actually called for, and upon the amount so paid or satisfied in
advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in
respect of which such advance has been made, the company may pay interest at such rate, as the member
paying such sum in advance and the Directors agree upon provided that money paid in advance of calls shall
not confer a right to participate in profits or dividend. The Directors may at any time repay the amount so
advanced.”
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